Exhibit 10.56

                               Consent and Waiver

         Reference is made to the  Subordinated  Note  Purchase  Agreement  (the
"Purchase  Agreement")  dated as of December  14, 2001  between  Travis  Boats &
Motors, Inc. (the "Company") and Brunswick Corporation ("Brunswick"),  a copy of
which is attached as Exhibit A.

         The  undersigned  is the  lender  pursuant  to the  Loan  and  Security
Agreement dated as of January 31, 2000, by and between  Transamerica  Commercial
Finance  Corporation along with certain of its subsidiaries  (such  subsidiaries
together with any other subsidiaries or sub-subsidiaries of the Company that may
exist   from  time  to  time   shall  be   collectively   referred   to  as  the
"Subsidiaries"),  and Transamerica  Commercial Finance Corporation relating to a
line of  credit  with a  maximum  credit  amount  of  $45,000,000,  as  amended,
supplemented or modified from time-to-time (the "Loan Agreement").

         The  undersigned  hereby consents to: (i) the Purchase  Agreement,  the
transactions   contemplated   thereby  and  the  performance  of  the  Company's
obligations  thereunder  including without limitation the issuance of $3,000,000
subordinated notes pursuant thereto and the conversion of such notes into common
stock of the Company, and (ii) contemporaneously with the execution and delivery
of this Consent and Waiver,  the issuance of up to  $1,500,000  of  subordinated
notes (the "Insider Notes") of the Company to certain of the Company's  founding
shareholders and directors listed on Schedule I hereto or their affiliates.  The
undersigned  confirms that the Notes issued  pursuant to the Purchase  Agreement
and the Insider  Notes do, will and at all times shall  constitute  Subordinated
Indebtedness  for the purposes of the Loan Agreement.  The undersigned  confirms
that no Event of Default (as defined in the Loan Agreement), or event which with
the passage of time would become an Event of Default ] will occur as a result of
the  Company's   entering  into  the  Purchase   Agreement  and  performing  its
obligations hereunder or the Insider Notes.

         Except for the  Non-Waived  Defaults  (defined  below) the  undersigned
waives  all Events of Default  and  events in  existence  as of the date of this
Consent  and Waiver  which  with the  passage  of time  would  become  Events of
Default,   under  the  Loan  Agreement  or  any  agreement,   including  without
limitation,  any security  agreement,  entered into in connection  with the Loan
Agreement  which  were in  existence  as of the date  hereof  and all  Events of
Default  and events  which  with the  passage  of time  would  become  Events of
Default,  other than payment  defaults,  arising  through  January 30, 2002. For
purposes of this Consent and Waiver, "Non-Waived Defaults" shall mean any of any
of the following  Events of Default under the Loan  Agreement or any  agreement,
document or instrument  entered into in connection  with or  contemplated by the
Loan Agreement:

         (A)      Any Event of  Default  arising  as a result of any  failure to
                  make any required payment,  including, but not limited to, any
                  payment of principal or interest; or

         (B)      Both  (i) any  Event of  Default  arising  as a result  of any
                  default or event of default (howsoever such terms are defined)
                  shall occur under the  Purchase  Agreement  or any  agreement,
                  document or  instrument  entered  into in  connection  with or
                  contemplated  by the Purchase  Agreement;  and (ii)  Brunswick
                  shall  take any action to enforce  any of its  rights,  powers

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<PAGE>

                  and/or remedies under the Purchase Agreement or any agreement,
                  document or  instrument  entered  into in  connection  with or
                  contemplated by the Purchase Agreement; or

         (C)      Any Event of Default  arising as a result of any  violation of
                  any  covenant  relating  to  ownership,  control,  management,
                  mergers,  consolidations,  sale or purchase of assets or stock
                  of Borrower and/or any of the Subsidiaries; or

         (D)      Any  Event of  Default  arising  as a result  of any  material
                  violation of any  representation  or warranty or any violation
                  of any  representation  or  warranty  that  causes a  material
                  adverse  change in the  business of the Company  and/or any of
                  the Subsidiaries; or

         (E)      Any Event of Default  arising as a result of any  violation of
                  any  covenant  relating  to  granting  of  liens,  other  than
                  permitted liens, or the incurrence of indebtedness, other than
                  permitted   indebtedness,   of  Borrower  and/or  any  of  the
                  Subsidiaries; or

         (F)      Any Event of Default arising as a result of the Company and/or
                  any of the  Subsidiaries  shall become  insolvent or generally
                  fail to pay, or admit in writing its  inability  to pay,  such
                  person's or entity's debts as they become due, or a proceeding
                  under any  bankruptcy,  reorganization,  arrangement  of debt,
                  insolvency,  readjustment  of  debt  or  receivership  law  or
                  statute is filed by or against the  Company  and/or any of the
                  Subsidiaries  or the  Company  and/or any of the  Subsidiaries
                  makes an assignment for the benefit of creditors; or

         (G)      Any Event of Default arising as a result of any termination of
                  any guaranty; or

         (H)      Any Event of Default arising as a result of (i) any failure to
                  deliver on a timely basis as required in  accordance  with the
                  terms of the Loan  Agreement  or any  agreement,  document  or
                  instrument  relating to the Loan  Agreement any borrowing base
                  certificate  or other  report  relating  to  inventory  and/or
                  accounts receivable;  or (ii) any misrepresentation  contained
                  in any borrowing base  certificate or other report relating to
                  inventory and/or accounts receivable.

         The undersigned expressly  acknowledges and agrees that no violation of
         any  financial  covenant or ratio at any time through  January 30, 2002
         shall  constitute any Event of Default;  that the  undersigned  may not
         take any action at any time to declare  such  violation  as an Event of
         Default or to otherwise  exercise any rights,  powers and remedies with
         respect to such violation;  and that such violation shall not result in
         the postponement or subordination of any payment under the Notes issued
         pursuant to the Purchase Agreement.  Notwithstanding the foregoing,  in
         the event of a  financial  covenant or ratio  violation  that exists or
         continues  after  January 30, 2002,  as  determined  based on financial
         statements  for the month  ended  January  31,  2002 or any  subsequent
         period (as  opposed to the month,  quarter or year ended  December  31,
         2001 or earlier),  the existence of any waiver of such violation  prior
         to January  31, 2002 shall not  preclude  the  undersigned  on or after
         January 31, 2002 from  declaring a default or pursuing  any remedies it
         otherwise has based on such continuing violation of financial covenants

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<PAGE>

         or ratios as  determined  based on financial  statements  for the month
         ended January 31, 2002 or any subsequent period.

         Nothing  contained  in this  Consent  and  Waiver  shall  preclude  the
         undersigned  from exercising its rights,  powers and remedies under the
         Loan  Agreement  with respect to any Event of Default (i)  described in
         clauses (A), (B), (C), (D), (E), (F), (G), and/or (H) above at any time
         prior to January 31,  2002;  and/or (ii) at any time after  January 31,
         2002.

         The undersigned  acknowledges that Brunswick  Corporation is relying on
         this  Consent  and  Waiver  as a  condition  to its  closing  under the
         Purchase Agreement.  The execution and delivery of this document by the
         undersigned  and  the  effectiveness  of  this  document  is  expressly
         conditioned on all of the following  occurring  contemporaneously  with
         the execution and delivery of this document by the undersigned:

         (1)      Brunswick, the Company and the Subsidiaries  acknowledging and
                  agreeing  to the  terms and  provisions  of this  document  by
                  executing in the signature blocks below; and

         (2)      Brunswick  and  the  Company   executing  and  delivering  the
                  Purchase   Agreement   and  all   agreements,   documents  and
                  instruments relating to the Purchase Agreement; and

         (3)      Brunswick purchasing the Notes for at least $3,000,000.00; and

         (4)      The Company receiving the $3,000,000.00  from Brunswick as the
                  purchase price for the Notes in immediately  available  funds;
                  and

         (5)      Brunswick  executing  and  delivering  to  the  undersigned  a
                  subordination agreement in the form attached hereto as Exhibit
                  B; and

         (6)      The Company and the  Subsidiaries  executing and delivering to
                  the undersigned all such agreements, documents and instruments
                  required by the  undersigned in connection  with this document
                  and the Loan Agreement;

         (7)      Deutsche   Financial   Services    Corporationexecuting    and
                  delivering a consent and waiver in the form attached hereto as
                  Exhibit C.

         IN WITNESS  WHEREOF,  the  undersigned  has  executed  this Consent and
Waiver as of the 14th day of December, 2001.

                                   TRANSAMERICA COMMERCIAL FINANCE CORPOARTION:


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

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<PAGE>


THE UNDERSIGNED ACKNOWLEDGE, AGREE AND CONSENT TO THE TERMS AND
PROVISIONS OF THE ABOVE CONSENT AND WAIVER:

BRUNSWICK CORPORATION


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATS & MOTORS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER GEORGIA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER FLORIDA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


ADVENTURE MARINE & OUTDOORS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001

                                       4
<PAGE>


ADVENTURE MARINE SOUTH, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


ADVENTURE BOAT BROKERAGE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TBC MANAGEMENT, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TBC MANAGEMENT, LTD.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001

TBC ARKANSAS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER ARLINGTON, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


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<PAGE>

TRAVIS BOATING CENTER BEAUMONT, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER  OKLAHOMA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER TENNESSEE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS SNOWDEN MARINE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


FALCON MARINE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


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<PAGE>


FALCON MARINE ABILENE, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER ALABAMA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER LOUISIANA, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATS & MOTORS BATON ROUGE, INC.

By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


TRAVIS BOATING CENTER MISSISSIPPI, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


                                       7
<PAGE>

TRAVIS BOATING CENTER LITTLE ROCK, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


RED RIVER MARINE ARKANSAS, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


SHELBY MARINE CENTER, INC.


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001


SHELBY MARINE PICKWICK, LLC


By:
   -----------------------------------
Its:
    ----------------------------------
Date: December 14, 2001



                                       8
<PAGE>


                                   SCHEDULE 1


Mark T. Walton

Ronnie L. Spradling

Robert C. Siddons

Joseph E. Simpson

Steven W. Gurasich

E. D. Bohls

Rex Bohls

James Bohls



<PAGE>


                                    Exhibit A

       Subordinated Note Purchase Agreement dated as of December 14, 2001
          between Travis Boats & Motors, Inc. and Brunswick Corporation

<PAGE>


                                    Exhibit B

                            Subordination Agreement

<PAGE>


                                    Exhibit C

          Consent and Waiver by Deutsche Financial Services Corporation