Exhibit 10.67

                        FORM OF CONVERTIBLE SUBORDINATED
                                 PROMISSORY NOTE



         THE SECURITY REPRESENTED HEREBY WAS ORIGINALLY ISSUED ON
         DECEMBER 14, 2001. THE SECURITY  REPRESENTED  HEREBY HAS
         NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED  OR UNDER THE  SECURITIES  LAWS OF ANY STATE AND
         CANNOT BE OFFERED,  TRANSFERRED OR SOLD EXCEPT  PURSUANT
         TO AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OR
         AN EXEMPTION THEREFROM. THE TRANSFER OF SUCH SECURITY IS
         SUBJECT TO THE CONDITIONS  SPECIFIED IN THE SUBORDINATED
         NOTE PURCHASE AGREEMENT,  DATED AS OF DECEMBER 14, 2001,
         BETWEEN THE ISSUER (THE  "COMPANY") AND THE  SHAREHOLDER
         PURCHASERS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE
         THE TRANSFER OF SUCH SECURITY UNTIL SUCH CONDITIONS HAVE
         BEEN  FULFILLED  WITH  RESPECT  TO SUCH  TRANSFER.  UPON
         WRITTEN  REQUEST,  A COPY OF SUCH  CONDITIONS  SHALL  BE
         FURNISHED  BY THE COMPANY TO THE HOLDER  HEREOF  WITHOUT
         CHARGE.



                            CONVERTIBLE SUBORDINATED
                                 PROMISSORY NOTE


$_____,000                                                     December 14, 2001


         Travis  Boats & Motors,  Inc.,  a Texas  corporation  (the  "Company"),
hereby  promises  to  pay to  the  order  of  ______________  (the  "Shareholder
Purchaser"),  the principal amount of $_____,000  together with interest thereon
calculated from the date hereof in accordance with the provisions of this Note.

         This  Note  was  issued  pursuant  to  a  Subordinated   Note  Purchase
Agreement, dated as of December 14, 2001 (the "Purchase Agreement"), between the
Company and certain Shareholder Purchasers,  including the Shareholder Purchaser
of this  Note.  This  Note is one of the  "Notes"  referred  to in the  Purchase
Agreement.  The Purchase  Agreement  contains terms  governing the rights of the
holder  of  this  Note,  and  all  provisions  of  the  Purchase  Agreement  are
incorporated  herein in full by reference.  Unless otherwise  indicated  herein,
capitalized  terms used in this Note which are not  otherwise  defined  have the
same meanings set forth in the Purchase Agreement.


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<PAGE>

         1.  Payment of  Interest.  Except as  otherwise  expressly  provided in
Section 10.2 of the Purchase Agreement,  interest shall accrue at the greater of
(i) 10.75% or (if less) at the highest rate then permitted under applicable law.
The  Company  shall pay to the holder of this Note all  accrued  interest on the
last day of each calendar quarter beginning December 31, 2001,  provided that if
such day is not a business  day,  payment shall be due on the next business day.
Unless  prohibited  under applicable law, any accrued interest which is not paid
on the date on which it is payable shall bear interest at the same rate at which
interest is then  accruing  on the  principal  amount of this Note.  Any accrued
interest  which for any  reason has not  theretofore  been paid shall be paid in
full on the date on which  the  final  principal  payment  on this Note is paid.
Interest  shall accrue on any principal  payment due under this Note and, to the
extent  permitted by applicable  law, on any interest which has not been paid on
the date on which it is payable until such time as payment therefore is actually
delivered to the holder of this Note. Interest on this Note shall be computed on
the basis of a 365 or 366 day year, as applicable.

         2. Payment of Principal on Note.

         (a) Scheduled Payments. The Company shall pay all outstanding principal
and interest due under the Note on December 14, 2004.

         (b) Optional Prepayments.

         (i) Prior to receipt  of a  conversion  notice  from the holder of this
Note,  the  Company  may  prepay  this  Note in whole or in part by  paying  the
principal and accrued interest thereon in full, plus a premium on such principal
amount so prepaid at the following  rates:  5% through the first  anniversary of
the  Closing  Date and 3%  thereafter;  provided  that  such  prepayment  is not
prohibited by any Senior  Indebtedness  or the Brunswick Note. Upon receipt of a
conversion notice from the holder of this Note, all of the Company's  prepayment
rights shall be deemed lapsed and unexercised.

         (ii) The Company shall send written  notice of its election  under this
paragraph 2(b) to make an optional prepayment on the Notes to the holder of this
Note by registered or certified mail, return receipt requested, at least 30 days
prior to the date of prepayment and prior to receiving a conversion  notice from
the holder of this Note. On the date of prepayment, the Company shall deliver to
each holder of the Notes in person or by  registered or certified  mail,  return
receipt  requested,  a cashier's or  certified  check for the full amount of the
Notes which the Company  intends to prepay on such  holder's  Note plus interest
accrued on the  outstanding  principal  amount of such holder's Note through the
date ten days prior to the date of prepayment specified in the Company's notice.

         (c)  Conversion.   Notwithstanding  any  provision  contained  in  this
paragraph  2, the  holder of this Note may  convert  all or any  portion  of the
outstanding  principal  amount of this Note  pursuant to  paragraph 3 until such
time as such amount has been paid by the  Company;  provided  that if the holder
has received a notice of prepayment  pursuant to paragraph 2(b) above, within 10
days, the holder may deliver a conversion  notice to the Company for the portion
of the Note  designated  for  prepayment;  if the holder does not timely deliver
such a conversion  notice, it may not convert the portion of the Note designated
for prepayment unless the prepayment is not made in accordance with the terms of
paragraph 2(b).

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<PAGE>


         (d) Pro Rata Payment.  The Company agrees that any payments  (including
optional  prepayments as discussed above in paragraph 2(b) above) to the holders
of  the  Shareholder  Purchaser  Notes  (whether  for  principal,   interest  or
otherwise)  shall be made pro rata among such holders  based upon the  aggregate
unpaid principal amount of the Notes held by each such holder.  If any holder of
a Note  otherwise  obtains  any  payment  (whether  voluntary,  involuntary,  by
application  of offset or  otherwise)  of  principal  or interest on any Note in
excess of such  holder's  pro rata share of payments  obtained by all holders of
the Notes,  such holder shall  purchase from the other holders of the Notes such
participation in the Notes held by them as is necessary to cause such holders to
share  the  excess  payment  ratably  among  each of them  as  provided  in this
paragraph.

         3. Conversion.

         (a) Conversion Procedure.

         (i) At any time and from time to time after June 12,  2002 and prior to
the payment of this Note in full, the holder of this Note may convert all or any
portion of the outstanding principal amount of this Note into a number of shares
of the Conversion Stock (excluding any fractional  share) determined by dividing
the principal amount  designated by such holder in a written notice of intention
to  convert  as the  amount to be  converted,  by the  Conversion  Price then in
effect.  The holder of this Note shall  give the  Company 30 days  notice of its
intention to convert.

         (ii) Each  such  conversion  of this Note  shall be deemed to have been
effected  as of the close of  business  on the date on which  this Note has been
surrendered  at the  principal  office  of the  Company.  At  such  time as such
conversion  has been  effected,  the  rights of the  holder of this Note as such
holder to the extent of the conversion shall cease, and the Person or Persons in
whose name or names any  certificate  or  certificates  for shares of Conversion
Stock are to be issued upon such  conversion  shall be deemed to have become the
holder or  holders  of record of the  shares  of  Conversion  Stock  represented
thereby.

         (iii) As soon as possible  after a conversion has been effected (but in
any  event  within  five  business  days),  the  Company  shall  deliver  to the
converting holder:

                  (A) a certificate or certificates  representing  the number of
         shares of Conversion Stock (excluding any fractional share) issuable by
         reason of such  conversion in such name or names and such  denomination
         or denominations as the converting holder has specified;

                  (B)  payment  in an  amount  equal  to the sum of all  accrued
         interest with respect to the principal amount converted,  which has not
         been paid prior  thereto,  plus the amount  payable under  subparagraph
         (iv) below; and

                  (C) a new  Note  representing  any  portion  of the  principal
         amount which was represented by the Note  surrendered to the Company in
         connection with such conversion but which was not converted.

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<PAGE>

         (iv) If any fractional share of Conversion Stock would,  except for the
provisions hereof, be deliverable upon conversion of this Note, the Company,  in
lieu of  delivering  such  fractional  share,  shall pay an amount  equal to the
Market Price of such fractional share as of the date of such conversion.

         (v) The issuance of  certificates  for shares of Conversion  Stock upon
conversion  of this Note shall be made without  charge to the holder  hereof for
any  domestic  documentary,   stamp,  transfer,   excise  or  similarly  related
transactional  tax relating to the issuance of securities in respect  thereof or
other cost incurred by the Company in connection  with such  conversion  and the
related  issuance of shares of Conversion  Stock.  Upon conversion of this Note,
the Company shall take all such actions as are necessary in order to ensure that
the Conversion  Stock issuable with respect to such conversion  shall be validly
issued, fully paid and nonassessable.

         (vi) The  Company  shall not close its books  against  the  transfer of
Conversion  Stock issued or issuable upon  conversion of this Note in any manner
which  interferes  with the timely  conversion  of this Note.  The Company shall
assist  and  cooperate  with  any  holder  of this  Note  required  to make  any
governmental  filings  or  obtain  any  governmental  approval  prior  to  or in
connection  with the  conversion of this Note  (including,  without  limitation,
making any filings required to be made by the Company).

         (vii) The Company shall at all times reserve and keep  available out of
its authorized but unissued shares of Conversion  Stock,  solely for the purpose
of issuance upon the conversion of the Note, such number of shares of Conversion
Stock  issuable upon the  conversion  of all  outstanding  Notes.  All shares of
Conversion Stock which are so issuable shall,  when issued,  be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and charges.
The Company  shall take all such  actions as may be necessary to assure that all
such  shares  of  Conversion  Stock may be so issued  without  violation  of any
applicable law or  governmental  regulation or any  requirements of any domestic
securities  exchange upon which shares of Conversion Stock may be listed (except
for  official  notice of issuance  which shall be  immediately  delivered by the
Company upon each such issuance).

         (b) Conversion Price. The initial Conversion Price shall be $2.4594. If
and whenever on or after the original  date of issuance of this Note the Company
issues or sells,  or in accordance  with paragraph 3(c) is deemed to have issued
or sold, any shares of Common Stock for a consideration  per share less than the
Conversion Price in effect  immediately prior to such time, the Conversion Price
shall be reduced to the  Conversion  Price  determined by dividing (A) an amount
equal to the sum of (x) the product derived by multiplying the Conversion  Price
immediately  prior to such issue or sale by the number of shares of Common Stock
Deemed  Outstanding  immediately  prior  to such  issue  or  sale,  plus (y) the
consideration,  if any,  received by the Company upon such issue on sale, by (B)
the number of shares of Common Stock Deemed  Outstanding  immediately after such
issue or sale.

         (c) Effect on  Conversion  Price of Certain  Events.  For  purposes  of
determining  the adjusted  Conversion  Price under paragraph 3(b), the following
shall be applicable:

         (i) Issuance of Rights or Options.  If the Company in any manner grants
any rights or options to subscribe for or to purchase  Common Stock or any stock



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<PAGE>

or other  securities  convertible  into or  exchangeable  for Common Stock (such
rights  or  options  being  herein  called  "Options"  and such  convertible  or
exchangeable stock or securities being herein called  "Convertible  Securities")
and the price per share for which Common Stock is issuable  upon the exercise of
such Options or upon  conversion or exchange of such  Convertible  Securities is
less than the Conversion  Price in effect  immediately  prior to the time of the
granting  of such  Options,  then the total  maximum  number of shares of Common
Stock issuable upon the exercise of such Options or upon  conversion or exchange
of the total maximum  amount of such  Convertible  Securities  issuable upon the
exercise  of such  Options  shall be deemed to be  outstanding  and to have been
issued and sold by the  Company for such price per share.  For  purposes of this
paragraph, the "price per share for which Common Stock is issuable upon exercise
of such Options or upon conversion or exchange of such  Convertible  Securities"
is determined by dividing (A) the total amount,  if any,  received or receivable
by the  Company as  consideration  for the  granting of such  Options,  plus the
minimum aggregate amount of additional consideration payable to the Company upon
the exercise of all such Options,  plus in the case of such Options which relate
to  Convertible   Securities,   the  minimum   aggregate  amount  of  additional
consideration,  if any, payable to the Company upon the issuance or sale of such
Convertible  Securities and the conversion or exchange thereof, by (B) the total
maximum  number of shares of Common  Stock  issuable  upon the  exercise of such
Options or upon the  conversion or exchange of all such  Convertible  Securities
issuable  upon the exercise of such Options.  No  adjustment  of the  Conversion
Price shall be made upon the actual  issuance  of such  Common  Stock or of such
Convertible  Securities  upon the  exercise  of such  Options or upon the actual
issuance of such Common Stock upon  conversion  or exchange of such  Convertible
Securities. Notwithstanding the foregoing, there shall be no adjustment pursuant
to this paragraph (i) with respect to grants of options to employees pursuant to
employee benefit plans as in effect on the Closing Date hereof.

         (ii) Issuance of Convertible  Securities.  If the Company in any manner
issues or sells  any  Convertible  Securities  and the price per share for which
Common  Stock is  issuable  upon such  conversion  or  exchange is less than the
Conversion Price in effect  immediately prior to the time of such issue or sale,
then the maximum  number of shares of Common Stock  issuable upon  conversion or
exchange of all such  Convertible  Securities  shall be deemed to be outstanding
and to have been issued and sold by the  Company  for such price per share.  For
the purposes of this  paragraph,  the "price per share for which Common Stock is
issuable  upon such  conversion  or exchange" is  determined by dividing (A) the
total amount  received or  receivable  by the Company as  consideration  for the
issue or sale of such Convertible Securities,  plus the minimum aggregate amount
of additional consideration,  if any, payable to the Company upon the conversion
or exchange  thereof,  by (B) the total maximum number of shares of Common Stock
issuable upon the conversion or exchange of all such Convertible Securities.  No
adjustment of the  Conversion  Price shall be made upon the actual issue of such
Common Stock upon conversion or exchange of such Convertible Securities,  and if
any such issue or sale of such  Convertible  Securities is made upon exercise of
any Options for which  adjustments of the Conversion Price had been or are to be
made pursuant to other provisions of this paragraph 3(c), no further  adjustment
of the Conversion Price shall be made by reason of such issue or sale.

         (iii) Change in Option Price or Conversion  Rate. If the purchase price
provided for in any Option,  the additional  consideration (if any) payable upon
the issue,  conversion or exchange of any Convertible  Security,  or the rate at
which any Convertible  Security is convertible  into or exchangeable  for Common

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<PAGE>

Stock changes at any time,  the  Conversion  Price in effect at the time of such
change  shall be  readjusted  to the  Conversion  Price which would have been in
effect at such time had such Option or Convertible  Security originally provided
for such changed purchase price, additional  consideration or changed conversion
rate,  as the  case may be,  at the  time  initially  granted,  issued  or sold;
provided  that if such  adjustment  of the  Conversion  Price would result in an
increase in the Conversion  Price then in effect,  such adjustment  shall not be
effective  until 30 days  after  written  notice  thereof  has been given to all
holders of the Notes.

         (iv)  Treatment  of  Expired   Options  and   Unexercised   Convertible
Securities. Upon the expiration of any Option or the termination of any right to
convert or exchange  any  Convertible  Securities  without the  exercise of such
Option or right, the Conversion Price then in effect hereunder shall be adjusted
to the  Conversion  Price  which  would  have been in effect at the time of such
expiration or  termination  had such Option or  Convertible  Securities,  to the
extent  outstanding  immediately prior to such expiration or termination,  never
been issued;  provided that if such expiration or termination would result in an
increase in the  Conversion  Price then in effect,  such  increase  shall not be
effective  until 30 days  after  written  notice  thereof  has been given to all
holders of the Notes.

         (v) Calculation of Consideration Received. If any Common Stock, Options
or  Convertible  Securities  are issued or sold or deemed to have been issued or
sold for cash, the  consideration  received  therefore shall be deemed to be the
net amount received by the Company therefore.  In case any Common Stock, Options
or  Convertible  Securities  are issued or sold for a  consideration  other than
cash,  the amount of the  consideration  other than cash received by the Company
shall be the fair value of such  consideration,  except where such consideration
consists of securities,  in which case the amount of  consideration  received by
the Company shall be the Market Price thereof as of the date of receipt. In case
any Common Stock, Options or Convertible  Securities are issued to the owners of
the  non-surviving  entity in connection with any merger in which the Company is
the surviving corporation, the amount of consideration therefore shall be deemed
to be the fair  value of such  portion of the net  assets  and  business  of the
non-surviving  corporation as is attributable  to such Common Stock,  Options or
Convertible Securities,  as the case may be. The fair value of any consideration
other than cash and  securities  shall be determined  jointly by the Company and
the Majority Noteholders. If such parties are unable to reach agreement within a
reasonable  period of time,  such fair value shall be determined by an appraiser
jointly selected by the Company and the Majority Noteholders.  The determination
of such appraiser shall be final and binding upon the parties,  and the fees and
expenses of such appraiser shall be borne by the Company.

         (vi)  Integrated  Transactions.   In  case  any  Option  is  issued  in
connection with the issue or sale of other  securities of the Company,  together
comprising one  integrated  transaction  in which no specific  consideration  is
allocated to such Options by the parties thereto, the Options shall be deemed to
have been issued for a consideration of $.01.

         (vii) Treasury Shares. The number of shares of Common Stock outstanding
at any given time does not include shares owned or held by or for the account of
the Company or any  Subsidiary,  and the  disposition  of any shares so owned or
held shall be considered an issue or sale of Common Stock.

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<PAGE>

         (viii)  Record  Date.  If the Company  takes a record of the holders of
Common  Stock for the  purpose of  entitling  them (A) to receive a dividend  or
other distribution payable in Common Stock, Options or in Convertible Securities
or (B) to  subscribe  for or  purchase  Common  Stock,  Options  or  Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common  Stock  deemed to have been issued or sold upon the
declaration  of such  dividend or the making of such other  distribution  or the
date of the granting of such right of subscription or purchase,  as the case may
be.

         (d)  Subdivision or Combination of Common Stock.  If the Company at any
time  subdivides  (by any stock split,  stock dividend or otherwise) one or more
classes  of its  outstanding  shares of Common  Stock  into a greater  number of
shares,  the Conversion  Price in effect  immediately  prior to such subdivision
shall be  proportionately  reduced,  and if the Company at any time combines (by
reverse stock split or otherwise) one or more classes of its outstanding  shares
of Common Stock into a smaller number of shares,  the Conversion Price in effect
immediately prior to such combination shall be proportionately increased.

         (e) Reorganization, Reclassification, Consolidation, Merger or Sale. If
any recapitalization,  reorganization, reclassification,  consolidation, merger,
sale of all or  substantially  all of the Company's  assets to another Person or
other transaction (collectively, any "Organic Change") is effected in such a way
that holders of Common Stock are  entitled to receive  (either  directly or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange  for Common  Stock,  then,  prior to the  consummation  of such Organic
Change, lawful and adequate provision (in form and substance satisfactory to the
Majority  Noteholders)  shall be made  whereby  each of the holders of the Notes
shall thereafter have the right to acquire and receive in lieu of or addition to
(as  the  case  may be)  shares  of  Conversion  Stock  immediately  theretofore
acquirable and receivable upon the conversion of such holder's Note, such shares
of stock, securities or assets as may be issued or payable with respect to or in
exchange for the number of shares of Conversion  Stock  immediately  theretofore
acquirable and receivable upon conversion of such holder's Note had such Organic
Change not taken place.  In any such case,  appropriate  provision  (in form and
substance  reasonably  satisfactory to the Majority  Noteholders)  shall be made
with respect to such holder's rights and interests to insure that the provisions
of this  paragraph 3 and  paragraphs 4 and 5 shall  thereafter  be applicable in
relation to any shares of stock,  securities  or assets  thereafter  deliverable
upon  the  conversion  of  the  Notes  (including,  in  the  case  of  any  such
consolidation, merger or sale in which the successor entity or purchasing entity
is other than the Company,  an immediate  adjustment of the Conversion  Price to
the value for the Common  Stock  reflected  by the terms of such  consolidation,
merger or sale and a corresponding  immediate adjustment in the number of shares
of Conversion  Stock  acquirable and receivable upon conversion of the Notes, if
the value so reflected is less than the Conversion  Price in effect  immediately
prior to such  consolidation,  merger or sale.) The Company shall not effect any
such  consolidation,  merger or sale, unless prior to the consummation  thereof,
the successor entity (if other than the Company) resulting from consolidation or
merger or the entity  purchasing  such assets assumes by written  instrument (in
form reasonably satisfactory to Majority Noteholders), the obligation to deliver
to each such holder such shares of stock, securities or assets as, in accordance
with the foregoing provisions, such holder may be entitled to acquire.

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<PAGE>

         (f) Certain Events. If any event occurs of the type contemplated by the
provisions of this paragraph 3 but not expressly provided for by such provisions
(including,  without  limitation,  the  granting of stock  appreciation  rights,
phantom stock rights or other rights with equity  features),  then the Company's
board of directors shall make an appropriate  adjustment in the Conversion Price
so as to protect the rights of the holders of the Notes;  provided  that no such
adjustment shall increase the Conversion Price as otherwise  determined pursuant
to this  paragraph  3 or  decrease  the  number of shares  of  Conversion  Stock
issuable upon conversion of the Notes then outstanding.

         (g) Notices.

         (i)  Immediately  upon any  adjustment  of the  Conversion  Price,  the
Company shall send written  notice  thereof to the holder of this Note,  setting
forth in reasonable detail and certifying the calculation of such adjustment.

         (ii) The Company  shall send written  notice to the holder of this Note
at least 20 days  prior to the date on which  the  Company  closes  its books or
takes a record (A) with respect to any dividend or distribution  upon the Common
Stock, (B) with respect to any pro rata subscription  offer to holders of Common
Stock or (C) for determining  rights to vote with respect to any Organic Change,
dissolution or liquidation.

         (iii) The Company shall also give at least 20 days prior written notice
of the date on which any Organic Change,  dissolution or liquidation  shall take
place.

         4. Liquidating  Dividends.  If the Company declares a dividend upon the
Common Stock payable  otherwise  than in cash out of earnings or earned  surplus
(determined  in  accordance  with  generally  accepted  accounting   principles,
consistently  applied)  except for a stock dividend  payable in shares of Common
Stock (a "Liquidating  Dividend"),  then the Company shall pay to the holders of
the Notes at the time of payment  thereof the  Liquidating  Dividend which would
have been paid to the holder of this Note on the Conversion  Stock had this Note
been fully  converted  immediately  prior to the date on which a record is taken
for such Liquidating  Dividend,  or, if no record is taken, the date as of which
the  record  holders  of  Common  Stock  entitled  to such  dividends  are to be
determined.  Nothing in this  paragraph 4 in any way shall permit any  dividend,
distribution or other payment prohibited,  restricted or limited by the Purchase
Agreement.

         5. Purchase Rights. If at any time the Company grants,  issues or sells
any  Options,  Convertible  Securities  or rights to purchase  stock,  warrants,
securities  or other  property  pro rata to the  record  holders of any class of
Common  Stock (the  "Purchase  Rights"),  then each holder of the Notes shall be
entitled to acquire,  upon the terms  applicable  to such Purchase  Rights,  the
aggregate  Purchase  Rights which such holder could have acquired if such holder
had held the number of shares of Conversion  Stock acquirable upon conversion of
such  holder's Note  immediately  before the date on which a record is taken for
the grant,  issuance or sale of such Purchase  Rights,  or, if no such record is
taken,  the date as of which  the  record  holders  of  Common  Stock  are to be
determined for the grant, issue or sale of such Purchase Rights.

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<PAGE>

         6. Amendment and Waiver. Except as otherwise expressly provided herein,
the  provisions  of the Notes may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Majority
Noteholders;  provided that no such action shall change (i) the rate at which or
the  manner in which  interest  accrues  on the Notes or the times at which such
interest becomes payable,  (ii) any provision relating to the scheduled payments
or prepayments  of principal on the Notes or (iii) the  Conversion  Price of the
Notes or the  number of shares  or the class of stock  into  which the Notes are
convertible, without the written consent of all of the holders of the Notes.

         7.  Definitions.  For purposes of the Notes, the following  capitalized
terms have the following meanings:

         "Common Stock" means,  collectively  the Company's Common Stock and any
capital  stock of any class of the  Company  hereafter  authorized  which is not
limited to a fixed sum or  percentage  of par or stated  value in respect to the
rights of the holders thereof to participate in dividends or in the distribution
of assets upon any liquidation, dissolution or winding up of the Company.

         "Common Stock Deemed  Outstanding" means, at any given time, the number
of shares of Common Stock actually  outstanding at such time, plus the number of
shares of Common Stock deemed to be outstanding  pursuant to paragraphs  3(c)(i)
and 3(c)(ii)  hereof,  regardless of whether or not the Options and  Convertible
Securities  are actually  exercisable  at such time, but excluding any shares of
Common Stock issuable upon conversion of the Notes.

         "Conversion  Stock"  means  shares  of  the  Company's  authorized  but
unissued  Common  Stock;  provided  that if  there  is a  change  such  that the
securities  issuable upon  conversion of the Notes are issued by an entity other
than the Company or there is a change in the class of  securities  so  issuable,
then the term "Conversion  Stock" shall mean one share of the security  issuable
upon  conversion of this Note if such  security is issuable in shares,  or shall
mean the smallest  unit in which such  security is issuable if such  security is
not issuable in shares.

         "Market  Price" of any security means the average of the closing prices
of such security's sales on all securities  exchanges on which such security may
at the time be listed,  or, if on any day such  security  is not so listed,  the
average of the  representative  bid and asked prices quoted in the NASDAQ System
as of 4:00 P.M., New York time, or, if on any day such security is not quoted in
the NASDAQ  System,  the average of the highest bid and lowest  asked  prices on
such day in the  domestic  over-the-counter  market as reported by the  National
Quotation Bureau, Incorporated,  or any similar successor organization,  in each
such case  averaged  over a period of 21 days  consisting of the day as of which
"Market Price" is being determined and the 20 consecutive business days prior to
such day. If at any time such security is not listed on any securities  exchange
or quoted in the  NASDAQ  System or the  over-the-counter  market,  the  "Market
Price" shall be the fair value thereof determined jointly by the Company and the
Majority  Noteholders.  If such parties are unable to reach  agreement  within a
reasonable  period of time,  such fair value shall be determined by an appraiser
jointly selected by the Company and the Majority Noteholders.  The determination
of such appraiser shall be final and binding upon the parties,  and the fees and
expenses of such appraiser shall be borne by the Company.

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<PAGE>

         "Prime Rate" means the interest  rate per annum equal to the highest of
the prime,  base or reference rates of interest  announced  publicly in the Wall
Street  Journal or such other  publication  comparable in scope  (whether or not
charged in such instance) by JP Morgan Chase (or any successor  thereof) as such
bank's prime,  base, or reference rate per annum as in effect on the last day of
each  calendar  quarter.  If  JP  Morgan  Chase  discontinues  the  practice  of
announcing or publishing a prime, base or reference rate during the term of this
Agreement,  then the Majority  Noteholders  may, in their  reasonable  judgment,
designate a comparable bank and/or publicly announced rate to be thereafter used
as a basis for determining  Prime Rate. The Company  acknowledges that JP Morgan
Chase may extend credit at rates of interest less than its announced prime, base
or reference rate.

         8.  Cancellation.  After all principal and accrued interest at any time
owed on this Note has been paid in full,  this Note shall be  surrendered to the
Company for cancellation and shall not be reissued.

         9. Place of  Payment.  Payments of  principal  and  interest  are to be
delivered to the  Shareholder  Purchaser at the address  listed with its name on
Annex 1 to the Purchase Agreement,  or to such other address or to the attention
of such other person as specified by prior written notice to the Company.

         10.  Usury Laws.  It is the  intention of the Company and the holder of
this Note to conform  strictly to all applicable  usury laws now or hereafter in
force, and any interest payable under this Note shall be subject to reduction to
the  amount  not in  excess  of the  maximum  legal  amount  allowed  under  the
applicable  usury  laws  as now or  hereafter  construed  by the  courts  having
jurisdiction  over such matters.  If the maturity of this Note is accelerated by
reason of an election by the holder hereof  resulting  from an Event of Default,
voluntary prepayment by the Company or otherwise, then earned interest may never
include more than the maximum  amount  permitted by law,  computed from the date
hereof until payment, and any interest in excess of the maximum amount permitted
by law shall be canceled  automatically  and, if theretofore  paid, shall at the
option of the holder  hereof either be rebated to the Company or credited on the
principal  amount of this Note,  or if this Note has been paid,  then the excess
shall  be  rebated  to the  Company.  The  aggregate  of all  interest  (whether
designated as interest,  service charges,  points or otherwise)  contracted for,
chargeable,  or receivable under this Note shall under no  circumstances  exceed
the maximum legal rate upon the unpaid principal  balance of this Note remaining
unpaid from time to time.  If such  interest does exceed the maximum legal rate,
it shall be deemed a mistake  and such excess  shall be  canceled  automatically
and, if  theretofore  paid,  rebated to the Company or credited on the principal
amount of this Note, or if this Note has been repaid,  then such excess shall be
rebated to the Company.



                                       10
<PAGE>


         IN WITNESS WHEREOF, the Company has executed and delivered this Note on
December 14, 2001.

                                       TRAVIS BOAT & MOTORS, INC.


                                       By:
                                          --------------------------------------
                                       Its:
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