<PAGE>

                        SECURITIES AND EXCHANGE COMMISSION 
                             Washington, D.C. 20549 
                        
                                   Form 10-K 

              _X_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)

                  For the Fiscal Year Ended September 30, 1997 

                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934 

                        Commission file number 0-20757              

                          TRAVIS BOATS & MOTORS, INC. 
             (Exact name of registrant as specified in its charter) 

                                    TEXAS 
                      (State or other jurisdiction of 
                       incorporation or organization) 

                                  74-2024798 
                     (I.R.S. Employer Indentification Number) 


            5000 Plaza on the Lake, Suite 250, Austin, Texas 78746 
                     (Address of principal executive offices) 

       Registrant's telephone number, including area code: (512) 347-8787 
        Securities registered pursuant to Section 12(b) of the Act: None 
          Securities registered pursuant to Section 12(g) of the Act: 


                       Common Stock, $.01 Par Value 
                           (Title of class) 
                         
	Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceeding 12 months (or for such shorter 
period that Registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.
Yes _X_  No___   

	Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of Registrant's knowledge, in definitve proxy or 
information statements incorporated by reference in Part III of this 
Report on Form 10-K or any amendment to this Report on Form 10-K.      
_____    

	The aggregate market value of the voting stock (which consists solely 
of shares of Common Stock) held by non-affiliates of the Registrant as of 
December 18, 1997, (based upon the last reported price of $23.25 per 
share) was approximately $63,484,637 on such date. 

	The number of shares of the issuer's Common Stock, par value $.01 per 
share, outstanding as of December 18, 1997 was 4,294,867 of which 
2,730,522 shares were held by non-affiliates. 

	Documents Incorporated by reference: Portions of Registrant's Proxy 
Statement relating to the 1998 Annual Meeting of Stockholders to be held 
in March 1998, have been incorporated by reference herein (Part III). 

<PAGE>
           TRAVIS BOATS & MOTORS, INC. AND CONSOLIDATED SUBSIDIARIES 

                           REPORT ON FORM 10-K 


                            TABLE OF CONTENTS




RISK FACTORS

                                 PART I 
Item 1.                                                              Business 

Item 2.                                                            Properties

Item 3.                                                     Legal Proceedings

Item 4.                   Submission of Matters to a Vote of Security Holders

                                 PART II

Item 5.                      Market for Registrant's Common Stock and Related 
                                                          Shareholder Matters

Item 6.                                               Selected Financial Data

Item 7.                     Management's Discussion and Analysis of Financial
                                          Condition and Results of Operations
       
Item 8.                                                  Financial Statements

Item 9.                     Changes in and Disagreements with Accountants and
                                                         Financial Disclosure



                                 PART III

Item 10.                                     Directors and Executive Officers

Item 11.                                               Executive Compensation

Item 12.                  Security Ownership of Certain Beneficial Owners and
                                                                   Management

Item 13.                       Certain Relationships and Related Transactions


                                 PART IV

Item 14.                 Exhibits, Financial Statement Schedules, and Reports
                                                                  on Form 8-K

Item 15.                           Index to Consolidated Financial Statements

<PAGE>

                              Risk Factors 

	This Report on Form 10-K contains forward-looking statements that 
involve risks and uncertainties. The Company's actual results could 
differ materially from those discussed herein. Factors that could cause 
or contribute to such differences include, but are not limited to, the 
factors set forth below, those discussed in ''Management's Discussion and 
Analysis of Financial Condition and Results of Operations'' and those 
discussed elsewhere in this Report on Form 10-K. 

	Impact of Seasonality and Weather on Operations.   The Company's 
business, as well as the entire recreational boating industry, is highly 
seasonal. Strong sales typically begin in January with the onset of the 
public boat and recreation shows, and continue through July. Over the 
previous four-year period, the average net sales for the quarterly 
periods ended March 31 and June 30 represented in excess of 28%  and 37%, 
respectively, of the Company's average annual net sales. If, for any 
reason, the Company's sales were to be substantially below those normally 
expected during these periods, the Company's business, financial 
condition and results of operations would be materially and adversely 
affected. The Company generally realizes significantly lower sales in the 
quarterly period ending December 31, resulting in operating losses during 
that quarter. 

	The Company's business is also significantly affected by weather 
patterns which may adversely impact the Company's operating results. For 
example, drought conditions or merely reduced rainfall levels, as well as 
excessive rain, may force area lakes to close or render boating dangerous 
or inconvenient, thereby curtailing customer demand for the Company's 
products. In addition, unseasonably cool weather and prolonged winter 
conditions may lead to a shorter selling season in certain locations. 
Although the Company's geographic expansion has reduced, and is expected 
to continue to reduce, the overall impact on the Company of adverse 
weather conditions in any one market area, such conditions will continue 
to represent potential, material adverse risks to the Company and its 
future financial performance. Due to the foregoing factors, among others, 
the Company's operating results in some future quarters may be below the 
expectations of stock market analysts and investors. In such event, there 
could be an immediate and significant adverse effect on the trading price 
of the Common Stock. See ''Management's Discussion and Analysis of 
Financial Condition and Results of Operations.'' 

	Impact of General Economic Conditions and Discretionary Consumer 
Spending.   The Company's operations are dependent upon a number of 
factors relating to or affecting consumer spending. The Company's 
operations may be adversely affected by unfavorable local, regional or 
national economic developments or uncertainties regarding future economic 
prospects that reduce consumer spending in the markets served by the 
Company's stores. Consumer spending on non-essential goods such as 
recreational boats can also be adversely affected due to declines in 
consumer confidence levels, even if prevailing economic conditions are 
positive. In an economic downturn, consumer discretionary spending levels 
are also reduced, often resulting in disproportionately large declines in 
the sale of high-dollar items such as recreational boats. For example, 
during the Company's 1988-1990 fiscal years, the Texas economy was 
severely depressed due to declines in the financial, oil and gas and real 
estate markets. While the Company remained profitable during these 
periods, its operating performance declined. There can be no assurance 
that a similar economic downturn might not recur in Texas or any other 
market or that the Company could remain profitable during any such 
period.  Similarly, rising interest rates could have a negative impact on 
consumers' ability or willingness to obtain financing from third-party 
lenders, which could also adversely affect the ability of the Company to 
sell its products. Changes in federal and state tax laws including, 
without limitation, the imposition or proposed adoption of luxury or 
similar taxes on certain consumer products, could also influence 
consumers' decisions to purchase products offered by the Company and 
could have a negative effect on the Company's sales. Local influences 
such as corporate downsizing, military base closings and the Mexican peso 
devaluation have adversely affected and may continue to influence the 
Company's operations in certain markets. 


	Dependence Upon Expansion.   A significant portion of the Company's 
growth has resulted from, and will continue to be increasingly dependent 
upon, the addition of new stores and continued sales and profitability 
from existing stores. Since October 1991, at which time the Company 
operated five stores in Texas, the Company has opened or acquired 15 new 
store locations in Texas, Arkansas, Louisiana, Alabama, Tennessee, 
Mississippi, and Florida.  During fiscal years 1997 and 1996, the stores 
added since October 1991 have collectively accounted for approximately 
70.6% and 57.6%, respectively,  of the Company's aggregate net sales. 
Comparable store sales increased 5.7% and 4.3% in fiscal years 1997 and 
1996, respectively. Recent rates of comparable store sales and net income 
growth are not necessarily indicative of the comparable store performance 
that may be achieved by the Company in the foreseeable future. See 
''Management's Discussion and Analysis of Financial Condition and Results 
of Operations.'' 

	The Company intends to continue to pursue a strategy of growth into 
new markets through acquiring existing boat retailers, converting 
compatible facilities to Travis Boating Centers and building new store 
facilities. Accomplishing these goals for expansion will depend upon a 
number of general factors, including the identification of new markets in 
which the Company can obtain approval to sell its existing or 
substantially similar product lines, the Company's financial 
capabilities, the hiring, training and retention of qualified personnel 
and the timely integration of new stores into existing operations. The 
acquisition strategy will further depend upon the Company's ability to 
locate suitable acquisition candidates at a reasonable cost and to 
dispose, timely and effectively, of the acquired entity's remaining 
inventory, as well as the ability of the Company to sell its Travis 
Edition product line to the customer base of the previous owner. There 
can be no assurance that the Company can identify suitable acquisition 
candidates or complete acquisitions on terms and conditions favorable to 
the Company. 

	The strategy of growth through conversion of compatible facilities to 
Travis Boating Centers or the construction of new Travis Boating Centers 
will further depend upon the Company's ability (i) to locate and 
construct suitable facilities at a reasonable cost in those new markets 
in which the Company believes it can obtain adequate market penetration 
at standard operating margins without the acquisition of an existing 
dealer, (ii) to obtain the reliable data necessary to determine the size 
and product preferences of such potential markets and (iii) to introduce 
successfully its Travis Edition line. There can be no assurance that the 
Company will be able to open and operate new stores on a timely or 
profitable basis. Moreover, the costs associated with opening such stores 
may adversely affect the Company's profitability. See ''Management's 
Discussion and Analysis of Financial Condition and Results of 
Operations.'' 

	Management of Growth.   The Company has undergone a period of rapid 
growth. Management has expended and expects to continue to expend 
significant time and effort in acquiring and opening new stores. There 
can be no assurance that the Company's systems, procedures and controls 
will be adequate to support the Company's expanding operations. The 
inability of the Company to manage its growth properly could have a 
material adverse effect on the Company's business, financial condition 
and results of operations. 

	The Company's management information system is designed to improve its 
ability to monitor and manage its geographically dispersed stores. This 
system is operational in 19 of the Company's 20 stores, with the most 
recently acquired store planned to be operational during fiscal 1998. 
There can be no assurance that the system will function as planned or 
that the system can be integrated smoothly with new store openings and 
acquisitions. 

	The Company's planned growth will also impose significant added 
responsibilities on members of senior management, including the need to 
identify, recruit and integrate new senior level managers, and the 
ability to maintain or expand Travis Edition's and Travis Boating 
Center's successful appeal to consumers. There is no assurance that any 
additions to management can be readily and successfully achieved or that 
the Company will be able to continue to grow its business. 


	Reliance on Manufacturers and Other Key Vendors.   The Company's 
success is dependent upon its relationship with, and favorable pricing 
arrangements from, a limited number of major manufacturers. In the event 
these arrangements were to change or terminate for any reason, including 
changes in competitive, regulatory or marketing practices, the Company's 
business, financial condition and results of operations could be 
adversely affected. 

	As is typical in the industry, the Company deals with each of its 
manufacturers pursuant to an annually renewable, non-exclusive, dealer 
agreement that does not contain any contractual provisions concerning 
product pricing or required purchasing levels. Pricing is generally 
established on a model year basis, but is subject to change at the 
manufacturer's sole discretion. 

	The Company purchased approximately 100% of its new outboard motors 
for use on its Travis Edition lines of recreational boats in fiscal years 
1997 and 1996, respectively, from Outboard Marine Corporation (''OMC''), 
the manufacturer of Johnson outboard motors. Unlike the Company's other 
dealer agreements, the Company's agreement with OMC is multi-year in 
nature. The current agreement, which is in the first of five years, sets 
forth an established discount level from the then prevailing dealer net 
price over the entire term of the agreement. This dealer agreement may be 
canceled by either party if the volume of product purchased or available 
to be purchased is not maintained at pre-established levels. If the 
Company's contract with OMC were canceled or modified, it could have a 
material adverse effect on the Company's business, financial condition 
and results of operations. 

	Approximately 34.3% and 22.7% of the Company's net inventory purchases 
in fiscal years 1997 and 1996, respectively, were from a single boat 
supplier. The Company also currently purchases a high percentage of the 
annual production of a limited number of boat manufacturers. To ensure 
adequate inventory levels to support the Company's expansion, it may be 
necessary for such manufacturers to increase production levels or 
allocate a greater percentage of their production to the Company. In the 
event that the operations of the Company's manufacturers were interrupted 
or discontinued, the Company could experience temporary inventory 
shortfalls, or disruptions or delays with respect to any unfilled 
purchase orders then outstanding. Although the Company believes that 
adequate alternate sources would be available that could replace a 
manufacturer as a product resource, there can be no assurance that such 
alternate sources will be available at the time of any such interruption 
or that alternative products will be available at comparable quality and 
prices. The unanticipated failure of any manufacturer or supplier to meet 
the Company's requirements with regard to volume or design 
specifications, the Company's inability to locate acceptable alternative 
manufacturers or suppliers, the Company's failure to have dealer 
agreements renewed or to meet certain volume requirements with regard to 
purchasing, or any substantial increase in the manufacturer's pricing to 
the Company, could have a material adverse effect on the Company's 
business, financial condition and results of operations. 

	Limitations to Market Entry.   Under certain of its dealer agreements, 
the Company must obtain permission from its manufacturers to sell 
products in new markets. While the Company has received permission to 
sell Johnson motors and various boat lines in its immediate expansion 
markets, manufacturers have not granted such permission to the Company in 
each of its broader target markets. While the Company believes it can 
sell products of other manufacturers in new markets, there can be no 
assurance that all of the Company's current manufacturers will grant 
permission for the Company to sell in new markets, or if unable to obtain 
such permission, that the Company can obtain suitable alternative sources 
of supply. 

	Unlike other states the Company has targeted for expansion, the State 
of Oklahoma has had restrictions on the location of competing marine 
dealers that limit the ability of new entrants in the retail boat 
industry to compete in Oklahoma. There can be no assurance that other 
states will not pass similar or other restrictions limiting new 
competition. 


	Income from Financing, Insurance and Extended Service Contracts.   A 
substantial portion of the Company's income results from the origination 
and placement of customer financing and the sale of insurance products 
and extended service contracts (collectively, ''F&I Products''), the most 
significant component of which is the income resulting from the Company's 
origination of customer financing. For example, during fiscal years 1997 
and 1996, respectively, F&I Products accounted for approximately 4.4% and 
4.2% of net sales and approximately 16.7% and 16.5% of gross profit.  The 
Company's lenders may choose to pursue this business directly, rather 
than through intermediaries such as the Company. Moreover, lenders may 
impose terms in their boat financing arrangements with the Company that 
may be materially unfavorable to the Company or its customers. For these 
and other reasons, the Company could experience a significant reduction 
in income resulting from reduced demand for its customer financing 
programs. In addition, if profit margins are reduced on sales of F&I 
Products, or if these products are no longer available, it would have a 
material adverse effect on the Company's business, financial condition 
and results of operations. Furthermore, although optional extended 
service contracts sold by the Company are from third party providers that 
have further reinsured their warranty exposure and the Company has never 
experienced any claims due to the default of a third party extended 
service contract provider, the Company may experience significant breach 
of warranty claims as a result of the failure of a third party extended 
service contract provider or reinsurers that may, in the aggregate, be 
material to the Company's business. 

	Availability of Financing.   The Company currently has significant 
floor plan and other inventory lines of credit from financial 
institutions and other lenders, which the Company believes reflect 
competitive terms and conditions. While the Company believes it will 
continue to obtain comparable financing from these or other lenders, 
there can be no assurance that such financing will be available to the 
Company. The failure to obtain sufficient financing on favorable terms 
and conditions could have a material adverse effect on the business, 
financial condition and results of operations of the Company. See 
''Management's Discussion and Analysis of Financial Condition and Results 
of Operations-Liquidity and Capital Resources.'' 

	Dependence on Key Personnel.   The Company believes its success 
depends, in large part, upon the continued services of key management 
personnel, including Mark T. Walton, Chairman of the Board and President; 
Ronnie L. Spradling, Executive Vice President-New Store Development; and 
Michael B. Perrine, Chief Financial Officer, Secretary and Treasurer; and 
other key employees. Although the Company has employment agreements 
through TBC Management, Ltd. (an affiliated partnership of the Company) 
with each of Messrs. Walton, Spradling and Perrine expiring in June 1999, 
the loss of any of these individuals could materially and adversely 
affect the Company, including its business expansion plans. The Company 
maintains and is the beneficiary of key-man life insurance policies on 
Messrs. Walton and Perrine in the amount of $1.0 million each, and on Mr. 
Spradling in the amount of $500,000. 

	Product and Service Liability Risks.   Products sold or serviced by 
the Company may expose it to potential liability for personal injury or 
property damage claims relating to the use of those products. 
Additionally, as a result of the Company's activities in custom packaging 
its Travis Edition lines, the Company may be included as a defendant in 
product liability claims relating to defects in manufacture or design. 
Historically, the resolution of product liability claims has not 
materially affected the Company's business. The Company generally 
requires manufacturers from which it purchases products to supply proof 
of product liability insurance. Although the Company maintains third-
party product liability insurance that it believes to be adequate, there 
can be no assurance that the Company will not experience legal claims in 
excess of its insurance coverage, or claims that are ultimately not 
covered by insurance. Furthermore, if any significant claims are made 
against the Company, the Company's business, financial condition and 
results of operations may be adversely affected by related negative 
publicity. 

	. 


	Volatility of Stock Price.   Prior to the Company's initial public 
offering in June 1996, there was no public trading market for the 
Company's Common Stock. There can be no assurance of an ongoing active 
trading market or that the market price of the Common Stock will not 
decline. It is anticipated that there will be limited float in the market 
due to the relatively low number of shares owned by the public and 
consequently, fluctuations in the market price for the Common Stock could 
be significant. Recent market conditions for newly public companies, as 
well as the Company's quarterly variations in operating results due to 
seasonality and other factors, are likely to result in significant 
fluctuations in the market price for the Common Stock. Future 
announcements concerning the Company or its competitors, including 
government regulations, litigation or changes in earnings estimates or 
descriptive materials published by analysts, may also cause the market 
price of the Common Stock to fluctuate substantially. These fluctuations, 
as well as general economic, political and market conditions, such as 
recessions, may adversely affect the market price of the Common Stock. 
See ''Management's Discussion and Analysis of Financial Condition and 
Results of Operations.'' 

	Shares Eligible for Future Sale.   Sales of substantial amounts of the 
Company's Common Stock in the public market, or the perception that such 
sales may occur, could have a material adverse effect on the market price 
of the Common Stock. As of December 18, 1997, the Company, its officers 
and directors and certain stockholders, beneficially own or control 
voting rights, in the aggregate, on approximately 1,619,557 shares of 
Common Stock. No prediction can be made as to the effect, if any, that 
future sales of shares, or the availability of shares for future sale, 
will have on the market price of the Common Stock prevailing from time to 
time. 

	Anti-takeover Effect of Articles and Bylaw Provisions.   The Company's 
Articles of Incorporation provide that up to 1,000,000 shares of 
preferred stock may be issued by the Company from time to time in one or 
more series. The Board of Directors is authorized to determine the 
rights, preferences, privileges and restrictions granted to and imposed 
upon any unissued series of preferred stock and to fix the number of 
shares of any series of preferred stock and the designation of any such 
series, without any vote or action by the Company's stockholders. The 
Board of Directors may authorize and issue preferred stock with voting or 
conversion rights that could adversely affect the voting power or other 
rights of the holders of Common Stock. In addition, the issuance of 
preferred stock could have the effect of delaying, deferring or 
preventing a change in control of the Company. The Company's Articles of 
Incorporation also allow the Board of Directors to fix the number of 
directors in the Bylaws with no minimum or maximum number of directors 
required. The Company's Bylaws currently provide that the Board of 
Directors shall be divided into three classes of two or three directors 
each, with each class elected for three-year terms expiring in successive 
years. The effect of these provisions may be to delay or prevent a tender 
offer or takeover attempt that a stockholder might consider to be in the 
stockholder's best interest, including attempts that might result in a 
premium over the market price for the shares held by the stockholders. 



PART I 

	Other than statements of historical fact, all statements contained in 
this Report on Form 10-K, including statements in ''Item 1. Business'', 
and ''Management's Discussion and Analysis of Financial Condition and 
Results of Operations'', are forward-looking statements as that term is 
defined in Section 21E of the Exchange Act that involve a number of 
uncertainties.  The actual results of the future events described in the 
forward-looking statements in this Report on Form 10-K could differ 
materially from those stated in such forward-looking statements.   Among 
the factors that could cause actual results to differ  materially are: 
general economic conditions, competition and government regulations, as 
well as the risks and uncertainties discussed in this Report on Form 10-
K, including without limitation, the matters discussed in ''Risk 
Factors'' and the uncertainties set forth from time to time in the 
Company's other public reports, filings and public statements.  All 
forward-looking statements in this Report on Form 10-K are expressly 
qualified in their entirety by the cautionary statements in this 
paragraph. 


Item 1.   Business 

	General 

	Travis Boats & Motors, Inc. (''Travis Boats'' or the ''Company'') is a 
leading multi-state superstore retailer of recreational boats, motors, 
trailers and related marine accessories in the southern United States. 
The Company, which currently operates 20 stores under the name Travis 
Boating Center in Texas, Arkansas, Louisiana, Alabama, Tennessee, 
Mississippi and Florida differentiates itself from competitors by 
providing customers a unique superstore shopping experience that 
showcases a broad selection of high quality boats, motors, trailers and 
related marine accessories at firm, clearly posted low prices. Each 
superstore also offers complete customer service and support, including 
in-house financing programs and full-service repair facilities staffed by 
factory-trained mechanics. 


	History 

	Travis Boats was incorporated as a Texas corporation in 1979. As used 
herein and unless otherwise required by the context, the terms ''Travis 
Boats'' and the ''Company'' shall mean Travis Boats & Motors, Inc. and 
its direct and indirect subsidiaries. 

	Since its founding as a single retail store in Austin, Texas, the 
Company has grown both through acquisitions and the establishment of new 
store locations. During the 1980's, the Company expanded into San 
Antonio, Texas with the construction of a new store facility. The Company 
subsequently made acquisitions of boat retailers operating within the 
Texas markets of Midland, Dallas and Abilene. It was during this initial 
period of expansion that the Company began developing the systems 
necessary to manage a multi-store operation and leveraging the economies 
of scale associated with volume purchasing. The Company's success in 
these areas led to the proprietary Travis Edition packaging concept and 
the Company's pricing philosophy. Since 1990, Travis Boats has opened or 
acquired 15 additional store locations in the following states: Texas 
(3), Arkansas (2), Louisiana (3), Alabama (2), Tennessee (2), Mississippi 
(1) and Florida (2). 

	Included in the new store acquisitions are the following transactions: 

	Effective September 20, 1995, the Company acquired substantially all 
of the assets of Red River Marine, Inc., which operated store locations 
in the resort communities of Hot Springs and Heber Springs, Arkansas. 

	Effective December 1, 1995, the Company acquired substantially all of 
the assets of Clay's Boats & Motors, Inc., which operated a single store 
location in New Iberia, Louisiana. 

	Effective October 3, 1996, the Company acquired substantially all of 
the assets of North Alabama Watersports, which operated a single store 
location in Florence, Alabama. 

	Effective November 1, 1996, the Company acquired substantially all of 
the assets of Tri-Lakes Marine, Inc., which operated store locations in 
Winchester, Tennessee and Huntsville, Alabama 

	Effective February 19, 1997, the Company acquired substantially all of 
the assets of Bent's Marine, Inc., which operated a single store location 
in Metairie, Louisiana.

	Effective August 1, 1997, the Company acquired selected assets from 
McLeod Marine, Inc. of Pascagoula, Mississippi.

	Effective September 30, 1997, the Company acquired all of the 
outstanding stock of Adventure Marine and Outdoors, Inc. , which operated 
a store location in Fort Walton Beach, Florida; Adventure Marine South, 
Inc., which operated a store location in Key Largo, Florida, and 
Adventure Boat Brokerage, Inc., which operated a store location in Fort 
Walton Beach, Florida.

Subsequent to September 30, 1997, the Company has completed the 
acquisition of assets of one corporation:

	Effective November 20, 1997, the Company acquired substantially all of 
the assets of Southeastern Marine Group, Inc., which operated a single 
store location in Hendersonville, Tennessee.

	The Company sells approximately 50 different models of brand-name 
fishing, water-skiing and general recreational boats, along with motors, 
trailers, accessories and related equipment. Personal watercraft, off-
shore fishing boats and cabin cruisers are also offered for sale at 
selected store locations. During fiscal 1997, substantially all of the 
boats sold range in size from 16 to 23 feet at prices ranging from $7,500 
to $23,000 with gross profit margins between approximately 21% and 23%. 
Approximately 4.5% of new boat sales are personal watercraft with retail 
prices generally ranging from $5,000 to $10,000 and approximately 3.2% of 
new boat sales are off-shore fishing boats and cruisers with lengths of 
27 feet or greater and ranging in retail price from $50,000 to $300,000. 

	The Company custom designs and pre-packages combinations of popular 
brand-name boats, such as Larson, Sprint, Pro-Line and Sea Ark boats with 
Johnson outboard and other motors, trailers and numerous accessories, 
under its proprietary Travis Edition product line. These signature Travis 
Edition packages, which account for the vast majority of total new boat 
sales, have been designed and developed in coordination with the 
manufacturers and often include distinguishing features and accessories 
that have historically been unavailable to, or listed as optional by, 
many competitors. These factors enable the Company to provide the 
customer with an exceptional product that is conveniently packaged for 
immediate enjoyment and competitively priced. 

	The Company believes that it offers a selection of boat, motor and 
trailer packages that fall within the price range of the majority of all 
boats, motors and trailers sold in the United States. The Company's 
product line generally consists of boat packages priced from $7,500-
$23,000 with approximate even distribution within this price range. As 
the Company continues to operate in Florida and enters other coastal type 
markets along the Gulf of Mexico or the Atlantic coast, management 
believes that the distribution of off-shore fishing boats and cabin 
cruisers will increase as a percentage of net sales.  Management believes 
that by combining flexible financing arrangements with an even 
distribution of products through a broad price range, the Company is able 
to offer boat packages to customers with different purchasing budgets and 
varying income levels. 

	Effective September 30, 1995, the Company elected to change its fiscal 
year end from December 31 to September 30. This change was made to 
establish a fiscal year that more closely conforms to the business cycle 
of the Company. 


	Business Strategy 

	Management of the Company believes it is the first to have developed a 
multi-state, chain superstore merchandising strategy in the recreational 
boating business. The Company's objective is to become the dominant 
retailer of recreational boats, motors, trailers and marine accessories 
in the southern United States, prior to its focus and possible expansion 
into other regions. Management's merchandising strategy is based on 
providing customers with a comprehensive selection of quality, brand name 
boats and boating products in a comfortable superstore environment. The 
Company intends to continue to build brand identity by placing the Travis 
Edition name on complete boating packages. Travis Boats has developed and 
implemented a business strategy designed to increase its market 
penetration within both existing and new market areas through a variety 
of advertising and promotional events. The Company intends to emphasize 
the following key elements of its business strategy: 

	Travis Boating Center superstore.   Travis Boating Center superstores 
have a distinctive and stylish trade dress accented with deep blue 
awnings, a nautical neon building decoration, expansive glass storefronts 
and brightly lit interiors. The stores range in size from approximately 
2,000 (temporary store locations) to over 33,000 square feet and 
management estimates the average store size at approximately 21,000 
square feet. The superstore locations present customers with a broad 
array of boats and often over 9,000 parts and accessories in a clean, 
well-stocked, air-conditioned shopping environment. All boats are 
typically displayed fully rigged with motor, trailer and a complete 
accessory package, giving a ''ready to take home'' impression. 
Professionally-trained mechanics operate service bays, providing 
customers with quality and reliable maintenance and repair service. 

	Travis Edition concept.   The Company uses extensive market research, 
combined with the design resources of its manufacturers, to develop 
custom Travis Edition boating packages. The Company's significant 
purchasing power and consequent ability to coordinate designs with 
manufacturers have enabled the Company to obtain products directly from 
the factory at the lowest prices, with favorable delivery schedules and 
with distinguishing features and accessories that have historically been 
unavailable to, or listed as optional by, many competitors. The Company 
can also add certain additional features after receipt of the product to 
enhance the Company's Travis Edition packages. Each Travis Edition is a 
complete, full-feature package, including the boat, motor, trailer and 
numerous additional accessories and design features often not found on 
competitors' products, thus providing customers with superior value. 
These features often include enhanced styling such as additional exterior 
colors, complete instrumentation in dashboards, transoms warrantied for 
life, canopy tops, trolling motors, upgraded interiors with stereos, wood 
grain dashboards, in-dash depth finders, stainless steel motor propellers 
and enhanced hull design not available on other models. In addition, 
Travis Edition boats are identified by the Company's attractive private 
label logo as well as the respective manufacturer's logo. 

	Unlike most recreational boat dealers, the Company establishes firm 
prices on its Travis Edition packages and generally maintains such prices 
for an entire season. Prices are advertised and clearly posted so that 
the customer receives the same price at any Travis Boating Center. The 
Company's selling philosophy eliminates customer anxiety associated with 
bargaining or negotiation and results in a price at or below prices 
generally available from competitors. The Company believes this pricing 
strategy and low-pressure sales style provide the customer with the 
comfort and confidence of having received a better boat with more 
features at a lower price. In the Company's view, this approach has 
promoted good customer relationships and enhanced the Company's 
reputation in the industry as a leading provider of quality and value. 


	Boat Show Participation.   The Company also participates in boat 
shows, typically held in January through March, in each of its markets 
and in certain markets of close proximity. These shows are normally held 
at convention centers, with all area dealers purchasing space to display 
their respective product offerings. Boat shows and other offsite 
promotions generate a significant amount of interest in products and 
often have an immediate impact on sales at a nominal incremental cost. 
Although total boat show sales are difficult to assess, management 
attributes a significant portion of the second fiscal quarter's net sales 
to such shows. 

	F&I Products.   In the Company's efforts to maintain customer service 
and support for customers purchasing its Travis Edition boat packages it 
also offers customers the ability to purchase extended service contracts 
and insurance coverages, including credit life and accident/disability 
coverages (collectively ''F&I Products''). The Company also offers to 
assist the customer in obtaining  financing for their boat purchase 
through a diversified group of financial institutions with which the 
Company maintains financing agreements. The Company earns commissions on 
these F&I Products based upon the Company's mark-up over the cost of the 
products. F&I Products account for a substantial portion of the Company's 
income, the most significant component of which is the income resulting 
from the Company's origination of customer financing. 


	Operations 

	Purchasing.   The Company is the largest volume buyer in the United 
States of Johnson outboard motors from Outboard Marine Corporation 
(''OMC'') and is the largest domestic volume buyer of boats from 
substantially all of the boat manufacturers it represents. As a result, 
the Company has significant access to the manufacturers and substantial 
input into the design process for the new boats that are introduced to 
the market each year by such manufacturers. In addition, the Company has 
designed and developed, in coordination with its manufacturers, signature 
Travis Edition boating packages which account for the vast majority of 
its total new boat sales. The Company's purchasing power allows it to 
purchase boats that are pre-rigged for the Company's Travis Edition 
lines. Approximately 34.3% and 22.7% of the Company's net purchases in 
fiscal years 1997 and 1996, respectively, were from Genmar Industries 
which manufactures the Larson, AquaSport and (formerly) the Cajun boat 
lines. 

	The Company typically deals with each of its manufacturers pursuant to 
an annually renewable, non-exclusive dealer agreement which does not 
contain any contractual provisions concerning product pricing or 
purchasing levels. Pricing is generally established on an annual basis, 
but may be changed at the manufacturer's sole discretion. The Company's 
agreement with OMC, unlike its other dealer agreements, is multi-year in 
nature. The current agreement, which is in the first of five years, sets 
forth an established discount level from the then prevailing OMC dealer 
net price over the entire term of the agreement. This dealer agreement 
may be canceled by either party if volume of product purchased or 
available to be purchased is not maintained at pre-established levels. 
OMC supplied products that represented approximately $17.7 million, or 
42.1% and $20.3 million, or 38.7%, of the Company's net purchases during 
fiscal years 1997 and 1996, respectively. 

	Pursuant to its arrangements with certain manufacturers, the Company's 
right to display some product lines in certain markets may be restricted. 

	Floor plan and other inventory financing.   The Company acquires a 
substantial portion of its inventory through floor plan financing 
agreements. Inventory is generally purchased under floor plan lines of 
credit (secured by such inventory) maintained with third party finance 
companies or under revolving lines of credit maintained with commercial 
banks, depending upon the type of product purchased. The finance 
companies maintain relationships with certain manufacturers that allow 
the Company to obtain several months of interest-free financing, 
generally from August of one year through at least May of the following 
year. Management believes that these financing arrangements are standard 
within the industry. As of September 30, 1997, the Company and its 
subsidiaries owed an aggregate of approximately $20.4 million pursuant to 
the floor plan and revolving lines of credit.

	Competition.   The Company operates in a highly competitive 
environment. In addition to facing competition generally from businesses 
seeking to attract discretionary spending dollars, the recreational boat 
industry itself is highly fragmented, resulting in intense competition 
for customers, access to quality products, access to boat show space in 
new markets and suitable store locations. The Company relies heavily on 
boat shows to generate sales. If the Company is impeded in its ability to 
participate in boat shows in its existing or targeted markets, it could 
have a material adverse effect on the Company's business, financial 
condition and results of operations. 

	The Company competes primarily with single location or single state 
boat dealers and, to a lesser degree, with national specialty marine 
stores, catalog retailers, sporting goods stores and mass merchants, 
particularly with respect to parts and accessories. Dealer competition 
continues to increase based on the quality of available products, the 
price and value of the products and attention to customer service. There 
is significant competition both within markets currently being served by 
the Company and in new markets into which the Company plans to enter. The 
Company competes in each of its markets with retailers of brands of boats 
and motors not sold by the Company in that market. Management believes 
that a trend in the industry is for independent dealers to attempt to 
form buyer's groups, for manufacturers to include more features as 
standard equipment on boats and consequently, for dealers to offer 
packages comparable to those offered by the Company as its Travis Edition 
lines. In addition, several of the Company's competitors, especially 
those selling boating accessories, are large national or regional chains 
that have substantially greater financial, marketing and other resources 
than the Company. There can be no assurance that the Company will be able 
to compete successfully in the retail marine industry in the future. 

	Impact of Environmental and Other Regulatory Issues.   On October 31, 
1994, the U.S. Environmental Protection Agency (''EPA'') announced 
proposed emissions regulations for outboard marine motors. The proposed 
regulations would require a 75% average reduction in hydrocarbon 
emissions for outboard motors and set standards for carbon monoxide and 
nitrogen oxide emissions as well. Under the proposed regulations, 
manufacturers would begin phasing in low emission models in 1998 and have 
nine years to achieve full compliance. The EPA estimated that its 
proposed regulations, if enacted, will result in an increase in the 
average price of an outboard marine motor of $700 after full 
implementation of the regulations in the year 2006. Costs of comparable 
new models, if materially more expensive than previous models, or the 
manufacturer's inability to comply with EPA requirements, could have a 
material adverse effect on the Company's business, financial condition 
and results of operations. 

	The Company, in the ordinary course of its business, is required to 
dispose of certain waste products that are regulated by state or federal 
agencies. These products include waste motor oil, tires, batteries and 
certain paints. It is the Company's policy to use appropriately licensed 
waste disposal firms to handle this refuse. If there were improper 
disposal of these products, it could result in potential liability for 
the Company. Although the Company does not own or operate any underground 
petroleum storage tanks, it currently maintains several above-ground 
tanks, which are subject to registration, testing and governmental 
regulation. 

	Additionally, certain states have required or are considering 
requiring a license in order to operate a recreational boat or personal 
watercraft. While such licensing requirements are not expected to be 
unduly restrictive, regulations may discourage potential first-time 
buyers, thereby limiting future sales, which could have a material 
adverse effect on the Company's business, financial condition and results 
of operations. 

	Trademarks and service marks.   The Company does not hold any 
registered trade or service marks at this time but has trademark 
applications pending with the U.S. Patent and Trademark Office for the 
names ''Travis Boating Center'' and ''Travis Edition,'' for its corporate 
logo and for the overall appearance and trade dress of its Travis Boating 
Centers. There can be no assurance that any of these applications will be 
granted. However, based on a number of years of use, the Company believes 
it has common law rights to these marks at least in its current market 
areas. 

	Employees.   As of September 30, 1997, the Company's staff consisted 
of 369 employees, 356 of whom are full time. The full-time employees 
include 20 in store level management and 20 in corporate administration 
and management. The Company is not a party to any collective bargaining 
agreements and is not aware of any efforts to unionize its employees. The 
Company considers its relations with its employees to be good. 


	   Fiscal year 1997 acquisitions.  The Company acquired substantially 
all of the assets of North Alabama Watersports, Inc. in October 1996, 
Tri-Lakes Marine, Inc. in November 1996, Bent's Marine, Inc. in February 
1997, , as well as  Adventure Marine and Outdoors, Inc., Adventure Marine 
South, Inc. and Adventure Boat Brokerage, Inc. in September 1997.  The 
Company also acquired certain selected assets from McLeod Marine, Inc. in 
August 1997.  The results of the aformentioned fiscal 1997 acquisitions 
from their respective acquisition dates through September 30, 1997 are 
included in the discussion below. 

Effective October 3, 1996, the Company acquired certain assets of North 
Alabama Watersports, Inc. (''NAWS''). This acquisition included boat, 
motor and trailer inventory, as well as parts and accessories inventory 
of the location. The purchase price was $892,255, of which $79,707 was 
financed by the issuance of notes payable to the seller. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of NAWS have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($892,255) has been allocated to the 
tangible net assets acquired ($687,255) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($205,000) was allocated to a noncompete agreement and goodwill. 

Effective November 1, 1996, the Company acquired Tri-Lakes Marine, Inc. 
(''Tri-Lakes'') with retail store locations in Tennessee and Alabama. The 
acquisition included furniture, fixtures and equipment, boat, motor and 
trailer inventory, as well as parts and accessories. The purchase price 
was $1,242,924, of which $642,924 was paid in cash and $600,000 was 
financed by the issuance of a note payable to the seller. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Tri-Lakes have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,242,924) and liabilities assumed 
($1,937,279) have been allocated to the tangible net assets acquired 
($2,536,092) based on their respective fair values at the date of 
acquisition. The resulting excess purchase price ($644,111) was allocated 
to  noncompete agreements and to goodwill. 

Effective February 19, 1997, the Company acquired Bent's Marine, Inc. 
(''Bent's'') with a single retail store locations in Metairie, Louisiana 
 . The acquisition included furniture, fixtures and equipment, boat, motor 
and trailer inventory, as well as parts and accessories. The purchase 
price was $1,518,550, of which $1,063,671 was paid in cash and $454,879 
was financed by the issuance of a note payable to the seller. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Bent's have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,518,550) has been allocated to the 
tangible net assets acquired ($839,627) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($678,923) was allocated to  noncompete agreements and to goodwill. 

Effective August 1, 1997, the Company acquired certain selected assets 
from McLeod Marine, Inc. (''McLeod''). McLeod operates a single retail 
store locations in Pascagoula, Mississippi. The certain selected assets 
acquired included miscellaneous equipment, selected boat, motor and 
trailer inventory, as well as certain parts and accessories. The purchase 
price of $958,080 was paid in cash. 

The certain selected acquired assets have been accounted for using the 
purchase method of accounting and, accordingly, the operating results of 
Travis Boating Center Mississippi which purchased the assets and has been 
in operation since August, 1997 have been included in the consolidated 
financial statements from the date of acquisition. The purchase price 
($958,080) has been allocated to the tangible net assets acquired 
($730,080) based on their respective fair values at the date of 
acquisition. The resulting excess purchase price ($228,000) was allocated 
to  noncompete agreements and to goodwill. 

On December 12, 1997, effective as of September 30, 1997, the Company 
consummated the acquisition of Adventure Marine, a retail boating 
organization with store locations in Fort Walton Beach, Florida and Key 
Largo, Florida, through the acquisition of 100% of the common stock of 
three companies, Adventure Marine & Outdoors, Inc., Adventure Boat 
Brokerage, Inc. and Adventure Marine South, Inc. (collectively the three 
companies are referred to as "Adventure Marine").  The total 
consideration for Adventure Marine consisted of $729,643 in cash, 
$115,000 in notes payable to the sellers, the assumption of $5,535,861in 
liabilities and $1,477,392 paid via the issuance of  88,361 newly issued 
common shares of common stock of the Company.  An additional $700,000 in 
cash was paid to a principal of Adventure Marine in exchange for an 
agreement not to compete.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Adventure Marine 
have been included in the consolidated financial statements from the date 
of acquisition. The purchase price ($3,022,035), related acquisition 
costs ($145,000) and liabilities assumed ($5,058,826) have been allocated 
to the tangible net assets acquired ($5,535,861) based on their 
respective fair values at the date of acquisition. The resulting excess 
purchase price ($2,690,000) was allocated to  noncompete agreements and 
to goodwill.

Prior to the acquisition, the shareholders of Adventure Marine consisted 
of three persons, John Reinhold, Paul ("Joey") Roberts, and Frederic 
Pace, none of whom had any relationship to the Company, its affiliates, 
any officers or directors of the Company or any associate of any officers 
or directors of the Company.   

The purchase of the Adventure Marine was funded through internally 
generated working capital and borrowings under the Company's floor plan 
and revolving lines of credit.  

Effective November 20, 1997, the Company acquired certain assets of 
Southeastern Marine Group, Inc. ("Southeastern"). This acquisition 
included boat, motor and trailer inventory, as well as parts and 
accessories inventory of the sellers. The purchase price was $1,730,134 
of which $124,000 was financed by the issuance of notes payable to the 
sellers. 

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of  Southeastern have 
been included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,730,134) has been allocated to the 
tangible net assets acquired ($1,450,134) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($280,000) was allocated to  noncompete agreements and goodwill. 


See "Management's Discussion and Analysis of Financial Condition and 
Results of Operations."
 


Item 2.   Properties 

	The Company leases its corporate offices which are located at 5000 
Plaza on the Lake, Suite 250, Austin, Texas. The Company also owns and 
operates Travis Boating Center locations in Abilene, Austin, Beaumont, 
Dallas, Midland and San Antonio, Texas; Baton Rouge, Louisiana; Hot 
Springs, Arkansas; and Pascagoula, Mississippi. The remaining facilities 
are leased under leases with original lease terms generally ranging from 
five to ten years with additional multi-year renewal options.  The 
Company typically pays a fixed rent and in substantially all of the 
leased locations the Company is responsible for the payment of taxes, 
insurance, repairs and maintenance. 

	The chart below reflects the status and approximate size of the 
various Travis Boating Center locations operated as of December  17, 
1997. 

                                Square               Owned or      Year of 
Location                       Footage*  Acreage*     Leased     Market Entry
---------------------------    --------  --------    ---------   ------------
Austin, Texas(1)                20,000     3.5         Owned        1979
San Antonio,Texas(1)(3)         15,500     1.9         Owned        1982
Midland, Texas(1)               18,750     3.8         Owned        1982
Dallas, Texas(1)                20,000     4.2         Owned        1983
Abilene, Texas(2)               24,250     3.7         Owned        1989
Houston, Texas(2)               15,100     2.2         Leased       1991
Baton Rouge, Louisiana(2)       33,200     7.5         Owned        1992
Beaumont, Texas(2)              25,500     6.5         Owned        1994
Arlington, Texas(2)             31,000     6.0         Leased       1995
Heber Springs, Arkansas(2)      26,000     9.0         Leased       1995
Hot Springs, Arkansas(2)        20,510     3.0         Owned        1995
New Iberia, Louisiana(4)        24,000     3.3         Leased       1995
Florence, Alabama(4)            22,500     6.0         Leased       1996
Huntsville, Alabama(3)          2,000      3.0         Leased       1996
Winchester, Tennessee(4)        25,000     3.5         Leased       1996
Metairie, Louisiana(3)(5)       10,000     1.3         Leased       1997
Pascagoula, Mississippi(2)      28,000     4.1         Owned        1997
Key Largo, Florida(3)           3,000      1.4         Leased       1997
Ft. Walton Beach Fl.-Sales(4)   7,000      2.9         Leased       1997
Ft. Walton Beach Fl.-Service(4) 7,500      2.0         Leased       1997
Hendersonville, Tennessee(4)(5) 31,320     3.6         Leased       1997
              
	*	Square footage and acreage are approximate. 
(1)	Newly constructed store. 
(2)	Facility acquired and converted to superstore. 
(3)	Temporary facility. To be relocated. 
(4)	Acquired facility. 
(5)	Acquired subsequent to September 30, 1997. 


Item 3.   Legal Proceedings 

	The Company is not a party to any material legal proceedings. The 
Company is, however, involved in various legal proceedings arising out of 
its operations in the ordinary course of business. The Company believes 
that the outcome of all such proceedings, even if determined adversely, 
would not have a material adverse effect on its business, financial 
condition or results of operations. 


Item 4.   Submission of Matters to a Vote of Security Holders 

	No matter was submitted to a vote of security holders of the Company 
during the fourth quarter of the fiscal year ended September 30, 1997. 



PART II 

Item 5.   Market for Registrant's Common Stock and Related Stockholder 
Matters 

	The Company's common stock trades on the Nasdaq Stock Market under the 
symbol: TRVS. At December 15, 1997, the Company had 32 shareholders of 
record; however the Company believes its shares are beneficially owned by 
more than 400 shareholders. On December 17, 1997, the last reported sales 
price of the common stock on the NASDAQ National Market System was $22.75 
per share.  

	The following table sets forth for the period indicated, on a per 
share basis, the range of high and low sales prices for the Company's 
common stock as quoted by the NASDAQ. These price quotations reflect 
inter-dealer prices, without adjustment for retail mark-ups, mark-downs 
or commissions and may not necessarily represent actual transactions: 

	
<TABLE>
<CAPTION>

         Sales Price        
 
    Quarter Ended                  High      Low      Ending 
------------------------          -------   ------    -------    
<S>                               <C>       <C>       <C>
December 31, 1996                 $14.125   $10.75    $13.125
March 31, 1997                    $13.25    $11.125   $11.625
June 30, 1997                     $14.00    $10.75    $13.125
September 30, 1997                $21.25    $13.25    $20.375

</TABLE>

	The Company has never declared or paid cash dividends on its Common 
Stock and presently has no plans to do so. Any change in the Company's 
dividend policy will be at the sole discretion of the Board of Directors 
and will depend on the Company's profitability, financial condition, 
capital needs, future loan covenants, general economic conditions, future 
prospects and other factors deemed relevant by the Board of Directors. 
The Company currently intends to retain earnings for use in the operation 
and expansion of the Company's business and does not anticipate paying 
cash dividends in the foreseeable future. Certain covenants contained in 
the Company's loan agreements effectively restrict the payment of any 
dividends without the lender's prior consent. 



Item 6.   Selected Consolidated Financial Data 

	The following selected consolidated financial information should be 
read in conjunction with and is qualified in its entirety by reference to 
the consolidated financial statements of the Company and the notes 
thereto included elsewhere in this Report on Form 10-K: 



<TABLE>
<CAPTION>
                                                              
                                     Fiscal Year Ended        Fiscal Year   Tweleve Months  Fiscal Year    Fiscal Year
                                       December 31,             Ended           Ended          Ended          Ended
                                                             September 30,   September 30,  September 30,  September 30,
                                  1993 (1)       1994 (1)       1995 (1)       1995 (2)      1996(1)(3)     1997(1)(4)
                                 ----------     ----------     ----------     ----------     ----------     ----------
<S>                              <C>            <C>            <C>            <C>            <C>            <C>
Consolidated Statement of
  Operations Data:
  Net sales                      $   25,757     $   37,225     $   41,442     $   44,617     $   64,555     $   91,309
  Gross profit                        5,946          8,734         10,306         10,815         16,483         23,955
  Selling, general and
   administrative expenses            4,496          6,333          6,353          7,526         10,857         15,562
  Operating income                    1,270          2,135          3,736          3,004          5,061          7,480
  Interest expense                      449            629            670            845          1,289          1,354
  Net income                            596          1,023          2,050          1,486          2,383          3,982
  Net income per share           $     0.23     $     0.39     $     0.76     $     0.55     $     0.78     $     0.94
  Weighted avg. shares
    outstanding                       2,564          2,600          2,672          2,663          3,043          4,251
Store Data:
  Stores open at period end               7              8             11             11             12             20
  Average sales per store(5)     $    3,679     $    4,653     $    4,886     $    5,283     $    5,617     $    5,775
  Percentage increase in
   comparable store sales(6)          25.6%          28.4%           5.0%          12.2%           4.3%           5.7%

</TABLE>


<TABLE>
<CAPTION>

                                            December 31,          September 30,  September 30,  September 30,
                                      1993 (1)       1994 (1)         1995           1996           1997
                                     ----------     ----------     ----------     ----------     ----------
<S>                                  <C>            <C>            <C>            <C>            <C>
Consolidated Balance Sheet Data:
  Cash and cash equivalents          $      139     $      259     $      996     $    1,533     $        0
  Working capital                            11          1,866          2,808         15,263              0
  Total assets                           14,088         17,434         23,357         31,350              0
  Short-term debt, including current 
    maturities of long-term debt         10,608         10,977         11,443          4,661              0
  Long-term debt less current
    maturities                            1,013          2,588          4,876          4,334              0
  Stockholders' equity                    1,485          2,562          4,812         18,598              0   

 </TABLE>
              
(1)	The Company's fiscal years ended on December 31 in 1993 and 1994, 
and on September 30 in 1995, pursuant to a change adopted in 1995, 
resulting in a nine-month 1995 fiscal year. The Consolidated Statement 
of Operations Data for the fiscal years ended December 31, 1993 and 
1994 and September 30, 1995, 1996 and 1997 has been derived from the 
consolidated financial statements of the Company. All other financial 
and store data has been derived from the Company's unaudited 
consolidated financial statements. 
(2)	Reflects inclusion of nine-month audited financial statements for 
the fiscal year ended September 30, 1995 and the three-month unaudited 
financial statements for the quarter ended December 31, 1994, in order 
to provide a basis for comparing 12 months of operations in 1995 to 
fiscal 1996 operations. 
(3) The operations of Red River Marine, Inc. acquired in September 1995 
and Clay's Boats & Motors, Inc. acquired in December 1995 are included 
for the fiscal 1996 period. See ''Management's Discussion and Analysis 
of Financial Condition and Results of Operations'' and Note 4 of Notes 
to Consolidated Financial Statements.
(4) The operations of North Alabama Watersports, Inc. acquired in 
October 1996, Tri-Lakes Marine, Inc. acquired in November 1996, Bent's 
Marine, Inc. acquired in February 1997, Adventure Marine and Outdoors, 
Inc., Adventure Marine South, Inc. and Adventure Boat Brokerage, Inc. 
acquired in September 1997 are included for the fiscal 1997 period. 
Also includes the operations of Travis Boating Center Mississippi, 
which acquired certain assets from McLeod Marine, Inc. on August 1, 
1997.  See ''Management's Discussion and Analysis of Financial 
Condition and Results of Operations'' and Note 4 of Notes to 
Consolidated Financial Statements.
(5)	Includes only those stores open for the entire preceeding 12-month 
period. 
(6)	New stores or upgraded facilities are included in the comparable 
store base at the beginning of the store's thirteenth complete month 
of operations. 


Item 7.   Management's Discussion and Analysis of Financial Condition and 
Results of Operations 

	The following discussion should be read in conjunction with the 
consolidated financial statements of the Company and the notes thereto 
included elsewhere in this Report on Form 10-K. The discussion in this 
section of this Report on Form 10-K contains forward-looking statements 
that involve risks and uncertainties. The Company's actual results could 
differ materially from those discussed herein. Factors that could cause 
or contribute to such differences include, but are not limited to, those 
discussed in this section, those discussed in ''Risk Factors'' and those 
discussed elsewhere in this Report on Form 10-K. 


	Overview 

The following discussion compares fiscal years 1996 and 1997, which 
reflects the inclusion of the audited consolidated financial statements 
for the fiscal years ended September 30, 1996 and 1997, respectively.  
The Company acquired substantially all of the assets of North Alabama 
Watersports, Inc. in October 1996, Tri-Lakes Marine, Inc. in November 
1996, Bent's Marine, Inc. in February 1997, , as well as  Adventure 
Marine and Outdoors, Inc., Adventure Marine South, Inc. and Adventure 
Boat Brokerage, Inc. in September 1997.  The Company also acquired 
certain selected assets from McLeod Marine, Inc. in August 1997.  The 
results of the aformentioned fiscal 1997 acquisitions from their 
respective acquisition dates through September 30, 1997 are included in 
the discussion below. 

	The Company acquired substantially all of the assets of Red River 
Marine, Inc. in September 1995 and also acquired substantially all of the 
assets of Clay's Boats & Motors, Inc. in December 1995. The results of 
Red River Marine and Clay's Boats & Motors from their respective 
acquisition dates through September 30, 1996 are included in the 
discussion below. 

	Effective September 30, 1995, the Company elected to change its fiscal 
year end from December 31 to September 30. This change was made to 
establish a fiscal year that more closely conforms to the business cycle 
of the Company. The following discussion compares fiscal year 1996 to the 
12 month period ended September 30, 1995, which reflects the inclusion of 
the nine-month audited consolidated financial statements for the fiscal 
year ended September 30, 1995 and the three-month unaudited consolidated 
financial statements for the quarter ended December 31, 1994 in order to 
provide a basis for comparing 12 months of operations. 


	The following table sets forth for the periods indicated certain 
financial data as a percentage of net sales: 

<TABLE>
<CAPTION>

                                                       Twelve Months   Fiscal Year    Fiscal Year
                             Fiscal Years Ended           Ended          Ended           Ended
                          December 31,  September 30,  September 30,  September 30,   September 30,
                              1994          1995           1995           1996            1996
                           =========      =========      =========      =========       =========
<S>                        <C>            <C>            <C>            <C>             <C>
Net sales                      100.0%         100.0%         100.0%         100.0%          100.0%
Costs of goods sold             76.5           75.1           75.8           74.5            73.8 
                           ---------      ---------      ---------      ---------       ---------
Gross profit                    23.5           24.9           24.2           25.5            26.2   
Selling, general and 
 administrative expenses        17.0           15.3           16.9           16.8            17.0 
Operating income                 5.7            9.0            6.7            7.8             8.2 
Interest expense                 1.7            1.6            1.9            2.0             1.5 
Other income                     0.2            0.3            0.0            0.0             0.0
                           ---------      ---------      ---------      ---------       ---------
Income before income taxes       4.2            7.7            5.2            5.9             6.7   
Income tax expense               1.5            2.8            1.9            2.2             2.3   
                           ---------      ---------      ---------      ---------       ---------
Net income                       2.7%           4.9%           3.3%           3.7%            4.4%

</TABLE>




Results of Operations


	Highlights 

	Fiscal year 1997 was a record year for the Company, which included the 
following achievements compared to fiscal 1996: 

-Net sales increased  41.4% to $91.3 million. 

-Gross profit margins increased as a percentage of net sales by  70 basis 
points from 25.5% to 26.2%. 

-Operating income increased as a percentage of net sales by  40 basis 
points from 7.8% to 8.2%. 

-Net income increased by 67.1% from $2.4 million to $4.0 million. 

-Primary earnings per share increased by  20.5%  from $.78 to $.94, while 
the weighted average common shares outstanding increased by 39.7%. 


Fiscal Year Ended September 30, 1997 Compared to the Fiscal Year Ended 
September 30, 1996 

	Net sales.   Net sales increased by 41.3% to $91.3million in fiscal 
1997 from $64.6million in fiscal 1996. Of this increase in net sales, 
$22.0  million, or 82.4% is related to the stores acquired or newly 
opened in fiscal 1997, $2.1 million is attributable to a 5.7% growth in 
comparable store sales (6 stores in base) and $1.2 million or 4.5% is 
related to the five existing store locations which relocated or upgraded 
facilities to meet the Company's superstore standards during fiscal years 
1996 or 1997, and thus not yet includeable in the comparable store base. 
General growth in overall sales volume was in part the result of growth 
in new Travis Edition boating packages introduced in fiscal 1997.  This 
included the new addition of the Pro-Line and Polar brand boats as well 
as new boat models  introduced by the Company's existing boat 
manufacturers.  These additional new Travis Edition boat lines have 
allowed the Company to further broaden its boat line-up in an effort to 
continue to address the needs and desires of the recreational boating 
population.  During fiscal 1997, the Company experienced increased 
parts/accessories and service labor sales as an increased percentage of 
the Company's  store base was renovated to superstore standards which 
provide larger and more accessible areas to merchandise its product 
selection and  conduct repair work on boats.   This resulted in enhanced 
sales of parts/accessories and service labor both in actual dollars and 
as a percentage of net sales.  Parts/accessory sales increased from $5.7 
million, or 8.8% of net sales, to $8.6 million, or 9.4% of net sales, in 
fiscal years 1996 and 1997, respectively.   Service labor sales increased 
from $2.3 million, or 3.6% of net sales, to $3.3 million, or 3.6% of net 
sales, in fiscal years 1996 and 1997, respectively.   Net sales also 
benefitted from the Company's introduction of an used boat superstore on 
the premises of its Beaumont, Texas store location.  The used boat sales 
from this facility in fiscal 1997 were approximately $600,000.  The 
Company plans to continue to explore the used boat market and potential 
sites for used boat superstores. 
	
	The Company discontinued its emphasis on the sales program featuring 
weekend sales shows in the parking lots of local Sam's Clubs or certain 
other large retailers as certain retailers did not allow for the Company 
to display its entire product line which in turn did not allow for 
maximum sales reach and productivity.  This ''parking lot'' program which 
was initiated with several shows in late 1995, expanded during fiscal 
1996 to include a full-time travelling sales team and participation in 
approximately 35 parking lot shows (primarily during the second and third 
fiscal quarters) which generated net sales of approximately $2.5 million 
during fiscal 1996. 

	Net sales from comparable stores, which had 6 stores included in the 
base for calculation, increased 5.7% in fiscal 1997. The Company 
relocated or renovated 5 stores and opened or acquired an additional 8 
stores during fiscal years 1997 and 1996 rendering such locations to be 
excluded from the comparable store base. The Company's planned 
acquisition strategy and subsequent renovation of stores to superstore 
standards is expected to continue to negatively impact the number of 
stores includable in comparable store base calculations in relationship 
to the total number of store locations operated. See ''Risk Factors-
Dependence on Expansion.'' As such, comparable store performance is 
expected to remain unstable until higher percentages of the Company's 
stores are includable in comparable store calculations. 

	Included within net sales is revenue that the Company earns related to 
F&I Products. The Company, through relationships with various national 
and local lenders, is able to place financing for its customers' boating 
purchases. These lenders allow the Company to ''sell'' the loan at a rate 
higher than a minimum rate established by each such lender and the 
Company earns fees based on the percentage increase in the loan rate over 
the lender's minimum rate. The Company sells these loans without recourse 
except that in certain instances the Company must return the fees earned 
if the customer repays the loan or defaults in the first 120-180 days. 
The Company also sells, as a broker, certain types of insurance 
(property/casualty, credit life, disability) and extended service 
contracts. The Company may also sell these products at amounts over a 
minimum established cost and earn income based upon the profit over the 
minimum established cost. Net sales attributable to F&I Products 
increased by 48.2% to approximately $4.0 million in fiscal 1997 from $2.7 
million in fiscal 1996. This improvement was primarily due to higher net 
spreads achieved in the placement of customer financing, as well as 
overall increases in the percentage of customers buying these products 
(which is referred to as ''sell-through''). This increase was enhanced by 
the Company's continued emphasis on training of F&I employees and 
achievement of established goals. 

	Gross profit.   Gross profit increased by 45.3% to approximately $24.0 
million in fiscal 1997 from $16.5 million in fiscal 1996. Gross profit as 
a percent of sales increased to 26.2% in fiscal 1997 from 25.5% in fiscal 
1996. The Company generally seeks to maintain a gross profit margin of 
21% to 23% on its boating packages and is able to further leverage the 
margin through sales of parts/accessories, service labor and F&I 
Products, all of which generally produce gross profit margins in excess 
of 25%.  During fiscal 1997, the Company's gross profit margin was 
positively impacted by the increased revenues derived from the 
parts/accessory, service labor and used boat sales as discussed above in 
Net Sales.

	Net sales attributable to F&I Products, which have a significant 
impact on the gross profit margin, contributed $4.0 million, or 16.6%, of 
total gross profit in fiscal 1997, as compared to $2.7 million, or 16.4%, 
of total gross profit for fiscal 1996. Net sales attributable to F&I 
Products are reported on a net basis and therefore all of such sales 
contribute directly to the Company's gross profit. The costs associated 
with the sale of F&I Products are included in selling, general and 
administrative expenses. 

	Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 43.1% to $15.6 million in fiscal 
1997 from $10.9 million for fiscal 1996. Selling, general and 
administrative expenses as a percent of net sales increased by 20 basis 
points to 17.0% in fiscal 1997 from 16.8% for fiscal 1996. In terms of 
both actual dollars and as a percentage of net sales, the increase in 
selling, general and administrative expenses was primarily attributable 
to increased expenses associated with the operation of a larger store 
network, through growth in the corporate-office staffing infrastructure 
and  increased advertising costs associated with introducing Travis Boats 
and its Travis Edition products into new geographically diverse regions.  
Rental expense also increased as a percent of net sales as the Company 
expanded and relocated its Corporate headquarters which had previously 
been located in the Austin, Texas superstore facility.  Opening and other 
start-up costs associated with the relocation of the Arlington, Texas 
facility to a new superstore location, and the opening of satellite sales 
facility locations in Dallas, Texas and Hot Springs, Arkansas also 
contributed to the increase in selling, general and administrative 
expenses.

Costs associated with being a public company such as annual reports, 
investor relations, investor presentations and certain legal and 
accounting issues further impacted selling, general and administrative 
expenses.
 
	Interest expense.   Interest expense, in actual dollars, increased by 
5.0% to $1.4 million in fiscal 1997 from $1.3 million in fiscal 1996.  
However, interest expense as a percent of net sales, decreased to 1.5% in 
fiscal 1997 from 2.0% in fiscal 1996. Effective with the funding of the 
Company's Initial Public Offering in late June of 1996 and an additional 
140,500 shares in the over-allotment option, the Company reduced certain 
revolving indebtedness and certain long term indebtedness.  The Company 
has since continued to utilize available working capital and has 
negotiated reduced borrowing rates under its floor plan and revolving 
lines of credit which have combined to provide for the containment of 
interest expense and its percentage decrease as a percent of net sales. 
The Company intends to reborrow under its revolving credit lines as 
necessary to fund future acquisitions and to support working capital 
needs. See ''Liquidity and Capital Resources.'' 

	Net income.   Net income increased by 67.1% to approximately $4.0 
million in fiscal 1997 from $2.4 million in fiscal 1996. Net income as a 
percent of sales increased to 4.4% from 3.7% during the same periods. Net 
income attributable to F&I Products increased by 48.2% to approximately 
$1.2 million in fiscal 1997 from $810,000 in fiscal 1996. The calculation 
of net income attributable to F&I Products is based on an allocation of 
gross profit after adjusting for costs which management believes are 
directly allocable to F&I Products. 

Fiscal Year Ended September 30, 1996 Compared to the Twelve Months Ended 
September 30, 1995 

	Net sales.   Net sales increased by 45% to $64.6 million in fiscal 
1996 from $44.6 million in the twelve months ended September 30, 1995. Of 
this increase, $780,000 was attributable to 4.3% growth in comparable 
store sales (4 stores in base) and $16.6 million, or 83.0% is related to 
the four stores acquired or newly opened in 1995 and $2.5 million, or 
12.5% is related to the four store existing store locations which 
relocated or upgraded facilities to meet the Company's superstore 
standards during fiscal 1996. General growth in overall sales volume was 
in part the result of growth in new boating packages introduced in fiscal 
1996 and in the expanded offering of boating packages introduced in 1995 
along with increased sales of parts/accessories, service labor and F&I 
Products. Net sales also benefitted from the Company's participation in 
additional season-opening boat shows and a new sales program featuring 
weekend sales shows in the parking lots of local Sam's Clubs or certain 
other large retailers. The ''parking lot'' program which was initiated 
with several shows in late 1995, expanded during fiscal 1996 to include a 
full-time travelling sales team and participation in approximately 35 
parking lot shows (primarily during the second and third fiscal quarters) 
which generated net sales of approximately $2.5 million. 

	Net sales from comparable stores, which had 4 stores included in the 
base for calculation, increased 4.3% in fiscal 1996. The Company 
relocated or renovated 4 stores and acquired or opened an additional 4 
stores during fiscal years 1995 and 1996 rendering such locations to be 
excluded from the comparable store base. The Company's planned 
acquisition strategy and subsequent renovation of stores to superstore 
standards is expected to continue to negatively impact the number of 
stores includable in comparable store base calculations in relationship 
to the total number of store locations operated. See ''Risk Factors-
Dependence on Expansion.'' As such, comparable store performance is 
expected to remain unstable until higher percentages of the Company's 
stores are includable in comparable store calculations. 

	Included within net sales is revenue that the Company earns related to 
F&I Products. The Company, through relationships with various national 
and local lenders, is able to place financing for its customers' boating 
purchases. These lenders allow the Company to ''sell'' the loan at a rate 
higher than a minimum rate established by each such lender and the 
Company earns fees based on the percentage increase in the loan rate over 
the lender's minimum rate. The Company sells these loans without recourse 
except that in certain instances the Company must return the fees earned 
if the customer repays the loan or defaults in the first 120-180 days. 
The Company also sells, as a broker, certain types of insurance 
(property/casualty, credit life, disability) and extended service 
contracts. The Company may also sell these products at amounts over a 
minimum established cost and earn income based upon the profit over the 
minimum established cost. Net sales attributable to F&I Products 
increased by 75.3% to $2.7 million in fiscal 1996 from $1.6 million in 
the twelve months ended September 30, 1995. This improvement was 
primarily due to higher net spreads achieved in the placement of customer 
financing, as well as overall increases in the percentage of customers 
buying these products (which is referred to as ''sell-through''). This 
increase was enhanced by the Company's continued emphasis on training of 
F&I employees and achievement of established goals. 

	Gross profit.   Gross profit increased by 52.8% to $16.5 million in 
fiscal 1996 from $10.8 million in the twelve months ended September 30, 
1995. Gross profit as a percent of sales increased to 25.5% in fiscal 
1996 from 24.2% in the twelve months ended September 30, 1995. The 
Company generally seeks to maintain a gross profit margin of 21% to 23% 
on its boating packages and is able to further leverage the margin 
through sales of parts/accessories, service labor and F&I Products, all 
of which generally produce gross profit margins in excess of 25%. 

	Net sales attributable to F&I Products, which have a significant 
impact on the gross profit margin, contributed $2.7 million, or 16.4%, of 
total gross profit in fiscal 1996, as compared to $1.6 million, or 14.8%, 
of total gross profit for the twelve months ended September 30, 1995. Net 
sales attributable to F&I Products are reported on a net basis and 
therefore all of such sales contribute directly to the Company's gross 
profit. The costs associated with the sale of F&I Products are included 
in selling, general and administrative expenses. 

	Selling, general and administrative expenses.   Selling, general and 
administrative expenses increased by 45.3% to $10.9 million in fiscal 
1996 from $7.5 million for the twelve months ended September 30, 1995. 
Selling, general and administrative expenses as a percent of net sales 
decreased to 16.8% in fiscal 1996 from 16.9% for the twelve months ended 
September 30, 1995. The decrease in selling, general and administrative 
expenses as a percent of net sales was the result of the economies of 
operating a larger store base and regional market presence, particularly 
in the leveraging of advertising, insurance, rents and 
depreciation/amortization expenses. In terms of dollars, the increase in 
selling, general and administrative expenses was primarily attributable 
to increased expenses associated with the operation of a larger store 
network, the Company's participation in additional season-opening boat 
shows and the expenses related to completing the implementation of the 
Company's management information system in all of its stores operating as 
of September 30, 1996. Additionally, the Company's management information 
system has been implemented in the three store locations acquired since 
September 30, 1996. 


	Interest expense.   Interest expense, in actual dollars, increased by 
45.7% to $1.3 million in fiscal 1996 from $845,000 in the twelve months 
ended September 30, 1995. However, interest expense as a percent of net 
sales remained flat at 1.9% and 2.0% in the 1995 and 1996 periods, 
respectively. The Company incurred additional debt levels in the 
acquisition of Red River Marine and Clay's Boats & Motors as well as 
higher balances on the Company's floor plan lines of credit necessary to 
support inventory requirements for the additional stores and actual 
increase in net sales. Effective with the funding of the Company's 
Initial Public Offering in late June of 1996 and an additional 140,500 
shares in the over-allotment options, the Company reduced certain 
revolving indebtedness and certain long term indebtedness. This reduction 
of debt in the Company's third and fourth fiscal quarters provided for 
the containment of interest expense and its percentage decrease as a 
percent of net sales. The Company intends to reborrow under its revolving 
credit lines as necessary to fund future acquisitions and to support 
working capital needs. See ''Liquidity and Capital Resources.'' 

	Net income.   Net income increased by 60.3% to $2.4 million in fiscal 
1996 from $1.5 million in the twelve months ended September 30, 1995. Net 
income as a percent of sales increased to 3.7% from 3.4% during the same 
periods. Net income attributable to F&I Products increased by 73.8% to 
$810,000 in fiscal 1996 from $466,000 in the twelve months ended 
September 30, 1995. The calculation of net income attributable to F&I 
Products is based on an allocation of gross profit after adjusting for 
costs which management believes are directly allocable to F&I Products. 


	Quarterly Data and Seasonality 

	The following table sets forth certain unaudited quarterly financial 
data for each of the Company's last eight quarters and such data 
expressed as a percentage of the Company's net sales for the respective 
quarters. The information has been derived from unaudited financial 
statements that, in the opinion of management, reflect all adjustments 
(consisting only of normal recurring adjustments) necessary for a fair 
presentation of such quarterly information. The operating results for any 
quarter are not necessarily indicative of the results to be expected for 
any future period. 




<TABLE>
<CAPTION>

                                                                    Quarter Ended
                                       Fiscal Year 1996                                        Fiscal Year 1997
                        Dec. 31      March 31       June 30      Sept. 30       Dec. 31      March 31       June 30      Sept. 30
                       ---------     ---------     ---------     ---------     ---------     ---------     ---------     ---------
                                                                    (In thousands)
<S>                    <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Net sales              $   3,564     $   18,453    $   26,445    $   16,093    $   5,451     $   24,273    $  37,348     $  24,237
Gross profit                 948          4,623         6,613         4,299        1,341          6,404        9,531         6,679
Selling, general and
  Administrative
    expenses               1,551          2,751         3,767         2,788        2,140          3,638        5,426         4,358
Operating income (loss)     (729)         1,736         2,705         1,349         (983)         2,529        3,873         2,061
Interest expense             276            393           424           196          214            415          412           313
Net income (loss)           (642)           885         1,416           724         (744)         1,320        2,172         1,234
Net Income per Share        (.24)           .32           .52           .18         (.18)           .32          .53           .29
Wtd. Average Shares
  Outstanding              2,684          2,684         2,741         4,097        4,137          4,137        4,137         4,291

</TABLE>



<TABLE>
<CAPTION>


                                         As a Percentage of Net Sales  
         
<S>                    <C>           <C>           <C>           <C>           <C>           <C>           <C>           <C>
Net sales                  100.0%         100.0%        100.0%        100.0%       100.0%         100.0%       100.0%        100.0%
Gross profit                26.6           25.1          25.0          26.7         24.6%          26.4%        25.5%         27.6%
Selling, general and
  administrative
    expenses                43.5           14.9          14.2          17.3         39.3%          15.0%        14.5%         18.0%
Operating income (loss)    (20.5)           9.4          10.2           8.4        (18.0)          10.4         10.4           8.5
Interest expense             7.7            2.1           1.6           1.2          3.9            1.7          1.1           1.3
Net income (loss)          (17.9)           4.8           5.4           4.5        (13.7)           5.4          5.8           5.1

</TABLE>

	The Company's business, as well as the sales demand for various types 
of boats, tends to be highly seasonal. Strong sales typically begin in 
January with the onset of the public boat and recreation shows, and 
continue through July. Over the previous four-year period, the average 
annual net sales for the quarterly periods ended March 31 and June 30 
represented in excess of 28% and 37%, respectively, of the Company's 
annual net sales. With regard to net income, the Company historically 
generates profits in three of its fiscal quarters and experiences 
operating losses in the quarter ended December 31 due to a broad seasonal 
slowdown in sales. During the quarter ended September 30, inventory 
typically reaches its lowest levels and accumulated cash reserves reach 
the highest levels. During the quarter ended December 31, the Company 
generally builds inventory levels in preparation for the upcoming selling 
season which begins with boat and recreation shows occurring during 
January through March in certain market areas in which the Company 
conducts business. Travis Boats' operating results would be materially 
and adversely affected if net sales were to fall significantly below 
historical levels during the months of January through June. 

	The Company's business is also significantly affected by weather 
patterns. Weather conditions that are unseasonable or unusual may 
adversely affect the Company's results of operations. For example, 
drought conditions or merely reduced rainfall levels, as well as 
excessive rain, may affect the Company's sale of boating packages and 
related products and accessories. While management believes that the 
Company's quarterly net sales will continue to be impacted by 
seasonality, quarterly results may become less susceptible to certain 
regional weather conditions as expansion occurs throughout the southern 
United States. 


	Quarterly results may fluctuate as a result of the expenses associated 
with new store openings or acquisitions. The Company, prior to fiscal 
1997, had attempted to concentrate expansion during the seasonal slowdown 
generally occurring in the quarter ending December 31. During fiscal 
1997, the Company modified its acquisition strategy to acquire store 
locations through-out the fiscal year.  This was done to allow the 
Company the opportunity to derive in-season sales from the acquisitions 
as well as to provide a longer period in which to integrate the acquired 
store's operations.  Accordingly, the results for any quarterly period 
may not be indicative of the expected results for any other quarterly 
period. 
	
    Year 2000 Issues

	The Year 2000 issue is the result of computer programs being written 
using two digits rather than four (for example, "97" for 1997) to define 
the applicable year.  Any of the Company's programs that have time-
sensitive software may recognize a date using "00" as the year 1900 
rather than the year 2000.  In some cases, the new date will cause 
computers to stop operating, while in other cases, incorrect output may 
result.  Since the Company is currently in the process of replacing and 
upgrading its computer hardware and software systems, the Company 
believes that there is little business risk attributable to the Year 2000 
issue.

	Liquidity and Capital Resources 

	The Company's short-term cash needs are primarily for working capital 
to support operations including inventory requirements, off-season 
liquidity and store expansion. These short-term cash needs have 
historically been financed with cash from operations and borrowings under 
the Company's floor plan and revolving credit lines (collectively the 
"credit facilities"). At September 30, 1997, the Company had working 
capital of $14.8 million, including $3.9 million in accounts receivable 
(primarily contracts in transit from sales) and $34.5 million in 
inventories, offset by approximately $5.2 million of accounts payable and 
accrued liabilities, $14.4 million outstanding under floor plan lines of 
credit, approximately $6.0 million under revolving lines of credit and 
$4.3 million in other current liabilities and short-term indebtedness 
including current maturities of long-term debt. Contracts in transit are 
amounts receivable from a customer or a customer's financial institution 
related to that customer's purchase of a boat. As of September 30, 1997, 
the aggregate maximum borrowing limits under floor plan and revolving 
lines of credit were approximately $25.0 million and $55.0 million, 
respectively. 

	In fiscal 1996, operating activities utilized cash flows of $2.1 
million due primarily to an increase of $6.2 million in inventories, 
offset partially by unearned revenue of $1.2 million relating to a volume 
purchase from a manufacturer. Of the increase in inventories, 
approximately $4.4 million is related to stocking of the newly acquired 
store locations since the acquisitions during fiscal 1996 occured in the 
off-season and the acquired store locations had little remaining 
inventory. Subsequently, the Company maintains a representative level of 
stocking of its Travis Edition boating packages and generally over 9,000 
stock keeping units in parts/accessories. 

	In fiscal 1997, operating activities utilized cash flows of $808,000 
due primarily to an increase of $5.2 million and $2.0 million in 
inventories and accounts receivable, respectively.   These amounts were 
offset partially by an increase in accrued liabilities of $913,000 and an 
additional $1.4 million payable to the sellers of Adventure Marine (which 
is payable in 88,361 shares of newly issued shares of the Company's 
common stock) related to the purchase which is effective as of September 
30, 1997. Of the increase in inventories, approximately $14.6 million is 
related to inventory acquired  in seven store acquisitions during fiscal 
1997 and the initial stocking of Travis Editions product in the newly 
acquired locations. 

	Financing activities in fiscal 1997 provided $10.8 million of cash 
flows primarily from the net proceeds of borrowings under the Company's 
credit facilities.  Effective October 31, 1997, the Company renewed and 
increased its $15.0 million revolving line of credit agented by 
NationsBank of Texas, N.A. to a new credit limit of $55.0 million.  The 
line provides for borrowing pursuant to a borrowing formula based upon 
the certain of the Company's inventory and accounts receivable. 
Collateral consists of a security interest in specific inventories (and 
proceeds thereof), accounts receivable and contracts in transit. The line 
has a maturity on October 31, 1999 and pricing is at the Company's 
election of  the prime rate minus .375% or on a LIBOR based price 
structure.  There is  a fee on the unused portion assessed quarterly. A 
comprehensive loan agreement governs the line of credit. The agreement 
contains financial covenants regulating debt service coverages, tangible 
net worth, operating leverage and restrictions on dividends or 
distributions. As of December 18, 1997, $18.3 million was drawn on the 
revolving line and the Company could  borrow an additional $3.1 million 
based upon the revolving line's borrowing formula.  Management believes 
the Company to be in compliance with the terms and conditions of this 
loan agreement.   

	The Company also maintains floor plan lines of credit with various 
finance companies totalling approximately $25 million in credit limits, 
which generally have no stated maturity and utilize subsidies from 
manufacturers to provide for certain interest free periods each calendar 
year (usually August through at least May). Certain floor plan lines of 
credit with finance companies are governed by loan agreements containing 
financial covenants concerning, among others, minimum tangible net worth 
and leverage ratios. As of December 18, 1997, approximately $19.5 million 
was drawn under the floor plan lines and management believes the Company 
was in compliance with the terms and conditions of these loan agreements. 

	Merchandise inventories were $20.6 million and $34.5 million as of 
September 30, 1996 and September 30, 1997, respectively. Accounts 
receivable increased by approximately $2.6 million to $3.9 million at the 
end of fiscal 1997 from a year earlier. The receivables amount represents 
primarily contracts in transit generated from sales. Costs in excess of 
net assets acquired increased to by approximately $4.3 million to $5.4 
million in fiscal 1997 due to the acquisitions during fiscal 1997 
discussed previously in the section Overview. 

	The Company had net capital expenditures of approximately $1.4 million 
in fiscal 1996 and approximately $5.7 million in fiscal 1997.   Capital 
expenditures during fiscal 1996 included the acquisition of Clay's Boats 
& Motors, the renovation of several facilities to the Company's 
superstore standards and expenses related to the roll-out of the 
Company's management information systems in certain store locations.  In 
fiscal 1997 the Company's capital expenditures included the acquisitions 
of the store locations discussed previously in the section Overview.  The 
Company also acquired land and buildings for store locations in Beaumont, 
Texas and Pascagoula, Mississippi and continued to renovate certain store 
locations to superstore standards.  The fiscal 1997 capital expenditures 
were primarily financed under the Company's credit facilities and 
additionally with certain individuals and corporations. 

	The Company's revolving credit facility, floor plan lines of credit 
and internally generated working capital should be sufficient to meet the 
Company's cash requirements in the near future. 


	New Accounting Standards 

	In March 1995, the Financial Accounting Standards Board (FASB) issues 
Statement No. 121, ''Accounting for the Impairment of Long-Lived Assets 
and for Long-Lived Assets to be Disposed of '', which requires impairment 
losses to be recorded on long-lived assets used in operations when 
indicators of impairment are present and the undiscounted cash flows 
estimated to be generated by those assets are less than the assets' 
carrying amount. Statement No. 121 also addresses the accounting for 
long-lived assets that are held for disposition. The Company adopted 
Statement No. 121 effective October 1, 1995.  No material impact to the 
Company's results of operations or financial position resulted from such 
adoption. 

	The Company has elected to follow Accounting Principles Board No. 25, 
Accounting for Stock Issued to Employees (APB 25), and related 
interpretations in accounting for its employee stock options because the 
alternative fair value accounting provided for under FASB Statement No. 
123, Accounting for Stock-Based Compensation (Statement 123), requires 
use of option valuation models that were not developed for use in valuing 
employee stock options.  Under APB 25, because the exercise price of the 
Company's employee stock options equals the market price of the 
underlying stock on the date of grant, no compensation expense is 
recognized.

	Pro forma information regarding net income and earnings per share is 
required by Statement 123, which also requires that the information be 
determined as if the Company had accounted for its employee stock options 
granted subsequent to June 30, 1995 under the fair value method 
prescribed by Statement 123.  The Company has evaluated the effects of 
Statement 123 and determined that it does not have a material effect on 
the Company's statement of operations or earnings per share. 

	In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings Per Share (Statement 128), which is required 
to be adopted for financial statements issued for periods ending after 
December 15, 1997.  At that time the Company will be required to change 
the method currently used to compute earnings per share and to restate 
all prior periods.  Under the new requirements, the presentation of 
primary earnings per share is replaced with a presentation of basic 
earnings per share, the calculation of which excludes the dilutive effect 
of common stock equivalents.

	Inflation 

	The Company believes that inflation generally has not had a material 
impact on its operations or liquidity to date. 


Item 8.   Financial Statements 

	For the financial statements and supplementary data required by this 
Item 8, see the Index to Consolidated Financial Statements and Schedules. 


Item 9.   Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure 

	Not applicable. 


PART III 

Item 10.   Directors and Executive Officers 

	There is incorporated herein by reference that portion of the 
Company's proxy statement for the 1998 Annual Meeting of Stockholders 
which appears therein under the captions ''Item 1: Election of 
Directors'' and ''Information Concerning Directors.'' 


Item 11.   Executive Compensation 

	There is incorporated in this Item 11 by reference that portion of the 
Company's definitive proxy statement for the 1998 Annual Meeting of 
Stockholders which appears under the caption ''Executive Compensation.'' 


Item 12.   Security Ownership of Certain Beneficial Owners and Management 

	There is incorporated in this Item 12 by reference that portion of the 
Company's definitive proxy statement for the 1998 Annual Meeting of 
Stockholders which appears under the caption ''Securities Holdings of 
Principal Stockholders, Directors, Nominees and Officers.'' 


Item 13.   Certain Relationships and Related Transactions 

	There is incorporated in this Item 13 by reference that portion of the 
Company's definitive proxy statement for the 1998 Annual Meeting of 
Stockholders which appears under the captions ''Certain Relationships and 
Related Transactions'' and ''Compensation Committee Interlocks and 
Insider Participation.'' 




                                PART IV 

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 

(a) 1. Financial Statements 

	The following consolidated financial statements of the Company are 
included following the Index to Consolidated Financial Statements and 
Schedules on page F-1 of this Report. 

     Report of Ernst & Young LLP, Independent Auditors      F-1
     Consolidated Balance Sheets                            F-2
     Consolidated Statements of Income                      F-3
     Consolidated Statements of Shareholder's Equity        F-4
     Consolidated Statements of Cash Flows                  F-5
     Notes to Consolidated Financial Statements             F-6



(a) 2. Financial Statement Schedules 

	All other schedules have been omitted because they are not applicable, 
not required under the instructions, or the information requested is set 
forth in the consolidated financial statements or related notes thereto. 


(a) 3. Exhibits 

	The following Exhibits are incorporated by reference to the filing or 
are included following the Index to Exhibits. 


INDEX TO EXHIBITS 

    (a) Exhibits:   Except as otherwise noted, all Exhibits have been 
previously filed with Registrant's S-1 dated June 1996. 

    3.1  Restated Articles of Incorporation of the Registrant, 
         as amended.
    3.2  Restated Bylaws of the Registrant, as amended.
    10.2(a) Agreement dated as of August 11, 1995, between the 
         Company and Outboard Marine
         Corporation.
    10.2(b) Dealer Agreement dated as of October 13, 1995, 
         between the Company and Outboard Marine Corporation.
    10.3  Dealer Agreement dated as of August 17, 1995, between 
         the Company and Larson Boats, a Division of Larson/Glastron Boats,
         Inc., a subsidiary of Genmar Industries, Inc.
    10.4 Dealer Agreement dated as of August 17, 1995, between 
         the Company and Mastercrafters Corporation.
    10.5(a) Inventory Security Agreement and Power of Attorney 
         dated as of November 30, 1993, Between Bombardier Capital Inc. and
         the Company.
    10.5(b) Inventory Security Agreement and Power of Attorney dated as of
         November 30, 1993, Between Bombardier Capital Inc. and Falcon Marine 
         Abilene, Inc.
    10.6(a) Agreement for Wholesale Financing dated as of August 17, 1995,
         by and among Deutsche Financial Services Corporation, the Company
         and its subsidiaries; and Amendment to Agreement for Wholesale
         Financing dated as of September 22, 1995.
    10.6(b) Agreement for Wholesale Financing dated as of August 17, 1995,
         between Deutsche Financial Services Corporation and Travis Boats & 
         Motors Baton Rouge, Inc.
    10.7(a) Inventory Loan Agreement dated as of September 20, 1995, between
         TBC Arkansas, Inc. And Hibernia National Bank.
    10.7(b) Commercial Security Agreement dated September 1, 1995, between
         TBC Arkansas, Inc. and Hibernia National Bank.
    10.8(a) Inventory Loan Agreement dated as of December 17, 1992, between
         Travis Boats & Motors Baton Rouge, Inc. and Hibernia National Bank;
         and First Amendment to Inventory Loan Agreement dated as of
         February 7, 1994.
    10.8(b) Promissory Note dated May 30, 1995, in the original principal
         amount of $100,000, payable By Travis Boats & Motors Baton Rouge,
         Inc. to Hibernia National Bank.
    10.8(c) Promissory Note dated May 30, 1995, in the original principal
         amount of $800,000, payable By Travis Boats & Motors Baton Rouge,
         Inc. to Hibernia National Bank.
    10.8(d) Promissory Note dated July 14, 1995, in the original principal
         amount of $480,000, payable By Travis Boats & Motors Baton Rouge,
         Inc. to Hibernia National Bank.
    10.8(e) Business Loan Agreement dated July 14, 1995, between Travis
         Boats & Motors Baton Rouge, Inc. and Hibernia National Bank.
    10.8(f) Commercial Security Agreement dated July 14, 1995, between
         Travis Boats & Motors Baton Rouge, Inc. and Hibernia National Bank.
    10.8(g) Collateral Mortgage dated July 14, 1995, from Travis Boats &
         Motors Baton Rouge, Inc. to Hibernia National Bank.
    10.8(h) Assignment of Leases and Rents dated July 14, 1995, between
         Travis Boats & Motors Baton Rouge, Inc. and Hibernia National Bank.
    10.8(i) Pledge of Collateral Mortgage Note dated July 14, 1995, from
         Travis Boats & Motors Baton Rouge, Inc. to Hibernia National Bank.
    10.9(a) Promissory Note dated September 1, 1995, in the original
         principal amount of $3,000,000, Payable by TBC Arkansas, Inc. to
         Hibernia National Bank.
    10.9(b) Commercial Guaranty dated September 1, 1995 by the Company in
         favor of Hibernia National Bank guarantying a $3,000,000 Promissory 
         Note.
    10.9(c) Promissory Note dated September 1, 1995, in the original principal
         amount of $250,000, Payable by TBC Arkansas to Hibernia National Bank.
    10.10(a) Amended and Restated Loan Agreement dated as of September 15,
         1995, by and among NationsBank of Texas, N.A., the Company and its 
         subsidiaries.
    10.10(b)Security Agreement dated July 31, 1995, by and among Nations Bank
         of Texas, N.A., the Company and its subsidiaries.
    10.11 General Promissory Note dated August 31, 1995, in the original
         principal amount of $300,000, payable by the Company to Amerisure 
         Property & Casualty, Ltd.
    10.12 General Promissory Note dated August 31, 1995, in the original
         principal amount of $100,000, payable by the Company to Capitol
         Commerce Reporter, Inc.
    10.13 General Promissory Note dated August 31, 1995, in the original
         principal amount of $75,000, payable by the Company to Capitol
         Commerce Reporter, Inc.
    10.14 General Promissory Note dated August 31, 1995, in the original
         principal amount of $150,000, payable by the Company to Joe Simpson
         and Pat Simpson.
    10.15 Asset Purchase Agreement dated as of September 20, 1995, by and
         among Red River Marine, Inc., Red River Marine, Inc. #2, and TBC 
         Arkansas, Inc.
    10.16 Promissory Note dated September 20, 1995, in the original principal
         amount of $800,000, Payable by TBC Arkansas, Inc. to Benny Hargrove.
    10.17(a)Promissory Note dated as of September 20, 1995, in the original
         principal amount of $462,145.53, payable by TBC Arkansas, Inc. to Red
         River Marine, Inc. #2.
    10.17(b) Mortgage With Power of Sale (Realty) dated September 20, 1995,
         from TBC Arkansas, Inc. to Red River Marine, Inc. #2.
    10.18 Promissory Note dated September 20, 1995, in the original principal
         amount of $230,177.16, payable by TBC Arkansas, Inc. to Red River
         Marine, Inc. and Red River Marine, Inc. #2.
    10.19 Promissory Note dated September 20, 1995, in the original principal
         amount of $108,750, Payable by TBC Arkansas, Inc. to Red River Marine,
         Inc. and Red River Marine, Inc. #2.
    10.20 Travis Boats and Motors, Inc. 1995 Incentive Plan.
    10.21 Form of Amended and Restated Employment Agreement dated May 7, 1996,
         between the Company and Mark T. Walton, Ronnie L. Spradling and
         Michael B. Perrine.
    10.22 Form of Option Agreement dated May 17, 1995, between the Company and
         Michael B. Perrine, Ronnie L. Spradling and Mark T. Walton.
    10.23 Form of Indemnification Agreement for Directors and Officers of the
         Company.
    10.24 Management Agreement dated December 14, 1995, by and among TBC
         Management, Ltd., The Company and its subsidiaries.
    10.25 [Intentionally left blank]	
    10.26(a) First Lien Promissory Note dated September 15, 1995, in the
         original principal amount of $679,000, payable by Travis Snowden
         Marine, Inc. to NationsBank of Texas, N.A.
    10.26(c) First Lien Deed of Trust, Assignment, Security Agreement and
         Financing Statement dated September 15, 1995, from Travis Snowden
         Marine, Inc. to Michael F. Hord, Trustee.
    10.27(a) Second Modification and Extension Agreement dated April 26, 1994,
         between the Company and NationsBank of Texas, N.A. 	
    10.27(b) ''504'' Note dated April 28, 1994, in the original principal
         amount of $454,000, payable by the Company to Cen-Tex Certified
         Development Corporation.	
    10.27(c) Deed of Trust, Assignment, Security Agreement and Financing
         Statement dated March 5, 1993, from the Company to Michael F. Hord,
         Trustee.	
    10.27(d) Deed of Trust dated April 28, 1994, from the Company to Wm. H.
         Harrison, Jr., Trustee.
    10.28 Trust Agreement dated December 31, 1994, by and among Ideal Insurance
         Company, Ltd. and the Company.
    16   Letter re change in certifying accountant.
              
       Portions of this exhibit have been omitted and are subject to an 
application for confidential treatment filed separately with the 
Commission. 

The above Exhibits have been previously filed with Registrant's S-1 dated 
June 1996. 

    (b) Financial Statement Schedules:   None. 

    The following exhibits are filed herewith 


    10.29(a) Revolving Credit Agreement dated as of December 12, 1996, in the
         original principal amount of $15,000,000 by and among the Company,
         its Subsidiaries and NationsBank of Texas, N.A. as agent.
    10.29(b) Commercial Security Agreement dated as of December 12, 1996 by
         and among the Company, its Subsidiaries and NationsBank of Texas, 
         N.A. as agent.
    10.29(c) Promissory Note dated as of December 12, 1996 in ane original
         principal amount of $9,000,000 among the Company, its subsidiaries and
         NationsBank of Texas, N.A., as agent.
    10.29(d) Promissory Note dated as of December 12, 1996 in the original
         principal amount of $6,000,000 among the Company, its subsidiaries and
         NationsBank of Texas, N.A. as agent.
    10.30 Asset Purchase Agreement dated as of November 1, 1996 between Travis
         Boating Center Tennessee, Inc. and Tri-Lakes Marine, Inc.
    10.31 Asset Purchase Agreement dated as of November 1, 1996 between Travis
         Boating Center Alabama, Inc. and Tri-Lakes Marine, Inc.

The above Exhibits have been previously filed with 
Registrant's Report on Form 10-K  for the fiscal 
year ended September 30, 1996.



The following exhibits are filed herewith on the 
Registrant's Report on Form 10-K for the fiscal 
year ended September 30, 1997.

    10.32(#) Asset Purchase Agreement dated as of February 19, 1997 between
         Travis Boating Center Louisiana, Inc. and Bent's Marine, Inc. 
    10.33 Asset Purchase Agreement dated as of August 1, 1997 between Travis
         Boating Center Mississippi, Inc. and McLeod Marine, Inc
    10.34 Stock Purchase Agreement dated as of September 30, 1997 among
         Travis Boating Center Florida, Inc. and Frederic D. Pace and John W.
         Reinhold providing for the purchase of 100% of the common stock of 
         Adventure Boat Brokerage, Inc. 
    10.35 Stock Purchase Agreement dated as of September 30, 1997 among Travis
         Boating Center Florida, Inc. and John W. Reinhold providing for the
         purchase of 100% of the common stock of Adventure Marine & Outdoors,
         Inc.
    10.36 Stock Purchase Agreement dated as of September 30, 1997 among Travis
         Boating Center Florida, Inc. and Frederic D. Pace and John W. Reinhold
         providing for the purchase of 100% of the common stock of Adventure
         Marine South, Inc.
    10.37 First Amendment to Revolving Credit Agreement dated as of October 31,
         1997, in the original principal amount of $55,000,000 by and among the
         Company, its Subsidiaries and NationsBank of Texas, N.A. as agent.
    10.38 Asset Purchase Agreement dated as of November 20, 1997 between Travis
         Boating Center Tennessee, Inc. and Southeastern Marine Group, Inc.
    10.39(+) Travis Boats & Motors, Inc. 1995 Incentive Plan filed pursuant to
         Form S-8 filed on December 11,1997.
    21.1 List of Subsidiaries of Registrant.
    23.1(+) Consent of Ernst & Young LLP, Independent Auditors of Registrant,
         dated December 23, 1997.
    27.1 Financial Data Schedule.

(#) Incorporated by reference from the Company Report on Form 10-Q for 
  the quarter ended March 31, 1997.
(+) Incorporated by reference from the Company's filing on Form S-8 on 
  December 11, 1997.

	No annual report or proxy material has been sent to security holders 
as of the date of this Form 10-K; however, the Company anticipates 
sending the annual report and proxy materials on or before any applicable 
deadlines. When such a report and proxy materials are furnished, the 
Registrant will furnish copies of such materials to the Commission. 


<PAGE>

SIGNATURES 

	Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized. 

                                  TRAVIS BOATS & MOTORS, INC. 


                                  _____/S/___ MARK T. WALTON 
                               By:   
                                  Chairman of the Board and President 

Date: December 23, 1997

	Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the registrant and in the capacities and on the dates indicated. 


Name                              Capacity                       Date Signed 

/S/ MARK T. WALTON 
                                                                 
Mark T. Walton         Chairman of the Board, President and    December 23, 1997
                      Director (Principal Executive Officer ) 



/S/ MICHAEL B. PERRINE 
                                                                 
Michael B. Perrine      Chief Financial Officer, Secretary     December 23, 1997
                        and Treasurer (Principal Financial
                           and  Accounting Officer ) 



/S/ RONNIE L. SPRADLING 
                                                                 
Ronnie L. Spradling     Executive Vice President-New Store    December 23, 1997
                             Development and Director 


/S/  E. D. BOHLS 
                                                                 
E. D. Bohls                      Director                      December 23, 1997


/S/ STEVEN W. GURASICH, JR. 
                                                                 
Steven W. Gurasich, Jr.          Director                      December 23, 1997


/S/   ZACH MCCLENDON, JR
 
Zach McClendon, Jr.              Director                      December 23, 1997


/S/   ROBERT C. SIDDONS 
                                                                 
Robert C. Siddons                Director                      December 23, 1997


/S/   JOSEPH E. SIMPSON 

Joseph E. Simpson                Director                      December 23, 1997



<PAGE>


                         Report of Independent Auditors



The Board of Directors
Travis Boats & Motors, Inc. and Subsidiaries


We have audited the accompanying consolidated balance sheets of Travis 
Boats & Motors, Inc. and Subsidiaries as of September 30, 1997 and 1996 
and the related consolidated statements of income, stockholders' equity 
and cash flows for the years then ended and the nine-month period ended 
September 30, 1995. These financial statements are the responsibility of 
the Company's management. Our responsibility is to express an opinion on 
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of 
Travis Boats & Motors, Inc. and Subsidiaries as of September 30, 1997 and 
1996 and the consolidated results of their operations and their cash 
flows for the years then ended and the nine-month period ended 
September 30, 1995 in conformity with generally accepted accounting 
principles.

	/s/ Ernst & Young LLP

November 25, 1997
Austin, Texas


<PAGE>

<TABLE>
<CAPTION>
                   Travis Boats & Motors, Inc. and Subsidiaries

                         Consolidated Balance Sheets

         
                                                                 September 30

                                                            1996               1997
                                                          ----------        ---------
<S>                                                   <C>               <C>
Assets
  Current assets:
    Cash and cash equivalents                          $   5,816,317    $   1,532,942
    Accounts receivable                                    3,915,399        1,330,642
    Prepaid expenses                                         371,356          102,094
    Inventories                                           34,449,559       20,554,166
    Deferred tax asset                                       172,591          160,815
                                                          ----------       ----------         
  Total current assets                                    44,725,222       23,680,659

  Property and equipment:
    Land                                                   1,990,718        1,815,718
    Buildings and improvements                             6,366,447        4,908,861
    Furniture, fixture and equipment                       3,161,501        1,847,086
                                                          ----------        ---------
                                                          11,518,666        8,571,665
    Less accumulated depreciation                         (2,749,914)      (2,024,953)
                                                          ----------        ---------
                                                           8,768,752        6,546,712

Deferred tax asset                                           119,855           39,187

Goodwill, net of accumulated amortization 
of $78,569 in 1997 and $32,037 in 1996                     4,067,466          806,035

Noncompete agreement, net of accumulated
amortization of $129,710 in 1997 and $42,857
in 1996                                                    1,308,362          257,143


Other assets                                                 131,825           20,672
                                                         -----------      -----------
Total assets                                             $59,121,482      $31,350,408
                                                         ===========      ===========

Liabilities

  Current liabilities:
    Bank overdraft                                    $      272,004    $           -
    Accounts payable                                       2,238,410          239,852
    Accrued liabilities                                    2,929,310        1,388,810
    Amounts due for purchase of business                   1,429,643                -   
    Federal income taxes payable                           1,081,254          953,523
    Unearned revenue                                         521,694        1,174,159
    Current portion of notes payable and other
      short-term obligations                              21,446,952        4,661,104
                                                          ----------        ---------
  Total current liabilities                               29,919,267        8,417,448

Notes payable, less current portion                        5,144,684        4,334,494

Stockholders' equity:
  Serial preferred stock, $.01 par value, 
   1,000,000 shares authorized, no shares 
   issued or outstanding                                           -                -
  Common stock, $.01 par value, 50,000,000 
   shares authorized, 4,224,867 and 
   4,136,506 issued and outstanding at 
   September 30, 1997 and 1996, respectively                  42,249           41,365
  Paid-in capital                                         13,004,007       11,527,498
  Retained earnings                                       11,011,275        7,029,603
                                                          ----------        ---------
Total stockholders' equity                                24,057,531       18,598,466
                                                          ==========       ==========
Total liabilities and stockholders' equity               $59,121,482      $31,350,408


</TABLE>

See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>
                 Travis Boats & Motors, Inc. and Subsidiaries

                       Consolidated Statements of Income


                                                                   Nine Months
                                                                      Ended
                                       Year Ended September 30     September 30
                                          1997          1996           1995
                                      -----------    -----------    -----------
<S>                                   <C>            <C>            <C>
Net sales                             $91,309,256    $64,555,273    $41,442,349

Cost of sales                          67,354,110     48,072,499     31,136,555
                                      -----------    -----------    -----------
Gross profit                           23,955,146     16,482,774     10,305,794

Selling, general and 
administrative expenses                15,561,569     10,857,413      6,352,844
Depreciation and amortization             913,445        563,991        216,965
                                      -----------    -----------    -----------
                                       16,475,014     11,421,404      6,569,809

Operating income                        7,480,132      5,061,370      3,735,985

Interest expense                       (1,353,750)    (1,289,064)      (670,020)

Other (expenses) income                   (12,080)        60,781        133,849
                                      -----------    -----------    -----------

Income before income taxes              6,114,302      3,833,087      3,199,814

Income taxes                            2,132,630      1,450,000      1,149,621
                                      -----------    -----------    -----------

Net income                            $ 3,981,672    $ 2,383,087    $ 2,050,193
                                      ===========    ===========    ===========

Net income per common share:
  Primary                             $       .94    $       .78    $       .76
  Fully-diluted                       $       .93    $       .78    $       .76

Weighted average common 
shares outstanding:
  Primary                               4,251,396      3,043,329      2,672,919
  Fully-diluted                         4,296,633      3,043,329      2,672,919

</TABLE>

See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>

                     Travis Boats & Motors, Inc. and Subsidiaries

                    Consolidated Statements of Stockholders' Equity

                                                                                                  Notes
                                        Common Stock              Paid-in        Retained      Receivable-
                                    Shares          Amount        Capital        Earnings      Stockholders     Total
                                   -----------    -----------    ----------     -----------    -----------    -----------
<S>                                <C>            <C>            <C>            <C>            <C>            <C>
Balance at December 31,1994          2,635,865    $    26,358    $    66,670    $ 2,596,323    $  (127,124)   $ 2,562,227
Issuance of common stock                47,641            477         71,841              -              -         72,318
Net income                                   -              -              -      2,050,193              -      2,050,193
Net proceeds on notes
receivable - stockholders                    -              -              -              -        127,124        127,124
                                   -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1995        2,683,506         26,835        138,511      4,646,516              -      4,811,862
Issuance of common stock             1,453,000         14,530     13,062,470              -              -     13,077,000
Common stock issuance costs                  -              -     (1,673,483)             -              -     (1,673,483)
Net income                                   -              -              -      2,383,087              -      2,383,087
                                   -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1996        4,136,506         41,365     11,527,498      7,029,603              -     18,598,466
Issuance of common stock 
  in purchase of business               88,361            884      1,476,509              -              -      1,477,393
Net income                                   -              -              -      3,981,672              -      3,981,672
                                   -----------    -----------    -----------    -----------    -----------    -----------
Balance at September 30, 1997        4,224,867    $    42,249    $13,004,007    $11,011,275    $         -    $24,057,531

</TABLE>
See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>

                     Travis Boats & Motors, Inc. and Subsidiaries

                         Consolidated Statements of Cash Flows

                                                                          Nine Months 
                                                                             Ended
                                              Year Ended September 30     September 30
                                                1997          1996            1995
                                            ------------   ------------   ------------
<S>                                         <C>            <C>            <C>
Net income                                  $  3,981,672   $  2,383,087   $  2,050,193
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:

  Depreciation                                   780,060        489,097        216,965
  Amortization                                   133,385         74,894              -
  Changes in operating assets and
      liabilities:
    Increase in accounts receivable           (1,995,179)      (283,925)      (823,109)
    (Increase) decrease in prepaid assets       (243,989)       (53,535)        24,631
    (Increase) decrease in inventories        (5,166,177)    (6,152,835)       349,830
    (Increase) decrease in other assets          (17,910)        (3,522)        23,017
    Increase in deferred tax asset               (92,444)       (63,327)      (136,675)
    Increase (decrease) in accounts payable    1,453,388       (222,067)       265,863
    Increase in accrued liabilities              883,753        200,455        404,190
    Increase in federal income taxes payable     127,731        377,366        349,622
    (Decrease) increase in unearned revenue     (652,465)     1,174,159              -
                                            ------------   ------------   ------------
Net cash provided by (used in) operating
  activities                                    (808,175)    (2,080,153)     2,724,527

Investing activities

Purchase of businesses                        (3,477,223)      (262,687)      (916,345)
Purchase of property and equipment            (2,255,495)    (1,134,967)    (1,885,345)
Net cash used in investing activities         (5,732,718)    (1,397,654)    (2,801,690)

Financing activities

Net increase (decrease) in notes payable
and other short-term obligations              10,824,268     (7,388,826)       715,027
Net proceeds from issuance of common stock             -     11,403,517         72,268
Redemption of preferred stock                          -              -       (100,000)
Net proceeds on notes receivable -
  stockholders                                         -              -        127,174
                                            ------------   ------------   ------------
Net cash provided by financing activities     10,824,268      4,014,691        814,469

Increase in cash and cash equivalents          4,283,375        536,884        737,306
Cash and cash equivalents, beginning of
period                                         1,532,942        996,058        258,752
                                            ------------   ------------   ------------
Cash and cash equivalents, end of period    $  5,816,317   $  1,532,942   $    996,058
                                            ============   ============   ============

</TABLE>

See accompanying notes.

<PAGE>
             1. Summary of Significant Accounting Policies

Description of Business and Consolidation

Travis Boats & Motors, Inc. (the "Company") based in Austin, Texas, is a 
retailer of boats, motors, trailers and related watersport accessories. 
The Company operates locations in the southern region of the United 
States. The consolidated financial statements include the accounts of the 
Company and its wholly-owned subsidiaries. All significant intercompany 
accounts and transactions have been eliminated in consolidation. In 1995, 
the Company changed its fiscal year end from December 31 to September 30 
to coincide with the seasonal cycle of its business.

Use of Estimates

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements 
and accompanying notes. Actual results could differ from those estimates.

Revenue Recognition

The Company records revenue on sales of boats, motors, trailers, and 
related watersport parts and accessories upon delivery to the customer 
and transfer of title at the closing of the transaction.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all 
investments with maturities of ninety days or less when purchased to be 
cash equivalents.

Inventories

Inventories consist of boats, motors, trailers and related watersport 
parts and accessories. Inventories are carried at the lower of cost or 
market. Cost for boats, motors and trailers is determined using the 
specific identification method. Cost for parts and accessories is 
determined using the first-in, first-out method.


1. Summary of Significant Accounting Policies (continued)

Property and Equipment

Property and equipment are stated at cost. Provisions for depreciation 
are determined using double-declining balance and straight-line methods. 
The Company uses estimated useful lives of 5 - 20 years for buildings and 
improvements and 5 - 10 years for furniture, fixtures and equipment. The 
Company capitalized interest of approximately $80,000 during the nine 
months ended September 30, 1995 in connection with the construction of a 
store location. No interest was capitalized in the years ended September 
30, 1997 and 1996.

Income Taxes

In accordance with Statement of Financial Accounting Standards No. 109, 
Accounting for Income Taxes, deferred income taxes are provided for 
temporary differences between the basis of assets and liabilities for 
financial reporting purposes and for income tax return purposes.

Intangible Assets

Amounts assigned to intangible assets are amortized over the respective 
estimated useful lives using the straight-line method as follows:

    Noncompete agreements            7 years
    Goodwill                         15 to 25 years

Goodwill and other intangible assets are recorded at the lower of 
unamortized cost or fair value. Management reviews the valuation and 
amortization of intangible assets on a periodic basis, taking into 
consideration any events or circumstances which might result in 
diminished fair value. If this review indicates goodwill will not be 
recoverable, as determined by the undiscounted cash flows of the entity 
acquired over the remaining amortization period, the carrying value of 
the goodwill is reduced by the estimated shortfall of cash flows.


1. Summary of Significant Accounting Policies (continued)

Accounts Receivable

Accounts receivable potentially expose the Company to concentrations of 
credit risk, as defined by the Statement of Financial Accounting 
Standards No. 105, Disclosure of Information about Financial Instruments 
with Off-Balance Sheet Risk and Financial Instruments with Concentrations 
of Credit Risk. Accounts receivable consist primarily of amounts due from 
financial institutions upon sales contract funding and amounts due from 
vendors under rebate programs. There was no allowance for doubtful 
accounts recorded at September 30, 1997 and 1996.

Pre-opening Costs

Pre-opening costs related to new store locations are expensed as 
incurred.

Significant Suppliers

The Company purchased substantially all of its new outboard motors in 
1997, 1996 and 1995 from a single outboard motor manufacturer.

Approximately 34%, 23% and 20% of the Company's net purchases in fiscal 
1997, 1996 and 1995 were from a single boat supplier, respectively.

Advertising Costs

Advertising costs are expensed as incurred and were approximately 
$829,000, $508,000 and $353,000 during the years ended September 30, 1997 
and 1996, and the nine months ended September 30, 1995, respectively.

Notes Payable and Other Short-Term Obligations

Interest expense on notes payable and other short-term obligations is 
recorded as incurred. No interest expense is recorded during portions of 
the year on certain floor plan payables which include noninterest bearing 
payment terms.


1. Summary of Significant Accounting Policies (continued)

Net Income per Common Share

For the year ended September 30, 1997, both primary and fully diluted net 
income per common share are computed by dividing net income by the 
weighted average number of common shares and common stock equivalents (if 
dilutive) outstanding during each period. Common stock equivalents 
include stock options. The number of common stock equivalents is computed 
using the treasury stock method.

For the year ended September 30, 1996 and the nine months ended September 
30, 1995, net income per common share is based on the weighted average 
number of common shares outstanding during the period. The effect of 
common stock equivalents is not significant.

In February 1997, the Financial Accounting Standards Board issued 
Statement No. 128, Earnings Per Share (Statement 128), which is required 
to be adopted for financial statements issued for periods ending after 
December 15, 1997. At that time, the Company will be required to change 
the method currently used to compute earnings per share and to restate 
all prior periods. Under the new requirements, the presentation of 
primary earnings per share is replaced with a presentation of basic 
earnings per share, the calculation of which excludes the dilutive effect 
of common stock equivalents. The adoption of Statement 128 is expected to 
result in a basic net income per share of $0.96 for the year ended 
September 30, 1997. Compared to primary net income per share as currently 
presented, the adoption of Statement 128 results in an increase of $0.02 
per share for 1997. The adoption of Statement 128 is expected to result 
in a fully diluted net income per share of $0.94 for the year ended 
September 30, 1997. Compared to fully diluted net income per share as 
currently presented, the adoption of Statement 128 results in an increase 
of $0.01 per share for 1997. There is no impact to primary or fully 
diluted earnings per share for the year ended September 30, 1996 and the 
nine months ended September 30, 1995.

Unearned Revenue

Amounts received from vendors in connection with agreed upon rebates or 
discounts are deferred until the related product is sold and such rebate 
or discount is earned.


2. Notes Payable and Other Short-Term Obligations

<TABLE>
<CAPTION>

Notes payable and other short-term obligations consist of the following:

   

                                              September 30
                                         1997             1996
                                     -------------     -------------
<S>                                  <C>               <C>
Floor plans payable                  $  14,422,068     $   3,474,398
Revolving lines of credit                6,000,000           500,000
Notes payable                            6,169,568         5,021,200
                                     -------------     -------------
Total notes payable and other
  short-term obligations                26,591,636         8,995,598
Less current portion                   (21,446,952)       (4,661,104)
                                     -------------     -------------
Total notes payable and other
short-term obligations, less
current portion                      $   5,144,684     $   4,334,494
                                     =============     =============

</TABLE>

Floor plans payable consist of the following:


                                                  September 30
                                               1997            1996
                                           -----------      ----------
Floor plans payable to commercial 
finance companies under revolving 
line of credit agreements with 
interest ranging from 0% to prime 
plus 4.75% with no stated 
maturity date.                             $14,422,068      $3,474,398
                                           -----------      ----------
Total floor plans payable                  $14,422,068      $3,474,398


2. Notes Payable and Other Short-Term Obligations (continued)

The floor plans payable are secured by specific boat, motor and trailer 
inventory, as well as general security filings on all inventory and 
certain equipment. The floor plans payable to commercial finance 
companies include noninterest bearing payment terms for part of the 
calendar year (typically the months of August through May). As of 
September 30, 1997 and 1996, the amount of noninterest bearing floor 
plans payable to finance companies was $8,579,509 and $3,274,781, 
respectively.

Floor plans payable of certain of the Company's subsidiaries are 
guaranteed by the Company. The Company is significantly limited as to 
annual dividends for preferred and common stock.

Borrowings under revolving lines of credit consist of the following:


                                                  September 30
                                               1997            1996
                                           -----------      ----------
Note payable to bank under a 
revolving line of credit 
agreement with interest at prime 
minus .375%, due October 1997.              $6,000,000        $500,000
                                           -----------      ----------
Borrowings under revolving lines of
credit                                      $6,000,000        $500,000
                                           ===========      ==========

The weighted average interest rate on floor plan payables and revolving 
lines of credit outstanding as of September 30, 1997 and 1996 is 5.3% and 
3.7%, respectively.
2. Notes Payable and Other Short-Term Obligations (continued)

Notes payable consist of the following:


                                                  September 30
                                               1997            1996
                                           -----------      ----------
Mortgage notes payable to various 
banks, organizations and 
individuals under deeds of trust 
with interest ranging from 5.0% 
to prime plus 1% due in 
installments ranging from $1,225 
monthly including interest to 
$30,114 semiannually plus 
interest, maturing beginning in 
April 1998.                                 $4,139,738      $3,779,458

Notes payable to various banks, a 
corporation and an individual for 
vehicles, equipment and leasehold 
improvements with interest 
ranging from 6.99% to 9.75%, due 
in monthly installments ranging 
from $333 to $3,062, maturing 
beginning in April 1998.                       259,909         449,472

Acquisition related notes payable 
to individuals and corporations 
with interest ranging from 7.5% 
to 8.75%, due in monthly 
principal and interest 
installments ranging from $291 to 
$47,500, maturing beginning in 
March 1998.                                  1,769,921         792,270
                                           -----------      ----------
Total notes payable                         $6,169,568      $5,021,200

Certain notes payable are secured by assets of the Company including 
inventory, accounts receivable, equipment, leasehold improvements, 
vehicles, land and buildings. Notes payable of certain of its 
subsidiaries are guaranteed by the Company.

Interest paid approximates interest expense plus interest capitalized, if 
any, during 1997, 1996 and 1995.

2. Notes Payable and Other Short-Term Obligations (continued)

Aggregate annual maturities required on notes payable at September 30, 
1997 are as follows:

        Year ending
        September 30
        ------------
            1998                            $1,024,884
            1999                               768,906
            2000                               790,674
            2001                               625,242
            2002                             1,353,483
         Thereafter                          1,606,379
                                            ----------
                                            $6,169,568

Effective October 31, 1997, the Company amended its existing revolving 
line of credit agreement. The amendment increased the available borrowing 
commitment from $15.0 million to $55.0 million and extended the maturity 
date through October 31, 1999.

3. Leases

The Company leases various facilities under operating leases. Rent 
expense was $545,917 in 1997, $263,710 in 1996 and $188,581 in 1995. 
Generally, the leases provide for renewals for various periods at 
stipulated rates. Future minimum rentals due under noncancelable leases 
are as follows for each of the years ending September 30:

            1998                                $989,380
            1999                                 843,704
            2000                                 741,853
            2001                                 650,828
            2002                                 459,921
         Thereafter                              513,000


4. Acquisitions

Adventure Marine

Effective September 30, 1997, the Company acquired all of the outstanding 
common stock of Adventure Boat Brokerage, Inc., Adventure Marine South, 
Inc., and Adventure Marine and Outdoors, Inc. (collectively referred to 
as Adventure Marine) with three store locations in Florida. The Adventure 
Marine entities had common shareholders. The purchase price was 
$3,022,035, of which $1,429,643 is to be paid in cash, $115,000 was 
financed by the issuance of notes payable to the sellers, and $1,477,392 
was paid via the issuance of 88,361 shares of common stock of the 
Company.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Adventure Marine 
have been included in the consolidated financial statements from the date 
of acquisition. The purchase price ($3,022,035), related acquisition 
costs ($145,000), and liabilities assumed ($5,058,826) have been 
allocated to the tangible net assets acquired ($5,535,861) based on their 
respective fair values at the date of acquisition. The resulting excess 
purchase price ($2,690,000) was allocated to noncompete agreements and 
goodwill.

McLeod Marine, Inc.

Effective August 1, 1997, the Company acquired certain assets of McLeod 
Marine, Inc. (McLeod) in Pascagoula, Mississippi. The assets acquired 
included boat, motor and trailer inventory, parts and accessories 
inventory. The purchase price was $958,080, all of which was paid in 
cash.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of McLeod have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($958,080) has been allocated to the 
tangible net assets acquired ($730,080) based upon their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($228,000) was allocated to noncompete agreements and goodwill.


4. Acquisitions (continued)

Bent's Marine, Inc.

Effective February 19, 1997, the Company acquired certain assets of 
Bent's Marine, Inc. (Bent's) in Metairie, Louisiana. This acquisition 
included boat, motor and trailer inventory, parts and accessories 
inventory, and furniture, fixtures and equipment. The purchase price was 
$1,518,550, of which $1,063,671 was paid in cash and $454,879 was 
financed by the issuance of a note payable to the seller.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Bent's have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,518,550) has been allocated to the 
tangible net assets acquired ($839,627) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($678,923) was allocated to a noncompete agreement and goodwill.

Tri-Lakes Marine, Inc.

Effective November 1, 1996, the Company acquired certain assets of Tri-
Lakes Marine, Inc. (Tri-Lakes) with retail store locations in Tennessee 
and Alabama. This acquisition included boat, motor and trailer inventory, 
parts and accessories inventory, and furniture, fixtures and equipment. 
The purchase price was $1,242,924, of which $642,924 was paid in cash and 
$600,000 was financed by the issuance of notes payable to the seller.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Tri-Lakes have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($1,242,924) and liabilities assumed 
($1,937,279) have been allocated to the tangible net assets acquired 
($2,536,092) based on their respective fair values at the date of 
acquisition. The resulting excess purchase price ($644,111) was allocated 
to noncompete agreements and goodwill.


4. Acquisitions (continued)

North Alabama Watersports, Inc.

Effective October 3, 1996, the Company acquired certain assets of North 
Alabama Watersports, Inc. (NAWS) in Florence, Alabama. This acquisition 
included boat, motor and trailer inventory, parts and accessories 
inventory, and furniture, fixtures and equipment. The purchase price was 
$892,255, of which $812,548 was paid in cash and $79,707 was financed by 
the issuance of a note payable to the seller.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of NAWS have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($892,255) has been allocated to the 
tangible net assets acquired ($687,255) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($205,000) was allocated to noncompete agreements and goodwill.

Clay's Boats and Motors, Inc.

Effective December 1, 1995, the Company acquired certain assets of Clay's 
Boats and Motors, Inc. (Clay's) in New Iberia, Louisiana. The assets 
acquired included furniture, fixtures and equipment, parts and 
accessories inventory, all leasehold improvements and certain other 
assets. The purchase price was $328,741, of which $262,687 was paid in 
cash and $66,054 was financed by the issuance of a note payable to the 
seller.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Clay's have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($328,741) has been allocated to the 
tangible net assets acquired ($240,669) based on their respective fair 
values at the date of acquisition. The resulting excess purchase price 
($88,072) was allocated to noncompete agreements and goodwill.
4. Acquisitions (continued)

Red River Marine, Inc.

Effective September 20, 1995, the Company acquired Red River Marine, Inc. 
(Red River) with retail store locations in Hot Springs and Heber Springs, 
Arkansas. This acquisition included land and building (Hot Springs 
location) and boat, motor and trailer inventory, as well as parts and 
accessories inventory of each location. The purchase price was 
$2,517,417, of which $917,417 was paid in cash and $1,600,000 was 
financed by the issuance of notes payable to the seller.

The acquisition has been accounted for using the purchase method of 
accounting and, accordingly, the operating results of Red River have been 
included in the consolidated financial statements from the date of 
acquisition. The purchase price ($2,517,417) and liabilities assumed 
($437,150) have been allocated to the tangible net assets acquired 
($1,904,567) based on their respective fair values at the date of 
acquisition. The resulting excess purchase price ($1,050,000) was 
allocated to a noncompete agreement and goodwill.

5. Income Taxes

Deferred income taxes reflect the net tax effects of temporary 
differences between the carrying amounts of assets and liabilities for 
financial reporting purposes and the amounts used for income tax 
purposes. Significant components of the Company's deferred tax 
liabilities and assets are as follows:


                                                  September 30
                                               1997            1996
                                           -----------      ----------
Deferred tax assets:
  Book over tax depreciation                  $119,855     $    39,187
  Accrued salaries and wages                   172,591         160,815
                                           -----------      ----------
Total deferred tax assets                      292,446         200,002
Valuation allowance for 
deferred tax assets                                  -               -
                                           -----------      ----------
Net deferred tax assets                       $292,446        $200,002
                                           ===========      ==========
 
5. Income Taxes (continued)


<TABLE>
<CAPTION>

Significant components of the provisions for income taxes are as follows:

                                                             Nine Months
                                                                ended
                                Year Ended Septmeber 30      September 30
                                   1997          1996            1995
                               ------------   ------------   ------------
<S>                            <C>            <C>            <C>
Current expense:               
  Federal                      $  1,992,732   $  1,342,327   $  1,243,371
  State                             232,343        171,000         42,925
                               ------------   ------------   ------------
Total current expense             2,225,075      1,513,327      1,286,296
                               
Deferred expense (benefit):    
  Federal                           (82,764)       (56,171)      (130,900)
  State                              (9,681)        (7,156)        (5,775)
                               ------------   ------------   ------------
Total deferred expense(benefit)     (92,445)       (63,327)      (136,675)
                               ------------   ------------   ------------

Total provision for income
taxes                          $  2,132,630   $  1,450,000   $  1,149,621
                               ============   ============   ============

</TABLE>

The differences between the effective tax rate and the U.S. federal
statutory rate of 34% are reconciled as follows:


<TABLE>
<CAPTION>
                                                             Nine Months
                                                                ended
                                Year Ended Septmeber 30      September 30
                                   1997          1996            1995
                               ------------   ------------   ------------
<S>                            <C>            <C>            <C>
Income tax expense at the 
 federal statutory rate        $  2,078,863   $  1,303,250   $  1,087,937
State income taxes                  222,662        163,844         37,150
Other                              (168,895)       (17,094)        24,534
                               ------------   ------------   ------------
                               $  2,132,630   $  1,450,000   $  1,149,621

</TABLE>

5. Income Taxes (continued)

Income taxes paid were approximately $1,900,000, $1,088,000 and $855,000 
in the years ended September 30, 1997 and 1996, and the nine months ended 
September 30, 1995, respectively.

6. Stockholders' Equity

In November 1995, the Board of Directors of the Company approved a 15 to 
1 stock dividend for stockholders of record as of November 8, 1995.

In May 1996, the Board of Directors of the Company approved a 1 for 3 
stock dividend for stockholders of record as of May 3, 1996.

All share amounts presented in these financial statements have been 
restated to retroactively reflect the above stock dividends.

Effective December 14, 1995, the Company changed the stated par value of 
each share of common stock from $.10 to $.01. The financial statements 
have been restated to retroactively reflect the above changes in par 
value.

In March 1995, the Company granted options to purchase shares of the 
Company's common stock to certain officers of the Company which vest over 
five years.

Effective December 14, 1995, the Company adopted an Incentive Stock 
Option Plan which provides for the granting of options to directors, 
officers, and key employees to purchase shares of the Company's common 
stock. The Company has reserved 200,000 shares of common stock for 
issuance under such plan.

The Company has elected to follow Accounting Principles Board No. 25, 
Accounting for Stock Issued to Employees (APB 25), and related 
interpretations in accounting for its employee stock options because, as 
discussed below, the alternative fair value accounting provided for under 
FASB Statement No. 123, Accounting for Stock-Based Compensation 
(Statement 123), requires use of option valuation models that were not 
developed for use in valuing employee stock options. Under APB 25, 
because the exercise price of the Company's employee stock options equals 
market price of the underlying stock on the date of grant, no 
compensation expense is recognized.


6. Stockholders' Equity (continued)

Pro forma information regarding net income and earnings per share is 
required by Statement 123, which also requires that the information be 
determined as if the Company had accounted for its employee stock options 
granted subsequent to September 30, 1995 under the fair value method 
prescribed by Statement 123. The Company has evaluated the effects of 
Statement 123 and determined that it does not have a material effect on 
the Company's statement of income or earnings per share.

Total option activity for the years ended September 30, 1997 and 1996 and 
the nine months ended September 30, 1995 was as follows:

<TABLE>
<CAPTION>
                                                                                Weighted
                                                              Range of           Average
                                         Number of            Exercise           Exercise
                                           Shares              Prices             Price
                                      -----------------   -----------------   ----------------
                                      <C>                 <C>                 <C>
Outstanding at December 31, 1994                      -                   -                  -
  Granted                                       133,867   $            5.25   $           5.25
  Exercised                                           -                   -                  -
  Forfeited                                           -                   -                  -
                                      -----------------
Outstanding at September 30,1995                133,867   $            5.25   $           5.25
  Granted                                       110,999   $            9.00   $           9.00
  Exercised                                           -                   -                  -
  Forfeited                                     (13,333)  $            9.00   $           9.00
                                      -----------------
Outstanding at September 30, 1996               231,533      $ 5.25 -$ 9.00   $           6.83
  Granted                                        33,500      $10.00-$13.125   $          11.56
  Exercised                                           -                   -                  -
  Forfeited                                      (5,000)  $            9.00   $           9.00
                                      -----------------
Outstanding at September 30, 1997               260,033      $ 5.25 -$13.25   $           7.40
                                      =================

Exercisable at September 30, 1997                72,079

Options available for grant at
September 30, 1997                               73,834
                                      =================

Common stock reserved for 
issuance at September 30, 1997                  333,867
                                      =================

</TABLE>

6. Stockholders' Equity (continued)

The weighted-average remaining contractual life of options at September 
30, 1997 is 8.2 years. Options outstanding at September 30, 1997, are 
comprised of the following:



                                                  Range of 
                                                  Exercise 
                  Options                          Prices
                 ----------                     ---------------
                  133,867                           $5.25
                   92,666                           $9.00
                   33,500                       $10.00-$13.125
                 ==========
                  260,033



7. Related Party Transactions

The Company sells extended service contracts to its customers. For the 
period from January 1, 1994 through June 27, 1996, the obligations of the 
Company under these contracts were transferred to Ideal Insurance 
Company, Ltd. ("Ideal") pursuant to an agreement between the Company and 
Ideal dated as of January 1, 1994. Ideal reinsured these risks with 
Amerisure Property & Casualty, Ltd. ("Amerisure"), a company wholly owned 
by certain principal shareholders of the Company. These contracts are 
administered by First Extended Service Corporation ("FESC"), which 
contracts are insured by FESC's affiliate, FFG Insurance Co. ("FFG"). In 
conjunction with these agreements, the Company paid Amerisure an agreed 
amount for each extended service contract which is insured and, in the 
event of claims under any extended service contracts, Amerisure 
reimburses the repair facility for the amount of covered claims. 
Amerisure is then financially responsible for any repairs required 
pursuant to the extended service contract. The Company received a 
commission for each extended service contract that it sold. For the years 
ended September 30, 1997 and 1996 and the nine months ended September 30, 
1995, extended service contract commissions received from Amerisure 
totaled approximately $-0-, $411,000 and $448,000, respectively. The 
Company transferred the obligations under the extended service contracts 
sold subsequent to June 27, 1996 to entities other than Ideal and 
Amerisure.


8. Commitments and Contingencies

The Company is currently involved in several matters regarding pending or 
threatened litigation in the normal course of business. Management does 
not expect the ultimate resolution of these matters to have a material 
adverse effect on the Company's consolidated financial statements.

9. Benefit Plan

In January 1995, the Company adopted a 401(k) retirement plan which is 
available to all full-time employees. The Company may, in its discretion, 
make matching contributions which the Company, in its discretion, 
determines from year to year. The Company's expenses related to the plan 
were not significant in the years ended September 30, 1997 and 1996 and 
the nine-month period ended September 30, 1995.

10. Subsequent Event

In November 1997, the Company acquired substantially all of the assets of 
Southeastern Marine Group, Inc. located in Hendersonville, Tennessee. The 
purchase price was $1,730,133, of which $1,606,133 was paid in cash and 
$124,000 was financed by the issuance of notes payable to the seller.


<PAGE>
                                  EXHIBIT 10.33

                            ASSET PURCHASE AGREEMENT


                                  BY AND AMONG


                     TRAVIS BOATING CENTER MISSISSIPPI, INC.,

                              McLEOD MARINE, INC.,

                                     AND

                             GAIL AND J.W. McLEOD


                                 DATED AS OF


                                MAY 30, 1997



<PAGE>

                             TABLE OF CONTENTS


Page

Section 1.      Sale of Assets.   
1.1     Purchase and Sale of Assets      

Section 2.      Consideration     
2.1     Purchase Price    
2.2     Allocation of Consideration       
2.3     Bulk Sales Act    

Section 3.      Assumed Liabilities and Excluded Assets.          
3.1     Assignment and Assumption         

Section 4.      Representations and Warranties of Seller.         
4.1     Organization and Qualification    
4.2     Authority and Validity    
4.3     No Breach or Violation    
4.4     Assets    
4.5     Contracts and Commitments
4.6     Compliance with Law       
4.7     Legal Proceedings        
4.8     Finders and Brokers       
4.9     Access and Notice         
4.10    Disclosure        

Section 5.      Representations and Warranties of Buyer.          
5.1     Organization and Qualification    
5.2     Authority and Validity    
5.3     No Breach or Violation    

Section 6.      Closing; Termination.     
6.1     Closing; Effective Date   
6.2     Events of Termination     
6.3     Liabilities in Event of Termination       
6.4     Procedure Upon Termination        

Section 7.      Conditions to Closing.    
7.1     Conditions to the Obligations of Buyer and Seller         
7.2     Conditions to Obligations of Buyer        
7.3     Conditions to Obligations of Seller       
7.4     Waiver of Conditions      

Section 8.      Survival of Representations and Warranties; Indemnification.
8.1     Survival of Representations and Warranties       
8.2     Indemnification by Seller         
8.3     Indemnification by Buyer
8.4     Third Party Claims        

Section 9.      Covenants.        
9.1     No Shopping       
9.2     Notification of Certain Matters   
9.3     Satisfaction of Conditions       
9.4     Confidentiality  
9.5     Transfer Taxes   
9.6     Confidentiality  
9.7     Consignment and Repair   
9.8     Access to Records        

Section 10.       Definitions.   
10.1    Affiliate        
10.2    Boat Show Rights         
10.3    Encumbrance      
10.4    Governmental Authority   
10.5    Intangibles      
10.6    Legal Requirement        
10.7    Net Cost         
10.8    Permitted Encumbrances   
10.9    Person   
10.11   Purchased Assets        
10.12   Purchased Boats, Motors, and Trailers    
10.13   Other Definitions.       

Section 11.  Miscellaneous.      
11.1    Parties Obligated and Benefited  
11.2    Notices  
11.3    Attorneys' Fees  
11.4    Right to Specific Performance    
11.5    Waiver  
11.6    Captions         
11.7    Choice of Law    
11.8    Terms    
11.9    Rights Cumulative        
11.10   Further Actions  
11.11   Time     
11.12   Counterparts     
11.13   Entire Agreement         
11.14   Severability     
11.15   Construction     
11.16   Expenses        


Exhibits and Schedules


Exhibit A		Certificate (Seller)
Exhibit B		Bill of Sale
Exhibit C		Assignment and Assumption Agreement
Exhibit D		Non-Competition Agreement (Individuals)
Exhibit E		Non-Competition Agreement (Seller)
Exhibit F		Certificate (Buyer)
Exhibit G		Opinion of Seller's Counsel
Exhibit H		Opinion of Buyer's Counsel


Schedule 1.1		Purchased Boats, Motors, & Trailers
Schedule 1.2		ProLine Parts and Accessories
Schedule 1.3		Boat Show Rights
Schedule 3.1		Seller's Contracts
Schedule 4.1		Capitalization
Schedule 4.4		Encumbrances
Schedule 4.7		Legal Proceedings








ASSET PURCHASE AGREEMENT


	This Asset Purchase Agreement ("Agreement") is made as of May 30, 
1997, by and among Travis Boating Center Mississippi, Inc., a Texas 
corporation ("Buyer"), McLeod Marine, Inc., a Mississippi corporation 
("Seller"), and J.W. McLeod and Gail McLeod, individuals living in 
Mississippi (together, "Owner").

                                  Recitals

	WHEREAS, Seller is engaged in the business of retail sale and 
service of boats, motors, and trailers sold under the brand names 
"ProLine," "Donzi," "Sprint," and "Polar" and related parts and 
accessories at Seller's store in Pascagoula, Mississippi, and at Boat 
Shows attended by Seller (the "Business"); and

	WHEREAS, Buyer desires to purchase, and Seller desires to sell, 
certain of Seller's assets used or held for use in the Business as 
conducted by Seller, and Buyer desires to obtain dealership rights for 
the product lines listed above (the "Purchased Lines").

	NOW, THEREFORE, in consideration of the above recitals and of the 
mutual agreements, representations, warranties, provisions, and 
covenants herein contained, and other good and valuable consideration, 
the parties hereto agree as follows:


Section 1.	Sale of Assets.


    1.1      Purchase and Sale of Assets.  Subject to the terms 
and conditions set forth in this Agreement, at the Closing, 
Seller will sell to Buyer, and Buyer will purchase from Seller, 
all of Seller's rights, title and interest in, to and under the 
following Purchased Assets:  (2. the new boats, motors, and 
trailers in the Purchased Lines listed on Schedule 1.1 (the 
"Purchased Boats, Motors, and Trailers"), (3.  the ProLine Parts 
and Accessories listed on Schedule 1.2, not to exceed $10,000 in 
aggregate purchase price, (4. the Intangibles, and (5. the Boat 
Show Rights listed on Schedule 1.3.



Section 2 	Consideration.


    2.1      Purchase Price.  Buyer will pay the purchase price for 
the Purchased Assets in the amounts set forth in this Section 2 (the 
"Purchase Price") in immediately available funds at Closing.

    2.1.1      Purchased Boats, Motors, and 
Trailers: The aggregate Net Cost, of the Purchased Boats, Motors, 
and Trailers listed on Schedule 1.1, as defined in Section 10.7 
and determined jointly by Buyer and Seller.

    2.1.2      ProLine Parts and Accessories:  The 
amount determined jointly by Buyer and Seller in accordance with 
Section 10.10.

    2.1.3      Intangibles and Boat Show Rights:  $228,000.   

    2.2      Allocation of Consideration.   The consideration payable 
by Buyer under this Agreement will be allocated among the Assets as 
set forth in Section 2.1.  Buyer and Seller agree to be bound by such 
allocation, will not take any position inconsistent with such 
allocation, and will file all returns and reports with respect to the 
transactions contemplated by this Agreement, including all federal, 
state, and local tax returns, on the basis of such allocation.

    2.3      Bulk Sales Act.  Buyer and Seller waive compliance with 
the provisions of the Mississippi Bulk Sales Act, subject to Section 
8.2.1(v).

Section 3. 	Assumed Liabilities and Excluded Assets.

    3.1      Assignment and Assumption.  Seller will assign to Buyer, 
and Buyer will assume and perform, the "Assumed Liabilities", which 
are defined as:  (a) obligations accruing and relating to periods 
after the Effective Date under the contracts, oral and written, listed 
on Schedule 3.1 hereof, and the Boat Show Rights, to the extent 
assignable by Seller to Buyer (the "Seller's Contracts"), and (b) 
warranty repair service on boats, motors and trailers in the Purchased 
Lines that were sold by Seller prior to or on the Effective Date, 
except Mariner outboard motors on such boats, provided that (i) Buyer 
is recognized as an authorized warranty repair facility by the 
manufacturer or extended service contract provider, as the case may 
be, (ii) the requested warranty repair is covered under the applicable 
manufacturer's warranty program or extended service contract, and 
(iii) Seller and Owner use their best efforts to assist Buyer in 
collecting reimbursement from such manufacturers or extended service 
contract providers for repairs.  Buyer will not assume or have any 
responsibility for any liabilities or obligations of Seller other than 
the Assumed Liabilities.  


Section 4. 	Representations and Warranties of Seller.

		To induce Buyer to enter into this Agreement, Seller and 
Owner represent and warrant to Buyer, as of the Effective Date, as 
follows:

    4.1     Organization and Qualification.  Seller is a corporation 
duly organized, validly existing and in good standing under the laws 
of the State of Mississippi and has all requisite corporate power and 
authority to own, lease and use the Purchased Assets as they are 
currently owned, leased and used and to conduct the Business as it is 
currently conducted.   Seller is duly qualified or licensed to do 
business and is in good standing under the laws of each jurisdiction 
in which the character of the properties owned, leased or operated by 
it or the nature of the activities conducted by it makes such 
qualification necessary, except any such jurisdiction where the 
failure to be so qualified or licensed and in good standing would not 
have a material adverse effect on Seller or on the validity, binding 
effect or enforceability of this Agreement. Set forth on Schedule 4.1 
is the name and identity of each Person who owns of record or 
beneficially any common stock, capital stock, or other securities of 
Seller, has any right to vote with the owners of Seller, or has the 
right to acquire any such securities or rights. Schedule 4.1 also sets 
forth the amounts of all such securities or rights and the percentage 
that each Person's securities or rights bears to the whole. 

    4.2     Authority and Validity.  Seller has all requisite power 
and authority to execute and deliver, to perform its obligations 
under, and to consummate the transactions contemplated by, this 
Agreement.  The execution and delivery by Seller of, the performance 
by Seller of its obligations under, and the consummation by Seller of 
the transactions contemplated by this Agreement have been duly 
authorized by all requisite action of Seller.  This Agreement has been 
duly executed and delivered by Seller and is the valid and binding 
obligation of Seller, enforceable against Seller in accordance with 
its terms, except insofar as enforceability may be affected by 
applicable bankruptcy, insolvency, reorganization, moratorium or 
similar laws now or hereafter in effect affecting creditors' rights 
generally or by principles governing the availability of equitable 
remedies.

    4.3     No Breach or Violation.  The execution, delivery and 
performance of this Agreement by Seller will not:  (a) violate any 
provision of the charter or bylaws of Seller; (b) violate any Legal 
Requirement; (c) require any consent, approval or authorization of, or 
any filing with or notice to, any Person; or (d) (i) violate, conflict 
with or constitute a breach of or default under, (ii) permit or result 
in the termination, suspension or modification of, (iii) result in the 
acceleration of (or give any Person the right to accelerate) the 
performance of Seller under, or (iv) result in the creation or 
imposition of any Encumbrance under, any Seller contract or agreement 
or any other instrument evidencing any of the Purchased Assets or any 
instrument or other agreement to which Seller is a party or by which 
Seller or any of its assets is bound or affected, except, for purposes 
of this clause (d), such violations, conflicts, breaches, defaults, 
terminations, suspensions, modifications, and accelerations as would 
not, individually or in the aggregate, have a material adverse effect 
on the Business or Seller.

    4.4     Assets.  Seller has exclusive, good and marketable title 
to the Purchased Assets claimed by Seller.  The Purchased Assets are 
free and clear of all Encumbrances of any kind or nature, except (a) 
Permitted Encumbrances and (b) Encumbrances disclosed on Schedule 4.4, 
which will be removed or otherwise released of record effective at or 
prior to the Closing, or for which executed releases in form 
appropriate for filing by Buyer will be delivered to Buyer at Closing. 
 Except as set forth on Schedules 3.1 and 4.4, none of the Purchased 
Assets is leased by Seller from any other Person.  All the Purchased 
Boats, Motors, and Trailers, and the ProLine Parts and Accessories, 
are in good and operable condition and repair, ordinary wear and tear 
excepted, and have been maintained in accordance with all applicable 
safety codes.

    4.5     Contracts and Commitments.  Seller has disclosed to 
Buyer all contracts and other contractual rights, oral and written, 
relating to the Purchased Assets.  Except as may be disclosed on 
Schedule 3.1, each of the written agreements, contracts, commitments, 
leases, plans and other instruments, documents and undertakings listed 
on Schedule 3.1, including the Boat Show Rights, is valid and 
enforceable in accordance with its terms; Seller is, and to the 
knowledge of Seller and Owner, all other parties thereto are, in 
compliance in all material respects with the provisions thereof; 
Seller is not, and to the knowledge of Seller and Owner, no other 
party thereto, is in default in the performance, observance or 
fulfillment of any material obligation, covenant or condition 
contained therein; and no event has occurred which with or without the 
giving of notice or lapse of time, or both, would constitute a default 
thereunder; furthermore, except as may be disclosed on Schedule 3.1, 
no such material agreement, contract, commitment, lease, plan or other 
instrument, document or undertaking, in the reasonable opinion of 
Seller and Owner, contains any contractual requirement with which 
there is a reasonable likelihood the Seller, the Buyer, or any other 
party thereto will be unable to comply.

    4.6     Compliance with Law.   The ownership, leasing and use of 
the Assets as they are currently owned, leased and used and the 
conduct of the Business as it is currently conducted do not violate 
any Legal Requirement, which violations, individually or in the 
aggregate, would have a material adverse effect on the Business.  
Seller has not received notice claiming a violation by Seller or the 
Business of any Legal Requirement applicable to Seller or the Business 
as it is currently conducted and to Seller's best knowledge, there is 
no basis for any claim that such a violation exists.

    4.7     Legal Proceedings.  Except as set forth on Schedule 4.7, 
there is no judgment or order outstanding, or any action, suit, 
complaint, proceeding or investigation by or before any Governmental 
Authority or any arbitrator pending, or to Seller's best knowledge, 
threatened, involving or affecting all or any part of the Business, 
the Purchased Assets or Seller.

    4.8     Finders and Brokers.  Any liability for any financial 
advisory, brokerage, finder's or similar fee or commission in 
connection with the transactions contemplated by this Agreement will 
be the liability of the party incurring the liability.

    4.9     Access and Notice.  Seller and Owner will permit Buyer 
and its authorized representatives access to, and make available for 
inspection, all of the Purchased Assets and Business of Seller related 
to these assets, including employees, customers and suppliers, and 
permit Buyer and its authorized representatives to inspect and make 
copies of all documents, records and information with respect to the 
Business related to the purchased assets or the Assets as Buyer or its 
representatives may request.  Seller and Owner will promptly notify 
Buyer in writing of (a) any notice or communication relating to a 
default or event that, with notice or lapse of time or both, could 
become a default, under any contract, commitment or obligation to 
which Seller is a party, or relating to the Business or the Purchased 
Assets, and (b) any adverse change in the Seller's or the Business' 
financial condition or the condition of the Purchased Assets.  
Notwithstanding any of the above, "Business" means any business 
associates with the assets to be purchased.

    20.     Disclosure.  No representation or warranty by Seller in
this Agreement or in any Schedule or Exhibit to this Agreement, or any 
statement, list or certificate furnished or to be furnished by Seller 
pursuant to this Agreement, contains or will contain any untrue 
statement of material fact, or omits or will omit to state a material 
fact required to be stated therein or necessary to make the statements 
contained therein not misleading in light of the circumstances in 
which made.


Section 5. 	Representations and Warranties of Buyer.

    To induce Seller to enter into this Agreement, Buyer 
represents and warrants to Seller, as of the Effective Date, as 
follows:

    5.1     Organization and Qualification.  Buyer is a corporation 
duly organized, validly existing and in good standing under the laws 
of the State of Texas and has all requisite corporate power and 
authority to carry on its business as currently conducted and to own, 
lease, use and operate its assets.

    5.2     Authority and Validity.  Buyer has all requisite 
corporate power and authority to execute and deliver, to perform its 
obligations under, and to consummate the transactions contemplated by 
this Agreement.  The execution and delivery by Buyer of, the 
performance by Buyer of its obligations under, and the consummation by 
Buyer of the transactions contemplated by this Agreement have been 
duly authorized by all requisite corporate action of Buyer and this 
Agreement constitutes the valid and binding obligation of Buyer, 
enforceable in accordance with its terms, except insofar as 
enforceability may be limited or affected by applicable bankruptcy, 
insolvency, reorganization, moratorium or similar laws now or 
hereafter in effect affecting creditors' rights generally or by 
principles governing the availability of equitable remedies.

    5.3      No Breach or Violation.  The execution, delivery 
and performance of this Agreement by Buyer will not:  (a) violate 
any provision of the charter or bylaws of Buyer; (b) violate any 
Legal Requirement; (c) require any consent, approval or 
authorization of, or any filing with or notice to, any Person; or 
(d) (2. violate, conflict with or constitute a breach of or 
default under (without regard to requirements of notice, passage 
of time or elections of any Person), (3. permit or result in the 
termination, suspension or modification of, (4. result in the 
acceleration of (or give any Person the right to accelerate) the 
performance of Buyer under, or (5. result in the creation or 
imposition of any Encumbrance under, any instrument or other 
agreement to which Buyer is a party or by which Buyer or any of 
its assets is bound or affected, except for purposes of this 
clause (d) such violations, conflicts, breaches, defaults, 
terminations, suspensions, modifications, and accelerations as 
would not, individually or in the aggregate, have a material 
adverse effect on Buyer or on the validity, binding effect or 
enforceability of this Agreement.


Section 6 	Closing; Termination.

		
    6.1      Closing; Effective Date.  The closing ("Closing") of the 
transactions will be in Pascagoula, Mississippi, on or before June 30, 
1997, on a date designated by Buyer upon three business days' notice 
to Seller ("Closing Date").  The transactions will be effective as of 
a date to be agreed upon prior to Closing by Buyer and Seller 
("Effective Date").

    6.2      Events of Termination.  This Agreement may be terminated 
and the transactions contemplated by this Agreement may be abandoned 
at any time prior to the Closing:

    6.2.1      by the mutual written consent of 
Buyer and Seller; or

    6.2.2      by either party if the Closing 
shall not have taken place on or before June 30, 1997; provided, 
however, that if the failure to consummate the transactions is 
the result of (i) a breach or default by a party in the 
performance of any of its obligations under this Agreement or 
(ii) the failure of any representation or warranty of such party 
to be accurate, then the termination of this Agreement will not 
limit the right of the other party to pursue an action for 
damages resulting from such breach or failure; and

    6.3      Liabilities in Event of Termination.  The termination of 
this Agreement will in no way limit any obligation or liability of any 
party based on or arising from a breach or default by such party with 
respect to any of its representations, warranties, covenants or 
agreements contained in this Agreement.

    6.4      Procedure Upon Termination.  In the event of the 
termination of this Agreement by Buyer or Seller pursuant to Section 
6.2.2, notice of such termination will promptly be given by the 
terminating party to the other.


Section 7.	Conditions to Closing.

    7.1      Conditions to the Obligations of Buyer and Seller.  The 
obligations of each party to consummate the transactions contemplated 
by this Agreement to take place at the Closing are subject to the 
satisfaction or waiver, to the extent permitted by applicable Legal 
Requirements, at or prior to the Closing Date, of each of the 
following conditions:

    7.1.1     No action, suit or proceeding is 
pending or threatened by or before any Governmental Authority and 
no Legal Requirement has been enacted, promulgated or issued or 
deemed applicable to any of the transactions contemplated by this 
Agreement by any Governmental Authority, which would (a) prohibit 
Buyer's ownership or operation of all or a material portion of 
the Purchased Assets, (b) compel Buyer to dispose of or hold 
separate all or a material portion of the Purchased Assets as a 
result of any of the transactions contemplated by this Agreement, 
or (c) prevent or make illegal the consummation of any 
transactions contemplated by this Agreement.

    7.1.2     Buyer and Seller have completed 
Schedules 1.1 and 1.2.

    7.2     Conditions to Obligations of Buyer.  The obligations of 
Buyer to consummate the transactions contemplated by this Agreement to 
take place at the Closing are subject to the satisfaction or waiver, 
to the extent permitted by applicable Legal Requirements, at or prior 
to the Closing Date, of each of the following conditions:

    7.2.1     Seller has performed and complied 
in all material respects with each obligation, agreement, 
covenant and condition required by this Agreement to be performed 
or complied with by Seller at or prior to the Closing and has 
delivered to Buyer a certificate, dated the Closing Date, signed 
by Seller's President, to such effect, in substantially the form 
attached as Exhibit A.

    7.2.2     Seller has executed (or caused to 
be executed) and delivered to Buyer each of the following items:

    7.2.2.1      a Bill of Sale in substantially the form 
attached as Exhibit B;

	
    7.2.2.2 an Assignment and Assumption 
Agreement in substantially the form attached as Exhibit C; and

    7.2.2.3 applications for title, assignments 
of Manufacturer's Statements of Origin, and such other transfer 
instruments as Buyer may reasonably deem necessary or advisable 
to transfer the Purchased Assets to Buyer and to perfect 
Buyer's rights in the Purchased Assets.

    7.2.3       By the Closing Date, Buyer will 
have completed a due diligence review of the Business, operations 
and financial statements of Seller related to the assets purchased, 
the results of which are satisfactory to Buyer in its sole discretion.


    7.2.4      Owner has signed and delivered to 
Buyer a Non-Competition Agreement in substantially the form 
attached as Exhibit D. 

    7.2.5      Seller has signed and delivered to 
Buyer a Non-Competition Agreement in substantially the form 
attached as Exhibit E. 

    7.2.6      Seller has delivered releases, in 
form reasonably satisfactory to Buyer, of all Encumbrances 
affecting any of the Purchased Assets (other than Permitted 
Encumbrances) and a certificate of no taxes due with respect to 
Seller and the Assets issued by appropriate Mississippi state 
taxing authorities as of a date no earlier than 10 days prior to 
the Closing.

    7.2.7      Seller has provided Buyer with the 
original invoices evidencing the net cost of the Purchased Boats, 
Motors, and Trailers, and the ProLine Parts and Accessories, and 
an inventory sheet detailing these items.

    7.2.8      Buyer has received the opinion of 
Brown, Watt & Buchanan in substantially the form attached as 
Exhibit G.

    7.2.9      The Purchased Lines dealer 
agreements listed on Schedule 3.1 have been terminated and Buyer 
has entered into dealer agreements for the Purchased Lines with 
the manufacturers of the Purchased Lines.

    7.2.10      Seller has completed Schedules 1.3, 
3.1, 4.1, 4.4 and 4.7.

    7.3      Conditions to Obligations of Seller.  The obligations of 
Seller to consummate the transactions contemplated by this Agreement 
to take place at the Closing are subject to the satisfaction or waiver 
by Seller, to the extent permitted by applicable law, at or prior to 
the Closing Date, of each of the following conditions:

    7.3.1     Buyer has paid the Purchase Price 
required to be paid at the Closing.

    7.3.2     Buyer has performed and complied in 
all material respects with each obligation, agreement, covenant 
and condition required by this Agreement to be performed or 
complied with by Buyer at or prior to the Closing and has 
delivered to Seller a certificate, dated the Closing Date, signed 
by Buyer's President, to such effect, in substantially the form 
attached as Exhibit F.

    7.3.3     Buyer has executed and delivered to 
Seller an Assignment and Assumption Agreement in substantially 
the form attached as Exhibit C.

    7.3.4     Buyer has received the opinion of 
Winstead Sechrest & Minick P.C. in substantially the form 
attached as Exhibit H.

    7.4     Waiver of Conditions.  Any party may waive in writing 
any or all of the conditions to its obligations under this Agreement.


Section 8. 	Survival of Representations and Warranties; 
Indemnification.

    8.1     Survival of Representations and Warranties.  The 
representations and warranties of Seller in this Agreement and in the 
documents and instruments to be delivered by Seller pursuant to this 
Agreement will survive the Closing without limitation until the third 
anniversary of the Effective Date.  The representations and warranties 
of Buyer in this Agreement and in the documents and instruments to be 
delivered by Buyer pursuant to this Agreement will survive the Closing 
without limitation until the third anniversary of the Effective Date. 
 The periods of survival of the representations and warranties 
prescribed by this Section 8.1 are referred to as the "Survival 
Period".  The liabilities of the parties under their respective 
representations and warranties will expire as of the expiration of the 
applicable Survival Period; provided, however, that such expiration 
will not include, extend or apply to any representation or warranty, 
the breach of which has been asserted by Buyer in written notice to 
Seller before such expiration or about which Seller has given Buyer 
written notice before such expiration indicating the facts or 
conditions existing that, with the passage of time or otherwise, can 
reasonably be expected to result in a breach (and describing such 
potential breach in reasonable detail).  The covenants and agreements 
of the parties in this Agreement and in the other documents and 
instruments to be delivered by Seller or Buyer pursuant to this 
Agreement will survive the Closing and will continue in full force and 
effect without limitation.

    8.2     Indemnification by Seller.   Seller and Owner will 
indemnify, defend and hold harmless Buyer and its shareholders and its 
and their respective Affiliates, and the shareholders, directors, 
officers, employees, agents, successors and assigns of any of such 
Persons, from and against:

    8.2.1     all losses, damages, liabilities, 
deficiencies or obligations of or to Buyer resulting from or 
arising out of (i) any breach of any then surviving 
representation or warranty made by Seller in this Agreement, (ii) 
any breach of any then surviving covenant, agreement or 
obligation of Seller contained in this Agreement, (iii) any third 
party claim with respect to any occurrence prior to or on the 
Effective Date, without regard to whether such third party claim 
with respect to such occurrence is asserted before or after the 
Effective Date, including any matter described on Schedule 4.8, 
(iv) any liability or obligation of Seller not included in the 
Assumed Liabilities, including contingent liability for products 
sold prior to the Effective Date, (v) any claim that the 
transactions contemplated by this Agreement violate any bulk 
transfer or fraudulent conveyance laws of any jurisdiction, and 
(vi) any liability or obligation of Seller arising after the 
Effective Date; and

    8.2.2     all claims, actions, suits, 
proceedings, demands, judgments, assessments, fines, interest, 
penalties, costs and expenses (including settlement costs and 
reasonable legal, accounting, experts' and other fees, costs and 
expenses) incident or relating to or resulting from any of the 
foregoing.

In the event that an indemnified item arises under both clause 
8.2.1(i) and under one or more of clauses 8.2.1(ii) through 8.2.1(vi) 
of this Section 8.2, Buyer's rights to pursue its claim under clauses 
8.2.1(ii) through 8.2.1(vi), as applicable, will exist notwithstanding 
the expiration of the Survival Period applicable to such claim under 
clause 8.2.1(i).	

    8.3     Indemnification by Buyer.  Buyer will indemnify, defend 
and hold harmless Seller and Seller's officers, employees, agents, 
successors and assigns, from and against:

    8.3.1     all losses, damages, liabilities, 
deficiencies or obligations of or to Seller or any such other 
indemnified Person resulting from or arising out of (i) any 
breach of any representation or warranty made by Buyer in this 
Agreement, (ii) the  breach of any covenant, agreement or 
obligation of Buyer contained in this Agreement or (iii) the 
failure by Buyer to perform any of its obligations in respect of 
the Assumed Liabilities; and

    8.3.2     all claims, actions, suits, 
proceedings, demands, judgments, assessments, fines, interest, 
penalties, costs and expenses (including, without limitation, 
settlement costs and reasonable legal, accounting, experts' and 
other fees, costs and expenses) incident or relating to or 
resulting from any of the foregoing.

In the event that an indemnified item arises under both clause 
8.3.1(i) and under one or more of clauses 8.3.1(ii) or 8.3.1(iii) of 
this Section 8.3, Seller's rights to pursue its claim under clauses 
8.3.1(ii) or 8.3.1(iii), as applicable, will exist notwithstanding the 
expiration of the Survival Period applicable to such claim under 
clause 8.3.1(i).
	
    8.4     Third Party Claims.  Promptly (and in any event within 
30 days) after the receipt by any party of notice of any claim, 
action, suit or proceeding by any Person who is not a party to this 
Agreement (collectively, an "Action"), which Action is subject to 
indemnification under this Agreement, such party (the "Indemnified 
Party") will give reasonable written notice to the party from whom 
indemnification is claimed (the "Indemnifying Party").  The 
Indemnified Party will be entitled, at the sole expense and liability 
of the Indemnifying Party, to exercise full control of the defense, 
compromise or settlement of any such Action unless the Indemnifying 
Party, within a reasonable time (and in any event within 15 days) 
after the giving of such notice by the Indemnified Party, (a) admits 
in writing to the Indemnified Party the Indemnifying Party's liability 
to the Indemnified Party for such Action under the terms of this 
Section 8, (b) notifies the Indemnified Party in writing of the 
Indemnifying Party's intention to assume such defense, and (c) retains 
legal counsel reasonably satisfactory to the Indemnified Party to 
conduct the defense of such Action.  The other party will cooperate 
with the party assuming the defense, compromise or settlement of any 
such Action in accordance with this Agreement in any reasonable manner 
that such party reasonably may request.  If the Indemnifying Party so 
assumes the defense of any such Action, the Indemnified Party will 
have the right to employ separate counsel and to participate in (but 
not control) the defense, compromise or settlement of the Action, but 
the fees and expenses of such counsel will be at the expense of the 
Indemnified Party unless (i) the Indemnifying Party has agreed to pay 
such fees and expenses, (ii) any relief other than the payment of 
money damages is sought against the Indemnified Party or (iii) the 
Indemnified Party will have been advised by its counsel that there may 
be one or more defenses available to it which are different from or 
additional to those available to the Indemnifying Party, and in any 
such case that portion of the fees and expenses of such separate 
counsel that are reasonably related to matters covered by the 
indemnity provided in this Section 8 will be paid by the Indemnifying 
Party.  No Indemnified Party will settle or compromise any such Action 
for which it is entitled to indemnification under this Agreement 
without prior written consent of the Indemnifying Party, unless the 
Indemnifying Party has failed, after reasonable notice, to undertake 
control of such Action in the manner provided in this Section 8.4.  No 
Indemnifying Party will settle or compromise any such Action (A) in 
which any relief other than the payment of money damages is sought 
against any Indemnified Party or (B) in the case of any Action 
relating to the Indemnified Party's liability for any tax, if the 
effect of such settlement would be an increase in the liability of the 
Indemnified Party for the payment of any tax for any period beginning 
after the Effective Date, unless the Indemnified Party consents in 
writing to such compromise or settlement.


Section 9. 	Covenants.

    9.1     No Shopping.  Neither the Seller nor any agent or 
representative of it will, during the period commencing on the date of 
this Agreement and ending with the earlier to occur of the Closing or 
the termination of this Agreement, directly or indirectly (a) solicit 
or initiate the submission of proposals or offers from any Person for, 
(b) participate in any discussions pertaining to, or (c) furnish any 
information to any Person other than Buyer relating to, any direct or 
indirect acquisition or purchase of all or any portion of the 
Purchased Assets.

    9.2     Notification of Certain Matters.  Seller will promptly 
notify Buyer of any fact, event, circumstance or action (a) which, if 
known on the date of this Agreement, would have been required to be 
disclosed to Buyer pursuant to this Agreement or (b) the existence or 
occurrence of which would cause any of Seller's representations or 
warranties under this Agreement not to be correct and complete.

    9.3     Satisfaction of Conditions.  Each party will use its 
best efforts to satisfy, or to cause to be satisfied, the conditions 
to the obligations of the other party to consummate the transactions 
contemplated by this Agreement.

    9.4     Transfer Taxes.  In the event that any Governmental 
Authority of the State of Mississippi or of any municipality, parish, 
county or other subdivision thereof shall at any time impose or 
otherwise require or demand payment by or from either Seller or Buyer 
of any state or local sales, use, transfer, excise, documentary or 
license taxes or fees or any other charge (including filing fees) with 
respect to Seller's sale or transfer to Buyer of the Purchased Assets, 
Seller will be responsible for the payment.

    9.5     Confidentiality.  No party will issue any press release 
or make any other public announcement regarding this Agreement or the 
transactions contemplated hereby without the consent of the other 
parties.  Each party will, and will cause its employees, consultants, 
advisors and agents to, hold in confidence the terms of this Agreement 
and any non-public information concerning another party obtained 
pursuant to this Agreement.  Notwithstanding the preceding, a party 
may disclose such information to the extent required by any Legal 
Requirement (including disclosure requirements under federal and state 
securities laws), but the party proposing to disclose such information 
will first notify and consult with the other parties concerning the 
proposed disclosure, to the extent reasonably feasible.  Each party 
also may disclose such information to employees, consultants, 
advisors, agents and actual or potential lenders whose knowledge is 
necessary to facilitate the consummation of the transactions 
contemplated by this Agreement.  Each party's obligation to hold 
information in confidence will be satisfied if it exercises the same 
care with respect to such information as it would exercise to preserve 
the confidentiality of its own similar information.

    9.6     Consignment and Repair.  In the event Seller or Owner is 
required to retake possession of any boats, motors or trailers in the 
Purchased Lines sold by Seller prior to the Effective Date, Buyer will 
accept the products on consignment from Seller or Owner.  Any repairs 
will be pre-approved by Seller and will be paid for by Seller or 
Owner.

    9.7     Access to Records.  Seller will allow Buyer reasonable 
access to its records for a period of two years after the Effective 
Date, for any reasonable business purpose related to the purchase of 
the Purchased Assets.


Section 10.	  Definitions.

		In addition to terms defined elsewhere in this Agreement, the 
following capitalized terms, when used in this Agreement, will have 
the meanings set forth below:

    10.1     Affiliate.  With respect to any Person, any other Person 
controlling, controlled by or under common control with such Person, 
with "control" for such purpose meaning the possession, directly or 
indirectly, of the power to direct or cause the direction of the 
management and policies of a Person, whether through the ownership of 
voting securities or voting interests, by contract, or otherwise.

    10.2     Boat Show Rights.  All agreements and assets related to 
any ProLine Boat Show or other manufacturer-specific boat shows and 
marketing events related to one or more of the Purchased Lines, listed 
on Schedule 1.3 and such agreements or contracts in the name of the 
manufacturer.

    10.3     Encumbrance.  Any mortgage, lien, security interest, 
security agreement, conditional sale or other title retention 
agreement, limitation, pledge, option, assessment or other such 
charge, restrictive agreement, restriction, encumbrance, adverse 
interest, restriction on transfer, or exception to or defect in title 
or other ownership interest (including reservations, rights of way, 
possibilities of reverter, encroachments, easements, rights of entry, 
restrictive covenants, leases and licenses).

    10.4     Governmental Authority.  (i) The United States of 
America, (ii) any state, commonwealth, territory or possession of the 
United States of America and any political subdivision thereof 
(including counties, municipalities and the like), (iii) any foreign 
(as to the United States of America) sovereign entity and any 
political subdivision thereof, or (iv) any agency, authority or 
instrumentality of any of the foregoing, including any court, 
tribunal, department, bureau, commission or board.

    10.5     Intangibles.  All rights granted to Buyer pursuant to 
the Non-Competition Agreements.

    10.6     Legal Requirement.  Any statute, ordinance, code, law, 
rule, regulation, order or other requirement, standard or procedure 
enacted, adopted or applied by any Governmental Authority, including 
judicial decisions applying common law or interpreting any other Legal 
Requirement.

    10.7     Net Cost.  The actual net cost to Seller of an item, 
after all earned rebates and credits, plus freight charges (if any) 
that have been paid by Seller to the manufacturer.

    10.8     Permitted Encumbrances.  The following Encumbrances:  
(a) liens for taxes, assessments and governmental charges not yet due 
and payable; (b) zoning laws and ordinances and similar Legal 
Requirements; (c) rights reserved to any Governmental Authority to 
regulate the affected property; and (d) as to real property interests, 
any easements, rights-of-way, servitudes, permits, restrictions and 
minor imperfections or irregularities in title which are reflected in 
public records and which do not individually or in the aggregate 
interfere with the right or ability to own, lease, use or operate 
(whichever may be the case) the real property for the Business or to 
convey good, marketable and indefeasible title to the real property; 
provided that (i) Permitted Encumbrances will not include any item 
which could materially adversely affect the conduct of the Business 
and (ii) the classification of any item as a Permitted Encumbrance 
will not affect any liability Seller may have for such item, including 
pursuant to any indemnity obligation under this Agreement.

    10.9     Person.  Any natural person, corporation, partnership, 
trust, unincorporated organization, association, limited liability 
company, Governmental Authority or other entity.

    10.10     ProLine Parts and Accessories.  Seller's new parts and 
accessories that are designed for and fit current production model 
ProLine boats, and that are listed in current 1997 manufacturer price 
books or computer disks, as inventoried on the Effective Date and 
listed on Schedule 1.2, for which Buyer will pay Seller the lesser of 
the manufacturer's 1997 published wholesale price or invoice amount, 
after any applicable rebates or credits that have been earned.

    10.11     Purchased Assets.  The Purchased Boats, Motors, and 
Trailers; the ProLine Parts and Accessories; Miscellaneous Assets; the 
Intangibles; the Boat Show Rights; and Seller's Contracts, more 
particularly described in Section 1.1 and on Schedules 1.1, 1.2, 1.3 
and 3.1.

    10.12     Purchased Boats, Motors, and Trailers.  All of Seller's 
new boats, motors, and trailers in the Purchased Lines as inventoried 
on the Effective Date, described individually on Schedule 1.1.

    10.13.     Other Definitions.  The following terms are defined in 
the Sections indicated:


Term                                    Section 

Action                                    8.4
Assumed Liabilities                       3.1
Business                                Recitals
Closing                                   6.1
Closing Date                              6.1
Effective Date                            6.1
Indemnifying Party; Indemnified Party     8.4
Purchase Price                            2.1
Purchased Lines                        Recitals
Seller's Contracts                        3.1
Survival Period                           8.1



Section 11.  Miscellaneous.

    11.1     Parties Obligated and Benefited.  Subject to the 
limitations set forth below, this Agreement will be binding on the 
parties and their respective assigns and successors in interest and 
will inure solely to the benefit of the parties and their respective 
assigns and successors in interest, and no other Person will be 
entitled to any of the benefits conferred by this Agreement.  Without 
the prior written consent of the other parties, no party will assign 
any of its rights under this Agreement or delegate any of its duties 
under this Agreement, provided that Buyer may, without the consent of 
any other party, (i) assign or delegate its rights or obligations 
under this Agreement to a commonly controlled entity of Buyer, and 
such assignee will be substituted for Buyer under this Agreement as 
though it were the original party to this Agreement and Buyer will be 
released from all obligations under this Agreement, and (ii) make a 
collateral assignment of its rights hereunder to Buyer's or its 
assignee's secured lenders. 

    11.2     Notices.  Any notice, request, demand, waiver or other 
communication required or permitted to be given under this Agreement 
will be in writing and will be deemed to have been duly given only if 
delivered in person or sent by first class, prepaid, registered or 
certified mail (return receipt requested), or delivered by commercial 
courier (e.g., United Parcel Service or Federal Express) or, if 
receipt is confirmed, by telecopier:

			To Buyer at:

			Travis Boating Center Mississippi, Inc.
			13045 Research Blvd.
			Austin, Texas 78750
			Attention:	Mike Perrine, Chief Financial Officer
			Telecopy:	512/250-1207

                            With a copy (which will not constitute notice) 
                            transmitted by telecopier to:

			Winstead Sechrest & Minick P.C.
			100 Congress Avenue, Suite 800
			Austin, Texas 78701
			Attention:	Walter Earl Bissex, Esq.
			Telecopy:	512/370-2850

			To Seller and Owner at:
			Gail and J.W. McLeod
			c/o Brown, Watt & Buchanan
			3112 Canty Street			
			Pascagoula, Mississippi 39569			
			Attention:  	W. Lee Watt, Esq.
			Telecopy:  	601/762-0299

Any party may change the address to which notices are required to be 
sent by giving notice of such change in the manner provided in this 
Section 11.2.  All notices will be deemed to have been received on the 
date of delivery or on the third business day after mailing in 
accordance with this Section, except that any notice of a change of 
address will be effective only upon actual receipt.

    11.3     Attorneys' Fees.  In the event of any action or suit 
based upon or arising out of any alleged breach by any party of any 
representation, warranty, covenant or agreement contained in this 
Agreement, the prevailing party will be entitled to recover reasonable 
attorneys' fees and other costs of such action or suit from the other 
party.

    11.4     Right to Specific Performance.  Seller acknowledges that 
the unique nature of the Assets to be purchased by Buyer pursuant to 
this Agreement renders money damages an inadequate remedy for the 
breach by Seller of its obligations under this Agreement, and Seller 
agrees that in the event of such breach, Buyer will upon proper action 
instituted by it, be entitled to a decree of specific performance of 
this Agreement.

    11.5     Waiver.  Neither this Agreement nor any of its 
provisions may be waived except in writing.  The failure of any party 
to enforce any right arising under this Agreement on one or more 
occasions will not operate as a waiver of that or any other right on 
that or any other occasion.

    11.6     Captions.  The section captions of this Agreement are 
for convenience only and do not constitute a part of this Agreement.

    11.7     Choice of Law.  This agreement and the rights of the 
parties under it will be governed by and construed in all respects in 
accordance with the laws of the State of Texas, without regard to the 
conflicts of laws rules of Texas.  Any litigation resulting from any 
dispute among the parties must be filed in Travis County, Texas.

    11.8     Terms.  Terms used with initial capital letters will 
have the meanings specified, applicable to both singular and plural 
forms, for all purposes of this Agreement.  The word "include" and 
derivatives of that word are used in this Agreement in an illustrative 
sense rather than a limiting sense.

    11.9     Rights Cumulative.  All rights and remedies of each of 
the parties under this Agreement will be cumulative, and the exercise 
of one or more rights or remedies will not preclude the exercise of 
any other right or remedy available under this Agreement or applicable 
law.

    11.10     Further Actions.  Seller and Buyer will execute and 
deliver to the other, from time to time at or after the Closing, for 
no additional consideration and at no additional cost to the 
requesting party, such further assignments, certificates, instruments, 
records, or other documents, assurances or things as may be reasonably 
necessary to give full effect to this Agreement and to allow each 
party fully to enjoy and exercise the rights accorded to and acquired 
by it under this Agreement.

    11.11     Time.  Time is of the essence under this Agreement.  If 
the last day permitted for the giving of any notice or the performance 
of any act required or permitted under this Agreement falls on a day 
which is not a business day, the time for the giving of such notice or 
the performance of such act will be extended to the next succeeding 
business day.

    11.12     Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which will be deemed an original.

    11.13     Entire Agreement.  This Agreement (including the 
Schedules and Exhibits referred to in this Agreement, which are 
incorporated into and constitute a part of this Agreement) contains 
the entire agreement of the parties and supersedes all prior oral or 
written agreements and understandings with respect to the subject 
matter of this Agreement.  This Agreement may not be amended or 
modified except by a writing signed by the parties.

    11.14     Severability.  Any term or provision of this Agreement 
which is invalid or unenforceable will be ineffective to the extent of 
such invalidity or unenforceability without rendering invalid or 
unenforceable the remaining rights of the Person intended to be 
benefited by such provision or any other provisions of this Agreement.

    11.15     Construction.  This Agreement has been negotiated by 
Buyer and Seller and their respective legal counsel, and legal or 
equitable principles that might require the construction of this 
Agreement or any provision of this Agreement against the party 
drafting this Agreement will not apply in any construction or 
interpretation of this Agreement.

    11.16     Expenses.  Except as otherwise expressly provided in 
this Agreement, each party will pay all of its own expenses, including 
attorneys' and accountants' fees, in connection with the negotiation 
of this Agreement, the performance of its obligations and the 
consummation of the transactions contemplated by this Agreement.


                     ****** END OF PAGE ******

         The parties have executed this Agreement as of the day and year 
         first above written.

					BUYER:

					TRAVIS BOATING CENTER MISSISSIPPI, INC.


                                        By:     _____/S/____________________ 
						Ron Spradling, Executive Vice President


					SELLER:

					McLEOD MARINE, INC.


                                        By:     _____/S/____________________ 
							J.W. McLeod, President


					OWNER:


                                        __________/S/_________________ 
							J.W. McLeod


						
                                        __________/S/_________________ 
							Gail McLeod

							WITNESS:

						    __________/S/_________________ 
							Trudy R. Bream




                     NON-COMPETITION AGREEMENT


	This Non-Competition Agreement (the "Agreement"), dated as of 
August 1, 1997, is among TRAVIS BOATS & MOTORS, INC., a Texas 
corporation ("Travis"), TRAVIS BOATING CENTER MISSISSIPPI, INC., a 
Texas corporation and wholly-owned subsidiary of Travis 
("Buyer"), both having an office for the purpose of notice at 13045 
Research Blvd., Austin, Texas 78750, and Gail and J.W. McLeod, 
individuals residing at 2406 Pintail Lane, 
Moss Point, Mississippi (together, "Owners"). 

	WHEREAS, Buyer has agreed to acquire the Business of McLeod 
Marine, Inc., a Mississippi corporation ("Seller"), pursuant to 
that certain asset purchase agreement dated May 30, 1997 (the 
"Purchase Agreement") among Buyer, Seller and Owners (the capitalized 
terms used herein have the meanings assigned to them in the Purchase 
Agreement unless otherwise defined herein); and

	WHEREAS, Owners own 100% of the outstanding shares of capital 
stock of Seller; and

	WHEREAS, Owners have established a valuable, far-reaching 
personal reputation in the boat, boat accessory and water sports sales 
business; and

	WHEREAS, the parties hereto agree that the reasonable market area 
of a business such as the Business is approximately a 150-mile radius; 
and

	WHEREAS, it is a condition precedent to the closing of the 
purchase under the Purchase Agreement that Owners shall have entered 
into this Agreement;

	NOW, THEREFORE, in consideration of the foregoing, and of the 
mutual covenants, terms and conditions hereinafter expressed, Travis, 
Buyer and Owners agree as follows:

                           Section 1.

    1.1     Non-Competition.  Neither Owner will, for any reason:

         1.1.1   Object to or oppose efforts by Travis or 
any Affiliate of Travis to obtain a dealer agreement or 
agreements allowing the retail sale of ProLine, Donzi, Sprint or 
Polar brand boats and related accessories (the "Dealer 
Agreements"), or obtain such Dealer Agreements himself or 
herself, anywhere within 150 miles of the location of Seller's 
store in Pascagoula, Mississippi; or

         1.1.2   Compete with Buyer, Travis, or any other 
Affiliate of Travis in the retail sale of new ProLine, Donzi, 
Sprint or Polar brand boats anywhere within 150 miles of the 
location of Seller's store in Pascagoula, Mississippi.

    1.2     Owners agree that Travis and Buyer will not be able to 
recognize the value of the Purchased Assets unless Buyer is able to 
engage in the successful operation of the Business, that the non-
competition provisions set forth in Section 1.1 are ancillary to the 
Purchase Agreement, that the Purchase Agreement is an otherwise 
enforceable agreement, and that the non-competition provisions in this 
Agreement are therefore ancillary to an otherwise enforceable 
agreement.  Owners further agree that the non-competition provisions 
set forth above are supported by independent valuable consideration 
and contain reasonable limitations as to the time, geographical area, 
and scope of activity for which they are to be restrained; and that 
the limitations of the non-competition provisions do not impose a 
greater restraint than is necessary to protect the goodwill or other 
business interests of Travis and Buyer.  It is agreed by the parties 
that the restrictions contained in Section 1.1 impose, on the date of 
the execution of this Agreement, a reasonable restraint on Seller in 
light of the activities and businesses of Travis and Buyer and their 
future plans.

    1.3     For the purposes of this Agreement, Owners will be deemed to 
have obtained Dealer Agreements if they have an interest in any such 
Dealer Agreements directly or indirectly, whether for their own 
account or for that of any other person, firm or corporation, and 
whether as a stockholder (except solely as a stockholder in a publicly 
held corporation with more than 500 holders of common stock and as to 
which he owns, in the aggregate, less than 5% of any class of stock), 
director, officer, employee, consultant, partner, joint venturer, 
principal, agent, proprietor, consultant, manager, independent 
contractor, sales representative, landlord, lessor, lender, guarantor, 
or in any other capacity.


                            Section 2.

    2.1     Term.  The term of this Agreement will commence on the date 
hereof and will terminate on the fifth anniversary of such date.

    2.2     Remedies.  Owner acknowledges that a breach of any of the 
provisions of Section 1 will cause irreparable harm to Travis and 
Buyer, for which there may be no adequate remedy at law and for which 
the ascertainment of damages would be difficult.  Therefore, Travis 
and Buyer will be entitled to specific performance of Section 1 
hereof, in addition to, and without having to prove the inadequacy of, 
other remedies at law, as well as injunctive relief (without being 
required to post bond or other security), and, if such legal action 
becomes necessary, Travis and Buyer will be entitled to recover 
reasonable attorney's fees and costs of court incurred in connection 
with such action.  Nothing contained herein will be construed as 
prohibiting Travis and Buyer from pursuing any other remedies 
available to it for such breach, including the recovery of money 
damages.

    2.3     Notices.        Notices and demands provided for under this 
Agreement will be in writing and will be deemed to be fully given and 
received if sent by registered mail, postage prepaid, to the 
respective party at the address listed at the beginning of this 
Agreement.

    2.4     Assignment.  Buyer or Travis may assign its rights or 
obligations hereunder to any Affiliate of Buyer or Travis or any 
successor to the business of Buyer or Travis by merger, consolidation, 
sale of assets, or otherwise.

    2.5     Reformation; Severability.  Whenever possible, each 
provision of this Agreement will be interpreted so as to be legal, 
valid and enforceable under applicable law, but in the event any 
provision of this Agreement is held to be prohibited, unenforceable or 
invalid under applicable law, the parties agree that such provision 
will automatically be deemed modified for purposes of performance of 
this Agreement to the extent necessary to render it lawful, valid and 
enforceable, or if such modification is not possible without 
materially altering the intent of the parties, that such provision 
will automatically be deemed severed from this Agreement to the extent 
of such prohibition, unenforceability, or invalidity.  The validity of 
the remaining provisions of this Agreement will not be altered by any 
such modification or severance.

    2.6     Amendment of Agreement.  Except as set forth in Section 2.5, 
this Agreement may  not be amended, modified, or supplemented except 
by a writing signed by all parties.

    2.7     Governing Law; Venue.  THIS AGREEMENT WILL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT 
REGARD TO THE CONFLICT OF LAWS RULES OF TEXAS.  Each of the 
undersigned irrevocably agrees that any legal action or proceeding 
brought against said Person with respect to this Agreement will be 
brought in the appropriate court in Travis County, Texas and hereby 
waives any right to be sued in any other place.

    2.8     Construction.  This Agreement constitutes the entire 
Agreement between the parties and will be binding upon and inure to 
the benefit of the parties hereto and their permitted successors and 
assigns.  No terms or understandings not herein contained will apply 
unless in writing and signed by all parties subsequent to execution of 
this Agreement.  This Agreement is intended to benefit only the 
parties hereto and no third party will have any right to enforce this 
Agreement or receive any benefits hereof.


	IN WITNESS WHEREOF, Travis, Buyer and Owner have executed this 
Agreement, in the manner appropriate to each, as of the day and year 
first above written.


					TRAVIS BOATS & MOTORS, INC.


					By:__/s/______________________								Michael B. Perrine
					CFO, Secretary, Treasurer


					TRAVIS BOATING CENTER MISSISSIPPI, INC.


					By:__/s/______________________								Michael B. Perrine
					CFO, Secretary, Treasurer 
							



					___/s/___________________________	
				   	J.W. McLeod

					___/s/___________________________	
				   	Gail McLeod





                              NON-COMPETITION AGREEMENT


	This Non-Competition Agreement (the "Agreement"), dated as of 
August 1, 1997, is among TRAVIS BOATS & MOTORS, INC., a Texas 
corporation ("Travis"), TRAVIS BOATING CENTER MISSISSIPPI, INC., a 
Texas corporation and wholly owned subsidiary of Travis ("Buyer"), 
both having an office for the purpose of notice at 13045 Research 
Blvd., Austin, Texas 78750, and McLEOD MARINE, INC., a Mississippi 
corporation ("Seller") with an office for the purpose of notice at 
1824 Denny Ave., Pascagoula, Mississippi. 

	WHEREAS, Buyer has agreed to acquire the Business of Seller 
pursuant to that certain asset purchase agreement dated May 30, 1997 
(the "Purchase Agreement") among Buyer, Seller and 
Gail and J.W. McLeod (the capitalized terms used herein 
have the meanings assigned to them in the Purchase Agreement unless 
otherwise defined herein); and

	WHEREAS, the parties hereto agree that the reasonable market area 
of a business such as the Business is approximately a 150-mile radius; 
and

	WHEREAS, it is a condition precedent to the closing of the 
purchase under the Purchase Agreement that Seller shall have entered 
into this Agreement;

	NOW, THEREFORE, in consideration of the foregoing, and of the 
mutual covenants, terms and conditions hereinafter expressed, Travis, 
Buyer and Seller agree as follows:

Section 1.

    1.1     Non-Competition.  Seller will not, for any reason:

         1.1.1   Object to or oppose efforts by Travis or 
any Affiliate of Travis to obtain a dealer agreement or 
agreements allowing the retail sale of ProLine, Donzi, Sprint or 
Polar brand boats and related accessories (the "Dealer 
Agreements"), or obtain such Dealer Agreements itself anywhere 
within 150 miles of the location of Seller's store in Pascagoula, 
Mississippi; or

         1.1.2   Compete with Buyer, Travis, or any other 
Affiliate of Travis in the retail sale of new ProLine, Donzi, 
Sprint or Polar brand boats anywhere within 150 miles of the 
location of Seller's store in Pascagoula, Mississippi.

    1.2     Seller agrees that Travis and Buyer will not be able to 
recognize the value of the Purchased Assets unless Buyer is able to 
engage in the successful operation of the Business, that the non-
competition provisions set forth in Section 1.1 are ancillary to the 
Purchase Agreement, that the Purchase Agreement is an otherwise 
enforceable agreement, and that the non-competition provisions in this 
Agreement are therefore ancillary to an otherwise enforceable 
agreement. Seller further agrees that the non-competition provisions 
set forth above are supported by independent valuable consideration 
and contain reasonable limitations as to the time, geographical area, 
and scope of activity for which he is to be restrained; and that the 
limitations of the non-competition provisions do not impose a greater 
restraint than is necessary to protect the goodwill or other business 
interests of Travis and Buyer. It is agreed by the parties that the 
restrictions contained in Section 1.1 impose, on the date of the 
execution of this Agreement, a reasonable restraint on Seller in light 
of the activities and businesses of Travis and Buyer and their future 
plans.

    1.3     For the purposes of this Agreement, Seller will be deemed to 
have obtained Dealer Agreements if it has an interest in any such 
Dealer Agreements, directly or indirectly, whether for its own account 
or for that of any other person, firm or corporation, and whether as a 
stockholder (except solely as a stockholder in a publicly held 
corporation with more than 500 holders of common stock and as to which 
he owns, in the aggregate, less than 5% of any class of stock), 
director, officer, employee, consultant, partner, joint venturer, 
principal, agent, proprietor, consultant, manager, independent 
contractor, sales representative, landlord, lessor, lender, guarantor, 
or in any other capacity.


                              Section 2.

    2.1     Term.  The term of this Agreement will commence on the date 
hereof and will terminate on the fifth anniversary of such date.

    2.2     Remedies.  Seller acknowledges that a breach of any of the 
provisions of Section 1 will cause irreparable harm to Travis and 
Buyer, for which there may be no adequate remedy at law and for which 
the ascertainment of damages would be difficult. Therefore, Travis and 
Buyer will be entitled to specific performance of Section 1 hereof, in 
addition to, and without having to prove the inadequacy of, other 
remedies at law, as well as injunctive relief (without being required 
to post bond or other security), and, if such legal action becomes 
necessary, Travis and Buyer will be entitled to recover reasonable 
attorney's fees and costs of court incurred in connection with such 
action. Nothing contained herein will be construed as prohibiting 
Travis and Buyer from pursuing any other remedies available to it for 
such breach, including the recovery of money damages.

    2.3     Notices Notices and demands provided for under this 
Agreement will be in writing and will be deemed to be fully given and 
received if sent by registered mail, postage prepaid, to the 
respective party at the address listed at the beginning of this 
Agreement.

    2.4     Assignment.  Buyer or Travis may assign its rights or 
obligations hereunder to any Affiliate of Buyer or Travis or any 
successor to the business of Buyer or Travis, by merger, 
consolidation, sale of assets, or otherwise.

    2.5     Reformation; Severability.  Whenever possible, each 
provision of this Agreement will be interpreted so as to be legal, 
valid and enforceable under applicable law, but in the event any 
provision of this Agreement is held to be prohibited, unenforceable or 
invalid under applicable law, the parties agree that such provision 
will automatically be deemed modified for purposes of performance of 
this Agreement to the extent necessary to render it lawful, valid and 
enforceable, or if such modification is not possible without 
materially altering the intent of the parties, that such provision 
will automatically be deemed severed from this Agreement to the extent 
of such prohibition, unenforceability, or invalidity. The validity of 
the remaining provisions of this Agreement will not be altered by any 
such modification or severance.

    2.6     Amendment of Agreement.  Except as set forth in Section 2.5, 
this Agreement may not be amended, modified, or supplemented except by 
a writing signed by all parties.

    2.7     Governing Law; Venue.  THIS AGREEMENT WILL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT 
REGARD TO THE CONFLICT OF LAWS RULES OF TEXAS. Each of the undersigned 
irrevocably agrees that any legal action or proceeding brought against 
said Person with respect to this Agreement will be brought in the 
appropriate court in Travis County, Texas and hereby waives any right 
to be sued in any other place.

    2.8     Construction.  This Agreement constitutes the entire 
Agreement between the parties and will be binding upon and inure to 
the benefit of the parties hereto and their permitted successors and 
assigns. No terms or understandings not herein contained will apply 
unless in writing and signed by all parties subsequent to execution of 
this Agreement. This Agreement is intended to benefit only the parties 
hereto and no third party will have any right to enforce this 
Agreement or receive any benefits hereof.

	IN WITNESS WHEREOF, Travis, Buyer and Seller have executed this 
Agreement, in the manner appropriate to each, as of the day and year 
first above written.

					TRAVIS BOATS & MOTORS, INC.

By:__/s/______________________				Michael B. Perrine
                                        CFO, Secretary, Treasurer  


					TRAVIS BOATING CENTER MISSISSIPPI, INC.

By:__/s/______________________				Michael B. Perrine
					CFO, Secretary, Treasurer 
					

					McLEOD MARINE, INC.


					By:___/s/_________________________
					J.W. McLeod, President		



<PAGE>				EXHIBIT 10.34


                             STOCK PURCHASE AGREEMENT


                                     AMONG

                       TRAVIS BOATING CENTER FLORIDA, INC.
                                    ("BUYER")

                                       AND


                                FREDERIC D. PACE
                                      AND
                                JOHN W. REINHOLD
                                   ("SELLERS")





                                 SEPTEMBER 30, 1997




                          PROVIDING FOR THE PURCHASE OF 
                           100% OF THE COMMON STOCK OF
                         ADVENTURE BOAT BROKERAGE, INC., 
                             A FLORIDA CORPORATION






<PAGE>
                               TABLE OF CONTENTS
      



1.      Definitions
2.      Purchase and Sale of Company Shares
  2.1.    Basic Transaction              
  2.2.    Purchase Price              
  2.3.    The Closing            
  2.4.    Deliveries at the Closing                             
  2.5.    Post Closing Adjustments.                        
3.      Representations and Warranties Concerning the Transaction
  3.1.     Representations and Warranties of the Sellers 
  3.2.    Representations and Warranties of the Buyer    
4.      Representations and Warranties Concerning the Company.
  4.1.    Organization, Qualification, and Corporate Power  
  4.2.    Capitalization                             
  4.3.    Noncontravention                           
  4.4.    Brokers' Fees                              
  4.5.    Title to Assets                            
  4.6.    Subsidiaries                               
  4.7.    Financial Statements                       
  4.8.    Events Subsequent to Most Recent Fiscal Year End 
  4.9.    Undisclosed Liabilities                     
  4.10.   Legal Compliance                            
  4.11.   Tax Matters                                 
  4.12.   Real Property                               
  4.13.   Intellectual Property                       
  4.14.   Tangible Assets                             
  4.15.    Condition of Assets.                       
  4.16.    Contracts                                  
  4.17.   Notes and Accounts Receivable               
  4.18.   Powers of Attorney                          
  4.19.   Insurance                                   
  4.20.   Litigation                                  
  4.21.   Product Warranty                            
  4.22.   Product Liability.                          
  4.23.   Employees.                                  
  4.24.   Employee Benefits.                          
  4.25.   Guaranties                                  
  4.26.   Environment, Health, and Safety             
  4.27.   Disclosure                                  
5.      Pre-Closing Covenants.                        
  5.1.    General.                                    
  5.2.    Notices and Consents.                       
  5.3.    Operation of Business.                      
  5.4.    Preservation of Business.                   
  5.5.    Full Access.                                
  5.6.    Notice of Developments.                     
  5.7.    Exclusivity.                                
6.      Post-Closing Covenants                        
  6.1.    General                                     
  6.2.    Litigation Support                          
  6.3.    Transition                                  
  6.4.    Confidentiality                             
  6.5.    Buyer Notes                                 
  6.6.    Registration of Travis Parent Stock         
  6.7.    Pre-Closing Sales                           
  6.8.    Use of Name                                 
  6.9.    Accounts Receivable.                        
  6.10.   Non-Compete.                                
7.      Conditions to Obligation to Close             
  7.1.    Conditions to Obligation of the Buyer       
  7.2.    Conditions to Obligation of the Sellers     
8.      Remedies                                      
  8.1.    Indemnification Provisions for Benefit of the Buyer  
  8.2.    Indemnification Provisions for Benefit of the Sellers
  8.3.    Matters Involving Third Parties      
  8.4.    Determination of Adverse Consequences
  8.5.    Set-off Under Buyer Note        
  8.6.    Other Indemnification Provisions
9.      Tax Matters                       
  9.1.    Tax Periods Ending on or Before the Closing Date   
  9.2.    Tax Periods Beginning Before and Ending After the Closing Date
  9.3.    Cooperation on Tax Matters
  9.4.    Tax Sharing Agreements 
  9.5.    Certain Taxes    
10.     Termination                 
  10.1.   Termination of Agreement  
  10.2.    Effect of Termination                   
11.     Miscellaneous                               
  11.1.   Nature of Certain Obligations            
  11.2.   Press Releases and Public Announcements   
  11.3.   No Third-Party Beneficiaries
  11.4.   Entire Agreement          
  11.5.   Succession and Assignment 
  11.6.   Counterparts             
  11.7.   Headings                 
  11.8.   Notices                  
  11.9.   Governing Law and Venue  
  11.10.  Amendments and Waivers   
  11.11.  Severability             
  11.12.  Expenses                 
  11.13.  Construction                  
  11.14.  Incorporation of Exhibits and Schedules       
  11.15.  Specific Performance                         
  11.16.  Attorney's Fees               
  11.17.  Further Cooperation.          

<PAGE>

                             STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into on 
September 30, 1997, by and among TRAVIS BOATING CENTER FLORIDA, INC. a 
Texas corporation (the "Buyer"), and FREDERIC D. PACE and JOHN W. 
REINHOLD (collectively the "Sellers"). 

                                   Recitals:

The Sellers in the aggregate own all of the outstanding capital 
stock of Adventure Boat Brokerage, Inc. a Florida corporation (the 
"Company").

This Agreement contemplates a transaction in which the Buyer will 
purchase from the Sellers, and the Sellers will sell to the Buyer, all of 
the outstanding capital stock of the Company in return for (i) cash, (ii) 
shares of voting common stock of Travis Boats & Motors, Inc., a Texas 
corporation, the sole shareholder of the Buyer ("Travis Parent"), and 
(iii) the Buyer Notes (as defined below).

Now, therefore, in consideration of the premises and the mutual 
promises, of the representations, warranties, and covenants  contained 
herein, the parties agree as follows.

A.	Definitions.

"Accounts Receivable, means all of the accounts receivable of the 
Company, as listed on Exhibit "A".  

"Adventure North" means Adventure Marine & Outdoors, Inc., a Florida 
corporation.

"Adventure South" means Adventure Marine South, Inc., a Florida 
corporation.

"Adverse Consequences" means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, 
penalties, fines, costs, amounts paid in settlement, Liabilities, 
obligations, Taxes, liens, losses, expenses, and fees, including court 
costs and attorneys' fees and expenses.

"Affiliate" has the meaning set forth in Rule 12b-2 promulgated 
under the Securities Exchange Act.

"Affiliated Group" means any affiliated group within the meaning of 
Code Sec. 1504 or any similar group defined under a similar provision of 
state, local or foreign law.

"Applicable Rate" means 7 1/2%.

"Assets" means all properties, privileges, rights, interests and 
claims, personal, tangible and intangible, of every type and description 
(including, without limitation, New Boats, Motors, and Trailers, Used 
Boats, Motors, and Trailers, Parts, Accessories, Miscellaneous Assets, 
Intellectual Property, Deposits, Accounts Receivable and Boat Show 
Rights) that are used, or held for use, by the Company or the Sellers in 
the Business and in which the Company or the Sellers has any right, title 
or interest (or in which the Company or the Sellers hereafter acquires 
any right, title or interest on or before the Closing Date), but 
specifically excludes all Excluded Assets.

"Basis" means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction that forms or could form the basis 
for any specified consequence.

"Boat Shows" means all boat shows at which the Company has had a 
booth or made a presentation in any of the last five (5) years.

"Boat Show Rights" means all of the Company's agreements for space 
at Boat Shows, including common stock and other ownership rights in 
corporations, partnerships, and other types of entities holding Boat 
Shows.

"Business" means the retail and wholesale sales and service of 
boats, motors, trailers, marine accessories and water sporting goods at 
the store located in Ft. Walton Beach, Florida, and at Boat Shows 
attended by the representatives of the Company.

 	"Buyer" has the meaning set forth in the preface above.

        "Buyer Notes" has the meaning set forth in paragraph 2.2 below.

        "Closing" has the meaning set forth in paragraph 2.3 below.

        "Closing Date" has the meaning set forth in paragraph 2.3 below.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Company Share" or "Share"  means any share of the Common Stock, par 
value $1.00 per share, of the Company.

        "Confidential Information" means any information concerning the 
businesses and affairs of the Company and its Subsidiaries that is not 
already generally available to the public.

        "Controlled Group of Corporations" has the meaning set forth in Code 
Sec. 1563.

        "Current Accounts Receivable" means those Accounts Receivable of the 
Company that are (i) aged less than 60 days as of the Closing Date, and 
(ii) are not Accounts Receivable due from Affiliates of the Sellers or 
the Company.  The Current Accounts Receivable are identified on the list 
of Accounts Receivable on Exhibit "A".

        "Deposits" means all customer prepaids, tax deposits, utility 
deposits and deposits relating to customer special orders as of the 
Closing Date.

        "Disclosure Schedule", has the meaning set forth in part 4 below.

        "Employee Benefit Plan", means any (a) nonqualified deferred 
compensation or retirement plan or arrangement which is an Employee 
Pension Benefit Plan, (b) qualified defined contribution retirement plan 
or arrangement which is an Employee Pension Benefit Plan, (c) qualified 
defined benefit retirement plan or arrangement which is an Employee 
Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee 
Welfare Benefit Plan or material fringe benefit plan or program.

        "Employee Pension Benefit Plan" has the meaning set forth in ERISA 
Sec. 3(2).

        "Employee Welfare Benefit Plan" has the meaning set forth in ERISA 
Sec. 3(1).

        "Environmental, Health, and Safety Laws, means the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the 
Resource Conservation and Recovery Act of 1976, and the Occupational 
Safety and Health Act of 1970, each as amended, together with all other 
laws (including rules, regulations, codes, plans, injunctions, judgments, 
orders, decrees, rulings, and charges thereunder) of federal, state, 
local, and foreign governments (and all agencies thereof) concerning 
pollution or protection of the environment, public health and safety, or 
employee health and safety, including laws relating to emissions,  
discharges, releases, or threatened releases of pollutants, contaminants, 
or chemical, industrial, hazardous, or toxic materials or wastes into 
ambient air, surface water, ground water, or lands or otherwise relating 
to the manufacture, processing, distribution, use, treatment, storage, 
disposal, transport, or handling of pollutants, contaminants, or 
chemical, industrial, hazardous, or toxic materials or wastes.

        "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended.

        "Excluded Assets" means those assets of the Company that will be 
assigned to the Sellers or an Affiliate of the Sellers immediately prior 
to Closing.  The Excluded Assets are listed on Exhibit "B" to this 
Agreement.  All inventory on loan or consignment shall be Excluded 
Assets, regardless of whether such items are specifically listed in 
Exhibit "B".

        "Excluded Liabilities" means those liabilities and obligations of 
the Company to be assumed by the Sellers, or an Affiliate of the Sellers, 
prior to the Closing.  The Excluded Liabilities are listed on Exhibit 
"C".

        "Extremely Hazardous Substance" has the meaning set forth in Sec. 
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as 
amended.

        "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

        "Financial Statement" has the meaning set forth in paragraph 4.5 
below.

 	"Indemnified Party"  has the meaning set forth in paragraph 7.4 
below.
 
 	"Indemnifying Party"  has the meaning set forth in paragraph 7.4 
below.
 
 	"Intellectual Property"  means (a) all inventions (whether 
patentable or unpatentable and whether or not reduced to practice), all 
improvements thereto, and all patents, patent applications, and patent 
disclosures, together with all reissuances, continuations, continuations- 
in- part, revisions, extensions, and reexaminations thereof, (b) all 
trademarks, service marks, trade dress, logos, trade names, and corporate 
names, together with all translations, adaptations, derivations, and 
combinations thereof and including all goodwill associated therewith, and 
all applications, registrations,  and renewals in connection therewith, 
including without limitations all rights in and to "Adventure Marine" and 
"Adventure Boat Brokerage" and any derivations thereof, (c) all 
copyrightable works, all copyrights, and all applications, registrations, 
and renewals in connection therewith, (d) all mask works and all 
applications, registrations, and renewals in connection therewith, (e)  
all trade secrets and confidential business information related to the 
Business and the Company (including rights of publicity, customer lists, 
supplier lists, ideas, research and development, know-how,  formulas, 
compositions, manufacturing and production processes and techniques, 
technical data, designs, drawings, specifications, pricing and cost 
information, and business and marketing plans and proposals), (f) all 
computer software (including data and related documentation), (g) all 
other proprietary rights, and (h) all copies and tangible embodiments 
thereof (in what ever form or medium).
 
        "Inventory" means the inventory of the Company based on a physical 
inspection of the Company as of the Closing Date.  Used inventory shall 
be subject to a mutually agreeable value among the parties, but in no 
case shall any used inventory value exceed the current "wholesale" value 
as set forth in the most recent "Yellow" used boat guide or such other 
used boat reference as may be mutually agreeable. 

        "Invoice" means a document reflecting a manufacturer's cost of 
Assets and related options or accessories on such Assets.

 	"Knowledge"  means actual knowledge after reasonable investigation.
 
        "Liability"  means any liability of the Company (whether known or 
unknown, whether asserted or unasserted, whether absolute or contingent, 
whether accrued or unaccrued, whether liquidated or unliquidated, and 
whether due or to become due), including without limitation any liability 
for Taxes, payroll expenses, operating expenses, insurance audit expense, 
accounts payable to the Sellers, to third parties and to Affiliates of 
the Sellers, lease payment and interest payments. 

        "Miscellaneous Assets"  means all furniture, fixtures, vehicles, 
leasehold improvements, equipment and other assets of the Company, 
including all Rebates for products previously sold for which no Rebate 
has been paid to the Company.

        "Most Recent Balance Sheet"  means the balance sheet contained 
within the Most Recent Financial Statements.

        "Most Recent Financial Statements"  has the meaning set forth in 
paragraph 4.7 below.

        "Most Recent Fiscal Month End"  has the meaning set forth in 
paragraph 4.7 below.

        "Most Recent Fiscal Year End"  has the meaning set forth in 
paragraph 4.7 below.

        "Multiemployer Plan"  has the meaning set forth in ERISA Sec. 3(37).

        "New Boats, Motors, and Trailers" means all new boats, motors, and 
trailers owned by the Company.  The value of New Boats, Motors and 
Trailers shall be determined based on Invoice, net of Rebates. 

        "Net Asset Value" means (a) the sum of the value, at Closing, of (i) 
Miscellaneous Assets, (ii) Boat Show Rights, (iii) Parts, (iv) New Boats, 
Motors, and Trailers, (v) Used Boats, Motors, and Trailers, (vi) 
Intellectual Property, (vii) 100% of the face amount of the Current 
Accounts Receivable, (viii) Deposits, and (ix) the Company's cash minus 
(b) the sum of (i) all trade accounts payable, (ii) accrued but unpaid 
operating expenses (including Taxes) and floor plan notes existing as of 
the date of Closing, (iii) physical damage to any of the Assets or 
Inventory, (iv) parts missing from the Assets or Inventory based upon a 
physical inspection of the Assets and Inventory, (v) 50% of the face 
amount of the Current Accounts Receivable, and (vi) any other Liabilities 
assumed by the Buyer.  The value assigned to each asset shall be net of 
depreciation.  The calculation of the Net Asset Value, which includes a 
detailed calculation of the value of each category the of the Assets, as 
of the Closing date, is attached hereto as Exhibit "D",

 	"Ordinary Course of Business"  means the ordinary course of business 
consistent with the Company's past custom and practice (including with 
respect to quantity and frequency).

        "Other Buyer Notes" means those promissory notes issued to the 
Sellers in connection with the sale of Adventure North and Adventure 
South. 
 
        "Parts" means all parts of the Company inventoried on the Closing 
Date.  The parts and accessories so identified in the physical inventory 
and found in the most recent price disks/books from their respective 
manufacturers shall be purchased by Travis at the lower of the most 
recent wholesale price evidenced by such price disks/books or the 
original invoice amount. 

        "PBGC"  means the Pension Benefit Guaranty Corporation.

        "Person"  means an individual, a partnership, a corporation, an 
association, a joint stock company, a trust, a joint venture, an 
unincorporated organization, or a governmental entity (or any department, 
agency, or political subdivision thereof).

        "Pre-Closing Sales" has the meaning set forth in paragraph 3.1(e) 
below.
 
        "Prohibited Transaction"  has the meaning set forth in ERISA Sec. 
406 and Code Sec. 4975.
 
        "Purchase Price"  has the meaning set forth in paragraph 2.2 below.
 
        "Rebate" means all sums paid or payable from a vendor to the 
Company.

        "Registration Statement" shall have the meaning set forth in 
section 5.6.

        "Reportable Event"  has the meaning set forth in ERISA Sec. 4043.
 
        "Securities Act"  means the Securities Act of 1933, as amended.
 
        "Securities Exchange Act"  means the Securities Exchange Act of 
1934, as amended.
 
        "Security Interest"  means any mortgage, pledge, lien, encumbrance, 
charge, or other security interest.
 
        "Seller"  has the meaning set forth in the preface above.

        "Set-Off" means the Buyer's right to recoup all or part of Adverse 
Consequences that it may suffer; such right shall be exercisable by 
notifying the Seller that it is reducing the principal amount outstanding 
under the Buyer Notes and/or the Other Buyer Notes.
 
        "Subsidiary"  means any corporation with respect to which a 
specified Person (or a Subsidiary thereof) owns a majority of the common 
stock or has the power to vote or direct the voting of sufficient 
securities to elect a majority of the directors.
 
        "Tax"  means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp,  
occupation, premium, windfall profits, environmental (including taxes 
under Code Sec. 59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.

        "Tax Reserve" has the meaning set forth in paragraph 4.11(g) below.
  
        "Tax Return"  means any return, declaration, report, claim for 
refund, or information return or statement relating to Taxes, including 
any schedule or attachment thereto, and including any amendment thereof.
 
        "Third Party Claim"  has the meaning set forth in paragraph 7.3 
below.

        "Travis Parent" means Travis Boats & Motors, Inc., a Texas 
corporation. 

        "Travis Parent Stock" means the voting common stock, par value $0.01 
per share, of Travis Parent.

        "Used Boats, Motors, and Trailers" means all used boats, motors, 
and trailers owned by the Company.  The Used Boats, Motors and Trailers 
shall be subject to a mutually agreeable value among the parties, but in 
no case shall any used inventory value exceed the current "wholesale" 
value as set forth in the most recent "Yellow" used boat guide or such 
other used boat reference as may be mutually agreeable. 
 
B.	 Purchase and Sale of Company Shares.

1.	 Basic Transaction.  On and subject to the terms and 
conditions of this Agreement, the Buyer agrees to purchase from each of 
the Sellers, and each of the Sellers agrees to sell to the Buyer, all of 
his Shares for the consideration specified in paragraph 2.2.  
Notwithstanding the foregoing, however, immediately prior to the Closing 
(i) the Company will assign to the Sellers, or an Affiliate of the 
Sellers, the Excluded Assets (listed on Exhibit "B"), to which the Buyer 
shall have no right, title or interest following this transaction, and 
(ii) the Company shall assign to the Sellers, or an Affiliate of the 
Sellers, and the Sellers or its Affiliate shall assume, the Excluded 
Liabilities (listed on Exhibit "C"), under which neither the Buyer nor 
the Company will be obligated or have any Liability whatsoever.   

2.	Purchase Price.  The Buyer agrees to deliver the following 
to the Sellers at the Closing:

a.	$1,053,360 in cash, by wire transfer or cashier's check; 
and

b.	Two promissory notes (the "Buyer Notes") in the form of 
Exhibit "E, attached hereto, one of which shall be in the 
principal amount of $47,500 and shall be payable to John 
W. Reinhold and one of which shall be in the principal 
amount of $47,500 and shall be payable to Frederic D. 
Pace. 

The consideration set forth above is hereinafter referred to as the 
"Purchase Price".  The Purchase Price shall be allocated to the Sellers 
in proportion to their respective holdings of Company Shares as set forth 
in paragraph 4.2 of the Disclosure Schedule.  The Purchase Price shall be 
subject to adjustment as set forth in paragraph 2.5 hereof.

3.	 The Closing.  The closing of the transactions 
contemplated by this Agreement (the  "Closing" ) shall take place at the 
offices of Adventure North in Ft. Walton Beach, Florida, at mutually 
agreeable time, on the first business day following the satisfaction or 
waiver of all conditions to the obligations of the Parties to consummate 
the transactions contemplated hereby (other than conditions with respect 
to actions the respective Parties will take at the Closing itself) or 
such other date as the Buyer and the Sellers may mutually determine (the 
"Closing Date"); provided, however, that the Closing shall be effective 
as of September 30, 1997.
 
4.	 Deliveries at the Closing.  At the Closing, (i) the 
Sellers will deliver to the Buyer the various certificates, instruments, 
and documents referred to in paragraph 6.1 below, (ii) the Buyer will 
deliver to the Sellers the various certificates, instruments, and 
documents referred to in  paragraph 6.2 below, (iii) each of the Sellers 
will deliver to the Buyer stock certificates representing all of his or 
its Shares, properly endorsed or accompanied by duly executed assignment 
documents for transfer to Buyer free and clear of all Security Interests, 
claims, proxies, voting trusts, voting agreements, or other restrictions, 
and (iv) the Buyer will deliver the Purchase Price to each of the 
Sellers.

5.	Post Closing Adjustments.  The Purchase Price shall be 
adjusted following the Closing based on the matters set forth below.  
Such adjustments shall be payable by Sellers to the Buyer or by Buyer to 
Sellers, as applicable, within 30 days following the submission of 
documentation describing in reasonable detail the factual basis of the 
adjustment:

a) 	The Purchase Price shall be adjusted by the amount by 
which the Net Asset Value determined as of the Closing Date is less 
than or greater than $48,360; and

b)	The Purchase Price shall be adjusted by the dollar 
amount of any Adverse Consequences.

c)	The purchase price shall be adjusted to reflect 
amounts collected for the Accounts Receivable pursuant to the 
provisions of Section 6.9 hereof.  

C.	 Representations and Warranties Concerning the Transaction.
 
1.	 Representations and Warranties of the Sellers.  Each of 
the Sellers represents and warrants to the Buyer that the statements 
contained in this paragraph 3.1 are correct and complete as of the date 
of this Agreement and will be correct and complete as of the Closing Date 
(as though made then and as though the Closing Date were substituted for 
the date of this Agreement throughout this paragraph 3.1 with respect to 
himself), except as set forth in schedule 1 attached hereto.
 
    a)       Authorization of Transaction.  The Seller has full power 
and authority to execute and deliver this Agreement and to perform 
his obligations hereunder. This Agreement constitutes the valid and 
legally binding obligation of the Seller, enforceable in accordance 
with its terms and conditions. The Seller need not give any notice 
to, make any filing with, or obtain any authorization, consent, or 
approval of any government or governmental agency in order to 
consummate the transactions contemplated by this Agreement.
 
    b)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restriction of any government, governmental agency, 
or court to which the Seller is subject, or (ii) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under  any 
agreement, contract, lease, license, instrument, or other 
arrangement to which the Seller is a party or by which he is bound 
or to which any of his assets are subject.
 
    c)       Brokers' Fees.  Except as described in paragraph 4.4 of 
the Disclosure Schedule, the Seller has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  
 
    d)       Company Shares.  The Seller holds of record and owns 
beneficially the number of Shares set forth next to his or its name 
in paragraph 4.2 of the Disclosure Schedule, free and clear of any 
restrictions on transfer (other than any restrictions under the 
Securities Act and state securities laws), Taxes, Security 
Interests, options, warrants, purchase rights, contracts, 
commitments, equities, claims, and demands. The Seller is not a  
party to any option, warrant, purchase right, or other contract or 
commitment that could require the Seller to sell, transfer, or 
otherwise dispose of any capital stock of the Company (other than 
this Agreement). The Seller is not a party to any voting trust, 
proxy, or other agreement or understanding with respect to the 
voting of any capital stock of the Company.  The Sellers 
collectively own all of the outstanding shares of capital stock of 
the Company.
 
    e)      The Sellers represent and warrant that (i) all Excluded 
Assets have been transferred or assigned from the Company to the 
Sellers or Affiliates of the Sellers, (iii) that the Excluded 
Liabilities have been assumed by the Sellers, or an Affiliate of the 
Sellers, without recourse to the Buyer, the Company or Travis 
Parent, (ii) that the pre-Closing Sales of the Company (the "Pre-
Closing Sales") have been completed in accordance with the detailed 
description of the Pre-Closing Sales set forth on Exhibit "F" 
hereto, and (iii) that the consideration paid in each of the Pre-
Closing Sales set forth in Exhibit "E, is equal to the fair market 
value of the asset sold. 

    (f)     The Sellers currently do not own any interest in, 
operate, or serve as an officer, director, guarantor or shareholder 
of, any business, or have any plans to engage in any of such 
actions, that will compete directly or indirectly against the 
Company or the Buyer, within a 250 mile radius of Ft. Walton Beach, 
Florida, or within a 250 mile radius of Key Largo, Florida.

2.	Representations and Warranties of the Buyer.  The Buyer 
represents and warrants to the Sellers that the statements contained in 
this paragraph 3.2  are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing Date (as 
though made then and as though the Closing Date were substituted for the 
date of this Agreement throughout this paragraph 3.2, except as set forth 
in schedule 2 attached hereto.
 
    a)       Organization of the Buyer.  The Buyer is a corporation 
validly existing, and in good standing under the laws of the State 
of Texas. 
 
    b)       Authorization of Transaction.  The Buyer has full power 
and authority (including full corporate power and authority) to 
execute and deliver this Agreement and to perform its obligations 
hereunder. This Agreement constitutes the valid and legally  binding 
obligation of the Buyer, enforceable in accordance with its terms 
and conditions. Other than as contemplated by the registration of 
the Travis Parent Stock, the Buyer need not give any notice to, make 
any filing with, or obtain any authorization, consent, or approval 
of any government or governmental agency in order to consummate the 
transactions contemplated by this Agreement.
 
    c)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restrict ion of any government, governmental 
agency, or court to which the Buyer is subject or any provision of 
its charter or bylaws or (ii) conflict with, result in a breach of, 
constitute a default under, result in the acceleration  of, create 
in any party the right to accelerate, terminate, modify, or cancel, 
or require any notice under any agreement, contract, lease, license, 
instrument, or other arrangement to which the Buyer is a party or by 
which it is bound or to which any of  its assets is subject.
 
    d)       Brokers' Fees.  The Buyer has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  

    e)      Travis Parent Stock.  The Travis Parent Stock to be 
issued to the Sellers will be issued free and clear of any 
restrictions on transfer (other than any restrictions under the 
Securities Act or state securities laws), Taxes, Security Interest, 
Options, warrants, purchase rights, contracts, commitments, 
equities, claims and demands.

    f)      Independent Investigation.  Buyer acknowledges that 
in the determination to purchase the Shares from the Sellers, Buyer 
has made its own independent investigation as to the Company and as 
to the Sellers.  Further, Buyer confirms that except for those 
covenants, representations and warranties specifically enumerated 
herein and any schedules delivered pursuant to this Agreement, no 
representation or warranties related to the affairs or condition of 
the Company or the Sellers (of any kind of nature, legal, financial, 
or otherwise), have been made by Buyer to Sellers, or anyone acting 
on behalf of Sellers.

D.	Representations and Warranties Concerning the Company.  The 
Sellers represent and warrant to the Buyer that the statements contained 
in this part are correct and complete as of the date of this Agreement 
and will be correct and complete as of the Closing Date (as though made 
then and as though the Closing Date were substituted for the date of this 
Agreement throughout this part), except as set forth in the disclosure 
schedule delivered by the Sellers to the Buyer on the date hereof and 
initialed by the Parties (the  "Disclosure Schedule" ). Nothing in the 
Disclosure Schedule shall be deemed adequate to disclose an exception to 
a representation or warranty made herein, however, unless the Disclosure 
Schedule identifies the exception with particularity and describes the 
relevant facts in  detail. Without limiting the generality of the 
foregoing, the mere listing (or inclusion of a copy) of a document or 
other item shall not be deemed adequate to disclose an exception to a 
representation or warranty made herein (unless the  representation or 
warranty has to do with the existence of the document or other item 
itself). The Disclosure Schedule will be arranged in paragraphs 
corresponding to the lettered and numbered paragraphs contained in this 
part 4.
 
1.	Organization, Qualification, and Corporate Power. The 
Company is a corporation duly organized, validly existing, and in good 
standing under the laws of the State of Florida.  The Company is duly 
authorized to conduct business and is  in good standing under the laws of 
each jurisdiction where such qualification is required. The Company has 
full corporate power and authority and all licenses, permits, and 
authorizations necessary to carry  on the businesses in which it is 
engaged and in which it presently proposes to engage and to own and use 
the properties owned and used by it.  Paragraph 4.1 of the Disclosure 
Schedule lists the directors and officers of the Company. The Sellers 
have delivered to the Buyer correct and complete copies of the charter 
and bylaws of the Company (as amended to date). The Company is not in 
default under or in violation of any provision of its charter or bylaws.
 
2.	Capitalization.  The entire authorized capital stock of 
Company consists of  100 Shares, of which 100 Shares are issued and 
outstanding and 0 Company Shares are held in treasury. All of the  issued 
and outstanding Shares have been duly authorized, are validly issued, 
fully paid, and nonassessable, and are held of record by the respective 
Sellers as set forth in paragraph 4.2 of the Disclosure Schedule. There 
are no outstanding or authorized options, warrants, purchase rights, 
subscription rights, conversion rights, exchange rights, or other 
contracts or commitments that could require the Company to issue, sell, 
or otherwise cause to become outstanding any of its capital stock. There 
are no out standing or authorized stock appreciation, phantom stock, 
profit participation, or similar rights with respect to the Company. 
There are no voting trusts, proxies, or other agreements or 
understandings with respect to the voting of the capital stock of the 
Company.
 
3.	Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (i) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other  
restriction of any government, governmental agency, or court to which the 
Company is subject or any provision of the charter or bylaws of the 
Company or (ii) conflict with, result in a breach of, constitute a 
default under, result in the acceleration of, create in any party the 
right to accelerate, terminate, modify, or cancel, or require any notice 
under any agreement, contract, lease, license, instrument, or other 
arrangement to which the Company is a party or by which it is bound or to 
which any of its assets is subject (or result in the imposition of any 
Security Interest upon any of its assets). The Company does not need to 
give any  notice to, make any filing with, or obtain any authorization, 
consent, or approval of any government or governmental agency in order 
for the parties to consummate the transactions contemplated by this 
Agreement.
 
4.	Brokers' Fees.  Except as set forth on paragraph 4.4 of 
the Disclosure Schedule, the Company has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect 
to the transactions contemplated by this Agreement.
 
5.	Title to Assets.  The Company has exclusive, good and 
marketable title to the Assets, or a valid leasehold interest in the 
properties used by them.  The Assets are free and clear of all Security 
Interests, except as listed on paragraph 4.5 of the Disclosure Schedule.  
Except as set forth in paragraph 4.5 of the Disclosure Schedule, none of 
the Assets are leased by the Company from any third parties.
 
6.	Subsidiaries. The Company has no subsidiaries.
 
7.	Financial Statements.  Attached hereto as Exhibit "G" are 
the following financial statements (collectively the  "Financial 
Statements" ): (i) unaudited balance sheets and statements of income, 
changes in stockholders' equity, and cash flow as of and for the fiscal 
years ended June 30, 1995, 1996 and 1997 (hereinafter referred to as the  
"Most Recent Fiscal Year End, ) for the Company.  The Financial 
Statements (including the notes thereto, if any) have been prepared in 
accordance with the cash basis of accounting, applied on a consistent 
basis throughout the periods covered thereby, present fairly the 
financial condition of the Company as of such dates and the results of 
operations of the Company for such periods, are correct and complete, and 
are consistent with the books and records of the Company (which books and 
records are correct and complete).  
 
8.	Events Subsequent to Most Recent Fiscal Year End.  Except 
as described in Exhibit "F", and in paragraph 4.8 of the Disclosure 
Schedule, since the Most Recent Fiscal Year End, there has not been any 
material adverse change in the business, financial condition, operations, 
results of operations, or future prospects of the Company. Without 
limiting the generality of the foregoing, since that date:
 
    a)      the Company has not sold, leased, transferred, or assigned 
any of its assets, tangible or intangible, other than for a fair 
consideration in the Ordinary Course of Business;
 
    b)      the Company has not entered into any agreement, contract, 
lease, or license (or series of related agreements, contracts, 
leases, and licenses) either involving more than $50,000 or outside 
the Ordinary Course of Business;
 
    c)      no party (including the Company) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and 
licenses) to which the Company is a party or by which the Company is 
bound, other than any agreement listed as an Excluded Liability;
 
    d)      the Company has not imposed any Security Interest upon any 
of its assets, tangible or intangible;
 
    e)      the Company has not made any single capital expenditure 
(or series of related capital expenditures) either involving more 
than $150,000 or outside the Ordinary Course of Business;
 
    f)      the Company has not made any capital investment in, any 
loan to, or any acquisition of the securities or assets of, any 
other Person (or series of related capital investments, loans, and 
acquisitions) either involving more than $150,000 or outside the  
Ordinary Course of Business;
 
    g)      the Company has not issued any note, bond, or other debt 
security or created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money or capitalized lease obligation;
 
    h)      the Company has not delayed or postponed the payment of 
accounts payable and other Liabilities outside the Ordinary Course 
of Business;
 
    i)      the Company has not canceled, compromised, waived, or 
released any right or claim (or series of related rights and claims) 
either involving more than $20,000 or outside the Ordinary Course of 
Business;
 
    j)      the Company has not granted any license or sublicense of 
any rights under or with respect to any Intellectual Property;
 
    k)      there has been no change made or authorized in the charter 
or bylaws of the Company;
 
    l)      the Company has not issued, sold, or otherwise disposed of 
any of its capital stock, or granted any options, warrants, or other 
rights to purchase or obtain (including upon conversion, exchange, 
or exercise) any of its capital stock;
 
    m)      the Company has not declared, set aside, or paid any 
dividend or made any distribution with respect to its capital stock 
(whether in cash or in kind) or redeemed, purchased, or otherwise 
acquired any of its capital stock;
 
    n)      the Company has not experienced any material damage, 
destruction, or loss (whether or not covered by insurance) to its 
property;
 
    o)      the Company has no outstanding loans to any of  its 
directors, officers, and employees outside the Ordinary Course of 
Business and the Company is currently not a party to a transaction 
with any of its directors, officers or employees outside the 
Ordinary Course of Business;
 
    p)      the Company has not entered into any employment contract 
or collective bargaining agreement, written or oral, or modified the 
terms of any existing such contract or agreement;
 
    q)      the Company has not granted any increase in the base 
compensation of any of its directors, officers, and employees 
outside the Ordinary Course of Business;
 
    r)      the Company has not adopted, amended, modified, or 
terminated any bonus, profit-sharing, incentive, severance, or other 
plan, contract, or commitment for the benefit of any of its 
directors, officers, and employees (or taken any such action with 
respect to any other Employee Benefit Plan);
 
    s)      the Company has not made any other change in employment 
terms for any of its directors, officers, and employees outside the 
Ordinary Course of Business;
 
    t)      the Company has not made or pledged to make any charitable 
or other capital contribution outside the Ordinary Course of 
Business;
 
    u)      there has not been any other material occurrence, event, 
incident, action, failure to act, or transaction outside the 
Ordinary Course of Business  involving the Company; and
 
    v)      the Company has not committed to any of the foregoing.
 
9.	Undisclosed Liabilities.  Except as described on 
paragraph 4.9 of the Disclosure Schedule, neither the Sellers nor the 
Company has any knowledge of any Liability of the Company that is not 
fully and accurately reflected on the Most Recent Financial Statements 
(and neither the Sellers nor the Company has any knowledge of any Basis 
for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability).
 
10.	Legal Compliance. The Company and its predecessors and 
Affiliates has complied with all applicable laws (including rules, 
regulations, codes, plans, injunctions, judgments, orders, decrees, 
rulings, and charges thereunder) of federal, state, local, and foreign 
governments (and all agencies thereof), and no action, suit, proceeding, 
hearing, investigation, charge,  complaint, claim, demand, or notice has 
been filed or commenced against any of them alleging any failure so to 
comply.
 
11.	Tax Matters.

    a)      The Company has filed all Tax Returns that it was required 
to file. All such Tax Returns were correct and complete in all 
respects. All Taxes owed by the Company (whether or not shown on any 
Tax Return) have been paid. The Company currently is not the 
beneficiary of any extension of  time within which to file any Tax 
Return. No claim has ever been made by an authority in a 
jurisdiction where the Company does not file Tax Returns that it is 
or may be subject to taxation by that jurisdiction. There are no 
Security Interests on any of the assets of the Company that arose in 
connection with any failure (or alleged failure) to pay any Tax.
 
    b)      The Company has withheld and paid all Taxes required to 
have been withheld and paid in connection with amounts paid or owing 
to any employee, independent contractor, creditor, stockholder, or 
other third party.
 
    c)      No Seller or director or officer (or employee responsible 
for Tax matters) of the Company expects any authority to assess any 
additional Taxes for any period for which Tax Returns have been 
filed. There is no dispute or claim concerning any Tax Liability of 
the Company either (i) claimed or raised by any authority in writing 
or (ii) as to which any of the Sellers and the directors and 
officers (and employees responsible for Tax matters) of the Company 
has Knowledge based upon personal contact with any agent of such 
authority.  Such disclosure also indicates those Tax Returns that 
have been audited and indicates those Tax Returns that currently are 
the subject of audit. The Sellers have delivered to the Buyer 
correct and complete copies of all federal income Tax Returns, 
examination reports, and statements of deficiencies assessed against 
or agreed  to by the Company since December 31, 1992.
 
    d)      The Company has not waived any statute of limitations in 
respect of Taxes or agreed to any extension of time with respect to 
a Tax assessment or deficiency.
 
    e)      The Company has not filed a consent under Code Sec. 341(f) 
concerning collapsible corporations. The Company has not made any 
payments, is obligated to make any payments, or is a party to any 
agreement that under certain circumstances could obligate it to make 
any payments that will not be deductible under Code Sec. 280G. The 
Company has not been a United States real property holding 
corporation within the meaning of Code Sec. 897(c)(2) during the 
applicable period specified in Code Sec. 897(c)(1)(A)(ii). The 
Company has disclosed on its federal income Tax Returns all 
positions taken therein that could give rise to a substantial 
understatement of federal income Tax within the meaning of Code Sec. 
6662. The Company is not a party to any Tax allocation or sharing 
agreement. The Company (A) has not been a member of an Affiliated 
Group filing a consolidated  federal income Tax Return (other than a 
group the common parent of which was the Company) or (B) has no 
Liability for the Taxes of any Person (other than the Company) under 
Treas. Reg. 1.1502-6 (or any similar provision of state,  local, or 
foreign law), as a transferee or successor, by contract, or 
otherwise.
  
    f)      Paragraph 4.11 of the Disclosure Schedule sets forth the 
following information with respect to the Company) as of the most 
recent practicable date (i) the basis of the Company in its assets; 
and (ii) the amount of any net operating loss, net capital loss, 
unused investment or other credit, unused foreign tax, or excess  
charitable contribution allocable to the Company.
 
    g)      The unpaid Taxes of the Company (i) did not, as of the 
Closing Date, exceed the reserve for Tax Liability (rather than any 
reserve for deferred Taxes established to reflect timing differences 
between book and Tax  income) set forth on the face of the Most 
Recent Balance Sheet (rather than in any notes thereto) and (ii) do 
not exceed that reserve as adjusted for the passage of time through 
the Closing Date in accordance with the past custom and practice of 
the Company in filing their Tax Returns (collectively the "Tax 
Reserve,).
 
12.	Real Property.

     a)      The Company does not own any real property, except 
leasehold improvements, or any interest in any entities that own 
real property.

     b)      As of the Closing Date, the Company is not a party to 
any  lease for real property.

     c)      At the Closing, Adventure North will enter into a 
triple net lease (i) with Paul J. Roberts, Reinhold and Pace, DBA 
Adventure Marine Real Estate Partnership and Adventure Marine Real 
Estate, Inc. for the properties associated with the Business located 
in Ft. Walton Beach, Florida, as specifically described in the lease 
for such properties, a signed copy of which is included in Paragraph 
4.12 of the Disclosure Schedule, and (ii) with  Paul J. Roberts for 
the property known as the "Kettle Property" specifically described 
in the lease for such properties, a signed copy of which is included 
in Paragraph 4.12 of the Disclosure Schedule.


13.	Intellectual Property.

    a)      The Company does not own, except through common law 
rights, or have the right to use pursuant to license, sublicense, 
agreement, or permission, any Intellectual Property.
 
    b)      The Company has not interfered with, infringed upon, 
misappropriated, or otherwise come into conflict with any 
Intellectual Property rights of third parties, and none of the 
Sellers and the directors and officers (and employees with 
responsibility for Intellectual Property matters) of the Company has 
ever received any charge, complaint, claim, demand, or notice 
alleging any such interference, infringement, misappropriation, or 
violation (including  any claim that the Company must license or 
refrain from using any Intellectual Property rights of any third 
party). To the Knowledge of any of the Sellers and the directors and 
officers (and employees with responsibility for Intellectual 
Property matters) of the Company, no third party has interfered 
with, infringed upon, misappropriated, or otherwise come into 
conflict with the Intellectual Property rights of the Company, if 
any.
 
    c)       Paragraph 4.13 of the Disclosure Schedule identifies 
each trade name or unregistered or registered trademark used by any 
of the Company in connection with any of its businesses.
 
14.	Tangible Assets.  The Company owns or leases all 
buildings, machinery, equipment, and other tangible assets necessary for 
the conduct of their businesses as presently conducted and as presently 
proposed to be conducted.
 
15.	 Condition of Assets.  All of the Assets of the Company, 
including without limitation the New Boats, Motors, and Trailers, Used 
Boats, Motors and Trailers, Accessories, Parts and Miscellaneous Assets, 
are merchantable and fit for the purpose for which it was procured or 
manufactured and are in good repair.  The value of the Assets as detailed 
on Exhibit "D, hereto has been jointly established by the parties as the 
fair market thereof and neither party disagrees with such values.
 
16.	 Contracts.   Paragraph 4.16 of the Disclosure Schedule 
lists all of the contracts and other agreements to which any of the 
Company is a party pursuant to which the Company is obligated, on an 
annual basis, for payments or commitments in excess of $25,000, including 
without limitation all Boat Show Rights.  A correct and complete copy of 
each written agreement listed in paragraph 4.16 of the Disclosure 
Schedule (as amended to date) and a written summary setting forth the 
terms and conditions of each oral agreement referred to in paragraph 4.16 
of the Disclosure Schedule is attached as an exhibit to the Disclosure 
Schedules. With respect to each such agreement: (i) the agreement is 
legal, valid, binding, enforceable, and in full force and effect; (ii) 
the agreement will continue to be legal, valid, binding, enforceable, and 
in full force and effect on identical terms following the consummation of 
the trans actions contemplated hereby; (iii) no party is in breach or 
default, and no event has occurred which with notice or lapse of time 
would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (iv) no party has 
repudiated any provision of the agreement.  This paragraph specifically 
excludes any and all retail contracts.
 
17.	Notes and Accounts Receivable.  To the Seller's and the 
Company's Knowledge, all notes and accounts receivable of the Company are 
reflected properly on the books and records, were incurred in the 
ordinary course of business, are not subject to setoffs or counterclaims, 
and are current and collectible, and will be collected in accordance with 
their terms at their recorded amounts.  All Current Accounts Receivable 
are aged less than 60 days as of the Closing Date and are not due from 
the Sellers or affiliates of the Sellers or the Company.
 
18.	Powers of Attorney.  There are no outstanding powers of 
attorney executed on behalf of the Company.
 
19.	Insurance.  Paragraph 4.19 of the Disclosure Schedule sets 
forth the following information with respect to each insurance policy 
(including policies providing property, casualty, liability, and workers' 
compensation coverage and bond and surety arrangements) to which the 
Company has been a party, a named insured, or otherwise the beneficiary 
of coverage at any time within the past two years:
 
    (i)     the name, address, and telephone number of the agent;
 
    (ii)    the name of the insurer, the name of the 
policyholder, and the name of each covered insured;
 
    (iii)   the policy number and the period of coverage;
 
    (iv)    the scope (including an indication of whether 
the coverage was on a claims made, occurrence, or other basis) and 
amount (including a description of how deductibles and ceilings are 
calculated and operate) of  coverage; and
 
    (v)     a description of any retroactive premium adjustments 
or other loss-sharing arrangements.
 
With respect to each such insurance policy:  (A) the Company is not in 
breach or default (including with respect to the payment of premiums or 
the giving of notices), and no event has occurred which, with notice or 
the lapse of time, would constitute such a breach or default, or permit 
termination, modification, or acceleration, under the policy; and (B) the 
Company has paid all premiums through the Closing Date.  The Company has  
been covered during the past 10 years by insurance in scope and amount 
customary and reasonable for the businesses in which it has engaged 
during such period. The Company has no self-insurance arrangements.
 
20.	Litigation.  Paragraph 4.20 of the Disclosure Schedule 
sets forth each instance in which the Company (i) is subject to any 
outstanding injunction, judgment, order, decree, ruling, or charge or 
(ii) is a party or, to the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company, is threatened to be made a party to any action, 
suit, proceeding, hearing, or investigation of, in, or before any court 
or quasi-judicial or administrative agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator. None of the actions, 
suits, proceedings, hearings, and investigations set forth in paragraph 
4.20 of the Disclosure Schedule could result in any adverse change in the 
business, financial condition, operations,  results of operations, or 
future prospects of any of the Company. None of the Sellers and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company has any reason to believe that any such action, 
suit, proceeding, hearing, or investigation may be brought or threatened 
against of the Company.
 
21.	Product Warranty.  Each product manufactured, sold, 
leased, or delivered by any of the Company has been in conformity with 
all applicable contractual commitments and all express and implied 
warranties, and the Company has no Liability (and to its knowledge there 
is no Basis for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability) for replacement or repair thereof or other 
damages in connection therewith. No product manufactured, sold, leased, 
or delivered by the Company is subject to any guaranty, warranty, or 
other indemnity beyond the applicable standard terms and conditions of 
sale or lease.  Paragraph 4.21 of the Disclosure Schedule includes copies 
of the standard terms and conditions of sale or lease for the Company 
(containing applicable guaranty, warranty, and indemnity provisions).
 
22.	Product Liability.  The Company has no Liability (and 
there is no Basis for the present or future action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand against any 
of them giving rise to any Liability) arising out of any injury to 
individuals or property as a result of the ownership, possession, or use 
of any product manufactured, sold, leased, or delivered by any of the 
Company. 

23.	Employees.  To the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for employment 
matters) of the Company, and except as contemplated by this Agreement, no 
executive, key employee, or group of employees has any plans to terminate 
employment with the Company.  The Company is not a party to or bound by 
any collective bargaining agreement, nor has it experienced any strikes, 
grievances, claims of unfair labor practices, or other collective 
bargaining disputes. The Company has not committed any unfair labor 
practice. None of the Sellers and the directors and officers (and  
employees with responsibility for employment matters) of the Company has 
any Knowledge of any organizational effort presently being made or 
threatened by or on behalf of any labor union with respect to employees 
of any of the Company.  Paragraph 4.23 of the Disclosure Schedule 
includes a complete and correct list of the names and positions of all of 
the employees of the Company, including a detailed description of the 
compensation paid to each such employee, including all benefits.

24.	Employee Benefits.

    a)      Paragraph 4.24 of the Disclosure Schedule lists each 
Employee Benefit Plan that any of the Company and the Controlled 
Group of Corporations which includes the Company (here, 
collectively, the "Company ERISA Group") maintains or to which any 
member of the Company ERISA Group has ever contributed.  With 
respect to such Employee Benefit Plan(s):
 
         (1)     Each such Employee Benefit Plan (and each related 
trust, insurance contract, or fund) complies in form and in 
operation in all respects with the applicable requirements of 
ERISA, the Code, and other applicable laws, including, without 
limitation, the nondiscrimination requirements of Section 125 
of the Code.  None of the  Employee Benefit Plans is an 
Employee Pension Benefit Plan nor has the Company ERISA Group 
maintained or contributed to an Employee Pension Benefit Plan 
subsequent to 1991.
 
         (2)     All required reports and descriptions have been filed 
or distributed appropriately with respect to each such Employee 
Benefit Plan. Without limitation, the requirements of Part 6 of 
Subtitle B of Title I of ERISA, of Code Sec. 4980B, and of the 
applicable provisions of the Health Insurance Portability and 
Accountability Act of 1996 have been met with respect to each 
such Employee Benefit Plan which is an Employee Welfare Benefit 
Plan.
 
         (3)     The Sellers have delivered to the Buyer correct and 
complete copies of the plan documents and summary plan 
descriptions, the most recent Form 5500 Annual Report, and all  
related trust agreements (if any), contracts (including without 
limitation insurance contracts), and other material agreements 
which implement each such Employee Benefit Plan.

         (4)     The Company and the Sellers have no Liability for 
breach of fiduciary duty or any other failure  to act or comply 
in connection with the administration, or investment of the 
assets, of any such Employee Benefit Plan.  No action, suit, 
proceeding, hearing, or investigation with respect to the 
administration or the investment of the assets of any such 
Employee Benefit Plan (other than routine claims for benefits) 
is pending or, to the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for 
employee benefits matters) of the Company ERISA Group 
threatened. None of the Sellers  and the directors and officers 
(and employees with responsibility for employee benefits 
matters) of the Company ERISA Group has any Knowledge of any 
Basis for any such action, suit, proceeding, hearing, or 
investigation.
 
    b)      None of the Company ERISA Group maintains or ever has 
maintained or contributes, ever has contributed, or ever has been 
required to contribute to any Employee Welfare Benefit Plan 
providing medical, health, or life insurance or other welfare-type 
benefits for current or future retired or terminated employees, 
their spouses, or their dependents (other than in accordance with 
Code Sec. 4980B).
 
25.	Guaranties. The Company is not a guarantor or otherwise is 
liable for any Liability or obligation (including indebtedness) of any 
other Person.
 
26.	Environment, Health, and Safety. 

    a)      To the Seller's and the Company's Knowledge, the Company, 
and its predecessors and Affiliates have complied with all 
Environmental, Health, and Safety Laws.  No action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice  has been filed or  commenced against any of them 
alleging any failure so to comply. Without limiting the generality 
of the preceding sentence, to the Seller's and the Company's 
Knowledge, each of the Company and its respective predecessors and 
Affiliates has obtained and been in compliance with all of the terms 
and conditions of all  permits, licenses, and other authorizations 
which are required under, and has complied with all other 
limitations, restrictions, conditions, standards, prohibitions, 
requirements, obligations, schedules, and timetables  which are 
contained in, all Environmental, Health, and Safety Laws.
 
    b)      To the Seller's and the Company's Knowledge, the Company 
has no Liability (and none of the Company and its predecessors and 
Affiliates has handled or disposed of any substance, arranged for 
the disposal of any substance, exposed any employee or other 
individual to any substance or condition, or owned or operated any 
property or facility in any manner that could form the Basis for any 
present or future action, suit, proceeding, hearing, investigation, 
charge, complaint, claim, or demand against the Company giving rise 
to any Liability) for damage to any site, location, or body of water 
(surface or subsurface), for any illness of or personal injury to 
any employee or other individual, or for any reason under any 
Environmental, Health, and Safety Law.
 
27.	Disclosure.  The representations and warranties contained 
in this part 4 do not contain any untrue statement of a material fact or 
omit to state any material fact necessary in order to make the statements 
and information contained in this part 4 not misleading.

E.	Pre-Closing Covenants.  The Parties agree as follows with 
respect to the period between the execution of this Agreement and the 
Closing.  

1.	General.  Each of the parties will use reasonable efforts 
to take all action and to do all things necessary in order to consummate 
and make effective the transactions contemplated by this Agreement 
(including satisfaction, but not waiver, of the closing conditions set 
forth in part 7 below).

2.	Notices and Consents.  The Sellers will cause the Company 
to give any notices to third parties, and will cause the Company to use 
commercially reasonable efforts to obtain any third-party consents 
required in connection with the transactions contemplated hereby.  

3.	Operation of Business.  The Sellers will not cause or 
permit the Company to engage in any practice, take any action, or enter 
into any transaction outside the Ordinary Course of Business.  Without 
limiting the generality of the foregoing, the Sellers will not cause or 
permit the Company to declare, set aside, or pay any dividend or make any 
distribution with respect to its capital stock or redeem, purchase, or 
otherwise acquire any of its capital stock, or otherwise engage in any 
practice, take any action, or enter into any transaction of the sort 
described in paragraph 4.8 above, except as contemplated by the Pre-
Closing Sales described in Exhibit "F".  

4.	Preservation of Business.  Other than reductions in the 
inventory pursuant to the Buyer's request, the Sellers will cause the 
Company to keep its business and properties substantially intact, 
including its present operations, physical facilities, working 
conditions, and relationships with lessors, licensors, suppliers, 
customers, and employees.

5.	Full Access.  Each of the Sellers will permit, and the 
Sellers will cause the Company to permit, representatives of the Buyer to 
have full access at all reasonable times, and in a manner so as not to 
interfere with the normal business operations of the Company, to all 
premises, personnel, books, records (including Tax records), contracts, 
and documents of or pertaining to the Company.  

6.	Notice of Developments.  The Sellers will give prompt 
written notice to the Buyer of any material adverse development causing a 
breach of any of the representations and warranties in part 4 above.  
Each Party will give prompt written notice to the others of any material 
adverse development causing a breach of any of his or its own 
representations and warranties in part 3 above.  No disclosure by any 
Party pursuant to this paragraph 5.6, however, shall be deemed to amend 
or supplement the Disclosure Schedule or to prevent or cure any 
misrepresentation, breach of warranty, or breach of covenant.  

7.	Exclusivity.  Except as contemplated by the Pre-Closing 
Sales, none of the Sellers will (and the Sellers will not cause or permit 
the Company to) (i) solicit, initiate, or encourage the submission of any 
proposal or offer from any Person relating to the acquisition of any 
capital stock or other voting securities, or any substantial portion of 
the assets of the Company (including any acquisition structured as a 
merger, consolidation, or share exchange) or (ii) participate in any 
discussions or negotiations regarding, furnish any information with 
respect to, assist or participate in, or facilitate in any other manner 
any effort or attempt by any Person to do or seek any of the foregoing.  
None of the Sellers will vote their Shares in favor of any such 
acquisition structured as a merger, consolidation, or share exchange.  
The Sellers will notify the Buyer immediately if any Person makes any 
proposal, offer, inquiry, or contact with respect to any of the 
foregoing.  
 
F.	Post-Closing Covenants.  The Parties agree as follows with 
respect to the period following the Closing.
 
1.	General.  In case at any time after the Closing any 
further action is necessary or desirable to carry out the purposes of 
this Agreement, each of the parties will take such further action 
(including the execution and delivery of such further instruments and 
documents) as any other party reasonably may request, all at the sole 
cost and expense of the requesting party (unless the requesting party is 
entitled to indemnification therefor under part 8 below). The Sellers 
acknowledge and agree that from and after the Closing the Buyer will be 
entitled to possession of all documents, books, records (including Tax 
records), agreements, and financial data of any sort relating to the 
Company.  The Buyers agree to take reasonable steps to safekeep such 
records.
 
2.	Litigation Support.  In the event and for so long as any 
Party actively is contesting or defending against any action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, or demand 
in connection with (i) any transaction contemplated under this Agreement 
or (ii) any fact, situation, circumstance, status, condition, activity, 
practice, plan, occurrence, event, incident, action, failure to act, or 
transaction on or prior to the Closing Date involving the Company, each 
of the other Parties will  cooperate with him or it and his or its 
counsel in the contest or defense, make available their personnel, and 
provide such testimony and access to their books and records as shall be 
necessary in connection with the contest or defense, all at the sole cost 
and expense of the contesting or defending Party (unless the contesting 
or defending Party is entitled to indemnification therefor under 
paragraph 8 below).
 
3.	Transition.  None of the Sellers will take any action that 
is designed or intended to have the effect of discouraging any lessor, 
licensor, customer, supplier, or other business associate of the Company 
from maintaining the same business relationships with the Company after 
the Closing as it maintained with the Company prior to the Closing. Each 
of the Sellers will refer all customer inquiries relating to the 
businesses of the Company to the Buyer from and after the Closing.
 
4.	Confidentiality.  Each of the Sellers will treat and hold 
as such all of the Confidential Information, refrain from using any of 
the Confidential Information except in connection with this Agreement, 
and deliver promptly to the Buyer or destroy, at the request and option 
of the Buyer, all tangible  expressions (and all copies) of the 
Confidential Information which are in his or its possession. In the event 
that any of the Sellers is requested or required (by oral question or 
request for information or documents in any legal proceeding, 
interrogatory, subpoena, civil investigative demand, or similar process) 
to disclose any Confidential Information, that Seller will notify the 
Buyer promptly of the request or requirement so that the Buyer may seek 
an appropriate protective order or waive compliance with the  provisions 
of this paragraph 6.4.  If, in the absence of a protective order or the 
receipt of a waiver hereunder, any of the Sellers is, on the advice of 
counsel, compelled to disclose any Confidential Information to any 
tribunal or else stand liable for contempt, that Seller may disclose the 
Confidential Information to the tribunal; provided, however, that the 
disclosing Seller shall use his or its best efforts to obtain, at the 
reasonable request of the Buyer, an order or other assurance that 
confidential treatment will be accorded to such portion of the 
Confidential Information required to be disclosed as the Buyer shall 
designate. 
 
5.	Buyer Notes.  Each of the Buyer Notes will bear a legend 
substantially in the following form:
 
THE PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS SUBJECT 
TO CERTAIN RIGHTS OF SET-OFF AS SET FORTH IN A STOCK PURCHASE 
AGREEMENT  DATED AS OF SEPTEMBER 30, 1997 (THE "PURCHASE 
AGREEMENT") AMONG THE ISSUER OF THIS NOTE AND THE ORIGINAL 
HOLDER HEREOF. THIS NOTE WAS ORIGINALLY ISSUED ON SEPTEMBER 30, 
1997, AND HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 
1933, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO 
CERTAIN RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT. THE 
ISSUER OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO 
THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST.

Each holder desiring to transfer a Buyer Note first must furnish the 
Buyer with (i) a written opinion of counsel satisfactory to the Buyer in 
form and substance satisfactory to the Buyer to the effect that the 
holder may transfer the Buyer Note as desired without registration under 
the Securities Act, and (ii) a written undertaking executed by the 
proposed transferee satisfactory to the Buyer in form and substance 
satisfactory to Buyer agreeing to be bound by the Set-Off provisions and 
the restrictions on transfer contained herein.
 
6.	Pre-Closing Sales.  The Sellers agree to fully indemnify 
and promptly reimburse the Buyer for any Liability incurred or expenses 
incurred by the Buyer arising out of or in connection with the Pre-
Closing Sales.  The Sellers agree to cooperate fully with Buyer in 
connection with the defense of any such Liability and agree to provide 
Buyer access to all books and records related to the Pre-Closing Sales. 
This provision shall be in addition to the Buyers remedies set forth in 
part 8 and 9 hereof.

7.	Use of Name.  The Sellers shall, and the Seller shall 
cause its Affiliates, to cease using the name "Adventure Marine" or any 
derivation thereof within six months of the Closing Date. 

8.	Accounts Receivable.  (a) The Buyer shall, in the manner 
provided in Paragraph 6.8(b), promptly reimburse the Sellers for any sums 
collected for Accounts Receivable in excess of 50% of the aggregate face 
amount of the Current Accounts Receivable.  In the event the Buyer is 
unable to collect 50% of the face amount of the Current Accounts 
Receivable within 120 days of the Closing Date, the Buyer may, among 
other remedies, exercise its right to Set-Off under the Buyer Notes and 
the Other Buyer Notes and/or seek indemnification pursuant to the terms 
of this Agreement.

(b)	On the tenth day of each month following the Closing 
Date, the Buyer shall deliver to Reinhold an accounting which details the 
amount of Accounts Receivable collected by the Buyer in the previous 
month.  If the Buyer has collected in excess of 50% of the Current 
Accounts Receivable, the Buyer shall, at that time, reimburse Sellers for 
all amounts not previously paid to Sellers which Buyer has collected with 
respect to the Accounts Receivable in excess of 50% of the Current 
Accounts Receivable.  The Buyer agrees to use diligent efforts to collect 
the Accounts Receivable.  If, at any time after six months following the 
Closing Date, the Buyer has collected an amount in excess of 50% of all 
Current Accounts Receivable and the Buyer is unable to collect any of the 
Accounts Receivable, the Buyer shall, at the Seller's request, assign 
such uncollected Accounts Receivable to the Sellers.  

9.	Non-Compete.   

a)	To induce Buyer to consummate the transactions 
contemplated by this Agreement, (i) John Reinhold agrees to execute 
the Noncompetition Agreement attached as Exhibit "I" and (ii) 
Frederic D. Pace ("Pace") agrees that for a period of five (5) years 
after the date of this Agreement, he shall not, directly or 
indirectly, individually or as an employee, partner, officer, 
director, guarantor or shareholder or in any other capacity 
whatsoever:

(A)	solicit the business of customers of the Company or 
the Business: or

(B) (i)     acquire any interest (by gift, purchase, 
bequest, or otherwise), open, or operate any 
retail or wholesale business related to the 
marine industry (including, without limitation, 
brokerage activities, whether conducted in 
person or via computer) or enter into any 
franchise or other management agreement with any 
retail or wholesale business related to the 
marine industry or 

    (ii)    engage in any activities that enrich either of 
the Sellers at the expense of the Buyer or

    (iii)   serve as an officer, director, employee, 
agent or consultant to any  retail or wholesale 
business related to the marine industry, 

within a 250 mile radius of Ft. Walton Beach, Florida 
or within a 250 mile radius of Key Largo, Florida.

b)	If any court of competent jurisdiction should 
determine that any term or terms of this covenant are too broad with 
respect to time, geographic area, lines of commerce or otherwise, 
such court shall modify and revise any such term or terms so that 
they comply with applicable law.

c)      The provision set forth in this paragraph 
6.09 shall terminate, upon the earlier of (i) five years after the 
date of this Agreement, or (ii)  the termination of the employment 
by the Buyer of Pace, unless such termination is "For Cause,.   The 
term "For Cause" shall mean (i) Pace's gross neglect or willful 
misconduct in the discharge of his duties and responsibilities to 
the Buyer, as determined by the Board of Directors of the Buyer, 
(ii) Pace's repeated failure to obey reasonable directions from the 
Buyer, (iii) any act of Pace's against the Buyer intended to enrich 
Pace at the expense of the Buyer, (iv) any willful act or omission 
by Pace having the effect of materially injuring the business or 
business relationships of the Buyer, or (v) Pace's commission of a 
felony or any crime involving moral turpitude, fraud or 
misrepresentation.  

G.	Conditions to Obligation to Close.

1.	Conditions to Obligation of the Buyer.  The obligation 
of the Buyer to consummate the transactions to be performed by it in 
connection with the Closing is subject to  satisfaction of the following 
conditions:
 
    a)      the representations and warranties set forth in 
paragraph 3.1 and part 4 above shall be true and correct in all 
material respects at and as of the Closing Date;
 
    b)      the Sellers shall have performed and complied with all 
of their covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, 
local, or foreign jurisdiction or before any arbitrator wherein 
an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (i) prevent consummation of any of the transactions 
contemplated by this Agreement, (ii)  cause any of the 
transactions contemplated by this Agreement to be rescinded 
following consummation, (iii) affect adversely the right of the 
Buyer to own the Shares and to control the Company, or (iv) 
affect adversely the right of the Company to own its assets and 
to operate its businesses (and no such injunction, judgment, 
order, decree, ruling, or charge shall be in effect);
 
    d)      the Sellers shall have delivered to the Buyer a 
certificate to the effect that each of the conditions specified 
above in paragraph 7.1(a)-(c) is satisfied in all respects;
 
    e)      the Buyer shall have received from counsel to the 
Sellers an opinion in form and substance as set forth in Exhibit 
"H" attached hereto, addressed to the  Buyer, and dated as of the 
Closing Date;
 
    f)      the Buyer shall have received the resignations, 
effective as of the Closing, of each director and officer of the 
Company;
 
    g)      the Buyer shall have received satisfactory evidence in 
its sole discretion that Paul J. Roberts consented to the terms 
of this Agreement, has released the Company from any and all 
claims, and that the Sellers provided full disclosure regarding 
the terms of this Agreement and any other related agreements to 
Paul J. Roberts; and
 
    h)      the Buyer's acquisitions of the stock of Adventure 
North and Adventure South shall have been consummated, or the 
Buyer is satisfied, in its sole discretion, that such 
transactions will be consummated immediately following 
consummation of the transactions contemplated hereby;

    i)      John W. Reinhold shall have executed the 
Noncompetition Agreement attached hereto as Exhibit "I"

    j)      the Buyers shall have received satisfactory 
evidence that the Excluded Assets have been transferred from the 
Company to the Sellers or an Affiliate of the Sellers and that 
the Excluded Liabilities have been assumed by the Sellers, or an 
Affiliate of the Sellers, without recourse to the Buyer, the 
Company or Travis Parent; and

    k)      all actions to be taken by the Sellers in 
connection with consummation of the transactions contemplated 
hereby and all certificates, opinions, instruments, and other 
documents required to effect the transactions contemplated hereby 
will be reasonably satisfactory in form and substance to the 
Buyer.
 
The Buyer may waive any condition specified in this paragraph 7.1 if it 
executes a writing so stating at or prior to the Closing.
 
2.      Conditions to Obligation of the Sellers.  The 
obligation of the Sellers to consummate the transactions to be performed 
by them in connection with the Closing is subject to satisfaction of the 
following conditions:
 
    a)      the representations and warranties set forth in 
paragraph 3.2 above shall be true and correct in all material 
respects at and as of the Closing Date;
 
    b)      the Buyer shall have performed and complied with all of 
its covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, 
local, or foreign jurisdiction or before any arbitrator wherein 
an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (i) prevent consummation of any of the transactions 
contemplated by this Agreement or (ii) cause any of the 
transactions contemplated by this Agreement to be rescinded 
following consummation (and no such injunction, judgment, order, 
decree, ruling, or charge shall be in effect);
 
    d)      the Buyer shall have delivered to the Sellers  a 
certificate to the effect that each of the conditions specified 
above in paragraph 7.2(a)-(c) is satisfied in all respects;

    e)      the Sellers shall have received from counsel to the 
Buyer an opinion in form and substance as set forth in Exhibit 
"J" attached hereto, addressed to the Sellers, and dated as of 
the Closing Date; and

    f)      all actions to be taken by the Buyer in connection with 
consummation of the transactions contemplated hereby and all 
certificates, opinions, instruments, and other documents required 
to effect the transactions contemplated hereby will be reasonably 
satisfactory in form and substance to the Sellers.
 
The Sellers may waive any condition specified in this paragraph 7.2 if 
they execute a writing so stating at or prior to the Closing.
 
H.	Remedies

1.	Indemnification Provisions for Benefit of the Buyer.
 
    a)      In the event any of the Sellers breaches (or in the 
event any third party alleges facts that, if true, would mean any 
of the Sellers has breached) any of the representations, 
warranties and covenants contained herein (other than those of 
the Sellers  described in paragraph 8.1(b) and (c)), then each of 
the Sellers agrees jointly and severally to indemnify the Buyer 
from and against the entirety of any Adverse Consequences the 
Buyer may suffer, for a period of one year following the Closing 
Date, through and after the date of the claim for indemnification 
(including any Adverse Consequences the Buyer may suffer after 
the end of such one year period) resulting from, arising out of, 
relating to, in the nature of, or caused by the breach (or the 
alleged breach); provided, however, that (a) the Sellers shall 
have no obligations to indemnify the Buyer for any Adverse 
Consequences pursuant to this Section 8.1(a) for an amount in 
excess of (i) the Buyer Notes and (ii) the Other Buyer Notes, 
issued in connection with the sale of Adventure North and 
Adventure South and (b) the Buyer's exclusive remedy for any 
claims brought pursuant to this Section 8.1(a) shall be the right 
to Set-Off described in Section 8.5 hereof.

    b)      Each of Sellers shall be obligated to fully and 
completely indemnify the Buyer, for an unlimited period of time 
following the Closing (subject to applicable statutes of 
limitation), from and against the entirety of any Adverse 
Consequences the Buyer may suffer resulting from, arising out of 
or relating to any Liability suffered as a result of (i) fraud by 
the Sellers or the Company (including without limitation any 
Adverse Consequences suffered by Buyer as a result of a breach of 
the Seller's representations in paragraph 3.1 (Representations 
and Warranties) hereof), (ii) a misrepresentation which the 
Sellers or the Company knew or reasonably should have known or 
been aware (including without limitation any Adverse Consequences 
suffered by Buyer as a result of employee misstatements to 
customers or others), (iii) claims by employees against the 
Company (including without limitation any Adverse Consequences 
suffered by Buyer as a result of the representations made by the 
Sellers and the Company in paragraph 4.24 (Employee Benefits) 
hereof), (iv) Taxes (including without limitation any Adverse 
Consequences suffered by Buyer as a result of the representations 
made by the Sellers and the Company in paragraph 4.11 (Tax 
Matters) hereof, and (v) claims by any of the current or former 
shareholders of the Company, Adventure North or Adventure South 
against the Company, Adventure North, Adventure South or the 
Buyer and its affiliates.
 
    c)      Each of the Sellers shall be obligated to fully and 
completely indemnify the Buyer for an unlimited period of time 
following Closing (subject to applicable statutes of limitation) 
from and against the entirety of any Adverse Consequences the 
Buyer may suffer resulting from, arising out of, relating to, in 
the nature of, or caused by any Liability of any of the Company  
(i) for any Taxes of the Company with respect to any Tax year or 
portion thereof ending on or before the Closing Date (or for any 
Tax year beginning before and ending after the Closing Date to 
the extent allocable (determined in a manner consistent with 
paragraph 9.2 below) to the portion of such period beginning 
before and ending on the Closing Date), to the extent such Taxes 
are not reflected in the Tax Reserve or have not been paid to the 
Buyer pursuant to paragraph 9.1 below, and (ii) for the unpaid 
Taxes of any Person (other than any of the Company) under Treas. 
Reg. 1.1502-6 (or any similar provision of state, local, or 
foreign law), as a transferee or successor, by contract, or  
otherwise suffer.

2.	Indemnification Provisions for Benefit of the Sellers.  
The representations, warranties and covenants of the Buyer shall survive 
the Closing and continue in full force and effect for a period of one 
year.  In the event the Buyer breaches (or in the event any third party 
alleges facts that, if true, would mean the Buyer has breached) any of 
its representations, warranties, and covenants contained herein, provided 
that any of the Sellers makes a written claim for indemnification against 
the Buyer within such one year period, then the Buyer agrees to indemnify 
each of the Sellers from and against any Adverse Consequences the Seller 
may suffer through and after the date of the claim for indemnification 
(including any Adverse Consequences the Seller may suffer after the end 
of any applicable survival period) resulting from, arising out of, 
relating to, in the nature of, or caused by the breach (or the alleged 
breach).  Furthermore, the Buyer agrees to fully and completely indemnify 
the Sellers for any Adverse Consequences suffered by the Sellers as a 
result of any action or omission by the Company following the Closing 
Date; provided, however, that (i) in the case of Adverse Consequences 
involving a series of actions or omissions by the Company, the Buyer 
shall not indemnify Sellers for any liability created by the Company 
prior to the Closing Date, and (ii) this provision shall not apply to 
Frederic Pace for any Adverse Consequences suffered by Pace arising out 
of or in connection with Pace's employment with the Company or the Buyer 
subsequent to the Closing Date.
 
3.	Matters Involving Third Parties.

    a)      If any third party shall notify any party (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification 
against any other Party (the "Indemnifying Party") under this 
part 8, then the Indemnified Party shall promptly notify each 
Indemnifying Party thereof in writing; provided, however, that  
no delay on the part of the Indemnified Party in notifying any 
Indemnifying Party shall relieve the Indemnifying Party from any 
obligation hereunder unless (and then solely to the extent) the 
Indemnifying  Party thereby is prejudiced.
 
    b)      Any Indemnifying Party will have the right to defend 
the Indemnified Party against the Third Party Claim with counsel 
of its choice reasonably satisfactory to the Indemnified Party so 
long as (i) the Indemnifying Party notifies the Indemnified Party 
in writing within 15 days after the Indemnified Party has given 
notice of the Third Party Claim that the Indemnifying Party will 
indemnify the Indemnified Party from and against the entirety of 
any Adverse Consequences the Indemnified Party may suffer 
resulting from, arising out of, relating to, in the nature of, or 
caused by the Third Party Claim, (ii) the Indemnifying Party 
provides the Indemnified Party with evidence reasonably 
acceptable to the Indemnified Party that the Indemnifying Party 
will have the financial resources to defend against the Third 
Party Claim and fulfill its indemnification obligations 
hereunder, (iii) the Third Party Claim involves only money 
damages and does not seek an injunction or other equitable 
relief, (iv) settlement of, or an adverse judgment  with respect 
to, the Third Party Claim is not, in the good faith judgment of 
the Indemnified Party, likely to establish a precedential custom 
or practice materially adverse to the continuing business 
interests of the Indemnified Party, and (v) the Indemnifying 
Party conducts the defense of the Third Party Claim actively and 
diligently.
 
    c)      So long as the Indemnifying Party is conducting the 
defense of the Third Party Claim in accordance with paragraph 
8.3(b) above, (i) the Indemnified Party may retain separate co-
counsel at its sole cost and expense and participate in the 
defense of the Third Party Claim, (ii) the Indemnified Party will 
not consent to the entry of any judgment or enter into any 
settlement with respect to the Third Party Claim without the 
prior written consent of the Indemnifying Party (not to be 
unreasonably withheld), and (iii) the Indemnifying Party will not 
consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written 
consent of the Indemnified Party (not to be  unreasonably 
withheld).
 
    d)      In the event any of the conditions in paragraph 8.3(b) 
above is or becomes unsatisfied, however, (i) the Indemnified 
Party may defend against, and consent to the entry of any 
judgment or enter into any settlement with respect to, the Third 
Party Claim in any manner it reasonably may deem appropriate (and 
the Indemnified Party need not consult with, or obtain any 
consent from, any Indemnifying Party in connection  therewith), 
(ii) the Indemnifying Parties will reimburse the Indemnified 
Party promptly and periodically for the costs of defending 
against the Third Party Claim (including reasonable attorneys' 
fees and expenses), and (iii) the Indemnifying Parties will 
remain responsible for any  Adverse Consequences the Indemnified 
Party may suffer resulting from, arising out of, relating to, in 
the nature of, or caused by the Third Party Claim to the fullest 
extent provided in this part 8.
 
4.	Determination of Adverse Consequences.  The parties 
shall take into account the time cost of money (using the Applicable Rate 
as the discount rate) in determining Adverse Consequences for purposes of 
this part 8.  All indemnification payments under this part 8 shall be 
deemed adjustments to the Purchase Price.

5.	Set-off Under Buyer Notes.  The Buyer shall have the 
option of recouping all or any part of any Adverse Consequences it may 
suffer (in lieu of seeking any indemnification to which it is entitled 
under this part 8); such right shall be exercisable by Buyer by notifying 
the Sellers that the Buyer is reducing the principal amount outstanding 
under the Buyer Notes. This shall affect the timing and amount of 
payments required under the Buyer Notes in the same manner as if the 
Buyer had made a permitted prepayment (without premium or penalty) 
thereunder.  The Buyer shall offset against each Buyer Note based on each 
Seller's percentage ownership of the Company, based upon the information 
contained in paragraph 4.2 of the Disclosure Schedule.  If the Buyer 
discovers an Adverse Consequence prior to the maturity of the Buyer Note 
(the "Maturity Date,), but is unable, in good faith, to determine with 
specificity the amount of the Adverse Consequence and, therefore, does 
not exercise its right of Set-Off prior to the Maturity Date, the 
Maturity Date shall be deemed to be extended until the Buyer can 
determine the amount of the Adverse Consequence and exercise its right of 
Set-Off.  The extension of the Maturity Date hereunder shall not be 
considered an event of default under the Buyer Note and no late payment 
shall be payable as a result of the extension of the Maturity Date.  
Following any set-off by Buyer against the Buyer Note which in the 
aggregate is equal to the full amount thereof, Buyer shall be permitted 
to set-off unsatisfied Adverse Consequences arising under this Agreement 
against the Other Buyer Notes, issued in connection with the sale of 
Adventure North and Adventure South. 

6.	Other Indemnification Provisions.  The foregoing 
indemnification provisions are in addition to, and not in derogation of, 
any statutory, equitable, or common law remedy any party may have for 
breach of representation, warranty, or covenant. Each of the Sellers 
hereby agrees that he or it will not make any claim for indemnification 
against the Company by reason of the fact that he or it was a director, 
officer, employee, or agent of any such entity or was serving at the 
request of any such entity as a partner, trustee, director, officer, 
employee, or agent of another entity (whether such claim is for 
judgments, damages, penalties, fines, costs, amounts paid in settlement, 
losses, expenses, or otherwise and whether such  claim is pursuant to any 
statute, charter document, bylaw, agreement, or otherwise) with respect 
to any action, suit, proceeding, complaint, claim, or demand brought by 
the Buyer against such Seller (whether such action, suit, proceeding, 
complaint, claim,  or demand is pursuant to this Agreement, applicable 
law, or otherwise).

I.	Tax Matters.  The following provisions shall govern the 
allocation of responsibility as between Buyer and Sellers for certain Tax 
matters following the Closing Date:

1.	Tax Periods Ending on or Before the Closing Date.  
Buyer shall prepare or cause to be prepared and file or cause to be filed 
all Tax Returns for the Company for all periods ending on or prior to the 
Closing Date which are filed after the Closing Date.  Buyer shall permit 
the Sellers to review and comment on each such Tax Return described in 
the preceding sentence prior to filing.  Sellers shall reimburse Buyer 
for Taxes of the Company with respect to such periods within fifteen (15) 
days after payment by Buyer of such Taxes to the extent such Taxes are 
not reflected in the Tax Reserve.  Buyer shall be permitted to Set-Off 
against the Buyer Note to pay any such Taxes.

2.	Tax Periods Beginning Before and Ending After the 
Closing Date.  Buyer shall prepare or cause to be prepared and file or 
cause to be filed any Tax Returns of the Company for Tax periods which 
begin before the Closing Date and end after the Closing Date.  Sellers 
shall pay to Buyer within fifteen (15) days after the date on which Taxes 
are paid with respect to such periods an amount equal to the portion of 
such Taxes which relates to the portion of such Taxable period ending on 
the Closing Date to the extent such Taxes are not reflected in the Tax 
Reserve.  For purposes of this Section, in the case of any Taxes that are 
imposed on a periodic basis and are payable for a Taxable period that 
includes (but does not end on) the Closing Date, the portion of such Tax 
which relates to the portion of such Taxable period ending on the Closing 
Date shall (i) in the case of any Taxes other than Taxes based upon or 
related to income or receipts, be deemed to be the amount of such Tax for 
the entire Taxable period multiplied by a fraction the numerator of which 
is the number of days in the Taxable period ending on the Closing Date 
and the denominator of which is the number of days in the entire Taxable 
period, and (ii) in the case of any Tax based upon or related to income 
or receipts be deemed equal to the amount which would be payable if the 
relevant Taxable period ended on the Closing Date.  Any credits relating 
to a Taxable period that begins before and ends after the Closing Date 
shall be taken into account as though the relevant Taxable period ended 
on the Closing Date.  All determinations necessary to give effect to the 
foregoing allocations shall be made in a manner consistent with prior 
practice of the Company.

3.	Cooperation on Tax Matters.  

(i)	Buyer, the Company and Sellers shall cooperate 
fully, as and to the extent reasonably requested by the other 
party, in connection with the filing of Tax Returns pursuant to 
this Part 9 and any audit, litigation or other proceeding with 
respect to Taxes.  Such cooperation shall include the retention 
and (upon the other party's request) the provision of records and 
information which are reasonably relevant to any such audit, 
litigation or other proceeding and making employees available on 
a mutually convenient basis to provide additional information and 
explanation of any material provided hereunder.  The Company and 
Sellers agree (A) to retain all books and records with respect to 
Tax matters pertinent to the Company relating to any taxable 
period beginning before the Closing Date until the expiration of 
the statute of limitations (and, to the extent notified by Buyer 
or Sellers, any extensions thereof) of the respective taxable 
periods, and to abide by all record retention agreements entered 
into with any taxing authority, and (B) to give the other party 
reasonable written notice prior to transferring, destroying or 
discarding any such books and records and, if the other party so 
requests, the Company or Sellers, as the case may be, shall allow 
the other party to take possession of such books and records.

(ii)	Buyer and Sellers further agree, upon request, to 
use their best efforts to obtain any certificate or other 
document from any governmental authority or any other Person as 
may be necessary to mitigate, reduce or eliminate any Tax that 
could be imposed (including, but not limited to, with respect to 
the transactions contemplated hereby).

(iii)	Buyer and Sellers further agree, upon 
request, to provide the other party with all information that 
either party may be required to report pursuant to Section 6043 
of the Code and all Treasury Department Regulations promulgated 
thereunder.

4.	Tax Sharing Agreements.  All tax sharing agreements or 
similar agreements, if any, with respect to or involving the Company 
shall be terminated as of the Closing Date and, after the Closing Date, 
the Company shall not be bound thereby or have any liability thereunder.

5.	Certain Taxes.  All transfer, documentary, sales, use, 
stamp, registration and other such Taxes and fees (including any 
penalties and interest) incurred in connection with this Agreement shall 
be paid by Sellers when due, and Sellers will, at their own expense, file 
all necessary Tax Returns and other documentation with respect to all 
such transfer, documentary, sales, use, stamp, registration and other 
Taxes and fees, and, if required by applicable law, Buyer will, and will 
cause its affiliates to, join in the execution of any such Tax Returns 
and other documentation.

J.	Termination.

1.	Termination of Agreement.  Certain of the parties may 
terminate this Agreement as provided below:
 
    a)      the Buyer and both Sellers may terminate  this 
Agreement by mutual written consent at any time prior to the 
Closing;
 
    b)      the Buyer may terminate this Agreement by giving 
written notice to the Sellers on or before the 10th day following 
the date of this Agreement if the Buyer is not satisfied with the 
results of its continuing business, legal, and accounting due 
diligence regarding the Company;
 
    c)      the Buyer may terminate this Agreement by giving 
written notice to the Sellers at any time prior to the Closing 
(i) in the event any of the Sellers has breached any material 
representation, warranty, or covenant contained in this Agreement 
in any material respect, the Buyer has notified the Sellers of 
the breach, and the breach has continued without cure for a 
period of 5 days after the notice of breach, or (ii) if the 
Closing shall not have occurred on or before September 30, 1997, 
by reason of the failure of any condition precedent under 
paragraph 7.1 hereof (unless the failure results primarily from 
the Buyer itself breaching any representation, warranty, or 
covenant contained in this Agreement); and
 
    d)      the Sellers may terminate this Agreement by giving 
written notice to the Buyer at any time prior to the Closing (i) 
in the event the Buyer has breached any material representation, 
warranty, or covenant contained in this Agreement in any material 
respect, any of the Sellers has notified the Buyer of the breach, 
and the breach has continued without cure for a period of 5 days 
after the notice of breach or (ii) if the Closing shall not have 
occurred on or before September 30, 1997, by reason of the 
failure of any condition precedent under paragraph 7.2 hereof 
(unless the failure results primarily from any of the Sellers 
themselves breaching any representation, warranty, or covenant 
contained in this Agreement).
 
2.	 Effect of Termination.  If any party terminates this 
Agreement pursuant to paragraph 10.1 above, all rights and obligations of 
the parties hereunder shall terminate without any Liability of any party 
to any other party (except for any Liability of any party then in 
breach).

K.	Miscellaneous.

1.	Nature of Certain Obligations.

    (i)     The covenants of each of the Sellers in paragraph 
2.1 above concerning the sale of his or its Company Shares to the 
Buyer and the representations and warranties of each of the 
Sellers in paragraph 3.1(a) through (d) above concerning the 
transaction are several obligations. This means that the 
particular Seller making the representation, warranty, or 
covenant will be solely responsible to the extent provided in 
part 8 above for any Adverse Consequences the Buyer may suffer as 
a result of any breach thereof.
 
    (ii)    The remainder of the representations, warranties, 
and covenants in this Agreement, including paragraph 3.1(c), are 
joint and several obligations. This means that each Seller will 
be responsible to the extent provided in part 8 above for the 
entirety of any Adverse Consequences the  Buyer may suffer as a 
result of any breach thereof.
 
2.	Press Releases and Public Announcements.  No party 
shall issue any press release or make any public announcement relating to 
the subject matter of this Agreement without the prior written approval 
of the Buyer and the Sellers; provided, however, that any party may make 
any public disclosure it believes in good faith is required by applicable 
law or any listing or trading agreement concerning its publicly-traded 
securities (in which case the disclosing Party will use its reasonable 
efforts to advise the other Parties prior to making  the disclosure).
 
3.	No Third-Party Beneficiaries.  This Agreement shall not 
confer any rights or remedies upon any Person other than the parties and 
their respective successors and permitted assigns.
 
4.	Entire Agreement.  This Agreement (including the 
documents referred to herein) constitutes the entire agreement among the 
parties and supersedes any prior understandings, agreements, or 
representations by or among the Parties, written or oral, to the extent 
they related in any way to the subject matter hereof.  Typewritten or 
handwritten provisions inserted in this Agreement shall control all 
printed provisions in conflict therewith, provided the typewritten or 
handwritten provision is initialed and dated by each of the parties to 
this Agreement.
 
5.	Succession and Assignment.  This Agreement shall be 
binding upon and inure to the benefit of the parties named herein and 
their respective successors and permitted assigns. No party may assign 
either this Agreement or any of his or its rights, interests, or 
obligations hereunder without the prior written approval of the Buyer and 
the Sellers; provided, however, that the Buyer may (i) assign any or all 
of its rights and interests hereunder to one or more of its Affiliates 
and (ii) designate one or more of its Affiliates to perform its 
obligations hereunder (in any or all of which cases the Buyer nonetheless 
shall remain responsible for the performance of all of its obligations 
hereunder).
 
6.	Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original but all of 
which together will constitute one and the same instrument.
 
7.	Headings.  The paragraph headings contained in this 
Agreement are inserted for convenience only and shall not affect in any 
way the meaning or interpretation of this Agreement.
 
8.	Notices.  All notices, requests, demands, claims, and 
other communications hereunder will be in writing. Any notice, request, 
demand, claim, or other communication hereunder shall be deemed duly 
given if (and then two business days after) it is sent by registered  or 
certified mail, return receipt requested, postage prepaid, and addressed 
to the intended recipient as set forth below:
 
  If to the Sellers:                         Copy to:

  c/o John Reinhold                          H. Bart Fleet
                                             Chesser, Wingard, Barr, Whitney,
                                                Flowers & Fleet, P.A.
                                             1201 Eglin Parkway
                                             Shalimar, Florida 32579
                                             Telecopy: (850) 651-6084

  If to the Buyer:                          Copy to:

  Travis Boating Center Florida, Inc.       J. Rowland Cook
  Attn: Michael B. Perrine                  Jenkens & Gilchrist,
                                              A Professional Corporation
  5000 Plaza on the Lake, #250              600 Congress Avenue, Suite 2200
  Austin, Texas 78746                       Austin, Texas 78701
  Telecopy: (512) 329-0480                  Telecopy: (512) 404-3520

Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set 
forth above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), but no such notice, request, demand, claim, or other communication 
shall be deemed to have been duly given unless and until it actually is 
received by the intended recipient. Any Party may change the address to 
which notices, requests, demands, claims, and other communications 
hereunder are to be delivered by giving the other Parties notice in the 
manner herein set forth.
 
9.	Governing Law and Venue.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
Florida.  Venue for any proceeding brought hereunder shall lie in 
Escambia County, Florida.
 
10.	Amendments and Waivers.  No amendment of any provision 
of this Agreement shall be valid unless the same shall be in writing and 
signed by the Buyer and the Sellers.  No waiver by any Party of any 
default,  misrepresentation, or breach of warranty or covenant hereunder, 
whether intentional or not, shall be deemed to extend to any prior or 
subsequent default, misrepresentation, or breach of warranty or covenant 
hereunder or affect in any way any rights arising by virtue of any prior 
or subsequent such occurrence.
 
11.	Severability.  Any term or provision of this Agreement 
that is invalid or unenforceable in any situation in any jurisdiction 
shall not affect the validity or enforceability of the remaining terms 
and provisions hereof or the validity or enforceability of the offending  
term or provision in any other situation or in any other jurisdiction.
 
12.	Expenses.  Each of the Parties will bear his own costs 
and expenses (including legal fees and expenses) incurred in connection 
with this Agreement and the transactions contemplated hereby. The Sellers 
agree that the Company has not borne or will not bear any of the Sellers' 
costs and expenses (including any of their legal fees, expenses or fees 
to be paid to brokers) in connection with this Agreement or any of the  
transactions contemplated hereby.
 
13.	Construction.  The parties have participated jointly in 
the negotiation and drafting of this Agreement. In the event an ambiguity 
or question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the parties and no presumption or 
burden of proof shall arise favoring or disfavoring any party by virtue 
of the authorship of any of the provisions of this Agreement. Any 
reference to any federal, state, local, or foreign statute or law shall 
be deemed also to refer to all rules and regulations promulgated 
thereunder, unless the  context requires otherwise. The word "including, 
shall mean including without limitation. The parties intend that each 
representation, warranty, and covenant contained herein shall have 
independent significance. If any party has breached any representation, 
warranty, or covenant contained herein in any respect, the fact that 
there exists another representation, warranty, or covenant relating to 
the same subject matter (regardless of the relative levels of 
specificity) which the party has not breached shall not detract from or 
mitigate the fact that the party is in breach of the first 
representation, warranty, or covenant.
 
14.	Incorporation of Exhibits and Schedules.  The Exhibits 
and Schedules identified in this Agreement are incorporated herein by 
reference and made a part hereof.
 
15.	Specific Performance.  Each of the parties acknowledges 
and agrees that the other parties would be damaged irreparably in the 
event any of the provisions of this Agreement are not performed in 
accordance with their  specific terms or otherwise are breached. 
Accordingly, each of the parties agrees that the other parties shall be 
entitled to an injunction or injunctions to prevent breaches of the 
provisions of this Agreement and to enforce specifically this Agreement 
and the terms and provisions hereof in any action instituted in any court 
of the United States or any state thereof having jurisdiction over the 
parties and the matter (subject to the provisions set forth in paragraph 
11.9), in addition to any other remedy to which they may be entitled, at 
law or in equity.

16.	Attorney's Fees.  In connection with any breach, 
default, collection, or litigation, including appellate proceedings, 
arising out of this Agreement, the prevailing party shall be entitled to 
recover reasonable attorney's fees and costs.

17.	Further Cooperation.  The parties to this Agreement 
shall execute and deliver, or cause to be executed and delivered, on the 
Closing Date or at such other times as may reasonably be agreed upon, 
such additional instruments as the other party may reasonably request for 
the purpose of carrying out the transactions contemplated hereby.  
Additionally, each of the parties hereto agree to allow the other parties 
reasonable access to the books and records of the Company and the Sellers 
related to the transactions contemplated hereby.

                              *   *   *   *   *
 
<PAGE>

 	IN WITNESS WHEREOF, the Parties hereto have executed this 
Agreement as of the date first above written.


                                         TRAVIS BOATING CENTER FLORIDA, INC.

                                         By: ____/S/________________________
                                         Name: MICHAEL B. PERRINE
                                         Title: CFO, SECRETARY, TREASURER


                                         SELLERS

                                         _____/S/_______________________________
                                         Frederic D. Pace


                                         ____/S/________________________________
                                         John W. Reinhold





<PAGE>				EXHIBIT 10.35


                           STOCK PURCHASE AGREEMENT


                                  AMONG

                      TRAVIS BOATING CENTER FLORIDA, INC.
                                ("BUYER",)

                                   AND

                             JOHN W. REINHOLD
                               ("SELLER",)





                            SEPTEMBER 30, 1997



                      PROVIDING FOR THE PURCHASE OF 
                       100% OF THE COMMON STOCK OF
                   ADVENTURE MARINE AND OUTDOORS, INC., 
                         A FLORIDA CORPORATION


<PAGE>
                             TABLE OF CONTENTS



                                             


1.      Definitions          
2.       Purchase and Sale of Company Shares 
  2.1.     Basic Transaction                   
  2.2.    Purchase Price                       
  2.3.     The Closing                         
  2.4.     Deliveries at the Closing           
  2.5.    Post Closing Adjustments.            
3.       Representations and Warranties Concerning the Transaction
  3.1.     Representations and Warranties of the Seller            
  3.2.    Representations and Warranties of the Buyer               
4.      Representations and Warranties Concerning the Company.    
  4.1.    Organization, Qualification, and Corporate Power          
  4.2.    Capitalization                                            
  4.3.    Noncontravention                                          
  4.4.    Brokers' Fees                                             
  4.5.    Title to Assets                                           
  4.6.    Subsidiaries                                              
  4.7.    Financial Statements                                      
  4.8.    Events Subsequent to Most Recent Fiscal Year End          
  4.9.    Undisclosed Liabilities                                   
  4.10.   Legal Compliance                                          
  4.11.   Tax Matters                                               
  4.12.   Real Property                                             
  4.13.   Intellectual Property                                     
  4.14.   Tangible Assets                                           
  4.15.    Condition of Assets.                                     
  4.16.    Contracts                                                
  4.17.   Notes and Accounts Receivable                             
  4.18.   Powers of Attorney                                        
  4.19.   Insurance                                                 
  4.20.   Litigation                                                
  4.21.   Product Warranty                                          
  4.22.   Product Liability.                                        
  4.23.   Employees.                                                
  4.24.   Employee Benefits.                                        
  4.25.   Guaranties                                                
  4.26.   Environment, Health, and Safety                          
  4.27.   Disclosure                                                
5.      Pre-Closing Covenants.                       
  5.1.    General.                                     
  5.2.    Notices and Consents.                        
  5.3.    Operation of Business.                       
  5.4.    Preservation of Business.                    
  5.5.    Full Access.                                 
  5.6.    Notice of Developments.                      
  5.7.    Exclusivity.                                 
6.      Post-Closing Covenants                       
  6.1.    General                                      
  6.2.    Litigation Support                           
  6.3.    Transition
  6.4.    Confidentiality
  6.5.    Buyer Note     
  6.6.    Registration of Travis Parent Stock     
  6.7.    Pre-Closing Sales                       
  6.8.    Use of Name                             
  6.9.    Accounts Receivable.                    
  6.10.   Non-Compete.                            
7.      Conditions to Obligation to Close       
  7.1.    Conditions to Obligation of the Buyer   
  7.2.    Conditions to Obligation of the Seller  
8.      Remedies                                
  8.1.    Indemnification Provisions for Benefit of the Buyer  
  8.2.    Indemnification Provisions for Benefit of the Seller 
  8.3.    Matters Involving Third Parties                      
  8.4.    Determination of Adverse Consequences                
  8.5.    Set-off Under Buyer Note                             
  8.6.    Other Indemnification Provisions                     
9.      Tax Matters                                          
  9.1.    Tax Periods Ending on or Before the Closing Date     
  9.2.    Tax Periods Beginning Before and Ending After the Closing Date
  9.3.    Cooperation on Tax Matters                                    
  9.4.    Tax Sharing Agreements                                        
  9.5.    Certain Taxes                                                 
10.     Termination                                                   
  10.1.   Termination of Agreement                                      
  10.2.    Effect of Termination                                        
11.     Miscellaneous                                                 
  11.1.             
  11.2.   Press Releases and Public Announcements                  
  11.3.   No Third-Party Beneficiaries                                  
  11.4.   Entire Agreement                                              
  11.5.   Succession and Assignment                                     
  11.6.   Counterparts                                                  
  11.7.   Headings                                                      
  11.8.   Notices                                                       
  11.9.   Governing Law and Venue                                       
  11.10.  Amendments and Waivers                                        
  11.11.  Severability                                                  
  11.12.  Expenses                                                      
  11.13.  Construction                                                  
  11.14.  Incorporation of Exhibits and Schedules                  
  11.15.  Specific Performance                                          
  11.16.  Attorney's Fees                                               
  11.17.  Further Cooperation.                                          


<PAGE>

                           STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement",) is entered into on 
September 30, 1997, by and among TRAVIS BOATING CENTER FLORIDA, INC. a 
Texas corporation (the "Buyer",), and JOHN W. REINHOLD (the "Seller",). 

                                   Recitals:

The Seller owns all of the outstanding capital stock of Adventure 
Marine & Outdoors, Inc., a Florida corporation (the "Company",).

This Agreement contemplates a transaction in which the Buyer will 
purchase from the Seller, and the Seller will sell to the Buyer, all of 
the outstanding capital stock of the Company in return for (i) cash, (ii) 
shares of voting common stock of Travis Boats & Motors, Inc., a Texas 
corporation, the sole shareholder of the Buyer ("Travis Parent",), and 
(iii) the Buyer Note (as defined below).

Now, therefore, in consideration of the premises and the mutual 
promises, of the representations, warranties, and covenants  contained 
herein, the parties agree as follows.

A.	Definitions.

    "Accounts Receivable", means all of the accounts receivable of the 
Company, as listed on Exhibit "A",.  

    "Adventure Brokerage", means Adventure Boat Brokerage, Inc., a 
Florida corporation.

    "Adventure Brokerage Stock Purchase Agreement", means the Stock 
Purchase Agreement, dated as of September 30, 1997, between the Buyer, 
the Seller and Frederic Pace, providing for the sale of 100% of the 
common stock of Adventure Brokerage to the Buyer.

    "Adventure South", means Adventure Marine South, Inc., a Florida 
corporation.

    "Adverse Consequences", means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, 
penalties, fines, costs, amounts paid in settlement, Liabilities, 
obligations, Taxes, liens, losses, expenses, and fees, including court 
costs and attorneys' fees and expenses.

    "Affiliate", has the meaning set forth in Rule 12b-2 promulgated 
under the Securities Exchange Act.

    "Affiliated Group", means any affiliated group within the meaning of 
Code Sec. 1504 or any similar group defined under a similar provision of 
state, local or foreign law.

    "Applicable Rate", means 7 1/2%.

    "Assets", means all properties, privileges, rights, interests and 
claims, personal, tangible and intangible, of every type and description 
(including, without limitation, New Boats, Motors, and Trailers, Used 
Boats, Motors, and Trailers, Parts, Accessories, Miscellaneous Assets, 
Intellectual Property, Deposits, Accounts Receivable and Boat Show 
Rights) that are used, or held for use, by the Company or the Seller in 
the Business and in which the Company or the Seller has any right, title 
or interest (or in which the Company or the Seller hereafter acquires any 
right, title or interest on or before the Closing Date), but specifically 
excludes all Excluded Assets.

    "Basis", means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction that forms or could form the basis 
for any specified consequence.

    "Boat Shows", means all boat shows at which the Company has had a 
booth or made a presentation in any of the last five (5) years.

    "Boat Show Rights", means all of the Company's agreements for space 
at Boat Shows, including common stock and other ownership rights in 
corporations, partnerships, and other types of entities holding Boat 
Shows.

    "Business", means the retail and wholesale sales and service of 
boats, motors, trailers, marine accessories and water sporting goods at 
the store located in Key Largo, Florida, and at Boat Shows attended by 
the representatives of the Company.

    "Buyer", has the meaning set forth in the preface above.

    "Buyer Note", has the meaning set forth in paragraph 2.2 below.

    "Closing", has the meaning set forth in paragraph 2.3 below.

    "Closing Date", has the meaning set forth in paragraph 2.3 below.

    "Code", means the Internal Revenue Code of 1986, as amended.

    "Company Share", or "Share",  means any share of the Common Stock, par 
value $1.00 per share, of the Company.

    "Confidential Information", means any information concerning the 
businesses and affairs of the Company and its Subsidiaries that is not 
already generally available to the public.

    "Controlled Group of Corporations", has the meaning set forth in Code 
Sec. 1563.

    "Current Accounts Receivable", means those Accounts Receivable of the 
Company that are (i) aged less than 60 days as of the Closing Date, and 
(ii) are not Accounts Receivable due from Affiliates of the Seller or the 
Company.  The Current Accounts Receivable are identified on the list of 
Accounts Receivable on Exhibit "A",.

    "Deposits", means all customer prepaids, tax deposits, utility 
deposits and deposits relating to customer special orders as of the 
Closing Date.

    "Disclosure Schedule", has the meaning set forth in part 4 below.

    "Employee Benefit Plan", means any (a) nonqualified deferred 
compensation or retirement plan or arrangement which is an Employee 
Pension Benefit Plan, (b) qualified defined contribution retirement plan 
or arrangement which is an Employee Pension Benefit Plan, (c) qualified 
defined benefit retirement plan or arrangement which is an Employee 
Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee 
Welfare Benefit Plan or material fringe benefit plan or program.

    "Employee Pension Benefit Plan", has the meaning set forth in ERISA 
Sec. 3(2).

    "Employee Welfare Benefit Plan", has the meaning set forth in ERISA 
Sec. 3(1).

    "Environmental, Health, and Safety Laws", means the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the 
Resource Conservation and Recovery Act of 1976, and the Occupational 
Safety and Health Act of 1970, each as amended, together with all other 
laws (including rules, regulations, codes, plans, injunctions, judgments, 
orders, decrees, rulings, and charges thereunder) of federal, state, 
local, and foreign governments (and all agencies thereof) concerning 
pollution or protection of the environment, public health and safety, or 
employee health and safety, including laws relating to emissions,  
discharges, releases, or threatened releases of pollutants, contaminants, 
or chemical, industrial, hazardous, or toxic materials or wastes into 
ambient air, surface water, ground water, or lands or otherwise relating 
to the manufacture, processing, distribution, use, treatment, storage, 
disposal, transport, or handling of pollutants, contaminants, or 
chemical, industrial, hazardous, or toxic materials or wastes.

    "ERISA", means the Employee Retirement Income Security Act of 1974, 
as amended.

    "Excluded Assets", means those assets of the Company that will be 
assigned to the Seller or an Affiliate of the Seller immediately prior to 
Closing.  The Excluded Assets are listed on Exhibit "B", to this 
Agreement.  All inventory on loan or consignment shall be Excluded 
Assets, regardless of whether such items are specifically listed in 
Exhibit "B".,

    "Excluded Liabilities", means those liabilities and obligations of 
the Company to be assumed by the Seller, or an Affiliate of the Seller, 
prior to the Closing.  The Excluded Liabilities are listed on Exhibit 
"C".,

    "Extremely Hazardous Substance", has the meaning set forth in Sec. 
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as 
amended.

    "Fiduciary", has the meaning set forth in ERISA Sec. 3(21).

    "Financial Statement", has the meaning set forth in paragraph 4.5 
below.

    "Indemnified Party",  has the meaning set forth in paragraph 7.4 
below.
 

    "Intellectual Property",  means (a) all inventions (whether 
patentable or unpatentable and whether or not reduced to practice), all 
improvements thereto, and all patents, patent applications, and patent 
disclosures, together with all reissuances, continuations, continuations- 
in- part, revisions, extensions, and reexaminations thereof, (b) all 
trademarks, service marks, trade dress, logos, trade names, and corporate 
names, together with all translations, adaptations, derivations, and 
combinations thereof and including all goodwill associated therewith, and 
all applications, registrations,  and renewals in connection therewith, 
including without limitations all rights in and to "Adventure Marine", and 
"Adventure Boat Brokerage", and any derivations thereof, (c) all 
copyrightable works, all copyrights, and all applications, registrations, 
and renewals in connection therewith, (d) all mask works and all 
applications, registrations, and renewals in connection therewith, (e)  
all trade secrets and confidential business information related to the 
Business and the Company (including rights of publicity, customer lists, 
supplier lists, ideas, research and development, know-how,  formulas, 
compositions, manufacturing and production processes and techniques, 
technical data, designs, drawings, specifications, pricing and cost 
information, and business and marketing plans and proposals), (f) all 
computer software (including data and related documentation), (g) all 
other proprietary rights, and (h) all copies and tangible embodiments 
thereof (in what ever form or medium).
 
    "Inventory", means the inventory of the Company based on a physical 
inspection of the Company as of the Closing Date.  Used inventory shall 
be subject to a mutually agreeable value among the parties, but in no 
case shall any used inventory value exceed the current "wholesale value" 
as set forth in the most recent "Yellow", used boat guide or such other 
used boat reference as may be mutually agreeable. 

    "Invoice", means a document reflecting a manufacturer's cost of 
Assets and related options or accessories on such Assets.

    "Knowledge",  means actual knowledge after reasonable investigation.
 
    "Liability",  means any liability of the Company (whether known or 
unknown, whether asserted or unasserted, whether absolute or contingent, 
whether accrued or unaccrued, whether liquidated or unliquidated, and 
whether due or to become due), including without limitation any liability 
for Taxes, payroll expenses, operating expenses, insurance audit expense, 
accounts payable to third parties, the Seller, Frederic Pace  and to 
affiliates of the Seller and Frederic Pace, lease payment and interest 
payments. 

    "Miscellaneous Assets",  means all furniture, fixtures, vehicles, 
leasehold improvements, equipment and other assets of the Company, 
including all Rebates for products previously sold for which no Rebate 
has been paid to the Company.

    "Most Recent Balance Sheet",  means the balance sheet contained 
within the Most Recent Financial Statements.

    "Most Recent Financial Statements",  has the meaning set forth in 
paragraph 4.7 below.

    "Most Recent Fiscal Month End",  has the meaning set forth in 
paragraph 4.7 below.

   "Multiemployer Plan",  has the meaning set forth in ERISA Sec. 3(37).

    "New Boats, Motors, and Trailers", means all new boats, motors, and 
trailers owned by the Company.  The value of New Boats, Motors and 
Trailers shall be determined based on Invoice, net of Rebates. 

    "Net Asset Value", means (a) the sum of the value, at Closing, of (i) 
Miscellaneous Assets, (ii) Boat Show Rights, (iii) Parts, (iv) New Boats, 
Motors, and Trailers, (v) Used Boats, Motors, and Trailers, (vi) 
Intellectual Property, (vii) 100% of the face amount of the Current 
Accounts Receivable, (viii) Deposits, and (ix) the Company's cash minus 
(b) the sum of (i) all trade accounts payable, (ii) accrued but unpaid 
operating expenses (including Taxes) and floor plan notes existing as of 
the date of Closing, (iii) physical damage to any of the Assets or 
Inventory, (iv) parts missing from the Assets or Inventory based upon a 
physical inspection of the Assets and Inventory, (v) 50% of the face 
amount of the Current Accounts Receivable and (vi) any other Liabilities 
assumed by the Buyer.  The value assigned to each asset shall be net of 
depreciation.  The calculation of the Net Asset Value, which includes a 
detailed calculation of the value of each category the of the Assets, as 
of the Closing date, is attached hereto as Exhibit "D".,

    "Ordinary Course of Business",  means the ordinary course of business 
consistent with the Company's past custom and practice (including with 
respect to quantity and frequency).

    "Other Buyer Notes", means those promissory notes issued to the 
Seller and Frederic Pace  in connection with the sale of Adventure South 
and Adventure Brokerage. 
 
    "Parts", means all parts of the Company inventoried on the Closing 
Date.  The parts and accessories so identified in the physical inventory 
and found in the most recent price disks/books from their respective 
manufacturers shall be purchased by Travis at the lower of the most 
recent wholesale price evidenced by such price disks/books or the 
original invoice amount. 

    "PBGC",  means the Pension Benefit Guaranty Corporation.

    "Person",  means an individual, a partnership, a corporation, an 
association, a joint stock company, a trust, a joint venture, an 
unincorporated organization, or a governmental entity (or any department, 
agency, or political subdivision thereof).

    "Pre-Closing Sales", has the meaning set forth in paragraph 3.1(e) 
below.
 
    "Prohibited Transaction",  has the meaning set forth in ERISA Sec. 
406 and Code Sec. 4975.
 
    "Purchase Price",  has the meaning set forth in paragraph 2.2 below.
 
    "Rebate", means all sums paid or payable from a vendor to the 
Company.

    "Registration Statement", shall have the meaning set forth in 
section 5.6.

    "Reportable Event",  has the meaning set forth in ERISA Sec. 4043.
 
    "Securities Act",  means the Securities Act of 1933, as amended.
 
    "Securities Exchange Act",  means the Securities Exchange Act of 
1934, as amended.
 
    "Security Interest",  means any mortgage, pledge, lien, encumbrance, 
charge, or other security interest.
 
    "Seller",  has the meaning set forth in the preface above.

    "Set-Off", means the Buyer's right to recoup all or part of Adverse 
Consequences that it may suffer; such right shall be exercisable by 
notifying the Seller that it is reducing the principal amount outstanding 
under the Buyer Note and/or the Other Buyer Notes.
 
    "Subsidiary",  means any corporation with respect to which a 
specified Person (or a Subsidiary thereof) owns a majority of the common 
stock or has the power to vote or direct the voting of sufficient 
securities to elect a majority of the directors.
 
    "Tax",  means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp,  
occupation, premium, windfall profits, environmental (including taxes 
under Code Sec. 59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.

    "Tax Reserve", has the meaning set forth in paragraph 4.11(g) below.
  
    "Tax Return",  means any return, declaration, report, claim for 
refund, or information return or statement relating to Taxes, including 
any schedule or attachment thereto, and including any amendment thereof.
 
    "Third Party Claim",  has the meaning set forth in paragraph 7.3 
below.

    "Travis Parent", means Travis Boats & Motors, Inc., a Texas 
corporation. 

    "Travis Parent Stock", means the voting common stock, par value $0.01 
per share, of Travis Parent.

    "Used Boats, Motors, and Trailers", means all used boats, motors, 
and trailers owned by the Company.  The Used Boats, Motors and Trailers 
shall be subject to a mutually agreeable value among the parties, but in 
no case shall any used inventory value exceed the current "wholesale 
value" as set forth in the most recent "Yellow" used boat guide or such 
other used boat reference as may be mutually agreeable. 
 
B.	 Purchase and Sale of Company Shares.

1.	 Basic Transaction.  On and subject to the terms and 
conditions of this Agreement, the Buyer agrees to purchase from the 
Seller, and the Seller agrees to sell to the Buyer, all of his Shares for 
the consideration specified in paragraph 2.2.  Notwithstanding the 
foregoing, however, immediately prior to the Closing (i) the Company will 
assign to the Seller, or an Affiliate of the Seller, the Excluded Assets 
(listed on Exhibit "B"), to which the Buyer shall have no right, title or 
interest following this transaction, and (ii) the Company shall assign to 
the Seller, or an Affiliate of the Seller, and the Seller or its 
Affiliate shall assume, the Excluded Liabilities (listed on Exhibit "C"), 
under which neither the Buyer nor the Company will be obligated or have 
any Liability whatsoever.   

2.	Purchase Price.  The Buyer agrees to deliver the following 
to the Seller at the Closing:

a.	$181,000 in cash, by wire transfer or cashier's check;

b.	A promissory note (the "Buyer Note") in the form of 
Exhibit "E" attached hereto, in the principal amount of 
$19,000 and payable to the Seller; and

c.	A number of newly issued shares of Travis Parent Stock 
equal to (i) the Net Asset Value (as set forth on Exhibit 
"D") plus $380,000 (ii) divided by $16.72.  Fractional 
shares shall be rounded up if the fraction is .50 or 
greater.

The consideration set forth above is hereinafter referred to as the 
"Purchase Price".    The Purchase Price shall be subject to adjustment as 
set forth in paragraph 2.5 hereof.

3.	 The Closing.  The closing of the transactions 
contemplated by this Agreement (the  "Closing" ) shall take place at the 
offices of the Company in Ft. Walton Beach, Florida, at mutually 
agreeable time, on the first business day following the satisfaction or 
waiver of all conditions to the obligations of the Parties to consummate 
the transactions contemplated hereby (other than conditions with respect 
to actions the respective Parties will take at the Closing itself) or 
such other date as the Buyer and the Seller may mutually determine (the 
"Closing Date"); provided, however, that the Closing shall be effective 
as of September 30, 1997.
 
4.	 Deliveries at the Closing.  At the Closing, (i) the 
Seller will deliver to the Buyer the various certificates, instruments, 
and documents referred to in paragraph 6.1 below, (ii) the Buyer will 
deliver to the Seller the various certificates, instruments, and 
documents referred to in  paragraph 6.2 below, (iii) the Seller will 
deliver to the Buyer stock certificates representing all of his or its 
Shares, properly endorsed or accompanied by duly executed assignment 
documents for transfer to Buyer free and clear of all Security Interests, 
claims, proxies, voting trusts, voting agreements, or other restrictions, 
and (iv) the Buyer will deliver the Purchase Price to the Seller.

5.	Post Closing Adjustments.  The Purchase Price shall be 
adjusted following the Closing based on the matters set forth below.  
Such adjustments shall be payable by Seller to the Buyer or by Buyer to 
Seller, as applicable, within 30 days following the submission of 
documentation describing in reasonable detail the factual basis of the 
adjustment:

a) 	The Purchase Price shall be adjusted by the amount by 
which the Net Asset Value determined as of the Closing Date is less 
than or greater than $988,674; and

b)	The Purchase Price shall be adjusted by the dollar 
amount of any Adverse Consequences.

c)	The purchase price shall be adjusted to reflect 
amounts collected for the Accounts Receivable pursuant to the 
provisions of Section 6.9 hereof.  

C.	 Representations and Warranties Concerning the Transaction.
 
1.	 Representations and Warranties of the Seller. The Seller 
represents and warrants to the Buyer that the statements contained in 
this paragraph 3.1 are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing Date (as 
though made then and as though the Closing Date were substituted for the 
date of this Agreement throughout this paragraph 3.1 with respect to 
himself), except as set forth in schedule 1 attached hereto.
 
    a)       Authorization of Transaction.  The Seller has full power 
and authority to execute and deliver this Agreement and to perform 
his obligations hereunder. This Agreement constitutes the valid and 
legally binding obligation of the Seller, enforceable in accordance 
with its terms and conditions. The Seller need not give any notice 
to, make any filing with, or obtain any authorization, consent, or 
approval of any government or governmental agency in order to 
consummate the transactions contemplated by this Agreement.
 
    b)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restriction of any government, governmental agency, 
or court to which the Seller is subject, or (ii) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under  any 
agreement, contract, lease, license, instrument, or other 
arrangement to which the Seller is a party or by which he is bound 
or to which any of his assets are subject.
 
    c)       Brokers' Fees.  Except as described in paragraph 4.4 of 
the Disclosure Schedule, the Seller has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  
 
    d)       Company Shares.  The Seller holds of record and owns 
beneficially 100% of the Shares of the Company, free and clear of 
any restrictions on transfer (other than any restrictions under the 
Securities Act and state securities laws), Taxes, Security 
Interests, options, warrants, purchase rights, contracts, 
commitments, equities, claims, and demands. The Seller is not a  
party to any option, warrant, purchase right, or other contract or 
commitment that could require the Seller to sell, transfer, or 
otherwise dispose of any capital stock of the Company (other than 
this Agreement). The Seller is not a party to any voting trust, 
proxy, or other agreement or understanding with respect to the 
voting of any capital stock of the Company.  The Seller owns all of 
the outstanding shares of capital stock of the Company.
 
    e)      The Seller represents and warrants that (i) all Excluded 
Assets have been transferred or assigned from the Company to the 
Seller or Affiliates of the Seller, (iii) that the Excluded 
Liabilities have been assumed by the Seller, or an Affiliate of the 
Seller, without recourse to the Buyer, the Company or Travis Parent, 
(ii) that the pre-Closing Sales of the Company (the "Pre-Closing 
Sales") have been completed in accordance with the detailed 
description of the Pre-Closing Sales set forth on Exhibit "F" 
hereto, and (iii) that the consideration paid in each of the Pre-
Closing Sales set forth in Exhibit "E" is equal to the fair market 
value of the asset sold. 

    (f)     The Seller currently does not own any interest in, 
operate, or serve as an officer, director, guarantor or shareholder 
of, any business, or have any plans to engage in any of such 
actions, that will compete directly or indirectly against the 
Company or the Buyer, within a 250 mile radius of Ft. Walton Beach, 
Florida, or within a 250 mile radius of Key Largo, Florida.

2.	Representations and Warranties of the Buyer.  The Buyer 
represents and warrants to the Seller that the statements contained in 
this paragraph 3.2  are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing Date (as 
though made then and as though the Closing Date were substituted for the 
date of this Agreement throughout this paragraph 3.2, except as set forth 
in schedule 2 attached hereto.
 
    a)       Organization of the Buyer.  The Buyer is a corporation 
validly existing, and in good standing under the laws of the State 
of Texas. 
 
    b)       Authorization of Transaction.  The Buyer has full power 
and authority (including full corporate power and authority) to 
execute and deliver this Agreement and to perform its obligations 
hereunder. This Agreement constitutes the valid and legally  binding 
obligation of the Buyer, enforceable in accordance with its terms 
and conditions. Other than as contemplated by the registration of 
the Travis Parent Stock, the Buyer need not give any notice to, make 
any filing with, or obtain any authorization, consent, or approval 
of any government or governmental agency in order to consummate the 
transactions contemplated by this Agreement.
 
    c)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restrict ion of any government, governmental 
agency, or court to which the Buyer is subject or any provision of 
its charter or bylaws or (ii) conflict with, result in a breach of, 
constitute a default under, result in the acceleration  of, create 
in any party the right to accelerate, terminate, modify, or cancel, 
or require any notice under any agreement, contract, lease, license, 
instrument, or other arrangement to which the Buyer is a party or by 
which it is bound or to which any of  its assets is subject.
 
    d)       Brokers' Fees.  The Buyer has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  

    e)      Travis Parent Stock.  The Travis Parent Stock to be 
issued to the Seller will be issued free and clear of any 
restrictions on transfer (other than any restrictions under the 
Securities Act or state securities laws), Taxes, Security Interest, 
Options, warrants, purchase rights, contracts, commitments, 
equities, claims and demands.

    f)      Independent Investigation.  Buyer acknowledges that 
in the determination to purchase the Shares from the Seller, Buyer 
has made its own independent investigation as to the Company and as 
to the Seller.  Further, Buyer confirms that except for those 
covenants, representations and warranties specifically enumerated 
herein and any schedules delivered pursuant to this Agreement, no 
representation or warranties related to the affairs or condition of 
the Company or the Seller (of any kind of nature, legal, financial, 
or otherwise), have been made by Buyer to Seller, or anyone acting 
on behalf of Seller.

D.	Representations and Warranties Concerning the Company.  The 
Seller represents and warrants to the Buyer that the statements contained 
in this part are correct and complete as of the date of this Agreement 
and will be correct and complete as of the Closing Date (as though made 
then and as though the Closing Date were substituted for the date of this 
Agreement throughout this part), except as set forth in the disclosure 
schedule delivered by the Seller to the Buyer on the date hereof and 
initialed by the Parties (the  "Disclosure Schedule" ). Nothing in the 
Disclosure Schedule shall be deemed adequate to disclose an exception to 
a representation or warranty made herein, however, unless the Disclosure 
Schedule identifies the exception with particularity and describes the 
relevant facts in  detail. Without limiting the generality of the 
foregoing, the mere listing (or inclusion of a copy) of a document or 
other item shall not be deemed adequate to disclose an exception to a 
representation or warranty made herein (unless the  representation or 
warranty has to do with the existence of the document or other item 
itself). The Disclosure Schedule will be arranged in paragraphs 
corresponding to the lettered and numbered paragraphs contained in this 
part 4.
 
1.	Organization, Qualification, and Corporate Power. The 
Company is a corporation duly organized, validly existing, and in good 
standing under the laws of the State of Florida.  The Company is duly 
authorized to conduct business and is  in good standing under the laws of 
each jurisdiction where such qualification is required. The Company has 
full corporate power and authority and all licenses, permits, and 
authorizations necessary to carry  on the businesses in which it is 
engaged and in which it presently proposes to engage and to own and use 
the properties owned and used by it.  Paragraph 4.1 of the Disclosure 
Schedule lists the directors and officers of the Company. The Seller have 
delivered to the Buyer correct and complete copies of the charter and 
bylaws of the Company (as amended to date). The Company is not in default 
under or in violation of any provision of its charter or bylaws.
 
2.	Capitalization.  The entire authorized capital stock of 
Company consists of 1,000 Shares, of which 1,000 Shares are issued and 
outstanding and 0 Company Shares are held in treasury. All of the  issued 
and outstanding Shares have been duly authorized, are validly issued, 
fully paid, and nonassessable, and are held of record by the respective 
Seller as set forth in paragraph 4.2 of the Disclosure Schedule. There 
are no outstanding or authorized options, warrants, purchase rights, 
subscription rights, conversion rights, exchange rights, or other 
contracts or commitments that could require the Company to issue, sell, 
or otherwise cause to become outstanding any of its capital stock. There 
are no out standing or authorized stock appreciation, phantom stock, 
profit participation, or similar rights with respect to the Company. 
There are no voting trusts, proxies, or other agreements or 
understandings with respect to the voting of the capital stock of the 
Company.
 
3.	Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (i) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other  
restriction of any government, governmental agency, or court to which the 
Company is subject or any provision of the charter or bylaws of the 
Company or (ii) conflict with, result in a breach of, constitute a 
default under, result in the acceleration of, create in any party the 
right to accelerate, terminate, modify, or cancel, or require any notice 
under any agreement, contract, lease, license, instrument, or other 
arrangement to which the Company is a party or by which it is bound or to 
which any of its assets is subject (or result in the imposition of any 
Security Interest upon any of its assets). The Company does not need to 
give any  notice to, make any filing with, or obtain any authorization, 
consent, or approval of any government or governmental agency in order 
for the parties to consummate the transactions contemplated by this 
Agreement.
 
4.	Brokers' Fees.  Except as set forth on paragraph 4.4 of 
the Disclosure Schedule, the Company has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect 
to the transactions contemplated by this Agreement.
 
5.	Title to Assets.  The Company has exclusive, good and 
marketable title to the Assets, or a valid leasehold interest in the 
properties used by them.  The Assets are free and clear of all Security 
Interests, except as listed on paragraph 4.5 of the Disclosure Schedule.  
Except as set forth in paragraph 4.5 of the Disclosure Schedule, none of 
the Assets are leased by the Company from any third parties.
 
6.	Subsidiaries. The Company has no subsidiaries.
 
7.	Financial Statements.  Attached hereto as Exhibit "G" are 
the following financial statements (collectively the  "Financial 
Statements" ): (i) unaudited balance sheets and statements of income, 
changes in stockholders' equity, and cash flow as of and for the fiscal 
years ended June 30, 1995, 1996 and 1997 (hereinafter referred to as the  
"Most Recent Fiscal Year End, ) for the Company.  The Financial 
Statements (including the notes thereto, if any) have been prepared in 
accordance with the cash basis of accounting, applied on a consistent 
basis throughout the periods covered thereby, present fairly the 
financial condition of the Company as of such dates and the results of 
operations of the Company for such periods, are correct and complete, and 
are consistent with the books and records of the Company (which books and 
records are correct and complete).  
 
8.	Events Subsequent to Most Recent Fiscal Year End.  Except 
as described in Exhibit "F" and in paragraph 4.8 of the Disclosure 
Schedule, since the Most Recent Fiscal Year End, there has not been any 
material adverse change in the business, financial condition, operations, 
results of operations, or future prospects of the Company. Without 
limiting the generality of the foregoing, since that date:
 
    a)      the Company has not sold, leased, transferred, or assigned 
any of its assets, tangible or intangible, other than for a fair 
consideration in the Ordinary Course of Business;
 
    b)      the Company has not entered into any agreement, contract, 
lease, or license (or series of related agreements, contracts, 
leases, and licenses) either involving more than $50,000 or outside 
the Ordinary Course of Business;
 
    c)      no party (including the Company) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and 
licenses) to which the Company is a party or by which the Company is 
bound, other than any agreement listed as an Excluded Liability;
 
    d)      the Company has not imposed any Security Interest upon any 
of its assets, tangible or intangible;
 
    e)      the Company has not made any single capital expenditure 
(or series of related capital expenditures) either involving more 
than $150,000 or outside the Ordinary Course of Business;
 
    f)      the Company has not made any capital investment in, any 
loan to, or any acquisition of the securities or assets of, any 
other Person (or series of related capital investments, loans, and 
acquisitions) either involving more than $150,000 or outside the  
Ordinary Course of Business;
 
    g)      the Company has not issued any note, bond, or other debt 
security or created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money or capitalized lease obligation;
 
    h)      the Company has not delayed or postponed the payment of 
accounts payable and other Liabilities outside the Ordinary Course 
of Business;
 
    i)      the Company has not canceled, compromised, waived, or 
released any right or claim (or series of related rights and claims) 
either involving more than $20,000 or outside the Ordinary Course of 
Business;
 
    j)      the Company has not granted any license or sublicense of 
any rights under or with respect to any Intellectual Property;
 
    k)      there has been no change made or authorized in the charter 
or bylaws of the Company;
 
    l)      the Company has not issued, sold, or otherwise disposed of 
any of its capital stock, or granted any options, warrants, or other 
rights to purchase or obtain (including upon conversion, exchange, 
or exercise) any of its capital stock;
 
    m)      the Company has not declared, set aside, or paid any 
dividend or made any distribution with respect to its capital stock 
(whether in cash or in kind) or redeemed, purchased, or otherwise 
acquired any of its capital stock;
 
    n)      the Company has not experienced any material damage, 
destruction, or loss (whether or not covered by insurance) to its 
property;
 
    o)      the Company has no outstanding loans to any of  its 
directors, officers, and employees outside the Ordinary Course of 
Business and the Company is currently not a party to a transaction 
with any of its directors, officers or employees outside the 
Ordinary Course of Business;
 
    p)      the Company has not entered into any employment contract 
or collective bargaining agreement, written or oral, or modified the 
terms of any existing such contract or agreement;
 
    q)      the Company has not granted any increase in the base 
compensation of any of its directors, officers, and employees 
outside the Ordinary Course of Business;
 
    r)      the Company has not adopted, amended, modified, or 
terminated any bonus, profit-sharing, incentive, severance, or other 
plan, contract, or commitment for the benefit of any of its 
directors, officers, and employees (or taken any such action with 
respect to any other Employee Benefit Plan);
 
    s)      the Company has not made any other change in employment 
terms for any of its directors, officers, and employees outside the 
Ordinary Course of Business;
 
    t)      the Company has not made or pledged to make any charitable 
or other capital contribution outside the Ordinary Course of 
Business;
 
    u)      there has not been any other material occurrence, event, 
incident, action, failure to act, or transaction outside the 
Ordinary Course of Business  involving the Company; and
 
    v)      the Company has not committed to any of the foregoing.
 
9.	Undisclosed Liabilities.  Except as described on 
paragraph 4.9 of the Disclosure Schedule, neither the Seller nor the 
Company has any knowledge of any Liability of the Company that is not 
fully and accurately reflected on the Most Recent Financial Statements 
(and neither the Seller nor the Company has any knowledge of any Basis 
for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability).
 
10.	Legal Compliance. The Company and its predecessors and 
Affiliates has complied with all applicable laws (including rules, 
regulations, codes, plans, injunctions, judgments, orders, decrees, 
rulings, and charges thereunder) of federal, state, local, and foreign 
governments (and all agencies thereof), and no action, suit, proceeding, 
hearing, investigation, charge,  complaint, claim, demand, or notice has 
been filed or commenced against any of them alleging any failure so to 
comply.
 
11.	Tax Matters.

    a)      The Company has filed all Tax Returns that it was required 
to file. All such Tax Returns were correct and complete in all 
respects. All Taxes owed by the Company (whether or not shown on any 
Tax Return) have been paid. The Company currently is not the 
beneficiary of any extension of  time within which to file any Tax 
Return. No claim has ever been made by an authority in a 
jurisdiction where the Company does not file Tax Returns that it is 
or may be subject to taxation by that jurisdiction. There are no 
Security Interests on any of the assets of the Company that arose in 
connection with any failure (or alleged failure) to pay any Tax.
 
    b)      The Company has withheld and paid all Taxes required to 
have been withheld and paid in connection with amounts paid or owing 
to any employee, independent contractor, creditor, stockholder, or 
other third party.
 
    c)      No Seller or director or officer (or employee responsible 
for Tax matters) of the Company expects any authority to assess any 
additional Taxes for any period for which Tax Returns have been 
filed. There is no dispute or claim concerning any Tax Liability of 
the Company either (i) claimed or raised by any authority in writing 
or (ii) as to which the Seller and the directors and officers (and 
employees responsible for Tax matters) of the Company has Knowledge 
based upon personal contact with any agent of such authority.  Such 
disclosure also indicates those Tax Returns that have been audited 
and indicates those Tax Returns that currently are the subject of 
audit. The Seller has delivered to the Buyer correct and complete 
copies of all federal income Tax Returns, examination reports, and 
statements of deficiencies assessed against or agreed  to by the 
Company since December 31, 1992.
 
    d)      The Company has not waived any statute of limitations in 
respect of Taxes or agreed to any extension of time with respect to 
a Tax assessment or deficiency.
 
    e)      The Company has not filed a consent under Code Sec. 341(f) 
concerning collapsible corporations. The Company has not made any 
payments, is obligated to make any payments, or is a party to any 
agreement that under certain circumstances could obligate it to make 
any payments that will not be deductible under Code Sec. 280G. The 
Company has not been a United States real property holding 
corporation within the meaning of Code Sec. 897(c)(2) during the 
applicable period specified in Code Sec. 897(c)(1)(A)(ii). The 
Company has disclosed on its federal income Tax Returns all 
positions taken therein that could give rise to a substantial 
understatement of federal income Tax within the meaning of Code Sec. 
6662. The Company is not a party to any Tax allocation or sharing 
agreement. The Company (A) has not been a member of an Affiliated 
Group filing a consolidated  federal income Tax Return (other than a 
group the common parent of which was the Company) or (B) has no 
Liability for the Taxes of any Person (other than the Company) under 
Treas. Reg. 1.1502-6 (or any similar provision of state,  local, or 
foreign law), as a transferee or successor, by contract, or 
otherwise.
  
    f)      Paragraph 4.11 of the Disclosure Schedule sets forth the 
following information with respect to the Company) as of the most 
recent practicable date (i) the basis of the Company in its assets; 
and (ii) the amount of any net operating loss, net capital loss, 
unused investment or other credit, unused foreign tax, or excess  
charitable contribution allocable to the Company.
 
    g)      The unpaid Taxes of the Company (i) did not, as of the 
Closing Date, exceed the reserve for Tax Liability (rather than any 
reserve for deferred Taxes established to reflect timing differences 
between book and Tax  income) set forth on the face of the Most 
Recent Balance Sheet (rather than in any notes thereto) and (ii) do 
not exceed that reserve as adjusted for the passage of time through 
the Closing Date in accordance with the past custom and practice of 
the Company in filing their Tax Returns (collectively the "Tax 
Reserve").
 
12.	Real Property.

a)	The Company does not own any real property, except 
leasehold improvements, or any interest in any entities that own 
real property.

b)	As of the Closing Date, the Company is not a party to 
any  lease for real property.

c)	At the Closing, the Company will enter into a triple 
net lease (i) with Paul J. Roberts, the Seller and Frederic Pace, 
DBA Adventure Marine Real Estate Partnership and Adventure Marine 
Real Estate, Inc. for the properties associated with the Business 
located in Ft. Walton Beach, Florida, as specifically described in 
the lease for such properties, a signed copy of which is included in 
Paragraph 4.12 of the Disclosure Schedule, and (ii) with 
[____________] for the property known as the "Kettles Property" 
specifically described in the lease for such properties, a signed 
copy of which is included in Paragraph 4.12 of the Disclosure 
Schedule.

13.	Intellectual Property.

a)	The Company does not own, except through common law 
rights, or have the right to use pursuant to license, sublicense, 
agreement, or permission, any Intellectual Property.
 
b)	The Company has not interfered with, infringed upon, 
misappropriated, or otherwise come into conflict with any 
Intellectual Property rights of third parties, and none of the 
Seller and the directors and officers (and employees with 
responsibility for Intellectual Property matters) of the Company has 
ever received any charge, complaint, claim, demand, or notice 
alleging any such interference, infringement, misappropriation, or 
violation (including  any claim that the Company must license or 
refrain from using any Intellectual Property rights of any third 
party). To the Knowledge of any of the Seller and the directors and 
officers (and employees with responsibility for Intellectual 
Property matters) of the Company, no third party has interfered 
with, infringed upon, misappropriated, or otherwise come into 
conflict with the Intellectual Property rights of the Company, if 
any.
 
c)	 Paragraph 4.13 of the Disclosure Schedule identifies 
each trade name or unregistered or registered trademark used by any 
of the Company in connection with any of its businesses.
 
14.	Tangible Assets.  The Company owns or leases all 
buildings, machinery, equipment, and other tangible assets necessary for 
the conduct of their businesses as presently conducted and as presently 
proposed to be conducted.
 
15.	 Condition of Assets.  All of the Assets of the Company, 
including without limitation the New Boats, Motors, and Trailers, Used 
Boats, Motors and Trailers, Accessories, Parts and Miscellaneous Assets, 
are merchantable and fit for the purpose for which it was procured or 
manufactured and are in good repair.  The value of the Assets as detailed 
on Exhibit "D", hereto has been jointly established by the parties as the 
fair market thereof and neither party disagrees with such values.
 
16.	 Contracts.   Paragraph 4.16 of the Disclosure Schedule 
lists all of the contracts and other agreements to which any of the 
Company is a party pursuant to which the Company is obligated, on an 
annual basis, for payments or commitments in excess of $25,000, including 
without limitation all Boat Show Rights.  A correct and complete copy of 
each written agreement listed in paragraph 4.16 of the Disclosure 
Schedule (as amended to date) and a written summary setting forth the 
terms and conditions of each oral agreement referred to in paragraph 4.16 
of the Disclosure Schedule is attached as an exhibit to the Disclosure 
Schedules. With respect to each such agreement: (i) the agreement is 
legal, valid, binding, enforceable, and in full force and effect; (ii) 
the agreement will continue to be legal, valid, binding, enforceable, and 
in full force and effect on identical terms following the consummation of 
the trans actions contemplated hereby; (iii) no party is in breach or 
default, and no event has occurred which with notice or lapse of time 
would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (iv) no party has 
repudiated any provision of the agreement.  This paragraph specifically 
excludes any and all retail contracts.
 
17.	Notes and Accounts Receivable.  To the Seller's and the 
Company's Knowledge, all notes and accounts receivable of the Company are 
reflected properly on the books and records, were incurred in the 
ordinary course of business, are not subject to setoffs or counterclaims, 
and are current and collectible, and will be collected in accordance with 
their terms at their recorded amounts.  All Current Accounts Receivable 
are aged less than 60 days as of the Closing Date and are not due from 
the Seller or affiliates of the Seller or the Company.
 
18.	Powers of Attorney.  There are no outstanding powers of 
attorney executed on behalf of the Company.
 
19.	Insurance.  Paragraph 4.19 of the Disclosure Schedule sets 
forth the following information with respect to each insurance policy 
(including policies providing property, casualty, liability, and workers' 
compensation coverage and bond and surety arrangements) to which the 
Company has been a party, a named insured, or otherwise the beneficiary 
of coverage at any time within the past two years:
 
    (i)     the name, address, and telephone number of the agent;
 
    (ii)    the name of the insurer, the name of the 
policyholder, and the name of each covered insured;
 
    (iii)   the policy number and the period of coverage;
 
    (iv)    the scope (including an indication of whether 
the coverage was on a claims made, occurrence, or other basis) and 
amount (including a description of how deductibles and ceilings are 
calculated and operate) of  coverage; and
 
    (v)     a description of any retroactive premium adjustments 
or other loss-sharing arrangements.
 
With respect to each such insurance policy:  (A) the Company is not in 
breach or default (including with respect to the payment of premiums or 
the giving of notices), and no event has occurred which, with notice or 
the lapse of time, would constitute such a breach or default, or permit 
termination, modification, or acceleration, under the policy; and (B) the 
Company has paid all premiums through the Closing Date.  The Company has  
been covered during the past 10 years by insurance in scope and amount 
customary and reasonable for the businesses in which it has engaged 
during such period. The Company has no self-insurance arrangements.
 
20.	Litigation.  Paragraph 4.20 of the Disclosure Schedule 
sets forth each instance in which the Company (i) is subject to any 
outstanding injunction, judgment, order, decree, ruling, or charge or 
(ii) is a party or, to the Knowledge of any of the Seller and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company, is threatened to be made a party to any action, 
suit, proceeding, hearing, or investigation of, in, or before any court 
or quasi-judicial or administrative agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator. None of the actions, 
suits, proceedings, hearings, and investigations set forth in paragraph 
4.20 of the Disclosure Schedule could result in any adverse change in the 
business, financial condition, operations,  results of operations, or 
future prospects of any of the Company. None of the Seller and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company has any reason to believe that any such action, 
suit, proceeding, hearing, or investigation may be brought or threatened 
against of the Company.
 
21.	Product Warranty.  Each product manufactured, sold, 
leased, or delivered by any of the Company has been in conformity with 
all applicable contractual commitments and all express and implied 
warranties, and the Company has no Liability (and to its knowledge there 
is no Basis for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability) for replacement or repair thereof or other 
damages in connection therewith. No product manufactured, sold, leased, 
or delivered by the Company is subject to any guaranty, warranty, or 
other indemnity beyond the applicable standard terms and conditions of 
sale or lease.  Paragraph 4.21 of the Disclosure Schedule includes copies 
of the standard terms and conditions of sale or lease for the Company 
(containing applicable guaranty, warranty, and indemnity provisions).
 
22.	Product Liability.  The Company has no Liability (and 
there is no Basis for the present or future action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand against any 
of them giving rise to any Liability) arising out of any injury to 
individuals or property as a result of the ownership, possession, or use 
of any product manufactured, sold, leased, or delivered by any of the 
Company. 

23.	Employees.  To the Knowledge of any of the Seller and the 
directors and officers (and employees with responsibility for employment 
matters) of the Company, and except as contemplated by this Agreement, no 
executive, key employee, or group of employees has any plans to terminate 
employment with the Company.  The Company is not a party to or bound by 
any collective bargaining agreement, nor has it experienced any strikes, 
grievances, claims of unfair labor practices, or other collective 
bargaining disputes. The Company has not committed any unfair labor 
practice. None of the Seller and the directors and officers (and  
employees with responsibility for employment matters) of the Company has 
any Knowledge of any organizational effort presently being made or 
threatened by or on behalf of any labor union with respect to employees 
of any of the Company.  Paragraph 4.23 of the Disclosure Schedule 
includes a complete and correct list of the names and positions of all of 
the employees of the Company, including a detailed description of the 
compensation paid to each such employee, including all benefits.

24.	Employee Benefits.

    a)      Paragraph 4.24 of the Disclosure Schedule lists each 
Employee Benefit Plan that any of the Company and the Controlled 
Group of Corporations which includes the Company (here, 
collectively, the "Company ERISA Group") maintains or to which any 
member of the Company ERISA Group has ever contributed.  With 
respect to such Employee Benefit Plan(s):
 
         (1)     Each such Employee Benefit Plan (and each related 
trust, insurance contract, or fund) complies in form and in 
operation in all respects with the applicable requirements of 
ERISA, the Code, and other applicable laws, including, without 
limitation, the nondiscrimination requirements of Section 125 
of the Code.  None of the  Employee Benefit Plans is an 
Employee Pension Benefit Plan nor has the Company ERISA Group 
maintained or contributed to an Employee Pension Benefit Plan 
subsequent to 1991.
 
         (2)     All required reports and descriptions have been filed 
or distributed appropriately with respect to each such Employee 
Benefit Plan. Without limitation, the requirements of Part 6 of 
Subtitle B of Title I of ERISA, of Code Sec. 4980B, and of the 
applicable provisions of the Health Insurance Portability and 
Accountability Act of 1996 have been met with respect to each 
such Employee Benefit Plan which is an Employee Welfare Benefit 
Plan.
 
         (3)     The Seller has delivered to the Buyer correct and 
complete copies of the plan documents and summary plan 
descriptions, the most recent Form 5500 Annual Report, and all  
related trust agreements (if any), contracts (including without 
limitation insurance contracts), and other material agreements 
which implement each such Employee Benefit Plan.

         (4)     The Company and the Sellers have no Liability for 
breach of fiduciary duty or any other failure  to act or comply 
in connection with the administration, or investment of the 
assets, of any such Employee Benefit Plan.  No action, suit, 
proceeding, hearing, or investigation with respect to the 
administration or the investment of the assets of any such 
Employee Benefit Plan (other than routine claims for benefits) 
is pending or, to the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for 
employee benefits matters) of the Company ERISA Group 
threatened. None of the Sellers  and the directors and officers 
(and employees with responsibility for employee benefits 
matters) of the Company ERISA Group has any Knowledge of any 
Basis for any such action, suit, proceeding, hearing, or 
investigation.
 
    b)      None of the Company ERISA Group maintains or ever has 
maintained or contributes, ever has contributed, or ever has been 
required to contribute to any Employee Welfare Benefit Plan 
providing medical, health, or life insurance or other welfare-type 
benefits for current or future retired or terminated employees, 
their spouses, or their dependents (other than in accordance with 
Code Sec. 4980B).
 
25.	Guaranties. The Company is not a guarantor or otherwise is 
liable for any Liability or obligation (including indebtedness) of any 
other Person.
 
26.	Environment, Health, and Safety. 

    a)      To the Seller's and the Company's Knowledge, the Company, 
and its predecessors and Affiliates have complied with all 
Environmental, Health, and Safety Laws.  No action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice  has been filed or  commenced against any of them 
alleging any failure so to comply. Without limiting the generality 
of the preceding sentence, to the Seller's and the Company's 
Knowledge, each of the Company and its respective predecessors and 
Affiliates has obtained and been in compliance with all of the terms 
and conditions of all  permits, licenses, and other authorizations 
which are required under, and has complied with all other 
limitations, restrictions, conditions, standards, prohibitions, 
requirements, obligations, schedules, and timetables  which are 
contained in, all Environmental, Health, and Safety Laws.
 
    b)      To the Seller's and the Company's Knowledge, the Company 
has no Liability (and none of the Company and its predecessors and 
Affiliates has handled or disposed of any substance, arranged for 
the disposal of any substance, exposed any employee or other 
individual to any substance or condition, or owned or operated any 
property or facility in any manner that could form the Basis for any 
present or future action, suit, proceeding, hearing, investigation, 
charge, complaint, claim, or demand against the Company giving rise 
to any Liability) for damage to any site, location, or body of water 
(surface or subsurface), for any illness of or personal injury to 
any employee or other individual, or for any reason under any 
Environmental, Health, and Safety Law.
 
27.	Disclosure.  The representations and warranties contained 
in this part 4 do not contain any untrue statement of a material fact or 
omit to state any material fact necessary in order to make the statements 
and information contained in this part 4 not misleading.

E.	Pre-Closing Covenants.  The Parties agree as follows with 
respect to the period between the execution of this Agreement and the 
Closing.  

1.	General.  Each of the parties will use reasonable efforts 
to take all action and to do all things necessary in order to consummate 
and make effective the transactions contemplated by this Agreement 
(including satisfaction, but not waiver, of the closing conditions set 
forth in part 7 below).

2.	Notices and Consents.  The Sellers will cause the Company 
to give any notices to third parties, and will cause the Company to use 
commercially reasonable efforts to obtain any third-party consents 
required in connection with the transactions contemplated hereby.  

3.	Operation of Business.  The Sellers will not cause or 
permit the Company to engage in any practice, take any action, or enter 
into any transaction outside the Ordinary Course of Business.  Without 
limiting the generality of the foregoing, the Sellers will not cause or 
permit the Company to declare, set aside, or pay any dividend or make any 
distribution with respect to its capital stock or redeem, purchase, or 
otherwise acquire any of its capital stock, or otherwise engage in any 
practice, take any action, or enter into any transaction of the sort 
described in paragraph 4.8 above, except as contemplated by the Pre-
Closing Sales described in Exhibit "F".  

4.	Preservation of Business.  Other than reductions in the 
inventory pursuant to the Buyer's request, the Sellers will cause the 
Company to keep its business and properties substantially intact, 
including its present operations, physical facilities, working 
conditions, and relationships with lessors, licensors, suppliers, 
customers, and employees.

5.	Full Access.  The Seller will permit, and the Seller will 
cause the Company to permit, representatives of the Buyer to have full 
access at all reasonable times, and in a manner so as not to interfere 
with the normal business operations of the Company, to all premises, 
personnel, books, records (including Tax records), contracts, and 
documents of or pertaining to the Company.  

6.	Notice of Developments.  The Seller will give prompt 
written notice to the Buyer of any material adverse development causing a 
breach of any of the representations and warranties in part 4 above.  
Each Party will give prompt written notice to the others of any material 
adverse development causing a breach of any of his or its own 
representations and warranties in part 3 above.  No disclosure by any 
Party pursuant to this paragraph 5.6, however, shall be deemed to amend 
or supplement the Disclosure Schedule or to prevent or cure any 
misrepresentation, breach of warranty, or breach of covenant.  

7.	Exclusivity.  Except as contemplated by the Pre-Closing 
Sales, the Seller will not (and the Seller will not cause or permit the 
Company to) (i) solicit, initiate, or encourage the submission of any 
proposal or offer from any Person relating to the acquisition of any 
capital stock or other voting securities, or any substantial portion of 
the assets of the Company (including any acquisition structured as a 
merger, consolidation, or share exchange) or (ii) participate in any 
discussions or negotiations regarding, furnish any information with 
respect to, assist or participate in, or facilitate in any other manner 
any effort or attempt by any Person to do or seek any of the foregoing.  
The Seller will not vote his Shares in favor of any such acquisition 
structured as a merger, consolidation, or share exchange.  The Seller 
will notify the Buyer immediately if any Person makes any proposal, 
offer, inquiry, or contact with respect to any of the foregoing.  
 
F.	Post-Closing Covenants.  The Parties agree as follows with 
respect to the period following the Closing.
 
1.	General.  In case at any time after the Closing any 
further action is necessary or desirable to carry out the purposes of 
this Agreement, each of the parties will take such further action 
(including the execution and delivery of such further instruments and 
documents) as any other party reasonably may request, all at the sole 
cost and expense of the requesting party (unless the requesting party is 
entitled to indemnification therefor under part 8 below). The Seller 
acknowledges and agrees that from and after the Closing the Buyer will be 
entitled to possession of all documents, books, records (including Tax 
records), agreements, and financial data of any sort relating to the 
Company.  The Buyers agree to take reasonable steps to safekeep such 
records.
 
2.	Litigation Support.  In the event and for so long as any 
Party actively is contesting or defending against any action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, or demand 
in connection with (i) any transaction contemplated under this Agreement 
or (ii) any fact, situation, circumstance, status, condition, activity, 
practice, plan, occurrence, event, incident, action, failure to act, or 
transaction on or prior to the Closing Date involving the Company, each 
of the other Parties will  cooperate with him or it and his or its 
counsel in the contest or defense, make available their personnel, and 
provide such testimony and access to their books and records as shall be 
necessary in connection with the contest or defense, all at the sole cost 
and expense of the contesting or defending Party (unless the contesting 
or defending Party is entitled to indemnification therefor under 
paragraph 8 below).
 
3.	Transition.  The Seller will not take any action that is 
designed or intended to have the effect of discouraging any lessor, 
licensor, customer, supplier, or other business associate of the Company 
from maintaining the same business relationships with the Company after 
the Closing as it maintained with the Company prior to the Closing. The 
Seller will refer all customer inquiries relating to the businesses of 
the Company to the Buyer from and after the Closing.
 
4.	Confidentiality.  The Seller will treat and hold as such 
all of the Confidential Information, refrain from using any of the 
Confidential Information except in connection with this Agreement, and 
deliver promptly to the Buyer or destroy, at the request and option of 
the Buyer, all tangible  expressions (and all copies) of the Confidential 
Information which are in his or its possession. In the event the Seller 
is requested or required (by oral question or request for information or 
documents in any legal proceeding, interrogatory, subpoena, civil 
investigative demand, or similar process) to disclose any Confidential 
Information, that Seller will notify the Buyer promptly of the request or 
requirement so that the Buyer may seek an appropriate protective order or 
waive compliance with the  provisions of this paragraph 6.4.  If, in the 
absence of a protective order or the receipt of a waiver hereunder, the 
Seller is, on the advice of counsel, compelled to disclose any 
Confidential Information to any tribunal or else stand liable for 
contempt, that Seller may disclose the Confidential Information to the 
tribunal; provided, however, that the disclosing Seller shall use his or 
its best efforts to obtain, at the reasonable request of the Buyer, an 
order or other assurance that confidential treatment will be accorded to 
such portion of the Confidential Information required to be disclosed as 
the Buyer shall designate. 
 
5.	Buyer Note.  The Buyer Note will bear a legend 
substantially in the following form:
 
THE PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS SUBJECT 
TO CERTAIN RIGHTS OF SET-OFF AS SET FORTH IN A STOCK PURCHASE 
AGREEMENT  DATED AS OF SEPTEMBER 30, 1997 (THE "PURCHASE 
AGREEMENT") AMONG THE ISSUER OF THIS NOTE AND THE ORIGINAL 
HOLDER HEREOF. THIS NOTE WAS ORIGINALLY ISSUED ON SEPTEMBER 30, 
1997, AND HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 
1933, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO 
CERTAIN RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT. THE 
ISSUER OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO 
THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST.

Each holder desiring to transfer a Buyer Note first must furnish the 
Buyer with (i) a written opinion of counsel satisfactory to the Buyer in 
form and substance satisfactory to the Buyer to the effect that the 
holder may transfer the Buyer Note as desired without registration under 
the Securities Act, and (ii) a written undertaking executed by the 
proposed transferee satisfactory to the Buyer in form and substance 
satisfactory to Buyer agreeing to be bound by the Set-Off provisions and 
the restrictions on transfer contained herein.
 
6.	Registration of Travis Parent Stock.  Travis Parent shall 
file a registration statement at its expense, on Form S-3 (the 
"Registration Statement,) within fifteen (15) business days after the 
Closing Date and shall use its reasonable efforts to have the 
Registration Statement declared effective by the Securities and Exchange 
Commission ("SEC"). The Seller agrees to cooperate and provide all 
required information for inclusion in the Registration Statement. The 
Buyer agrees that if the SEC does not, on or before March 31, 1998, 
declare the Registration Statement effective, and the failure to do so is 
a result of a circumstance or condition associated with the Buyer, which 
causes the SEC under current or then existing rules and regulations to 
postpone or prohibit the effectiveness of the Registration Statement, 
then the Buyer shall, upon receipt of the Travis Parent Stock from 
Seller, pay to the Seller an amount of cash equal to cash value of the 
Travis Parent Stock as of the Closing Date.  Without limiting the 
generality of the foregoing, the Buyer shall be under no obligation to 
pay cash to the Seller if the SEC does not declare the Registration 
Statement effective due to issues arising out of or in connection with 
the acquisition of the Company, the Company or Adventure Brokerage.

7.	Pre-Closing Sales.  The Seller agrees to fully indemnify 
and promptly reimburse the Buyer for any Liability incurred or expenses 
incurred by the Buyer arising out of or in connection with the Pre-
Closing Sales.  The Seller  agrees to cooperate fully with Buyer in 
connection with the defense of any such Liability and agree to provide 
Buyer access to all books and records related to the Pre-Closing Sales. 
This provision shall be in addition to the Buyers remedies set forth in 
part 8 and 9 hereof.

8.	Use of Name.  The Seller shall, and the Seller shall cause 
its Affiliates, to cease using the name "Adventure Marine" or any 
derivation thereof within six months of the Closing Date. 

9.	Accounts Receivable.  (a) The Buyer shall, in the manner 
provided in paragraph 6.9(b), promptly reimburse the Seller for any sums 
collected for Accounts Receivable in excess of 50% of the aggregate face 
amount of the Current Accounts Receivable.  In the event the Buyer is 
unable to collect 50% of the face amount of the Current Accounts 
Receivable within 120 days of the Closing Date, the Buyer may, among 
other remedies, exercise its right to Set-Off under the Buyer Note and 
the Other Buyer Notes  and/or seek indemnification pursuant to the terms 
of this Agreement.

(b)	On the tenth day of each month following the Closing 
Date, the Buyer shall deliver to The Seller an accounting which details 
the amount of Accounts Receivable collected by the Buyer in the previous 
month.  If the Buyer has collected in excess of 50% of the Current 
Accounts Receivable, the Buyer shall, at that time, reimburse Seller for 
all amounts not previously paid to Seller which Buyer has collected with 
respect to the Accounts Receivable in excess of 50% of the Current 
Accounts Receivable.  The Buyer agrees to use diligent efforts to collect 
the Accounts Receivable.  If, at any time after six months following the 
Closing Date, the Buyer has collected an amount in excess of 50% of all 
Current Accounts Receivable and the Buyer is unable to collect any of the 
Accounts Receivable, the Buyer shall, at the Seller's request, assign 
such uncollected Accounts Receivable to the Seller.  

10.	Non-Compete.   

a)	To induce Buyer to consummate the transactions 
contemplated by this Agreement, the Seller agrees to execute the 
Noncompetition Agreement attached as Exhibit "I" to the Adventure 
Brokerage Stock Purchase Agreement.

G.	Conditions to Obligation to Close.

1.	Conditions to Obligation of the Buyer.  The obligation of 
the Buyer to consummate the transactions to be performed by it in 
connection with the Closing is subject to  satisfaction of the following 
conditions:
 
    a)      the representations and warranties set forth in paragraph 
3.1 and part 4 above shall be true and correct in all material 
respects at and as of the Closing Date;
 
    b)      the Seller shall have performed and complied with all of 
his covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator wherein an 
unfavorable injunction, judgment, order, decree, ruling, or charge 
would (i) prevent consummation of any of the transactions 
contemplated by this Agreement, (ii)  cause any of the transactions 
contemplated by this Agreement to be rescinded following 
consummation, (iii) affect adversely the right of the Buyer to own 
the Shares and to control the Company, or (iv) affect adversely the 
right of the Company to own its assets and to operate its businesses 
(and no such injunction, judgment, order, decree, ruling, or charge 
shall be in effect);
 
    d)      the Seller shall have delivered to the Buyer a certificate 
to the effect that each of the conditions specified above in 
paragraph 7.1(a)-(c) is satisfied in all respects;
 
    e)      the Buyer shall have received from counsel to the Seller 
an opinion in form and substance as set forth in Exhibit "H" 
attached hereto, addressed to the  Buyer, and dated as of the 
Closing Date;
 
    f)      the Buyer shall have received the resignations, effective 
as of the Closing, of each director and officer of the Company;
 
    g)      the Buyer shall have received satisfactory evidence in its 
sole discretion that Paul J. Roberts and Frederic Pace consented to 
the terms of this Agreement, has released the Company from any and 
all claims, and that the Seller provided full disclosure regarding 
the terms of this Agreement and any other related agreements to 
Paul J. Roberts and Frederic  Pace; and
 
    h)      the Buyer's acquisitions of the stock of The Company 
and Adventure Brokerage shall have been consummated, or the Buyer is 
satisfied, in its sole discretion, that such transactions will be 
consummated immediately following consummation of the transactions 
contemplated hereby;

    i)      the Seller shall have executed the Noncompetition 
Agreement attached as Exhibit "I" to the Adventure Brokerage Stock 
Purchase Agreement.

    j)      the Buyers shall have received satisfactory evidence 
that the Excluded Assets have been transferred from the Company to 
the Seller or an Affiliate of the Seller and that the Excluded 
Liabilities have been assumed by the Seller, or an Affiliate of the 
Seller, without recourse to the Buyer, the Company or Travis Parent; 
and

    k)      all actions to be taken by the Seller in connection 
with consummation of the transactions contemplated hereby and all 
certificates, opinions, instruments, and other documents required to 
effect the transactions contemplated hereby will be reasonably 
satisfactory in form and substance to the Buyer.
 
The Buyer may waive any condition specified in this paragraph 7.1 if it 
executes a writing so stating at or prior to the Closing.
 
2.	Conditions to Obligation of the Seller.  The obligation of 
the Seller to consummate the transactions to be performed by them in 
connection with the Closing is subject to satisfaction of the following 
conditions:
 
    a)      the representations and warranties set forth in paragraph 
3.2 above shall be true and correct in all material respects at and 
as of the Closing Date;
 
    b)      the Buyer shall have performed and complied with all of 
its covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator wherein an 
unfavorable injunction, judgment, order, decree, ruling, or charge 
would (i) prevent consummation of any of the transactions 
contemplated by this Agreement or (ii) cause any of the transactions 
contemplated by this Agreement to be rescinded following 
consummation (and no such injunction, judgment, order, decree, 
ruling, or charge shall be in effect);
 
    d)      the Buyer shall have delivered to the Seller  a 
certificate to the effect that each of the conditions specified 
above in paragraph 7.2(a)-(c) is satisfied in all respects;

    e)      the Seller shall have received from counsel to the Buyer 
an opinion in form and substance as set forth in Exhibit "I" 
attached hereto, addressed to the Seller, and dated as of the 
Closing Date; and

    f)      all actions to be taken by the Buyer in connection with 
consummation of the transactions contemplated hereby and all 
certificates, opinions, instruments, and other documents required to 
effect the transactions contemplated hereby will be reasonably 
satisfactory in form and substance to the Seller.
 
The Seller  may waive any condition specified in this paragraph 7.2 if he 
executes  a writing so stating at or prior to the Closing.
 
H.	Remedies

1.	Indemnification Provisions for Benefit of the Buyer.
 
    a)      In the event the Seller breaches (or in the event any 
third party alleges facts that, if true, would mean the Seller has 
breached) any of the representations, warranties and covenants 
contained herein (other than those of the Seller  described in 
paragraph 8.1(b) and (c)), then the Seller agrees to indemnify the 
Buyer from and against the entirety of any Adverse Consequences the 
Buyer may suffer, for a period of one year following the Closing 
Date, through and after the date of the claim for indemnification 
(including any Adverse Consequences the Buyer may suffer after the 
end of such one year period) resulting from, arising out of, 
relating to, in the nature of, or caused by the breach (or the 
alleged breach); provided, however, that (a) the Sellers shall have 
no obligations to indemnify the Buyer for any Adverse Consequences 
pursuant to this Section 8.1(a) for an amount in excess of (i) the 
Buyer Note and (ii) the Other Buyer Notes, issued in connection with 
the sale of The Company and Adventure Brokerage and (b) the Buyer's 
exclusive remedy for any claims brought pursuant to this Section 
8.1(a) shall be the right to Set-Off described in Section 8.5 
hereof.

    b)      The Seller shall be obligated to fully and completely 
indemnify the Buyer, for an unlimited period of time following the 
Closing (subject to applicable statutes of limitation), from and 
against the entirety of any Adverse Consequences the Buyer may 
suffer resulting from, arising out of or relating to any Liability 
suffered as a result of (i) fraud by the Seller or the Company 
(including without limitation any Adverse Consequences suffered by 
Buyer as a result of a breach of the Seller's representations in 
paragraph 3.1 (Representations and Warranties) hereof), (ii) a 
misrepresentation which the Seller or the Company knew or reasonably 
should have known or been aware (including without limitation any 
Adverse Consequences suffered by Buyer as a result of employee 
misstatements to customers or others), (iii) claims by employees 
against the Company (including without limitation any Adverse 
Consequences suffered by Buyer as a result of the representations 
made by the Seller and the Company in paragraph 4.24 (Employee 
Benefits) hereof), (iv) Taxes (including without limitation any 
Adverse Consequences suffered by Buyer as a result of the 
representations made by the Seller and the Company in paragraph 4.11 
(Tax Matters) hereof, and (v) claims by any of the current or former 
shareholders of the Company, The Company or Adventure Brokerage 
against the Company, The Company, Adventure Brokerage or the Buyer 
and its affiliates.
 
    c)      The Seller shall be obligated to fully and completely 
indemnify the Buyer for an unlimited period of time following 
Closing (subject to applicable statutes of limitation) from and 
against the entirety of any Adverse Consequences the Buyer may 
suffer resulting from, arising out of, relating to, in the nature 
of, or caused by any Liability of any of the Company  (i) for any 
Taxes of the Company with respect to any Tax year or portion thereof 
ending on or before the Closing Date (or for any Tax year beginning 
before and ending after the Closing Date to the extent allocable 
(determined in a manner consistent with paragraph 9.2 below) to the 
portion of such period beginning before and ending on the Closing 
Date), to the extent such Taxes are not reflected in the Tax Reserve 
or have not been paid to the Buyer pursuant to paragraph 9.1 below, 
and (ii) for the unpaid Taxes of any Person (other than any of the 
Company) under Treas. Reg. 1.1502-6 (or any similar provision of 
state, local, or foreign law), as a transferee or successor, by 
contract, or  otherwise suffer.

2.	Indemnification Provisions for Benefit of the Seller.  The 
representations, warranties and covenants of the Buyer shall survive the 
Closing and continue in full force and effect for a period of one year.  
In the event the Buyer breaches (or in the event any third party alleges 
facts that, if true, would mean the Buyer has breached) any of its 
representations, warranties, and covenants contained herein, provided 
that the Seller makes a written claim for indemnification against the 
Buyer within such one year period, then the Buyer agrees to indemnify the 
Seller from and against any Adverse Consequences the Seller may suffer 
through and after the date of the claim for indemnification (including 
any Adverse Consequences the Seller may suffer after the end of any 
applicable survival period) resulting from, arising out of, relating to, 
in the nature of, or caused by the breach (or the alleged breach).  
Furthermore, the Buyer agrees to fully and completely indemnify the 
Seller for any Adverse Consequences suffered by the Seller as a result of 
any action or omission by the Company following the Closing Date; 
provided, however, that (i) in the case of Adverse Consequences involving 
a series of actions or omissions by the Company, the Buyer shall not 
indemnify Seller for any liability created by the Company prior to the 
Closing Date, and (ii) this provision shall not apply to Frederic Pace 
for any Adverse Consequences suffered by Frederic Pace arising out of or 
in connection with Frederic Pace's employment with the Company or the 
Buyer subsequent to the Closing Date.
 
3.	Matters Involving Third Parties.

    a)      If any third party shall notify any party (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification against 
any other Party (the "Indemnifying Party") under this part 8, then 
the Indemnified Party shall promptly notify each Indemnifying Party 
thereof in writing; provided, however, that  no delay on the part of 
the Indemnified Party in notifying any Indemnifying Party shall 
relieve the Indemnifying Party from any obligation hereunder unless 
(and then solely to the extent) the Indemnifying  Party thereby is 
prejudiced.
 
    b)      Any Indemnifying Party will have the right to defend the 
Indemnified Party against the Third Party Claim with counsel of its 
choice reasonably satisfactory to the Indemnified Party so long as 
(i) the Indemnifying Party notifies the Indemnified Party in writing 
within 15 days after the Indemnified Party has given notice of the 
Third Party Claim that the Indemnifying Party will indemnify the 
Indemnified Party from and against the entirety of any Adverse 
Consequences the Indemnified Party may suffer resulting from, 
arising out of, relating to, in the nature of, or caused by the 
Third Party Claim, (ii) the Indemnifying Party provides the 
Indemnified Party with evidence reasonably acceptable to the 
Indemnified Party that the Indemnifying Party will have the 
financial resources to defend against the Third Party Claim and 
fulfill its indemnification obligations hereunder, (iii) the Third 
Party Claim involves only money damages and does not seek an 
injunction or other equitable relief, (iv) settlement of, or an 
adverse judgment  with respect to, the Third Party Claim is not, in 
the good faith judgment of the Indemnified Party, likely to 
establish a precedential custom or practice materially adverse to 
the continuing business interests of the Indemnified Party, and (v) 
the Indemnifying Party conducts the defense of the Third Party Claim 
actively and diligently.
 
    c)      So long as the Indemnifying Party is conducting the 
defense of the Third Party Claim in accordance with paragraph 8.3(b) 
above, (i) the Indemnified Party may retain separate co-counsel at 
its sole cost and expense and participate in the defense of the 
Third Party Claim, (ii) the Indemnified Party will not consent to 
the entry of any judgment or enter into any settlement with respect 
to the Third Party Claim without the prior written consent of the 
Indemnifying Party (not to be unreasonably withheld), and (iii) the 
Indemnifying Party will not consent to the entry of any judgment or 
enter into any settlement with respect to the Third Party Claim 
without the prior written consent of the Indemnified Party (not to 
be  unreasonably withheld).
 
    d)      In the event any of the conditions in paragraph 8.3(b) 
above is or becomes unsatisfied, however, (i) the Indemnified Party 
may defend against, and consent to the entry of any judgment or 
enter into any settlement with respect to, the Third Party Claim in 
any manner it reasonably may deem appropriate (and the Indemnified 
Party need not consult with, or obtain any consent from, any 
Indemnifying Party in connection  therewith), (ii) the Indemnifying 
Parties will reimburse the Indemnified Party promptly and 
periodically for the costs of defending against the Third Party 
Claim (including reasonable attorneys' fees and expenses), and (iii) 
the Indemnifying Parties will remain responsible for any  Adverse 
Consequences the Indemnified Party may suffer resulting from, 
arising out of, relating to, in the nature of, or caused by the 
Third Party Claim to the fullest extent provided in this part 8.
 
4.	Determination of Adverse Consequences.  The parties shall 
take into account the time cost of money (using the Applicable Rate as 
the discount rate) in determining Adverse Consequences for purposes of 
this part 8.  All indemnification payments under this part 8 shall be 
deemed adjustments to the Purchase Price.

5.	Set-off Under Buyer Notes.  The Buyer shall have the 
option of recouping all or any part of any Adverse Consequences it may 
suffer (in lieu of seeking any indemnification to which it is entitled 
under this part 8); such right shall be exercisable by Buyer by notifying 
the Seller that the Buyer is reducing the principal amount outstanding 
under the Buyer Note. This shall affect the timing and amount of payments 
required under the Buyer Note in the same manner as if the Buyer had made 
a permitted prepayment (without premium or penalty) thereunder.  The 
Buyer shall offset against each Buyer Note based on each Seller's 
percentage ownership of the Company, based upon the information contained 
in paragraph 4.2 of the Disclosure Schedule.  If the Buyer discovers an 
Adverse Consequence prior to the maturity of the Buyer Note (the 
"Maturity Date,), but is unable, in good faith, to determine with 
specificity the amount of the Adverse Consequence and, therefore, does 
not exercise its right of Set-Off prior to the Maturity Date, the 
Maturity Date shall be deemed to be extended until the Buyer can 
determine the amount of the Adverse Consequence and exercise its right of 
Set-Off.  The extension of the Maturity Date hereunder shall not be 
considered an event of default under the Buyer Note and no late payment 
shall be payable as a result of the extension of the Maturity Date.  
Following any set-off by Buyer against the Buyer Note which in the 
aggregate is equal to the full amount thereof, Buyer shall be permitted 
to set-off unsatisfied Adverse Consequences arising under this Agreement 
against the Other Buyer Notes, issued in connection with the sale of The 
Company and Adventure Brokerage. 

6.	Other Indemnification Provisions.  The foregoing 
indemnification provisions are in addition to, and not in derogation of, 
any statutory, equitable, or common law remedy any party may have for 
breach of representation, warranty, or covenant. The Seller hereby agrees 
that he will not make any claim for indemnification against the Company 
by reason of the fact that he or it was a director, officer, employee, or 
agent of any such entity or was serving at the request of any such entity 
as a partner, trustee, director, officer, employee, or agent of another 
entity (whether such claim is for judgments, damages, penalties, fines, 
costs, amounts paid in settlement, losses, expenses, or otherwise and 
whether such  claim is pursuant to any statute, charter document, bylaw, 
agreement, or otherwise) with respect to any action, suit, proceeding, 
complaint, claim, or demand brought by the Buyer against such Seller 
(whether such action, suit, proceeding, complaint, claim,  or demand is 
pursuant to this Agreement, applicable law, or otherwise).

I.	Tax Matters.  The following provisions shall govern the 
allocation of responsibility as between Buyer and Seller for certain Tax 
matters following the Closing Date:

1.	Tax Periods Ending on or Before the Closing Date.  Buyer 
shall prepare or cause to be prepared and file or cause to be filed all 
Tax Returns for the Company for all periods ending on or prior to the 
Closing Date which are filed after the Closing Date.  Buyer shall permit 
the Seller to review and comment on each such Tax Return described in the 
preceding sentence prior to filing.  Seller shall reimburse Buyer for 
Taxes of the Company with respect to such periods within fifteen (15) 
days after payment by Buyer of such Taxes to the extent such Taxes are 
not reflected in the Tax Reserve.  Buyer shall be permitted to Set-Off 
against the Buyer Note to pay any such Taxes.

2.	Tax Periods Beginning Before and Ending After the Closing 
Date.  Buyer shall prepare or cause to be prepared and file or cause to 
be filed any Tax Returns of the Company for Tax periods which begin 
before the Closing Date and end after the Closing Date.  Seller shall pay 
to Buyer within fifteen (15) days after the date on which Taxes are paid 
with respect to such periods an amount equal to the portion of such Taxes 
which relates to the portion of such Taxable period ending on the Closing 
Date to the extent such Taxes are not reflected in the Tax Reserve.  For 
purposes of this Section, in the case of any Taxes that are imposed on a 
periodic basis and are payable for a Taxable period that includes (but 
does not end on) the Closing Date, the portion of such Tax which relates 
to the portion of such Taxable period ending on the Closing Date shall 
(i) in the case of any Taxes other than Taxes based upon or related to 
income or receipts, be deemed to be the amount of such Tax for the entire 
Taxable period multiplied by a fraction the numerator of which is the 
number of days in the Taxable period ending on the Closing Date and the 
denominator of which is the number of days in the entire Taxable period, 
and (ii) in the case of any Tax based upon or related to income or 
receipts be deemed equal to the amount which would be payable if the 
relevant Taxable period ended on the Closing Date.  Any credits relating 
to a Taxable period that begins before and ends after the Closing Date 
shall be taken into account as though the relevant Taxable period ended 
on the Closing Date.  All determinations necessary to give effect to the 
foregoing allocations shall be made in a manner consistent with prior 
practice of the Company.

3.	Cooperation on Tax Matters.  

(i)	Buyer, the Company and Seller shall cooperate fully, 
as and to the extent reasonably requested by the other party, in 
connection with the filing of Tax Returns pursuant to this Part 9 
and any audit, litigation or other proceeding with respect to Taxes.  
Such cooperation shall include the retention and (upon the other 
party's request) the provision of records and information which are 
reasonably relevant to any such audit, litigation or other 
proceeding and making employees available on a mutually convenient 
basis to provide additional information and explanation of any 
material provided hereunder.  The Company and Seller agree (A) to 
retain all books and records with respect to Tax matters pertinent 
to the Company relating to any taxable period beginning before the 
Closing Date until the expiration of the statute of limitations 
(and, to the extent notified by Buyer or Seller, any extensions 
thereof) of the respective taxable periods, and to abide by all 
record retention agreements entered into with any taxing authority, 
and (B) to give the other party reasonable written notice prior to 
transferring, destroying or discarding any such books and records 
and, if the other party so requests, the Company or Seller, as the 
case may be, shall allow the other party to take possession of such 
books and records.

(ii)	Buyer and Seller further agree, upon request, to use 
their best efforts to obtain any certificate or other document from 
any governmental authority or any other Person as may be necessary 
to mitigate, reduce or eliminate any Tax that could be imposed 
(including, but not limited to, with respect to the transactions 
contemplated hereby).

(iii)	Buyer and Seller further agree, upon request, to 
provide the other party with all information that either party may 
be required to report pursuant to Section 6043 of the Code and all 
Treasury Department Regulations promulgated thereunder.

4.	Tax Sharing Agreements.  All tax sharing agreements or 
similar agreements, if any, with respect to or involving the Company 
shall be terminated as of the Closing Date and, after the Closing Date, 
the Company shall not be bound thereby or have any liability thereunder.

5.	Certain Taxes.  All transfer, documentary, sales, use, 
stamp, registration and other such Taxes and fees (including any 
penalties and interest) incurred in connection with this Agreement shall 
be paid by Seller when due, and Seller will, at their own expense, file 
all necessary Tax Returns and other documentation with respect to all 
such transfer, documentary, sales, use, stamp, registration and other 
Taxes and fees, and, if required by applicable law, Buyer will, and will 
cause its affiliates to, join in the execution of any such Tax Returns 
and other documentation.

J.	Termination.

1.	Termination of Agreement.  Certain of the parties may 
terminate this Agreement as provided below:
 
    a)      the Buyer and the Seller may terminate this Agreement by 
mutual written consent at any time prior to the Closing;
 
    b)      the Buyer may terminate this Agreement by giving 
written notice to the Seller on or before the 10th day following the 
date of this Agreement if the Buyer is not satisfied with the 
results of its continuing business, legal, and accounting due 
diligence regarding the Company;
 
    c)      the Buyer may terminate this Agreement by giving written 
notice to the Seller at any time prior to the Closing (i) in the 
event the Seller has breached any material representation, warranty, 
or covenant contained in this Agreement in any material respect, the 
Buyer has notified the Seller of the breach, and the breach has 
continued without cure for a period of 5 days after the notice of 
breach, or (ii) if the Closing shall not have occurred on or before 
September 30, 1997, by reason of the failure of any condition 
precedent under paragraph 7.1 hereof (unless the failure results 
primarily from the Buyer itself breaching any representation, 
warranty, or covenant contained in this Agreement); and
 
    d)      the Seller may terminate this Agreement by giving written 
notice to the Buyer at any time prior to the Closing (i) in the 
event the Buyer has breached any material representation, warranty, 
or covenant contained in this Agreement in any material respect, the 
Seller has notified the Buyer of the breach, and the breach has 
continued without cure for a period of 5 days after the notice of 
breach or (ii) if the Closing shall not have occurred on or before 
September 30, 1997, by reason of the failure of any condition 
precedent under paragraph 7.2 hereof (unless the failure results 
primarily from the Seller himself breaching any representation, 
warranty, or covenant contained in this Agreement).
 
2.	 Effect of Termination.  If any party terminates this 
Agreement pursuant to paragraph 10.1 above, all rights and obligations of 
the parties hereunder shall terminate without any Liability of any party 
to any other party (except for any Liability of any party then in 
breach).

K.	Miscellaneous.

1.	Intentionally Deleted. 	 
 
2.	Press Releases and Public Announcements.  No party shall 
issue any press release or make any public announcement relating to the 
subject matter of this Agreement without the prior written approval of 
the Buyer and the Sellers; provided, however, that any party may make any 
public disclosure it believes in good faith is required by applicable law 
or any listing or trading agreement concerning its publicly-traded 
securities (in which case the disclosing Party will use its reasonable 
efforts to advise the other Parties prior to making  the disclosure).
 
3.	No Third-Party Beneficiaries.  This Agreement shall not 
confer any rights or remedies upon any Person other than the parties and 
their respective successors and permitted assigns.
 
4.	Entire Agreement.  This Agreement (including the documents 
referred to herein) constitutes the entire agreement among the parties 
and supersedes any prior understandings, agreements, or representations 
by or among the Parties, written or oral, to the extent they related in 
any way to the subject matter hereof.  Typewritten or handwritten 
provisions inserted in this Agreement shall control all printed 
provisions in conflict therewith, provided the typewritten or handwritten 
provision is initialed and dated by each of the parties to this 
Agreement.
 
5.	Succession and Assignment.  This Agreement shall be 
binding upon and inure to the benefit of the parties named herein and 
their respective successors and permitted assigns. No party may assign 
either this Agreement or any of his or its rights, interests, or 
obligations hereunder without the prior written approval of the Buyer and 
the Seller; provided, however, that the Buyer may (i) assign any or all 
of its rights and interests hereunder to one or more of its Affiliates 
and (ii) designate one or more of its Affiliates to perform its 
obligations hereunder (in any or all of which cases the Buyer nonetheless 
shall remain responsible for the performance of all of its obligations 
hereunder).
 
6.	Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original but all of 
which together will constitute one and the same instrument.
 
7.	Headings.  The paragraph headings contained in this 
Agreement are inserted for convenience only and shall not affect in any 
way the meaning or interpretation of this Agreement.
 
8.	Notices.  All notices, requests, demands, claims, and 
other communications hereunder will be in writing. Any notice, request, 
demand, claim, or other communication hereunder shall be deemed duly 
given if (and then two business days after) it is sent by registered  or 
certified mail, return receipt requested, postage prepaid, and addressed 
to the intended recipient as set forth below:
 
    If to the Seller:                       Copy to:

    c/o John Reinhold                       H. Bart Fleet
                                            Chesser, Wingard, Barr, Whitney,
                                              Flowers & Fleet, P.A.
                                            1201 Eglin Parkway
                                            Shalimar, Florida 32579
                                            Telecopy: (850) 651-6084

     If to the Buyer:                       Copy to:

     Travis Boating Center Florida, Inc.    J. Rowland Cook
     Attn: Michael B. Perrine               Jenkens & Gilchrist, A Professional
                                              Corporation
     5000 Plaza on the Lake, #250           600 Congress Avenue, Suite 2200
     Austin, Texas 78746                    Austin, Texas 78701
     Telecopy: (512) 329-0480               Telecopy: (512) 404-3520

Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set 
forth above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), but no such notice, request, demand, claim, or other communication 
shall be deemed to have been duly given unless and until it actually is 
received by the intended recipient. Any Party may change the address to 
which notices, requests, demands, claims, and other communications 
hereunder are to be delivered by giving the other Parties notice in the 
manner herein set forth.
 
9.	Governing Law and Venue.  This Agreement shall be governed 
by and construed in accordance with the laws of the State of Florida.  
Venue for any proceeding brought hereunder shall lie in Escambia County, 
Florida.
 
10.	Amendments and Waivers.  No amendment of any provision of 
this Agreement shall be valid unless the same shall be in writing and 
signed by the Buyer and the Seller.  No waiver by any Party of any 
default,  misrepresentation, or breach of warranty or covenant hereunder, 
whether intentional or not, shall be deemed to extend to any prior or 
subsequent default, misrepresentation, or breach of warranty or covenant 
hereunder or affect in any way any rights arising by virtue of any prior 
or subsequent such occurrence.
 
11.	Severability.  Any term or provision of this Agreement 
that is invalid or unenforceable in any situation in any jurisdiction 
shall not affect the validity or enforceability of the remaining terms 
and provisions hereof or the validity or enforceability of the offending  
term or provision in any other situation or in any other jurisdiction.
 
12.	Expenses.  Each of the Parties will bear his own costs and 
expenses (including legal fees and expenses) incurred in connection with 
this Agreement and the transactions contemplated hereby. The Seller 
agrees that the Company has not borne or will not bear any of the 
Seller's  costs and expenses (including any of their legal fees, expenses 
or fees to be paid to brokers) in connection with this Agreement or any 
of the  transactions contemplated hereby.
 
13.	Construction.  The parties have participated jointly in 
the negotiation and drafting of this Agreement. In the event an ambiguity 
or question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the parties and no presumption or 
burden of proof shall arise favoring or disfavoring any party by virtue 
of the authorship of any of the provisions of this Agreement. Any 
reference to any federal, state, local, or foreign statute or law shall 
be deemed also to refer to all rules and regulations promulgated 
thereunder, unless the  context requires otherwise. The word "including, 
shall mean including without limitation. The parties intend that each 
representation, warranty, and covenant contained herein shall have 
independent significance. If any party has breached any representation, 
warranty, or covenant contained herein in any respect, the fact that 
there exists another representation, warranty, or covenant relating to 
the same subject matter (regardless of the relative levels of 
specificity) which the party has not breached shall not detract from or 
mitigate the fact that the party is in breach of the first 
representation, warranty, or covenant.
 
14.	Incorporation of Exhibits and Schedules.  The Exhibits and 
Schedules identified in this Agreement are incorporated herein by 
reference and made a part hereof.
 
15.	Specific Performance.  Each of the parties acknowledges 
and agrees that the other parties would be damaged irreparably in the 
event any of the provisions of this Agreement are not performed in 
accordance with their  specific terms or otherwise are breached. 
Accordingly, each of the parties agrees that the other parties shall be 
entitled to an injunction or injunctions to prevent breaches of the 
provisions of this Agreement and to enforce specifically this Agreement 
and the terms and provisions hereof in any action instituted in any court 
of the United States or any state thereof having jurisdiction over the 
parties and the matter (subject to the provisions set forth in paragraph 
11.9), in addition to any other remedy to which they may be entitled, at 
law or in equity.

16.	Attorney's Fees.  In connection with any breach, default, 
collection, or litigation, including appellate proceedings, arising out 
of this Agreement, the prevailing party shall be entitled to recover 
reasonable attorney's fees and costs.

17.	Further Cooperation.  The parties to this Agreement shall 
execute and deliver, or cause to be executed and delivered, on the 
Closing Date or at such other times as may reasonably be agreed upon, 
such additional instruments as the other party may reasonably request for 
the purpose of carrying out the transactions contemplated hereby.  
Additionally, each of the parties hereto agree to allow the other parties 
reasonable access to the books and records of the Company and the Seller 
related to the transactions contemplated hereby.

                               *   *   *   *   *
 
<PAGE>

 	IN WITNESS WHEREOF, the Parties hereto have executed this Agreement 
as of the date first above written.
 

                                     TRAVIS BOATING CENTER FLORIDA, INC.

                                     By: _________/s/________________________
                                     Name: MICHAEL B. PERRINE
                                     Title: CFO, SECRETARY, TREASURER


                                     SELLER


                                     ____________/S/_________________________
                                     John W. Reinhold





<PAGE>				EXHIBIT 10.36


                           STOCK PURCHASE AGREEMENT


                                   AMONG

                      TRAVIS BOATING CENTER FLORIDA, INC.
                                 ("BUYER")

                                    AND


                              FREDERIC D. PACE
                                    AND
                              JOHN W. REINHOLD
                                ("SELLERS")





                             SEPTEMBER 30, 1997



                       PROVIDING FOR THE PURCHASE OF 
                        100% OF THE COMMON STOCK OF
                       ADVENTURE MARINE SOUTH, INC., 
                          A FLORIDA CORPORATION


<PAGE>
                           TABLE OF CONTENTS


1.      Definitions
  2.       Purchase and Sale of Company Shares 
  2.1.     Basic Transaction            
  2.2.    Purchase Price                
  2.3.     The Closing                  
  2.4.     Deliveries at the Closing    
  2.5.    Post Closing Adjustments.     
3.       Representations and Warranties Concerning the Transaction
  3.1.     Representations and Warranties of the Sellers      
  3.2.    Representations and Warranties of the Buyer    
4.      Representations and Warranties Concerning the Company. 
  4.1.    Organization, Qualification, and Corporate Power    
  4.2.    Capitalization                                   
  4.3.    Noncontravention                                 
  4.4.    Brokers' Fees                                    
  4.5.    Title to Assets                                  
  4.6.    Subsidiaries                                     
  4.7.    Financial Statements                             
  4.8.    Events Subsequent to Most Recent Fiscal Year End 
  4.9.    Undisclosed Liabilities                          
  4.10.   Legal Compliance                                 
  4.11.   Tax Matters                                      
  4.12.   Real Property                                    
  4.13.   Intellectual Property                            
  4.14.   Tangible Assets                                  
  4.15.    Condition of Assets.                            
  4.16.    Contracts                                       
  4.17.   Notes and Accounts Receivable                    
  4.18.   Powers of Attorney                               
  4.19.   Insurance                                        
  4.20.   Litigation                                       
  4.21.   Product Warranty                                 
  4.22.   Product Liability.                               
  4.23.   Employees.                                       
  4.24.   Employee Benefits.                               
  4.25.   Guaranties                                       
  4.26.   Environment, Health, and Safety                  
  4.27.   Disclosure                                       
5.      Pre-Closing Covenants.                             
  5.1.    General.                                         
  5.2.    Notices and Consents.                
  5.3.    Operation of Business.               
  5.4.    Preservation of Business.            
  5.5.    Full Access.                         
  5.6.    Notice of Developments.              
  5.7.    Exclusivity.                         
6.      Post-Closing Covenants                 
  6.1.    General                              
  6.2.    Litigation Support                   
  6.3.    Transition                           
  6.4.    Confidentiality                      
  6.5.    Buyer Notes                          
  6.6.    Registration of Travis Parent Stock  
  6.7.    Pre-Closing Sales                    
  6.8.    Use of Name                          
  6.9.    Accounts Receivable.                 
  6.10.   Non-Compete.                         
7.      Conditions to Obligation to Close      
  7.1.    Conditions to Obligation of the Buyer
  7.2.    Conditions to Obligation of the Sellers
8.      Remedies                                 
  8.1.    Indemnification Provisions for Benefit of the Buyer 
  8.2.    Indemnification Provisions for Benefit of the Sellers    
  8.3.    Matters Involving Third Parties                       
  8.4.    Determination of Adverse Consequences                 
  8.5.    Set-off Under Buyer Note                              
  8.6.    Other Indemnification Provisions                      
9.      Tax Matters                                             
  9.1.    Tax Periods Ending on or Before the Closing Date      
  9.2.    Tax Periods Beginning Before and Ending After the Closing Date
  9.3.    Cooperation on Tax Matters                             
  9.4.    Tax Sharing Agreements       
  9.5.    Certain Taxes                
10.     Termination                    
  10.1.   Termination of Agreement     
  10.2.    Effect of Termination       
11.     Miscellaneous                  
  11.1.   Nature of Certain Obligations
  11.2.   Press Releases and Public Announcements
  11.3.   No Third-Party Beneficiaries           
  11.4.   Entire Agreement                       
  11.5.   Succession and Assignment              
  11.6.   Counterparts                           
  11.7.   Headings                               
  11.8.   Notices                                
  11.9.   Governing Law and Venue                
  11.10.  Amendments and Waivers                 
  11.11.  Severability                           
  11.12.  Expenses                               
  11.13.  Construction                           
  11.14.  Incorporation of Exhibits and Schedules
  11.15.  Specific Performance                   
  11.16.  Attorney's Fees                        
  11.17.  Further Cooperation.                   

<PAGE>
                              STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into on 
September 30, 1997, by and among TRAVIS BOATING CENTER FLORIDA, INC. a 
Texas corporation (the "Buyer"), and FREDERIC D. PACE and JOHN W. 
REINHOLD (collectively the "Sellers"). 

                                     Recitals:

The Sellers in the aggregate own all of the outstanding capital 
stock of Adventure Marine South, Inc., a Florida corporation (the 
"Company").

This Agreement contemplates a transaction in which the Buyer will 
purchase from the Sellers, and the Sellers will sell to the Buyer, all of 
the outstanding capital stock of the Company in return for (i) cash, (ii) 
shares of voting common stock of Travis Boats & Motors, Inc., a Texas 
corporation, the sole shareholder of the Buyer ("Travis Parent"), and 
(iii) the Buyer Notes (as defined below).

Now, therefore, in consideration of the premises and the mutual 
promises, of the representations, warranties, and covenants  contained 
herein, the parties agree as follows.

A.	Definitions.

    "Accounts Receivable" means all of the accounts receivable of the 
Company, as listed on Exhibit "A".  

    "Adventure Brokerage" means Adventure Boat Brokerage, Inc., a 
Florida corporation.

    "Adventure Brokerage Stock Purchase Agreement" means the Stock 
Purchase Agreement, dated as of September 30, 1997, between the Buyer and 
the Sellers, providing for the sale of 100% of the common stock of 
Adventure Brokerage to the Buyer.

    "Adventure North" means Adventure Marine & Outdoors, Inc., a Florida 
corporation.

    "Adverse Consequences" means all actions, suits, proceedings, 
hearings, investigations, charges, complaints, claims, demands, 
injunctions, judgments, orders, decrees, rulings, damages, dues, 
penalties, fines, costs, amounts paid in settlement, Liabilities, 
obligations, Taxes, liens, losses, expenses, and fees, including court 
costs and attorneys' fees and expenses.

    "Affiliate" has the meaning set forth in Rule 12b-2 promulgated 
under the Securities Exchange Act.

    "Affiliated Group" means any affiliated group within the meaning of 
Code Sec. 1504 or any similar group defined under a similar provision of 
state, local or foreign law.

    "Applicable Rate" means 7 1/2%.

    "Assets" means all properties, privileges, rights, interests and 
claims, personal, tangible and intangible, of every type and description 
(including, without limitation, New Boats, Motors, and Trailers, Used 
Boats, Motors, and Trailers, Parts, Accessories, Miscellaneous Assets, 
Intellectual Property, Deposits, Accounts Receivable and Boat Show 
Rights) that are used, or held for use, by the Company or the Sellers in 
the Business and in which the Company or the Sellers has any right, title 
or interest (or in which the Company or the Sellers hereafter acquires 
any right, title or interest on or before the Closing Date), but 
specifically excludes all Excluded Assets.

    "Basis" means any past or present fact, situation, circumstance, 
status, condition, activity, practice, plan, occurrence, event, incident, 
action, failure to act, or transaction that forms or could form the basis 
for any specified consequence.

    "Boat Shows" means all boat shows at which the Company has had a 
booth or made a presentation in any of the last five (5) years.

    "Boat Show Rights" means all of the Company's agreements for space 
at Boat Shows, including common stock and other ownership rights in 
corporations, partnerships, and other types of entities holding Boat 
Shows.

    "Business" means the retail and wholesale sales and service of 
boats, motors, trailers, marine accessories and water sporting goods at 
the store located in Key Largo, Florida, and at Boat Shows attended by 
the representatives of the Company.

    "Buyer" has the meaning set forth in the preface above.

    "Buyer Notes" has the meaning set forth in paragraph 2.2 below.

    "Closing" has the meaning set forth in paragraph 2.3 below.

    "Closing Date" has the meaning set forth in paragraph 2.3 below.

    "Code" means the Internal Revenue Code of 1986, as amended.

    "Company Share" or "Share"  means any share of the Common Stock, par 
value $1.00 per share, of the Company.

    "Confidential Information" means any information concerning the 
businesses and affairs of the Company and its Subsidiaries that is not 
already generally available to the public.

    "Controlled Group of Corporations" has the meaning set forth in Code 
Sec. 1563.

    "Current Accounts Receivable" means those Accounts Receivable of the 
Company that are (i) aged less than 60 days as of the Closing Date, and 
(ii) are not Accounts Receivable due from Affiliates of the Sellers or 
the Company.  The Current Accounts Receivable are identified on the list 
of Accounts Receivable on Exhibit "A".

    "Deposits" means all customer prepaids, tax deposits, utility 
deposits and deposits relating to customer special orders as of the 
Closing Date.

    "Disclosure Schedule" has the meaning set forth in part 4 below.

    "Employee Benefit Plan" means any (a) nonqualified deferred 
compensation or retirement plan or arrangement which is an Employee 
Pension Benefit Plan, (b) qualified defined contribution retirement plan 
or arrangement which is an Employee Pension Benefit Plan, (c) qualified 
defined benefit retirement plan or arrangement which is an Employee 
Pension Benefit Plan (including any Multiemployer Plan), or (d) Employee 
Welfare Benefit Plan or material fringe benefit plan or program.

    "Employee Pension Benefit Plan" has the meaning set forth in ERISA 
Sec. 3(2).

    "Employee Welfare Benefit Plan" has the meaning set forth in ERISA 
Sec. 3(1).

    "Environmental, Health, and Safety Laws" means the Comprehensive 
Environmental Response, Compensation and Liability Act of 1980, the 
Resource Conservation and Recovery Act of 1976, and the Occupational 
Safety and Health Act of 1970, each as amended, together with all other 
laws (including rules, regulations, codes, plans, injunctions, judgments, 
orders, decrees, rulings, and charges thereunder) of federal, state, 
local, and foreign governments (and all agencies thereof) concerning 
pollution or protection of the environment, public health and safety, or 
employee health and safety, including laws relating to emissions,  
discharges, releases, or threatened releases of pollutants, contaminants, 
or chemical, industrial, hazardous, or toxic materials or wastes into 
ambient air, surface water, ground water, or lands or otherwise relating 
to the manufacture, processing, distribution, use, treatment, storage, 
disposal, transport, or handling of pollutants, contaminants, or 
chemical, industrial, hazardous, or toxic materials or wastes.

    "ERISA" means the Employee Retirement Income Security Act of 1974, 
as amended.

    "Excluded Assets" means those assets of the Company that will be 
assigned to the Sellers or an Affiliate of the Sellers immediately prior 
to Closing.  The Excluded Assets are listed on Exhibit "B" to this 
Agreement.  All inventory on loan or consignment shall be Excluded 
Assets, regardless of whether such items are specifically listed in 
Exhibit "B".

    "Excluded Liabilities" means those liabilities and obligations of 
the Company to be assumed by the Sellers, or an Affiliate of the Sellers, 
prior to the Closing.  The Excluded Liabilities are listed on Exhibit 
"C".

    "Extremely Hazardous Substance" has the meaning set forth in Sec. 
302 of the Emergency Planning and Community Right-to-Know Act of 1986, as 
amended.

    "Fiduciary" has the meaning set forth in ERISA Sec. 3(21).

    "Financial Statement" has the meaning set forth in paragraph 4.5 
below.

    "Indemnified Party"  has the meaning set forth in paragraph 7.4 
below.
 

    "Intellectual Property"  means (a) all inventions (whether 
patentable or unpatentable and whether or not reduced to practice), all 
improvements thereto, and all patents, patent applications, and patent 
disclosures, together with all reissuances, continuations, continuations- 
in- part, revisions, extensions, and reexaminations thereof, (b) all 
trademarks, service marks, trade dress, logos, trade names, and corporate 
names, together with all translations, adaptations, derivations, and 
combinations thereof and including all goodwill associated therewith, and 
all applications, registrations,  and renewals in connection therewith, 
including without limitations all rights in and to "Adventure Marine" and 
"Adventure Boat Brokerage" and any derivations thereof, (c) all 
copyrightable works, all copyrights, and all applications, registrations, 
and renewals in connection therewith, (d) all mask works and all 
applications, registrations, and renewals in connection therewith, (e)  
all trade secrets and confidential business information related to the 
Business and the Company (including rights of publicity, customer lists, 
supplier lists, ideas, research and development, know-how,  formulas, 
compositions, manufacturing and production processes and techniques, 
technical data, designs, drawings, specifications, pricing and cost 
information, and business and marketing plans and proposals), (f) all 
computer software (including data and related documentation), (g) all 
other proprietary rights, and (h) all copies and tangible embodiments 
thereof (in what ever form or medium).
 
    "Inventory" means the inventory of the Company based on a physical 
inspection of the Company as of the Closing Date.  Used inventory shall 
be subject to a mutually agreeable value among the parties, but in no 
case shall any used inventory value exceed the current "wholesale value" 
as set forth in the most recent "Yellow" used boat guide or such other 
used boat reference as may be mutually agreeable. 

    "Invoice" means a document reflecting a manufacturer's cost of 
Assets and related options or accessories on such Assets.

    "Knowledge"  means actual knowledge after reasonable investigation.
 
    "Liability"  means any liability of the Company (whether known or 
unknown, whether asserted or unasserted, whether absolute or contingent, 
whether accrued or unaccrued, whether liquidated or unliquidated, and 
whether due or to become due), including without limitation any liability 
for Taxes, payroll expenses, operating expenses, insurance audit expense, 
accounts payable to the Sellers, third parties and to Affiliates of the 
Sellers, lease payment and interest payments. 

    "Miscellaneous Assets"  means all furniture, fixtures, vehicles, 
leasehold improvements, equipment and other assets of the Company, 
including all Rebates for products previously sold for which no Rebate 
has been paid to the Company.

    "Most Recent Balance Sheet"  means the balance sheet contained 
within the Most Recent Financial Statements.

    "Most Recent Financial Statements"  has the meaning set forth in 
paragraph 4.7 below.

    "Most Recent Fiscal Month End"  has the meaning set forth in 
paragraph 4.7 below.

    "Most Recent Fiscal Year End"  has the meaning set forth in 
paragraph 4.7 below.

    "Multiemployer Plan"  has the meaning set forth in ERISA Sec. 3(37).

    "New Boats, Motors, and Trailers" means all new boats, motors, and 
trailers owned by the Company.  The value of New Boats, Motors and 
Trailers shall be determined based on Invoice, net of Rebates. 

    "Net Asset Value" means (a) the sum of the value, at Closing, of (i) 
Miscellaneous Assets, (ii) Boat Show Rights, (iii) Parts, (iv) New Boats, 
Motors, and Trailers, (v) Used Boats, Motors, and Trailers, (vi) 
Intellectual Property, (vii) 100% of the face amount of the Current 
Accounts Receivable, (viii) Deposits, and (ix) the Company's cash minus 
(b) the sum of (i) all trade accounts payable, (ii) accrued but unpaid 
operating expenses (including Taxes) and floor plan notes existing as of 
the date of Closing, (iii) physical damage to any of the Assets or 
Inventory, (iv) parts missing from the Assets or Inventory based upon a 
physical inspection of the Assets and Inventory, (v) 50% of the face 
amount of the Current Accounts Receivable, and (vi) any other Liabilities 
assumed by the Buyer.  The value assigned to each asset shall be net of 
depreciation.  The calculation of the Net Asset Value, which includes a 
detailed calculation of the value of each category the of the Assets, as 
of the Closing date, is attached hereto as Exhibit "D".

    "Ordinary Course of Business"  means the ordinary course of business 
consistent with the Company's past custom and practice (including with 
respect to quantity and frequency).

    "Other Buyer Notes" means those promissory notes issued to the 
Sellers in connection with the sale of Adventure North and Adventure 
Brokerage. 
 
    "Parts" means all parts of the Company inventoried on the Closing 
Date.  The parts and accessories so identified in the physical inventory 
and found in the most recent price disks/books from their respective 
manufacturers shall be purchased by Travis at the lower of the most 
recent wholesale price evidenced by such price disks/books or the 
original invoice amount. 

    "PBGC"  means the Pension Benefit Guaranty Corporation.

    "Person"  means an individual, a partnership, a corporation, an 
association, a joint stock company, a trust, a joint venture, an 
unincorporated organization, or a governmental entity (or any department, 
agency, or political subdivision thereof).

    "Pre-Closing Sales" has the meaning set forth in paragraph 3.1(e) 
below.
 
    "Prohibited Transaction"  has the meaning set forth in ERISA Sec. 
406 and Code Sec. 4975.
 
    "Purchase Price"  has the meaning set forth in paragraph 2.2 below.
 
    "Rebate" means all sums paid or payable from a vendor to the 
Company.

    "Registration Statement" shall have the meaning set forth in 
section 5.6.

    "Reportable Event"  has the meaning set forth in ERISA Sec. 4043.
 
    "Securities Act"  means the Securities Act of 1933, as amended.
 
    "Securities Exchange Act"  means the Securities Exchange Act of 
1934, as amended.
 
    "Security Interest"  means any mortgage, pledge, lien, encumbrance, 
charge, or other security interest.
 
    "Seller"  has the meaning set forth in the preface above.

    "Set-Off" means the Buyer's right to recoup all or part of Adverse 
Consequences that it may suffer; such right shall be exercisable by 
notifying the Seller that it is reducing the principal amount outstanding 
under the Buyer Notes and/or the Other Buyer Notes.
 
    "Subsidiary"  means any corporation with respect to which a 
specified Person (or a Subsidiary thereof) owns a majority of the common 
stock or has the power to vote or direct the voting of sufficient 
securities to elect a majority of the directors.
 
    "Tax"  means any federal, state, local, or foreign income, gross 
receipts, license, payroll, employment, excise, severance, stamp,  
occupation, premium, windfall profits, environmental (including taxes 
under Code Sec. 59A), customs duties, capital stock, franchise, profits, 
withholding, social security (or similar), unemployment, disability, real 
property, personal property, sales, use, transfer, registration, value 
added, alternative or add-on minimum, estimated, or other tax of any kind 
whatsoever, including any interest, penalty, or addition thereto, whether 
disputed or not.

    "Tax Reserve" has the meaning set forth in paragraph 4.11(g) below.
  
    "Tax Return"  means any return, declaration, report, claim for 
refund, or information return or statement relating to Taxes, including 
any schedule or attachment thereto, and including any amendment thereof.
 
    "Third Party Claim"  has the meaning set forth in paragraph 7.3 
below.

    "Travis Parent" means Travis Boats & Motors, Inc., a Texas 
corporation. 

    "Travis Parent Stock" means the voting common stock, par value $0.01 
per share, of Travis Parent.

    "Used Boats, Motors, and Trailers" means all used boats, motors, 
and trailers owned by the Company.  The Used Boats, Motors and Trailers 
shall be subject to a mutually agreeable value among the parties, but in 
no case shall any used inventory value exceed the current "wholesale 
value" as set forth in the most recent "Yellow" used boat guide or such 
other used boat reference as may be mutually agreeable. 
 
B.	 Purchase and Sale of Company Shares.

1.	 Basic Transaction.  On and subject to the terms and 
conditions of this Agreement, the Buyer agrees to purchase from each of 
the Sellers, and each of the Sellers agrees to sell to the Buyer, all of 
his Shares for the consideration specified in paragraph 2.2.  
Notwithstanding the foregoing, however, immediately prior to the Closing 
(i) the Company will assign to the Sellers, or an Affiliate of the 
Sellers, the Excluded Assets (listed on Exhibit "B"), to which the Buyer 
shall have no right, title or interest following this transaction, and 
(ii) the Company shall assign to the Sellers, or an Affiliate of the 
Sellers, and the Sellers or its Affiliate shall assume, the Excluded 
Liabilities (listed on Exhibit "C"), under which neither the Buyer nor 
the Company will be obligated or have any Liability whatsoever.   

2.	Purchase Price.  The Buyer agrees to deliver the following 
to the Sellers at the Closing:

a.	Intentionally Deleted.

b.	Two promissory notes (the "Buyer Notes") in the form of 
Exhibit "E" attached hereto, one of which shall be in the 
principal amount of $667 and shall be payable to John W. 
Reinhold and one of which shall be in the principal amount 
of $333 and shall be payable to Frederic D. Pace; and

c.	A number of newly issued shares of Travis Parent Stock 
equal to (i) the Net Asset Value (as set forth on Exhibit 
"D") plus $19,000 (ii) divided by $16.72. Fractional 
shares shall be rounded up if the fraction is .50 or 
greater.

The consideration set forth above is hereinafter referred to as the 
"Purchase Price".  The Purchase Price shall be allocated to the Sellers 
in proportion to their respective holdings of Company Shares as set forth 
in paragraph 4.2 of the Disclosure Schedule.  The Purchase Price shall be 
subject to adjustment as set forth in paragraph 2.5 hereof.

3.	 The Closing.  The closing of the transactions 
contemplated by this Agreement (the  "Closing" ) shall take place at the 
offices of Adventure North in Ft. Walton Beach, Florida, at mutually 
agreeable time, on the first business day following the satisfaction or 
waiver of all conditions to the obligations of the Parties to consummate 
the transactions contemplated hereby (other than conditions with respect 
to actions the respective Parties will take at the Closing itself) or 
such other date as the Buyer and the Sellers may mutually determine (the 
"Closing Date"); provided, however, that the Closing shall be effective 
as of September 30, 1997.
 
4.	 Deliveries at the Closing.  At the Closing, (i) the 
Sellers will deliver to the Buyer the various certificates, instruments, 
and documents referred to in paragraph 6.1 below, (ii) the Buyer will 
deliver to the Sellers the various certificates, instruments, and 
documents referred to in  paragraph 6.2 below, (iii) each of the Sellers 
will deliver to the Buyer stock certificates representing all of his or 
its Shares, properly endorsed or accompanied by duly executed assignment 
documents for transfer to Buyer free and clear of all Security Interests, 
claims, proxies, voting trusts, voting agreements, or other restrictions, 
and (iv) the Buyer will deliver the Purchase Price to each of the 
Sellers.

5.	Post Closing Adjustments.  The Purchase Price shall be 
adjusted following the Closing based on the matters set forth below.  
Such adjustments shall be payable by Sellers to the Buyer or by Buyer to 
Sellers, as applicable, within 30 days following the submission of 
documentation describing in reasonable detail the factual basis of the 
adjustment:

a) 	The Purchase Price shall be adjusted by the amount by 
which the Net Asset Value determined as of the Closing Date is less 
than or greater than $88,718; and

b)	The Purchase Price shall be adjusted by the dollar 
amount of any Adverse Consequences.

c)	The purchase price shall be adjusted to reflect 
amounts collected for the Accounts Receivable pursuant to the 
provisions of Section 6.9 hereof.  

C.	 Representations and Warranties Concerning the Transaction.
 
1.	 Representations and Warranties of the Sellers.  Each of 
the Sellers represents and warrants to the Buyer that the statements 
contained in this paragraph 3.1 are correct and complete as of the date 
of this Agreement and will be correct and complete as of the Closing Date 
(as though made then and as though the Closing Date were substituted for 
the date of this Agreement throughout this paragraph 3.1 with respect to 
himself), except as set forth in schedule 1 attached hereto.
 
    a)       Authorization of Transaction.  The Seller has full power 
and authority to execute and deliver this Agreement and to perform 
his obligations hereunder. This Agreement constitutes the valid and 
legally binding obligation of the Seller, enforceable in accordance 
with its terms and conditions. The Seller need not give any notice 
to, make any filing with, or obtain any authorization, consent, or 
approval of any government or governmental agency in order to 
consummate the transactions contemplated by this Agreement.
 
    b)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restriction of any government, governmental agency, 
or court to which the Seller is subject, or (ii) conflict with, 
result in a breach of, constitute a default under, result in the 
acceleration of, create in any party the right to accelerate, 
terminate, modify, or cancel, or require any notice under  any 
agreement, contract, lease, license, instrument, or other 
arrangement to which the Seller is a party or by which he is bound 
or to which any of his assets are subject.
 
    c)       Brokers' Fees.  Except as described in paragraph 4.4 of 
the Disclosure Schedule, the Seller has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  
 
    d)       Company Shares.  The Seller holds of record and owns 
beneficially the number of Shares set forth next to his or its name 
in paragraph 4.2 of the Disclosure Schedule, free and clear of any 
restrictions on transfer (other than any restrictions under the 
Securities Act and state securities laws), Taxes, Security 
Interests, options, warrants, purchase rights, contracts, 
commitments, equities, claims, and demands. The Seller is not a  
party to any option, warrant, purchase right, or other contract or 
commitment that could require the Seller to sell, transfer, or 
otherwise dispose of any capital stock of the Company (other than 
this Agreement). The Seller is not a party to any voting trust, 
proxy, or other agreement or understanding with respect to the 
voting of any capital stock of the Company.  The Sellers 
collectively own all of the outstanding shares of capital stock of 
the Company.
 
    e)      The Sellers represent and warrant that (i) all Excluded 
Assets have been transferred or assigned from the Company to the 
Sellers or Affiliates of the Sellers, (iii) that the Excluded 
Liabilities have been assumed by the Sellers, or an Affiliate of the 
Sellers, without recourse to the Buyer, the Company or Travis 
Parent, (ii) that the pre-Closing Sales of the Company (the "Pre-
Closing Sales") have been completed in accordance with the detailed 
description of the Pre-Closing Sales set forth on Exhibit "F" 
hereto, and (iii) that the consideration paid in each of the Pre-
Closing Sales set forth in Exhibit "E" is equal to the fair market 
value of the asset sold. 

    (f)     The Sellers currently do not own any interest in, 
operate, or serve as an officer, director, guarantor or shareholder 
of, any business, or have any plans to engage in any of such 
actions, that will compete directly or indirectly against the 
Company or the Buyer, within a 250 mile radius of Ft. Walton Beach, 
Florida, or within a 250 mile radius of Key Largo, Florida.

2.	Representations and Warranties of the Buyer.  The Buyer 
represents and warrants to the Sellers that the statements contained in 
this paragraph 3.2  are correct and complete as of the date of this 
Agreement and will be correct and complete as of the Closing Date (as 
though made then and as though the Closing Date were substituted for the 
date of this Agreement throughout this paragraph 3.2, except as set forth 
in schedule 2 attached hereto.
 
    a)       Organization of the Buyer.  The Buyer is a corporation 
validly existing, and in good standing under the laws of the State 
of Texas. 
 
    b)       Authorization of Transaction.  The Buyer has full power 
and authority (including full corporate power and authority) to 
execute and deliver this Agreement and to perform its obligations 
hereunder. This Agreement constitutes the valid and legally  binding 
obligation of the Buyer, enforceable in accordance with its terms 
and conditions. Other than as contemplated by the registration of 
the Travis Parent Stock, the Buyer need not give any notice to, make 
any filing with, or obtain any authorization, consent, or approval 
of any government or governmental agency in order to consummate the 
transactions contemplated by this Agreement.
 
    c)       Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions 
contemplated hereby, will (i) violate any constitution, statute, 
regulation, rule, injunction, judgment, order, decree, ruling, 
charge, or other restrict ion of any government, governmental 
agency, or court to which the Buyer is subject or any provision of 
its charter or bylaws or (ii) conflict with, result in a breach of, 
constitute a default under, result in the acceleration  of, create 
in any party the right to accelerate, terminate, modify, or cancel, 
or require any notice under any agreement, contract, lease, license, 
instrument, or other arrangement to which the Buyer is a party or by 
which it is bound or to which any of  its assets is subject.
 
    d)       Brokers' Fees.  The Buyer has no Liability or obligation 
to pay any fees or commissions to any broker, finder, or agent with 
respect to the transactions contemplated by this Agreement.  

    e)      Travis Parent Stock.  The Travis Parent Stock to be 
issued to the Sellers will be issued free and clear of any 
restrictions on transfer (other than any restrictions under the 
Securities Act or state securities laws), Taxes, Security Interest, 
Options, warrants, purchase rights, contracts, commitments, 
equities, claims and demands.

    f)      Independent Investigation.  Buyer acknowledges that 
in the determination to purchase the Shares from the Sellers, Buyer 
has made its own independent investigation as to the Company and as 
to the Sellers.  Further, Buyer confirms that except for those 
covenants, representations and warranties specifically enumerated 
herein and any schedules delivered pursuant to this Agreement, no 
representation or warranties related to the affairs or condition of 
the Company or the Sellers (of any kind of nature, legal, financial, 
or otherwise), have been made by Buyer to Sellers, or anyone acting 
on behalf of Sellers.

D.	Representations and Warranties Concerning the Company.  The 
Sellers represent and warrant to the Buyer that the statements contained 
in this part are correct and complete as of the date of this Agreement 
and will be correct and complete as of the Closing Date (as though made 
then and as though the Closing Date were substituted for the date of this 
Agreement throughout this part), except as set forth in the disclosure 
schedule delivered by the Sellers to the Buyer on the date hereof and 
initialed by the Parties (the  "Disclosure Schedule" ). Nothing in the 
Disclosure Schedule shall be deemed adequate to disclose an exception to 
a representation or warranty made herein, however, unless the Disclosure 
Schedule identifies the exception with particularity and describes the 
relevant facts in  detail. Without limiting the generality of the 
foregoing, the mere listing (or inclusion of a copy) of a document or 
other item shall not be deemed adequate to disclose an exception to a 
representation or warranty made herein (unless the  representation or 
warranty has to do with the existence of the document or other item 
itself). The Disclosure Schedule will be arranged in paragraphs 
corresponding to the lettered and numbered paragraphs contained in this 
part 4.
 
1.	Organization, Qualification, and Corporate Power. The 
Company is a corporation duly organized, validly existing, and in good 
standing under the laws of the State of Florida.  The Company is duly 
authorized to conduct business and is  in good standing under the laws of 
each jurisdiction where such qualification is required. The Company has 
full corporate power and authority and all licenses, permits, and 
authorizations necessary to carry  on the businesses in which it is 
engaged and in which it presently proposes to engage and to own and use 
the properties owned and used by it.  Paragraph 4.1 of the Disclosure 
Schedule lists the directors and officers of the Company. The Sellers 
have delivered to the Buyer correct and complete copies of the charter 
and bylaws of the Company (as amended to date). The Company is not in 
default under or in violation of any provision of its charter or bylaws.
 
2.	Capitalization.  The entire authorized capital stock of 
Company consists of ______ Shares, of which ______ Shares are issued and 
outstanding and ______ Company Shares are held in treasury. All of the  
issued and outstanding Shares have been duly authorized, are validly 
issued, fully paid, and nonassessable, and are held of record by the 
respective Sellers as set forth in paragraph 4.2 of the Disclosure 
Schedule. There are no outstanding or authorized options, warrants, 
purchase rights, subscription rights, conversion rights, exchange rights, 
or other contracts or commitments that could require the Company to 
issue, sell, or otherwise cause to become outstanding any of its capital 
stock. There are no out standing or authorized stock appreciation, 
phantom stock, profit participation, or similar rights with respect to 
the Company. There are no voting trusts, proxies, or other agreements or 
understandings with respect to the voting of the capital stock of the 
Company.
 
3.	Noncontravention.  Neither the execution and the delivery 
of this Agreement, nor the consummation of the transactions contemplated 
hereby, will (i) violate any constitution, statute, regulation, rule, 
injunction, judgment, order, decree, ruling, charge, or other  
restriction of any government, governmental agency, or court to which the 
Company is subject or any provision of the charter or bylaws of the 
Company or (ii) conflict with, result in a breach of, constitute a 
default under, result in the acceleration of, create in any party the 
right to accelerate, terminate, modify, or cancel, or require any notice 
under any agreement, contract, lease, license, instrument, or other 
arrangement to which the Company is a party or by which it is bound or to 
which any of its assets is subject (or result in the imposition of any 
Security Interest upon any of its assets). The Company does not need to 
give any  notice to, make any filing with, or obtain any authorization, 
consent, or approval of any government or governmental agency in order 
for the parties to consummate the transactions contemplated by this 
Agreement.
 
4.	Brokers' Fees.  Except as set forth on paragraph 4.4 of 
the Disclosure Schedule, the Company has no Liability or obligation to 
pay any fees or commissions to any broker, finder, or agent with respect 
to the transactions contemplated by this Agreement.
 
5.	Title to Assets.  The Company has exclusive, good and 
marketable title to the Assets, or a valid leasehold interest in the 
properties used by them.  The Assets are free and clear of all Security 
Interests, except as listed on paragraph 4.5 of the Disclosure Schedule.  
Except as set forth in paragraph 4.5 of the Disclosure Schedule, none of 
the Assets are leased by the Company from any third parties.
 
6.	Subsidiaries. The Company has no subsidiaries.
 
7.	Financial Statements.  Attached hereto as Exhibit "G" are 
the following financial statements (collectively the  "Financial 
Statements, ): (i) unaudited balance sheets and statements of income, 
changes in stockholders' equity, and cash flow as of and for the fiscal 
years ended June 30, 1995, 1996 and 1997 (hereinafter referred to as the  
"Most Recent Fiscal Year End, ) for the Company.  The Financial 
Statements (including the notes thereto, if any) have been prepared in 
accordance with the cash basis of accounting, applied on a consistent 
basis throughout the periods covered thereby, present fairly the 
financial condition of the Company as of such dates and the results of 
operations of the Company for such periods, are correct and complete, and 
are consistent with the books and records of the Company (which books and 
records are correct and complete).  
 
8.	Events Subsequent to Most Recent Fiscal Year End.  Except 
as described in Exhibit "F" and in paragraph 4.8 of the Disclosure 
Schedule, since the Most Recent Fiscal Year End, there has not been any 
material adverse change in the business, financial condition, operations, 
results of operations, or future prospects of the Company. Without 
limiting the generality of the foregoing, since that date:
 
    a)      the Company has not sold, leased, transferred, or assigned 
any of its assets, tangible or intangible, other than for a fair 
consideration in the Ordinary Course of Business;
 
    b)      the Company has not entered into any agreement, contract, 
lease, or license (or series of related agreements, contracts, 
leases, and licenses) either involving more than $50,000 or outside 
the Ordinary Course of Business;
 
    c)      no party (including the Company) has accelerated, 
terminated, modified, or canceled any agreement, contract, lease, or 
license (or series of related agreements, contracts, leases, and 
licenses) to which the Company is a party or by which the Company is 
bound, other than any agreement listed as an Excluded Liability;
 
    d)      the Company has not imposed any Security Interest upon any 
of its assets, tangible or intangible;
 
    e)      the Company has not made any single capital expenditure 
(or series of related capital expenditures) either involving more 
than $150,000 or outside the Ordinary Course of Business;
 
    f)      the Company has not made any capital investment in, any 
loan to, or any acquisition of the securities or assets of, any 
other Person (or series of related capital investments, loans, and 
acquisitions) either involving more than $150,000 or outside the  
Ordinary Course of Business;
 
    g)      the Company has not issued any note, bond, or other debt 
security or created, incurred, assumed, or guaranteed any 
indebtedness for borrowed money or capitalized lease obligation;
 
    h)      the Company has not delayed or postponed the payment of 
accounts payable and other Liabilities outside the Ordinary Course 
of Business;
 
    i)      the Company has not canceled, compromised, waived, or 
released any right or claim (or series of related rights and claims) 
either involving more than $20,000 or outside the Ordinary Course of 
Business;
 
    j)      the Company has not granted any license or sublicense of 
any rights under or with respect to any Intellectual Property;
 
    k)      there has been no change made or authorized in the charter 
or bylaws of the Company;
 
    l)      the Company has not issued, sold, or otherwise disposed of 
any of its capital stock, or granted any options, warrants, or other 
rights to purchase or obtain (including upon conversion, exchange, 
or exercise) any of its capital stock;
 
    m)      the Company has not declared, set aside, or paid any 
dividend or made any distribution with respect to its capital stock 
(whether in cash or in kind) or redeemed, purchased, or otherwise 
acquired any of its capital stock;
 
    n)      the Company has not experienced any material damage, 
destruction, or loss (whether or not covered by insurance) to its 
property;
 
    o)      the Company has no outstanding loans to any of  its 
directors, officers, and employees outside the Ordinary Course of 
Business and the Company is currently not a party to a transaction 
with any of its directors, officers or employees outside the 
Ordinary Course of Business;
 
    p)      the Company has not entered into any employment contract 
or collective bargaining agreement, written or oral, or modified the 
terms of any existing such contract or agreement;
 
    q)      the Company has not granted any increase in the base 
compensation of any of its directors, officers, and employees 
outside the Ordinary Course of Business;
 
    r)      the Company has not adopted, amended, modified, or 
terminated any bonus, profit-sharing, incentive, severance, or other 
plan, contract, or commitment for the benefit of any of its 
directors, officers, and employees (or taken any such action with 
respect to any other Employee Benefit Plan);
 
    s)      the Company has not made any other change in employment 
terms for any of its directors, officers, and employees outside the 
Ordinary Course of Business;
 
    t)      the Company has not made or pledged to make any charitable 
or other capital contribution outside the Ordinary Course of 
Business;
 
    u)      there has not been any other material occurrence, event, 
incident, action, failure to act, or transaction outside the 
Ordinary Course of Business  involving the Company; and
 
    v)      the Company has not committed to any of the foregoing.
 
9.	Undisclosed Liabilities.  Except as described on 
paragraph 4.9 of the Disclosure Schedule, neither the Sellers nor the 
Company has any knowledge of any Liability of the Company that is not 
fully and accurately reflected on the Most Recent Financial Statements 
(and neither the Sellers nor the Company has any knowledge of any Basis 
for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability).
 
10.	Legal Compliance. The Company and its predecessors and 
Affiliates has complied with all applicable laws (including rules, 
regulations, codes, plans, injunctions, judgments, orders, decrees, 
rulings, and charges thereunder) of federal, state, local, and foreign 
governments (and all agencies thereof), and no action, suit, proceeding, 
hearing, investigation, charge,  complaint, claim, demand, or notice has 
been filed or commenced against any of them alleging any failure so to 
comply.
 
11.	Tax Matters.

    a)      The Company has filed all Tax Returns that it was required 
to file. All such Tax Returns were correct and complete in all 
respects. All Taxes owed by the Company (whether or not shown on any 
Tax Return) have been paid. The Company currently is not the 
beneficiary of any extension of  time within which to file any Tax 
Return. No claim has ever been made by an authority in a 
jurisdiction where the Company does not file Tax Returns that it is 
or may be subject to taxation by that jurisdiction. There are no 
Security Interests on any of the assets of the Company that arose in 
connection with any failure (or alleged failure) to pay any Tax.
 
    b)      The Company has withheld and paid all Taxes required to 
have been withheld and paid in connection with amounts paid or owing 
to any employee, independent contractor, creditor, stockholder, or 
other third party.
 
    c)      No Seller or director or officer (or employee responsible 
for Tax matters) of the Company expects any authority to assess any 
additional Taxes for any period for which Tax Returns have been 
filed. There is no dispute or claim concerning any Tax Liability of 
the Company either (i) claimed or raised by any authority in writing 
or (ii) as to which any of the Sellers and the directors and 
officers (and employees responsible for Tax matters) of the Company 
has Knowledge based upon personal contact with any agent of such 
authority.  Such disclosure also indicates those Tax Returns that 
have been audited and indicates those Tax Returns that currently are 
the subject of audit. The Sellers have delivered to the Buyer 
correct and complete copies of all federal income Tax Returns, 
examination reports, and statements of deficiencies assessed against 
or agreed  to by the Company since December 31, 1992.
 
    d)      The Company has not waived any statute of limitations in 
respect of Taxes or agreed to any extension of time with respect to 
a Tax assessment or deficiency.
 
    e)      The Company has not filed a consent under Code Sec. 341(f) 
concerning collapsible corporations. The Company has not made any 
payments, is obligated to make any payments, or is a party to any 
agreement that under certain circumstances could obligate it to make 
any payments that will not be deductible under Code Sec. 280G. The 
Company has not been a United States real property holding 
corporation within the meaning of Code Sec. 897(c)(2) during the 
applicable period specified in Code Sec. 897(c)(1)(A)(ii). The 
Company has disclosed on its federal income Tax Returns all 
positions taken therein that could give rise to a substantial 
understatement of federal income Tax within the meaning of Code Sec. 
6662. The Company is not a party to any Tax allocation or sharing 
agreement. The Company (A) has not been a member of an Affiliated 
Group filing a consolidated  federal income Tax Return (other than a 
group the common parent of which was the Company) or (B) has no 
Liability for the Taxes of any Person (other than the Company) under 
Treas. Reg. 1.1502-6 (or any similar provision of state,  local, or 
foreign law), as a transferee or successor, by contract, or 
otherwise.
  
    f)      Paragraph 4.11 of the Disclosure Schedule sets forth the 
following information with respect to the Company) as of the most 
recent practicable date (i) the basis of the Company in its assets; 
and (ii) the amount of any net operating loss, net capital loss, 
unused investment or other credit, unused foreign tax, or excess  
charitable contribution allocable to the Company.
 
    g)      The unpaid Taxes of the Company (i) did not, as of the 
Closing Date, exceed the reserve for Tax Liability (rather than any 
reserve for deferred Taxes established to reflect timing differences 
between book and Tax  income) set forth on the face of the Most 
Recent Balance Sheet (rather than in any notes thereto) and (ii) do 
not exceed that reserve as adjusted for the passage of time through 
the Closing Date in accordance with the past custom and practice of 
the Company in filing their Tax Returns (collectively the "Tax 
Reserve,).
 
12.	Real Property.

a)	The Company does not own any real property, except 
leasehold improvements, or any interest in any entities that own 
real property.

b)	As of the Closing Date, the Company is not a party to 
any  lease for real property.

c)	At the Closing, Adventure North will enter into a 
triple net lease (i) with Paul J. Roberts, Reinhold and Pace, DBA 
Adventure Marine Real Estate Partnership and Adventure Marine Real 
Estate, Inc. for the properties associated with the Business located 
in Ft. Walton Beach, Florida, as specifically described in the lease 
for such properties, a signed copy of which is included in Paragraph 
4.12 of the Disclosure Schedule, and (ii) with [____________] for 
the property known as the "Kettles Property" specifically described 
in the lease for such properties, a signed copy of which is included 
in Paragraph 4.12 of the Disclosure Schedule.

13.	Intellectual Property.

a)	The Company does not own, except through common law 
rights, or have the right to use pursuant to license, sublicense, 
agreement, or permission, any Intellectual Property.
 
b)	The Company has not interfered with, infringed upon, 
misappropriated, or otherwise come into conflict with any 
Intellectual Property rights of third parties, and none of the 
Sellers and the directors and officers (and employees with 
responsibility for Intellectual Property matters) of the Company has 
ever received any charge, complaint, claim, demand, or notice 
alleging any such interference, infringement, misappropriation, or 
violation (including  any claim that the Company must license or 
refrain from using any Intellectual Property rights of any third 
party). To the Knowledge of any of the Sellers and the directors and 
officers (and employees with responsibility for Intellectual 
Property matters) of the Company, no third party has interfered 
with, infringed upon, misappropriated, or otherwise come into 
conflict with the Intellectual Property rights of the Company, if 
any.
 
c)	 Paragraph 4.13 of the Disclosure Schedule identifies 
each trade name or unregistered or registered trademark used by any 
of the Company in connection with any of its businesses.
 
14.	Tangible Assets.  The Company owns or leases all 
buildings, machinery, equipment, and other tangible assets necessary for 
the conduct of their businesses as presently conducted and as presently 
proposed to be conducted.
 
15.	 Condition of Assets.  All of the Assets of the Company, 
including without limitation the New Boats, Motors, and Trailers, Used 
Boats, Motors and Trailers, Accessories, Parts and Miscellaneous Assets, 
are merchantable and fit for the purpose for which it was procured or 
manufactured and are in good repair.  The value of the Assets as detailed 
on Exhibit "D" hereto has been jointly established by the parties as the 
fair market thereof and neither party disagrees with such values.
 
16.	 Contracts.   Paragraph 4.16 of the Disclosure Schedule 
lists all of the contracts and other agreements to which any of the 
Company is a party pursuant to which the Company is obligated, on an 
annual basis, for payments or commitments in excess of $25,000, including 
without limitation all Boat Show Rights.  A correct and complete copy of 
each written agreement listed in paragraph 4.16 of the Disclosure 
Schedule (as amended to date) and a written summary setting forth the 
terms and conditions of each oral agreement referred to in paragraph 4.16 
of the Disclosure Schedule is attached as an exhibit to the Disclosure 
Schedules. With respect to each such agreement: (i) the agreement is 
legal, valid, binding, enforceable, and in full force and effect; (ii) 
the agreement will continue to be legal, valid, binding, enforceable, and 
in full force and effect on identical terms following the consummation of 
the trans actions contemplated hereby; (iii) no party is in breach or 
default, and no event has occurred which with notice or lapse of time 
would constitute a breach or default, or permit termination, 
modification, or acceleration, under the agreement; and (iv) no party has 
repudiated any provision of the agreement.  This paragraph specifically 
excludes any and all retail contracts.
 
17.	Notes and Accounts Receivable.  To the Seller's and the 
Company's Knowledge, all notes and accounts receivable of the Company are 
reflected properly on the books and records, were incurred in the 
ordinary course of business, are not subject to setoffs or counterclaims, 
and are current and collectible, and will be collected in accordance with 
their terms at their recorded amounts.  All Current Accounts Receivable 
are aged less than 60 days as of the Closing Date and are not due from 
the Sellers or affiliates of the Sellers or the Company.
 
18.	Powers of Attorney.  There are no outstanding powers of 
attorney executed on behalf of the Company.
 
19.	Insurance.  Paragraph 4.19 of the Disclosure Schedule sets 
forth the following information with respect to each insurance policy 
(including policies providing property, casualty, liability, and workers' 
compensation coverage and bond and surety arrangements) to which the 
Company has been a party, a named insured, or otherwise the beneficiary 
of coverage at any time within the past two years:
 
    (i)     the name, address, and telephone number of the agent;
 
    (ii)    the name of the insurer, the name of the 
policyholder, and the name of each covered insured;
 
    (iii)   the policy number and the period of coverage;
 
    (iv)    the scope (including an indication of whether 
the coverage was on a claims made, occurrence, or other basis) and 
amount (including a description of how deductibles and ceilings are 
calculated and operate) of  coverage; and
 
    (v)     a description of any retroactive premium adjustments 
or other loss-sharing arrangements.
 
With respect to each such insurance policy:  (A) the Company is not in 
breach or default (including with respect to the payment of premiums or 
the giving of notices), and no event has occurred which, with notice or 
the lapse of time, would constitute such a breach or default, or permit 
termination, modification, or acceleration, under the policy; and (B) the 
Company has paid all premiums through the Closing Date.  The Company has  
been covered during the past 10 years by insurance in scope and amount 
customary and reasonable for the businesses in which it has engaged 
during such period. The Company has no self-insurance arrangements.
 
20.	Litigation.  Paragraph 4.20 of the Disclosure Schedule 
sets forth each instance in which the Company (i) is subject to any 
outstanding injunction, judgment, order, decree, ruling, or charge or 
(ii) is a party or, to the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company, is threatened to be made a party to any action, 
suit, proceeding, hearing, or investigation of, in, or before any court 
or quasi-judicial or administrative agency of any federal, state, local, 
or foreign jurisdiction or before any arbitrator. None of the actions, 
suits, proceedings, hearings, and investigations set forth in paragraph 
4.20 of the Disclosure Schedule could result in any adverse change in the 
business, financial condition, operations,  results of operations, or 
future prospects of any of the Company. None of the Sellers and the 
directors and officers (and employees with responsibility for litigation 
matters) of the Company has any reason to believe that any such action, 
suit, proceeding, hearing, or investigation may be brought or threatened 
against of the Company.
 
21.	Product Warranty.  Each product manufactured, sold, 
leased, or delivered by any of the Company has been in conformity with 
all applicable contractual commitments and all express and implied 
warranties, and the Company has no Liability (and to its knowledge there 
is no Basis for any present or future action, suit, proceeding, hearing, 
investigation, charge, complaint, claim, or demand against any of them 
giving rise to any Liability) for replacement or repair thereof or other 
damages in connection therewith. No product manufactured, sold, leased, 
or delivered by the Company is subject to any guaranty, warranty, or 
other indemnity beyond the applicable standard terms and conditions of 
sale or lease.  Paragraph 4.21 of the Disclosure Schedule includes copies 
of the standard terms and conditions of sale or lease for the Company 
(containing applicable guaranty, warranty, and indemnity provisions).
 
22.	Product Liability.  The Company has no Liability (and 
there is no Basis for the present or future action, suit, proceeding, 
hearing, investigation, charge, complaint, claim, or demand against any 
of them giving rise to any Liability) arising out of any injury to 
individuals or property as a result of the ownership, possession, or use 
of any product manufactured, sold, leased, or delivered by any of the 
Company. 

23.	Employees.  To the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for employment 
matters) of the Company, and except as contemplated by this Agreement, no 
executive, key employee, or group of employees has any plans to terminate 
employment with the Company.  The Company is not a party to or bound by 
any collective bargaining agreement, nor has it experienced any strikes, 
grievances, claims of unfair labor practices, or other collective 
bargaining disputes. The Company has not committed any unfair labor 
practice. None of the Sellers and the directors and officers (and  
employees with responsibility for employment matters) of the Company has 
any Knowledge of any organizational effort presently being made or 
threatened by or on behalf of any labor union with respect to employees 
of any of the Company.  Paragraph 4.23 of the Disclosure Schedule 
includes a complete and correct list of the names and positions of all of 
the employees of the Company, including a detailed description of the 
compensation paid to each such employee, including all benefits.

24.	Employee Benefits.

    a)      Paragraph 4.24 of the Disclosure Schedule lists each 
Employee Benefit Plan that any of the Company and the Controlled 
Group of Corporations which includes the Company (here, 
collectively, the "Company ERISA Group") maintains or to which any 
member of the Company ERISA Group has ever contributed.  With 
respect to such Employee Benefit Plan(s):
 
         (1)     Each such Employee Benefit Plan (and each related 
trust, insurance contract, or fund) complies in form and in 
operation in all respects with the applicable requirements of 
ERISA, the Code, and other applicable laws, including, without 
limitation, the nondiscrimination requirements of Section 125 
of the Code.  None of the  Employee Benefit Plans is an 
Employee Pension Benefit Plan nor has the Company ERISA Group 
maintained or contributed to an Employee Pension Benefit Plan 
subsequent to 1991.
 
         (2)     All required reports and descriptions have been filed 
or distributed appropriately with respect to each such Employee 
Benefit Plan. Without limitation, the requirements of Part 6 of 
Subtitle B of Title I of ERISA, of Code Sec. 4980B, and of the 
applicable provisions of the Health Insurance Portability and 
Accountability Act of 1996 have been met with respect to each 
such Employee Benefit Plan which is an Employee Welfare Benefit 
Plan.
 
         (3)     The Sellers have delivered to the Buyer correct and 
complete copies of the plan documents and summary plan 
descriptions, the most recent Form 5500 Annual Report, and all  
related trust agreements (if any), contracts (including without 
limitation insurance contracts), and other material agreements 
which implement each such Employee Benefit Plan.

         (4)     The Company and the Sellers have no Liability for 
breach of fiduciary duty or any other failure  to act or comply 
in connection with the administration, or investment of the 
assets, of any such Employee Benefit Plan.  No action, suit, 
proceeding, hearing, or investigation with respect to the 
administration or the investment of the assets of any such 
Employee Benefit Plan (other than routine claims for benefits) 
is pending or, to the Knowledge of any of the Sellers and the 
directors and officers (and employees with responsibility for 
employee benefits matters) of the Company ERISA Group 
threatened. None of the Sellers  and the directors and officers 
(and employees with responsibility for employee benefits 
matters) of the Company ERISA Group has any Knowledge of any 
Basis for any such action, suit, proceeding, hearing, or 
investigation.
 
    b)      None of the Company ERISA Group maintains or ever has 
maintained or contributes, ever has contributed, or ever has been 
required to contribute to any Employee Welfare Benefit Plan 
providing medical, health, or life insurance or other welfare-type 
benefits for current or future retired or terminated employees, 
their spouses, or their dependents (other than in accordance with 
Code Sec. 4980B).
 
25.	Guaranties. The Company is not a guarantor or otherwise is 
liable for any Liability or obligation (including indebtedness) of any 
other Person.
 
26.	Environment, Health, and Safety. 

    a)      To the Seller's and the Company's Knowledge, the Company, 
and its predecessors and Affiliates have complied with all 
Environmental, Health, and Safety Laws.  No action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, 
demand, or notice  has been filed or  commenced against any of them 
alleging any failure so to comply. Without limiting the generality 
of the preceding sentence, to the Seller's and the Company's 
Knowledge, each of the Company and its respective predecessors and 
Affiliates has obtained and been in compliance with all of the terms 
and conditions of all  permits, licenses, and other authorizations 
which are required under, and has complied with all other 
limitations, restrictions, conditions, standards, prohibitions, 
requirements, obligations, schedules, and timetables  which are 
contained in, all Environmental, Health, and Safety Laws.
 
    b)      To the Seller's and the Company's Knowledge, the Company 
has no Liability (and none of the Company and its predecessors and 
Affiliates has handled or disposed of any substance, arranged for 
the disposal of any substance, exposed any employee or other 
individual to any substance or condition, or owned or operated any 
property or facility in any manner that could form the Basis for any 
present or future action, suit, proceeding, hearing, investigation, 
charge, complaint, claim, or demand against the Company giving rise 
to any Liability) for damage to any site, location, or body of water 
(surface or subsurface), for any illness of or personal injury to 
any employee or other individual, or for any reason under any 
Environmental, Health, and Safety Law.
 
27.	Disclosure.  The representations and warranties contained 
in this part 4 do not contain any untrue statement of a material fact or 
omit to state any material fact necessary in order to make the statements 
and information contained in this part 4 not misleading.

E.	Pre-Closing Covenants.  The Parties agree as follows with 
respect to the period between the execution of this Agreement and the 
Closing.  

1.	General.  Each of the parties will use reasonable efforts 
to take all action and to do all things necessary in order to consummate 
and make effective the transactions contemplated by this Agreement 
(including satisfaction, but not waiver, of the closing conditions set 
forth in part 7 below).

2.	Notices and Consents.  The Sellers will cause the Company 
to give any notices to third parties, and will cause the Company to use 
commercially reasonable efforts to obtain any third-party consents 
required in connection with the transactions contemplated hereby.  

3.	Operation of Business.  The Sellers will not cause or 
permit the Company to engage in any practice, take any action, or enter 
into any transaction outside the Ordinary Course of Business.  Without 
limiting the generality of the foregoing, the Sellers will not cause or 
permit the Company to declare, set aside, or pay any dividend or make any 
distribution with respect to its capital stock or redeem, purchase, or 
otherwise acquire any of its capital stock, or otherwise engage in any 
practice, take any action, or enter into any transaction of the sort 
described in paragraph 4.8 above, except as contemplated by the Pre-
Closing Sales described in Exhibit "F".  

4.	Preservation of Business.  Other than reductions in the 
inventory pursuant to the Buyer's request, the Sellers will cause the 
Company to keep its business and properties substantially intact, 
including its present operations, physical facilities, working 
conditions, and relationships with lessors, licensors, suppliers, 
customers, and employees.

5.	Full Access.  Each of the Sellers will permit, and the 
Sellers will cause the Company to permit, representatives of the Buyer to 
have full access at all reasonable times, and in a manner so as not to 
interfere with the normal business operations of the Company, to all 
premises, personnel, books, records (including Tax records), contracts, 
and documents of or pertaining to the Company.  

6.	Notice of Developments.  The Sellers will give prompt 
written notice to the Buyer of any material adverse development causing a 
breach of any of the representations and warranties in part 4 above.  
Each Party will give prompt written notice to the others of any material 
adverse development causing a breach of any of his or its own 
representations and warranties in part 3 above.  No disclosure by any 
Party pursuant to this paragraph 5.6, however, shall be deemed to amend 
or supplement the Disclosure Schedule or to prevent or cure any 
misrepresentation, breach of warranty, or breach of covenant.  

7.	Exclusivity.  Except as contemplated by the Pre-Closing 
Sales, none of the Sellers will (and the Sellers will not cause or permit 
the Company to) (i) solicit, initiate, or encourage the submission of any 
proposal or offer from any Person relating to the acquisition of any 
capital stock or other voting securities, or any substantial portion of 
the assets of the Company (including any acquisition structured as a 
merger, consolidation, or share exchange) or (ii) participate in any 
discussions or negotiations regarding, furnish any information with 
respect to, assist or participate in, or facilitate in any other manner 
any effort or attempt by any Person to do or seek any of the foregoing.  
None of the Sellers will vote their Shares in favor of any such 
acquisition structured as a merger, consolidation, or share exchange.  
The Sellers will notify the Buyer immediately if any Person makes any 
proposal, offer, inquiry, or contact with respect to any of the 
foregoing.  
 
F.	Post-Closing Covenants.  The Parties agree as follows with 
respect to the period following the Closing.
 
1.	General.  In case at any time after the Closing any 
further action is necessary or desirable to carry out the purposes of 
this Agreement, each of the parties will take such further action 
(including the execution and delivery of such further instruments and 
documents) as any other party reasonably may request, all at the sole 
cost and expense of the requesting party (unless the requesting party is 
entitled to indemnification therefor under part 8 below). The Sellers 
acknowledge and agree that from and after the Closing the Buyer will be 
entitled to possession of all documents, books, records (including Tax 
records), agreements, and financial data of any sort relating to the 
Company.  The Buyers agree to take reasonable steps to safekeep such 
records.
 
2.	Litigation Support.  In the event and for so long as any 
Party actively is contesting or defending against any action, suit, 
proceeding, hearing, investigation, charge, complaint, claim, or demand 
in connection with (i) any transaction contemplated under this Agreement 
or (ii) any fact, situation, circumstance, status, condition, activity, 
practice, plan, occurrence, event, incident, action, failure to act, or 
transaction on or prior to the Closing Date involving the Company, each 
of the other Parties will  cooperate with him or it and his or its 
counsel in the contest or defense, make available their personnel, and 
provide such testimony and access to their books and records as shall be 
necessary in connection with the contest or defense, all at the sole cost 
and expense of the contesting or defending Party (unless the contesting 
or defending Party is entitled to indemnification therefor under 
paragraph 8 below).
 
3.	Transition.  None of the Sellers will take any action that 
is designed or intended to have the effect of discouraging any lessor, 
licensor, customer, supplier, or other business associate of the Company 
from maintaining the same business relationships with the Company after 
the Closing as it maintained with the Company prior to the Closing. Each 
of the Sellers will refer all customer inquiries relating to the 
businesses of the Company to the Buyer from and after the Closing.
 
4.	Confidentiality.  Each of the Sellers will treat and hold 
as such all of the Confidential Information, refrain from using any of 
the Confidential Information except in connection with this Agreement, 
and deliver promptly to the Buyer or destroy, at the request and option 
of the Buyer, all tangible  expressions (and all copies) of the 
Confidential Information which are in his or its possession. In the event 
that any of the Sellers is requested or required (by oral question or 
request for information or documents in any legal proceeding, 
interrogatory, subpoena, civil investigative demand, or similar process) 
to disclose any Confidential Information, that Seller will notify the 
Buyer promptly of the request or requirement so that the Buyer may seek 
an appropriate protective order or waive compliance with the  provisions 
of this paragraph 6.4.  If, in the absence of a protective order or the 
receipt of a waiver hereunder, any of the Sellers is, on the advice of 
counsel, compelled to disclose any Confidential Information to any 
tribunal or else stand liable for contempt, that Seller may disclose the 
Confidential Information to the tribunal; provided, however, that the 
disclosing Seller shall use his or its best efforts to obtain, at the 
reasonable request of the Buyer, an order or other assurance that 
confidential treatment will be accorded to such portion of the 
Confidential Information required to be disclosed as the Buyer shall 
designate. 
 
5.	Buyer Notes.  Each of the Buyer Notes will bear a legend 
substantially in the following form:
 
THE PAYMENT OF PRINCIPAL AND INTEREST ON THIS NOTE IS SUBJECT 
TO CERTAIN RIGHTS OF SET-OFF AS SET FORTH IN A STOCK PURCHASE 
AGREEMENT  DATED AS OF SEPTEMBER 30, 1997 (THE "PURCHASE 
AGREEMENT") AMONG THE ISSUER OF THIS NOTE AND THE ORIGINAL 
HOLDER HEREOF. THIS NOTE WAS ORIGINALLY ISSUED ON SEPTEMBER 30, 
1997, AND HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 
1933, AS AMENDED. THE TRANSFER OF THIS NOTE IS SUBJECT TO 
CERTAIN RESTRICTIONS SET FORTH IN THE PURCHASE AGREEMENT. THE 
ISSUER OF THIS NOTE WILL FURNISH A COPY OF THESE PROVISIONS TO 
THE HOLDER HEREOF WITHOUT CHARGE UPON WRITTEN REQUEST.

Each holder desiring to transfer a Buyer Note first must furnish the 
Buyer with (i) a written opinion of counsel satisfactory to the Buyer in 
form and substance satisfactory to the Buyer to the effect that the 
holder may transfer the Buyer Note as desired without registration under 
the Securities Act, and (ii) a written undertaking executed by the 
proposed transferee satisfactory to the Buyer in form and substance 
satisfactory to Buyer agreeing to be bound by the Set-Off provisions and 
the restrictions on transfer contained herein.
 
6.	Registration of Travis Parent Stock.  Travis Parent shall 
file a registration statement at its expense, on Form S-3 (the 
"Registration Statement,) within fifteen (15) business days after the 
Closing Date and shall use its reasonable efforts to have the 
Registration Statement declared effective by the Securities and Exchange 
Commission ("SEC"). The Sellers agree to cooperate and provide all 
required information for inclusion in the Registration Statement. The 
Buyer agrees that if the SEC does not, on or before March 31, 1998, 
declare the Registration Statement effective, and the failure to do so is 
a result of a circumstance or condition associated with the Buyer, which 
causes the SEC under current or then existing rules and regulations to 
postpone or prohibit the effectiveness of the Registration Statement, 
then the Buyer shall, upon receipt of the Travis Parent Stock from 
Sellers, pay to the Sellers an amount of cash equal to cash value of the 
Travis Parent Stock as of the Closing Date.  Without limiting the 
generality of the foregoing, the Buyer shall be under no obligation to 
pay cash to the Sellers if the SEC does not declare the Registration 
Statement effective due to issues arising out of or in connection with 
the acquisition of the Company, Adventure North or Adventure Brokerage.

7.	Pre-Closing Sales.  The Sellers agree to fully indemnify 
and promptly reimburse the Buyer for any Liability incurred or expenses 
incurred by the Buyer arising out of or in connection with the Pre-
Closing Sales.  The Sellers agree to cooperate fully with Buyer in 
connection with the defense of any such Liability and agree to provide 
Buyer access to all books and records related to the Pre-Closing Sales. 
This provision shall be in addition to the Buyers remedies set forth in 
part 8 and 9 hereof.

8.	Use of Name.  The Sellers shall, and the Seller shall 
cause its Affiliates, to cease using the name "Adventure Marine" or any 
derivation thereof within six months of the Closing Date. 

9.	Accounts Receivable.  (a) The Buyer shall, in the manner 
provided in paragraph 6.9(b), promptly reimburse the Sellers for any sums 
collected for Accounts Receivable in excess of 50% of the aggregate face 
amount of the Current Accounts Receivable.  In the event the Buyer is 
unable to collect 50% of the face amount of the Current Accounts 
Receivable within 120 days of the Closing Date, the Buyer may, among 
other remedies, exercise its right to Set-Off under the Buyer Notes and 
the Other Buyer Notes and/or seek indemnification pursuant to the terms 
of this Agreement.

(b)	On the tenth day of each month following the Closing 
Date, the Buyer shall deliver to Reinhold an accounting which details the 
amount of Accounts Receivable collected by the Buyer in the previous 
month.  If the Buyer has collected in excess of 50% of the Current 
Accounts Receivable, the Buyer shall, at that time, reimburse Sellers for 
all amounts not previously paid to Sellers which Buyer has collected with 
respect to the Accounts Receivable in excess of 50% of the Current 
Accounts Receivable.  The Buyer agrees to use diligent efforts to collect 
the Accounts Receivable.  If, at any time after six months following the 
Closing Date, the Buyer has collected an amount in excess of 50% of all 
Current Accounts Receivable and the Buyer is unable to collect any of the 
Accounts Receivable, the Buyer shall, at the Seller's request, assign 
such uncollected Accounts Receivable to the Sellers.  

10.	Non-Compete.   

a)	To induce Buyer to consummate the transactions 
contemplated by this Agreement, (i) John Reinhold agrees to execute 
the Noncompetition Agreement attached as Exhibit "I" to the 
Adventure Brokerage Stock Purchase Agreement, and (ii) Frederic D. 
Pace ("Pace") agrees that for a period of five (5) years after the 
date of this Agreement, he shall not, directly or indirectly, 
individually or as an employee, partner, officer, director, 
guarantor or shareholder or in any other capacity whatsoever:

(A)	solicit the business of customers of the Company or 
the Business: or

    (B)  (i)     acquire any interest (by gift, purchase, 
bequest, or otherwise), open, or operate any 
retail or wholesale business related to the 
marine industry (including, without limitation, 
brokerage activities, whether conducted in 
person or via computer) or enter into any 
franchise or other management agreement with any 
retail or wholesale business related to the 
marine industry, or 

         (ii)    engage in any activities that enrich either of 
the Sellers at the expense of the Buyer, or

         (iii)   serve as an officer, director, employee, 
agent or consultant to any  retail or wholesale 
business related to the marine industry, 

within a 250 mile radius of Ft. Walton Beach, Florida 
or within a 250 mile radius of Key Largo, Florida.

b)      If any court of competent jurisdiction should 
determine that any term or terms of this covenant are too broad with 
respect to time, geographic area, lines of commerce or otherwise, 
such court shall modify and revise any such term or terms so that 
they comply with applicable law.

c)      The provision set forth in this paragraph 
6.10 shall terminate, upon the earlier of (i) five years after the 
date of this Agreement, or (ii)  the termination of the employment 
by the Buyer of Pace, unless such termination is "For Cause".   The 
term "For Cause" shall mean (i) Pace's gross neglect or willful 
misconduct in the discharge of his duties and responsibilities to 
the Buyer, as determined by the Board of Directors of the Buyer, 
(ii) Pace's repeated failure to obey reasonable directions from the 
Buyer, (iii) any act of Pace's against the Buyer intended to enrich 
Pace at the expense of the Buyer, (iv) any willful act or omission 
by Pace having the effect of materially injuring the business or 
business relationships of the Buyer, or (v) Pace's commission of a 
felony or any crime involving moral turpitude, fraud or 
misrepresentation.  

G.	Conditions to Obligation to Close.

1.	Conditions to Obligation of the Buyer.  The obligation 
of the Buyer to consummate the transactions to be performed by it in 
connection with the Closing is subject to  satisfaction of the following 
conditions:
 
    a)      the representations and warranties set forth in 
paragraph 3.1 and part 4 above shall be true and correct in all 
material respects at and as of the Closing Date;
 
    b)      the Sellers shall have performed and complied with all 
of their covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, 
local, or foreign jurisdiction or before any arbitrator wherein 
an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (i) prevent consummation of any of the transactions 
contemplated by this Agreement, (ii)  cause any of the 
transactions contemplated by this Agreement to be rescinded 
following consummation, (iii) affect adversely the right of the 
Buyer to own the Shares and to control the Company, or (iv) 
affect adversely the right of the Company to own its assets and 
to operate its businesses (and no such injunction, judgment, 
order, decree, ruling, or charge shall be in effect);
 
    d)      the Sellers shall have delivered to the Buyer a 
certificate to the effect that each of the conditions specified 
above in paragraph 7.1(a)-(c) is satisfied in all respects;
 
    e)      the Buyer shall have received from counsel to the 
Sellers an opinion in form and substance as set forth in Exhibit 
"H" attached hereto, addressed to the  Buyer, and dated as of the 
Closing Date;
 
    f)      the Buyer shall have received the resignations, 
effective as of the Closing, of each director and officer of the 
Company;
 
    g)      the Buyer shall have received satisfactory evidence in 
its sole discretion that Paul J. Roberts consented to the terms 
of this Agreement, has released the Company from any and all 
claims, and that the Sellers provided full disclosure regarding 
the terms of this Agreement and any other related agreements to 
Paul J. Roberts; and
 
    h)      the Buyer's acquisitions of the stock of Adventure 
North and Adventure Brokerage shall have been consummated, or the 
Buyer is satisfied, in its sole discretion, that such 
transactions will be consummated immediately following 
consummation of the transactions contemplated hereby;

    i)      John W. Reinhold shall have executed the 
Noncompetition Agreement attached as Exhibit "I" to the Adventure 
Brokerage Stock Purchase Agreement.

    j)      the Buyers shall have received satisfactory 
evidence that the Excluded Assets have been transferred from the 
Company to the Sellers or an Affiliate of the Sellers and that 
the Excluded Liabilities have been assumed by the Sellers, or an 
Affiliate of the Sellers, without recourse to the Buyer, the 
Company or Travis Parent; and

    k)      all actions to be taken by the Sellers in 
connection with consummation of the transactions contemplated 
hereby and all certificates, opinions, instruments, and other 
documents required to effect the transactions contemplated hereby 
will be reasonably satisfactory in form and substance to the 
Buyer.
 
The Buyer may waive any condition specified in this paragraph 7.1 if it 
executes a writing so stating at or prior to the Closing.
 
2.	Conditions to Obligation of the Sellers.  The 
obligation of the Sellers to consummate the transactions to be performed 
by them in connection with the Closing is subject to satisfaction of the 
following conditions:
 
    a)      the representations and warranties set forth in 
paragraph 3.2 above shall be true and correct in all material 
respects at and as of the Closing Date;
 
    b)      the Buyer shall have performed and complied with all of 
its covenants hereunder in all material respects through the 
Closing;
 
    c)      no action, suit, or proceeding shall be pending or 
threatened before any court or agency of any federal, state, 
local, or foreign jurisdiction or before any arbitrator wherein 
an unfavorable injunction, judgment, order, decree, ruling, or 
charge would (i) prevent consummation of any of the transactions 
contemplated by this Agreement or (ii) cause any of the 
transactions contemplated by this Agreement to be rescinded 
following consummation (and no such injunction, judgment, order, 
decree, ruling, or charge shall be in effect);
 
    d)      the Buyer shall have delivered to the Sellers  a 
certificate to the effect that each of the conditions specified 
above in paragraph 7.2(a)-(c) is satisfied in all respects;

    e)      the Sellers shall have received from counsel to the 
Buyer an opinion in form and substance as set forth in Exhibit 
"I, attached hereto, addressed to the Sellers, and dated as of 
the Closing Date; and

    f)      all actions to be taken by the Buyer in connection with 
consummation of the transactions contemplated hereby and all 
certificates, opinions, instruments, and other documents required 
to effect the transactions contemplated hereby will be reasonably 
satisfactory in form and substance to the Sellers.
 
The Sellers may waive any condition specified in this paragraph 7.2 if 
they execute a writing so stating at or prior to the Closing.
 
H.	Remedies

1.	Indemnification Provisions for Benefit of the Buyer.
 
    a)      In the event any of the Sellers breaches (or in the 
event any third party alleges facts that, if true, would mean any 
of the Sellers has breached) any of the representations, 
warranties and covenants contained herein (other than those of 
the Sellers  described in paragraph 8.1(b) and (c)), then each of 
the Sellers agrees jointly and severally to indemnify the Buyer 
from and against the entirety of any Adverse Consequences the 
Buyer may suffer, for a period of one year following the Closing 
Date, through and after the date of the claim for indemnification 
(including any Adverse Consequences the Buyer may suffer after 
the end of such one year period) resulting from, arising out of, 
relating to, in the nature of, or caused by the breach (or the 
alleged breach); provided, however, that (a) the Sellers shall 
have no obligations to indemnify the Buyer for any Adverse 
Consequences pursuant to this Section 8.1(a) for an amount in 
excess of (i) the Buyer Notes and (ii) the Other Buyer Notes, 
issued in connection with the sale of Adventure North and 
Adventure Brokerage and (b) the Buyer's exclusive remedy for any 
claims brought pursuant to this Section 8.1(a) shall be the right 
to Set-Off described in Section 8.5 hereof.

    b)      Each of Sellers shall be obligated to fully and 
completely indemnify the Buyer, for an unlimited period of time 
following the Closing (subject to applicable statutes of 
limitation), from and against the entirety of any Adverse 
Consequences the Buyer may suffer resulting from, arising out of 
or relating to any Liability suffered as a result of (i) fraud by 
the Sellers or the Company (including without limitation any 
Adverse Consequences suffered by Buyer as a result of a breach of 
the Seller's representations in paragraph 3.1 (Representations 
and Warranties) hereof), (ii) a misrepresentation which the 
Sellers or the Company knew or reasonably should have known or 
been aware (including without limitation any Adverse Consequences 
suffered by Buyer as a result of employee misstatements to 
customers or others), (iii) claims by employees against the 
Company (including without limitation any Adverse Consequences 
suffered by Buyer as a result of the representations made by the 
Sellers and the Company in paragraph 4.24 (Employee Benefits) 
hereof), (iv) Taxes (including without limitation any Adverse 
Consequences suffered by Buyer as a result of the representations 
made by the Sellers and the Company in paragraph 4.11 (Tax 
Matters) hereof, and (v) claims by any of the current or former 
shareholders of the Company, Adventure North or Adventure 
Brokerage against the Company, Adventure North, Adventure 
Brokerage or the Buyer and its affiliates.
 
    c)      Each of the Sellers shall be obligated to fully and 
completely indemnify the Buyer for an unlimited period of time 
following Closing (subject to applicable statutes of limitation) 
from and against the entirety of any Adverse Consequences the 
Buyer may suffer resulting from, arising out of, relating to, in 
the nature of, or caused by any Liability of any of the Company  
(i) for any Taxes of the Company with respect to any Tax year or 
portion thereof ending on or before the Closing Date (or for any 
Tax year beginning before and ending after the Closing Date to 
the extent allocable (determined in a manner consistent with 
paragraph 9.2 below) to the portion of such period beginning 
before and ending on the Closing Date), to the extent such Taxes 
are not reflected in the Tax Reserve or have not been paid to the 
Buyer pursuant to paragraph 9.1 below, and (ii) for the unpaid 
Taxes of any Person (other than any of the Company) under Treas. 
Reg. 1.1502-6 (or any similar provision of state, local, or 
foreign law), as a transferee or successor, by contract, or  
otherwise suffer.

2.	Indemnification Provisions for Benefit of the Sellers.  
The representations, warranties and covenants of the Buyer shall survive 
the Closing and continue in full force and effect for a period of one 
year.  In the event the Buyer breaches (or in the event any third party 
alleges facts that, if true, would mean the Buyer has breached) any of 
its representations, warranties, and covenants contained herein, provided 
that any of the Sellers makes a written claim for indemnification against 
the Buyer within such one year period, then the Buyer agrees to indemnify 
each of the Sellers from and against any Adverse Consequences the Seller 
may suffer through and after the date of the claim for indemnification 
(including any Adverse Consequences the Seller may suffer after the end 
of any applicable survival period) resulting from, arising out of, 
relating to, in the nature of, or caused by the breach (or the alleged 
breach).  Furthermore, the Buyer agrees to fully and completely indemnify 
the Sellers for any Adverse Consequences suffered by the Sellers as a 
result of any action or omission by the Company following the Closing 
Date; provided, however, that (i) in the case of Adverse Consequences 
involving a series of actions or omissions by the Company, the Buyer 
shall not indemnify Sellers for any liability created by the Company 
prior to the Closing Date, and (ii) this provision shall not apply to 
Frederic Pace for any Adverse Consequences suffered by Pace arising out 
of or in connection with Pace's employment with the Company or the Buyer 
subsequent to the Closing Date.
 
3.	Matters Involving Third Parties.

    a)      If any third party shall notify any party (the 
"Indemnified Party") with respect to any matter (a "Third Party 
Claim") which may give rise to a claim for indemnification 
against any other Party (the "Indemnifying Party") under this 
part 8, then the Indemnified Party shall promptly notify each 
Indemnifying Party thereof in writing; provided, however, that  
no delay on the part of the Indemnified Party in notifying any 
Indemnifying Party shall relieve the Indemnifying Party from any 
obligation hereunder unless (and then solely to the extent) the 
Indemnifying  Party thereby is prejudiced.
 
    b)      Any Indemnifying Party will have the right to defend 
the Indemnified Party against the Third Party Claim with counsel 
of its choice reasonably satisfactory to the Indemnified Party so 
long as (i) the Indemnifying Party notifies the Indemnified Party 
in writing within 15 days after the Indemnified Party has given 
notice of the Third Party Claim that the Indemnifying Party will 
indemnify the Indemnified Party from and against the entirety of 
any Adverse Consequences the Indemnified Party may suffer 
resulting from, arising out of, relating to, in the nature of, or 
caused by the Third Party Claim, (ii) the Indemnifying Party 
provides the Indemnified Party with evidence reasonably 
acceptable to the Indemnified Party that the Indemnifying Party 
will have the financial resources to defend against the Third 
Party Claim and fulfill its indemnification obligations 
hereunder, (iii) the Third Party Claim involves only money 
damages and does not seek an injunction or other equitable 
relief, (iv) settlement of, or an adverse judgment  with respect 
to, the Third Party Claim is not, in the good faith judgment of 
the Indemnified Party, likely to establish a precedential custom 
or practice materially adverse to the continuing business 
interests of the Indemnified Party, and (v) the Indemnifying 
Party conducts the defense of the Third Party Claim actively and 
diligently.
 
    c)      So long as the Indemnifying Party is conducting the 
defense of the Third Party Claim in accordance with paragraph 
8.3(b) above, (i) the Indemnified Party may retain separate co-
counsel at its sole cost and expense and participate in the 
defense of the Third Party Claim, (ii) the Indemnified Party will 
not consent to the entry of any judgment or enter into any 
settlement with respect to the Third Party Claim without the 
prior written consent of the Indemnifying Party (not to be 
unreasonably withheld), and (iii) the Indemnifying Party will not 
consent to the entry of any judgment or enter into any settlement 
with respect to the Third Party Claim without the prior written 
consent of the Indemnified Party (not to be  unreasonably 
withheld).
 
    d)      In the event any of the conditions in paragraph 8.3(b) 
above is or becomes unsatisfied, however, (i) the Indemnified 
Party may defend against, and consent to the entry of any 
judgment or enter into any settlement with respect to, the Third 
Party Claim in any manner it reasonably may deem appropriate (and 
the Indemnified Party need not consult with, or obtain any 
consent from, any Indemnifying Party in connection  therewith), 
(ii) the Indemnifying Parties will reimburse the Indemnified 
Party promptly and periodically for the costs of defending 
against the Third Party Claim (including reasonable attorneys' 
fees and expenses), and (iii) the Indemnifying Parties will 
remain responsible for any  Adverse Consequences the Indemnified 
Party may suffer resulting from, arising out of, relating to, in 
the nature of, or caused by the Third Party Claim to the fullest 
extent provided in this part 8.
 
4.	Determination of Adverse Consequences.  The parties 
shall take into account the time cost of money (using the Applicable Rate 
as the discount rate) in determining Adverse Consequences for purposes of 
this part 8.  All indemnification payments under this part 8 shall be 
deemed adjustments to the Purchase Price.

5.	Set-off Under Buyer Notes.  The Buyer shall have the 
option of recouping all or any part of any Adverse Consequences it may 
suffer (in lieu of seeking any indemnification to which it is entitled 
under this part 8); such right shall be exercisable by Buyer by notifying 
the Sellers that the Buyer is reducing the principal amount outstanding 
under the Buyer Notes. This shall affect the timing and amount of 
payments required under the Buyer Notes in the same manner as if the 
Buyer had made a permitted prepayment (without premium or penalty) 
thereunder.  The Buyer shall offset against each Buyer Note based on each 
Seller's percentage ownership of the Company, based upon the information 
contained in paragraph 4.2 of the Disclosure Schedule.  If the Buyer 
discovers an Adverse Consequence prior to the maturity of the Buyer Note 
(the "Maturity Date,), but is unable, in good faith, to determine with 
specificity the amount of the Adverse Consequence and, therefore, does 
not exercise its right of Set-Off prior to the Maturity Date, the 
Maturity Date shall be deemed to be extended until the Buyer can 
determine the amount of the Adverse Consequence and exercise its right of 
Set-Off.  The extension of the Maturity Date hereunder shall not be 
considered an event of default under the Buyer Note and no late payment 
shall be payable as a result of the extension of the Maturity Date.  
Following any set-off by Buyer against the Buyer Note which in the 
aggregate is equal to the full amount thereof, Buyer shall be permitted 
to set-off unsatisfied Adverse Consequences arising under this Agreement 
against the Other Buyer Notes, issued in connection with the sale of 
Adventure North and Adventure Brokerage. 

6.	Other Indemnification Provisions.  The foregoing 
indemnification provisions are in addition to, and not in derogation of, 
any statutory, equitable, or common law remedy any party may have for 
breach of representation, warranty, or covenant. Each of the Sellers 
hereby agrees that he or it will not make any claim for indemnification 
against the Company by reason of the fact that he or it was a director, 
officer, employee, or agent of any such entity or was serving at the 
request of any such entity as a partner, trustee, director, officer, 
employee, or agent of another entity (whether such claim is for 
judgments, damages, penalties, fines, costs, amounts paid in settlement, 
losses, expenses, or otherwise and whether such  claim is pursuant to any 
statute, charter document, bylaw, agreement, or otherwise) with respect 
to any action, suit, proceeding, complaint, claim, or demand brought by 
the Buyer against such Seller (whether such action, suit, proceeding, 
complaint, claim,  or demand is pursuant to this Agreement, applicable 
law, or otherwise).

I.	Tax Matters.  The following provisions shall govern the 
allocation of responsibility as between Buyer and Sellers for certain Tax 
matters following the Closing Date:

1.	Tax Periods Ending on or Before the Closing Date.  
Buyer shall prepare or cause to be prepared and file or cause to be filed 
all Tax Returns for the Company for all periods ending on or prior to the 
Closing Date which are filed after the Closing Date.  Buyer shall permit 
the Sellers to review and comment on each such Tax Return described in 
the preceding sentence prior to filing.  Sellers shall reimburse Buyer 
for Taxes of the Company with respect to such periods within fifteen (15) 
days after payment by Buyer of such Taxes to the extent such Taxes are 
not reflected in the Tax Reserve.  Buyer shall be permitted to Set-Off 
against the Buyer Note to pay any such Taxes.

2.	Tax Periods Beginning Before and Ending After the 
Closing Date.  Buyer shall prepare or cause to be prepared and file or 
cause to be filed any Tax Returns of the Company for Tax periods which 
begin before the Closing Date and end after the Closing Date.  Sellers 
shall pay to Buyer within fifteen (15) days after the date on which Taxes 
are paid with respect to such periods an amount equal to the portion of 
such Taxes which relates to the portion of such Taxable period ending on 
the Closing Date to the extent such Taxes are not reflected in the Tax 
Reserve.  For purposes of this Section, in the case of any Taxes that are 
imposed on a periodic basis and are payable for a Taxable period that 
includes (but does not end on) the Closing Date, the portion of such Tax 
which relates to the portion of such Taxable period ending on the Closing 
Date shall (i) in the case of any Taxes other than Taxes based upon or 
related to income or receipts, be deemed to be the amount of such Tax for 
the entire Taxable period multiplied by a fraction the numerator of which 
is the number of days in the Taxable period ending on the Closing Date 
and the denominator of which is the number of days in the entire Taxable 
period, and (ii) in the case of any Tax based upon or related to income 
or receipts be deemed equal to the amount which would be payable if the 
relevant Taxable period ended on the Closing Date.  Any credits relating 
to a Taxable period that begins before and ends after the Closing Date 
shall be taken into account as though the relevant Taxable period ended 
on the Closing Date.  All determinations necessary to give effect to the 
foregoing allocations shall be made in a manner consistent with prior 
practice of the Company.

3.	Cooperation on Tax Matters.  

(i)	Buyer, the Company and Sellers shall cooperate 
fully, as and to the extent reasonably requested by the other 
party, in connection with the filing of Tax Returns pursuant to 
this Part 9 and any audit, litigation or other proceeding with 
respect to Taxes.  Such cooperation shall include the retention 
and (upon the other party's request) the provision of records and 
information which are reasonably relevant to any such audit, 
litigation or other proceeding and making employees available on 
a mutually convenient basis to provide additional information and 
explanation of any material provided hereunder.  The Company and 
Sellers agree (A) to retain all books and records with respect to 
Tax matters pertinent to the Company relating to any taxable 
period beginning before the Closing Date until the expiration of 
the statute of limitations (and, to the extent notified by Buyer 
or Sellers, any extensions thereof) of the respective taxable 
periods, and to abide by all record retention agreements entered 
into with any taxing authority, and (B) to give the other party 
reasonable written notice prior to transferring, destroying or 
discarding any such books and records and, if the other party so 
requests, the Company or Sellers, as the case may be, shall allow 
the other party to take possession of such books and records.

(ii)	Buyer and Sellers further agree, upon request, to 
use their best efforts to obtain any certificate or other 
document from any governmental authority or any other Person as 
may be necessary to mitigate, reduce or eliminate any Tax that 
could be imposed (including, but not limited to, with respect to 
the transactions contemplated hereby).

(iii)	Buyer and Sellers further agree, upon 
request, to provide the other party with all information that 
either party may be required to report pursuant to Section 6043 
of the Code and all Treasury Department Regulations promulgated 
thereunder.

4.	Tax Sharing Agreements.  All tax sharing agreements or 
similar agreements, if any, with respect to or involving the Company 
shall be terminated as of the Closing Date and, after the Closing Date, 
the Company shall not be bound thereby or have any liability thereunder.

5.	Certain Taxes.  All transfer, documentary, sales, use, 
stamp, registration and other such Taxes and fees (including any 
penalties and interest) incurred in connection with this Agreement shall 
be paid by Sellers when due, and Sellers will, at their own expense, file 
all necessary Tax Returns and other documentation with respect to all 
such transfer, documentary, sales, use, stamp, registration and other 
Taxes and fees, and, if required by applicable law, Buyer will, and will 
cause its affiliates to, join in the execution of any such Tax Returns 
and other documentation.

J.	Termination.

1.	Termination of Agreement.  Certain of the parties may 
terminate this Agreement as provided below:
 
    a)      the Buyer and both Sellers may terminate  this 
Agreement by mutual written consent at any time prior to the 
Closing;
 
    b)      the Buyer may terminate this Agreement by giving 
written notice to the Sellers on or before the 10th day following 
the date of this Agreement if the Buyer is not satisfied with the 
results of its continuing business, legal, and accounting due 
diligence regarding the Company;
 
    c)      the Buyer may terminate this Agreement by giving 
written notice to the Sellers at any time prior to the Closing 
(i) in the event any of the Sellers has breached any material 
representation, warranty, or covenant contained in this Agreement 
in any material respect, the Buyer has notified the Sellers of 
the breach, and the breach has continued without cure for a 
period of 5 days after the notice of breach, or (ii) if the 
Closing shall not have occurred on or before September 30, 1997, 
by reason of the failure of any condition precedent under 
paragraph 7.1 hereof (unless the failure results primarily from 
the Buyer itself breaching any representation, warranty, or 
covenant contained in this Agreement); and
 
    d)      the Sellers may terminate this Agreement by giving 
written notice to the Buyer at any time prior to the Closing (i) 
in the event the Buyer has breached any material representation, 
warranty, or covenant contained in this Agreement in any material 
respect, any of the Sellers has notified the Buyer of the breach, 
and the breach has continued without cure for a period of 5 days 
after the notice of breach or (ii) if the Closing shall not have 
occurred on or before September 30, 1997, by reason of the 
failure of any condition precedent under paragraph 7.2 hereof 
(unless the failure results primarily from any of the Sellers 
themselves breaching any representation, warranty, or covenant 
contained in this Agreement).
 
2.	 Effect of Termination.  If any party terminates this 
Agreement pursuant to paragraph 10.1 above, all rights and obligations of 
the parties hereunder shall terminate without any Liability of any party 
to any other party (except for any Liability of any party then in 
breach).

K.	Miscellaneous.

1.	Nature of Certain Obligations.

    (i)     The covenants of each of the Sellers in paragraph 
2.1 above concerning the sale of his or its Company Shares to the 
Buyer and the representations and warranties of each of the 
Sellers in paragraph 3.1(a) through (d) above concerning the 
transaction are several obligations. This means that the 
particular Seller making the representation, warranty, or 
covenant will be solely responsible to the extent provided in 
part 8 above for any Adverse Consequences the Buyer may suffer as 
a result of any breach thereof.
 
    (ii)    The remainder of the representations, warranties, 
and covenants in this Agreement, including paragraph 3.1(c), are 
joint and several obligations. This means that each Seller will 
be responsible to the extent provided in part 8 above for the 
entirety of any Adverse Consequences the  Buyer may suffer as a 
result of any breach thereof.
 
2.	Press Releases and Public Announcements.  No party 
shall issue any press release or make any public announcement relating to 
the subject matter of this Agreement without the prior written approval 
of the Buyer and the Sellers; provided, however, that any party may make 
any public disclosure it believes in good faith is required by applicable 
law or any listing or trading agreement concerning its publicly-traded 
securities (in which case the disclosing Party will use its reasonable 
efforts to advise the other Parties prior to making  the disclosure).
 
3.	No Third-Party Beneficiaries.  This Agreement shall not 
confer any rights or remedies upon any Person other than the parties and 
their respective successors and permitted assigns.
 
4.	Entire Agreement.  This Agreement (including the 
documents referred to herein) constitutes the entire agreement among the 
parties and supersedes any prior understandings, agreements, or 
representations by or among the Parties, written or oral, to the extent 
they related in any way to the subject matter hereof.  Typewritten or 
handwritten provisions inserted in this Agreement shall control all 
printed provisions in conflict therewith, provided the typewritten or 
handwritten provision is initialed and dated by each of the parties to 
this Agreement.
 
5.	Succession and Assignment.  This Agreement shall be 
binding upon and inure to the benefit of the parties named herein and 
their respective successors and permitted assigns. No party may assign 
either this Agreement or any of his or its rights, interests, or 
obligations hereunder without the prior written approval of the Buyer and 
the Sellers; provided, however, that the Buyer may (i) assign any or all 
of its rights and interests hereunder to one or more of its Affiliates 
and (ii) designate one or more of its Affiliates to perform its 
obligations hereunder (in any or all of which cases the Buyer nonetheless 
shall remain responsible for the performance of all of its obligations 
hereunder).
 
6.	Counterparts.  This Agreement may be executed in one or 
more counterparts, each of which shall be deemed an original but all of 
which together will constitute one and the same instrument.
 
7.	Headings.  The paragraph headings contained in this 
Agreement are inserted for convenience only and shall not affect in any 
way the meaning or interpretation of this Agreement.
 
8.	Notices.  All notices, requests, demands, claims, and 
other communications hereunder will be in writing. Any notice, request, 
demand, claim, or other communication hereunder shall be deemed duly 
given if (and then two business days after) it is sent by registered  or 
certified mail, return receipt requested, postage prepaid, and addressed 
to the intended recipient as set forth below:
 
    If to the Sellers:                     Copy to:

    c/o John Reinhold                      H. Bart Fleet
                                           Chesser, Wingard, Barr, Whitney,
                                             Flowers & Fleet, P.A.
                                           1201 Eglin Parkway
                                           Shalimar, Florida 32579
                                           Telecopy: (850) 651-6084

    If to the Buyer:                       Copy to:

    Travis Boating Center Florida, Inc.    J. Rowland Cook
    Attn: Michael B. Perrine               Jenkens & Gilchrist, A Professional 
                                           Corporation
    5000 Plaza on the Lake, #250           600 Congress Avenue, Suite 2200
    Austin, Texas 78746                    Austin, Texas 78701
    Telecopy: (512) 329-0480               Telecopy: (512) 404-3520

Any Party may send any notice, request, demand, claim, or other 
communication hereunder to the intended recipient at the address set 
forth above using any other means (including personal delivery, expedited 
courier, messenger service, telecopy, telex, ordinary mail, or electronic 
mail), but no such notice, request, demand, claim, or other communication 
shall be deemed to have been duly given unless and until it actually is 
received by the intended recipient. Any Party may change the address to 
which notices, requests, demands, claims, and other communications 
hereunder are to be delivered by giving the other Parties notice in the 
manner herein set forth.
 
9.	Governing Law and Venue.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
Florida.  Venue for any proceeding brought hereunder shall lie in 
Escambia County, Florida.
 
10.	Amendments and Waivers.  No amendment of any provision 
of this Agreement shall be valid unless the same shall be in writing and 
signed by the Buyer and the Sellers.  No waiver by any Party of any 
default,  misrepresentation, or breach of warranty or covenant hereunder, 
whether intentional or not, shall be deemed to extend to any prior or 
subsequent default, misrepresentation, or breach of warranty or covenant 
hereunder or affect in any way any rights arising by virtue of any prior 
or subsequent such occurrence.
 
11.	Severability.  Any term or provision of this Agreement 
that is invalid or unenforceable in any situation in any jurisdiction 
shall not affect the validity or enforceability of the remaining terms 
and provisions hereof or the validity or enforceability of the offending  
term or provision in any other situation or in any other jurisdiction.
 
12.	Expenses.  Each of the Parties will bear his own costs 
and expenses (including legal fees and expenses) incurred in connection 
with this Agreement and the transactions contemplated hereby. The Sellers 
agree that the Company has not borne or will not bear any of the Sellers' 
costs and expenses (including any of their legal fees, expenses or fees 
to be paid to brokers) in connection with this Agreement or any of the  
transactions contemplated hereby.
 
13.	Construction.  The parties have participated jointly in 
the negotiation and drafting of this Agreement. In the event an ambiguity 
or question of intent or interpretation arises, this Agreement shall be 
construed as if drafted jointly by the parties and no presumption or 
burden of proof shall arise favoring or disfavoring any party by virtue 
of the authorship of any of the provisions of this Agreement. Any 
reference to any federal, state, local, or foreign statute or law shall 
be deemed also to refer to all rules and regulations promulgated 
thereunder, unless the  context requires otherwise. The word "including" 
shall mean including without limitation. The parties intend that each 
representation, warranty, and covenant contained herein shall have 
independent significance. If any party has breached any representation, 
warranty, or covenant contained herein in any respect, the fact that 
there exists another representation, warranty, or covenant relating to 
the same subject matter (regardless of the relative levels of 
specificity) which the party has not breached shall not detract from or 
mitigate the fact that the party is in breach of the first 
representation, warranty, or covenant.
 
14.	Incorporation of Exhibits and Schedules.  The Exhibits 
and Schedules identified in this Agreement are incorporated herein by 
reference and made a part hereof.
 
15.	Specific Performance.  Each of the parties acknowledges 
and agrees that the other parties would be damaged irreparably in the 
event any of the provisions of this Agreement are not performed in 
accordance with their  specific terms or otherwise are breached. 
Accordingly, each of the parties agrees that the other parties shall be 
entitled to an injunction or injunctions to prevent breaches of the 
provisions of this Agreement and to enforce specifically this Agreement 
and the terms and provisions hereof in any action instituted in any court 
of the United States or any state thereof having jurisdiction over the 
parties and the matter (subject to the provisions set forth in paragraph 
11.9), in addition to any other remedy to which they may be entitled, at 
law or in equity.

16.	Attorney's Fees.  In connection with any breach, 
default, collection, or litigation, including appellate proceedings, 
arising out of this Agreement, the prevailing party shall be entitled to 
recover reasonable attorney's fees and costs.

17.	Further Cooperation.  The parties to this Agreement 
shall execute and deliver, or cause to be executed and delivered, on the 
Closing Date or at such other times as may reasonably be agreed upon, 
such additional instruments as the other party may reasonably request for 
the purpose of carrying out the transactions contemplated hereby.  
Additionally, each of the parties hereto agree to allow the other parties 
reasonable access to the books and records of the Company and the Sellers 
related to the transactions contemplated hereby.

                       *   *   *   *   *
 
<PAGE>

 	IN WITNESS WHEREOF, the Parties hereto have executed this 
Agreement as of the date first above written.
 

                                     TRAVIS BOATING CENTER FLORIDA, INC.

                                     By: ________/S/______________________
                                     Name: MICHAEL B. PERRINE
                                     Title: CFO, SECRETARY, TREASURER


                                     SELLERS

                                     ___________/S/________________________    
                                     Frederic D. Pace


						
                                     __________/S/_________________________    
                                     John W. Reinhold


<PAGE>
                                   EXHIBIT 10.37

                    FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT



THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") 
is entered into effective as of the 31st day of October, 1997, by and among 
TRAVIS BOATS & MOTORS, INC., a Texas corporation, TRAVIS SNOWDEN MARINE, 
INC., a Texas corporation, TRAVIS BOATING CENTER ARLINGTON, INC., a Texas 
corporation, FALCON MARINE, INC., a Texas corporation, FALCON MARINE 
ABILENE, INC., a Texas corporation, TRAVIS BOATING CENTER BEAUMONT, INC., a 
Texas corporation, TRAVIS BOATS & MOTORS BATON ROUGE, INC., a Louisiana 
corporation, TBC ARKANSAS, INC., an Arkansas corporation, TBC MANAGEMENT, 
LTD., a Texas limited partnership, TBC MANAGEMENT, INC., a Delaware 
corporation, TRAVIS BOATING CENTER LOUISIANA, INC., a Louisiana corporation, 
TRAVIS BOATING CENTER TENNESSEE, INC., a Texas corporation, TRAVIS BOATING 
CENTER ALABAMA, INC., a Texas corporation, RED RIVER MARINE ARKANSAS, INC., 
an Arkansas corporation, TRAVIS BOATING CENTER LITTLE ROCK, INC., an 
Arkansas corporation, TRAVIS BOATING CENTER GEORGIA, INC., a Texas 
corporation, TRAVIS BOATING CENTER FLORIDA, INC., a Texas corporation, and 
TRAVIS BOATING CENTER MISSISSIPPI, INC., a Texas corporation and any other 
entity which may become a party to this Agreement as a borrower, each of 
which is designated as a "Borrower" on Schedule I hereto (as modified from 
time to time) (hereinafter individually referred to as a "Borrower" and 
collectively referred to as "Borrowers"), and NationsBank of Texas, N.A., a 
national banking association, for itself and as agent (in such capacity, 
hereinafter referred to as "Agent"), and the lending institutions designated 
as "Lenders" on Schedule I hereto (as modified from time to time) 
(hereinafter collectively referred to as "Lenders").


                     W I T N E S S E T H:

WHEREAS, Lenders previously extended to Borrowers a $15,000,000.00 
revolving credit facility (the "Credit Facility") pursuant to that certain 
Revolving Credit Agreement, dated as of December 12, 1996, by and among 
Borrowers, Agent and Lenders, as supplemented, modified and amended by that 
certain Supplemental Credit and Security Agreement (the "Supplemental Credit 
and Security Agreement"), dated effective as of October 31, 1997, by and 
among Borrowers, Agent and Lenders (as supplemented, modified and amended, 
the "Credit Agreement"); and 


WHEREAS, Borrowers have requested that Lenders modify and amend the 
Credit Agreement with respect to various terms, including, without 
limitation, an increase in the Available Commitment from $15,000,000 to 
$55,000,000.00, the addition of a LIBOR interest option and the extension of 
the Termination Date from October 31, 1997, to October 31, 1999; and

WHEREAS, subject to the terms and conditions contained herein, Lender 
has agreed to such request.

1. 	NOW, THEREFORE, for and in consideration of the terms and 
conditions contained herein and for other good and valuable 
consideration, the receipt and sufficiency of which is hereby 
acknowledged by the parties hereto, Lenders, Borrowers and Agent hereby 
agree as follows:

1.	Definitions.  Capitalized terms used but not defined herein have 
the meaning given such term in the Credit Agreement.

2.	Amendments.  

(a)	The preamble of the Credit Agreement is modified to (i) 
delete the word "and" and insert a comma after the first phrase of "a 
Texas corporation" in the twelfth line thereof, and (ii) is modified to 
insert the words "and Travis Boating Center Mississippi, Inc., a Texas 
corporation" before the words "and any other" in the twelfth line 
thereof.

(b)	The Preliminary Statement of the Credit Agreement is modified 
(i) to delete the word "Fifteen" and to insert in place thereof the 
word "Fifty-Five" in the fifth line thereof, and (ii) to delete 
"$15,000,000" and to insert in place thereof "$55,000,000" in the fifth 
line thereof.

(c)	Section 1.1 of the Credit Agreement is hereby amended and 
modified to add thereto, in alphabetical order, the following 
definitions:

"Adjusted LIBOR Rate" shall mean on the applicable Effective 
Date, with respect to a LIBOR Rate Advance, a rate per annum equal 
to the sum of (a) the quotient of (i) the LIBOR Rate on the 
applicable Effective Date, divided by (ii) the remainder of 1.00 
minus the LIBOR Reserve Requirement, if any, on the applicable 
Effective Date, plus (b) the FDIC Percentage in effect on the 
applicable Effective Date, together with any additional 
impositions, assessments, fees or surcharges that may be imposed 
on Agent or any Lender (expressed as a percentage), to the extent 
such impositions, assessments, fees or surcharges are not 
reflected in the FDIC Percentage or the LIBOR Reserve Requirement 
and are generally imposed on banks with capitalization and 
supervisory risk factors comparable to Agent, plus (c) 2.375%.


"Agency Fee" shall mean the non-refundable fee equal to an 
amount to be mutually agreed to by the parties.

"Dollar" or "Dollars" means dollars of the United States of 
America.

"Effective Date" means the date Borrowers have elected in a 
Request for Advance or pursuant to Section 3.5 hereof, as 
applicable, for a LIBOR Rate Advance to begin to accrue interest 
at the Adjusted LIBOR Rate.

"FDIC Percentage" shall mean, on any day, the net assessment 
rate (expressed as a percentage rounded to the next highest 1/100 
of 1%) which is in effect on such day (under the regulations of 
the Federal Deposit Insurance Corporation or any successor) for 
determining the assessments paid by Agent to the Federal Deposit 
Insurance Corporation (or any successor) for insuring Eurocurrency 
deposits made in Dollars at Agent's principal offices (which for 
NationsBank shall be its offices in Dallas, Texas).  Each 
determination of said percentage made by Agent shall, in the 
absence of manifest error, be binding and conclusive.

"Interest Adjustment Date" shall mean the last day of an 
Interest Period.

"Interest Period" shall mean, with respect to a LIBOR Rate 
Advance, a period selected by Borrowers of 30, 60 or 90 days, 
commencing on the Effective Date of any LIBOR Rate Advance; 
provided that no Interest Period may be selected with respect to 
a LIBOR Rate Advance which ends on a date later than the 
Termination Date.


"LIBOR Rate"  shall mean, with respect to a LIBOR Rate 
Advance for the Interest Period applicable thereto, the rate of 
interest per annum (rounded upward to the next higher of 1/100 of 
1.0%) appearing on the Telerate Screen as the London interbank 
offered rate for deposits in Dollars for a term comparable to the 
relevant Interest Period as of approximately 11:00 A.M. (London 
time) on the day which is two (2) Business Days prior to the first 
day of such Interest Period; provided, that if at least two such 
offered rates appear on the Telerate Screen in respect to such 
Interest Period, the arithmetic mean of all such rates upward to 
determined by Agent) will be the rate used; provided, further, 
that if Telerate ceases to provide LIBOR quotations, such rate 
shall be the average rate of interest (per annum rounded upward to 
the next higher of 1/100 of 1.0%) of the offered rates at which 
Dollars appear on the Reuters Screen LIBO Page as the London 
interbank offered rate for deposits in Dollars at approximately 
11:00 a.m. (London time) two Business Days prior to the Effective 
Date for a term comparable to such Interest Period; provided, 
further, if more than one rate is specified on Reuters Screen LIBO 
Page, the applicable LIBOR Rate shall be the arithmetic mean of 
all such rates; provided, further, that if neither of the 
foregoing rates are available, the average (rounded upward to the 
next higher of 1/100 of 1.0%) of the per annum rates determined by 
Agent at which deposits in Dollars are offered for the relevant 
Interest Period by Agent (or its successor) to banks with combined 
capital and surplus in excess of $500,000,000 in the London 
interbank market as of 11:00 A.M. (London time) on the applicable 
Effective Date.

"LIBOR Rate Advance" shall mean a Working Capital Advance 
which bears interest computed with reference to the Adjusted LIBOR 
Rate.

"LIBOR Reserve Requirement" shall mean, on any day, that 
percentage (expressed as a decimal fraction) which is in effect on 
such date, as provided by the Federal Reserve System for 
determining the maximum reserve requirements generally applicable 
to financial institutions regulated by the Federal Reserve Board 
comparable in size and type to Agent (including, without 
limitation, basic supplemental, marginal and emergency reserves) 
under Regulation D with respect to "Eurocurrency Liabilities" as 
currently defined in Regulation D, or under any similar or 
successor regulation with respect to Eurocurrency liabilities or 
Eurocurrency funding (or, if reserves for Eurocurrency liabilities 
are not separately stated in such regulations, the other 
applicable category of liabilities which includes deposits by 
reference to which the interest rate on a LIBOR Rate Advance is 
determined or any category of extensions of credit which includes 
loans by a non-United States office of Agent to United States 
residents).  Each determination by Agent of the LIBOR Reserve 
Requirement, shall, in the absence of manifest error, be binding 
and conclusive.

"Minimum Notice Requirement" shall have the meaning set forth 
in Section 3.5(a).

"Regulatory Change" shall mean the adoption of any applicable 
law, rule or regulation, or any change in any applicable law, rule 
or regulation, or any change in the interpretation or 
administration thereof by any Governmental Authority charged with 
the administration thereof.

"Telerate Screen"  means the display designated as Screen 
3750 on the Telerate System or such other screen on the Telerate 
System as shall display the London interbank offered rates for 
deposits in U.S. dollars quoted by selected banks.


"Variable Rate Advance" means a Working Capital Advance which 
will bear interest computed with reference to the Variable Rate.

(d)	The definition of "Available Commitment" set forth in 
Section 1.1 of the Credit Agreement is modified to (i) delete the 
word "Fifteen" and to insert in place thereof the word "Fifty-
Five" in the second line thereof, and (ii) delete "$15,000,000" in 
the third line thereof and to insert in place thereof 
"$55,000,000".

(e)     The definition of "Borrowing Base" set forth in Section 1.1 
of the Credit Agreement is deleted in its entirety and replaced with 
the following provision:

"Borrowing Base" means an amount, as shown in the most recent 
monthly Borrowing Base Certificate, equal to the sum of:

 (a)	eighty percent (80%) (except for the months of 
October, November, December, January, February and March, 
when the rate shall be ninety percent (90%)) of Eligible 
Inventory;

(b)	fifty percent (50%) of Borrowers' Eligible 
Accessories, as shown in the most recent current monthly 
Borrowing Base Certificate; and

(c)	the sum of (i) fifty percent (50%) of the amount 
owing to Borrowers for Eligible Contract Discounts which have 
been outstanding less than one hundred and twenty (120) days 
at the date of invoice for Contract Debtors which settle on 
a quarterly basis, and (ii) twenty-five percent (25%) of the 
amount owing to Borrowers for Eligible Contract Discounts for 
Contract Debtors which settle on an annual basis; provided, 
however, that this item (d) may not exceed One Million Five 
Hundred Thousand and No/100 Dollars ($1,500,000.00).

(f)     The definition of "Borrowing Base Certificate" set forth in 
Section 1.1 of the Credit Agreement is deleted in its entirety and 
replaced with the following provision:

"Borrowing Base Certificate" means a certificate prepared as 
of each calendar month end, in the form attached hereto as Exhibit 
B, completed in all appropriate respects, executed by an 
Authorized Officer of TBM and delivered to Agent within 30 days of 
such calendar month end; provided, however, that the calculation 
of the excess of noncurrent year model boats, trailers and motors 
shall only be prepared each March 31 and September 30 of each 
Fiscal Year.


(g)	The definition of "Business Day" set forth in Section 1.1 of 
the Credit Agreement is deleted in its entirety and replaced with the 
following provision:

"Business Day" means (a) for all purposes other than as 
covered by clause (b) of this definition, any day of the week, 
other than Saturday, Sunday or other day Agent or any Lender is 
required or authorized by law or executive order to close, and (b) 
with respect to all requests, notices and determinations in 
connection with LIBOR Rate Advances, a day which is a Business Day 
described in clause (a) of this definition and which is a day for 
trading by and between banks for Dollar deposits in the London 
interbank market.

(h)     The definition of "Consolidated Funded Debt" set forth in 
Section 1.1 of the Credit Agreement is modified to delete the words 
"and having a final maturity of not less than one year" in the second 
and third lines thereof.

(i)     Subsection (a) of the definition of "Eligible Inventory" set 
forth in Section 1.1 of the Credit Agreement is deleted in its entirety 
and replaced with the following provision:

(a)	the boats, trailers and motors are new; provided, 
however, that Eligible Inventory shall not include any amount 
for noncurrent year model boats, trailers and motors in 
excess of the lesser of (i) Ten Million and No/100 Dollars 
($10,000,000.00) or (ii) thirty percent (30%) of all new 
boats, trailers and motors, such excess amount to be 
determined on a semi-annual basis only as of each March 31 
and September 30 of each Fiscal Year.

(j)	The definition of "Request for Advance" set forth in Section 
1.1 of the Credit Agreement is deleted in its entirety and replaced 
with the following provision:


"Request for Advance" means a written request of an 
Authorized Officer of TBM for a Working Capital Advance, 
substantially in the form attached hereto as Exhibit B-1, which 
shall (a) specify (i) the date of such an Advance, which shall be 
a Business Day, (ii) what portion of such Advance is to be a LIBOR 
Rate Advance or Variable Rate Advance, (iii) the aggregate amount 
of such Advance, (iv) for a LIBOR Rate Advance, the Interest 
Period and the Effective Date selected, and (v) the transfer 
instructions with respect to such Advance and (b) contain a 
certification of an Authorized Officer of TBM, as of the date of 
such Advance, (i) that the intended use of the proceeds of such 
Advance does not violate the provisions of this Agreement 
(including, without limitation, Section 2.1 and Section 5.13)  or 
any other Loan Document, and (ii) as to the matters set forth in 
Section 4.2(b) and (c).

(k)	The definition of "Termination Date" set forth in Section 1.1 
of the Credit Agreement is modified to (i) delete the words "October 
31, 1997" and to insert in place thereof the words "October 31, 1999" 
in the first line thereof.

(l)	The definition of "Working Capital Advance" set forth in 
Section 1.1 of the Credit Agreement is deleted in its entirety and 
replaced with the following provision:

"Working Capital Advance" means a Variable Rate Advance or a 
LIBOR Rate Advance of the Credit Facility made pursuant to Section 
2.2(a).

(m)	Section 2.1 of the Credit Agreement is modified to insert 
after the word "Borrowers," in the sixth line thereof the words "and 
Borrowers,".

(n)	Section 2.1(a)(ii) of the Credit Agreement is modified to 
insert after the words "provided in Section 2.2(a)" the words "or (b), 
as applicable" in the second line thereof.

(o)	Section 2.2(a) of the Credit Agreement is deleted in its 
entirety and replaced with the following:

(a)	Working Capital Advances.

(i)	Variable Advances.  In the case of any Variable 
Advance, Borrowers, through an Authorized Officer of TBM, 
shall give Agent at least one Business Day prior to the date 
of such Advance an irrevocable Request for Advance specifying 
their intention to borrow such Variable Advance hereunder. 
 Notice shall be given to Agent prior to 2:00 p.m., San 
Antonio, Texas time, in order for such Business Day to count 
toward the minimum number of Business Days required.  Such 
Request for Advance shall be accompanied by the documents 
required to be delivered pursuant to Article IV.  Any 
Variable Advance shall be in an amount not less than One 
Hundred Thousand and No/100 Dollars ($100,000.00) or greater 
whole multiples of Fifty Thousand and No/100 Dollars 
($50,000.00).


(ii)	LIBOR Rate Advances.  In the case of any LIBOR Rate 
Advance, Borrowers, through an Authorized Officer of TBM, 
shall give Agent an irrevocable Request for Advance which 
satisfies the Minimum Notice Requirement, specifying their 
intention to borrow or reborrow such Advance hereunder as a 
LIBOR Rate Advance.  Notice shall be given to Agent prior to 
10:00 A.M., San Antonio, Texas time, in order for such 
Business Day to count toward the Minimum Notice Requirement. 
 LIBOR Rate Advances shall in all cases be subject to 
availability and to Section 3.5 hereof.  Such Request for 
Advance shall be accompanied by the documents required to be 
delivered pursuant to Article IV.  The aggregate amount of 
LIBOR Rate Advances to be made on any funding date shall not 
be less than One Million and No/100 Dollars ($1,000,000.00) 
or greater whole multiples of Five Hundred Thousand and 
No/100 Dollars ($500,000.00).

(p)	Section 2.2(c) of the Credit Agreement is modified to delete 
the word "this" in the second line thereof.

(q)	Section 2.3 of the Credit Agreement is modified to add the 
following provision as a new subsection (d) to Section 2.3:

(d)	Agency Fee.  Borrowers shall pay to Agent, for the 
benefit of Agent, the Agency Fee as mutually agreed to by the 
parties.

(r)	Section 3.3 of the Credit Agreement is modified to insert the 
words "or the Adjusted LIBOR Rate, as specified in a Request for 
Advance or pursuant to Section 3.5, as applicable," in the second line 
thereof after the words "Variable Rate".

(s)	Section 3.4 of the Credit Agreement is deleted in its 
entirety and replaced with the following provision:

Section 3.4.	Mandatory Interest Payments.  Interest on the 
Notes, computed as provided in Section 3.11, shall be due and 
payable as follows: (i) with respect to interest accrued on each 
Variable Rate Advance, in arrears on the first day of each April, 
July, October and January commencing on April 1, 1997, (ii) with 
respect to interest accrued on each LIBOR Rate Advance, in arrears 
on the last day of the applicable Interest Period, and (iii) with 
respect to all Advances, on the Termination Date, so long as any 
principal of any Note remains unpaid.

(t)	Article III of the Credit Agreement is modified to insert the 
following provisions as Sections 3.5 and 3.12, respectively, and to 
renumber the current sections 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 
3.12, 3.13 and 3.14 as section 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.13, 
3.14, 3.15 and 3.16:


Section 3.5.	Election of the Applicable Rate.

(a)	Upon at least three (3) Business Days prior written 
notice to Agent ("Minimum Notice Requirement"), borrowers 
may, through an Authorized Officer of TBM, on any Interest 
Adjustment Date (other than the Termination Date), convert 
amounts of not less than One Hundred Thousand and No/100 
Dollars ($100,000.00) in the aggregate on the same day (or 
any whole multiple of Fifty Thousand and No/100 Dollars 
($50,000.00) in excess thereof) of any LIBOR Rate Advance 
into a Variable Rate Advance with interest accruing thereon, 
with reference to the Variable Rate, as provided in Section 
3.3 above.

(b)	Upon satisfaction by Borrowers of the Minimum 
Notice Requirement, and subject to the conditions provided in 
this Agreement or the Notes, Borrowers may, through an 
Authorized Officer of TBM, on any date prior to the 
Termination Date (provided that such date is sufficient to 
permit the selection of the Interest Period), convert amounts 
of not less than One Million and No/100 Dollars 
($1,000,000.00) in the aggregate on the same date (or any 
whole multiple of Five Hundred Thousand and No/100 Dollars 
($500,000.00) in excess thereof) of (i) any Variable Rate 
Advance(s) or (ii) of any LIBOR Rate Advance whose Interest 
Period will expire on or prior to the next Effective Date to 
be elected by Borrowers, into a LIBOR Rate Advance with 
interest accruing thereon with reference to the Adjusted 
LIBOR Rate as provided in Section 3.3 above, for the Interest 
Period and as of the Effective Date selected in such notice.

(i)	Each notice of LIBOR Rate election by 
Borrowers must be given an Authorized Officer of TBM, 
must satisfy the Minimum Notice Requirement and shall 
include the following:  (i) Borrowers' election of the 
Adjusted LIBOR Rate; (ii) Borrowers' choice of an 
Interest Period during which the Adjusted LIBOR Rate 
will apply; (iii) Borrowers' election of the Effective 
Date; and (iv) the amount of outstanding loan principal 
to which the Adjusted LIBOR Rate shall apply.  Borrowers 
shall give notice of such election to Agent on behalf of 
Lenders.


(ii)	Borrowers' election to select the Adjusted 
LIBOR Rate as the Applicable Rate is subject to the 
following conditions:  (1) the Interest Period shall be 
limited to a period commencing on the Effective Date and 
ending on a date 30, 60 or 90 days later elected by 
Borrowers in their notice to Agent; (2) Borrowers' 
written notice of an election shall be received by Agent 
in time to satisfy the Minimum Notice Requirement; 
(3) the last day of the Interest Period will not be 
subsequent in time to the Termination Date; (4) in the 
case of a continuation of a LIBOR Rate Advance, the 
Interest Period applicable after such continuation shall 
commence on the last day of the preceding Interest 
Period; (5) no LIBOR Rate election shall be made if 
Agent determines by reason of circumstances affecting 
the interbank Eurodollar market that either adequate or 
reasonable means do not exist for ascertaining the 
Adjusted LIBOR Rate for any Interest Period, or it 
becomes impracticable for Agent to obtain funds by 
purchasing Dollars in the interbank Eurodollar market, 
or if Agent or any Lender determines that the Adjusted 
LIBOR Rate will not adequately or fairly reflect the 
costs to any Lender of maintaining the applicable LIBOR 
Rate Advances at such rate, or if as a result of any 
Regulatory Change, it shall become unlawful or 
impossible for Lenders to maintain any such LIBOR Rate 
election; (6) there shall never be more than five (5) 
LIBOR Rate Advances, in the aggregate, in effect at any 
one time hereunder; and (7) no LIBOR Rate election shall 
be made after the occurrence and during the continuance 
of a Default or Event of Default.

(iii)	If, on or after the Effective Date, any 
Regulatory Change shall make it unlawful or impossible 
for any Lender (or its Eurodollar lending office) to 
make, maintain or fund LIBOR Rate Advances and such 
Lender shall so notify Agent, Agent shall forthwith give 
notice thereof to the other Lenders and Borrowers, 
whereupon until such Lender notifies Borrowers and Agent 
that the circumstances giving rise to such suspension no 
longer exist, the obligation of such Lender to make 
LIBOR Rate Advances shall be suspended.  If such Lender 
shall determine that it may not lawfully continue to 
maintain and fund any of its outstanding LIBOR Rate 
Advances to maturity and shall so specify in such 
notice, Borrowers shall immediately prepay in full the 
then outstanding principal amount of such Lender's 
portion of the LIBOR Rate Advances, together with 
accrued interest thereon.  Concurrently with prepaying 
such portion of the LIBOR Rate Advances, such Lender 
shall make a Variable Rate Advance to Borrowers in an 
equal principal amount (on which interest and principal 
shall be payable contemporaneously with the related 
LIBOR Rate Advances of the other Lenders).  


(iv)	Borrowers shall, jointly and severally, 
indemnify Agent and Lenders against any loss or expense 
which Agent or Lenders may, as a consequence of 
Borrowers' failure to make a payment on the date such 
payment is due hereunder or the payment, prepayment or 
conversion of any LIBOR Rate Advances hereunder on a day 
other than an Interest Adjustment Date, sustain or incur 
in liquidating or employing deposits from third parties 
acquired to effect, fund or maintain any such LIBOR Rate 
Advances or any part thereof, including, without 
limitation, any Consequential Losses.

(v)	Borrowers shall, jointly and severally, also 
indemnify Lenders against and reimburse Lenders for 
increased costs to Lenders, as a result of any 
Regulatory Change, in the maintaining of any LIBOR Rate 
Advances.  Agent shall give Borrowers a written notice 
of such costs within one hundred eighty (180) days of 
its or any Lender's implementation and/or compliance 
with any such Regulatory Change and such costs shall be 
reimbursed to such Lender prior to the earlier of 
(i) the Termination Date or (ii) ten (10) days following 
written notice thereof from Agent to Borrowers.  All 
payments made pursuant to this paragraph shall be made 
free and clear, without reduction for, or account of, 
any present or future taxes or other levies of any 
nature, excluding net income and franchise taxes.

(c)	To the extent Borrowers have not made an effective 
election under and in accordance with subparagraphs (a) or 
(b) above (including, without limitation, at the expiration 
of an Interest Period), the Applicable Rate shall be the rate 
specified pursuant to the provisions contained herein for 
Variable Rate Advances.  If Borrowers have failed to make 
such election at the end of an Interest Period, the Lenders 
shall be deemed to have made a Variable Rate Advance in the 
amount, and in replacement, of the LIBOR Rate Advance then 
maturing.


Section 3.12.	Capital Adequacy.  If any present or future 
law, governmental rule, regulation, policy, guideline or directive 
(whether or not having the force of law) or the interpretation 
thereof by a court or governmental authority with appropriate 
jurisdiction affects the amount of capital required to be 
maintained by Agent or any Lender or any corporation controlling 
such Agent or any Lender reasonably determines that the amount of 
capital so required to be maintained is increased by or based upon 
the existence of the Credit Facility or the Letters of Credit, 
then Agent may notify Borrowers, in writing, of such fact, and 
Borrowers shall pay to Agent (for the benefit of such Lender) from 
time to time on demand, as an additional fee payable hereunder, 
such amount as such Lender shall determine in good faith and 
certify in a notice to Borrowers in reasonable detail to be an 
amount that will adequately compensate such Lender in light of 
these circumstances for its increased costs of maintaining such 
capital effective after the date of Agent's notice to Borrower. 
 The payment required hereby shall be paid within thirty (30) days 
after the above certified notice has been delivered to Borrowers. 
 Lender shall allocate such cost increases among their customers 
in good faith and on an equitable basis.

(u)	Section 3.6(a) (formerly Section 3.5(a)) of the Credit 
Agreement is deleted in its entirety and replaced with the following 
provision:

(a)	At any time, Borrowers may by notice to Agent, with 
at least three Business Days prior notice in the case of 
LIBOR Rate Advances, and at least one Business Day prior 
notice in the case of Variable Rate Advances to the date on 
which prepayment under this Section 3.6 is to be made, 
voluntarily prepay outstanding Advances from time to time and 
at any time, in whole or in part; provided, that (i) each 
such partial payment must be in a minimum amount of at least 
One Hundred Thousand and No/100 Dollars ($100,000.00) or any 
whole multiple of Fifty Thousand and No/100 Dollars 
($50,000.00) in excess thereof, and (ii) Borrowers shall pay 
any related Consequential Losses within ten (10) days after 
Agents demand therefor.  Each such optional prepayment shall 
be applied ratably in accordance with Section 3.9 to pay the 
amounts owed to each Lender under the Credit Facility.

(v)	Section 3.6(b) (formerly Section 3.5(b)) of the Credit 
Agreement is modified to insert the words "together with any 
Consequential Loss arising as a result thereof" after the words "of 
such excess" in the sixth line thereof and before the period.

(w)	Section 3.6(c) (formerly Section 3.5(c)) of the Credit 
Agreement is modified to insert the words "together with any 
Consequential Loss arising as a result thereof" after the words "of 
such excess" in the eleventh line thereof.

(x)	Section 3.6 (formerly Section 3.5) of the Credit Agreement is 
modified to add the following provision as a new subsection (d) to 
Section 3.6:


(d)	If Borrowers shall prepay any LIBOR Rate Advance 
prior to the expiration of its applicable Interest Period, 
Borrowers shall indemnify Lenders against any consequential 
loss (the "Consequential Loss") incurred by Lenders as a 
result of any such prepayment, such Consequential Loss to be 
an amount equal to any losses, costs or expenses incurred or 
anticipated to be incurred by any Lender by virtue of such 
prepayment, which such loss, cost or expense shall include 
that which any Lender may sustain or incur in liquidating or 
employing deposits from any Lender or third parties acquired 
to effect, fund or maintain any such LIBOR Rate Advance, and 
shall be due and payable to Lenders at the time of such 
prepayment.  Such loss or expense shall consist of (i) any 
expense or penalty incurred by any Lender in redepositing 
such principal amount, plus (ii) any "breakage" fees that any 
Lender is required to pay by reason of the early breakage of 
any customary LIBOR contract entered into by any Lender in 
connection with providing funds for such LIBOR Rate Advance. 
 Any Consequential Loss required to be paid by Borrowers 
pursuant to this Section 3.6 or any other provisions of this 
Agreement or of the other Loan Documents in connection with 
the prepayment of any LIBOR Rate Advances shall be due and 
payable whether such prepayment is being made voluntarily or 
involuntarily, including, without limitation, as a result of 
an acceleration of sums due under LIBOR Rate Advances or any 
part thereof due to an Event of Default.

(y)	Section 3.9 (formerly Section 3.8) of the Credit Agreement is 
modified to (i) amend the section reference in the sixth line thereof 
from Section 3.5 to Section 3.6, and (ii) to add the following proviso 
at the end of Section 3.9 and before the period:

; provided, however, that unless otherwise designated by Borrowers 
or required by law, prepayments and involuntary payments received 
by the holder hereof and applied to principal hereunder shall be 
applied first to the Variable Rate Advances (or that portion of 
LIBOR Rate Advances not subject to a prepayment penalty) and then 
to reduce LIBOR Rate Advances

(z)	Section 3.13 (formerly Section 3.11) of the Credit Agreement 
is modified to amend the section references in the fourteenth and 
fifteenth lines thereof from Section 3.11 to Section 3.13.

(aa)	Section 3.16 (formerly Section 3.14) of the Credit Agreement 
is modified to amend the section references in the thirteenth and 
twenty-first lines thereof from Section 1.04 to Section 3.16 and from 
Section 3.14 to Section 3.16, respectively.

(bb)	Section 6.1(d) of the Credit Agreement is modified to amend 
the subsection reference in the fourth line thereof from Section 3.5(b) 
to Section 3.6(b).


(cc)	Section 7.1 of the Credit Agreement is modified to delete the 
word "less" and to insert in place thereof the word "more" in the third 
line thereof.

(dd)	Section 7.2 of the Credit Agreement is modified to delete 
"$12,000,000.00" in the third line thereof and to insert in place 
thereof "$14,000,000.00".

(ee)	Section 7.10 of the Credit Agreement is modified to 
(i) insert the words "One Million" before the words "Five Hundred 
Thousand" in the sixth line thereof, and (ii) delete "$500,000.00" and 
to insert in place thereof "$1,500,000.00" in the sixth line thereof.

(ff)	Exhibits A (Form of Note), B (Borrowing Base Certificate), B-
1 (Form of Request for Advance) and F (Form of Compliance Certificate), 
and Schedule I (Parties to Credit Agreement, Notice Addresses and 
Lender Schedule), Schedule 5.1 (Jurisdictions Qualified to do Business 
In) and Schedule 5.19 (Locations), are each deleted in their entirety 
and replaced with the attached Exhibits A (Form of Note), B (Borrowing 
Base Certificate), B-1 (Form of Request for Advance) and F (Form of 
Compliance Certificate) and Schedule I (Parties to Credit Agreement, 
Notice Addresses and Lender Schedule), Schedule 5.1 (Jurisdictions 
Qualified to do Business In) and Schedule 5.19 (Locations).

(gg)	Each of the Loan Documents shall be amended wherever as is 
necessary, and even though not specifically addressed or identified 
herein, so as to conform to the amendments to the provisions of the 
Agreement which are set forth in this Amendment.

3.	Conditions Precedent.  This Amendment shall be effective upon the 
fulfillment of all of the following conditions:

(a)	Borrowers, Agent and Lenders shall have executed and 
delivered this Amendment;

(b)	Borrowers shall have executed and delivered to each Lender 
its promissory note, in the amount of such Lender's Loan Commitment 
Amount, in the form attached hereto as Exhibit A, in substitution and 
replacement of the outstanding Notes;

(c)	Agent shall have received an opinion of counsel for 
Borrowers, opining as to the due organization, existence and good 
standing of Borrowers, that each of the Loan Documents, as modified by 
this Amendment, have been duly authorized by Borrowers and constitute 
the legal, valid and binding obligations of Borrowers, enforceable 
against each of them in accordance with their terms, compliance by 
Borrowers with applicable Laws as Lenders may require, and such other 
matters as Agent may reasonably request, in form and substance 
satisfactory to Agent;

(d)	Agent shall have received an opinion of Mississippi Counsel 
opining as to the enforceability and perfection of Lenders' security 
interest in the Collateral and such other matters as Agent may 
reasonably request, in form and substance satisfactory to Agent under 
Mississippi law;

(e)	Borrowers shall have delivered to Lenders such certificates, 
authorizations or other items (in form and substance satisfactory to 
Lenders) as Lenders shall require to evidence or confirm the due 
formation, existence and good standing of each of the Borrowers, on the 
date hereof, and the partnership and corporation authorization for the 
execution, delivery and enforceability of  the Loan Documents, as 
modified by this Amendment, by and against Borrowers;

(f)	Borrowers, Agent and Lenders shall have executed and 
delivered a Supplemental Credit and Security Agreement, the promissory 
notes in relation thereto, and such other documents, opinions or 
certificates as may be necessary or as may be required, in the opinion 
of counsel to Lenders, to add Travis Boating Center Mississippi, Inc., 
a Texas corporation, as a party to the Loan Documents pursuant to and 
in accordance with Section 7.15 of the Agreement to effect the 
transactions contemplated thereby; and

(g)	No Default or Event of Default shall have occurred and be 
continuing under the Credit Agreement or under any other Loan Document, 
and no default shall have occurred and be continuing under any other 
documentation evidencing other Debt owed by Borrowers.

4.	Ratification; Lien Priority; Effectiveness of Liens.  Except as 
otherwise modified by this Amendment, all terms and provisions of the Credit 
Agreement, the Notes, the Security Agreement and the other Loan Documents 
remain unchanged and hereby are ratified and confirmed and shall be and 
shall remain in full force and effect, enforceable in accordance with their 
terms.  Nothing herein contained shall affect or impair the validity or 
priority of the liens and security interests arising under the Security 
Agreement or the liens and security interests arising under any other Loan 
Documents.  Borrowers hereby acknowledge and agree that the liens and 
security interests of the Security Agreement and any and all other Loan 
Documents are valid and subsisting liens and security interests, and remain 
superior to all liens and security interests other than those exceptions 
heretofore approved by Lenders in writing.

5.	Payment of Expenses.  Borrowers agree to provide to Lenders, upon 
demand, the reasonable attorneys' fees and expenses of Lenders' counsel, and 
other reasonable expenses incurred by Lenders in connection with this 
Amendment.


6.	Representations and Warranties; Further Assurances.  Borrowers 
represent and warrant that the representations and warranties contained in 
the Credit Agreement and in the other Loan Documents, as modified by this 
Amendment, are and remain true and correct in all respects on and as of the 
date hereof, except to the extent that any representation or warranty is 
necessarily made as of a particular date.  Borrowers shall execute or 
deliver such other documents as may be necessary or as may be required, in 
the opinion of counsel to Lenders, to effect the transactions contemplated 
hereby.

7.	Binding Amendment.  The provisions of this Amendment shall be 
binding upon and shall inure to the benefit of the parties hereto and their 
respective successors and assigns.

8.	Enforceability.  In the event the enforceability or validity of 
any portion of this Amendment or any of the other Loan Documents is 
challenged or questioned, such provision shall be construed in accordance 
with, and shall be governed by, whichever applicable federal or Texas law 
would uphold or would enforce such challenged or questioned provision.

9.	Counterparts.  This Amendment may be executed in any number of 
original counterparts, each of which when so executed and delivered shall be 
an original, and all of which, collectively, shall constitute one and the 
same agreement, it being understood and agreed that the signature pages may 
be detached from one or more counterparts and combined with the signature 
pages from any other counterpart in order that one or more fully executed 
originals may be assembled.

10.	APPLICABLE LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE 
WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS EXCEPT TO THE EXTENT 
THAT THE LAWS OF ANOTHER JURISDICTION GOVERN THE CREATION, PERFECTION OR 
ENFORCEMENT OF INTERESTS, OR THEIR REMEDIES RELATED TO ANY PART OF 
BORROWERS' ASSETS OR TO THE EXTENT THAT UNITED STATES FEDERAL LAW APPLIES.

11.	Prior Understandings; No Defenses; Release; No Oral Agreements. 
 This Amendment supersedes all other prior understandings and agreements, 
whether written or not, between the parties hereto relating specifically to 
the transactions provided for herein.  Each Borrower confirms that there are 
no existing defenses, claims, counterclaims or rights of offset against 
Lender in connection with the negotiation, preparation, execution, 
performance or any other matters related to this Amendment or any of the 
other Loan Documents executed as of the date hereof and any of the 
transactions contemplated thereby, and each Borrower hereby expressly 
releases and discharges Lenders, and their officers and representatives, 
from any and all such claims, known or unknown.  Each Borrower further 
confirms that none of the Lenders has made any agreements with, or 
commitments or representations to, any Borrower (either in writing or 
orally) other than as expressly stated herein.


THIS WRITTEN AMENDMENT, TOGETHER WITH THE OTHER WRITTEN LOAN DOCUMENTS, 
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE 
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL 
AGREEMENT OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS 
BETWEEN THE PARTIES.

To the fullest extent applicable, Borrowers and Lenders acknowledge and 
agree that this Amendment and each of the Loan Documents shall be subject to 
Section 26.02 of the Texas Business and Commerce Code.

IN WITNESS WHEREOF, this Amendment is executed on this 31st day of 
October, 1997.

BORROWERS:

TRAVIS BOATS & MOTORS, INC., a Texas corporation, 
TRAVIS SNOWDEN MARINE, INC., A Texas corporation, 
TRAVIS BOATING CENTER ARLINGTON, INC., a Texas 
corporation, FALCON MARINE, INC., a Texas 
corporation, FALCON MARINE ABILENE, INC., a Texas 
corporation, TRAVIS BOATING CENTER BEAUMONT, INC., 
a Texas corporation, TRAVIS BOATING CENTER 
TENNESSEE, INC., a Texas corporation, TRAVIS 
BOATING CENTER ALABAMA, INC., a Texas corporation, 
TRAVIS BOATING CENTER GEORGIA, INC., a Texas 
corporation, TRAVIS BOATING CENTER FLORIDA, INC., 
a Texas corporation and TRAVIS BOATING CENTER 
MISSISSIPPI, INC., a Texas corporation


By: _____/S/___________________
Name:	Mark T. Walton
Title: President

TRAVIS BOATS & MOTORS BATON ROUGE, INC., a 
Louisiana corporation and TRAVIS BOATING CENTER 
LOUISIANA, INC., a Louisiana corporation


By: ____/S/____________________
Name:	Mark T. Walton
Title: President


TBC ARKANSAS, INC., an Arkansas corporation, RED 
RIVER MARINE ARKANSAS, INC., a Arkansas 
corporation and TRAVIS BOATING CENTER LITTLE ROCK, 
INC., a Arkansas corporation


By: ____/S/____________________
Name:	Mark T. Walton
Title: President

TBC MANAGEMENT, INC., a Delaware corporation


By: ___/S/_____________________
Name:	Mark T. Walton
Title: President

TBC MANAGEMENT, LTD., a Texas limited partnership 

By: TRAVIS BOATS & MOTORS, INC., a Texas
      corporation, as General Partner


By: ______/S/__________________
Name:	Mark T. Walton
Title: President

AGENT:

NATIONSBANK OF TEXAS, N.A.,
a national banking association,
as Agent for Lenders


By: __/S/______________________
Name:	R. Mark Bearfield
Title: Vice President



LENDERS:

NATIONSBANK OF TEXAS, N.A.,
a national banking association


By: ____/S/____________________
Name:	R. Mark Bearfield
Title: Vice President


HIBERNIA NATIONAL BANK,
a national banking association


By: ____/S/___________________
Name:	Wade Carwile
Title: Assistant Vice President

<PAGE>
                               


                                  EXHIBIT 10.38


                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                      TRAVIS BOATING CENTER TENNESSEE, INC.,

                         SOUTHEASTERN MARINE GROUP, INC.

                                      AND

                                LENA SCARBOROUGH

                                      AND

                                  MIKE ZORETIC




                                  DATED AS OF


                               NOVEMBER 20, 1997





<PAGE> 

                               TABLE OF CONTENTS

Section 1.      Sale of Assets.
        1.1     Purchase and Sale of Assets
Section 2.	Consideration
        2.1     Purchase Price    
        2.2     Post-Closing Liquidation          
        2.3     Allocation of Consideration       
        2.4     Bulk Sales Act    
Section 3.	Assumed Liabilities and Excluded Assets.
        3.1     Assignment and Assumption         
        3.2     Excluded Assets   
Section 4.	Representations and Warranties of Seller.
        4.1     Organization and Qualification    
        4.2     Authority and Validity    
        4.3     No Breach or Violation    
        4.4     Assets    
        4.5     Contracts and Commitments         
        4.6     Compliance with Law       
        4.7     Financial Statements      
        4.8     Legal Proceedings         
        4.9     Tax Returns; Other Reports        
        4.10    Employment Matters        
        4.11    Environmental Matters     
        4.12    Finders and Brokers       
        4.13    Access and Notice         
        4.14    Disclosure        
Section 5.	Representations and Warranties of Buyer.
        5.1     Organization and Qualification    
        5.2     Authority and Validity    
        5.3     No Breach or Violation    
        5.4     Disclosure        
Section 6.	Closing.
        6.1     Closing; Effective Date   
Section 7.	Conditions to Closing.
        7.1     Conditions to the Obligations of Buyer and Seller         
        7.2     Conditions to Obligations of Buyer        
        7.3     Conditions to Obligations of Seller       
        7.4     Waiver of Conditions      
Section 8.	Survival of Representations and Warranties; 
                  Indemnification.          
        8.1     Survival of Representations and Warranties        
        8.2     Indemnification by Seller         
        8.3     Indemnification by Buyer          
        8.4     Third Party Claims        
        8.5     Offset   
Section 9.	Covenants.
        9.1     No Shopping      
        9.2     Notification of Certain Matters  
        9.3     Satisfaction of Conditions       
        9.4     Transfer Taxes   
        9.5     Use of Seller's Name     
        9.6     Confidentiality  
        9.7     Consignment and Repair   
        9.8     Access to Records        
Section 10.	 Definitions.
        10.1    Accessories      
        10.2    Affiliate        
        10.3    Assets   
        10.4    Boat Show Rights         
        10.5    Boat Shows       
        10.6    Business         
        10.7    Deposits         
        10.8    Encumbrance      
        10.9    Governmental Authority   
	10.10	Intangibles
	10.11	Legal Requirement
	10.12	Miscellaneous Assets
	10.13	Net Cost
	10.14	New Boats, Motors, and Trailers
	10.15	Parts
	10.16	Permitted Encumbrances
	10.17	Person
	10.18	Used Boats, Motors, and Trailers
        10.19   Other Definitions.       
Section 11.	Miscellaneous.
        11.1    Parties Obligated and Benefited  
        11.2    Notices  
        11.3    Attorneys' Fees  
        11.4    Right to Specific Performance    
        11.5    Waiver   
        11.6    Captions        
        11.7    Choice of Law    
        11.8    Terms    
        11.9    Rights Cumulative        
	11.10	Further Actions
	11.11	Time
	11.12	Counterparts
	11.13	Entire Agreement
	11.14	Severability
	11.15	Construction
	11.16	Expenses


<PAGE>

                           ASSET PURCHASE AGREEMENT


	This Asset Purchase Agreement ("Agreement") is made as of November 
20, 1997, by and among Travis Boating Center Tennessee, Inc., a Texas 
corporation ("Buyer"), Southeastern Marine Group, Inc., a Tennessee 
corporation ("Seller"), and Lena Scarborough and Mike Zoretic, 
individuals living in Hendersonville, Tennessee ("Owner").


                                   Recitals

	WHEREAS, Seller is engaged in the business of retail marine products 
sales and service; and 

	WHEREAS, Buyer desires to purchase, and Seller desires to sell, 
certain of Seller's assets used or held for use in the Business as 
conducted by Seller;

	NOW, THEREFORE, in consideration of the above recitals and of the 
mutual agreements, representations, warranties, provisions, and covenants 
herein contained, and other good and valuable consideration, the parties 
hereto agree as follows:



Section 1.	Sale of Assets.

    1.1     Purchase and Sale of Assets.  Subject to the terms and 
conditions set forth in this Agreement, at the Closing, Seller will sell 
to Buyer, and Buyer will purchase from Seller, all of Seller's rights, 
title and interest in, to and under the following Assets:  (i) the New 
Boats, Motors, and Trailers listed on Schedule 1.1, (ii) the Parts and 
Accessories, (iii) the Miscellaneous Assets listed on Schedule 1.3, (iv) 
the Intangibles, (v) the Deposits, and (vi) the Boat Show Rights.


Section 2.	Consideration.

    2.1     Purchase Price.  Buyer will pay the purchase price of 
$1,670,133.52 for the Assets and the advance for the Used Boats, Motors, 
and Trailers in the amounts and in the manner set forth in this Section 2 
(the "Purchase Price"):

         2.1.1   New Boats, Motors, and Trailers.

         2.1.2   Parts and Accessories and Miscellaneous Assets.

         2.1.3   Intangibles, Deposits, Boat Show Rights and other 
Assets.

         2.1.4   Advance for Used Boats, Motors, and Trailers pursuant 
to Section 2.2.1:  $60,000.
									
         2.1.5   The aggregate amount payable for the Assets and the 
advance for the Used Boats, Motors, and Trailers is payable as 
follows:  (i) the sum of One Million Five Hundred Forty-Six Thousand 
One Hundred Thirty-Three and 52/100 Dollars ($1,546,133.52)is payable in
immediately available funds at Closing, (ii)notes due January 2, 1998 for 
$30,000 each to the Owners, and (iii) the remainder is payable 
pursuant to a promissory note (the "Promissory Note") substantially 
in the form attached as Exhibit A.
				
    2.2     Post-Closing Liquidation.
									
         2.2.1     Buyer shall serve as broker for the Used Boats, 
Motors, and Trailers.  At Closing, Buyer shall advance Seller 
$60,000 toward the future sales of the Used Boats, Motors, and 
Trailers.  Seller will establish an acceptable selling price for 
each such item, which price must be agreeable to Buyer.  Upon 
Buyer's sale of such items, Buyer will retain in each instance the 
greater of (i) ten percent (10%) of the actual sales price and (ii) 
the excess of the actual sales price over the acceptable selling 
price established by Seller.  The proceeds of each sale, after 
deducting the amount required pursuant to the preceding sentence, 
shall be credited against the $60,000 advance, without interest.  
Once the full $60,000 has been repaid to Buyer, Buyer shall pay to 
Seller within ten (10) days of receipt the proceeds of each 
subsequent sale of Used Boats, Motors, and Trailers, net of the 
payment to Seller pursuant to the fourth sentence of this Section 
2.2.1.  Buyer will use reasonable efforts to sell the Used Boats, 
Motors, and Trailers.
									
         2.2.2   Seller will bear the risk for all boats, motors, 
trailers, and other assets not purchased by Buyer and left on 
Buyer's premises, provided that Buyer will be responsible for 
insuring the Used Boats, Motors, and Trailers.  Buyer shall pay 
Seller, within ten (10) days of receipt, the proceeds from any claim 
pursuant to such insurance, however, Buyer shall not be liable to 
Seller for any loss not covered by insurance.

    2.3     Allocation of Consideration.   The consideration payable by 
Buyer under this Agreement will be allocated among the Assets as set 
forth in Section 2.1.  Buyer and Seller agree to be bound by such 
allocation, will not take any position inconsistent with such allocation, 
and will file all returns and reports with respect to the transactions 
contemplated by this Agreement, including all federal, state, and local 
tax returns, on the basis of such allocation.

    2.4     Bulk Sales Act.  Buyer and Seller waive compliance with the 
provisions of the Tennessee Bulk Sales Act, subject to Section 8.2.1(v).


Section 3.	Assumed Liabilities and Excluded Assets.

    3.1     Assignment and Assumption.  Seller will assign to Buyer, 
and Buyer will assume and perform, the "Assumed Liabilities", which are 
defined as:  (a) obligations accruing and relating to periods after the 
Effective Date under the contracts, oral and written, listed on 
Schedule 3.1 hereof, including the Boat Show Rights (the "Seller's 
Contracts"), and (b) warranty repair service on boats, motors, and 
trailers sold by Seller prior to or on the Effective Date, provided 
(i) that Buyer receives preapproval from the manufacturer or extended 
service contract provider, as the case may be, to do the repair or (ii) 
that (A) Buyer is recognized as an authorized warranty repair facility by 
the manufacturer or extended service contract provider, as the case may 
be, (B) the requested warranty repair is covered under the applicable 
manufacturer's warranty program or extended service contract, and 
(C) Seller and Owner use their reasonable best efforts to assist Buyer in 
collecting reimbursement from such manufacturers or extended service 
contract providers for repairs.  Buyer will not assume or have any 
responsibility for any liabilities or obligations of Seller other than 
the Assumed Liabilities.  In no event will Buyer assume or have any 
responsibility for any liabilities or obligations associated with the 
Excluded Assets.

    3.2     Excluded Assets.  The excluded assets (the "Excluded 
Assets"), which will be retained by Seller, will consist of the 
following: cash, accounts receivable, insurance policies, books and 
records, Used Boats, Motors, and Trailers, and other assets not described 
in Section 1.1.


Section 4.	Representations and Warranties of Seller.

    To induce Buyer to enter into this Agreement, Seller and Owner 
represent and warrant to Buyer, as of the Effective Date, as follows:

    4.1     Organization and Qualification.  Seller is a corporation 
duly organized, validly existing and in good standing under the laws of 
the State of Tennessee and has all requisite corporate power and 
authority to own, lease and use the Assets as they are currently owned, 
leased and used and to conduct the Business as it is currently conducted. 
  Seller is duly qualified or licensed to do business and is in good 
standing under the laws of each jurisdiction in which the character of 
the properties owned, leased or operated by it or the nature of the 
activities conducted by it makes such qualification necessary, except any 
such jurisdiction where the failure to be so qualified or licensed and in 
good standing would not have a material adverse effect on Seller or on 
the validity, binding effect or enforceability of this Agreement.  Set 
forth on Schedule 4.1 is the name and identity of each Person who owns of 
record or beneficially any common stock, capital stock, or other 
securities of Seller, has any right to vote with the owners of Seller, or 
has the right to acquire any such securities or rights.  Schedule 4.1 
also sets forth the amounts of all such securities or rights and the 
percentage that each Person's securities or rights bears to the whole.

    4.2     Authority and Validity.  Seller has all requisite power and 
authority to execute and deliver, to perform its obligations under, and 
to consummate the transactions contemplated by, this Agreement.  The 
execution and delivery by Seller of, the performance by Seller of its 
obligations under, and the consummation by Seller of the transactions 
contemplated by this Agreement have been duly authorized by all requisite 
action of Seller.  This Agreement has been duly executed and delivered by 
Seller and is the valid and binding obligation of Seller, enforceable 
against Seller in accordance with its terms, except insofar as 
enforceability may be affected by applicable bankruptcy, insolvency, 
reorganization, moratorium or similar laws now or hereafter in effect 
affecting creditors' rights generally or by principles governing the 
availability of equitable remedies.

    4.3     No Breach or Violation.  The execution, delivery and 
performance of this Agreement by Seller will not:  (a) violate any 
provision of the charter or bylaws of Seller; (b) violate any Legal 
Requirement; (c) require any consent, approval or authorization of, or 
any filing with or notice to, any Person; or (d) except as set forth in 
Schedule 4.3, (i) violate, conflict with or constitute a breach of or 
default under, (ii) permit or result in the termination, suspension or 
modification of, (iii) result in the acceleration of (or give any Person 
the right to accelerate) the performance of Seller under, or (iv) result 
in the creation or imposition of any Encumbrance under, any Seller 
contract or agreement or any other instrument evidencing any of the 
Assets or any instrument or other agreement to which Seller is a party or 
by which Seller or any of its assets is bound or affected, except, for 
purposes of this clause (d), such violations, conflicts, breaches, 
defaults, terminations, suspensions, modifications, and accelerations as 
would not, individually or in the aggregate, have a material adverse 
effect on the Business or Seller.

    4.4     Assets.

         4.4.1   Seller has exclusive, good and marketable title to 
the Assets claimed by Seller.  The Assets are free and clear of all 
Encumbrances of any kind or nature, except (a) Permitted 
Encumbrances and (b) Encumbrances disclosed on Schedule 4.4.1, which 
will be removed or otherwise released of record effective at or 
prior to the Closing, or for which executed releases in form 
appropriate for filing by Buyer will be delivered to Buyer at 
Closing.  Except as set forth on Schedules 3.1 and 4.4.1, none of 
the Assets is leased by Seller from any other Person.  All the New 
Boats, Motors, and Trailers, Parts and Accessories, Miscellaneous 
Assets are in good and operable condition and repair, ordinary wear 
and tear excepted, and have been maintained in accordance with all 
applicable safety codes.

         4.4.2   Seller has adopted, used, is using, and is the owner 
of the Intangibles, including trade names, brand names, trademarks, 
service marks, or any other word, name, symbol, or device, or 
combination thereof which is used by Seller to identify and 
distinguish Seller's goods and services from those manufactured, 
sold, or offered by others, as set forth on Schedule 4.4.2, whether 
existing at common law or which are applied for or which are 
registered in the office of the Secretary of State of the State of 
Tennessee or in the United States Patent and Trademark Office.  
Except as set forth on Schedule 4.4.2, Seller has full title and 
ownership of the Intangibles.  Neither Owner nor Seller has any 
knowledge of any infringement of Seller's rights with respect to the 
Intangibles.  To the knowledge of Seller or Owner, the Intangibles 
do not conflict with or infringe the rights of others.  To the 
knowledge of Seller or Owner, no third party has any ownership 
right, title, interest, claim in or lien on any of the Intangibles.

    4.5     Contracts and Commitments.  Seller has disclosed to Buyer 
all contracts and other contractual rights, oral and written, relating to 
the Business.  Except as may be disclosed on Schedule 3.1, each of the 
written agreements, contracts, commitments, leases, plans and other 
instruments, documents and undertakings listed on Schedule 3.1, including 
the Boat Show Rights, is valid and enforceable in accordance with its 
terms; Seller is, and to the knowledge of Seller and Owner, all other 
parties thereto are, in compliance in all material respects with the 
provisions thereof; Seller is not, and to the knowledge of Seller and 
Owner, no other party thereto, is in default in the performance, 
observance or fulfillment of any material obligation, covenant or 
condition contained therein; and, to the knowledge of Seller or Owner, no 
event has occurred which with or without the giving of notice or lapse of 
time, or both, would constitute a default thereunder; furthermore, except 
as may be disclosed on Schedule 3.1, no such material agreement, 
contract, commitment, lease, plan or other instrument, document or 
undertaking, in the reasonable opinion of Seller and Owner, contains any 
contractual requirement with which there is a reasonable likelihood the 
Seller, the Buyer, or any other party thereto will be unable to comply.

    4.6     Compliance with Law.   The ownership, leasing and use of 
the Assets as they are currently owned, leased and used and the conduct 
of the Business as it is currently conducted do not violate any Legal 
Requirement, which violations, individually or in the aggregate, would 
have a material adverse effect on the Business.  Seller has not received 
notice claiming a violation by Seller or the Business of any Legal 
Requirement applicable to Seller or the Business as it is currently 
conducted and to Seller's best knowledge, there is no basis for any claim 
that such a violation exists.

    4.7     Financial Statements.  Schedule 4.7 presents correct and 
complete copies of Seller's unaudited balance sheet for the fiscal year 
ended December 31, 1996, together with its unaudited statement of income 
and cash flows for the fiscal year then ended, and its unaudited balance 
sheet as of June 30, 1997, together with its unaudited statement of 
income for the six months then ended (collectively, the "Financial 
Statements").  The Financial Statements fairly present Seller's financial 
condition and results of operations as of the dates and for the periods 
indicated.  Since the opening date of the most recent operating statement 
included in the Financial Statements, the Business has been operated only 
in the ordinary course, and there has been no material adverse change in, 
and no events have occurred which are likely, individually or in the 
aggregate, to result in any material adverse change in, the Business, 
operations, Assets, prospects or condition (financial or otherwise) of 
the Business.

    4.8     Legal Proceedings.  Except as set forth on Schedule 4.8, 
there is no judgment or order outstanding, or any action, suit, 
complaint, proceeding or, to the knowledge of Seller or Owner, 
investigation by or before any Governmental Authority or any arbitrator 
pending, or to Seller's best knowledge, threatened, involving or 
affecting all or any part of the Business, the Assets or Seller.

    4.9     Tax Returns; Other Reports.  Seller has delivered to Buyer 
true and correct copies of its U.S. and Tennessee tax returns for the 
fiscal year ended December 31, 1996.  Seller has duly and timely filed in 
proper form with the appropriate Governmental Authority all income, 
franchise, sales, use, property, excise, payroll and other tax returns, 
and, to the knowledge of Seller or Owner, all other reports (whether or 
not relating to taxes) required to be filed with respect to the Business. 
 All taxes, fees and assessment of whatever nature due and payable by 
Seller with respect to the Business and the Assets have been paid, except 
such amounts as are being contested diligently and in good faith and are 
not in the aggregate material.

    4.10    Employment Matters.  Schedule 4.10 includes a complete and 
correct list of names and positions of all employees of Seller engaged in 
the Business, and their current hourly wages or monthly salaries and 
other compensation.  Seller has complied in all respects with all Legal 
Requirements relating to the employment of labor, including the Employee 
Retirement Income Security Act of 1974, as amended ("ERISA"), 
continuation coverage requirements with respect to group health plans, 
and those relating to wages, hours, collective bargaining, unemployment 
compensation, worker's compensation, equal employment opportunity, age 
and disability discrimination, immigration control and the payment and 
withholding of taxes.  No reportable event, within the meaning of Title 
IV of ERISA, has occurred and is continuing with respect to any "employee 
benefit plan" or "multiemployer plan" (as those terms are defined in 
ERISA) maintained by Seller or any Affiliate of Seller.  No prohibited 
transaction, within the meaning of Title I of ERISA, has occurred with 
respect to any such employee benefit plan or multiemployer plan, and no 
material accumulated funding deficiency (as defined in Title I of ERISA) 
or withdrawal liability (as defined in Title IV of ERISA) exists with 
respect to any such employee benefit plan or multiemployer plan.

    4.11    Environmental Matters.  (i) Real property used by Seller 
has, during Seller's use thereof, been maintained, and all activities of 
Seller, its employees, agents, contractors, lessees and invites thereon 
have been conducted, in compliance in all material respects with all 
applicable environmental laws; (ii) Seller has not received written 
notification from any governmental authority with respect to any actual 
or alleged violations of, or remedial obligations arising under, any 
applicable environmental laws with respect to such property which have 
not been responded to and cured; (iii) Seller has not received written 
notification from any Person or entity that it is (A) potentially 
responsible or liable under any applicable environmental laws for removal 
or remedial action or costs associated with the generation, treatment, 
storage, transportation or disposal of hazardous materials at such 
property, or (B) potentially liable for any costs or liability as a 
result of Seller's operation of the Business or Seller's generation, 
transfer, storage, use, release, transportation or disposal of hazardous 
materials in connection with the Business; (iv) Seller has not removed 
any underground storage tanks located on such property, (v) such property 
has not been used by Seller for the generation, disposal storage, 
treatment, processing or handling of hazardous materials in a manner that 
violates, or creates any remedial obligation under, any applicable 
environmental law, and such property is free of any on-site condition of 
environmental concern and is not in violation of any applicable 
environmental law; (vi) such property has not been listed on the National 
Priorities List maintained by the U.S. Environmental Protection Agency 
pursuant to CERCLA or on any other "Superfund" or "Superlien" list 
maintained by any governmental authority pursuant to any applicable law; 
and (vii) Seller has made available to Buyer true and correct copies of 
all environmental reports or inspections delivered to Seller or prepared 
at the request of Seller relating to such property.

    4.12    Finders and Brokers.  Any liability for any financial 
advisory, brokerage, finder's or similar fee or commission in connection 
with the transactions contemplated by this Agreement will be the 
liability of the party incurring the liability.

    4.13    Access and Notice.  Seller and Owner will permit Buyer and 
its authorized representatives reasonable access to, and make available 
for inspection, all of the assets and Business of Seller, including 
employees, customers and suppliers, and permit Buyer and its authorized 
representatives to inspect and make copies of all documents, records and 
information with respect to the Business or the Assets as Buyer or its 
representatives may request.  Seller and Owner will promptly notify Buyer 
in writing of (a) any notice or communication relating to a default or 
event that, with notice or lapse of time or both, could become a default, 
under any contract, commitment or obligation to which Seller is a party, 
or relating to the Business or the Assets, and (b) any adverse change in 
the Seller's or the Business' financial condition or the condition of the 
Assets.

    4.14    Disclosure.  No representation or warranty by Seller in 
this Agreement or in any Schedule or Exhibit to this Agreement, or any 
certificate furnished or to be furnished by Seller pursuant to this 
Agreement, contains or will contain any untrue statement of material 
fact, or omits or will omit to state a material fact required to be 
stated therein or necessary to make the statements contained therein not 
misleading in light of the circumstances in which made.


Section 5.	Representations and Warranties of Buyer.

    To induce Seller to enter into this Agreement, Buyer represents 
and warrants to Seller and Owner, as of the Effective Date, as follows:

    5.1     Organization and Qualification.  Buyer is a corporation 
duly organized, validly existing and in good standing under the laws of 
the State of Texas and has all requisite corporate power and authority to 
carry on its business as currently conducted and to own, lease, use and 
operate its assets.

    5.2     Authority and Validity.  Buyer has all requisite corporate 
power and authority to execute and deliver, to perform its obligations 
under, and to consummate the transactions contemplated by this Agreement. 
 The execution and delivery by Buyer of, the performance by Buyer of its 
obligations under, and the consummation by Buyer of the transactions 
contemplated by this Agreement have been duly authorized by all requisite 
corporate action of Buyer and this Agreement constitutes the valid and 
binding obligation of Buyer, enforceable in accordance with its terms, 
except insofar as enforceability may be limited or affected by applicable 
bankruptcy, insolvency, reorganization, moratorium or similar laws now or 
hereafter in effect affecting creditors' rights generally or by 
principles governing the availability of equitable remedies.

    5.3     No Breach or Violation.  The execution, delivery and 
performance of this Agreement by Buyer will not:  (a) violate any 
provision of the charter or bylaws of Buyer; (b) violate any Legal 
Requirement; (c) require any consent, approval or authorization of, or 
any filing with or notice to, any Person; or (d) (i) violate, conflict 
with or constitute a breach of or default under (without regard to 
requirements of notice, passage of time or elections of any Person), (ii) 
permit or result in the termination, suspension or modification of, (iii) 
result in the acceleration of (or give any Person the right to 
accelerate) the performance of Buyer under, or (iv) result in the 
creation or imposition of any Encumbrance under, any instrument or other 
agreement to which Buyer is a party or by which Buyer or any of its 
assets is bound or affected, except for purposes of this clause (d) such 
violations, conflicts, breaches, defaults, terminations, suspensions, 
modifications, and accelerations as would not, individually or in the 
aggregate, have a material adverse effect on Buyer or on the validity, 
binding effect or enforceability of this Agreement.

    5.4     Disclosure.  No representation or warranty by Buyer in this 
Agreement or in any Schedule or Exhibit to this Agreement, or any 
certificate furnished or to be furnished by Buyer pursuant to this 
Agreement, contains or will contain any untrue statement of material 
fact, or omits or will omit to state a material fact required to be 
stated therein or necessary to make the statements contained therein not 
misleading in light of the circumstances in which made.


Section 6.	Closing.
		
    6.1     Closing; Effective Date.  The closing ("Closing") of the 
transactions will be in Hendersonville, Tennessee, at 10:00 a.m. local 
time on November 20, 1997 ("Closing Date").  The transactions will be 
effective as of November 20, 1997 ("Effective Date").

    6.2     Events of Termination.  This Agreement may be terminated 
and the transactions contemplated by this Agreement may be abandoned at 
any time prior to the Closing:

         6.2.1   by the mutual written consent of Buyer and Seller; or

         6.2.2   by Buyer if Seller breaches in any material respects 
any of the covenants set forth in Section 9; provided, however, that 
the termination of this Agreement will not limit the right of Buyer 
to pursue an action for damages resulting from such breach or 
failure.

         6.2.3   by either party if the Closing shall not have taken 
place on or before December 5, 1997; provided, however, that if the 
failure to consummate the transactions is the result of (i) a breach 
or default by a party in the performance of any of its obligations 
under this Agreement or (ii) the failure of any representation or 
warranty of such party to be accurate in all material respects, then 
the termination of this Agreement will not limit the right of the 
other party to pursue an action for damages resulting from such 
breach or failure.


Section 7.	Conditions to Closing.

    7.1     Conditions to the Obligations of Buyer and Seller.  The 
obligations of each party to consummate the transactions contemplated by 
this Agreement to take place at the Closing are subject to the 
satisfaction or waiver, to the extent permitted by applicable Legal 
Requirements, at or prior to the Closing Date, of each of the following 
conditions:

         7.1.1   No action, suit or proceeding is pending or 
threatened by or before any Governmental Authority and no Legal 
Requirement has been enacted, promulgated or issued or deemed 
applicable to any of the transactions contemplated by this Agreement 
by any Governmental Authority, which would (a) prohibit Buyer's 
ownership or operation of all or a material portion of the Business 
or the Assets, (b) compel Buyer to dispose of or hold separate all 
or a material portion of the Business or the Assets as a result of 
any of the transactions contemplated by this Agreement, or (c) 
prevent or make illegal the consummation of any transactions 
contemplated by this Agreement.

    7.2     Conditions to Obligations of Buyer.  The obligations of 
Buyer to consummate the transactions contemplated by this Agreement to 
take place at the Closing are subject to the satisfaction or waiver, to 
the extent permitted by applicable Legal Requirements, at or prior to the 
Closing Date, of each of the following conditions:

         7.2.1   Seller has performed and complied in all material 
respects with each obligation, agreement, covenant and condition 
required by this Agreement to be performed or complied with by 
Seller at or prior to the Closing and has delivered to Buyer a 
certificate, dated the Closing Date, signed by Seller's President, 
to such effect, in substantially the form attached as Exhibit B.

         7.2.2   Seller has executed (or caused to be executed) and 
delivered to Buyer each of the following items:

              7.2.2.1 a Bill of Sale in substantially the 
form attached as Exhibit C;
	
              7.2.2.2 an Assignment and Assumption Agreement 
in substantially the form attached as Exhibit D; and 

              7.2.2.3 motor vehicle title certificates, 
applications for title, assignments of Manufacturer's Statements 
of Origin, and such other transfer instruments as Buyer may 
reasonably deem necessary or advisable to transfer the Assets to 
Buyer and to perfect Buyer's rights in the Assets.

         7.2.3   By the Closing Date, Buyer will have completed a due 
diligence review of the Business, operations and financial 
statements of Seller, the results of which are satisfactory to Buyer 
in its sole discretion.

         7.2.4   Buyer has completed, with Seller's cooperation, 
Schedules 1.1, 1.3, 2.2.1, 3.1, 4.1, 4.4.1, and 4.4.2.

         7.2.5   Seller has completed Schedules 4.7, 4.8, and 4.10.

         7.2.6   Owner has signed and delivered to Buyer a 
Non-Competition Agreement in substantially the form attached as 
Exhibit E. 

         7.2.7   Seller has signed and delivered to Buyer a 
Non-Competition Agreement in substantially the form attached as 
Exhibit F. 

         7.2.8   Seller shall have delivered to Buyer an amended lease 
for the property currently utilized by Seller, executed by Marine 
Properties, Inc., as landlord, conforming to the following 
conditions:  (i) initial lease term of five years, (ii) initial rent 
equal to the current rates plus $500 per month, (iii) three 
additional five-year extension periods at tenant's option, (iv) rent 
increases in each of the extension periods of 10% each, (v) no 
cancellation clause, (vi) a right of first refusal to purchase the 
property on behalf of the tenant, and (vii) such other terms as 
Buyer may reasonably require.

         7.2.9   Seller has delivered releases, in form reasonably 
satisfactory to Buyer, of all Encumbrances affecting any of the 
Assets (other than Permitted Encumbrances).

         7.2.10  Seller has provided Buyer with a copy of the 
amendment to its charter, certified by the Secretary of State of 
Tennessee, that it has changed its corporate name to one that is not 
similar to or confusing with "Southeastern Marine".

         7.2.11  Seller has provided Buyer with the original invoices 
evidencing the cost of the New Boats, Motors, and Trailers, Parts 
and Accessories, and an inventory sheet detailing these items.

         7.2.12  Buyer has received the opinion of Bass, Berry & Sims 
PLC in substantially the form attached as Exhibit H.

    7.3     Conditions to Obligations of Seller.  The obligations of 
Seller to consummate the transactions contemplated by this Agreement to 
take place at the Closing are subject to the satisfaction or waiver by 
Seller, to the extent permitted by applicable law, at or prior to the 
Closing Date, of each of the following conditions:

         7.3.1   Buyer has paid the Purchase Price required to be paid 
at the Closing.

         7.3.2   Buyer has performed and complied in all material 
respects with each obligation, agreement, covenant and condition 
required by this Agreement to be performed or complied with by Buyer 
at or prior to the Closing and has delivered to Seller a 
certificate, dated the Closing Date, signed by Buyer's President, to 
such effect, in substantially the form attached as Exhibit G.

         7.3.3   Buyer has executed and delivered to Seller each of 
the following:

              7.3.3.1 an Assignment and Assumption Agreement 
in substantially the form attached as Exhibit D; and

              7.3.3.2 the Promissory Note.

    7.4     Waiver of Conditions.  Any party may waive in writing any 
or all of the conditions to its obligations under this Agreement.


Section 8.	Survival of Representations and Warranties; 
Indemnification.

    8.1     Survival of Representations and Warranties.  The 
representations and warranties of Seller in this Agreement and in the 
documents and instruments to be delivered by Seller pursuant to this 
Agreement will survive the Closing without limitation until the first 
anniversary of the Effective Date; provided, however, that the 
representations and warranties set forth in Sections 4.9, 4.10, and 4.11 
hereof will survive the Closing without limitation until the third 
anniversary of the Effective Date.  The representations and warranties of 
Buyer in this Agreement and in the documents and instruments to be 
delivered by Buyer pursuant to this Agreement will survive the Closing 
without limitation until the first anniversary of the Effective Date.  
The periods of survival of the representations and warranties prescribed 
by this Section 8.1 are referred to as the "Survival Period."  The 
liabilities of the parties under their respective representations and 
warranties will expire as of the expiration of the applicable Survival 
Period; provided, however, that such expiration will not include, extend 
or apply to any representation or warranty, the breach of which has been 
asserted by Buyer in written notice to Seller before such expiration or 
about which Seller has given Buyer written notice before such expiration 
indicating the facts or conditions existing that, with the passage of 
time or otherwise, can reasonably be expected to result in a breach (and 
describing such potential breach in reasonable detail).  The covenants 
and agreements of the parties in this Agreement and in the other 
documents and instruments to be delivered by Seller or Buyer pursuant to 
this Agreement will survive the Closing and will continue in full force 
and effect without limitation.

    8.2     Indemnification by Seller.   Seller and Owner will 
indemnify, defend and hold harmless Buyer and its shareholders and its 
and their respective Affiliates, and the shareholders, directors, 
officers, employees, agents, successors and assigns of any of such 
Persons, from and against:

         8.2.1   all losses, damages, liabilities, deficiencies or 
obligations of or to Buyer resulting from or arising out of (i) any 
breach of any then surviving representation or warranty made by 
Seller in this Agreement, (ii) any breach of any then surviving 
covenant, agreement or obligation of Seller contained in this 
Agreement, (iii) any third party claim with respect to any 
occurrence relating to the Seller, the Owner, or the Business prior 
to or on the Effective Date, without regard to whether such third 
party claim with respect to such occurrence is asserted before or 
after the Effective Date, including any matter described on Schedule 
4.8, but excluding any such claim relating to the Assumed 
Liabilities, (iv) any liability or obligation of Seller not included 
in the Assumed Liabilities, including contingent liability for 
products sold prior to the Effective Date, (v) any claim that the 
transactions contemplated by this Agreement violate the Worker 
Adjustment and Retraining Notification Act, as amended, or any 
similar state or local law, or any bulk transfer or fraudulent 
conveyance laws of any jurisdiction, and (vi) any liability or 
obligation of Seller arising after the Effective Date; and

         8.2.2   all claims, actions, suits, proceedings, demands, 
judgments, assessments, fines, interest, penalties, costs and 
expenses (including settlement costs and reasonable legal, 
accounting, experts' and other fees, costs and expenses) incident or 
relating to or resulting from any of the foregoing.

In the event that an indemnified item arises under both clause 8.2.1(i) 
and under one or more of clauses 8.2.1(ii) through 8.2.1(vi) of this 
Section 8.2, Buyer's rights to pursue its claim under clauses 8.2.1(ii) 
through 8.2.1(vi), as applicable, will exist notwithstanding the 
expiration of the Survival Period applicable to such claim under clause 
8.2.1(i).	

    8.3     Indemnification by Buyer.  Buyer will indemnify, defend and 
hold harmless Seller and Seller's officers, employees, agents, successors 
and assigns, from and against:

         8.3.1   all losses, damages, liabilities, deficiencies or 
obligations of or to Seller or any such other indemnified Person 
resulting from or arising out of (i) any breach of any 
representation or warranty made by Buyer in this Agreement, (ii) the 
 breach of any covenant, agreement or obligation of Buyer contained 
in this Agreemen,  (iii) the failure by Buyer to perform any of its 
obligations in respect of the Assumed Liabilities; or (iv) the 
operation of the Business after the Effective Date; and

         8.3.2   all claims, actions, suits, proceedings, demands, 
judgments, assessments, fines, interest, penalties, costs and 
expenses (including, without limitation, settlement costs and 
reasonable legal, accounting, experts' and other fees, costs and 
expenses) incident or relating to or resulting from any of the 
foregoing.

In the event that an indemnified item arises under both clause 8.3.1(i) 
and under one or more of clauses 8.3.1(ii) or 8.3.1(iii) of this Section 
8.3, Seller's rights to pursue its claim under clauses 8.3.1(ii) or 
8.3.1(iii), as applicable, will exist notwithstanding the expiration of 
the Survival Period applicable to such claim under clause 8.3.1(i).
	
    8.4     Third Party Claims.  Promptly (and in any event within 30 
days) after the receipt by any party of notice of any claim, action, suit 
or proceeding by any Person who is not a party to this Agreement 
(collectively, an "Action"), which Action is subject to indemnification 
under this Agreement, such party (the "Indemnified Party") will give 
reasonable written notice to the party from whom indemnification is 
claimed (the "Indemnifying Party").  The Indemnified Party will be 
entitled, at the sole expense and liability of the Indemnifying Party, to 
exercise full control of the defense, compromise or settlement of any 
such Action unless the Indemnifying Party, within a reasonable time (and 
in any event within 15 days) after the giving of such notice by the 
Indemnified Party, (a) admits in writing to the Indemnified Party the 
Indemnifying Party's liability to the Indemnified Party for such Action 
under the terms of this Section 8, (b) notifies the Indemnified Party in 
writing of the Indemnifying Party's intention to assume such defense, and 
(c) retains legal counsel reasonably satisfactory to the Indemnified 
Party to conduct the defense of such Action.  The other party will 
cooperate with the party assuming the defense, compromise or settlement 
of any such Action in accordance with this Agreement in any reasonable 
manner that such party reasonably may request.  If the Indemnifying Party 
so assumes the defense of any such Action, the Indemnified Party will 
have the right to employ separate counsel and to participate in (but not 
control) the defense, compromise or settlement of the Action, but the 
fees and expenses of such counsel will be at the expense of the 
Indemnified Party unless (i) the Indemnifying Party has agreed to pay 
such fees and expenses, (ii) any relief other than the payment of money 
damages is sought against the Indemnified Party or (iii) the Indemnified 
Party will have been advised by its counsel that there may be one or more 
defenses available to it which are different from or additional to those 
available to the Indemnifying Party, and in any such case that portion of 
the fees and expenses of such separate counsel that are reasonably 
related to matters covered by the indemnity provided in this Section 8 
will be paid by the Indemnifying Party.  No Indemnified Party will settle 
or compromise any such Action for which it is entitled to indemnification 
under this Agreement without prior written consent of the Indemnifying 
Party,  which consent may not be unreasonably withheld.  No Indemnifying 
Party will settle or compromise any such Action (A) in which any relief 
other than the payment of money damages is sought against any Indemnified 
Party or (B) in the case of any Action relating to the Indemnified 
Party's liability for any tax, if the effect of such settlement would be 
an increase in the liability of the Indemnified Party for the payment of 
any tax for any period beginning after the Effective Date, unless the 
Indemnified Party consents in writing to such compromise or settlement, 
which consent may not be unreasonably witheld.

    8.5     Offset.  Buyer will have a right of offset in the 
Promissory Note with respect to any matter for which Buyer is indemnified 
under Section 8.2.

    8.6     Limitations.  Notwithstanding any provision contained 
herein to the contrary, an Indemnifying Party shall not have any 
liabilities under this Section 8 prior to November 20, 1998, unless the 
aggregate of all amounts to which such Indemnifying Party is liable 
exceeds on a cumulative basis $1,000, in which event such Indemnifying 
Party is liable for all such amount above and below $1,000.  After 
November 20, 1998, such cumulative amount must exceed $10,000 before a 
claim may be made, in which event the Indemnifying Party is liable for 
all such amount above and below $10,000.  In addition, the total 
liability of an Indemnifying Party for claims made under this Section 8 
after November 20, 1998 shall be limited to the Purchase Price plus 
amounts paid pursuant to Section 2.2.1.


Section 9.	Covenants.

    9.1     No Shopping.  Neither the Seller, the Owner, nor any agent 
or representative of it or them will, during the period commencing on the 
date of this Agreement and ending with the earlier to occur of the 
Closing or the termination of this Agreement, directly or indirectly (a) 
solicit or initiate the submission of proposals or offers from any Person 
for, (b) participate in any discussions pertaining to, or (c) furnish any 
information to any Person other than Buyer relating to, any direct or 
indirect acquisition or purchase of an interest in the Seller or all or 
any portion of the Assets.  In the event that any Person should approach 
the Seller, the Owner, or any agent or representative of it or them with 
an inquiry concerning or an offer to negotiate concerning any such 
transaction, the Seller and the Owner shall immediately disclose to the 
Buyer all material information concerning such inquiry or offer.

    9.2     Notification of Certain Matters.  Seller will promptly 
notify Buyer of any fact, event, circumstance or action (a) which, if 
known on the date of this Agreement, would have been required to be 
disclosed to Buyer pursuant to this Agreement or (b) the existence or 
occurrence of which would cause any of Seller's representations or 
warranties under this Agreement not to be correct and complete.

    9.3     Satisfaction of Conditions.  Each party will use its 
reasonable best efforts to satisfy, or to cause to be satisfied, the 
conditions to the obligations of the other party to consummate the 
transactions contemplated by this Agreement.

    9.4     Transfer Taxes.  In the event that any Governmental 
Authority of the State of Tennessee or of any municipality, parish or 
other subdivision thereof shall at any time impose or otherwise require 
or demand payment by or from either Seller or Buyer of any state or local 
sales, use, transfer, excise, documentary or license taxes or fees or any 
other charge (including filing fees) with respect to Seller's sale or 
transfer to Buyer of the Assets, Seller will be responsible for the 
payment; provided that Buyer shall be responsible for all taxes and fees 
arising from obtaining certificates of title for any vehicles in the name 
of Buyer.

    9.5     Use of Seller's Name.  Seller may continue use of its Marks 
after the Effective Date only as long as necessary to, and in connection 
with, winding up Business transactions undertaken before the Effective 
Date, but in no event longer than sixty (60) days, after which time 
Seller will cease all such usage.  Neither Seller nor Owner will at any 
time adopt or use any word, mark or trade name which is similar to or 
confusing with "Southeastern Marine".  Seller will have the right to sue 
and recover for any and all past infringements of the Intangibles.  
Seller and Owner will notify Buyer of any infringement of the Intangibles 
of which either becomes aware.

    9.6     Confidentiality.  No party will issue any press release or 
make any other public announcement regarding this Agreement or the 
transactions contemplated hereby without the consent of the other 
parties.  Each party will, and will cause its employees, consultants, 
advisors and agents to, hold in confidence the terms of this Agreement 
and any non-public information concerning another party obtained pursuant 
to this Agreement.  Notwithstanding the preceding, Buyer may disclose 
such information to the extent required by any Legal Requirement 
(including disclosure requirements under federal and state securities 
laws).  Each party also may disclose such information to employees, 
consultants, advisors, agents and actual or potential lenders whose 
knowledge is necessary to facilitate the consummation of the transactions 
contemplated by this Agreement.  Each party's obligation to hold 
information in confidence will be satisfied if it exercises the same care 
with respect to such information as it would exercise to preserve the 
confidentiality of its own similar information.

    9.7     Consignment and Repair.  In the event Seller or Owner is 
required to retake possession of any products sold prior to the Effective 
Date, Buyer will accept the products on consignment from Seller or Owner. 
 Any repairs will be pre-approved by Seller and will be paid for by 
Seller or Owner.

    9.8     Access to Records.  Seller will allow Buyer reasonable 
access to its records for a period of two years after the Effective Date, 
for any reasonable business purpose related to the Business.

    9.9     Employees.  Buyer shall offer employment to each of 
Seller's employees, subject to compliance with Buyer's policies and 
procedures, with initial salaries to be in the amounts set forth on 
Schedule 4.10.


Section 10.	 Definitions.

		In addition to terms defined elsewhere in this Agreement, the 
following capitalized terms, when used in this Agreement, will have the 
meanings set forth below:

    10.1    Accessories.  All accessories inventoried on the Effective 
Date.

    10.2    Affiliate.  With respect to any Person, any other Person 
controlling, controlled by or under common control with such Person, with 
"control" for such purpose meaning the possession, directly or 
indirectly, of the power to direct or cause the direction of the 
management and policies of a Person, whether through the ownership of 
voting securities or voting interests, by contract, or otherwise.

    10.3    Assets.  All properties, privileges, rights, interests and 
claims, real and personal, tangible and intangible, of every type and 
description (including, without limitation, New Boats, Motors, and 
Trailers; Used Boats, Motors, and Trailers; Parts; Accessories; 
Miscellaneous Assets; Intangibles; Deposits; Boat Show Rights; and 
Seller's Contracts, more particularly described in Section 1.1 and on 
Schedules 1.1, 3.1 and 4.4.2), that are used, or held for use, by Seller 
or Owner in the Business and in which Seller or Owner has any right, 
title or interest (or in which Seller or Owner hereafter acquires any 
right, title or interest on or before the Closing Date), but excluding 
all Excluded Assets.

    10.4    Boat Show Rights.  All agreements for space at Boat Shows, 
including common stock and other ownership rights in corporations, 
partnerships, and other types of entities holding Boat Shows.

    10.5    Boat Shows.  All boat shows in Tennessee and all boat shows 
at which Seller has had a booth or made a presentation in any of the last 
five (5) years.

    10.6    Business.  The retail sales and service of boats, motors, 
trailers, marine accessories and water sporting goods at the Seller's 
store located in Hendersonville, Tennessee and at Boat Shows attended by 
the Seller.

    10.7    Deposits.  All customer deposits relating to customer 
special orders as of the Effective Date.

    10.8    Encumbrance.  Any mortgage, lien, security interest, 
security agreement, conditional sale or other title retention agreement, 
limitation, pledge, option, assessment or other such charge, restrictive 
agreement, restriction, encumbrance, adverse interest, restriction on 
transfer, or exception to or defect in title or other ownership interest 
(including reservations, rights of way, possibilities of reverter, 
encroachments, easements, rights of entry, restrictive covenants, leases 
and licenses).

    10.9    Governmental Authority.  (i) The United States of America, 
(ii) any state, commonwealth, territory or possession of the United 
States of America and any political subdivision thereof (including 
counties, municipalities and the like), (iii) any foreign (as to the 
United States of America) sovereign entity and any political subdivision 
thereof, or (iv) any agency, authority or instrumentality of any of the 
foregoing, including any court, tribunal, department, bureau, commission 
or board.

    10.10   Intangibles.  All intangible assets, including 
trademarks, service marks, copyrights, trade names (collectively, 
"Marks"), customer lists, claims, patents, rights of publicity and other 
intangibles, owned, used or held for use in the Business, including the 
names "Southeastern Marine", "Southeastern Marine Group, Inc." and all 
derivative uses of such names, and the goodwill associated therewith, and 
all rights granted to Buyer pursuant to the Non-Competition Agreements.

    10.11   Legal Requirement.  Any statute, ordinance, code, 
law, rule, regulation, order or other requirement, standard or procedure 
enacted, adopted or applied by any Governmental Authority, including 
judicial decisions applying common law or interpreting any other Legal 
Requirement.

    10.12   Miscellaneous Assets.  All furniture, fixtures, 
vehicles, equipment and other assets set forth on Schedule 1.3.

    10.13   Net Cost.  The actual net cost to Seller of an item, 
after all earned rebates and credits, plus (i) freight charges that have 
been paid by Seller to the manufacturer or (ii) scheduled freight charges 
if Seller has picked up an item.

    10.14   New Boats, Motors, and Trailers.  All new boats, 
motors, and trailers described on Schedule 1.1.

    10.15   Parts.  All parts inventoried on the Effective Date.

    10.16   Permitted Encumbrances.  The following Encumbrances: 
 (a) liens for taxes, assessments and governmental charges not yet due 
and payable; (b) zoning laws and ordinances and similar Legal 
Requirements; (c) rights reserved to any Governmental Authority to 
regulate the affected property; and (d) as to real property interests, 
any easements, rights-of-way, servitudes, permits, restrictions and minor 
imperfections or irregularities in title which are reflected in public 
records and which do not individually or in the aggregate interfere with 
the right or ability to own, lease, use or operate (whichever may be the 
case) the real property for the Business or to convey good, marketable 
and indefeasible title to the real property; provided that (i) Permitted 
Encumbrances will not include any item which could materially adversely 
affect the conduct of the Business and (ii) the classification of any 
item as a Permitted Encumbrance will not affect any liability Seller may 
have for such item, including pursuant to any indemnity obligation under 
this Agreement.

    10.17   Person.  Any natural person, corporation, 
partnership, trust, unincorporated organization, association, limited 
liability company, Governmental Authority or other entity.

    10.18   Used Boats, Motors, and Trailers.  All used boats, 
motors, and trailers described on Schedule 2.2.1.

    10.19   Other Definitions.  The following terms are defined 
in the Sections indicated:

    Term                                      Section 

    Action                                      8.4
    Assumed Liabilities                         3.1
    Closing                                     6.1
    Closing Date                                6.1
    Effective Date                              6.1
    ERISA                                       4.10
    Excluded Assets                             3.2
    Financial Statements                        4.7
    Indemnifying Party; Indemnified Party       8.4
    Marks                                      10.10
    Promissory Note                             2.1.7
    Purchase Price                              2.1
    Seller's Contracts                          3.1
    Survival Period                             8.1


Section 11.	Miscellaneous.

    11.1    Parties Obligated and Benefited.  Subject to the 
limitations set forth below, this Agreement will be binding on the 
parties and their respective assigns and successors in interest and will 
inure solely to the benefit of the parties and their respective assigns 
and successors in interest, and no other Person will be entitled to any 
of the benefits conferred by this Agreement.  Without the prior written 
consent of the other parties, no party will assign any of its rights 
under this Agreement or delegate any of its duties under this Agreement, 
provided that Buyer may, without the consent of any other party, (i) 
assign or delegate its rights or obligations under this Agreement to a 
commonly controlled entity of Buyer, and such assignee will be 
substituted for Buyer under this Agreement as though it were the original 
party to this Agreement and Buyer will be released from all obligations 
under this Agreement, and (ii) make a collateral assignment of its rights 
hereunder to Buyer's or its assignee's secured lenders. 

    11.2    Notices.  Any notice, request, demand, waiver or other 
communication required or permitted to be given under this Agreement will 
be in writing and will be deemed to have been duly given only if 
delivered in person or sent by first class, prepaid, registered or 
certified mail (return receipt requested), or delivered by commercial 
courier (e.g., United Parcel Service or Federal Express) or, if receipt 
is confirmed, by telecopier:

			To Buyer at:

			Travis Boating Center Tennessee, Inc.
			5000 Plaza on the Lake, Suite 250
			Austin, Texas 78746
			Attention:	Mike Perrine, Chief Financial Officer
			Telecopy:	512/329-0480

			With a copy (which will not constitute notice)
                        transmitted by telecopier to:

			Winstead Sechrest & Minick P.C.
			100 Congress Avenue, Suite 800
			Austin, Texas 78701
			Attention:	Walter Earl Bissex, Esq.
			Telecopy:	512/370-2850

			To Seller and Owner at:

			5150 Hereford Court
			Brentwood, Tennessee  37027
			Attention:	Mike Zoretic

	
			With a copy (which will not constitute notice)
                        transmitted by telecopier to:

			Bass, Berry & Sims PLC
			2700 First American Center
			Nashville, Tennessee  37238
			Attention:	J. Page Davidson, Esq.
			Telecopy:	615/742-2753
						
	
Any party may change the address to which notices are required to be sent 
by giving notice of such change in the manner provided in this Section 
11.2.  All notices will be deemed to have been received on the date of 
delivery or on the third business day after mailing in accordance with 
this Section, except that any notice of a change of address will be 
effective only upon actual receipt.

    11.3    Attorneys' Fees.  In the event of any action or suit based 
upon or arising out of any alleged breach by any party of any 
representation, warranty, covenant or agreement contained in this 
Agreement, the prevailing party will be entitled to recover reasonable 
attorneys' fees and other costs of such action or suit from the other 
party.

    11.4    Right to Specific Performance.  Seller acknowledges that 
the unique nature of the Assets renders money damages an inadequate 
remedy for the breach by Seller of its obligations under this Agreement, 
and Seller agrees that in the event of such breach, Buyer will upon 
proper action instituted by it, be entitled to a decree of specific 
performance of this Agreement.

    11.5    Waiver.  Neither this Agreement nor any of its provisions 
may be waived except in writing.  The failure of any party to enforce any 
right arising under this Agreement on one or more occasions will not 
operate as a waiver of that or any other right on that or any other 
occasion.

    11.6    Captions.  The section captions of this Agreement are for 
convenience only and do not constitute a part of this Agreement.

    11.7    Choice of Law.  This agreement and the rights of the 
parties under it will be governed by and construed in all respects in 
accordance with the laws of the State of Tennessee.

    11.8    Terms.  Terms used with initial capital letters will have 
the meanings specified, applicable to both singular and plural forms, for 
all purposes of this Agreement.  The word "include" and derivatives of 
that word are used in this Agreement in an illustrative sense rather than 
a limiting sense.

    11.9    Rights Cumulative.  All rights and remedies of each of the 
parties under this Agreement will be cumulative, and the exercise of one 
or more rights or remedies will not preclude the exercise of any other 
right or remedy available under this Agreement or applicable law.

    11.10   Further Actions.  Seller and Buyer will execute and 
deliver to the other, from time to time at or after the Closing, for no 
additional consideration and at no additional cost to the requesting 
party, such further assignments, certificates, instruments, records, or 
other documents, assurances or things as may be reasonably necessary to 
give full effect to this Agreement and to allow each party fully to enjoy 
and exercise the rights accorded to and acquired by it under this 
Agreement.

    11.11   Time.  Time is of the essence under this Agreement. 
 If the last day permitted for the giving of any notice or the 
performance of any act required or permitted under this Agreement falls 
on a day which is not a business day, the time for the giving of such 
notice or the performance of such act will be extended to the next 
succeeding business day.

    11.12   Counterparts.  This Agreement may be executed in 
one or more counterparts, each of which will be deemed an original.

    11.13   Entire Agreement.  This Agreement (including the 
Schedules and Exhibits referred to in this Agreement, which are 
incorporated into and constitute a part of this Agreement) contains the 
entire agreement of the parties and supersedes all prior oral or written 
agreements and understandings with respect to the subject matter of this 
Agreement.  This Agreement may not be amended or modified except by a 
writing signed by the parties.

    11.14   Severability.  Any term or provision of this 
Agreement which is invalid or unenforceable will be ineffective to the 
extent of such invalidity or unenforceability without rendering invalid 
or unenforceable the remaining rights of the Person intended to be 
benefited by such provision or any other provisions of this Agreement.

    11.15   Construction.  This Agreement has been negotiated 
by Buyer and Seller and their respective legal counsel, and legal or 
equitable principles that might require the construction of this 
Agreement or any provision of this Agreement against the party drafting 
this Agreement will not apply in any construction or interpretation of 
this Agreement.

    11.16   Expenses.  Except as otherwise expressly provided 
in this Agreement, each party will pay all of its own expenses, including 
attorneys' and accountants' fees, in connection with the negotiation of 
this Agreement, the performance of its obligations and the consummation 
of the transactions contemplated by this Agreement.


******************************  END OF PAGE     *****************************
<PAGE>

	The parties have executed this Agreement as of the day and year 
first above written.

                                 BUYER:

                                 TRAVIS BOATING CENTER TENNESSEE, INC.


                                 By: _____/S/____________________________
                                     Michael B. Perrine, CFO, Secretary, 
                                     Secretary

                                 SELLER:
                                 SOUTHEASTERN MARINE GROUP, INC.

                                 By: ________/S/_________________________

                                 OWNER: LENA SCARBOROUGH 

                                 ____________________________________ 
 
					   By: ________/S/_________________________
                                  
                                 OWNER: MIKE ZORETIC

                            
                                    
                      NON-COMPETITION AGREEMENT (INDIVIDUAL)


        This Non-Competition Agreement (the "Agreement"), dated as of November
20, 1997, is among TRAVIS BOATS & MOTORS, INC., a Texas corporation 
("Travis"), TRAVIS BOATING CENTER TENNESSEE, INC., a Texas corporation and 
wholly owned subsidiary of Travis ("Buyer"), both having an office for the 
purpose of notice at 13045 Research Blvd., Austin, Texas 78750, and 
__MIKE ZORETIC____________________, an individual residing at 
__5150 HEREFORD COURT, BRENTWOOD, TN  37027______________ ("Owner"). 

	WHEREAS, Buyer has agreed to acquire certain of the assets of 
Southeastern Marine, Inc., a Tennessee corporation ("Seller"), pursuant to 
that certain asset purchase agreement dated as of the date hereof (the 
"Purchase Agreement") among Buyer, Seller and the owners of Seller (the 
capitalized terms used herein have the meanings assigned to them in the 
Purchase Agreement unless otherwise defined herein); and

	WHEREAS, Owner owns 50% of the outstanding shares of capital stock of 
Seller; and

	WHEREAS, Owner has established a valuable, far-reaching personal 
reputation in the boat, boat accessory and water sports sales business; and

	WHEREAS, pursuant to the Purchase Agreement, Buyer will acquire 
Seller's tradenames  "Southeastern Marine", "Southeastern Marine, Inc.", 
and all derivative uses of such names and the goodwill associated 
therewith; and

	WHEREAS, Owner's personal reputation and identification with the 
Business is a significant portion of the value of the Business; and

	WHEREAS, the parties hereto agree that the reasonable market area of a 
business such as the Business is approximately a 150-mile radius; and

	WHEREAS, it is a condition precedent to the closing of the purchase 
under the Purchase Agreement that Owner shall have entered into this 
Agreement;

	NOW, THEREFORE, in consideration of the foregoing, and of the mutual 
covenants, terms and conditions hereinafter expressed, Travis, Buyer and 
Owner agree as follows:


   Section 1.

   1.1     Non-Competition.  Owner will not, for any reason:

         1.1.1   Engage in a business or businesses, directly or 
indirectly, that competes with Buyer in its conduct of the Business, 
or otherwise receive compensation for any services rendered regarding 
any aspect of the boat, boat accessory or water sport sales business 
anywhere in Tennessee within 150 miles of the location of the 
Business.

         1.1.2   Participate, directly or indirectly, in any business that 
competes with Buyer and the Business at any Boat Show.

         1.1.3   Engage in a business or businesses, directly or 
indirectly, that competes with Travis or any Affiliate of Travis in 
their conduct of the boat, boat accessory or water sport sales 
business, or otherwise receive compensation for any services rendered 
regarding any aspect of the boat, motor, trailer, marine accessory or 
water sport sales business anywhere in Tennessee within 150 miles of 
the location of any store operated by Travis or any Affiliate of 
Travis.

         1.1.4   Engage or participate, directly or indirectly, in any 
business which is substantially similar to that of Travis or any 
Affiliate of Travis, including, without limitation, serving as a 
consultant, administrator, officer, director, employee, manager, 
landlord, lender, guarantor, or in any similar or related capacity or 
otherwise receive compensation for services rendered regarding any 
aspect of the boat, boat accessory or water sport sales business 
anywhere in Tennessee within 150 miles of the location of any store 
operated by Buyer, Travis or any Affiliate of Travis.

    1.2     Owner agrees that Travis and Buyer will not be able to recognize 
the value of Seller's assets and the Business unless Buyer is able to 
engage in the successful operation of the Business, that the 
non-competition provisions set forth in Section 1.1 are ancillary to the 
Purchase Agreement, that the Purchase Agreement is an otherwise enforceable 
agreement, and that the non-competition provisions in this Agreement are 
therefore ancillary to an otherwise enforceable agreement.  Owner further 
agrees that the non-competition provisions set forth above are supported by 
independent valuable consideration and contain reasonable limitations as to 
the time, geographical area, and scope of activity for which he is to be 
restrained; and that the limitations of the non-competition provisions do 
not impose a greater restraint than is necessary to protect the goodwill or 
other business interests of Travis and Buyer.  It is agreed by the parties 
that the restrictions contained in Section 1.1 impose, on the date of the 
execution of this Agreement, a reasonable restraint on Seller in light of 
the activities and businesses of Travis and Buyer and their future plans.

    1.3     For the purposes of this Agreement, Owner will be deemed to be 
engaging or participating in a business or businesses if he is engaged in 
such business or businesses, directly or indirectly, whether for his own 
account or for that of any other person, firm or corporation, and whether 
as a stockholder (except solely as a stockholder in a publicly held 
corporation with more than 500 beneficial holders of common stock and as to 
which he owns, in the aggregate, less than 5% of any class of stock), 
director, officer, employee, consultant, partner, joint venturer, 
principal, agent, proprietor, consultant, manager, independent contractor, 
sales representative, landlord, lessor, lender, guarantor, or in any other 
capacity.  Engagement or participation by Owner's spouse in any activity 
prohibited by this Agreement shall be deemed to be indirect engagement or 
participation by Owner.


    Section 2.

    2.1     Term.  The term of this Agreement will commence on the date 
hereof and will terminate on the earlier of (i) November 20, 2002, or 
(ii) the effective date of Owner's termination of employment by Buyer 
without cause.

    2.2     Remedies.  Owner acknowledges that a breach of any of the 
provisions of Section 1 will cause irreparable harm to Travis and Buyer, 
for which there may be no adequate remedy at law and for which the 
ascertainment of damages would be difficult.  Therefore, Travis and Buyer 
will be entitled to specific performance of Section 1 hereof, in addition 
to, and without having to prove the inadequacy of, other remedies at law, 
as well as injunctive relief (without being required to post bond or other 
security), and, if such legal action becomes necessary, Travis and Buyer 
will be entitled to recover reasonable attorney's fees and costs of court 
incurred in connection with such action.  Nothing contained herein will be 
construed as prohibiting Travis and Buyer from pursuing any other remedies 
available to it for such breach, including the recovery of money damages.

    2.3     Notices.        Notices and demands provided for under this 
Agreement will be in writing and will be deemed to be fully given and 
received if sent by registered mail, postage prepaid, to the respective 
party at the address listed at the beginning of this Agreement.

    2.4     Assignment.  Buyer or Travis may assign its rights or obligations 
hereunder to any Affiliate of Buyer or Travis or any successor to the 
business of Buyer or Travis, by merger, consolidation, sale of assets, or 
otherwise.

    2.5     Reformation; Severability.  Whenever possible, each provision of 
this Agreement will be interpreted so as to be legal, valid and enforceable 
under applicable law, but in the event any provision of this Agreement is 
held to be prohibited, unenforceable or invalid under applicable law, the 
parties agree that such provision will automatically be deemed modified for 
purposes of performance of this Agreement to the extent necessary to render 
it lawful, valid and enforceable, or if such modification is not possible 
without materially altering the intent of the parties, that such provision 
will automatically be deemed severed from this Agreement to the extent of 
such prohibition, unenforceability, or invalidity.  The validity of the 
remaining provisions of this Agreement will not be altered by any such 
modification or severance.

    2.6     Amendment of Agreement.  Except as set forth in Section 2.5, this 
Agreement may  not be amended, modified, or supplemented except by a 
writing signed by all parties.

    2.7     Governing Law; Venue.  THIS AGREEMENT WILL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT 
REGARD TO THE CONFLICT OF LAWS RULES OF TEXAS.  Each of the undersigned 
irrevocably agrees that any legal action or proceeding brought against said 
Person with respect to this Agreement will be brought in the appropriate 
court in Travis County, Texas and hereby waives any right to be sued in any 
other place.

    2.8     Construction.  This Agreement constitutes the entire Agreement 
between the parties and will be binding upon and inure to the benefit of 
the parties hereto and their permitted successors and assigns.  No terms or 
understandings not herein contained will apply unless in writing and signed 
by all parties subsequent to execution of this Agreement.  This Agreement 
is intended to benefit only the parties hereto and no third party will have 
any right to enforce this Agreement or receive any benefits hereof.


	IN WITNESS WHEREOF, Travis, Buyer and Owner have executed this 
Agreement, in the manner appropriate to each, as of the day and year first 
above written.


                                      TRAVIS BOATS & MOTORS, INC.


                                      By: _/S/________________________________
                                          Michael B. Perrine, CFO, Secretary,
                                          Treasurer


                                      TRAVIS BOATING CENTER TENNESSEE, INC.


                                      By: ____/S/_____________________________
                                          Michael B. Perrine, CFO, Secretary,
                                          Treasurer



				   	_______/S/_____________
					    MIKE ZORETIC
<PAGE>
                                 

NON-COMPETITION AGREEMENT (INDIVIDUAL)


        This Non-Competition Agreement (the "Agreement"), dated as of November
20, 1997, is among TRAVIS BOATS & MOTORS, INC., a Texas corporation 
("Travis"), TRAVIS BOATING CENTER TENNESSEE, INC., a Texas corporation and 
wholly owned subsidiary of Travis ("Buyer"), both having an office for the 
purpose of notice at 13045 Research Blvd., Austin, Texas 78750, and 
__LENA SCARBOROUGH____________________, an individual residing at 
__125 W. HARBOR DRIVE, HENDERSONVILLE, TN 37075______________ ("Owner"). 

	WHEREAS, Buyer has agreed to acquire certain of the assets of 
Southeastern Marine, Inc., a Tennessee corporation ("Seller"), pursuant to 
that certain asset purchase agreement dated as of the date hereof (the 
"Purchase Agreement") among Buyer, Seller and the owners of Seller (the 
capitalized terms used herein have the meanings assigned to them in the 
Purchase Agreement unless otherwise defined herein); and

	WHEREAS, Owner owns 50% of the outstanding shares of capital stock of 
Seller; and

	WHEREAS, Owner has established a valuable, far-reaching personal 
reputation in the boat, boat accessory and water sports sales business; and

	WHEREAS, pursuant to the Purchase Agreement, Buyer will acquire 
Seller's tradenames  "Southeastern Marine", "Southeastern Marine, Inc.", 
and all derivative uses of such names and the goodwill associated 
therewith; and

	WHEREAS, Owner's personal reputation and identification with the 
Business is a significant portion of the value of the Business; and

	WHEREAS, the parties hereto agree that the reasonable market area of a 
business such as the Business is approximately a 150-mile radius; and

	WHEREAS, it is a condition precedent to the closing of the purchase 
under the Purchase Agreement that Owner shall have entered into this 
Agreement;

	NOW, THEREFORE, in consideration of the foregoing, and of the mutual 
covenants, terms and conditions hereinafter expressed, Travis, Buyer and 
Owner agree as follows:


   Section 1.

   1.1     Non-Competition.  Owner will not, for any reason:

         1.1.1   Engage in a business or businesses, directly or 
indirectly, that competes with Buyer in its conduct of the Business, 
or otherwise receive compensation for any services rendered regarding 
any aspect of the boat, boat accessory or water sport sales business 
anywhere in Tennessee within 150 miles of the location of the 
Business.

         1.1.2   Participate, directly or indirectly, in any business that 
competes with Buyer and the Business at any Boat Show.

         1.1.3   Engage in a business or businesses, directly or 
indirectly, that competes with Travis or any Affiliate of Travis in 
their conduct of the boat, boat accessory or water sport sales 
business, or otherwise receive compensation for any services rendered 
regarding any aspect of the boat, motor, trailer, marine accessory or 
water sport sales business anywhere in Tennessee within 150 miles of 
the location of any store operated by Travis or any Affiliate of 
Travis.

         1.1.4   Engage or participate, directly or indirectly, in any 
business which is substantially similar to that of Travis or any 
Affiliate of Travis, including, without limitation, serving as a 
consultant, administrator, officer, director, employee, manager, 
landlord, lender, guarantor, or in any similar or related capacity or 
otherwise receive compensation for services rendered regarding any 
aspect of the boat, boat accessory or water sport sales business 
anywhere in Tennessee within 150 miles of the location of any store 
operated by Buyer, Travis or any Affiliate of Travis.

    1.2     Owner agrees that Travis and Buyer will not be able to recognize 
the value of Seller's assets and the Business unless Buyer is able to 
engage in the successful operation of the Business, that the 
non-competition provisions set forth in Section 1.1 are ancillary to the 
Purchase Agreement, that the Purchase Agreement is an otherwise enforceable 
agreement, and that the non-competition provisions in this Agreement are 
therefore ancillary to an otherwise enforceable agreement.  Owner further 
agrees that the non-competition provisions set forth above are supported by 
independent valuable consideration and contain reasonable limitations as to 
the time, geographical area, and scope of activity for which he is to be 
restrained; and that the limitations of the non-competition provisions do 
not impose a greater restraint than is necessary to protect the goodwill or 
other business interests of Travis and Buyer.  It is agreed by the parties 
that the restrictions contained in Section 1.1 impose, on the date of the 
execution of this Agreement, a reasonable restraint on Seller in light of 
the activities and businesses of Travis and Buyer and their future plans.

    1.3     For the purposes of this Agreement, Owner will be deemed to be 
engaging or participating in a business or businesses if he is engaged in 
such business or businesses, directly or indirectly, whether for his own 
account or for that of any other person, firm or corporation, and whether 
as a stockholder (except solely as a stockholder in a publicly held 
corporation with more than 500 beneficial holders of common stock and as to 
which he owns, in the aggregate, less than 5% of any class of stock), 
director, officer, employee, consultant, partner, joint venturer, 
principal, agent, proprietor, consultant, manager, independent contractor, 
sales representative, landlord, lessor, lender, guarantor, or in any other 
capacity.  Engagement or participation by Owner's spouse in any activity 
prohibited by this Agreement shall be deemed to be indirect engagement or 
participation by Owner.


    Section 2.

    2.1     Term.  The term of this Agreement will commence on the date 
hereof and will terminate on the earlier of (i) November 20, 2002, or 
(ii) the effective date of Owner's termination of employment by Buyer 
without cause.

    2.2     Remedies.  Owner acknowledges that a breach of any of the 
provisions of Section 1 will cause irreparable harm to Travis and Buyer, 
for which there may be no adequate remedy at law and for which the 
ascertainment of damages would be difficult.  Therefore, Travis and Buyer 
will be entitled to specific performance of Section 1 hereof, in addition 
to, and without having to prove the inadequacy of, other remedies at law, 
as well as injunctive relief (without being required to post bond or other 
security), and, if such legal action becomes necessary, Travis and Buyer 
will be entitled to recover reasonable attorney's fees and costs of court 
incurred in connection with such action.  Nothing contained herein will be 
construed as prohibiting Travis and Buyer from pursuing any other remedies 
available to it for such breach, including the recovery of money damages.

    2.3     Notices.        Notices and demands provided for under this 
Agreement will be in writing and will be deemed to be fully given and 
received if sent by registered mail, postage prepaid, to the respective 
party at the address listed at the beginning of this Agreement.

    2.4     Assignment.  Buyer or Travis may assign its rights or obligations 
hereunder to any Affiliate of Buyer or Travis or any successor to the 
business of Buyer or Travis, by merger, consolidation, sale of assets, or 
otherwise.

    2.5     Reformation; Severability.  Whenever possible, each provision of 
this Agreement will be interpreted so as to be legal, valid and enforceable 
under applicable law, but in the event any provision of this Agreement is 
held to be prohibited, unenforceable or invalid under applicable law, the 
parties agree that such provision will automatically be deemed modified for 
purposes of performance of this Agreement to the extent necessary to render 
it lawful, valid and enforceable, or if such modification is not possible 
without materially altering the intent of the parties, that such provision 
will automatically be deemed severed from this Agreement to the extent of 
such prohibition, unenforceability, or invalidity.  The validity of the 
remaining provisions of this Agreement will not be altered by any such 
modification or severance.

    2.6     Amendment of Agreement.  Except as set forth in Section 2.5, this 
Agreement may  not be amended, modified, or supplemented except by a 
writing signed by all parties.

    2.7     Governing Law; Venue.  THIS AGREEMENT WILL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT 
REGARD TO THE CONFLICT OF LAWS RULES OF TEXAS.  Each of the undersigned 
irrevocably agrees that any legal action or proceeding brought against said 
Person with respect to this Agreement will be brought in the appropriate 
court in Travis County, Texas and hereby waives any right to be sued in any 
other place.

    2.8     Construction.  This Agreement constitutes the entire Agreement 
between the parties and will be binding upon and inure to the benefit of 
the parties hereto and their permitted successors and assigns.  No terms or 
understandings not herein contained will apply unless in writing and signed 
by all parties subsequent to execution of this Agreement.  This Agreement 
is intended to benefit only the parties hereto and no third party will have 
any right to enforce this Agreement or receive any benefits hereof.


	IN WITNESS WHEREOF, Travis, Buyer and Owner have executed this 
Agreement, in the manner appropriate to each, as of the day and year first 
above written.


                                      TRAVIS BOATS & MOTORS, INC.


                                      By: _/S/________________________________
                                          Michael B. Perrine, CFO, Secretary,
                                          Treasurer


                                      TRAVIS BOATING CENTER TENNESSEE, INC.


                                      By: ____/S/_____________________________
                                          Michael B. Perrine, CFO, Secretary,
                                          Treasurer



						
				   	______/S/_______________
					    LENA SCARBOROUGH
                                 






                        NON-COMPETITION AGREEMENT (SELLER)


	This Non-Competition Agreement (the "Agreement"), dated as of November 
20, 1997, is among TRAVIS BOATS & MOTORS, INC., a Texas corporation 
("Travis"), TRAVIS BOATING CENTER TENNESSEE, INC., a Texas corporation and 
wholly owned subsidiary of Travis ("Buyer"), both having an office for the 
purpose of notice at 13045 Research Blvd., Austin, Texas 78750, and 
SOUTHEASTERN MARINE GROUP, INC., a Tennessee corporation ("Seller") with an 
office for the purpose of notice at 5150 Hereford Court, Brentwood, 
Tennessee  37027, Attn:  Mike Zoretic.

	WHEREAS, Buyer has agreed to acquire certain of the assets of Seller 
pursuant to that certain asset purchase agreement dated the date hereof 
(the "Purchase Agreement") among Buyer, Seller and the owners of Seller 
(the capitalized terms used herein have the meanings assigned to them in 
the Purchase Agreement unless otherwise defined herein); and

	WHEREAS, pursuant to the Purchase Agreement, Buyer will acquire 
Seller's tradenames "Southeastern Marine", "Southeastern Marine Group, Inc. 
", and all derivative uses of such names and the goodwill associated 
therewith; and

	WHEREAS, the parties hereto agree that the reasonable market area of a 
business such as the Business is approximately a 150-mile radius; and

	WHEREAS, it is a condition precedent to the closing of the purchase 
under the Purchase Agreement that Seller shall have entered into this 
Agreement;

	NOW, THEREFORE, in consideration of the foregoing, and of the mutual 
covenants, terms and conditions hereinafter expressed, Travis, Buyer and 
Seller agree as follows:

                                 Section 1.

    1.1     Non-Competition.  Seller will not, for any reason:

         1.1.1   Engage in a business or businesses, directly or 
indirectly, that competes with Buyer in its conduct of the Business, or 
otherwise receive compensation for any services rendered regarding any 
aspect of the boat, boat accessory or water sport sales business anywhere 
in Tennessee within 150 miles of the location of the Business.

         1.1.2   Participate, directly or indirectly, in any business that 
competes with Buyer and the Business at any Boat Show.

         1.1.3   Engage in a business or businesses, directly or 
indirectly, that competes with Travis or any Affiliate of Travis in their 
conduct of the boat, boat accessory or water sport sales business, or 
otherwise receive compensation for any services rendered regarding any 
aspect of the boat, motor, trailer, or marine accessory or water sport 
sales business anywhere in Tennessee within 150 miles of the location of 
any store operated by Travis or any Affiliate of Travis.

         1.1.4   Engage or participate, directly or indirectly, in any 
business which is substantially similar to that of Travis or any Affiliate 
of Travis, including, without limitation, serving as a consultant, 
administrator, officer, director, employee, manager, landlord, lender, 
guarantor, or in any similar or related capacity or otherwise receive 
compensation for services rendered regarding any aspect of the boat, boat 
accessory or water sport sales business anywhere in Tennessee within 150 
miles of the location of any store operated by Buyer, Travis or any 
Affiliate of Travis.

    1.2     Seller agrees that Travis and Buyer will not be able to recognize 
the value of Seller's assets and the Business unless Buyer is able to 
engage in the successful operation of the Business, that the 
non-competition provisions set forth in Section 1.1 are ancillary to the 
Purchase Agreement, that the Purchase Agreement is an otherwise enforceable 
agreement, and that the non-competition provisions in this Agreement are 
therefore ancillary to an otherwise enforceable agreement. Seller further 
agrees that the non-competition provisions set forth above are supported by 
independent valuable consideration and contain reasonable limitations as to 
the time, geographical area, and scope of activity for which he is to be 
restrained; and that the limitations of the non-competition provisions do 
not impose a greater restraint than is necessary to protect the goodwill or 
other business interests of Travis and Buyer. It is agreed by the parties 
that the restrictions contained in Section 1.1 impose, on the date of the 
execution of this Agreement, a reasonable restraint on Seller in light of 
the activities and businesses of Travis and Buyer and their future plans.

    1.3     For the purposes of this Agreement, Seller will be deemed to be 
engaging or participating in a business or businesses if it is engaged in 
such business or businesses, directly or indirectly, whether for its own 
account or for that of any other person, firm or corporation, and whether 
as a stockholder (except solely as a stockholder in a publicly held 
corporation with more than 500 beneficial holders of common stock and as to 
which he owns, in the aggregate, less than 5% of any class of stock), 
director, officer, employee, consultant, partner, joint venturer, 
principal, agent, proprietor, consultant, manager, independent contractor, 
sales representative, landlord, lessor, lender, guarantor, or in any other 
capacity.


                                Section 2.

    2.1     Term.   The term of this Agreement will commence on the date 
hereof and will terminate on November 20, 2002.

    2.2     Remedies.  Seller acknowledges that a breach of any of the 
provisions of Section 1 will cause irreparable harm to Travis and Buyer, 
for which there may be no adequate remedy at law and for which the 
ascertainment of damages would be difficult. Therefore, Travis and Buyer 
will be entitled to specific performance of Section 1 hereof, in addition 
to, and without having to prove the inadequacy of, other remedies at law, 
as well as injunctive relief (without being required to post bond or other 
security), and, if such legal action becomes necessary, Travis and Buyer 
will be entitled to recover reasonable attorney's fees and costs of court 
incurred in connection with such action. Nothing contained herein will be 
construed as prohibiting Travis and Buyer from pursuing any other remedies 
available to it for such breach, including the recovery of money damages.

    2.3     Notices Notices and demands provided for under this Agreement will 
be in writing and will be deemed to be fully given and received if sent by 
registered mail, postage prepaid, to the respective party at the address 
listed at the beginning of this Agreement.

    2.4     Assignment.  Buyer or Travis may assign its rights or obligations 
hereunder to any Affiliate of Buyer or Travis or any successor to the 
business of Buyer or Travis, by merger, consolidation, sale of assets, or 
otherwise.

    2.5     Reformation; Severability.  Whenever possible, each provision of 
this Agreement will be interpreted so as to be legal, valid and enforceable 
under applicable law, but in the event any provision of this Agreement is 
held to be prohibited, unenforceable or invalid under applicable law, the 
parties agree that such provision will automatically be deemed modified for 
purposes of performance of this Agreement to the extent necessary to render 
it lawful, valid and enforceable, or if such modification is not possible 
without materially altering the intent of the parties, that such provision 
will automatically be deemed severed from this Agreement to the extent of 
such prohibition, unenforceability, or invalidity. The validity of the 
remaining provisions of this Agreement will not be altered by any such 
modification or severance.

    2.6     Amendment of Agreement. Except as set forth in Section 2.5, 
this Agreement may not be amended, modified, or supplemented except by a 
writing signed by all parties.

    2.7     Governing Law; Venue.   THIS AGREEMENT WILL BE CONSTRUED AND 
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT 
REGARD TO THE CONFLICT OF LAWS RULES OF TEXAS. Each of the undersigned 
irrevocably agrees that any legal action or proceeding brought against said 
Person with respect to this Agreement will be brought in the appropriate 
court in Travis County, Texas and hereby waives any right to be sued in any 
other place.

    2.8     Construction.  This Agreement constitutes the entire Agreement 
between the parties and will be binding upon and inure to the benefit of 
the parties hereto and their permitted successors and assigns. No terms or 
understandings not herein contained will apply unless in writing and signed 
by all parties subsequent to execution of this Agreement. This Agreement is 
intended to benefit only the parties hereto and no third party will have 
any right to enforce this Agreement or receive any benefits hereof.

	IN WITNESS WHEREOF, Travis, Buyer and Seller have executed this 
Agreement, in the manner appropriate to each, as of the day and year first 
above written.

                                      TRAVIS BOATS & MOTORS, INC.


                                      By: __/S/_______________________________
                                          Michael B. Perrine, CFO, Secretary,
                                          Treasurer


                                      TRAVIS BOATING CENTER TENNESSEE, INC.


                                      By: ___/S/____________________________
                                          Michael B. Perrine, CFO, Secretary, 
                                          Treasurer



                                      SOUTHEASTERN MARINE GROUP, INC.


                                      By: _/S/___________________________
							MIKE ZORETIC, PRESIDENT		
					


 

<PAGE>
                                    EXHIBIT 21.1

                              Subsidiaries of Registrant




REGISTRANT:		Travis Boats & Motors, Inc. 

Travis Snowden Marine, Inc.

Travis Boating Center Arlington, Inc. 

Falcon Marine, Inc. 

Falcon Marine Abilene, Inc. 


Travis Boating Center Beaumont, Inc. 

Travis Boats & Motors Baton Rouge, Inc.
                           
TBC Arkansas, Inc. 

TBC Management, Ltd. 

TBC Management, Inc. 
                           

Travis Boating Center Louisiana, Inc.

Travis Boating Center Tennessee, Inc. 

Travis Boating Center Alabama, Inc. 

Red River Marine Arkansas, Inc. 

Travis Boating Center Little Rock, Inc. 

Travis Boating Center Georgia, Inc.						

Travis Boating Center Florida, Inc.						

Travis Boating Center Mississippi, Inc. 



<PAGE>

                                 EXHIBIT 23.1


                      Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-41981) pertaining to the Travis Boats & Motors, Inc. 1995
Incentive Plan, Stock Option Agreement for Michael B. Perrine, Stock Option
Agreement for Mark T. Walton, and Stock Option Agreement for Ron Spradling of
our report dated November 25, 1997, with respect to the consolidated financial
statements of Travis Boats & Motors included in the Annual Report (Form 10-K)
for the year ended September 30, 1997.


                                         /s/   Ernst & Young LLP

Austin, Texas
December 23, 1997

<PAGE>

					EXHIBIT 27.1

[ARTICLE]                           5
[MULTIPLIER]                        1,000


<PERIOD TYPE>                       12-MOS                   12-MOS
<FISCAL YEAR-END>                   SEP-30-97               SEP-30-96
[PERIOD-START]                      OCT-01-96               OCT-01-95
[PERIOD-END]                        SEP-30-97               SEP-30-96
[CASH]                              5,816                   1,533
[SECURITIES]                        0                       0
[RECEIVABLES]                       3,915                   1,331
<ALLOWOWANCES>                      0                       0
[INVENTORY]                         34,450                  20,554
[CURRENT-ASSETS]                    44,725                  23,681
[PP&E]                              11,519                  8,572
[DEPRECIATION]                      2,750                   2,025
[TOTAL-ASSETS]                      59,121                  31,350
[TOTAL-LIABILITIES]                 35,064                  12,752
[BONDS]                             5,145                   4,335
[PREFERRED-MANDATORY]               0                       0
[COMMON]                            42                      41
[OTHER-SE]                          24,015                  18,557
[TOTAL-LIABILITY-AND-EQUITY]        59,121                  31,350     
			
[SALES]                             91,309                  64,555
[TOTAL-REVENUES]                    91,309                  64,555
[CGS]                               <67,354>                <48,072>
[TOTAL-COSTS]                       <67,354>                <48,072>
[OTHER-EXPENSES]                    <16,475>                <11,421>
[LOSS-PROVISION]                    0                       0
[INTEREST-EXPENSE]                  <1,354>                 <1,289>
[INCOME-PRETAX]                     6,114                   3,833
[INCOME-TAX]                        <2,133>                 <1,450>
[INCOME-CONTINUING]                 3,982                   2,383
[DISCONTINUED]                      0                       0
[EXTRAORDINARY]                     0                       0
[CHANGES]                           0                       0 
[NET-INCOME]                        3,982                   2,383
[EPS-PRIMARY]                      .94                     .78
[EPS-DILUTED]                      .93                     .78