EXHIBIT 10.51

                        Confidential Treatment Requested.

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

December 29, 2000

TBC Management, Inc.
Attention: Mike Perrine
5000 Plaza on the Lake Suite 250
Austin, TX 78746

Dear Mike:

Reference is made to that  certain  Loan and  Security  Agreement by and between
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.  (collectively  referred  to as  "Borrower")  and  Transamerica  Commercial
Finance Corporation  ("Lender") dated as of January 28, 2000 and all amendments,
program letters, agreements and other documents executed in connection therewith
(collectively, the "Agreement"). Capitalized terms used herein and not otherwise
defined shall have those meanings given to them in the Agreement.  Any guarantor
of Borrower's  obligations under the Agreement is hereby notified of the matters
contained  herein and any other demand made upon Borrower  hereunder is likewise
made upon any such guarantor.

Under  Section  5.1(Y)  of the  Agreement,  Borrower  covenanted  and  agreed to
maintain an Interest  Coverage  Ratio of not less than 2.0 to 1.0. Under Section
5.1(Z) of the  Agreement,  Borrower  covenanted  and agreed to  maintain a Fixed
Charge Coverage Ratio of not less than 1.50 to 1.0 starting on June 30, 2000 and
at all times thereafter. Lender hereby notifies you that Borrower failed to meet
the above referenced  covenant  requirements for the quarter ended September 30,
2000.  Additionally  Borrower  has  recently  notified  TCFC  that it will be in
violation of the above  referenced  requirements for the quarter ending December
31, 2000.  Borrower has requested that Lender waive these covenant  requirements
and forbear from accelerating its indebtedness under the Agreement.  Provided no
further event of default occurs and Borrower agrees and complies with all of the
terms described herein,  Lender has decided to waive these covenant requirements
and forbear from  exercising  its remedies  under the Agreement in order to give
Borrower additional time to comply with the terms as described herein.

In consideration of Lender's granting Borrower an extension of time within which
to comply with the following  terms and in  consideration  of Lender's waiver of
these covenant  requirements  and  forbearance  in exercising its remedies,  the
receipt and  sufficiency  of such  consideration  which is hereby  acknowledged,
Borrower and the  entities  listed below as  guarantors  agree to the  following
terms:

1.       Borrower covenants and agrees to maintain an 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:  (i) 1.0 to 1.0 as of March 31, 2001; (ii) 1.15
         to 1.0 as of June 30, 2001;  and (iii) 1.6 to 1.0 as of  September  30,
         2001 and at all times thereafter.

2.       Borrower covenants and agrees to 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:  (i) 1.20 to 1.0 as of March 31, 2001;
         (ii)  1.35 to 1.0 as of June  30,  2001;  and  (iii)  1.50 to 1.0 as of
         September 30, 2001 and at all times thereafter.

3.       Borrower  agrees to pay  Lender a fee in the  amount of * which will be
         paid by Borrower in three equal  installments of * . Borrower agrees to
         pay the first  installment  of * by no later than March 31,  2001,  the
         second  installment of * shall be paid by no later than April 30, 2001,
         and the third and final installment of * shall be paid by no later than
         May 31, 2001.  If Borrower  pays Lender in full for any Loans due under
         the  Agreement or if Lender is bought out by a third party prior to May
         31, 2000 or prior to Borrower  paying Lender in full and good funds the
         * fee, then  Borrower  agrees to pay Lender  immediately  the remaining
         amount of such * fee in full and good funds.


____________________________
*Indicates Confidential Treatment Requested.  The redacted material has been
filed separately with the Commission.

<PAGE>

                        Confidential Treatment Requested.

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


4.       Borrower will pay interest at a rate of * as of the date of this letter
         on any and all outstanding Loans and on any and all future Loans.

5.       Borrower will submit  Borrowing Base  Certificates  to Lender  no later
         than 5:00 p.m. central time on the last Business Day of every week.

6.       Borrower will provide to Lender financial statements as of December 31,
         2000 no later than January 31, 2001 and such actual statements will not
         be materially  different from the projected results previously provided
         by Borrower to Lender.

7.       Borrower  will provide to Lender on or before  January 31, 2001 audited
         fiscal year end (as of September  30, 2000)  financial  statements  and
         such actual statements will not be materially  different from the draft
         fiscal year end financial statements previously provided by Borrower to
         Lender.

8.       Borrower  agrees to change the definition of "Eligible  Inventory D" as
         used in the  Agreement  to mean such  then  Eligible  Inventory  of any
         Borrower  consisting of  watercraft,  watercraft  motors and watercraft
         trailers  that are up to 365 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.

9.       Borrower  agrees to change the definition of "Eligible  Inventory E" as
         used in the  Agreement  to mean such  then  Eligible  Inventory  of any
         Borrower  consisting of  watercraft,  watercraft  motors and watercraft
         trailers that are between 366 and 730 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.

In the event Borrower fails to comply with any terms contained  herein or in the
Agreement,  Lender at its option may exercise all rights and remedies  available
to it under the Agreement and applicable  law,  including but not limited to the
right to declare the entire unpaid principal  balance and all accrued and unpaid
interest and/or other charges thereon immediately due and payable.

Except as  otherwise  agreed  to in this  letter,  all other  terms of the above
referenced  Agreement  remain in full force and effect.  Any default  under this
letter shall constitute a default under the Agreement, and Lender shall have all
rights and remedies available to it under the Agreement, any guarantees thereof,
the Uniform Commercial Code or any other applicable law.

The foregoing is not intended,  and shall not be construed,  to limit any rights
and remedies available to it under the Agreement,  any guarantees  thereof,  the
Uniform  Commercial Code or any other  applicable law, which rights and remedies
are cumulative and may be enforced separately or concurrently.

Waiver of these covenants shall in no way constitute a waiver of any other terms
or  provisions of the  Agreement or of any future  requirements  of Borrower and
shall in no way  limit or  restrict  any of  Lender's  rights  and  remedies  as
outlined in the Agreement.

_______________________________
*Indicates Confidential Treatment Requested.  The redacted material has been
filed separately with the Commission.


<PAGE>

                        Confidential Treatment Requested.

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



Please  sign this  letter in  acknowledgment  of the terms  described  above and
return it to Lender. This letter may be executed in counterparts.

Sincerely,
Transamerica Commercial Finance Corporation



_________________________________________
By:
Title:


<PAGE>

                        Confidential Treatment Requested.

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


The undersigned entities hereby each acknowledge that the undersigned officer is
authorized  to bind each of the below  listed  companies  and that  through  his
single signature below he is signing in his capacity as Secretary of each of the
entities  listed below  thereby  binding all of these  entities to the terms and
conditions of this letter.

Borrowers:

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




By:      /s/ Michael B. Perrine
         ------------------------------------
Name:    Michael B. Perrine
Title:   Chief Financial Officer & Secretary
Date:
         ------------------------------------

The undersigned entities, which are all guarantors, hereby each acknowledge that
the undersigned officer is authorized to bind each of the below listed companies
and that through  his/her  single  signature  below he/she is signing in his/her
capacity as Secretary of each of the entities  listed below thereby  binding all
of these entities to the terms and conditions of this letter.

Guarantors:

Travis Snowden Marine, Inc.              Travis Boating Center Arlington, Inc.
---------------------------              -------------------------------------
Falcon Marine, Inc.                      Travis Boating Center Beaumont, Inc.
-------------------                      ------------------------------------
Falcon Marine Abilene, Inc.              Travis Boating Center Baton Rouge, Inc.
---------------------------              ---------------------------------------
TBC Arkansas, Inc.                       Travis Boating Center Louisiana, Inc.
------------------                       -------------------------------------
Travis Boating Center Tennessee, Inc.    Travis Boating Center Alabama, Inc.
-------------------------------------    -----------------------------------
Red River Marine Arkansas, Inc.          Travis Boating Center Little Rock, Inc.
-------------------------------          ---------------------------------------
Travis Boating Center Mississippi, Inc.  Travis Boating Center Oklahoma, Inc.
---------------------------------------  ------------------------------------
Shelby Marine Center, Inc.               Shelby Marine Pickwick, LLC
--------------------------               ---------------------------



By:      /s/ Michael B. Perrine
         ---------------------------
Name:    Michael B. Perrine
Title:   Secretary
Date:
         ---------------------------