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



Exhibit 10.58

                 AMENDMENT NO. 2 TO TRAVIS BOATS & MOTORS, INC.
                           LOAN AND SECURITY AGREEMENT

         Amendment No. 2 to Loan and Security Agreement dated as of December 14,
2001, by and between TRANSAMERICA  COMMERCIAL FINANCE CORPORATION ("Lender") and
the Persons listed on Schedule I attached hereto (individually, a "Borrower" and
collectively, the "Borrowers").

                                P R E A M B L E:
                                ----------------

         Pursuant  to that  certain  Loan  and  Security  Agreement  dated as of
January  28,  2000,  as  amended  on January  16,  2001 by and among  Lender and
Borrowers,  Adventure Marine & Outdoors,  Inc., Adventure Marine South, Inc. and
Adventure Boat Brokerage, Inc. (collectively, the "Loan Agreement"), Lender made
certain  financing  available to Borrowers.  Borrowers have requested  Lender to
modify certain terms and  provisions of the  Documents.  Lender has agreed to do
so, upon the terms and conditions of this Amendment.

         NOW, THEREFORE, in consideration of the premises which are incorporated
herein by this reference and constitute an integral part of this Amendment,  the
execution and delivery of this Amendment and the mutual covenants and agreements
hereafter set forth, the parties hereto agree as follows:

         1. Schedule I to the Loan  Agreement is amended in the form of Schedule
I attached hereto.

         2. Schedule II to the Loan Agreement is amended in the form of Schedule
II attached hereto.

         3. Section 1.1(B) of the Loan Agreement is amended to read as follows:

         4. "Accounts  Receivable" shall mean any and all accounts (as such term
is defined in the UCC) of any Borrower or any Guarantor and each and every right
of any Borrower or any Guarantor to (i) the payment of money or (ii) the receipt
or disbursement of products,  goods,  services or other valuable  consideration,
whether such right now exists or hereafter arises, whether such right arises out
of a sale,  lease or other  disposition  of Inventory,  or out of a rendering of
services, or out of a policy of insurance issued or to be issued relating to the
property  pledged  to Lender  pursuant  to the  Documents,  or from a  secondary
obligation  or arising out of the use of a credit or charge card or  information
contained on or for use with such card, incurred or to be incurred, or any other
transaction or event, whether such right is created,  generated or earned by any
Borrower,  any Guarantor or by some other Person who subsequently  transfers its
interest  to any  Borrower  or any  Guarantor,  whether  such right is or is not
already  earned by  performance,  and  howsoever  such  right may be  evidenced,
together with all other rights and interests (including all liens and security






*** Indicates Confidential  Treatment Requested.  The redacted material has been
filed with the Commission.
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interests)  which any Borrower or any  Guarantor  may at any time have by law or
agreement  against any Account Debtor or other Person obligated to make any such
payment or against any property of such Account Debtor or other Person."

         5. Section 1.1(F) of the Loan Agreement is amended to read as follows:

                  (F) "Borrowing Base" shall mean (i) for the period  commencing
                  on the Amendment No. 2 Closing Date and continuing  thereafter
                  through and including December 31, 2001, the Borrowing Base A;
                  and (ii)  commencing on January 1, 2002 and  continuing at all
                  times thereafter, the Borrowing Base B."

         6. Section 1.1(L) of the Loan Agreement is amended to read as follows:

                  (L)  "Collateral"  shall  mean all of any  Borrower's  assets,
                  howsoever  arising,  wherever located and whether now owned or
                  existing or hereafter existing or acquired, including, but not
                  limited to, the following:

                  (i)      all Accounts Receivable;

                  (ii)     all Inventory;

                  (iii)    any  and  all  monies,  reserves,  deposits,  deposit
                           accounts,   securities,   cash,   cash   equivalents,
                           balances,  credits, and interest and dividends on any
                           of the above, of or in the name of any Borrower,  now
                           or  hereafter   with  the  Lender  or  any  financial
                           institution,  and any and all other  property  of any
                           kind  and  description  of  or in  the  name  of  any
                           Borrower, now or hereafter, for any reason or purpose
                           whatsoever,  in the  possession  or control of, or in
                           transit to, the Lender or any agent or bailee for the
                           Lender;

                  (iv)     all chattel  paper,  whether  tangible or  electronic
                           chattel  paper,  contract  rights,  letter  of credit
                           rights,    and   instruments    including,    without
                           limitation,  all supporting obligations of any of the
                           foregoing;

                  (v)      all General Intangibles;

                  (vi)     all investment property;

                  (vii)    all furniture and fixtures;

                  (viii)   all Equipment;


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                  (ix)     all   documents  of  title  and   receipts,   whether
                           negotiable  or  non-negotiable,  including  all goods
                           covered by such documents;

                  (x)      all books,  records and  computer  records in any way
                           relating to the above property;

                  (xi)     any and all  substitutions,  renewals,  improvements,
                           replacements,  additions  and proceeds of (i) through
                           (x) above, including, without limitation, proceeds of
                           insurance policies."

         7. The "Documents", as defined in Section 1.1(S) of the Loan Agreement,
shall  include,  without  limitation,  the Loan  Agreement,  as  amended by this
Amendment and any other  amendments  and/or  restatements to the Loan Agreement,
the Guaranties,  as confirmed,  reaffirmed and amended by the  Confirmations  of
Guaranties, and as may be further confirmed, reaffirmed and amended from time to
time,  and the Guarantor  Security  Agreements,  as amended by the Amendments to
Guarantor Security Agreements and as may be further amended and/or restated from
time to time.

         8. Sections  1.1(Z)  through (AA) of the Loan  Agreement are amended to
read as follows:

                  (Z)  "Eligible  Inventory  D" shall  mean such  then  Eligible
                  Inventory of any Borrower consisting of watercraft, watercraft
                  motors and  watercraft  trailers  that are up to *** days from
                  the date of purchase by such  Borrower  that are  purchased on
                  open  account by any  Borrower  that the  Lender  deems in its
                  reasonable  discretion  to be eligible.  Eligible  Inventory D
                  shall  include  returned  and  repossessed  Inventory  that is
                  unused,  undamaged  which any  Borrower  intends  to resell to
                  another Person.

                  (AA)  "Eligible  Inventory  E" shall  mean such then  Eligible
                  Inventory of any Borrower consisting of watercraft, watercraft
                  motors and watercraft  trailers that are between *** days from
                  the date of purchase by such  Borrower  that are  purchased on
                  open  account by any  Borrower  that the  Lender  deems in its
                  reasonable  discretion  to be eligible.  Eligible  Inventory E
                  shall  include  returned  and  repossessed  Inventory  that is
                  unused,  undamaged  which any  Borrower  intends  to resell to
                  another Person."

         9. Section 1.1(EE) of the Loan Agreement is amended to read as follows:

                  (EE) "Fixed  Charge  Coverage  Ratio" for any 12 month  period
                  shall  mean a  fraction,  (i) the  numerator  of  which is the
                  Travis Entities earnings before interest,  taxes, depreciation
                  and  amortization  plus  any  Cash  Infusion  in such 12 month

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                  period and (ii) the  denominator  of which are the payments of
                  principal  and  interest  made or  required  to be made by the
                  Travis  Entities  on  all  indebtedness  (including,  but  not
                  limited to, capitalized leases) to all lenders (including, but
                  not limited to,  Lender and all  Persons  providing  any Third
                  Party Financing) in such 12 month period."

         10.  Section  1.1(JJ)  of the  Loan  Agreement  is  amended  to read as
follows:

                  (JJ) "General  Intangibles" shall mean all general intangibles
                  (as such term is defined in the UCC) owned by any  Borrower or
                  any   Guarantor,   including,   but  not  limited  to  payment
                  intangibles,  goodwill,  software,  trademarks,  trade  names,
                  licenses,    patents,    patent   applications,    copyrights,
                  inventions,  franchises,  books and records of any Borrower or
                  any Guarantor, designs, trade secrets, registrations,  prepaid
                  expenses, all rights to and payments of refunds, overpayments,
                  rebates and return of monies,  including,  but not limited to,
                  sales tax refunds,  tax refunds,  tax refund claims and rights
                  to and  payments of  refunds,  overpayments  or  over-fundings
                  under any pension,  retirement or profit sharing plans and any
                  guarantee,  security  interests or other  security  held by or
                  granted to any Borrower or any Guarantor to secure  payment by
                  an Account Debtor of any of the Accounts Receivable."

         11.  Section  1.1(NN)  of the  Loan  Agreement  is  amended  to read as
follows:

                  (NN) "Guarantor  Collateral" shall mean all of any Guarantor's
                  assets,  howsoever  arising,  wherever located and whether now
                  owned  or  existing  or   hereafter   existing  or   acquired,
                  including, but not limited to, the following:

                  (i)      all Accounts Receivable;

                  (ii)     all Inventory;

                  (iii)    any  and  all  monies,  reserves,  deposits,  deposit
                           accounts,   securities,   cash,   cash   equivalents,
                           balances,  credits, and interest and dividends on any
                           of the above, of or in the name of any Guarantor, now
                           or  hereafter   with  the  Lender  or  any  financial
                           institution,  and any and all other  property  of any
                           kind  and  description  of  or in  the  name  of  any
                           Guarantor,  now  or  hereafter,  for  any  reason  or
                           purpose whatsoever,  in the possession or control of,
                           or in  transit  to, the Lender or any agent or bailee
                           for the Lender;

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                  (iv)     all chattel  paper,  whether  tangible or  electronic
                           chattel  paper,  contract  rights,  letter  of credit
                           rights,    and   instruments    including,    without
                           limitation,  all supporting obligations of any of the
                           foregoing;

                  (v)      all General Intangibles;

                  (vi)     all investment property;

                  (vii)    all furniture and fixtures;

                  (viii)   all Equipment;

                  (ix)     all   documents  of  title  and   receipts,   whether
                           negotiable  or  non-negotiable,  including  all goods
                           covered by such documents;

                  (x)      all books,  records and  computer  records in any way
                           relating to the above property;

                  (xi)     any and all  substitutions,  renewals,  improvements,
                           replacements,  additions  and proceeds of (i) through
                           (x) above, including, without limitation, proceeds of
                           insurance policies."

         12.  Section  1.1(PP)  of the  Loan  Agreement  is  amended  to read as
follows:

                  (PP) "Interest  Coverage  Ratio" for any 12 month period shall
                  mean a  fraction,  (i) the  numerator  of which is the  Travis
                  Entities'  earnings  before  interest  and taxes plus any Cash
                  Infusion in such 12 month period and (ii) the  denominator  of
                  which are the payments of interest made or required to be made
                  by the Travis  Entities  on all  indebtedness  to all  lenders
                  (including,  but  not  limited  to,  Lender  and  all  Persons
                  providing any Third Party Financing) in such 12 month period."

13.      Section 1.1(QQ) of the Loan Agreement is amended to read as follows:

                  (QQ) "Inventory" shall mean any and all goods, finished goods,
                  whole  goods,  materials,  raw  materials,   work-in-progress,
                  components  or supplies,  wheresoever  located and whether now
                  owned or hereinafter acquired and owned by any Borrower or any
                  Guarantor,  including,  without  limitation,  goods,  finished
                  goods, whole goods, materials, raw materials, work-in-process,
                  components  or  supplies  in  transit,   wheresoever  located,
                  whether now owned or hereafter acquired by any Borrower or any
                  Guarantor,  which  are held for  demonstration,  illustration,


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                  sale or lease, furnished under any contract of service or held
                  as  raw  materials,   work-in-process   for  manufacturing  or
                  processing or supplies for  manufacturing  or processing,  and
                  all materials used or consumed in the business of any Borrower
                  or any Guarantor,  and shall include such other property,  the
                  sale or  disposition  of which has given  rise to an  Accounts
                  Receivable  and which has been returned to or  repossessed  or
                  stopped  in  transit  by or on behalf of any  Borrower  or any
                  Guarantor,  but  shall  not  include  property  owned by third
                  parties in the possession of any Borrower or any Guarantor."

         14.  Section  1.1(TT)  of the  Loan  Agreement  is  amended  to read as
follows:

                  (TT) "Libor Interest Rate Spread" shall mean  ***  ."

         15.  Section  1.1(YY)  of the  Loan  Agreement  is  amended  to read as
follows:

                  (YY) "Maximum  Credit Amount" shall mean (a)  commencing  with
                  the  Amendment No. 2 Closing Date and  continuing  through and
                  including March 31, 2002, $45,000,000.00, United States Funds;
                  and (ii)  commencing  on April 1, 2002 and  continuing  at all
                  times thereafter, $40,000,000.00, United States Funds."

         16.  Section  1.1(GGG)  of the Loan  Agreement  is  amended  to read as
follows:

                  (GGG)  "Permitted  Liens" shall mean (i) for current taxes not
                  delinquent  or taxes  being  contested  in good  faith  and by
                  appropriate  proceedings and for which adequate  reserves have
                  been  established;  and (ii)  liens  arising  in the  ordinary
                  course of business for sums not due or sums being contested in
                  good  faith  and by  appropriate  proceedings  and  for  which
                  adequate reserves have been established, but not involving any
                  deposits,  advances or borrowed money or the deferred purchase
                  price of  property  or  services;  and (iii) liens in favor of
                  Lender; and (iv) liens specifically permitted pursuant to this
                  Agreement; and (v) those liens more fully set forth on Exhibit
                  1.1(GGG) attached hereto and (vi) liens on furniture, fixtures
                  and equipment consented to in writing by Lender (which consent
                  by Lender shall not be unreasonably  withheld) in favor of the
                  holders of Third Party Financing."

         17.  Section  1.1(RRR)  of the Loan  Agreement  is  amended  to read as
follows:

                  (RRR)  "Tangible  Net Worth" shall mean as of any date the sum
                  of the Travis Entities' (i) net worth as reflected on its last
                  twelve-month  consolidated fiscal financial  statements,  plus
                  (ii) net  earnings  since the end of such  fiscal  year,  both
                  after  provision for taxes and with Inventory  determined on a

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                  first in, first out basis plus (iii)  Subordinated  Debt,  and
                  plus  (iv)  unamortized  income,  less  the sum of the  Travis
                  Entities'   (a)   intangible   assets,   including,    without
                  limitation,  unamortized  leasehold  improvements,   goodwill,
                  franchises,   licenses,   patents,  trade  names,  copyrights,
                  service marks,  brand names,  covenants not to compete and any
                  other  asset  which  would be treated as an  intangible  under
                  generally accepted accounting principles; (b) prepaid expenses
                  (however such item shall not include prepaid  inventory);  (c)
                  franchise  fees;  (d)  notes,  Accounts  Receivable  and other
                  amounts owed to it by any guarantor,  Affiliate or employee of
                  any Travis  Entity;  (e) losses  since the end of such  fiscal
                  year;  and  (f)  interest  in  the  cash  surrender  value  of
                  officer's or shareholder's life insurance policies."

         18.  Section  1.1(XXX)  of the Loan  Agreement  is  amended  to read as
follows:

                  "(XXX) "UCC" shall mean the Uniform Commercial Code as enacted
                  and  amended in the State of  Illinois,  and as may be further
                  amended from time to time."

         19.  New  Sections  1.1(YYY)  through  (PPPP)  are  added  to the  Loan
Agreement as follows:

                  (YYY)  "Amendment No. 2 Closing Date" shall mean the date upon
                  which all of the terms and  conditions  of Amendment  No. 2 to
                  this Agreement have been met or fulfilled to the  satisfaction
                  of Lender.

                  (ZZZ)  "Borrowing  Base A" shall mean the sum of the following
                  from  time to time,  less any  reserves  as Lender in its sole
                  discretion   elects:  (i)  ***  of  Borrowers'  then  existing
                  Pre-Amendment  No. 2  Eligible  Inventory  A, plus (ii) *** of
                  Borrowers'  then  existing   Post-Amendment   No.  2  Eligible
                  Inventory  A,  plus  (iii)  *** of  Borrowers'  then  existing
                  Pre-Amendment  No. 2  Eligible  Inventory  B, plus (iv) *** of
                  Borrowers'  then  existing   Post-Amendment   No.  2  Eligible
                  Inventory B, plus (v) *** of Borrowers' then existing Eligible
                  Inventory  C;  plus  (vi)  ***  of  Borrowers'  then  existing
                  Eligible  Inventory  D;  plus  (vii)  *** of  Borrowers'  then
                  Eligible  Inventory  E,  plus  (viii)  ***  of the  NADA  "low
                  wholesale" value of Borrowers' then Eligible Inventory F, plus
                  (ix)  the  lesser  of (A)  ***  of  Borrowers'  then  Eligible
                  Inventory G; or (B) $1,100,000.00,  plus (x) *** of Borrower's
                  Eligible Accounts Receivable.

                  (AAAA)  "Borrowing Base B" shall mean the sum of the following
                  from  time to time,  less any  reserves  as Lender in its sole
                  discretion   elects:  (i)  ***  of  Borrowers'  then  existing
                  Eligible  Inventory  A,  plus  (ii)  ***  of  Borrowers'  then

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                  existing  Eligible  Inventory B, plus (iii) *** of  Borrowers'
                  then  existing   Eligible   Inventory  C;  plus  (iv)  ***  of
                  Borrowers' then existing Eligible Inventory D; plus (v) *** of
                  Borrowers'  then  Eligible  Inventory  E, plus (vi) *** of the
                  NADA  "low  wholesale"   value  of  Borrowers'  then  Eligible
                  Inventory  F, plus (vii) the  lesser of (A) *** of  Borrowers'
                  then Eligible Inventory G; or (B)  $1,100,000.00,  plus (viii)
                  *** of Borrower's Eligible Accounts Receivable.

                  (BBBB) "Brunswick" shall mean Brunswick Corporation.

                  (CCCC) "Brunswick Financing" shall mean that certain financing
                  more  fully  described  in  that  certain   Subordinated  Note
                  Purchase  Agreement  dated  as of  ____________,  2001  by and
                  between  Parent and  Brunswick,  as may be amended,  extended,
                  renewed,  supplemented,  replaced and/or restated from time to
                  time.

                  (DDDD) "Cash  Infusion"  shall mean any cash infusion into the
                  Travis  Entities  other than the  Brunswick  Financing  by any
                  Person in the form of equity or Subordinated  Debt pursuant to
                  Subordination  Agreements,  including, but not limited to, the
                  Initial Cash  Infusion.  Without  limitation of the foregoing,
                  any proceeds of the Brunswick Financing shall not be deemed to
                  be a Cash Infusion.

                  (EEEE)  "Cash Loss"  shall mean (i) for any period  other than
                  the period  ending on January 31, 2002,  the sum of the Travis
                  Entities'  (a)  pre-tax  losses  for  such  period,  plus  (b)
                  depreciation  taken for such  period;  and (ii) for the period
                  ending on January 31, 2002, the sum of the Travis Entities (a)
                  the  December  2001 Cash Loss plus (b) any .pretax  profit for
                  the month of  January,  2002 (with any pretax loss in January,
                  2002 be  deemed to be zero);  plus (c)  depreciation  taken in
                  January, 2002.

                  (FFFF)  "Eligible  Overadvance  Retail   Contracts-in-Transit"
                  shall mean those  Accounts  Receivable  of any Borrower  which
                  relate to Inventory  sold by such Borrower to a consumer being
                  financed  by  such  consumer  through  third  party  financial
                  institutions the Lender deems in its reasonable discretion, to
                  be  eligible.  Without  limitation  of the  foregoing,  unless
                  otherwise  agreed to in writing by the Lender,  the  following
                  shall   not    constitute    Eligible    Overadvance    Retail
                  Contracts-in-Transit:  (i)  Accounts  Receivable  which remain
                  unpaid  45 days  after  the  contract  date  of such  Accounts
                  Receivable;  (ii) Accounts Receivable not financed by a lender
                  acceptable,  in Lender's sole discretion, to Lender; and (iii)
                  Accounts  Receivable  with respect to which the Account Debtor

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                  is a Borrower,  any guarantor of the  Liabilities,  any Travis
                  Entity or a director,  officer,  employee or  Affiliate of any
                  Borrower or any  guarantor of the  Liabilities;  (iv) Accounts
                  Receivable  with respect to which the Account Debtor is either
                  (a) not a resident of the United States or (b) located outside
                  the United States unless such Account Receivable is either (I)
                  subject to a letter of credit in form and manner  satisfactory
                  to Lender or (II) insured in form and manner  satisfactory  to
                  Lender; (v) Accounts  Receivable in dispute or with respect to
                  which  the  Account  Debtor  has  asserted  or  may  assert  a
                  counterclaim  or has or may have a right of setoff unless such
                  Account  Debtor has waived in writing all rights to offset and
                  setoff;  (vi)  Accounts  Receivable  with respect to which the
                  Lender  does  not  have a  first  and  valid  fully  perfected
                  security interest;  (vii) Accounts  Receivable with respect to
                  which the Account  Debtor is the subject of a bankruptcy  or a
                  similar  insolvency  proceeding or has made an assignment  for
                  the benefit of creditors or whose assets have been conveyed to
                  a receiver or trustee; (viii) Accounts Receivable with respect
                  to which the Account Debtor's obligation to pay is either on a
                  "COD"  basis  or is  conditional  upon  the  Account  Debtor's
                  approval or is otherwise subject to any repurchase  obligation
                  or  return  right,  as with  sales  made  on a  bill-and-hold,
                  guaranteed   sale,   sale-and-return,   sale  on  approval  or
                  consignment  basis;  and (ix)  Accounts  Receivable  otherwise
                  deemed Eligible Accounts Receivable under this Agreement.

                  (GGGG)  "December  2001  Cash  Loss"  shall  mean  the  Travis
                  Entities  Cash Loss as computed  on December  31, 2001 for the
                  period  commencing  on October 1, 2001 and ending on  December
                  31, 2001.

                  (HHHH)  "Equipment"  shall mean all  machinery  and  equipment
                  owned by any  Borrower  or any  Guarantor,  wherever  located,
                  whether  now  owned  or  hereafter  existing  or  acquired  by
                  Borrower or any Guarantor,  any embedded software thereon, any
                  additions thereon, accessions thereto or replacements of parts
                  thereof.

                  (IIII) "Initial Cash Infusion" shall mean a Cash Infusion into
                  the  Borrowers  made on or before the  Amendment No. 2 Closing
                  Date in the aggregate amount of at least  $1,300,000.00 in the
                  form of equity or Subordinated  Debt pursuant to Subordination
                  Agreements.

                  (JJJJ)  "Overadvance" shall mean (i) for the period commencing
                  with  the  Amendment   No.  2  Closing  Date  and   continuing
                  thereafter  through and including December 31, 2001, the least
                  of (a) the sum of (I) 3% of then existing Post-Amendment No. 2
                  Eligible   Inventory   A,  plus  (II)  3%  of  then   existing
                  Post-Amendment  No. 2 Eligible Inventory B; or (b) 80% of then

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                  existing Eligible Overadvance Retail Contracts-in-Transit;  or
                  (c)  $1,200,000.00;  or (ii) for the period commencing January
                  1, 2002 and continuing  thereafter through and including March
                  31, 2002,  the least of (a) the sum of (I) 3% of then existing
                  Eligible  Inventory A, plus (II) 3% of then existing  Eligible
                  Inventory B; or (b) 80% of then existing Eligible  Overadvance
                  Retail  Contracts-in-Transit;  or (c) $1,200,000.00;  or (iii)
                  commencing  with  April 1,  2002 and  continuing  at all times
                  thereafter, zero ($0.00).

                  (KKKK)  "Post-Amendment No. 2 Eligible Inventory A" shall mean
                  all Eligible Inventory A purchased commencing on the day after
                  the Amendment No. 2 Closing Date and at all times thereafter.

                  (LLLL)  "Post-Amendment No. 2 Eligible Inventory B" shall mean
                  all Eligible Inventory B purchased commencing on the day after
                  the Amendment No. 2 Closing Date and at all times thereafter.

                  (MMMM)  "Pre-Amendment  No. 2 Eligible Inventory A" shall mean
                  all Eligible Inventory A in existence and in the possession of
                  any Borrower on or before the Amendment No. 2 Closing Date.

                  (NNNN)  "Pre-Amendment  No. 2 Eligible Inventory B" shall mean
                  all Eligible Inventory B in existence and in the possession of
                  any Borrower on or before the Amendment No. 2 Closing Date.

                  (OOOO) "Vendor Sales  Contract" and "Vendors Sales  Contracts"
                  shall have the  meanings  set forth in Section  4.1(S) of this
                  Agreement.

                  (PPPP)  "Writedowns"  shall  mean (i)  non-cash  amounts in an
                  aggregate  maximum  amount of *** written  down at  Borrowers'
                  discretion  in fiscal year 2002 for goodwill  and/or  business
                  combinations  pursuant to Financial Accounting Standards Board
                  141 and/or 142 in  existence  as of the date of the  Amendment
                  No.  2  Closing   Date   relating  to  goodwill  and  business
                  combinations;  and  (ii)  non-cash  amounts  in  an  aggregate
                  maximum amount of *** written down at Borrowers' discretion in
                  fiscal  year 2001 for  Inventory  and/or  Accounts  Receivable
                  pursuant to generally accepted accounting  principles relating
                  to ineligible Accounts Receivable and ineligible Inventory."

         20. Section 2.1 of the Loan Agreement is amended to read as follows:

                  "SECTION 2.1. LOAN AMOUNT. Subject to the terms and conditions
                  of this  Agreement,  on the Amendment No. 2 Closing Date,  the

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                  Lender shall make loans in the aggregate to the Borrowers on a
                  revolving basis (such loans being herein called individually a
                  "Revolving Loan" and collectively the "Revolving  Loans") from
                  time to time in such amounts as the Borrowers may from time to
                  time  request  up to the  lesser  of (A)  the  Maximum  Credit
                  Amount;  or (B) the sum of (i) the Borrowing Base from time to
                  time, plus (ii) the Overadvance  from time to time (the lesser
                  of (A) or (B) shall be referred  to as the "Line of  Credit");
                  provided, however, that (i) Eligible Inventory shall be valued
                  at the lower of cost or market value using the first in, first
                  out method of inventory accounting; and (ii) each borrowing by
                  any  Borrower  hereunder  with respect to any  Revolving  Loan
                  shall be in the  aggregate  principal  amount  of at least (a)
                  $1,000.00 if made directly to a vendor of Inventory subject to
                  a  Vendor  Repurchase  Agreement;  and (b)  $1,000.00  if made
                  directly to Borrowers;  and (iii) repayments from time to time
                  of the Line of  Credit  shall be  available  to be  reborrowed
                  pursuant to the terms and  conditions of this  Agreement;  and
                  (iv) if the Revolving  Loans  outstanding  at any time or from
                  time to time exceeds the advance limitations  described above,
                  Borrowers  shall  pay in  immediately  available  funds to the
                  Lender  such  amount   necessary  to  eliminate   such  excess
                  contemporaneously  with the  delivery  of any  borrowing  base
                  certificate to Lender showing any such excess and/or demand by
                  Lender at any other time any such excess  occurs as determined
                  by Lender;  and (v) the Lender's  commitment to make Revolving
                  Loans shall remain in effect for a period to and including the
                  Termination  Date;  and  (vi)  notwithstanding  anything  else
                  contained  in this  Agreement,  (a)  upon the  occurrence  and
                  continuance of any Event of Default,  and in every such event,
                  the Lender may, in its sole discretion,  immediately  cease to
                  make  Revolving  Loans;  and (b) Borrowers  shall repay to the
                  Lender  on the  Termination  Date all  Revolving  Loans,  plus
                  interest accrued to the date of payment."

         21. Section 3.2 of the Loan Agreement is amended to read as follows:

                  "SECTION   3.2.   PERFECTION,    AUTHENTICATION   AND   FILING
                  REQUIREMENTS.  Each  Borrower  shall  perform any and all acts
                  requested  by the Lender to  establish,  maintain and continue
                  the Lender's  security  interest and liens in the  Collateral,
                  including  but not limited  to,  executing  or  authenticating
                  financing  statements and such other instruments and documents
                  when  and  as  reasonably  requested.   Each  Borrower  hereby
                  authorizes Lender through any of Lender's employees, agents or
                  attorneys to file any and all financing statements, including,
                  without limitation, any continuations, transfers or amendments
                  thereof  required to perfect  Lender's  security  interest and

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                  liens in the Collateral  under the UCC without  authentication
                  or execution by any Borrower."

         22. Section 3.3(B) of the Loan Agreement is amended as follows:

                  "(B) The  Lender,  at any time  whether  before  or after  the
                  occurrence  of an  Event  of  Default,  may  in its  sole  and
                  reasonable  discretion,  require any Borrower to establish and
                  maintain  "lock  box"  accounts  (individually,  a  "Lock  Box
                  Account"  and  collectively,  the "Lock Box  Accounts"),  and,
                  Borrowers,  at  their  expense,  will  notify  or  cause to be
                  notified  all Account  Debtors to pay directly any sum or sums
                  then due or to become due on the Accounts  Receivable  to such
                  Lock Box  Accounts.  Prior to the time that either an Event of
                  Default  occurs or will occur  with the giving of notice,  the
                  passage of time or both, the Lock Box Account shall be subject
                  to the control of Borrowers. At Lender's discretion, following
                  the time when either an Event of Default  occurs or will occur
                  with the giving of notice,  the  passage of time or both,  the
                  Lock Box  Accounts  shall be subject to the control of Lender.
                  In  the  event  Lender   requires  Lock  Box  Accounts  to  be
                  established   pursuant  to  this  Section,   Borrowers   shall
                  establish  the Lock Box Accounts  with such  Collecting  Banks
                  reasonably  acceptable to Lender to which all Account  Debtors
                  shall directly  remit all payments on Accounts  Receivable and
                  in which each Borrower will immediately  deposit, in kind, all
                  cash and  other  payments  made for  Inventory  and all  other
                  proceeds of Collateral. The Collecting Banks shall acknowledge
                  and  agree,  in a manner  reasonably  satisfactory  to Lender,
                  that:  all payments made to Lock Box Accounts are the sole and
                  exclusive  property  of  Lender;  they have no right to setoff
                  against Lock Box Accounts;  and they will transfer (i) by wire
                  transfer of immediately  available funds (ii) by acceptance of
                  an ACH  Debit  or  (iii)  by  any  other  method,  immediately
                  available  funds in a manner  satisfactory  to  Lender,  funds
                  deposited   into   Lock  Box   Accounts   (collectively,   the
                  "Collection Accounts") to Lender on a daily basis in such bank
                  and account as Lender  shall  designate  or, in the case of an
                  ACH Debit, as presented for  acceptance.  All payments made to
                  the   Collection   Accounts  or  otherwise   received  by  the
                  Collecting Banks or Lender, whether on the Accounts Receivable
                  or  as  proceeds  of  other  Collateral  or  otherwise,  shall
                  following the  occurrence of any Event of Default be under the
                  sole  dominion  and  control  of Lender and will be applied on
                  account of  Liabilities  as  provided  herein.  Following  the
                  establishment  of any  Lock  Box  Accounts  pursuant  to  this
                  Section,  Borrowers and their  Affiliates  shall  receive,  as
                  trustee for Lender, any monies,  checks,  notes, drafts or any
                  other  payments   relating  to  and/or  proceeds  of  Accounts
                  Receivable or other  Collateral which come into the possession
                  or under the control of any Borrower or their  Affiliates  and

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                  immediately  remit, or cause to be remitted,  the same in kind
                  to the Lock Box Accounts.  Borrowers  shall pay Lender any and
                  all reasonable  fees, costs and expense which Lender incurs in
                  connection  with  Collection  Accounts and with collecting any
                  check or item of  payment  received  and/or  delivered  to any
                  Collecting Bank or Lender on account of Liabilities to Lender.
                  Borrowers  shall  reimburse  Lender for (i) any loss,  cost or
                  damages resulting from claims asserted by the Collecting Banks
                  in  connection  with  Collection  Accounts or any  returned or
                  uncollected  checks or other items  received by the Collecting
                  Banks and (ii) any amount paid to any Collecting  Bank arising
                  out of  Lender's  indemnification  of  such  Collecting  Banks
                  relating to a Collection Account."

         23.   Contemporaneously   with  the  execution  and  delivery  of  this
Amendment,  the  Guarantors  shall execute and deliver to Lender  confirmations,
reaffirmations   and   amendments  of  their   Guaranties  in  form  and  manner
satisfactory  to  Lender   (individually,   a  "Confirmation  of  Guaranty"  and
collectively,  the "Confirmations of Guaranty"). All references to each Guaranty
in the Loan  Agreement  shall mean such Guaranty,  as confirmed,  reaffirmed and
amended by its applicable Confirmation of Guaranty.

         24.   Contemporaneously   with  the  execution  and  delivery  of  this
Amendment, the Guarantors. shall execute and deliver to Lender amendments of the
Guarantor  Security  Agreements  in  form  and  manner  satisfactory  to  Lender
(individually,  an "Amendment to Guarantor Security Agreement" and collectively,
the  "Amendments  to Guarantor  Security  Agreements").  All  references to each
Guarantor  Security  Agreement in the Loan  Agreement  shall mean such Guarantor
Security Agreement, as amended by its applicable Amendment to Guarantor Security
Agreement.

         25. New Section 3.11 is added to the Loan Agreement as follows:

                  Section  3.11  Real  Estate  Liens in Favor of  Lender.  On or
                  before  January 31, 2002,  Borrowers will (i) execute or cause
                  to be executed  mortgages  or deeds of trust,  as  applicable,
                  promissory  notes as may be  required  under local real estate
                  law,  and similar and related  documents  necessary to perfect
                  liens  in favor  of  Lender  on such  parcels  of real  estate
                  (collectively  "Mortgages")  in favor of Lender on each parcel
                  of real estate owned by any of the Travis  Entities;  and (ii)
                  cooperate  with Lender (with costs to be paid by Borrowers) on
                  all  preliminary  work for such  Mortgages,  whether  drafting
                  mortgages,  deeds  of  trust,  promissory  notes  and  related
                  documents,  obtaining appraisals,  surveys, environmental site
                  assessments,  or  otherwise,  all to be  completed in form and
                  manner  satisfactory  to Lender on or before January 31, 2002.
                  Borrower  will  provide  Lender by December 26, 2001 copies of
                  all current  mortgages and deeds of trust on such property for
                  Lender's review. *** .

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         26. Section 4.1(A) of the Loan Agreement is amended to read as follows:

                  (A) Organization,  Etc. It is duly organized, validly existing
                  and in good standing  under the laws of the  jurisdiction  set
                  forth beside its name in Exhibit 4.1(A) attached hereto and is
                  duly  qualified  and  in  good  standing  or has  applied  for
                  qualification  as  a  foreign  corporation  authorized  to  do
                  business in each jurisdiction where,  because of the nature of
                  its activities or properties, such qualification is required."

         27. New Section 4.1(S) is added to the Loan Agreement as follows:

                  (S) Vendor Sales  Contracts.  All vendor sales  contracts (all
                  such vendor sales contracts, whether now existing or hereafter
                  arising shall be  individually  referred to as a "Vendor Sales
                  Contract",  and collectively as the "Vendor Sales  Contracts")
                  which have  previously  been  delivered to Lender are true and
                  correct  copies  of all  of  the  Vendor  Sales  Contracts  in
                  existence as of the date of Amendment No. 2 to this  Agreement
                  and represent the complete  agreements of it with reference to
                  the subject matter of such Vendor Sales  Contracts,  and there
                  have been no changes, modifications, alterations or amendments
                  to such Vendor Sales Contracts. "

         28.  Sections  5.1(A) and (B) of the Loan Agreement are amended to read
as follows:

                  (A) Financial Statements and Certificates.  It will furnish to
                  the Lender  (i) within 90 days after the close of each  fiscal
                  year of it, a copy of the annual  consolidated  audited report
                  of the  Borrowers  consisting  of at  least a  balance  sheet,
                  statement   of  operating   results  and  retained   earnings,
                  statement  of cash  flows and notes to  financial  statements,
                  profit  and  loss   statement  and  statement  of  changes  in
                  financial  position  of it  prepared  on a  consolidating  and
                  consolidated  basis and in conformity with generally  accepted
                  accounting  principles,  duly  prepared  by  certified  public
                  accountants of recognized standing selected by it and approved
                  by  the  Lender,   together  with  a  certificate   from  such
                  accountants  to the effect  that,  in making  the  examination
                  necessary  for the  signing  of  such  annual  report  by such
                  accountants,  they  have  not  become  aware  of any  Event of
                  Default that has occurred and is  continuing,  or if they have
                  become aware of any such event,  describing  it and the steps,
                  if any taken or being  taken to cure it;  (ii)  within 45 days
                  after the end of each  fiscal  quarter of it, (a) a copy of an
                  unaudited  consolidated  financial  statement of the Borrowers
                  prepared  in the same  manner  as the  report  referred  to in
                  clause (i)  above,  signed by the chief  financial  officer or

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                  Corporate  Controller  of Parent and  consisting of at least a
                  balance sheet as at the close of such  quarter,  statements of
                  earnings,  cash flow,  income and  source and  application  of
                  funds for such  quarter and for the period from the  beginning
                  of such  fiscal year to the close of such  quarter;  and (b) a
                  certificate signed by the President or chief financial officer
                  of it  providing  that  (I)  the  financial  statements  being
                  provided to Lender  pursuant  to clauses  (ii)(a) are true and
                  correct and (II) no Event of Default has occurred,  including,
                  but not limited to, no Event of Default with respect to any of
                  the financial covenants contained in the Documents;  and (iii)
                  within 30 days after the end of each  month,  (1) a  statement
                  showing age and reconciliation of its Accounts  Receivable and
                  accounts  payable for the preceding  month and a status of its
                  Inventory showing location, age, components and value, in such
                  form and detail as Lender may  reasonably  request;  and (2) a
                  certificate signed by the President or chief financial officer
                  of it providing that the financial  statements  being provided
                  to  Lender  pursuant  to  clause  (iii)(1)  above  is true and
                  correct;  and(iv)  if  requested  by  Lender in  writing,  (1)
                  documentation to support the Accounts Receivable statement set
                  forth in clause (iii)(1) above, including, but not limited to,
                  sales  reports,  cash  receipts  reports  and credit and debit
                  journals;  and/or (2) copies of all of its bank statements and
                  reconciliations  thereof,  including, but not limited to, Lock
                  Box Accounts statements;  (v) on the last Business Day of each
                  week  a  completed   Lender's  standard  form  borrowing  base
                  certificate,  which shall be executed by the  President or the
                  chief  financial  officer of the Borrowers,  and shall contain
                  information  as of such  Business  Day;  (vi) at least 45 days
                  prior to the end of each of its  fiscal  years,  a copy of its
                  Business Plan for the immediately following fiscal year; (vii)
                  schedules of Accounts Receivable in form and manner acceptable
                  to Lender (which shall include current addresses and telephone
                  numbers of Account  Debtors) as often as  requested by Lender,
                  (viii) at Lender's request,  Borrowers shall make available to
                  Lender for inspection copies (or, at Lender's request after an
                  Event of  Default,  originals)  of all orders,  invoices,  and
                  similar  agreements and documents,  and all original  shipping
                  instructions,  delivery  receipts,  bills of lading, and other
                  evidence of delivery,  for Inventory,  the sale or disposition
                  of  which  has  resulted  in  Accounts  Receivable;  (ix)  the
                  originals  of  all   instruments,   chattel  paper,   security
                  agreements,   guarantees  and  other  documents  and  property
                  evidencing  or securing any Accounts  Receivable,  immediately
                  upon receipt  thereof and in the same form as  received,  with
                  all  necessary  endorsements  to enable  Lender to enforce the
                  same;  (x) copies of all  federal and state tax returns of it,
                  including, but not limited to, requests for extensions of such
                  tax  returns,  when and as filed;  (xi)  copies of any and all
                  reports, examinations,  notices, warnings and citations issued
                  by any governmental or  quasi-governmental  (whether  federal,

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                  state or local),  unit, agency, body or entity with respect to
                  it; (xii) within 20 days of the end of the months of November,
                  2001,  December,  2001, and January,  2002 statements  showing
                  Borrowers'  Cash Loss for the period  from  October 1, 2001 to
                  the close of each such month; (xiii) by no later than February
                  20, 2002,  (a) a copy of an unaudited  consolidated  financial
                  statement of the Borrowers  prepared in the same manner as the
                  report  referred  to in clause (i) above,  signed by the chief
                  financial  officer  or  Corporate  Controller  of  Parent  and
                  consisting  of at least a  balance  sheet  as at the  close of
                  January 31, 2002,  statements of earnings,  cash flow,  income
                  and  source  and  application  of funds  for such the month of
                  January  2002 and for the period  from the  beginning  of such
                  fiscal year to January 31, 2002; and (b) a certificate  signed
                  by the  President or chief  financial  officer of it providing
                  that (I) the  financial  statements  being  provided to Lender
                  pursuant to clauses (xiii)(a) are true and correct and (II) no
                  Event of Default has occurred,  including, but not limited to,
                  no Event  of  Default  with  respect  to any of the  financial
                  covenants  contained  in the  Documents  and (xiv)  such other
                  information  as  the  Lender  from  time  to  time  reasonably
                  requests. Borrowers' failure to deliver or execute and deliver
                  any of the items  listed in this  Section  shall not affect or
                  limit Lender's security interest in the Collateral.

                  (B)  Books,  Records  and  Inspections.  It will (i)  maintain
                  complete   and  accurate   books  and  records;   (ii)  permit
                  reasonable  access by the  Lender to the books and  records of
                  it; (iii) make  entries on its books and records,  in form and
                  manner reasonably satisfactory to Lender,  disclosing Lender's
                  security  interest in the Collateral and shall keep a separate
                  account on its books of all collections  received thereon; and
                  (iv) permit the Lender, upon reasonable notice, to inspect the
                  properties,  whether real or personal,  and  operations of it.
                  Without  limitation  of the  foregoing,  it  acknowledges  and
                  agrees that Lender  may,  in its sole  discretion  (a) conduct
                  quarterly  complete field audits of all of the Borrowers:  and
                  (b) conduct Inventory inspections at any time and from time to
                  time, including, but not limited to, monthly inventory audits;
                  and (c) audit at least 20% of all  Inventory at all  locations
                  of  Borrowers,  including,  but not  limited  to,  each of the
                  Collateral  Location,  at least on an  annual  basis;  and (d)
                  audit  Accounts  Receivable  not less than  annually;  and (e)
                  audit  at  least  33  1/3%  of  all  locations  of  Borrowers,
                  including,  but not limited to, all Collateral Locations on at
                  least  a  monthly  basis;  and  (f) at  least  33  1/3% of all
                  Inventory of Borrowers on at least a monthly basis."

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         29. Section 5.1(I) of the Loan Agreement is amended to read as follows:

                  (I) Mergers,  Consolidations  and Sales.  Neither any Borrower
                  nor  any  Travis  Entity  will  be a party  to any  merger  or
                  consolidation  with,  or purchase or otherwise  acquire all or
                  substantially  all of the  assets or stock of any class of, or
                  any  partnership,  ownership or joint venture interest in, any
                  other Person,  or sell,  transfer,  convey or lease all or any
                  substantial  part of its  assets,  or sell or assign,  with or
                  without  recourse,  any Accounts  Receivable,  except with the
                  prior written consent of the Lender."

         30.  Sections  5.1(W)  through (Z) of the Loan Agreement are amended to
read as follows:

                  (W) Unsubordinated  Debt To Tangible Net Worth Ratio. It shall
                  not  cause,  suffer  or  permit  the  ratio of (i) the  Travis
                  Entities' total  consolidated  liabilities minus  Subordinated
                  Debt to (ii) the  Travis  Entities'  Tangible  Net Worth to be
                  greater  than the  following  at (i)  January  31,  2002;  and
                  (ii)the end of each of its fiscal quarters:

                           4.25  to  1.0  For  the  period   commencing  on  the
                           Amendment No. 2

                           Closing Date through March 31, 2002

                           3.5 to 1.0 For the  period  commencing  April 1, 2002
                           and at all times thereafter

                  (X) Tangible Net Worth.  It shall not cause,  suffer or permit
                  the Travis  Entities'  Tangible  Net Worth to be less than the
                  following,  all as measured at (i) January 31, 2002;  and (ii)
                  the end of each of its fiscal quarters:

                           $26,000,000.00  For  the  period  commencing  on  the
                           Amendment No. 2 Closing Date through January 30, 2002

                           $24,600,000.00  For the period  commencing on January
                           31, 2002 through March 30, 2002

                           $26,000,000.00 March 31, 2002

                           $29,000,000.00  For the  period  commencing  April 1,
                           2002 and at all times thereafter

                  (Y)  Interest   Coverage  Ratio.  The  Travis  Entities  shall
                  maintain  a  Interest  Coverage  Ratio  of not  less  than the
                  following,  all as measured at the end of each fiscal  quarter
                  of it, as calculated for the 12 month period ending at the end
                  of such fiscal quarter.

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                           1.0 to 1.0 For the period  commencing  March 31, 2002
                           through June 30, 2002

                           1.2 to 1.0 For the period commencing July 1, 2002 and
                           at all times thereafter

                  (Z) Fixed Charge  Coverage  Ratio.  The Travis  Entities shall
                  maintain a Fixed  Charge  Coverage  Ratio of not less than the
                  following,  all as measured at the end of each fiscal  quarter
                  of it, as calculated for the 12 month period ending at the end
                  of such fiscal quarter:

                           0.9 to 1.0 March 31, 2002

                           1.05 to 1.0 For the period  commencing  April 1, 2002
                           through June 30, 2002

                           1.15 to 1.0 For the  period  commencing  July 1, 2002
                           and at all times thereafter"

         31.  Lender  hereby  waives (A) the  violation of the minimum  Interest
Coverage  Ratio  covenant  made by  Borrowers  in  Section  5.1(Y)  of the  Loan
Agreement for the quarterly  periods ending on each of March 30, 2001,  June 30,
2001,  September  30, 2001 and December 31, 2001;  and (B) the  violation of the
Fixed Charge  Coverage Ratio covenant made by Borrowers in Section 5.1(Z) of the
Loan Agreement for the quarterly  periods ending March 31, 2001,  June 30, 2001,
September  30,  2001  and  December  31,  2001.  Notwithstanding  anything  else
contained in this Amendment, or any of the Documents, this waiver referred to in
this paragraph  shall not constitute any other waiver of any other  provision of
any of the Documents or any further violation of the covenants referenced in the
immediately preceding sentence.

         32. New Sections  5.1(HH)  through (LL) are added to the Loan Agreement
as follows:

                  (HH) Maximum Cash Loss.  The Travis  Entities shall not cause,
                  suffer  or  permit   their  Cash  Loss  to  be  greater   than
                  $4,400,000.00  for the period  commencing  on October 31, 2001
                  and ending on January 31, 2002.

                  (II) Vendor Sales Contracts.  No Vendor Sales Contract will be
                  amended, altered or terminated without at least 60 days' prior
                  written notice of such amendment, alteration or termination to
                  Lender,  and  Borrowers  shall deliver to Lender copies of all
                  (i)  amendments,  alterations  or  terminations  of any Vendor
                  Sales Contract previously delivered to Lender; and (ii) Vendor
                  Sales  Contracts  entered  into  subsequent  to  the  date  of
                  Amendment No. 2 to this Agreement.

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                  (JJ)  Use  of  Brunswick  Financing  and  Cash  Infusion.  The
                  proceeds  of the  Brunswick  Financing  and any Cash  Infusion
                  shall be used by the Borrowers solely as working capital.

                  (KK) Lock Box. By no later than  January 31,  2002,  Borrowers
                  and  the  financial   institution  at  which   Borrowers  have
                  established  a Lock Box Account to collect  monies  solely for
                  the  Borrowers  shall  execute  and  deliver  to  Lender  such
                  agreements,  documents and instruments  satisfactory to Lender
                  in order  for  Lender  at any time,  in  Lender's  discretion,
                  following  the time when either an Event of Default  occurs or
                  will occur with the giving of notice,  the  passage of time or
                  both,  to  require  such  Lock Box  Account  be under the sole
                  control of Lender and have all payments  received in such Lock
                  Box Account to be paid to Lender.

                  (LL) Repayment of Brunswick Financing.  If at any time or from
                  time  to  time  any  or all of  the  principal  amount  of the
                  Brunswick    Financing    is    repaid,     Borrower    shall,
                  contemporaneously  with  the  making  of each  such  principal
                  payment,  obtain and receive in  immediately  available  funds
                  replacement  equity or Subordinated Debt in an amount equal to
                  such  principal  amount  of  the  Brunswick   Financing  being
                  repaid."

         33. Section 7.1(B) of the Loan Agreement is amended to read as follows:

                  "(B) Any Borrower  shall fail to pay any  interest  amount due
                  and  owing  to the  Lender  within  fifteen  (15)  days of the
                  billing date of such interest; or"

         34. Section 7.1(D) of the Loan Agreement is amended to read as follows:

                  "(D) Any  representation  or warranty  made by any Borrower or
                  any  Guarantor  contained in the  Documents  shall at any time
                  prove to have been  incorrect  in any  material  respect  when
                  made; or"

         35. The period at the end of Section  7.1(K) of the Loan  Agreement  is
amended to read ";" and new  Sections  7.1(L)  through (W) are added to the Loan
Agreement as follows:

                  "(L)  Any  Borrower  shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed or observed  under Section  5.1(I) of
                  this Agreement;

                  (M)  Any  Borrower   shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed or observed  under Section  5.1(R) of
                  this Agreement;

                                       19
<PAGE>

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



                  (N)  Any  Borrower   shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed  or observed  under  Sections  5.1(W)
                  through (Z) of this Agreement;

                  (O)  Any  Borrower   shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed or observed under Section  5.1(HH) of
                  this  Agreement  which  has not been  cured  by the  Borrowers
                  obtaining a Cash Infusion (other than the first  $1,000,000.00
                  of the Initial Cash Infusion) in a minimum amount to cure such
                  default on or before the earlier of (i) February 20, 2002;  or
                  (ii)  the  date on  which  the  statement  showing  Borrowers'
                  Maximum  Cash Loss for the period  ending  January 31, 2002 as
                  required pursuant to Section  5.1(A)(xii) of this Agreement is
                  delivered to Lender;

                  (P)  Any  Borrower   shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be performed or observed under Section  5.1(LL) of
                  this Agreement;

                  (Q)  Any  Borrower   shall  default  in  the   performance  or
                  observance  of any term,  covenant,  condition or agreement on
                  its part to be  performed  or observed  under  Section 3.11 of
                  this Agreement;

                  (R)Any default or event of default  (howsoever  such terms are
                  defined) shall occur under the Brunswick Financing;

                  (S) At any time any  Person  or group  of  Persons  acting  in
                  concert directly or indirectly purchases,  transfers, sells or
                  assigns  30% or more of the  shares of common  stock of Parent
                  then outstanding;

                  (T) At any time any  Person  or group  of  Persons  acting  in
                  concert directly or indirectly owns, controls or has the power
                  to vote more than 50% of the shares of common  stock of Parent
                  then outstanding;

                  (U)  Borrowers  shall fail to obtain the Initial Cash Infusion
                  contemporaneously with the execution and delivery of Amendment
                  No. 2 to this Agreement; or

                  (V)  Any  Borrower  shall  fail  to use  any  proceeds  of the
                  Brunswick  Financing  or the Cash  Infusion  solely as working
                  capital; or

                  (W)  Any  Travis  Entity  defaults  under  any   subordination
                  agreement to which it is a party with any Person."

                                       20
<PAGE>

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



         36. The parties hereto  acknowledge and agree that (A) Borrowers may in
their discretion,  take the Writedowns;  and (B) if Borrowers take any or all of
the  Writedowns,  no  adjustment  of any kind shall be made with  respect to any
covenant under this Agreement relating to any of the Writedowns.

         37.  All  representations  and  warranties  made to the  Lender  in the
Documents are hereby restated to the Lender and all of such  representations and
warranties remain true and correct as of the date of this Amendment.

         38. All of the pledges, assignments,  transfers, conveyances, mortgages
and grants of security  interest of any property given to Lender by any Borrower
or any  Guarantor  pursuant  to the  Documents,  including,  but not limited to,
pursuant to Article Three of the Loan Agreement,  have constituted and shall and
hereinafter  do  continue  to  constitute   pledges,   assignments,   transfers,
conveyances,  mortgages  and grants of security  interests of property to secure
the Liabilities.

         39. Lender's  obligation to enter into this Amendment is subject to the
fulfillment  of each and  every  one of the  following  conditions  prior to, or
contemporaneously with the execution and delivery of this Amendment:

                  A.       All of the conditions precedent set forth in the Loan
                           Agreement shall have been met; and

                  B.       Lender   shall  have   received   such   instruments,
                           agreements   and   documents   in  form  and   manner
                           satisfactory  to Lender and its counsel as Lender may
                           reasonably   request  and  where   applicable,   duly
                           executed and recorded, including, but not limited to,
                           the following:

                  (i)      Certificates  of the  Secretaries  of  Borrowers  and
                           certifying as to (a) all corporate  actions taken and
                           consents   made  by  Borrowers   to   authorize   the
                           transactions  provided for or contemplated under this
                           Amendment and the execution, delivery and performance
                           of the  Documents;  and (b) the names of the officers
                           or  employees  of  Borrowers  authorized  to sign the
                           Documents,   together  with  a  sample  of  the  true
                           signature   of  each   such   Person.   (Lender   may
                           conclusively rely on such certificates until formally
                           advised  by  a  like   certificate   of  any  changes
                           therein.);

                  (ii)     Acknowledgment    copies    from   the    appropriate
                           governmental authority of all Uniform Commercial Code
                           financing statements required to perfect the Lender's
                           security interests in the Collateral;

                  (iii)    the Confirmations of Guaranties;

                                       21
<PAGE>

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


                  (iv)     the Amendments to Guarantor Security Agreements;

                  (v)      Certificates  of good  standing for  Borrowers in the
                           jurisdiction of their incorporation, in the principal
                           places in which they  conduct  business and in places
                           in which they own real estate and/or Collateral;

                  (vi)     Certified  copies of all Vendor Sales  Contracts,  in
                           form and manner  satisfactory  to Lender,  including,
                           but  not  limited  to,   evidence  that  the  pricing
                           contained  in  the  Vendor  Sales  Contracts  is  the
                           pricing  previously orally represented by Borrower to
                           Lender;

                  (vii)    Evidence   of  the   completion   of  the   Brunswick
                           Financing;

                  (viii)   Evidence,  in form and manner satisfactory to Lender,
                           that DFS has waived any  defaults in  existence on or
                           before  the  Amendment  No. 2 Closing  Date under any
                           agreement,  document or instrument evidencing the DFS
                           Financing;

                  (ix)     Evidence of the Initial Cash Infusion  being received
                           by Borrowers;

                  (x)      A completed  Lender's  standard form  borrowing  base
                           certificate, which shall be executed by the President
                           or the chief financial officer of the Borrowers,  and
                           shall  contain  information  as of such Business Day,
                           which shows that Borrowers are in compliance with the
                           terms of Section 2.1 of the Loan Agreement as amended
                           by this Amendment;

                  (xi)     Evidence  of the  October  31,  2001 Cash Loss of the
                           Travis  Entities  covering the period from October 1,
                           2001 through October 31, 2001; and

                  (xii)    Such other instruments or documents as the Lender may
                           reasonably request.

                  C.       No  Event  of  Default  shall  have  occurred  and be
                           continuing,  may occur with the giving of notice, the
                           passage  of time or  both,  except  as set  forth  in
                           paragraph 23 of this Amendment.

                  D.       There shall have been no material  adverse  change in
                           the  business  of  any  Borrower  or  the   financial
                           condition of any Borrower from the  preliminary  year
                           end  financial  statement  for September 30, 2001 and
                           notes reconciling Tangible Net Worth through December
                           31,2001,  all dated  November  19, 2001  submitted by
                           Borrowers  to Lender and  attached  hereto as Exhibit
                           38D.

                                       22
<PAGE>

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



         40. All references to the Loan Agreement in any of the Documents  shall
mean the Loan  Agreement,  as  amended by this  Amendment  and as may be further
amended and/or restated from time to time.

         41.  Borrowers  agree  to pay all  reasonable  fees  and  out-of-pocket
expenses of Lender (including, but not limited to, outside counsel to Lender and
paralegals)  in  connection  with  the  preparation  of this  Amendment  and all
Documents relating to this Amendment.

         42. The Loan  Agreement (as amended by this  Amendment),  together with
the  Documents,  contain the entire  agreement  between the parties  hereto with
respect  to  the  transactions  contemplated  herein  and  supersede  all  prior
representations,  agreements,  covenants  and  understandings,  whether  oral or
written,  related  to the  subject  matter  of the  Loan  Agreement.  Except  as
specifically  set  forth in the  Agreement,  Lender  makes no  covenants  to any
Borrower,  including,  but not limited to, any other  commitments to provide any
additional financing to any Borrower.

         43. Each of the  Borrowers  hereby  release,  except in the instance of
gross negligence and wilful misconduct, the Lender and its officers,  directors,
employees, agents, attorneys, personal representatives, successors, predecessors
and  assigns  from all manner of  actions,  cause and  causes of action,  suits,
deaths,  sums  of  money,  accounts,   reckonings,  bonds,  bills,  specialties,
covenants, controversies,  agreements, promises, variances, trespasses, damages,
judgments,  executions, claims and demands, whatsoever, in law or in equity, and
particularly,  without  limiting the generality of the foregoing,  in connection
with the Documents and any agreements, documents and instruments relating to the
Documents and the administration of the Documents, all indebtedness, obligations
and  liabilities of any of the Travis Entities to the Lender and any agreements,
documents  and  instruments  relating  to  the  Documents  and/or  the  Borrower
Documents  (collectively,  the  "Claims"),  which any of the  Borrowers now have
against  the Lender or ever had,  or which  might be  asserted  by their  heirs,
executors, administrators, representatives, agents, successors, or assigns based
on any Claims which exist on or at any time prior to the date of this Amendment.
Each Borrower expressly acknowledges and agrees that each Borrower has have been
advised by counsel in  connection  with this  Amendment  and that each  Borrower
understands that this Paragraph  constitutes a general release of the Lender and
that they each intend to be fully and legally  bound by the same.  Each Borrower
further  expressly  acknowledges and agrees that this general release shall have
full force and effect  notwithstanding  the  occurrence of a Default or Event of
Default (however such terms are defined) pursuant to any of the Documents.

         44. This Amendment may be executed in any number of counterparts,  each
of which counterpart, once they are executed and delivered shall be deemed to be
an original and all of which  counterparts  taken together shall  constitute but
one in the same amendment.

         45. Except as specifically amended and modified by this Amendment,  (A)
the Loan Agreement  shall remain in full force and effect and is hereby restated
and incorporated herein by this reference; and (B) all terms defined in the Loan
Agreement shall have the same meanings herein as therein.

                                       23
<PAGE>

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



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the date first above written.

         LENDER:                  TRANSAMERICA COMMERCIAL
         ------                   FINANCE CORPORATION



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


         BORROWERS:               TRAVIS BOATS & MOTORS, INC.
         ---------



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


                                  TRAVIS BOATING CENTER GEORGIA, INC.



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






                                       24
<PAGE>


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





                                 TRAVIS BOATING CENTER FLORIDA, INC.

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


                                 ADVENTURE MARINE & OUTDOORS, INC.



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


                                 ADVENTURE MARINE SOUTH, INC.


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


                                 ADVENTURE BOAT BROKERAGE, INC.

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


                                 TBC MANAGEMENT, INC.

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



                                 TBC MANAGEMENT, LTD.


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




                                       25
<PAGE>


                   SCHEDULE I TO TRAVIS BOATS & MOTORS, INC. -
                 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT

                                List of Borrowers



Travis Boats & Motors, Inc.
TBC Management, Ltd.
TBC Management, Inc.
Travis Boating Center Georgia, Inc.
Travis Boating Center Florida, Inc.
Adventure Marine & Outdoors, Inc.
Adventure Marine South, Inc.
Adventure Boat Brokerage, Inc.










                                       26
<PAGE>

                   SCHEDULE I TO TRAVIS BOATS & MOTORS, INC. -
                 AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT


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.
Travis Boating Center Louisiana, Inc.
Travis Boating Center Tennessee, Inc.
Travis Boating Center Alabama, Inc.
Travis Boating Center Little Rock, Inc.
Travis Boating Center Mississippi, Inc.
Travis Boating Center Oklahoma, Inc.















                                       27