Confidential Treatment Requested.


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



                                   $60,000,000

                           LOAN AND SECURITY AGREEMENT

                          Dated as of January 31, 2000

                                     BETWEEN

                           TRAVIS BOATS & MOTORS, INC.

                              a Texas corporation,

                       and its Subsidiaries Listed Herein

                                  as Borrowers

                                       AND

                     DEUTSCHE FINANCIAL SERVICES CORPORATION



<PAGE>

                       Confidential Treatment Requested.


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


<TABLE>
<CAPTION>
<S>                                                                                                                  <C>




1.    DEFINITIONS.....................................................................................................1


2.    CREDIT FACILITY.................................................................................................7

   2.1   TOTAL CREDIT FACILITY........................................................................................7
         ---------------------
   2.2   FLOORPLAN LOANS..............................................................................................7
         ---------------
      2.2.1   Inventory Floorplan Loan Limit..........................................................................7
              ------------------------------
      2.2.2   Payment Terms for Floorplan Inventory...................................................................7
              -------------------------------------
   2.3   REVOLVING CREDIT FACILITY....................................................................................8
         -------------------------
      2.3.1   Eligible Accounts.......................................................................................8
              -----------------
      2.3.2   Eligible New Inventory..................................................................................8
              ----------------------
      2.3.3   Eligible Used Inventory.................................................................................8
              -----------------------
      2.3.4   Eligible Parts..........................................................................................8
              --------------
      2.3.5   Payment Terms for Eligible Inventory....................................................................8
              ------------------------------------
   2.4   MANDATORY PREPAYMENT.........................................................................................8
         --------------------
   2.5   INTEREST; CALCULATION OF CHARGES; FEES.......................................................................9
         --------------------------------------
      2.5.1   Interest - Floorplan Inventory Loans....................................................................9
              ------------------------------------
      2.5.2   Interest - Revolving Credit Loans.......................................................................9
              ---------------------------------
      2.5.3   Calculation of Charges..................................................................................9
              ----------------------
      2.5.4   Method of Transfer......................................................................................9
              ------------------
      2.5.5   Definitions.............................................................................................9
              -----------
      2.5.6   Fees...................................................................................................10
              ----
         2.5.6.1  Non-Use of Credit Facility Fee.....................................................................10
                  ------------------------------
         2.5.6.2  Administration Fees................................................................................10
                  -------------------
   2.6   BILLING STATEMENT...........................................................................................10
         -----------------
   2.7   LOAN PROCEEDS...............................................................................................10
         -------------
   2.8   DEFAULT INTEREST RATE.......................................................................................10
         ---------------------
   2.9   INTEREST RATE AFTER CERTAIN EVENTS..........................................................................10
         ----------------------------------
   2.10    VERIFICATION RIGHTS OF DFS................................................................................11
           --------------------------
   2.11    REPORTS...................................................................................................11
           -------
      2.11.1  Biweekly Reports.......................................................................................11
              ----------------
      2.11.2 Monthly Reports.........................................................................................11
             ---------------
      2.11.3  Updated Borrowing Base Certificates....................................................................11
              -----------------------------------
      2.11.4  Covenant Compliance Certificates.......................................................................11
              --------------------------------
      2.11.5  Other Reports..........................................................................................11
              -------------
      2.11.6  Accuracy of Reports....................................................................................11
              -------------------
   2.12    ESTABLISHMENT OF RESERVES.................................................................................11
           -------------------------
   2.13    UNAVAILABILITY OF LIBOR RATE; CAPITAL ADEQUACY............................................................11
           ----------------------------------------------
   2.14    COLLECTIONS...............................................................................................12
           -----------
   2.15    ADVANCEMENTS..............................................................................................12
           ------------
   2.16    CONTINUING REQUIREMENTS - ACCOUNTS........................................................................13
           ----------------------------------
   2.17    PERFORMANCE RESERVE.......................................................................................13
           -------------------
      2.17.1  Conditions Precedent...................................................................................13
              --------------------
      2.17.2       Use of the Performance Reserve....................................................................13
                   ------------------------------

3.    TERM OF AGREEMENT..............................................................................................14

   3.1   TERMINATION.................................................................................................14
         -----------
      3.1.1   Early Termination......................................................................................14
              -----------------
   3.2   EFFECT OF TERMINATION.......................................................................................14
         ---------------------

4.    BORROWING AND REPAYMENT PROCEDURES.............................................................................15

   4.1.    BORROWING PROCEDURES......................................................................................15
           --------------------
      4.1.1   Generally..............................................................................................15
              ---------
      4.1.2   Loan Options...........................................................................................15
              ------------
      4.1.3   Conditions Precedent to Each Loan......................................................................15
              ---------------------------------


                                       i

<PAGE>

                       Confidential Treatment Requested.


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


   4.2   ALL LOANS ONE OBLIGATION....................................................................................16
         ------------------------
   4.3   PAYMENTS OF PRINCIPAL AND INTEREST..........................................................................16
         ----------------------------------
   4.4   COLLECTION DAYS.............................................................................................16
         ---------------

5.    SECURITY FOR THE OBLIGATIONS...................................................................................16

   5.1   GRANT OF SECURITY INTEREST..................................................................................16
         --------------------------
   5.2   FUTURE ADVANCES.............................................................................................16
         ---------------
   5.3   FINANCING STATEMENTS........................................................................................16
         --------------------
   5.4   FURTHER ASSURANCES..........................................................................................16
         ------------------

6.    CONDITIONS PRECEDENT...........................................................................................16

   6.1   CONDITIONS PRECEDENT........................................................................................17
         --------------------
      6.1.1   DFS' Counsel...........................................................................................17
              ------------
      6.1.2   No Material Adverse Change.............................................................................17
              --------------------------
      6.1.3   Perfected Liens........................................................................................17
              ---------------
      6.1.4   Insurance..............................................................................................17
              ---------
      6.1.5   Laws...................................................................................................17
              ----
      6.1.6   Certificate of Good Standing...........................................................................17
              ----------------------------
      6.1.7   Opinion of Borrower's Counsel..........................................................................17
              -----------------------------
      6.1.8   UCC Searches...........................................................................................17
              ------------
      6.1.9   Other Documents........................................................................................17
              ---------------
      6.1.10  President's Certificate................................................................................17
              -----------------------
      6.1.11 Articles of Incorporation...............................................................................17
             -------------------------
      6.1.12  Secretary's Certificate of Resolution and Incumbency...................................................17
              ----------------------------------------------------
      6.1.13  Pre-closing Expenses...................................................................................18
              --------------------
      6.1.14  Pre-closing Reviews....................................................................................18
              -------------------
      6.1.15  Payoff Letters.........................................................................................18
              --------------

7.    REPRESENTATIONS AND WARRANTIES.................................................................................18

   7.1   FINANCIAL STATEMENTS........................................................................................18
         --------------------
   7.2   NON-EXISTENCE OF DEFAULTS...................................................................................18
         -------------------------
   7.3   LITIGATION..................................................................................................18
         ----------
   7.4   NO MATERIAL ADVERSE CHANGES.................................................................................18
         ---------------------------
   7.5   TITLE TO COLLATERAL.........................................................................................18
         -------------------
   7.6   CORPORATE STATUS............................................................................................18
         ----------------
   7.7   SUBSIDIARIES................................................................................................19
         ------------
   7.8   POWER AND AUTHORITY.........................................................................................19
         -------------------
   7.9   PRINCIPAL PLACE OF BUSINESS.................................................................................19
         ---------------------------
   7.10    ENFORCEABILITY OF THE LOAN DOCUMENTS......................................................................19
           ------------------------------------
   7.11    TAXES.....................................................................................................19
           -----
   7.12    COMPLIANCE WITH LAWS......................................................................................19
           --------------------
   7.13    CONSENTS..................................................................................................19
           --------
   7.14    PURPOSE...................................................................................................19
           -------
   7.15    CONDITION OF THE BUSINESS.................................................................................19
           -------------------------
   7.16    CAPITAL...................................................................................................20
           -------
   7.17    LOCATION OF COLLATERAL....................................................................................20
           ----------------------
   7.18    REAL PROPERTY.............................................................................................20
           -------------
   7.19    WARRANTIES AND REPRESENTATIONS-ACCOUNTS...................................................................20
           ---------------------------------------
   7.20    SOLVENCY..................................................................................................20
           --------
   7.21    BUSINESS LOCATIONS; AGENT FOR PROCESS.....................................................................20
           -------------------------------------
   7.22    WARRANTIES AND REPRESENTATIONS-INVENTORY & PARTS..........................................................20
           ------------------------------------------------
   7.23    REAFFIRMATION.............................................................................................21
           -------------
   7.24    SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................................21
           ------------------------------------------

                                       ii

<PAGE>

                       Confidential Treatment Requested.


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




8.    BORROWER'S COVENANTS...........................................................................................21

   8.1   AFFIRMATIVE COVENANTS.......................................................................................21
         ---------------------
      8.1.1   Payment and Performance................................................................................21
              -----------------------
      8.1.2   Insurance..............................................................................................21
              ---------
         8.1.2.1  Type of Insurance..................................................................................21
                  -----------------
         8.1.2.2  Requirements as to Insurance Policies..............................................................21
                  -------------------------------------
         8.1.2.3  Collection of Claims...............................................................................21
                  --------------------
         8.1.2.4  Blanket Policies...................................................................................22
                  ----------------
         8.1.2.5  Delivery of Policies or Certificates of Insurance..................................................22
                  -------------------------------------------------
      8.1.3  Collection of Receivables; Sale of Inventory............................................................22
             --------------------------------------------
      8.1.4  Notice of Litigation and Proceedings....................................................................22
             ------------------------------------
      8.1.5  Payment of Debt to Third Persons........................................................................22
             --------------------------------
      8.1.6  Notice of Change of Business Location...................................................................22
             -------------------------------------
      8.1.7  Payment of Taxes........................................................................................22
             ----------------
      8.1.8  Further Assurances......................................................................................22
             ------------------
      8.1.9  Maintenance of Status...................................................................................22
             ---------------------
      8.1.10  Financial Statements; Reporting Requirements; Certification as to Events of Defaults...................23
              ------------------------------------------------------------------------------------
      8.1.11  Notice of Existence of Default.........................................................................23
              ------------------------------
      8.1.12  Compliance with Laws...................................................................................24
              --------------------
      8.1.13  Maintenance of Collateral..............................................................................24
              -------------------------
      8.1.14  Collateral Records and Statements......................................................................24
              ---------------------------------
      8.1.15  Inspection of Collateral...............................................................................24
              ------------------------
      8.1.16  Landlord's Agreements..................................................................................24
              ---------------------

9.    FINANCIAL COVENANTS............................................................................................24

   9.1  AMOUNTS......................................................................................................24
        -------
      9.1.1   Minimum Tangible Net Worth.............................................................................24
              --------------------------
      9.1.2   Minimum Current Ratio..................................................................................24
              ---------------------
      9.1.3   Maximum Debt to Tangible Net Worth.....................................................................24
              ----------------------------------
   9.2  CERTAIN DEFINITIONS..........................................................................................25
        -------------------
   9.3   COVENANT COMPLIANCE CERTIFICATE.............................................................................25
         -------------------------------

10.      NEGATIVE COVENANTS..........................................................................................25

   10.1    CHANGE OF NAME, ETC.......................................................................................25
           -------------------
   10.2    SALE OR TRANSFER OF ASSETS................................................................................25
           --------------------------
   10.3    CHANGE IN CONTROL.........................................................................................25
           -----------------
   10.4    ENCUMBRANCE OF ASSETS.....................................................................................26
           ---------------------
   10.5    FALSE CERTIFICATES OR DOCUMENTS...........................................................................26
           -------------------------------
   10.6    ASSIGNMENT................................................................................................26
           ----------
   10.7    TRANSACTIONS WITH AFFILIATES..............................................................................26
           ----------------------------
   10.8    LOANS BY BORROWER.........................................................................................26
           -----------------
   10.9    FISCAL YEAR; ACCOUNTING METHODS...........................................................................26
           -------------------------------
   10.10   TOTAL DEBT................................................................................................26
           ----------
   10.11   ADVERSE TRANSACTIONS......................................................................................26
           --------------------
   10.12   GUARANTIES................................................................................................26
           ----------
   10.13   BILL-AND-HOLD SALES, ETC..................................................................................27
           ------------------------
   10.14   MARGIN SECURITIES.........................................................................................27
           -----------------

11.      DEFAULT/REMEDIES............................................................................................27

   11.1    EVENTS OF DEFAULT.........................................................................................27
           -----------------
      11.1.1  Failure to Pay Principal or Interest...................................................................27
              ------------------------------------
      11.1.2  Failure to Pay Other Amounts to DFS....................................................................27
              -----------------------------------
      11.1.3  Failure to Pay Certain Costs and Expenses..............................................................27
              -----------------------------------------
      11.1.4  Failure to Pay Amounts Owed to Other Persons...........................................................27
              --------------------------------------------
      11.1.5  Certain Representations and Warranties Without A Curing Period.........................................27
              --------------------------------------------------------------
      11.1.6  Certain Representations and Warranties With A Curing Period............................................27
              -----------------------------------------------------------
      11.1.7  Certain Covenants With a Curing Period.................................................................27
              --------------------------------------


                                      iii

<PAGE>


                       Confidential Treatment Requested.


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


      11.1.8  Certain Covenants Without a Curing Period..............................................................27
              -----------------------------------------
      11.1.9  Default Under Other Agreements.........................................................................28
              ------------------------------
      11.1.10  Bankruptcy, Etc.......................................................................................28
               ---------------
         11.1.10.1  Voluntary Cases..................................................................................28
                    ---------------
         11.1.10.2  Involuntary Cases................................................................................28
                    -----------------
      11.1.11  Judgment, Attachments, Etc............................................................................28
               --------------------------
      11.1.12  Suspension, Dissolution or Liquidation................................................................28
               --------------------------------------
      11.1.13  Loss of Franchise.....................................................................................28
               -----------------
      11.1.14  Liens Other Than Permitted Liens......................................................................28
               --------------------------------
      11.1.15  Loan Documents; Security Interest.....................................................................28
               ---------------------------------
      11.1.16  Loss of Collateral....................................................................................28
               ------------------
      11.1.17  Loss of Guaranty......................................................................................29
               ----------------
      11.1.18 Material Adverse Change................................................................................29
              -----------------------
   11.2    RIGHTS AND REMEDIES.......................................................................................29
           -------------------
      11.2.1  Cessation of Advances; Acceleration; etc...............................................................29
              ----------------------------------------
      11.2.2  Collateral in Trust for DFS............................................................................29
              ---------------------------
      11.2.3  Delivery of Collateral to DFS..........................................................................29
              -----------------------------
      11.2.4  Default Interest.......................................................................................29
              ----------------
      11.2.5  Collection of Accounts; DFS Possession of Collateral by DFS; etc.......................................29
              ----------------------------------------------------------------
      11.2.6  Immediate Acceleration.................................................................................29
              ----------------------

12.      SALE OF COLLATERAL..........................................................................................30


13.      INDEMNIFICATIONS............................................................................................30


14.      OTHER TERMS.................................................................................................30

   14.1    AMENDMENT, CHANGES AND MODIFICATION.......................................................................30
           -----------------------------------
   14.2    BINDING EFFECT............................................................................................30
           --------------
   14.3    BROKER FEE................................................................................................31
           ----------
   14.4    ENTIRE AGREEMENT..........................................................................................31
           ----------------
   14.5    HEADINGS..................................................................................................31
           --------
   14.6    INCORPORATION BY REFERENCE................................................................................31
           --------------------------
   14.7    INTERPRETATION............................................................................................31
           --------------
   14.8    NOTICES...................................................................................................31
           -------
   14.9    NO THIRD PARTY BENEFICIARY RIGHTS AND RELIANCE............................................................31
           ----------------------------------------------
   14.10   PROTECTION OR PRESERVATION OF COLLATERAL..................................................................32
           ----------------------------------------
   14.11   RELATIONSHIP OF THE PARTIES...............................................................................32
           ---------------------------
   14.12   REVERSAL OF PAYMENTS......................................................................................32
           --------------------
   14.13   SEVERABILITY..............................................................................................32
           ------------
   14.14   MAXIMUM INTEREST..........................................................................................32
           ----------------
   14.15   WAIVERS BY DFS............................................................................................32
           --------------
   14.16   SURVIVAL..................................................................................................32
           --------
   14.17   PARTICIPATIONS; ASSIGNMENTS...............................................................................32
           ---------------------------
   14.18   COUNTERPARTS..............................................................................................33
           ------------
   14.19   INFORMATION...............................................................................................33
           -----------
   14.20   RELEASE...................................................................................................33
           -------
   14.21   MISCELLANEOUS.............................................................................................33
           -------------
   14.22   WAIVERS BY BORROWER.......................................................................................33
           -------------------
   14.23   NO ORAL AGREEMENTS........................................................................................33
   14.24   USE OF COUNSEL AND RECEIPT OF AGREEMENT...................................................................34
           ---------------------------------------
   14.25   FACSIMILES, ETC...........................................................................................34
           ---------------
   14.26   POWER OF ATTORNEY.........................................................................................34
           -----------------

15.      BINDING ARBITRATION.........................................................................................34

   15.1    ARBITRABLE CLAIMS.........................................................................................34
           -----------------
   15.2    ADMINISTRATIVE BODY.......................................................................................35
           -------------------
   15.3    DISCOVERY.................................................................................................35
           ---------


                                       iv


<PAGE>

                       Confidential Treatment Requested.


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



   15.4    EXEMPLARY OR PUNITIVE DAMAGES.............................................................................35
           -----------------------------
   15.5    CONFIDENTIALITY OF AWARDS.................................................................................35
           -------------------------
   15.6    PREJUDGMENT AND PROVISIONAL REMEDIES......................................................................35
           ------------------------------------
   15.7    ATTORNEYS' FEES...........................................................................................35
           ---------------
   15.8    LIMITATIONS...............................................................................................36
           -----------
   15.9    SURVIVAL AFTER TERMINATION................................................................................36
           --------------------------

16.      INVALIDITY/UNENFORCEABILITY OF BINDING ARBITRATION..........................................................36
         ---------------------------------------------------


17.      GOVERNING LAW...............................................................................................36
         -------------

</TABLE>

                                       v

<PAGE>

                       Confidential Treatment Requested.


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



                           LOAN AND SECURITY AGREEMENT

BETWEEN: Deutsche Financial Services Corporation, a Nevada corporation ("DFS")

AND: TRAVIS  BOATS & MOTORS,  INC. a Texas  corporation;  TBC  Arkansas,  Inc. a
     Arkansas  corporation;  Travis  Boating  Center  Arlington,  Inc.  a  Texas
     corporation;  Travis Boating  Center  Beaumont,  Inc. a Texas  corporation;
     Travis Boating Center Oklahoma,  Inc. a Texas  corporation;  Travis Boating
     Center Tennessee,  Inc. a Texas corporation;  Travis Snowden Marine, Inc. a
     Texas corporation;  Falcon Marine, Inc. a Texas corporation;  Falcon Marine
     Abilene,  Inc. a Texas corporation;  Travis Boating Center Alabama,  Inc. a
     Texas  corporation;  Travis  Boating  Center  Louisiana,  Inc. a  Louisiana
     corporation;   Travis  Boats  &  Motors  Baton  Rouge,   Inc.  a  Louisiana
     corporation;   and  Travis  Boating  Center   Mississippi,   Inc.  a  Texas
     corporation;   Travis  Boating  Center  Little  Rock,   Inc.,  an  Arkansas
     corporation;  Red River Marine  Arkansas,  Inc.,  an Arkansas  corporation;
     Shelby  Marine  Center,  Inc., a Tennessee  corporation;  and Shelby Marine
     Pickwick,  LLC, a Tennessee  limited liability  corporation  (individually,
     collectively, jointly and severally "Borrower").

EFFECTIVE DATE:         January 31, 2000

                                    RECITALS

      Borrower has requested that DFS provide  Borrower with a revolving  credit
facility and a credit facility for inventory acquisition purposes.

1.    DEFINITIONS

      Terms defined in this Agreement shall have initial capital letters.  Those
terms are defined below, in this Section 1, and elsewhere in this Agreement. All
financial and accounting terms used herein and not otherwise  defined,  shall be
defined in accordance with GAAP.

      "AAA" shall have the meaning set forth in Section 16.2.

      "Account  Debtor" shall mean any Person who is or who may become obligated
to  Borrower  under,  with  respect  to, or on  account of an  Account,  general
intangible or other Collateral.

      "Accounts"  shall have the meaning  given to that term in the UCC, and, to
the extent not included therein, shall also mean all accounts,  leases, contract
rights,  chattel paper, general  intangibles,  choses in action and instruments,
including any Lien or other security  interest that secures or may secure any of
the foregoing, plus all books, invoices, documents and other records in any form
evidencing or relating to any of the foregoing,  now owned or hereafter acquired
by Borrower, in each case arising only from Eligible Inventory.

      "Affiliates"  shall mean: (i) any individual who is an officer or director
of a Person;  and (ii) any  Person  who  directly  or  indirectly  controls,  is
controlled by, or is under common control or ownership with, another Person. For
the purposes of this definition,  the term "control" shall mean the ownership of
or the  ability to direct or control 10% or more of the  beneficial  interest in
the applicable entity.

      "Agreement"  shall  mean  this  Loan  and  Security  Agreement,   and  any
amendments hereto.

      "Average Daily Balance" shall have the meaning set forth in Section 2.5.5.


                                       1
<PAGE>

                       Confidential Treatment Requested.


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



      "Borrowing  Base" shall mean, as of any date of  determination,  an amount
equal to the sum of: (a) the Eligible Account -------------- Availability;  plus
(b) the Eligible Inventory  Availability;  plus (c) Eligible Parts Availability.
---- ----

      "Borrowing Base  Certificate"  shall have the meaning set forth in Section
2.3.1.

      "Business" shall mean the sale of marine inventory.

      "Business  Day" shall mean any day other than  Saturdays,  Sundays,  legal
holidays  designated  by Federal  law, and any other day on which DFS' office is
closed.

      "Collateral" shall mean all items described in Section 5.1.

      "Cost" shall mean the  original  invoice  price of Inventory or Parts,  as
applicable,  net  of all  discounts,  plus  (in  the  case  of  Inventory  only)
applicable freight.

      "Credit Facility" shall have the meaning set forth in Section 2.1.

      "Daily  Contract  Balance"  shall  have the  meaning  set forth in Section
2.5.3.

      "Daily Rate" shall have the meaning set forth in Section 2.5.5.

      "Debt" shall mean all of Borrower's  liabilities  and  indebtedness of any
kind and  nature  whatsoever  other than  Subordinated  Debt  whether  direct or
indirect,  absolute,  contingent (but only to the extent that GAAP would require
such  contingent  liability to be listed on the Borrower's  balance sheet rather
than  the  footnotes),  and  including  obligations  under  capitalized  leases,
guaranties  (but only to the extent that GAAP would require the liability  under
such  guaranty to be listed on the  Borrower's  balance sheet rather than in the
footnotes)  or with  respect  to which  Borrower  has  pledged  assets to secure
performance,  whether  or not  direct  recourse  liability  has been  assumed by
Borrower.

      "Default" shall have the meaning set forth in Section 12.

      "Default Interest Rate" shall have the meaning set forth in Section 2.8.

      "DFS Companies" shall have the meaning set forth in Section 16.1.

      "Disputes" shall have the meaning set forth in Section 16.1.

      "Effective Date" shall mean the date set forth in the heading on page 1 of
this Agreement.

      "Electronic Transfers" shall have the meaning set forth in Section 2.5.4.

      "Eligible  Accounts"  shall  mean all  Accounts  that  are not  Ineligible
Accounts.

      "Eligible  Account  Availability"  shall  have the  meaning  set  forth in
Section 2.3.1.

      "Eligible  Inventory" means  Borrower's:  (i) Eligible New Inventory,  and
(ii) Eligible Used Inventory as defined herein.

      "Eligible  Inventory  Availability"  shall mean the  aggregate of: (i) the
Eligible New Inventory Availability (as defined in Section 2.3.2), plus (ii) the
Eligible Used Inventory Availability (as defined in Section 2.3.3).


                                       2

<PAGE>

                       Confidential Treatment Requested.


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


      "Eligible New Inventory"  shall mean  Borrower's new and unused  Inventory
held for sale, but not rental or lease, that is owned by Borrower free and clear
of all Liens,  security interests and encumbrances of any third parties,  except
for the  Permitted  Liens,  that is not obsolete or  unmerchantable,  that is in
good,  new and  salable  condition  that  conforms  to the  representations  and
warranties  of  Section  7.22 of this  Agreement,  and which DFS  deems,  in its
reasonable discretion, to be acceptable for financing;  provided,  however, that
Inventory  will only be Eligible New  Inventory for so long as it has been owned
by Borrower seven hundred twenty (720) days or less.

      "Eligible Parts Inventory" shall mean all Parts owned by Borrower free and
clear of all Liens of any third parties,  except for the Permitted  Liens,  that
are  in  good,   new  and  salable   condition   and  that  do  conform  to  the
representations  and  warranties of Section 7.22 of this  Agreement and that are
not Ineligible Parts.

      "Eligible Parts  Availability" shall have the meaning set forth in Section
2.3.4.

      "Eligible Used Inventory"  shall mean shall mean Borrower's  Inventory not
purchased  directly from the manufacturer  thereof or previously sold at retail,
which is held for sale, but not rental or lease,  that is owned by Borrower free
and  clear of all  Liens,  security  interests  and  encumbrances  of any  third
parties, except for the Permitted Liens, that is not obsolete or unmerchantable,
that is in good and salable condition that conforms to the  representations  and
warranties  of  Section  7.22 of this  Agreement,  and which DFS  deems,  in its
reasonable discretion, to be acceptable for financing;  provided,  however, that
Inventory  will only be Eligible New  Inventory for so long as it has been owned
by Borrower three hundred sixty-five (365) days or less.

      "Equipment"  shall have the meaning as given to that term in the UCC, and,
to the extent not included  therein,  shall also mean all equipment,  machinery,
trade fixtures,  furnishings,  furniture,  supplies,  materials,  tools, machine
tools,  office  equipment,  appliances,  apparatus,  parts and all  attachments,
replacements,  substitutions,  accessions,  additions and improvements to any of
the foregoing.

      "Excess Advances" shall have the meaning given in Section 2.4.

      "FAA" shall have the meaning set forth in Section 16.5.

      "Floorplan  Inventory"  shall mean Inventory the  acquisition of which was
financed by DFS for Borrower  pursuant to Section 2.2 from Vendors  which have a
program with, and are in good standing with, DFS.

      "Floorplan  Inventory  Loan"  shall have the  meaning set forth in Section
2.2.

      "GAAP" shall mean generally accepted accounting  principles,  consistently
applied.

      "Guarantor" shall mean a guarantor of any of the Obligations.

      "Indemnified Liabilities" shall have the meaning set forth in Section 14.

      "Indemnitees" shall have the meaning set forth in Section 14.

      "Ineligible  Accounts"  shall mean: (a) Accounts  created from the sale of
goods and  services on  non-standard  terms  and/or that allow for payment to be
made more than thirty (30) days from date of sale; (b) Accounts unpaid more than
ninety (90) days from date of invoice; (c) all Accounts of any Account Debtor if
fifty  percent  (50%) or more of the  outstanding  balance of such  Accounts are
unpaid more than ninety (90) days from the date of  invoice;  (d)  Accounts  for
which the Account Debtor is an officer, director, shareholder,  partner, member,
owner, employee,  agent, parent,  Subsidiary, or Affiliate of, or is related to,
Borrower or has common shareholders,  officers,  directors,  owners, partners or
members with Borrower; (e) consignment sales; (f) Accounts for which the payment


                                       3

<PAGE>
                        Confidential Treatment Requested.


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

is or may be  conditional;  (g) Accounts  for which the Account  Debtor is not a
commercial or institutional  entity or is not a resident of the United States or
Canada;  (h)  Accounts  with  respect to which any  warranty  or  representation
provided in Section 7.19 is not true and correct;  (i) Accounts which  represent
goods used for  demonstration  purposes or loaned by Borrower to another  party;
(j) Accounts which are progress payment, barter, or contra accounts; and (k) any
and all other Accounts which DFS deems to be ineligible.

      "Ineligible  Parts"  shall means Parts:  (a) against  which any balance is
owed thereon to any manufacturer or supplier  thereof;  (b) that are included in
any work-in-process;  (c) which are obsolete; (d) not owned by Borrower free and
clear of all Liens of any third  parties,  except for the Permitted  Liens;  (e)
that are not in good, new and salable condition;  (f) that do not conform to the
representations  and warranties of Section 7.22 of this Agreement;  or (g) which
DFS deems to be ineligible.

      "Intangibles" shall have the meaning set forth in Section 9.2.

      "Inventory"  shall have the meaning given to that term in the UCC, and, to
the extent not included therein, shall also mean all of Borrower's  merchandise,
materials,  whole goods, finished goods,  work-in-process,  component materials,
packaging,  shipping materials,  parts and other tangible personal property, now
owned or  hereafter  acquired  and held  for  sale or  which  contribute  to the
finished products or the sale, promotion,  storage and shipment thereof, whether
located at facilities owned or leased by Borrower, or in the course of transport
to or from facilities owned or leased by Borrower.

      "LIBOR  Rate"  shall  mean for any  calendar  month the  London  Interbank
Offered Rate (LIBOR) per annum for deposits in U.S. Dollars for ninety (90) days
(a) as  published  in The Wall Street  Journal on the last  Business  Day of the
prior calendar month, or (b) if not published in The Wall Street Journal on such
last  Business  Day of the prior  month,  then the LIBOR Rate for such  calendar
month  shall be such  rate  that  appears  in The Dow  Jones  Telerate  Service,
Bloombergs or similar  service on the last  Business Day of the prior month,  or
(c) if not published in The Wall Street  Journal,  Dow Jones  Telerate  Service,
Bloombergs  or  similar  service  used by DFS,  then,  the  LIBOR  Rate for such
calendar month shall be computed pursuant to Section 2.13 hereof.

      "LIBOR  Rate  Equivalent"  shall  have the  meaning  set forth in  Section
2.13(a).

      "LIBOR Rate Loan" shall mean a Revolving  Credit Loan which  Borrower  has
requested to be made under the LIBOR Rate.

      "Lien"  shall  mean  any  security  interest,   mortgage,   pledge,  lien,
hypothecation,  judgment lien or similar  legal  process,  charge,  encumbrance,
title retention agreement or analogous instrument or device (including,  without
limitation, the interest of lessors under capitalized leases and the interest of
a vendor  under  any  conditional  sale or  other  title  retention  agreement),
reservations,  exceptions, encroachments,  easements, rights-of-way,  covenants,
conditions,  restrictions,  leases and other title  exceptions and  encumbrances
affecting any of Borrower's property.

      "Loan"  shall mean any  advance  made to or for the  benefit  of  Borrower
pursuant to this Agreement, including but not limited to any Floorplan Inventory
Loan and any Revolving Credit Loan.

      "Loan Documents" shall mean all documents executed by Borrower pursuant to
any financial  accommodation  between Borrower and DFS and all documents entered
into in connection  with the  transaction  herein  contemplated.  The term "Loan
Documents"  includes,  but is not  limited  to, this  Agreement,  all  financing
statements,  all  pledges,  mortgages,  deeds  of  trust,  leasehold  mortgages,
security agreements, guaranties, assignments,  subordination agreements, and any
future or  additional  documents  or writings  executed  under the terms of this
Agreement or any amendments or modifications hereto.


                                       4

<PAGE>

                        Confidential Treatment Requested.


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


      "Material  Adverse  Change"  shall mean as to Borrower,  any Guarantor and
with  respect  to  any  event  or  occurrence  whatsoever  (including,   without
limitation,   any  adverse   determination   in  any  litigation,   arbitration,
investigation  or  proceeding),  a  material  adverse  change  on the  business,
operations,  revenues,  financial  condition,  property or business prospects of
Borrower  or any  Guarantor,  or a  material  adverse  change on the  ability of
Borrower or any Guarantor to timely pay or perform any of Borrower's or any such
Guarantor's  Debt  taken  generally  as a  whole,  or in the  case  of  Borrower
specifically,  the  ability  of  Borrower  to pay or perform  any of  Borrower's
Obligations to DFS, or in the case of any Guarantor specifically, the ability of
any Guarantor to pay or perform any  Obligations  to DFS which are guarantied by
the Guarantor.

      "Monthly Reports" shall have the meaning given in Section 2.11.1.

      "Net  Book  Value"  shall  mean  Borrower's  Cost  of  Inventory,  net  of
accumulated depreciation (exclusive of discounts,  rebates,  credits,  incentive
payments and all other general intangibles relating thereto).

      "Obligations"  shall mean all  liabilities and Debt of any kind and nature
whatsoever now or hereafter arising, owing, due or payable from Borrower (and/or
any of its  Subsidiaries  and Affiliates) to DFS,  whether primary or secondary,
joint or several, direct, contingent,  fixed or otherwise, secured or unsecured,
or whether  arising under this  Agreement,  any other Loan Document or any other
agreement now or hereafter  executed by Borrower (or any of its  Subsidiaries or
Affiliates) and delivered to DFS. Obligations will include,  without limitation,
any  third  party  claims  against  Borrower  (or  any  of its  Subsidiaries  or
Affiliates)  satisfied  or acquired by DFS.  Obligations  will also  include all
obligations of Borrower to pay to DFS: (a) any and all sums reasonably  advanced
by DFS to preserve or protect the  Collateral or the value of the  Collateral or
to preserve,  protect, or perfect DFS' security interests in the Collateral; (b)
in the event of any  proceeding  to enforce the  collection  of the  Obligations
after a Default,  the reasonable  expenses of retaking,  holding,  preparing for
sale,  selling or otherwise  disposing of or  realizing  on the  Collateral,  or
expenses  of  any  exercise  by  DFS of its  rights,  together  with  reasonable
attorneys' fees, expenses of collection and court costs, as provided in the Loan
Documents;  and (c) any other  indebtedness  or  liability  of  Borrower to DFS,
whether direct or indirect, absolute or contingent, now or hereafter arising.

      "Other Reports" shall have the meaning set forth in Section 2.11.3.

      "Parts" shall mean all service and repair parts and accessories.

      "Permitted  Liens" shall mean:  (a) Liens for taxes,  assessments or other
governmental  charges or levies not yet delinquent or which are being  contested
in good faith by appropriate action and as to which adequate reserves shall have
been set aside in conformity with GAAP and which are, in addition,  satisfactory
to DFS in its  reasonable  discretion;  (b)  Liens  of  mechanics,  materialmen,
landlords, warehousemen, carriers and similar Liens arising in the future in the
ordinary course of business for sums not yet  delinquent,  or being contested in
good faith if a reserve or other  appropriate  provision in accordance with GAAP
shall have been made therefor and which are, in addition, satisfactory to DFS in
its reasonable  discretion;  (c) statutory Liens incurred in the ordinary course
of business in connection with workers'  compensation,  unemployment  insurance,
social  security,  and  similar  items  for  sums  not yet  delinquent  or being
contested  in good  faith,  if a  reserve  or  other  appropriate  provision  in
accordance  with GAAP shall have been made  therefor and which are, in addition,
satisfactory  to DFS in its  reasonable  discretion;  (d) lessor's Liens arising
from operating leases entered into in the ordinary course of business; (e) Liens
arising from legal proceedings,  so long as such proceedings are being contested
in good  faith  by  appropriate  proceedings,  appropriate  reserves  have  been
established  therefor  in  accordance  with GAAP and  which  are,  in  addition,
satisfactory  to DFS in its reasonable  discretion,  and so long as execution is
stayed  and  bonded  on  appeal  on  all  judgments   resulting  from  any  such
proceedings;  (f)  Liens,  acceptable  to DFS,  in favor of other of  Borrower's
secured parties,  to the extent DFS has received an  intercreditor/subordination
agreement in form and substance acceptable to DFS, in DFS' sole discretion, from
such other secured party; and (g) Liens in favor of DFS granted hereunder.


                                       5

<PAGE>

                        Confidential Treatment Requested.


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


      "Person" shall mean an  individual,  a  partnership,  a joint  venture,  a
corporation,   a  trust,  a  limited   liability   company,   an  unincorporated
organization, and a government or any department or agency thereof.

      "Prime Rate" shall mean a fluctuating interest rate per annum equal to the
highest of the prime,  base or reference  rates of interest  announced  publicly
from  time to time  (whether  or not  charged  in each  instance)  by The  Chase
Manhattan  Bank (or any  successor  thereof)  as such  bank's  prime,  base,  or
reference rate per annum.  For Floorplan  Inventory Loans, the Prime Rate on the
last  day of a month  shall  be the  Prime  Rate for the  following  month.  For
Revolving  Credit Loans,  such Prime Rate will change and take effect on the day
when such change is announced.  If The Chase  Manhattan  Bank  discontinues  the
practice of announcing or publishing a prime,  base or reference rate during the
term of this Agreement,  then DFS may, in its reasonable  judgment,  designate a
comparable bank and/or publicly  announced rate to be thereafter used as a basis
for determining Prime Rate. Borrower  acknowledges that The Chase Manhattan Bank
may extend credit at rates of interest less than its  announced  prime,  base or
reference rate.

      "Proceeds"  means  everything  received  upon  the  sale,  lease,  rental,
transfer to a third party or other disposition of Collateral.

      "Revolving Credit Loan" shall have the meaning set forth in Section 2.3.

      "Statement of Transaction"  shall mean a written disclosure sent by DFS to
Borrower  which  sets  forth,  for  each  item of  Floorplan  Inventory  and the
underlying  Floorplan  Inventory Loan with respect to such Floorplan  Inventory:
the  interest-free  period to Borrower,  if any; the annual  percentage  rate of
interest, if any; required reductions in principal,  if any; and other financing
terms, if any.

      "Subordinated Debt" shall have the meaning set forth in Section 9.2.

      "Subsidiaries"  shall mean any corporation  other than Borrower in which a
Person  owns or  controls  greater  than 50% of the  voting  securities,  or any
partnership or joint venture in which a Person owns or controls greater than 50%
of the aggregate equitable interest.  The term "Subsidiary" means any one of the
Subsidiaries.

      "Tangible Net Worth" shall have the meaning set forth in Section 9.2.

      "Total Credit Limit" shall have the meaning set forth in Section 2.1.

      "Total Revolving Credit Limit" shall have the meaning set forth in Section
2.3.

      "UCC"  shall mean the Uniform  Commercial  Code as in effect in the states
where the Collateral is located and the state where  Borrower's  chief executive
office is located,  and any successor  statutes,  together with any  regulations
thereunder,  in each case as in effect from time to time. References to sections
of the UCC shall be construed to also refer to any successor sections.

      "Unmatured  Default" shall mean: (a) any Default under Subsections 11.1.1,
11.1.4, 11.1.9, 11.1.10,  11.1.11, 11.1.12, 11.1.14, 11.1.15 or 11.1.16, and (b)
the  existence  of any  Excess  Advance  which,  but for the  passage of time or
notice, or both, under Subsection 2.4 hereof would be a Default.

      "Value" shall mean, (a) with respect to Eligible New Inventory, Borrower's
original Cost (including  inbound  freight costs),  (b) with respect to Eligible
Used Inventory, the NADA Wholesale Value from time to time; and (c) with respect
to Eligible Parts, the Borrower's Cost (excluding freight).



                                       6

<PAGE>

                        Confidential Treatment Requested.


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


      "Vendor"  shall  mean  each  of  Brunswick   Corporation  and  its  marine
Subsidiaries, GenMar's Larson Cruisers division, Outboard Marine Corporation and
its marine Subsidiaries, and such other marine manufacturers and distributors as
DFS may approve in its reasonable discretion.

2.    CREDIT FACILITY

      2.1 Total Credit  Facility.  In  consideration  of Borrower's  payment and
performance of its Obligations and subject to the terms and conditions contained
in this  Agreement,  DFS agrees to provide,  and Borrower  agrees to accept,  an
aggregate credit facility (the "Credit Facility") of up to Sixty Million Dollars
($60,000,000) (the "Total Credit Limit"). The Credit Facility shall be available
in the form of Floorplan  Inventory  Loans and Revolving  Credit Loans. No Loans
need be made by DFS if Borrower is in Default or if there  exists any  Unmatured
Default.  This is an agreement  regarding the  extension of credit,  and not the
provision of goods or services.

      2.2     Floorplan Loans.

              2.2.1 Inventory Floorplan Loan Limit. Subject to the terms of this
      Agreement,  DFS may provide Loans to Borrower for Floorplan  Inventory and
      financing  approvals for  Floorplan  Inventory in transit from the Vendors
      (each  advance  being a  "Floorplan  Inventory  Loan") up to an  aggregate
      unpaid principal  amount at any time not to exceed the difference  between
      (i) the Total Credit Limit less (ii)  outstanding  Revolving  Credit Loans
      ("Floorplan  Inventory  Loan Limit").  DFS may,  however,  at any time and
      without  notice  to  Borrower,  elect  not to  finance  under a  Floorplan
      Inventory Loan any Inventory sold by particular Vendors who are in default
      of their  obligations to DFS. DFS may at any time suspend or terminate the
      relationship or approval of any Vendor. DFS will use reasonable efforts to
      attempt to give Borrower prior notice of such  suspension or  termination.
      In the event that DFS suspends or terminates the  relationship or approval
      of any Vendor or,  through no fault of  Borrower,  any Vendor  suspends or
      terminates  the  relationship  or approval of DFS to provide  manufacturer
      subsidized financing,  and such suspension or termination by either DFS or
      any Vendor would have the effect of reducing the advance rate or requiring
      Borrower to pay  interest  sooner on any  Collateral  under any  Floorplan
      Inventory  Loan(s),  then Borrower may inquire whether any other financing
      source may finance the  affected  Inventory  at a higher  advance  rate or
      longer manufacturer  subsidized period, and DFS may in its discretion (but
      shall not be required to) allow  Borrower to finance such  Inventory  with
      such other  financing  source without  Borrower  paying DFS any penalty or
      early  termination  fee provided that  Borrower has  exhausted  reasonable
      efforts  to   re-establish   the   previously   suspended  or   terminated
      relationship between DFS and such Vendor.

              2.2.2  Payment  Terms  for  Floorplan  Inventory.   Borrower  will
      immediately  pay DFS the principal  indebtedness  owed DFS on each item of
      Floorplan  Inventory financed by DFS on the earliest  occurrence of any of
      the following events: (a) when such Floorplan Inventory is lost, stolen or
      damaged to the extent  that such loss,  theft or damage is not  adequately
      insured  under an insurance  policy which names DFS as loss payee;  or (b)
      when  such  Floorplan  Inventory  is sold,  transferred  to a third  party
      (including  a  Subsidiary  which is not a Borrower  hereunder),  otherwise
      disposed  of;  or (c)  at the  end of the  term  for  which  DFS  provides
      financing for such Floorplan  Inventory.  If Borrower from time to time is
      required  to make  immediate  payment  to DFS of any past  due  obligation
      discovered  during any Floorplan  Inventory  review, or at any other time,
      Borrower  agrees  that  acceptance  of such  payment  by DFS  shall not be
      construed  to have waived or amended the terms of its  financing  program.
      Any third party discount,  rebate, bonus or credit granted to Borrower for
      any Floorplan  Inventory  will not reduce the debt Borrower owes DFS until
      DFS has received payment therefor in cash. Borrower will: (1) pay DFS even
      if any  Floorplan  Inventory  is  defective  or  fails to  conform  to any
      warranties  extended by any third  party;  (2) not assert  against DFS any
      claim or defense  Borrower has against any third party;  and (3) indemnify
      and hold DFS  harmless  against  all claims and  defenses  asserted by any
      buyer or renter of the Floorplan  Inventory  relating to the condition of,
      or any representations regarding, any of the Floorplan Inventory.


                                       7

<PAGE>

                        Confidential Treatment Requested.


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



      2.3 Revolving Credit Facility. Subject to the terms of this Agreement, DFS
agrees, for so long as no Default exists, to provide to Borrower working capital
financing (each advance being a "Revolving  Credit Loan") on Eligible  Accounts,
Eligible New  Inventory,  Eligible  Used  Inventory  and  Eligible  Parts in the
maximum  aggregate  unpaid principal amount at any time not to exceed the lesser
of (a) the difference  between (i) the Total Credit Limit, less (ii) outstanding
Floorplan  Loans,  and (b)  the  lesser  of (i)  the  Borrowing  Base  and  (ii)
Thirty-six  Million Dollars  ($36,000,000)  ("Total Revolving Credit Limit").  A
request  for a  Revolving  Credit  Loan shall be made,  or shall be deemed to be
made, as provided in Section 4.1 hereof.

              2.3.1  Eligible  Accounts.  On  receipt  of  each  Borrowing  Base
      Certificate  initially  in  the  form  set  forth  on  Exhibit  2.3,  and,
      thereafter,  in such form as DFS may reasonably require from time to time,
      together with such  supporting  information as DFS may reasonably  require
      from time to time (the  "Borrowing  Base  Certificate"),  DFS will  credit
      Borrower  with  the  lesser  of  (a) * of  the  net amount of the Eligible
      Accounts which are listed in such Borrowing Base Certificate and  (b) *
      ("Eligible Account Availability").  For purposes hereof, the net amount of
      Eligible Accounts at any time  shall be the  face amount of such  Eligible
      Accounts less any and all returns,  discounts  (which may, at DFS' option,
      be calculated on shortest terms), credits, rebates, allowances,  or excise
      taxes of any nature at any time issued, owing, claimed by Account Debtors,
      granted, outstanding, or payable in  connection with such Accounts at such
      time.

              2.3.2  Eligible New  Inventory.  On receipt of each Borrowing Base
      Certificate,  DFS will  credit  Borrower  with a  percent  of the Value of
      Borrower's   Eligible  New  Inventory   listed  in  such   Borrowing  Base
      certificate  (collectively  the "Eligible New Inventory  Availability") as
      follows:

  ----------------------------------- -----------------------------------------
     Number of Days Owned                           Percent of Value

  ----------------------------------- -----------------------------------------
  ----------------------------------- -----------------------------------------
           *                                             *
  ----------------------------------- -----------------------------------------
  ----------------------------------- -----------------------------------------
           *                                             *
  ----------------------------------- -----------------------------------------
  ----------------------------------- -----------------------------------------
           *                                             *
  ----------------------------------- -----------------------------------------

              2.3.3 Eligible Used  Inventory.  On receipt of each Borrowing Base
      Certificate,  DFS will  credit  Borrower with the  lesser of (a)  * of the
      Value of Borrower's Eligible Used Inventory listed in  such Borrowing Base
      Certificate, and (b) * ("Eligible Used Inventory Availability").

              2.3.4   Eligible   Parts.   On  receipt  of  each  Borrowing  Base
      Certificate, DFS will  credit Borrower with  the  lesser  of  (a) * of the
      Value of Eligible Parts, and (b) * (such lesser amount  being  called  the
      "Eligible  Parts Availability").

              2.3.5 Payment Terms for Eligible Inventory.  Borrower will pay DFS
      the principal Debt on Eligible Inventory and Eligible Parts as provided in
      Section 2.4, Mandatory  Prepayment,  and Section 3.1.1, Early Termination.
      Borrower  will also (1) make  such  payments  on  Eligible  Inventory  and
      Eligible  Parts even if any  Inventory  or Parts are  defective or fail to
      conform to any  warranties  extended  by any third  party;  (2) not assert
      against DFS any claim or defense Borrower has against any third party; and
      (3)  indemnify  and hold DFS  harmless  against  all claims  and  defenses
      asserted by any buyer or renter of the Inventory or Parts  relating to the
      condition of, or any  representations  regarding,  any of the Inventory or
      Parts.

      2.4 Mandatory Prepayment.  If at any time and for any reason the aggregate
amount of  outstanding  Revolving  Credit Loans  exceeds the  Borrowing  Base or
aggregate  outstanding Loans exceed the Total Credit Limit ("Excess  Advances"),

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


                                       8

<PAGE>

                        Confidential Treatment Requested.


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


Borrower will,  within five (5) days after demand,  repay an amount of the Loans
made to it by DFS hereunder equal to such excess.  In addition,  Borrower shall,
within five (5) days after demand by DFS, pay DFS whatever sums may be necessary
from time to time to remain in compliance with the Total Credit Limit, the Total
Revolving  Credit Limit and the Floorplan  Inventory Loan Limit,  as such limits
may change from time to time, including,  without limitation, as a result of any
Collateral  no longer being deemed an Eligible  Account,  Eligible  Inventory or
Eligible  Parts,  or as a result  of any  change  in the  Value of any  Eligible
Inventory, or in the amount of any Eligible Account.

      2.5     Interest; Calculation of Charges; Fees.

              2.5.1  Interest - Floorplan  Inventory  Loans.  Borrower  will pay
      interest to DFS on the Daily Floorplan  Balance (as defined below) monthly
      in arrears as and if provided for in any Statement of Transaction to which
      Borrower does not object in writing to DFS within  fifteen (15) days after
      a Statement of  Transaction  is mailed to Borrower.  If Borrower  does not
      object  to a  Statement  of  Transaction:  (a) the  amount  shown  on such
      Statement of Transaction will, absent manifest error by DFS, be an account
      stated;  (b)  Borrower  will have  agreed to all rates,  charges and other
      terms shown on such  Statement  of  Transaction;  (c)  Borrower  will have
      agreed that the Lenders are financing the items of Inventory referenced in
      such  Statement  of  Transaction  at  Borrower's  request;  and  (d)  such
      Statement of Transaction will be incorporated herein by reference, will be
      made a part hereof as if originally set forth herein,  and will constitute
      an addendum  hereto.  If Borrower  objects to a Statement of  Transaction,
      Administrative  Agent of the Required Lenders may either require immediate
      payment the Floorplan  Inventory  Loan  represented  by such  Statement of
      Transaction to which Borrower has objected, or charge Borrower interest on
      such Floorplan  Inventory Loan at the rates set forth below for, and as if
      such Floorplan Inventory Loan was, a Loan and Revolving Credit Loan.

              2.5.2  Interest  -  Revolving  Credit  Loans.  Borrower  will  pay
      interest to DFS on the Daily  Contract  Balance (as defined below) monthly
      in arrears  beginning on the  Effective  Date until all  Revolving  Credit
      Loans are paid in full in good funds.  Subject to Section 4.1.2,  Borrower
      may designate all Revolving  Credit Loans for a particular  calendar month
      to be either (a) Prime Rate  Loans,  or (b) LIBOR  Rate  Loans;  provided,
      however,  that Borrower must designate on or before the first Business Day
      of each calendar month whether Revolving Credit Loans during such calendar
      month will be Prime Rate  Loans or LIBOR  Rate  Loans.  Subject to Section
      2.13 of this  Agreement,  interest on the Revolving  Credit Loans shall be
      calculated on the Average  Daily Balance of  Revolving  Credit  Loans at *
      per annum.

              2.5.3  Calculation  of Charges.  Such rates will:  (i) be computed
      based on a 360 day year;  (ii) be  calculated  with respect to each day by
      multiplying  the Daily  Rate (as  defined  below)  by the  Daily  Contract
      Balance;  and (iii)  accrue  from the date DFS  initiates  any  Electronic
      Transfer (as defined in Section 2.5.4 below) or otherwise  advances a Loan
      to or for the benefit of Borrower,  until DFS receives full payment of the
      principal debt Borrower owes DFS in good funds.

              2.5.4 Method of Transfer.  Revolving  Credit Loans will be made by
      DFS if a request  from  Borrower is received  before  12:00 noon St. Louis
      time by same day Fed Funds Wire  Transfer  ("Fed  Wire"),  or if a request
      from  Borrower is received  after such time, by Automated  Clearing  House
      ("ACH")  (ACH and Fed Wire are  collectively  referred  to as  "Electronic
      Transfers").

              2.5.5  Definitions.  The  "Daily  Rate"  is  the  quotient  of the
      applicable  annual rate provided  herein for Revolving  Credit Loans or in
      any Statement of Transaction  (for Floorplan  Inventory  Loans) divided by
      360. The "Daily Contract  Balance" is the amount of outstanding  principal
      debt which Borrower owes DFS on the Revolving  Credit Loans,  or Floorplan
      Inventory  Loans,  at the end of each day  (including  the  amount  of all
      Electronic  Transfers)  after  DFS  has  credited  payments  which  it has
      received on the Revolving Credit Loans, or the Floorplan  Inventory Loans.
      The  "Average  Daily  Balance"  is the  quotient  of:  (a)  the sum of the

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


                                       9

<PAGE>

                        Confidential Treatment Requested.


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


      outstanding  principal  debt owed DFS on each day of a billing  period for
      Revolving Credit Loans, or the Floorplan  Inventory Loans,  divided by (b)
      the actual number of days in such billing period.

              2.5.6  Fees.

                     2.5.6.1 Non-Use of Credit Facility Fee.  Borrower agrees to
              pay DFS a non-use of credit facility fee of *  per  annum  on  the
              daily average of the unused  amount of the Revolving  Credit Limit
              during the term of this Agreement and any renewal term.  Such non-
              use fee shall be payable  quarterly  in arrears  and due  pursuant
              to the monthly  billing  statement.  Such  unused  amount  of  the
              Revolving Total Credit Limit shall mean the difference between the
              Revolving Credit Limit available  to  Borrower  from  time to time
              and the Average Daily Balance of Revolving  Credit Loans  computed
              at the beginning and end of each month.

                     2.5.6.2 Administration Fees. (a) Borrower agrees to pay DFS
              an  administration  and review fee of *  per month, in  connection
              with DFS' administration of this facility and the periodic review,
              inspections and  examinations  made by DFS  of the  Inventory  and
              Parts. (b) Borrower agrees to pay DFS an review fee of *  per day,
              per person plus out of pocket expenses for each review, inspection
              and examination of Borrower's Accounts and  Borrower's  books  and
              records relating to any or all of the Collateral (even if Borrower
              has not  borrowed against  a particular  category of  Collateral).
              Such fees shall be payable quarterly in arrears and  due  pursuant
              to the applicable monthly billing statement.  Borrower agrees that
              such fees are not interest but rather reimburses DFS for  its out-
              of-pocket and allocated overhead expenses incurred  in  conducting
              such audits, reviews and examinations.

      2.6 Billing Statement.  DFS will send Borrower a monthly billing statement
identifying  all  charges  due on  Borrower's  account  with  DFS.  The  charges
specified  on each  billing  statement  will  be:  (a) due  and  payable  by the
twentieth  (20th) day of the month  following the month for which the charges on
such Billing  Statement apply;  provided,  however,  that if such payment is not
timely  received,  DFS may make a Revolving  Credit  Loan to Borrower  without a
request by Borrower to pay the unpaid amount of such Billing Statement;  and (b)
an account stated,  absent manifest error. DFS may adjust the billing  statement
at any time to conform to applicable law and this Agreement.

      2.7 Loan  Proceeds.  The  parties  intend that all  indebtedness  incurred
hereunder  shall be governed  exclusively by the terms of this Agreement and the
other Loan Documents,  and shall not,  unless  requested by DFS, be evidenced by
notes or other evidences of indebtedness.  Upon any such request,  Borrower will
immediately  execute  and  deliver  any such note or other  evidence  reasonably
requested by DFS which is consistent with the terms of this Agreement. Any fees,
charges  or  expenses  charged  to DFS by any bank for  payments  made by DFS at
Borrower's  request shall be immediately  payable by Borrower.  All advances and
other   obligations  of  Borrower  made  hereunder  will   constitute  a  single
obligation.

      2.8 Default Interest Rate. If a Default occurs under  Subsections  11.1.1,
11.1.2 and/or 11.1.3,  which is not cured within the  applicable  curing period,
DFS may then without  prior demand,  raise the rate of interest  accruing on the
disbursed unpaid principal  balance of any Loan by three percentage  points (3%)
above the rate of interest  otherwise  applicable (the "Default Interest Rate"),
whether  or not DFS elects to  accelerate  the unpaid  principal  balances  as a
result of a  Default.  DFS will use  reasonable  efforts  to  attempt  to notify
Borrower before imposing the Default Interest Rate Additionally, all Obligations
of Borrower  described in clauses (a) and (b) of the  definition  thereof  shall
bear interest at the Default Interest Rate.


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


                                       10

<PAGE>

                        Confidential Treatment Requested.


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


      2.9 Interest Rate After Certain  Events.  If a judgment is entered against
Borrower for sums due under any of the Obligations, as applicable, the amount of
the  judgment  entered  (which  may  include  principal,   interest,  reasonable
attorneys' fees and costs) shall bear interest at the judgment rate as permitted
under applicable law as of the date of entry of the judgment.

      2.10  Verification  Rights of DFS. DFS may, without notice to Borrower and
at any time or times hereafter  verify the validity,  amount or any other matter
relating  to any  Account  by mail,  telephone  or other  means,  in the name of
Borrower or DFS.

      2.11    Reports.

              2.11.1 Biweekly Reports. Borrower agrees to provide to DFS by Noon
      Eastern  Time on Monday of every  other week  (commencing  with the second
      Monday after the Effective  Date) a Borrowing  Base  certificate as of the
      end of business on the previous Friday and Borrowing Base Certificate.

              2.11.2 Monthly  Reports.  Borrower agrees to provide to DFS by the
      fifteenth  (15th) day of each month,  or more  frequently  if requested by
      DFS, in each case as of the last day of the immediately  prior month, each
      of the following: (a) Borrowing Base Certificate; (b) listing of each unit
      of New  Inventory and Used  Inventory,  together with the date of purchase
      and Cost thereof;  (c) listing of all Parts; and (d) aging of all accounts
      receivable (the "Monthly Reports").

              2.11.3 Updated Borrowing Base Certificates.  Borrower will provide
       DFS with updated  Borrowing Base Certificates as required pursuant
       to Section 4.1 hereof.

              2.11.4 Covenant Compliance Certificates.  Borrower will provide to
       DFS Covenant Compliance  Certificates as required pursuant to Section 9.3
       hereof.

              2.11.5  Other  Reports.  Borrower  agrees to provide DFS any other
      report or information reasonably requested by DFS within five (5) Business
      Days after each request therefor by DFS (the "Other Reports").

              2.11.6 Accuracy of Reports. The Biweekly Reports, Monthly Reports,
      Borrowing Base Certificates and the Other Reports will be true and correct
      in all respects.  Borrower  acknowledges DFS' reliance on the truthfulness
      and accuracy of each Monthly  Report,  Borrowing Base  Certificate and the
      Other Reports.

      2.12  Establishment  of  Reserves.   (a)   Notwithstanding  the  foregoing
provisions  of  Section  2.3,  DFS shall  have the right to  establish  reserves
against the value of any or all Collateral in such amounts,  and with respect to
such matters, as DFS shall deem necessary or appropriate,  against the amount of
Revolving  Credit Loans which Borrower may otherwise  request under Section 2.3,
including,  without limitation, with respect to (i) price adjustments,  damages,
unearned  discounts,  returned  products  or  other  matters  for  which  credit
memoranda  are  issued in the  ordinary  course  of  Borrower's  business;  (ii)
shrinkage,  spoilage and obsolescence of Inventory; (iii) slow moving Inventory;
(iv) other sums chargeable  against Borrower as Revolving Credit Loans under any
section of this  Agreement;  and (v) such other matters,  events,  conditions or
contingencies  as  to  which  DFS,  in  its  sole,  reasonable  credit  judgment
determines reserves should be established from time to time hereunder.

      (b) In the  event  that  DFS  establishes  any  reserves  pursuant  to the
      foregoing  paragraph  which would have the effect of reducing  the advance
      rate on any  Collateral  from those set forth in Section 2.3, as it may be
      amended from time to time by agreement of Borrower and DFS,  then Borrower
      may inquire  whether any other  financing  source may finance the affected
      Collateral at a higher advance rate,  and DFS may in its  discretion  (but
      shall not be required to) allow Borrower to finance such  Collateral  with
      such other financing source without Borrower paying DFS any penalty or any
      early termination fee.



                                       11

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                        Confidential Treatment Requested.


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


      2.13    Unavailability of LIBOR Rate; Capital Adequacy.

              (a)  LIBOR  Rate  Unascertainable.  If DFS shall  have  determined
(which determination shall be conclusive and binding on the parties hereto) that
adequate and reasonable  means do not exist for  ascertaining the LIBOR Rate for
more than five (5) consecutive  Business Days in a calendar month,  then for the
remainder  of  such   calendar   month,   or  until  the  LIBOR  Rate  is  again
ascertainable,  whichever  occurs first, the LIBOR Rate shall be replaced with a
rate of  interest  that is  equal  to (i) the  Prime  Rate  per  annum  minus an
increment  which sum is  equivalent to the last LIBOR Rate  determinable  by DFS
("LIBOR  Rate  Equivalent"),  plus (ii) the LIBOR  Rate  increment  set forth in
Subsection  2.5.2  of  this  Agreement.  If DFS  shall  have  determined  (which
determination  shall be  conclusive  and  binding on the  parties  hereto)  that
adequate and reasonable  means do not exist for  ascertaining the LIBOR Rate for
less than five (5) consecutive Business Days in a calendar month, then the LIBOR
Rate  for  such  days  shall  be the  average  of the  LIBOR  Rates  for the day
immediately  preceding  and the day  immediately  following  the period when the
LIBOR Rate was unascertainable.

              (b)   Certificate   from  DFS.  A  certificate   of  DFS  claiming
entitlement to payment as set forth in this Section

       2.13  shall  be  conclusive  in  the  absence  of  manifest  error.  Such
certificate  shall set forth the nature of the  occurrence  giving  rise to such
payment,  the additional  amount or amounts to be paid to DFS, and the method by
which such amounts were determined.  In determining such amount, DFS may use any
reasonable averaging and attribution methods.

      2.14 Collections.  Borrower will, as long as any Loans remain outstanding,
notify all  obligors to remit all  collections  on Accounts to a bank account or
bank accounts designated by DFS ("Lockbox"). All funds in such bank accounts may
be used by  Borrower  until an  Unmatured  Default  occurs or any other  Default
occurs and is not cured within the applicable curing period.  After an Unmatured
Default  occurs  or  any  other  Default  occurs  and is not  cured  within  the
applicable  curing  period,  at the  discretion  of DFS all  funds in such  bank
accounts may immediately  become the property of DFS.  Borrower shall obtain the
agreement  of such  banks  to waive  any  offset  rights  against  the  funds so
deposited.  Until  delivery  to such bank  account(s),  Borrower  will keep such
remittances  separate  and  apart  from  Borrower's  own  funds so that they are
capable of  identification.  Upon the occurrence of an Unmatured  Default or the
occurrence of any other Default which is not cured within the applicable  curing
period, all such funds not immediately  deposited into such bank account(s) will
also be held in trust for DFS.  Upon the  occurrence  of an Umatured  Default or
following  any other  Default  which is not cured within the  applicable  curing
period,  unless and until DFS'  notifies  Borrower,  such  bank(s)  and  Account
Debtors to the  contrary,  DFS may:  (i)  notify  such  bank(s) to only  process
withdrawals,  checks,  drafts and other  transfers  requested  by DFS,  and (ii)
notify any Account  Debtor of the  assignment  of Accounts and collect the same.
All proceeds received or collected by DFS with respect to Accounts, and reserves
and  other  property  of  Borrower  in  possession  of DFS at any  time or times
hereafter, may be held by DFS without interest to Borrower until all Obligations
are  paid in full or  applied  by DFS on  account  of the  Obligations.  DFS may
release to Borrower  such  portions  of such  reserves  and  proceeds as DFS may
determine.

      2.15 Advancements. If Borrower fails to (a) perform any of the affirmative
covenants  contained  herein,  (b) protect or  preserve  the  Collateral  or (c)
protect or preserve the status and  priority of the Liens and security  interest
of DFS in the  Collateral,  DFS may make advances to perform those  obligations.
DFS will use  reasonable  efforts to give  Borrower  notice prior to making such
advancement.  All sums so advanced  will be due and payable upon demand and will
immediately upon advancement become secured by the security interests created by
this Agreement and will be subject to the terms and provisions of this Agreement
and all of the  Loan  Documents.  DFS may add all  sums so  advanced,  plus  any
reasonable  expenses or costs incurred by DFS, including  reasonable  attorney's
fees,  as  outstanding  Loans as DFS may designate in its sole  discretion.  The
provisions of this Section will not be construed to prevent the  institution  of
rights and remedies of DFS upon the  occurrence of a Default.  Any provisions in
this Agreement to the contrary notwithstanding,  the authorizations contained in


                                       12

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                        Confidential Treatment Requested.


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


this Section will impose no duty or  obligation  on DFS to perform any action or
make any  advancement  on behalf of  Borrower  and are for the sole  benefit and
protection of DFS.

      2.16 Continuing Requirements - Accounts. Borrower will not permit or agree
to any extension in excess of sixty (60) days,  compromise or settle or make any
change to any  Account  except in the  ordinary  course  of  business.  Upon the
occurrence  of an Umatured  Default or following  any other Default which is not
cured within the applicable  curing  period,  Borrower will: (a) if from time to
time required by DFS,  immediately upon their creation,  deliver to DFS reprints
of all invoices,  delivery  evidences and other such documents  relating to each
Account;  (b) affix appropriate  endorsements or assignments upon all such items
of payment and  proceeds so that the same may be  properly  deposited  by DFS to
DFS' account; (c) immediately notify DFS in writing which Accounts may be deemed
Ineligible Accounts; and (d) mark all chattel paper and instruments now owned or
hereafter  acquired  by it to show that the same are  subject  to DFS'  security
interest and immediately  thereafter  deliver such chattel paper and instruments
to DFS with appropriate endorsements and assignments to DFS.

        2.17 Performance Reserve.  During each calendar month during the term of
this  Agreement,  DFS  agrees to set aside an amount  equal to * of the  average
daily balance  during the prior calendar month (using the beginning of the month
balance and end of the month  balance and dividing by 2) *. DFS will,  under the
conditions set forth below, apply the Reserve Amount accumulated  monthly during
a calendar  year  against  Borrower's  amounts  owed to DFS for  interest  which
accrues  after March 31 of the  calendar  year  following  the year in which the
Performance Reserve accumulated;  provided that at the time any such Performance
Reserve is so applied,  Borrower is then still  financing all Inventory  through
DFS or other lenders approved by DFS in its sole discretion.

               2.17.1  Conditions  Precedent.  In  order  for DFS to  apply  the
        Performance  Reserve against Borrower's  interest  obligations to DFS as
        provided in Section  2.17,  Borrower:  (a) must be in good standing with
        DFS,  and  not  in  default,  as of  the  date  that  each  part  of the
        Performance Reserve is otherwise to be applied, and (b) must finance all
        of its  inventory  through DFS or other  lenders  approved by DFS in its
        sole  discretion  during the calendar year during which the  Performance
        Reserve  is  accumulated  and  through  the date  that  each part of the
        Performance Reserve is otherwise to be applied.

               2.17.2  Use  of  the  Performance   Reserve.  DFS  may  use  such
        Performance Amount as security for Borrower's indebtedness to DFS unless
        and  until DFS is  required  to apply the  Performance  Reserve  against
        Borrower's interest obligations to DFS, and Borrower further agrees with
        DFS as  follows:  (a) DFS will  hold  and  account  for the  Performance
        Reserve  in a  separate  reserve  account  maintained  in the  books and
        records of DFS (the "Reserve Account"), although nothing herein shall be
        construed to require that DFS actually open and maintain an  independent
        account with any third-party  financial  institution in respect thereof.
        (b) Upon the  occurrence of any Default under Sections  11.1.1,  11.1.2,
        11.1.3,  11.1.4,  11.1.10 or 11.1.12 hereof, DFS may immediately recoup,
        setoff and apply against  Borrower's  indebtedness  to DFS hereunder any
        and all  amounts  so held in the  Reserve  Account.  DFS  agrees to send
        written  notice  thereof  to  Borrower  upon  such  application  by DFS.
        Borrower  acknowledges,  however,  that the existence and maintenance of
        the Reserve Account does not relieve  Borrower of any obligations to DFS
        hereunder.  (c) As security for all Borrower's  obligations to DFS under
        this Agreement,  Borrower pledges and grants to DFS a security  interest
        in all amounts  held from time to time in the Reserve  Account,  whether
        held or  classified in whole or in part as accounts,  deposit  accounts,
        money,   contract  rights,   instruments,   general  intangibles  and/or
        otherwise.  (d) If Borrower  has failed to finance all of its  Inventory
        with DFS during a calendar  year (except as approved by DFS in writing),
        or is not financing all of its Inventory with DFS (except as approved by
        DFS in writing) as of the date that any part of the Performance  Reserve
        would  otherwise  be  applicable,  DFS may  take and  apply  any and all
        amounts held in the Reserve Account as DFS may desire. DFS shall have no
        obligation to apply any such amount to any indebtedness owed by Borrower
        to DFS.

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


                                       13

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                        Confidential Treatment Requested.


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


3.    TERM OF AGREEMENT

      3.1 Termination. This Agreement will continue in full force and effect and
be  non-cancelable  for three (3) years from the Effective  Date (except that it
may be terminated by DFS in the exercise of its rights and remedies upon Default
by Borrower) and shall be subject to one-year renewal periods thereafter if both
DFS and Borrower agree to renew this Agreement.

              3.1.1 Early Termination.  Notwithstanding anything in this Section
      3 to the contrary Borrower may terminate this Agreement prior to such date
      if  Borrower:  (a) gives DFS at least 90 days  written  notice to DFS; (b)
      pays to DFS all Obligations; and (c) pays to DFS an amount equal to:

<TABLE>
<CAPTION>
              <S>                                                                <C>

              Date of
              Termination                                                        Amount
              -----------                                                        ------

              On or prior to the first                                           *
              anniversary of the
              Effective Date

              After the first anniversary                                        *
              of the Effective Date through
              the second anniversary of the
              Effective Date

              After the second anniversary                                       *
              of the Effective Date through the
              third anniversary of the Effective date
</TABLE>

      No such early  termination  fee will be payable if: (1) this  Agreement is
      terminated  at the request of the Borrower at any time within  ninety (90)
      days prior to the third  anniversary  of the Effective  Date or (2) due to
      any Default other than a financial  covenant  default under Section 11.1.8
      hereof. However, such fee will be payable by Borrower if this Agreement is
      terminated on account of Borrower taking any action(s), or failing to take
      any action(s),  which Borrower knew or reasonably should have known at the
      time that such action(s) or inaction would directly or indirectly cause or
      result in a Default  pursuant to Section 11.1.8 hereof,  unless DFS agrees
      to waive such fee. Termination on any date other than the anniversary date
      will not entitle Borrower to a refund of any fee. DFS shall be entitled to
      payment of all fees upon Default by Borrower which would have been payable
      during the original term of this Agreement,  or any extension thereof, but
      for such early termination (provided, however, that if DFS is paid in full
      audit and appraisal  fees will be waived for audits and appraisal not then
      begun).  These accelerated fees represent liquidated damages and are not a
      penalty. Any such written notice of termination  delivered by Borrower and
      to DFS shall be irrevocable. Notwithstanding anything in Sections 2.2.1 or
      2.12  to the  contrary,  it is  understood  that  Borrower  may  elect  to
      terminate  this  Agreement  in its  entirety  only,  no section or lending
      facility may be terminated singly.

      3.2  Effect  of  Termination.  Borrower  will  not be  relieved  from  any
Obligations to DFS arising out of DFS' advances or  commitments  made before the
effective termination date of this Agreement. DFS will retain all of its rights,


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

                                       14
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                        Confidential Treatment Requested.


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


interests  and remedies  hereunder  until  Borrower  has paid all of  Borrower's
Obligations to DFS. All waivers set forth within this Agreement will survive any
termination of this Agreement.

4.    BORROWING AND REPAYMENT PROCEDURES

      4.1.    Borrowing Procedures.

       4.1.1 Generally.  A request for a Revolving Credit Loan shall be made, or
shall be deemed to be made, in the following  manner:  (a) Borrower may give DFS
written  notice of its  intention  to borrow,  in which  notice  Borrower  shall
specify the amount of the proposed  borrowing and the proposed  borrowing  date;
(b) the becoming due of any amount  required to be paid under this  Agreement as
interest shall be deemed irrevocably to be a request for a Revolving Credit Loan
on the  due  date in the  amount  required  to pay  such  interest;  and (c) the
becoming  due of any  other  Obligations  shall be  deemed  irrevocably  to be a
request for a  Revolving  Credit Loan on the due date in the amount then so due.
For  purposes  of subpart (a) above,  Borrower  agrees that DFS may rely and act
upon any request for a Revolving Credit Loan from any individual who DFS, absent
gross  negligence  or willful  misconduct,  believes to be a  representative  of
Borrower.  Borrower will monitor the Borrowing Base and submit to DFS an updated
Borrowing  Base  Certificate  if the Borrowing Base does not equal or exceed the
Revolving Credit Loan request.

              4.1.2 Loan Options.  Each Revolving  Credit Loan shall be either a
      Prime Rate Loan or a LIBOR Rate Loan as shall be selected by the Borrower,
      except as otherwise provided herein. During any period that any Default or
      Unmatured Default shall occur and be continuing,  Borrower shall no longer
      have the option of electing  LIBOR  Loans,  and all Loans made during such
      period shall be Prime Rate Loans only; it being understood,  however, that
      in such event nothing herein shall be construed to waive,  amend or modify
      any right or power of DFS hereunder,  including,  without limitation,  all
      rights to  terminate  the credit  facilities  hereunder  and  declare  all
      Obligations immediately due and payable.


              4.1.3  Conditions  Precedent  to Each Loan.  Without  limiting the
      applicability of the conditions  precedent set forth in Section 6 below to
      DFS'  obligation to make any Loan,  the obligation of DFS to make any Loan
      shall be subject to the further conditions  precedent that, on the date of
      each such Loan:

                     4.1.3.1 The  following  statements  shall be true:  (a) the
              representations  and warranties  contained in Section 7 hereof are
              materially correct (except that the representations and warranties
              contained  in  Section  7.5,  Title to  Collateral,  Section  7.7,
              Subsidiaries,  Section  7.9,  Place  of  Business,  Section  7.17,
              Location of Collateral,  Section 7.20, Solvency, and Section 7.23,
              Reaffirmation,  shall be absolutely true and correct) on and as of
              the date of such Loan as though  made on and as of such date,  and
              (b) there  exists no Default or Unmatured  Default,  nor would any
              Default or any  Unmatured  Default  result  from the making of the
              Loan requested by Borrower;

                     4.1.3.2  Borrower shall have signed and sent to DFS, if DFS
              so requests,  a request for advance,  setting forth in writing the
              amount of the Revolving Credit Loan requested;  provided, however,
              that the foregoing  condition  precedent shall not prevent DFS, if
              it so elects,  in its sole  discretion,  from  making a  Revolving
              Credit Loan pursuant to Borrower's non-written request therefor;

                     4.1.3.3  DFS shall  have  received  such  other  approvals,
              opinions or documents as it may reasonably request.

      Borrower agrees that the making of a request by Borrower for a Loan, shall
      constitute  a  certification  by Borrower and the  Person(s)  executing or
      giving the same that all representations and warranties of Borrower herein
      (other than under Sections 7.5, 7.7, 7.9, 7.17, 7.20, and 7.23 which shall


                                       15

<PAGE>


                        Confidential Treatment Requested.


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


      be absolutely true and correct) are materially true as of the date thereof
      and that all required  material  conditions to the making of the Loan have
      been met.

      4.2 All Loans One  Obligation.  All  Obligations  of Borrower to DFS under
this  Agreement  and  all  other  agreements  between  Borrower  and  DFS  shall
constitute  one  obligation to DFS secured by the security  interest  granted in
this Agreement, and by all other Liens heretofore,  now, or at any time or times
hereafter  granted  by  Borrower.  All of the  rights  of DFS set  forth in this
Agreement shall apply to any modification of or supplement to this Agreement, or
Exhibits hereto, unless otherwise agreed in writing.

      4.3  Payments of  Principal  and  Interest.  All  payments and amounts due
hereunder  by  Borrower  shall  be  made  or  be  payable   without  set-off  or
counterclaim  and  shall  be  made  to  DFS  on the  date  due at its  office(s)
responsible  for  Borrower's  account,  or at such  other  place  which  DFS may
reasonably  designate  to Borrower in writing.  Whenever  any payment to be made
hereunder  shall be stated to be due on a date other than a Business  Day,  such
payment may be made on the next  succeeding  Business Day, and such extension of
time shall be included in the computation of payment of interest or any fees and
shall not result in a late payment fee.

      4.4 Collection Days. All payments and all amounts received  hereunder will
be credited by DFS to Borrower's  account (a) on the day good funds are received
by Fed Wire  transfer  or ACH or (b) two (2)  Business  Days after  deposit of a
paper check into DFS' bank account.

5.    SECURITY FOR THE OBLIGATIONS

      5.1 Grant of Security  Interest.  To secure  payment of all of  Borrower's
current and future  Obligations and to secure  Borrower's  performance of all of
the  provisions  under this  Agreement  and the other Loan  Documents,  Borrower
grants  DFS a  security  interest  in all  of  Borrower's  inventory,  accounts,
contract  rights,  chattel  paper,  security  agreements,  instruments,  deposit
accounts,  reserves,  documents  and  general  intangibles;  and all  judgments,
claims,  insurance policies,  and payments owed or made to Borrower thereon; all
whether  now  owned  or  hereafter  acquired,   all  attachments,   accessories,
accessions,  parts,  returns,   repossessions,   exchanges,   substitutions  and
replacements thereto, and all proceeds thereof. All such assets are collectively
referred to herein as the  "Collateral."  All such terms for which  meanings are
provided in the Uniform Commercial Code are used herein with such meanings.  All
Collateral  financed  by DFS or  against  which DFS has loaned  monies,  and all
proceeds thereof,  will be held in trust by Borrower for DFS, with such proceeds
being payable in accordance  with this  Agreement.  Borrower  covenants with DFS
that DFS may realize upon all or part of any  Collateral in any order it desires
and any  realization by any means upon any Collateral  will not bar  realization
upon any other Collateral.  Borrower's  liability under this Agreement is direct
and  unconditional  and will not be affected by the release or  nonperfection of
any security interest granted hereunder.

       5.2 Future Advances. DFS' security interests shall secure all current and
all future advances to Borrower made by DFS under the Loan Documents.

       5.3 Financing  Statements.  Borrower shall execute and deliver to DFS for
the benefit of DFS such financing statements, certificates of title and original
documents as may be  reasonably  required by DFS with  respect to DFS'  security
interests.

       5.4 Further Assurances. Borrower will execute and deliver to DFS, at such
time or times as DFS may request, all financing statements, security agreements,
assignments,  certificates,  affidavits, reports, schedules, and other documents
and  instruments  that DFS may reasonably deem necessary to perfect and maintain
perfected DFS' security  interests in the Collateral and to fully consummate the
transactions  contemplated  under all Loan  Documents.  All  reasonable  filing,
recording or registration fees shall be payable by Borrower.


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6.    CONDITIONS PRECEDENT

      All  duties  and  obligations  of DFS  under  the  Loan  Documents  on the
Effective Date, are specifically subject to the full satisfaction by Borrower of
the  conditions  precedent set forth below.  All duties and  obligations  of DFS
under the Loan  Documents  during the term of this  Agreement  are  specifically
subject to the full and continued satisfaction by Borrower of the conditions set
forth in Sections 6.1.2, 6.1.3, 6.1.4 and 6.1.5.

       6.1 Conditions  Precedent.  The following conditions must be satisfied as
of the date DFS  makes  its  first  advance  of funds to or for the  benefit  of
Borrower under this Agreement ("First Funding Date"):

              6.1.1 DFS'  Counsel.  DFS'  counsel  must  approve of all  matters
      pertaining to (a) title to the Collateral; (b) the form, substance and due
      execution of all Loan Documents; (c) Borrower's  organizational documents;
      and (d) all other legal  matters,  including the  application  of any laws
      relating to usury.

              6.1.2 No  Material  Adverse  Change.  There must not have been any
      Material Adverse Change,  between September 30, 1998 and the First Funding
      Date,  or  between  the  First  Funding  Date and the  date on  which  any
      subsequent advance is made in the condition of Borrower,  the condition of
      the Business, the value and condition of the Collateral,  the structure of
      Borrower  other  than  as  contemplated   herein,   or  in  the  financial
      information, audits and the like obtained by DFS.

              6.1.3 Perfected  Liens.  DFS shall have a perfected first priority
      Lien and  security  interest in (a) all  Inventory  of  Borrower,  (b) all
      Proceeds of such  Inventory and all Accounts of Borrower,  subject only to
      the Permitted Liens.

              6.1.4 Insurance.  Borrower shall provide DFS with  certificates of
      insurance  evidencing that Borrower has obtained the insurance as required
      in Section 8.1.2.

              6.1.5 Laws.  Borrower and its Subsidiaries  shall be in compliance
      with all applicable laws and governmental regulations,  including, but not
      limited to, all Environmental Laws, the failure to comply with which would
      have a  material  adverse  change on  Borrower,  its  Subsidiaries  or the
      Business.

              6.1.6 Certificate of Good Standing. A certificate of good standing
      for Borrower (or other similar certificate) must be delivered to DFS, from
      the   appropriate   governmental   authority   of   Borrower's   state  of
      incorporation  and other  jurisdictions  in which  Borrower does business,
      dated not earlier than 30 days prior to the Effective Date.

              6.1.7  Opinion of Borrower's  Counsel.  DFS must receive a written
      opinion from  counsel for  Borrower,  as of the First  Funding  Date,  and
      addressed  to  and  for  the  benefit  of  DFS,  in  form  and   substance
      satisfactory to DFS.

              6.1.8 UCC Searches. DFS must receive a certificate from a provider
      of financing  statement  searches  acceptable to DFS which  identifies all
      financing statements of public record not more than 5 Business Days before
      the First Funding Date, that pertain to the Collateral.

              6.1.9  Other   Documents.   Such  other   documents,   guaranties,
       certificates,  submissions,  insurance  policies  and  other  matters  as
       reasonably   requested  by  DFS  relating  to  the   transaction   herein
       contemplated.

              6.1.10  President's  Certificate.  In the form attached  hereto as
       Exhibit  6.1.10  compliance  with all of the terms and  conditions in the
       Loan Documents.

              6.1.11 Articles of Incorporation. A certified copy of the Articles
      of Incorporation, By-Laws and the resolutions of the directors of Borrower
      authorizing the transactions contemplated by this Agreement.


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              6.1.12  Secretary's  Certificate of Resolution and Incumbency.  In
       the form attached hereto as Exhibit 6.1.12.

              6.1.13  Pre-closing  Expenses.  Borrower  shall  pay  to  DFS  all
       reasonable  fees and expenses  required under this Agreement that are due
       on or before the Effective Date, if any.

              6.1.14  Pre-closing   Reviews.  DFS  must  complete  reviews  with
       satisfactory results of Borrower's Inventory and Accounts.


              6.1.15 Payoff  Letters.  A lien release and payoff letter executed
       by any and all  lienholders  on any of the  Collateral,  other  than with
       respect to the Permitted Liens.

7.    REPRESENTATIONS AND WARRANTIES

      To  induce  DFS  to  enter  into  this   Agreement,   Borrower  makes  the
representations and warranties set forth below, all of which will remain true in
all material respects during the term of this Agreement.  Borrower  acknowledges
DFS' justifiable right to rely upon the representations and warranties set forth
below.

      7.1 Financial  Statements.  Borrower's audited financial  statements as of
September  30, 1998 and September 30, 1997 and  Borrower's  unaudited  financial
statement as of June 30, 2000, copies of which have been previously submitted to
DFS, have been prepared in conformity with GAAP and present fairly the financial
condition of Borrower and its consolidated Subsidiaries as at such dates and the
results of their  operations for the periods then ended.  Borrower  warrants and
represents  to DFS that all financial  statements  and  information  relating to
Borrower or any  Guarantor  which have been or may  hereafter  be  delivered  by
Borrower  or any  Guarantor  are true  and  correct  and  have  been and will be
prepared in accordance with GAAP and, with respect to such previously  delivered
statements  or  information,  there has been no material  adverse  change in the
financial  or  business  condition  of  Borrower  or  any  Guarantor  since  the
submission to DFS, either as of the date of delivery, or, if different, the date
specified therein, and Borrower acknowledges DFS' reliance thereon.

      7.2   Non-Existence   of  Defaults.   Neither  Borrower  nor  any  of  its
Subsidiaries  is in default with respect to any material  amount of its existing
Debt. The making and performance of this Agreement and all other Loan Documents,
will not  immediately,  or with the  passage of time,  the giving of notice,  or
both: (a) violate the provisions of the bylaws or any other  corporate  document
of  Borrower;  (b) violate any laws to the best of  Borrower's  knowledge  after
diligent  inquiry;  (c)  result  in  a  material  default  under  any  contract,
agreement,  or instrument to which  Borrower is a party or by which  Borrower or
its  properties  are bound;  or (d) result in the creation or  imposition of any
security  interest in, or Lien or encumbrance upon, any of the Collateral except
the Permitted Liens.

      7.3 Litigation.  Set forth on Exhibit 7.3 is a list of all actions, suits,
investigations  or  proceedings  pending  or,  in  the  knowledge  of  Borrower,
threatened against Borrower or any of its Subsidiaries, as of the date hereof in
which  there is a  reasonable  probability  of an adverse  decision  which would
materially and adversely affect Borrower, the Business, or the Collateral.

      7.4 No Material Adverse  Changes.  Borrower does not know of or expect any
Material  Adverse  Change  in  the  Business,  or in  Borrower's  or  any of the
Subsidiaries'  assets,  liabilities,  properties,  or  condition,  financial  or
otherwise,  including  changes in Borrower's  financial  condition  prior to and
inclusive  of the earlier of (a) the latest  proposal or terms sheet or (b) DFS'
last audit prior to the Effective Date.

      7.5 Title to Collateral.  Except as set forth on Exhibit 7.5, Borrower has
good and marketable  title to all of the  Collateral,  free and clear of any and
all Liens, claims and encumbrances, other than the Permitted Liens.


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


      7.6  Corporate  Status.  Borrower  and  each  of  the  Subsidiaries  is  a
corporation  duly  organized  and  validly  existing,  in  good  standing,  with
perpetual corporate existence,  under the laws of their respective jurisdictions
of  formation.  Borrower  and its  Subsidiaries  have the  corporate  power  and
authority to own their properties and to transact the Business in which they are
engaged and presently  propose to engage.  Borrower and each  Subsidiary is duly
qualified as a foreign  corporation and in good standing in all states where the
nature of their Business or the ownership or use of their property requires such
qualification,  and where  failure to so qualify  would have a material  adverse
change on its Business, operations or financial condition.

       7.7  Subsidiaries.  Exhibit 7.7 hereto lists the  Subsidiaries  as of the
Effective Date.

      7.8 Power and Authority. Borrower has the corporate power to borrow and to
execute,  deliver and carry out the terms and provisions of the Loan  Documents.
Borrower  has  taken or caused to be taken  all  necessary  corporate  action to
authorize the  execution,  delivery and  performance  of this  Agreement and all
other Loan Documents and the borrowing thereunder.

      7.9 Principal Place of Business.  Each Borrower's  chief executive  office
and  principal  place of business is located at the address set forth on Exhibit
7.9 attached hereto.  Borrower's  records  concerning the Collateral are kept at
such chief executive  office,  or will be kept at such other place that Borrower
informs DFS of not less than 30 days in advance of relocation.

      7.10 Enforceability of the Loan Documents.  The Loan Documents executed by
Borrower are the valid and binding  obligations of Borrower and are  enforceable
against  Borrower  in  accordance  with  their  terms,   except  as  limited  by
bankruptcy,  insolvency,  or other laws of general  application  relating to the
enforcement of creditors' rights.

      7.11 Taxes. Each Borrower's federal tax identification number is listed on
Exhibit 7.11 attached  hereto.  Borrower  has: (a) filed all federal,  state and
local tax returns and other reports that it is required by law to file, (b) paid
or caused to be paid all taxes,  assessments and other governmental charges that
are due and payable,  the failure of which to pay would have a material  adverse
change on the Business,  except those  contested in good faith and in accordance
with accepted procedures,  and for which adequate reserves have been established
in accordance with GAAP, and (c) made adequate provision for the payment of such
taxes,  assessments or other charges accruing but not yet payable.  Borrower has
no knowledge of any deficiency or additional  assessment in a material amount in
connection with any taxes, assessments or charges.

      7.12  Compliance with Laws.  Borrower,  to the best of its knowledge after
diligent  inquiry,  has complied,  and shall cause each Subsidiary to comply, in
all material respects with all applicable laws, including any Environmental Laws
and any zoning  laws,  the  failure to comply  with which  would have a material
adverse change on Borrower  individually,  or Borrower and its Subsidiaries on a
consolidated basis.

      7.13 Consents.  Borrower and the  Subsidiaries  have obtained all material
consents,  permits,  licenses,  approvals or  authorization  of, or effected the
filing,  registration or qualification  with, any  governmental  entity which is
required  to be  obtained  or  effected  by  Borrower  and the  Subsidiaries  in
connection with the Business or the execution and delivery of this Agreement and
the other Loan  Documents  the failure of which to obtain or effect would have a
material  adverse  change  on  Borrower  individually,  or on  Borrower  and its
Subsidiaries on a consolidated basis.

      7.14  Purpose.  Borrower  will use the advances  which DFS makes under the
Credit Facility solely for lawful purposes and as described in Section 2 hereof.


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                        Confidential Treatment Requested.


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


      7.15 Condition of the Business. All material assets used in the conduct of
the Business are in good operating  condition and repair and are fully usable in
the ordinary course thereof, reasonable wear and tear excepted.

      7.16  Capital.  All  issued  shares  and  all  outstanding  shares  in the
Subsidiaries as reflected in Borrower's  financial statements are validly issued
pursuant to proper  authorization  of the board of directors of such Subsidiary,
and are fully paid, and  non-assessable.  All Borrower's and Subsidiary's issued
shares and outstanding capital stock are fully paid and non-assessable.

       7.17 Location of Collateral.  Exhibit 7.17 describes the locations  where
any of the Collateral is located or stored as of the date hereof.

       7.18 Real Property.  Neither Borrower nor any Subsidiary own or lease any
real property, except as set forth on Exhibit 7.18 attached hereto.

       7.19 Warranties and Representations-Accounts.  For each Account listed by
Borrower on any Borrowing Base Certificate,  Borrower warrants and represents to
DFS that at all times:  (a) such  Account is  genuine;  (b) such  Account is not
evidenced by a judgment or promissory  note or similar  instrument or agreement;
(c) to the best of Borrower's  knowledge,  it represents a bona fide transaction
completed in  accordance  with the terms of the  invoices  and  purchase  orders
relating  thereto;  (d) to the best of Borrower's  knowledge,  the goods sold or
services  rendered  which  resulted in the  creation of such  Account  have been
delivered or rendered to and not rejected by the Account Debtor; (e) the amounts
shown on the Borrowing Base  Certificate,  Borrower's  books and records and all
invoices  and  statements  delivered  to DFS with  respect  thereto are owing to
Borrower  and are not  contingent;  (f) no  payments  have  been or will be made
thereon  except  payments  deposited  into  the  Lockbox;  (g)  to the  best  of
Borrower's knowledge,  there are no offsets,  counterclaims or disputes existing
or asserted with respect  thereto and Borrower has not made any  agreement  with
the Account  Debtor for any deduction or discount of the sum payable  thereunder
except  regular  discounts  allowed by  Borrower in the  ordinary  course of its
business for prompt payment; (h) to the best of Borrower's knowledge,  there are
no facts or  events  which in any way  impair  the  validity  or  enforceability
thereof or reduce the amount  payable  thereunder  from the amount  shown on the
Borrowing Base  Certificate,  Borrower's  books and records and the invoices and
statements  delivered to DFS with respect thereto; (i) to the best of Borrower's
knowledge,  all persons  acting on behalf of the Account Debtor thereon have the
authority to bind the Account Debtor;  (j) the Accounts  arising from goods sold
or  transferred  giving  rise  thereto  are  not  subject  to any  Lien,  claim,
encumbrance  or security  interest  which is  superior to that of DFS;  (k) such
Account is subject to DFS' perfected,  first priority  security  interest and no
other Lien other than a  Permitted  Lien;  and (l) there are no  proceedings  or
actions known to Borrower  which are  threatened or pending  against the Account
Debtor thereon which might result in any material adverse change in such Account
Debtor's financial condition.

      7.20 Solvency.  The Borrower and each of the  Subsidiaries now has capital
sufficient to carry on its respective business and transactions and all business
and  transactions  in which it is about to engage and is now solvent and able to
pay  its  respective  debts  as  they  mature,  and  Borrower  and  each  of the
Subsidiaries now owns property having a value,  greater than the amount required
to pay Borrower's or such Subsidiary's debts.

       7.21  Business  Locations;  Agent for Process.  Borrower has no office or
place of  business  located in any state or county  other than as shown  Exhibit
7.17.


       7.22 Warranties and  Representations-Inventory  & Parts. For each item of
Inventory  and Parts  listed by  Borrower  on any  Borrowing  Base  Certificate,
Borrower covenants, warrants and represents to DFS that at all times: (a) except
for rental Inventory and Inventory on exhibition and/or  demonstration to buyers
or lessees in the ordinary  course of business,  all Inventory and Parts will be
kept only at the locations indicated on Exhibit 7.17; (b) Borrower now keeps and
will keep correct and accurate records  itemizing and describing the kind, type,


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


quality and quantity of Inventory  and Parts,  Borrower's  cost therefor and the
selling  price  thereof,  the  daily  withdrawals  therefrom  and the  additions
thereto; (c) Parts and Inventory not on rent are not and will not be stored with
a bailee,  repairman,  warehouseman  or similar party without DFS' prior written
consent, and Borrower will,  concurrently with delivery to such party, cause any
such party to issue and deliver to DFS,  in form  acceptable  to DFS,  warehouse
receipts,  in DFS' name evidencing the storage of such Inventory and parts,  and
waivers  of  warehouseman's  liens in favor of DFS;  (d)  Borrower  will pay all
taxes,  rents,  business taxes, and the like on the premises where the Inventory
and Parts are located;  and (e)  Borrower  will not lend,  demonstrate,  pledge,
consign,  transfer  or secrete any of the  Inventory  or Parts or use any of the
Inventory or Parts for any purpose other than  exhibition  and/or  demonstration
for sale to buyers or rental to  lessees  in the  ordinary  course of  business,
without DFS' prior written consent.

      7.23  Reaffirmation.  Each request for a Loan made by Borrower pursuant to
this  Agreement  or any of the other  Loan  Documents  shall  constitute  (a) an
automatic  representation  and  warranty  by Borrower to DFS that there does not
then exist any Default or any Unmatured  Default,  and (b) a reaffirmation as of
the  date  of said  request  of all of the  representations  and  warranties  of
Borrower contained in this Agreement and the other Loan Documents.

      7.24  Survival of  Representations  and  Warranties.  Borrower  covenants,
warrants  and  represents  to DFS that all  representations  and  warranties  of
Borrower contained in this Agreement or any of the other Loan Documents shall be
materially  true at the time of Borrower's  execution of this  Agreement and the
other Loan Documents,  and shall survive the execution,  delivery and acceptance
thereof by DFS and the  parties  thereto  and the  closing  of the  transactions
described therein or related thereto.

8.    BORROWER'S COVENANTS

      8.1  Affirmative  Covenants.   During  the  term  of  this  Agreement  and
thereafter for so long as any Obligations  are outstanding and unpaid,  Borrower
covenants that unless otherwise consented to by DFS in writing, it shall perform
all the  acts  and  promises  required  by this  Agreement  and all the acts and
promises set forth below.

              8.1.1 Payment and  Performance.  Borrower will pay and perform all
       Obligations in full when and as due hereunder.


              8.1.2  Insurance.

                     8.1.2.1 Type of Insurance. Borrower will at all times cause
              the  Business  and the  Collateral  to be insured by  insurers  of
              reasonable  financial soundness and having an A. M. Best rating of
              A or better,  with such  policies,  against such risks and in such
              amounts as are  appropriate for reasonably  prudent  businesses in
              Borrower's industry and of Borrower's size and financial strength.

                     8.1.2.2 Requirements as to Insurance Policies. The policies
              of insurance which Borrower is required to carry shall comply with
              the requirements listed below:

                    (a)  Each  such  policy  shall  provide  that  it may not be
              canceled or allowed to lapse at the end of a policy period without
              at least 30 days' prior written notice to DFS;

                    (b) Each property  insurance  policy shall contain  lender's
              loss payable  endorsements  satisfactory  to DFS providing,  among
              other things,  that any loss shall be payable in  accordance  with
              the terms of such policy notwithstanding any act of Borrower which
              might  otherwise  result in forfeiture of such insurance and shall
              also be evidenced by an Accord 27 Evidence of Property Insurance;


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                    8.1.2.3 Collection of Claims.  Borrower will promptly advise
              DFS of any  insured  casualty  and  Borrower  agrees  that DFS may
              direct all insurance proceeds therefrom to be paid directly to DFS
              to the extent that such loss is not  adequately  insured  under an
              insurance  policy  which  names DFS as a loss  payee,  and  hereby
              appoints DFS its attorney-in-fact for such purpose.

                     8.1.2.4 Blanket Policies.  Any insurance required hereunder
              may be  supplied  by  means of a  blanket  or  umbrella  insurance
              policy.

                     8.1.2.5  Delivery of Policies or Certificates of Insurance.
              Borrower shall deliver to DFS  certificates of insurance issued by
              insurers to evidence  that the  insurance  maintained  by Borrower
              complies with the requirements hereunder.

              8.1.3 Collection of Receivables;  Sale of Inventory. Borrower will
      collect its Accounts and sell its Inventory only in the ordinary course of
      business, unless written permission to the contrary is obtained from DFS.

              8.1.4 Notice of  Litigation  and  Proceedings.  Borrower will give
      prompt  notice to DFS of:  (a) any  actual  or  threatened  litigation  or
      proceeding  (including  fines and  penalties of any public  authority)  in
      which  it or any of the  Subsidiaries  is a  party  in  which  there  is a
      reasonable  probability  of an adverse  decision which would require it or
      any of the  Subsidiaries  to pay money or deliver  assets in excess of One
      Million Dollars ($1,000,000), whether or not the claim is considered to be
      covered  by  insurance;  (b)  any  class  action  litigation  against  it,
      regardless  of  size;  and  (c)  the  institution  of any  other  suit  or
      proceeding  that might  materially and adversely  affect its or any of its
      Subsidiary's operations, financial condition, property or the Business.

              8.1.5 Payment of Debt to Third  Persons.  Borrower  will, and will
      cause each Subsidiary to, pay, within 30 days after due date, all Debt and
      any other  liability due third persons,  except when the amount thereof is
      being contested in good faith by appropriate proceedings and with adequate
      reserves  therefor in accordance  with GAAP being set aside by Borrower or
      such Subsidiary.

              8.1.6 Notice of Change of Business Location.  Borrower will notify
      DFS 30 days in advance  of: (a) any  change in or  discontinuation  of the
      location of the Collateral, Borrower's principal place of business, or any
      of the  Subsidiaries'  existing  offices  or places of  business,  (b) the
      establishment of any new places of business relating to the Business,  and
      (c) any change in or addition to the locations where Borrower's  Inventory
      or records are kept.

              8.1.7  Payment  of  Taxes.  Borrower  will,  and will  cause  each
      Subsidiary  to,  pay or  cause to be paid,  when  and as due,  all  taxes,
      assessments  and  charges  or  levies  imposed  upon  it or on  any of its
      property or that it is  required  to  withhold  and pay over to the taxing
      authority  or that it must pay on its income,  the failure of which to pay
      would have a  material  adverse  change on  Borrower  individually,  or on
      Borrower  and the  Subsidiaries  on a  consolidated  basis,  except  where
      contested in good faith by appropriate  proceedings with adequate reserves
      therefor  in  accordance  with GAAP,  having been set aside by Borrower or
      such Subsidiary. However, Borrower will and will cause each Subsidiary to,
      pay or cause to be paid all such  taxes,  assessments,  charges  or levies
      immediately  whenever  foreclosure  of  any  Lien  that  attaches  on  the
      Collateral appears imminent.

              8.1.8 Further Assurances.  Borrower agrees to, and will cause each
      Subsidiary  to,  execute  such  other and  further  documents,  including,
      without  limitation,  promissory  notes,  security  agreements,  financing
      statements,  continuation statements,  certificates of title on Inventory,
      and the like as may from time to time in the reasonable  opinion of DFS be
      necessary  to perfect,  confirm,  establish,  re-establish,  continue,  or


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      complete the security interests,  collateral  assignments and Liens in the
      Collateral, and the purposes and intentions of this Agreement.

              8.1.9  Maintenance  of Status.  Borrower  will take all  necessary
      steps  to  (a)  preserve  its,  and  each  Subsidiary's,  existence  as  a
      corporation,  (b) preserve Borrower's and the Subsidiaries' franchises and
      permits, and (c) comply with all present and future material agreements to
      which Borrower, or any of the Subsidiaries,  is subject, and (d) maintain,
      and cause each Subsidiary to maintain, its qualification and good standing
      in all states in which such  qualification  is  necessary  or in which the
      failure to be so  qualified  might have a material  adverse  change on the
      financial  condition or properties  of Borrower or the Business.  Borrower
      will  not  change  the  nature  of the  Business  during  the term of this
      Agreement.

              8.1.10 Financial Statements; Reporting Requirements; Certification
       as to Events of  Defaults.  During the term of this  Agreement,  Borrower
       will furnish to DFS:

              (a)  within 90 days  after  the end of each  fiscal  year,  annual
      financial  statements for Borrower and its  Subsidiaries  as of the end of
      such fiscal year, consisting of a consolidated balance sheet, consolidated
      statement  of  operations,  consolidated  statements  of  cash  flows  and
      consolidated  statement of  stockholder's  equity,  in  comparative  form,
      together  with a narrative  description  of the  financial  condition  and
      results of operations and the liquidity and capital  resources of Borrower
      and setting forth in comparative  form the  corresponding  figures for the
      corresponding  period  of the  prior  fiscal  year  and the  corresponding
      figures from the most recent financial projections of Borrower, discussing
      the reasons for any  significant  variations.  The  statements and balance
      sheet  will  be  prepared  in  accordance  with  GAAP  and  audited  by an
      independent firm of certified public accountants  selected by Borrower and
      reasonably acceptable to DFS.

              (b) within 45 days after the end of each fiscal quarter, financial
      statements for Borrower and its  Subsidiaries as of the end of such fiscal
      quarter,  consisting  of a  consolidated  balance  sheet and  consolidated
      statement  of   operations,   in   comparative   form  setting  forth  the
      corresponding  figures  for the  corresponding  period of the same  fiscal
      quarter from the prior fiscal year.  The statements and balance sheet will
      be prepared in accordance with GAAP

              (c) by the  45th  day  after  the end of each  fiscal  quarter,  a
      certificate of the President,  or Chief Financial Officer,  in the form of
      Exhibit  8.1.10(c)  attached hereto,  of Borrower stating that such Person
      has reviewed the provisions of the Loan Documents and that a review of the
      activities of Borrower  during such quarter has been made by or under such
      Person's  supervision  with a view to  determining  whether  Borrower  has
      observed  and  performed  all of  Borrower's  obligations  under  the Loan
      Documents,  and that, to the best of such Person's knowledge,  information
      and belief, Borrower has observed and performed each and every undertaking
      contained in the Loan  Documents  and is not at the time in default in the
      observance or performance  of any of the terms and conditions  thereof or,
      if Borrower  will be so in default,  specifying  all of such  defaults and
      events of which such Person may have knowledge;

              (d) within 30 days after the end of each fiscal  year,  a detailed
      budget,  a detailed  projected income statement with cash flow projections
      and a detailed projected balance sheet for the following fiscal year;

              (e) copies of any and all reports, filings and other documentation
      delivered to the  Securities  and Exchange  Commission  by or on behalf of
      Borrower promptly after the delivery thereof, if applicable; and

              (f) any other statements, reports and other information as DFS may
      reasonably  request  concerning  the financial  condition or operations of
      Borrower and its properties.

              8.1.11  Notice of Existence of Default.  Borrower  will,  and will
      cause its  Subsidiaries  to,  promptly notify DFS of: (a) the existence of
      any known condition or event,  which constitutes a Default or an Unmatured


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      Default and (b) the actual or threatened termination, suspension, lapse or
      relinquishment  of any material  license,  authorization,  permit or other
      right granted Borrower or for Borrower's benefit and used in the Business,
      or  granted  to any of its  Subsidiaries  or for  any  such  Subsidiaries'
      benefit, by any governmental agency material to the Business.

              8.1.12  Compliance  with Laws.  Borrower  will, and will cause its
      Subsidiaries to, comply in all material respects with all applicable laws,
      rules, regulations and orders.

              8.1.13  Maintenance  of  Collateral.  Borrower  will  maintain all
      Collateral and every part thereof in good  condition and repair.  Borrower
      will not permit the value of the  Collateral  to be  materially  impaired.
      Borrower  will  defend  the  Collateral   against  all  claims  and  legal
      proceedings  by persons  other than DFS.  Borrower  will not  transfer the
      Collateral  from the premises where now located (other than Inventory sold
      in the ordinary course of business and other Collateral transferred in the
      ordinary course of business), or permit the Collateral to become a fixture
      or accession  (unless so affixed on the Effective Date) to any goods which
      are not items of  Collateral,  without the prior written  approval of DFS.
      Borrower will not knowingly  permit the Collateral to be used in violation
      of any  applicable  law,  regulations,  or any policy of insurance.  As to
      Collateral  consisting of  instruments  and chattel  paper,  Borrower will
      preserve rights in it against prior parties.

              8.1.14 Collateral Records and Statements.  Borrower will keep such
      accurate and complete  books and records  pertaining to the  Collateral in
      such  detail  and  form as DFS  reasonably  requires,  including,  but not
      limited to: schedules of inventory;  original orders;  invoices;  shipping
      documents;   billing   settlements  and  receivables;   sold  receivables;
      Inventory  listing  containing  model,  serial number (if  available)  and
      location.   Other  reporting  will  be  available  upon  request  by  DFS,
      including,  but not be limited to,  listings  of accounts  payable in such
      form as the DFS' reasonably  requires.  The statements will be in the form
      and will contain the information as is prescribed by DFS.

              8.1.15 Inspection of Collateral. DFS and any third party appraiser
      selected by DFS may examine any or all of the  Collateral at any time, and
      from time to time during normal  business  hours.  DFS and any third party
      appraiser  selected by DFS will have full access to, and the right to: (a)
      review,  inspect and make abstracts and copies from  Borrower's  books and
      records  pertaining to the Accounts and all other  Collateral  (whether or
      not Borrower has  borrowed  against the Accounts or any such  Collateral),
      and (b)  inspect and  examine  Inventory  and Parts and check and test the
      same as to quality,  quantity,  Value and condition,  wherever located, at
      any time during reasonable business hours, and from time to time. Borrower
      will assist DFS and any third party appraiser selected by DFS in so doing.

              8.1.16 Landlord's Agreements.  Borrower will cooperate with DFS to
      obtain,  on the Effective Date,  landlord waivers and agreements in a form
      acceptable to DFS with respect to leased real property and with respect to
      any future leases, prior to entering into them.

9.    FINANCIAL COVENANTS.

      9.1  Amounts.

              9.1.1 Minimum Tangible Net Worth.  Borrower covenants that it will
      maintain  as of the last day of each  fiscal  quarter  ending  on or after
      March 31,  2000 a Tangible  Net Worth plus  Subordinated  Debt of not less
      than Twenty Million Dollars ($20,000,000); and

              9.1.2  Minimum  Current  Ratio.  Borrower  covenants  that it will
      maintain  as of the last day of each  fiscal  quarter  ending  on or after
      March 31, 2000 a ratio of Current  Tangible Assets to current  liabilities
      of not less than One and Two-tenths to One (1.2:1.0).


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              9.1.3 Maximum Debt to Tangible Net Worth.  Borrower covenants that
      it will  maintain as of the last day of each fiscal  quarter  ending on or
      after  March 31, 2000 (a) a ratio of Debt minus  Subordinated  Debt to (b)
      Tangible  Net  Worth  plus  Subordinated  Debt of not more than Six to One
      (6.0:1.0); and

       9.2 Certain Definitions.  As used in this Section 9 and elsewhere herein,
the following capitalized terms shall have the following meanings:

              "Current Tangible Assets" means Borrower's current assets less, to
              the extent otherwise included therein, all Intangibles.

               "Intangibles"  means and includes  general  intangibles  (as that
              term  is  defined  in  the  Uniform  Commercial  Code);   accounts
              receivable  and advances  due from  officers,  directors,  member,
              owner,   employees,   stockholders   and   affiliates;   leasehold
              improvements net of  depreciation;  licenses;  good will;  prepaid
              expenses; escrow deposits; covenants not to compete; the excess of
              cost  over  book  value  of  acquired   assets;   franchise  fees;
              organizational   costs;   finance   reserves   held  for  recourse
              obligations;  capitalized research and development costs; and such
              other similar items as DFS may from time to time determine in DFS'
              sole discretion.

              "Subordinated   Debt"  means  all  of  Borrower's  Debt  which  is
              subordinated to the payment of Borrower's liabilities to DFS by an
              agreement in form and substance satisfactory to DFS.

              "Tangible  Net Worth"  means the book value of  Borrower's  assets
              less  liabilities  (including  as  liabilities  all  reserves  for
              contingencies  and other  potential  liabilities),  excluding from
              such assets all Intangibles.

      9.3 Covenant  Compliance  Certificate.  The  President or Chief  Financial
Officer of  Borrower  will  certify to DFS by the 45th day after the end of each
fiscal  quarter,  or more  often  if  requested  by  DFS,  that  Borrower  is in
compliance  with the  Financial  Covenants  as set forth in Exhibit 9.3 or other
form acceptable to DFS.

10.   NEGATIVE COVENANTS

      During  the  term of this  Agreement  and  thereafter,  for so long as any
Obligations are outstanding and unpaid, Borrower covenants that unless otherwise
consented to in writing by DFS, Borrower shall not perform or cause or permit to
be performed the following acts:

      10.1 Change of Name, Etc.  Borrower and the  Subsidiaries  will not change
their name,  or begin to trade under any  assumed  names or trade names  without
thirty (30) days prior  written  notice to DFS.  Borrower will not, and will not
permit any  Subsidiary  to,  change its manner of  organization,  enter into any
mergers, consolidations, reorganizations or recapitalizations without DFS' prior
written consent other than as contemplated herein.

      10.2  Sale or  Transfer  of  Assets.  Except  in the  ordinary  course  of
business,  or  except  as  consented  to in  writing  by DFS,  Borrower  and the
Subsidiaries  will not  sell,  transfer,  lease  (including  sale-leaseback)  or
otherwise  dispose  of all or  any  substantial  part  of the  Collateral.  This
provision  will  not  apply  to any sale if the  proceeds  of such  sale pay the
Obligations in full.

      10.3 Change in Control.  (a) Borrower  shall not: (i) merge or consolidate
with or into any other Person, or (ii) unless the owners of Borrower continue to
hold 51% of the issued and outstanding  capital stock of Borrower (including all
options and warrants therefor), permit any Person or group of Persons, to become
the  record  or  beneficial  owner,   directly  or  indirectly,   of  securities


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representing any of the voting power of Borrower's then  outstanding  securities
or any equity  interest in Borrower,  or otherwise  having the power to vote, or
acquire the power to elect a majority of the Board of Directors of Borrower,  or
(b) neither Mark Walton's nor Michael  Perrine's  employment with Borrower shall
be  voluntarily  or  involuntarily  terminated,  nor  shall  new  management  be
installed by Borrower  without (i) sixty (60) days prior written  notice to DFS,
and (ii) DFS' prior written consent.

      10.4  Encumbrance  of  Assets.  Borrower  will not,  and will not permit a
Subsidiary to, mortgage, pledge, grant or permit to exist a security interest in
or Lien upon any of the Collateral,  now owned or hereafter  acquired except for
the Permitted Liens.

      10.5 False  Certificates or Documents.  Borrower has not and will not, and
will not permit any  Subsidiary  to,  furnish DFS with any  certificate or other
document  that  contains any untrue  statement of material fact or that omits to
state a  material  fact  necessary  to make it not  misleading  in  light of the
circumstances under which it was furnished.

      10.6  Assignment.  Borrower  will not assign or attempt to assign the Loan
Documents or any of its interests under the Loan  Documents,  except in favor of
DFS.

      10.7  Transactions  with  Affiliates.  Borrower  will not  enter  into any
contracts,  leases, sales or other transactions with any Affiliate on terms less
favorable than could be obtained generally by Borrower from a non-Affiliate.

      10.8  Loans by  Borrower.  Borrower  will  not,  and will not  permit  any
Subsidiary to, make any loan to any Person,  except for loans in anticipation of
reasonable and normally reimbursable  business expenses,  payroll and commission
advances and trade credit extended in the ordinary course of Business.

      10.9 Fiscal Year; Accounting Methods.  Borrower will not change its fiscal
year-end without sixty (60) days prior written notice to DFS. Borrower will not,
in any  material  way,  deviate from GAAP or change its  accounting  policies or
methods, without the prior written consent of DFS.

       10.10 Total Debt. Borrower shall not create,  incur, assume, or suffer to
exist, or permit any Subsidiary to create,  incur or suffer to exist,  any Debt,
except:

      (a)  the Obligations;
      (b)  Subordinated Debt;
      (c)  Debt of any Subsidiary to Borrower;
      (d) Accounts  payable to trade  creditors and current  operating  expenses
      (other  than for  money  borrowed)  incurred  in the  ordinary  course  of
      business  which are aged not more than thirty  (30) days past due,  unless
      actively contested in good faith and by appropriate and lawful proceedings
      and for which adequate  reserves have been  established in accordance with
      GAAP;  and (e) Debt solely in connection  with a Permitted  Lien;  and (f)
      Debt which is not secured by any Lien.

      10.11 Adverse Transactions.  Borrower will not enter into any transaction,
or permit any  Subsidiary to enter into any  transaction,  which  materially and
adversely  affects or may  materially  and  adversely  affect the  Collateral or
Borrower's  ability to repay the  Obligations or permit or agree to any material
extension,  compromise or settlement or make any change or  modification  of any
kind or nature with respect to any Account,  including any of the terms relating
thereto, other than discounts and allowances in the ordinary course of business,
all of which shall be reflected in the Borrowing Base  Certificate  submitted to
DFS pursuant to Section 2.3 of this Agreement.


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      10.12  Guaranties.   Borrower  will  not  guarantee,  assume,  endorse  or
otherwise,  in any way, become  directly or contingently  liable with respect to
the Debt of any Person, except by endorsement of instruments or items of payment
for deposit or collection.

      10.13 Bill-and-Hold Sales, Etc. Borrower will not include on any Borrowing
Base  certificate  any  Accounts  which arise from any sale to any customer on a
bill-and-hold, guaranteed sale, sale and return, sale on approval or consignment
basis,  or any sale on a repurchase  or return basis  without DFS' prior written
consent.

      10.14 Margin  Securities.  Borrower will not own, purchase or acquire,  or
permit any  Subsidiary  to own,  purchase or acquire,  (or enter,  or permit any
Subsidiary  to enter,  into any  contract to  purchase  or acquire)  any "margin
security" as defined by any  regulation  of the Federal  Reserve Board as now in
effect  or as the same may  hereafter  be in  effect  unless,  prior to any such
purchase or  acquisition  or  entering  into any such  contract,  DFS shall have
received  an  opinion  of counsel  satisfactory  to DFS to the effect  that such
purchase or acquisition  will not cause this Agreement to violate  Regulations G
or U or any other regulation of the Federal Reserve Board then in effect.

11.   DEFAULT/REMEDIES

       11.1 Events of Default.  Borrower will be in default under this Agreement
(each, a "Default") if:

              11.1.1 Failure to Pay Principal or Interest. Borrower fails to pay
      any portion of Borrower's  debts to DFS when due and payable  hereunder or
      under any other agreement between DFS and Borrower.

              11.1.2 Failure to Pay Other Amounts to DFS.  Borrower fails to pay
      any Obligations  (other than principal or accrued interest) within 15 days
      after the date when due.

              11.1.3  Failure to Pay Certain Costs and Expenses.  Borrower fails
      to pay any costs or expenses of DFS, including without limitation,  review
      costs described in Section  2.5.6.2  hereof,  appraisal costs described in
      Section  2.5.6.3 hereof and other costs and expenses  described in Section
      2.5.6.4 hereof, within 15 days after the date when due.

              11.1.4 Failure to Pay Amounts Owed to Other  Persons.  Borrower is
      or becomes in default of any  obligation in excess of  $1,000,000  owed to
      any third party, and such default continues unwaived beyond any applicable
      grace or curing period.

              11.1.5 Certain  Representations  and  Warranties  Without A Curing
      Period. Any Representation and Warranty,  statement, report or certificate
      made or delivered by Borrower to DFS in Sections  6.1.3,  7.5,  7.7,  7.9,
      7.17, 7.20 AND 7.23 is not true and correct when made.

              11.1.6  Certain  Representations  and  Warranties  With  A  Curing
      Period. Any Representation and Warranty,  statement, report or certificate
      made or delivered by Borrower to DFS (other than in Sections  6.1.3,  7.5,
      7.7, 7.9, 7.17, 7.20 AND 7.23) is false in any material  respect when made
      and is not  cured  within  15 days of the  date  such  Representation  and
      Warranty was made.

              11.1.7 Certain  Covenants With a Curing Period.  Borrower fails to
      comply with any Covenant  (other than Covenants in Section 9) which is not
      cured within 15 days of the initial occurrence of such failure.

              11.1.8 Certain Covenants  Without a Curing Period.  Borrower fails
      to comply  with any  Covenant  in Section 9;  provided,  however,  that if
      Borrower breaches any such covenant,  Borrower must (i) advise DFS of such
      breach  as of or prior  to the last  Business  Day of the  fiscal  quarter


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      during which such breach occurs,  and (ii) provide DFS within fifteen (15)
      days after the end of such  fiscal  quarter  financial  projections  which
      indicate  Borrower's  compliance with all such covenants at the end of the
      fiscal  quarter  immediately  following  the  fiscal  quarter in which the
      breach occurred and the basis for such projections.

              11.1.9  Default  Under  Other  Agreements.  A default  or event of
      default  occurs under any  agreement  to which  Borrower is a party (other
      than the Loan  Documents)  involving  Debt in excess of  $1,000,000  which
      default  or event of default  continues  unwaived  beyond  any  applicable
      curing period and has or is reasonably  likely to have a Material  Adverse
      Change or the Debt thereunder is accelerated.

              11.1.10  Bankruptcy, Etc.

                        11.1.10.1 Voluntary Cases. The filing or commencement by
              Borrower  of  a  voluntary  case  or  other   proceeding   seeking
              liquidation,  reorganization  or  other  relief  with  respect  to
              Borrower or its debts under any  bankruptcy,  insolvency  or other
              similar law now or hereafter in effect or seeking the  appointment
              of a trustee,  receiver,  liquidator,  custodian or other  similar
              official of Borrower or any substantial  part of its property,  or
              Borrower shall consent to any such relief or to the appointment of
              or taking  possession by any such official in an involuntary  case
              or other proceeding commenced against Borrower,  or Borrower shall
              make a general  assignment for the benefit of creditors,  or shall
              fail  generally to pay its debts as they become due, or shall take
              any corporate action to authorize any of the foregoing.

                        11.1.10.2  Involuntary Cases. The filing or commencement
              of an  involuntary  case  or  other  proceeding  against  Borrower
              seeking  liquidation,  reorganization or other relief with respect
              to Borrower or its debts under any bankruptcy, insolvency or other
              similar law now or hereafter in effect or seeking the  appointment
              of a trustee,  receiver,  liquidator,  custodian or similar  other
              official of Borrower or any substantial part of its property,  and
              such involuntary case or other proceeding remains  undismissed and
              unstayed for a period of thirty (30) days,  or an order for relief
              is entered against  Borrower under the federal  bankruptcy laws or
              any  state  bankruptcy  or  insolvency  laws now or  hereafter  in
              effect.

              11.1.11  Judgment,  Attachments,  Etc.  A money  judgment  entered
      against Borrower or an attachment or other levy is made against the assets
      of Borrower with respect to a claim in excess of $1,000,000  becomes final
      and  non-appealable,  or if timely  appealed  is not fully  bonded and the
      collection thereof is not stayed pending the appeal.

              11.1.12 Suspension, Dissolution or Liquidation. Borrower ceases or
      suspends  business  operations,  ceases  existence  as a  corporation,  or
      Borrower  shall be enjoined,  restrained or in any way prevented by court,
      governmental or  administrative  order from conducting all or any material
      part of its Business.

              11.1.13  Loss  of  Franchise.   Borrower   loses  any   franchise,
      permission,   license  or  right  to  sell  or  deal  in  any   Collateral
      manufactured by OMC, Brunswick, and/or Genmar or any of their Subsidiaries
      and does not replace the  manufacturers  with product  lines a person with
      knowledge of the marine industry would consider reasonable.

              11.1.14 Liens Other Than  Permitted  Liens.  Any of the Collateral
       becomes  subject to any Lien,  claim,  encumbrance  or security  interest
       other than a Permitted Lien.

              11.1.15  Loan  Documents;  Security  Interest.  Any Loan  Document
      ceases to be in full force and effect or any security  interest or Lien in
      favor of DFS is not, or ceases to be,  valid,  perfected  and prior to all
      other Liens (except Permitted Liens).


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              11.1.16 Loss of  Collateral.  Any  Collateral is abandoned,  lost,
      stolen, damaged or destroyed, or any part of the Collateral shall be taken
      through  condemnation  or the  value  thereof  shall be  impaired  through
      condemnation,  and such loss of  Collateral  is not insured as required in
      this Agreement or is reasonably likely to have a Material Adverse Change.

              11.1.17 Loss of Guaranty.  Any Guaranty ceases to be in full force
      and effect or any action is taken to  discontinue or assert the invalidity
      or  unenforceability  of any  Guaranty,  any  guarantor  dies,  ceases  or
      suspends business or ceases existence,  any  representation or warranty in
      any guaranty is materially  false and such  representation  or warranty is
      not cured within 15 days of the date such  representation  or warranty was
      made, or any  guarantor  fails to deliver  financial  statements to DFS as
      required and such failure continues for 15 days.

              11.1.18 Material Adverse Change. There occurs any action or event,
       or any action or event fails to occur,  which is or is reasonably  likely
       to become a Material Adverse Change.

      11.2    Rights and Remedies.  In the event of a Default:


              11.2.1  Cessation of Advances;  Acceleration;  etc. DFS may at any
      time at DFS' election, without notice or demand to Borrower, do any one or
      more of the  following:  reduce the amount  advanced  against any eligible
      Collateral;  cease  making  further  Loans and  declare  all or any of the
      Obligations  immediately  due and  payable,  together  with all  costs and
      expenses of DFS' collection activity,  including,  without limitation, all
      reasonable  attorneys'  fees;  exercise any or all rights under applicable
      law (including,  without  limitation,  the right to possess,  transfer and
      dispose of the Collateral);  and/or cease extending any additional  credit
      to Borrower.

              11.2.2  Collateral in Trust for DFS.  Borrower will  segregate and
      keep the  Collateral  in trust for DFS, and in good order and repair,  and
      will not sell,  rent,  lease,  consign,  otherwise  dispose  of or use any
      Collateral, nor further encumber any Collateral.

              11.2.3  Delivery of Collateral  to DFS. Upon DFS' written  demand,
      Borrower will immediately deliver the Collateral to DFS, in good order and
      repair, at a place reasonably  specified by DFS, together with all related
      documents;  or DFS may,  in DFS' sole  discretion  and  without  notice or
      demand to Borrower,  take immediate  possession of the Collateral together
      with all related documents.

              11.2.4  Default  Interest.  DFS may,  without  notice,  apply  the
       Default Interest Rate.


              11.2.5  Collection  of Accounts;  DFS  Possession of Collateral by
      DFS;  etc.  DFS may,  without  notice to Borrower and at any time or times
      hereafter enforce payment and collect,  by legal proceedings or otherwise,
      Accounts in the name of Borrower or DFS;  and take  control of any cash or
      non-cash  items of payment or proceeds of  Accounts  and of any  rejected,
      returned,  repossessed  or stopped in transit goods  relating to Accounts.
      DFS may at its sole  election and without  demand  enter,  with or without
      process of law, any premises where Collateral might be and, without charge
      or  liability to DFS  therefor do one or more of the  following:  (i) take
      possession  of the  Collateral  and use or  store it in said  premises  or
      remove it to such other place or places as DFS may deem  convenient;  (ii)
      take  possession  of all or part of such premises and the  Collateral  and
      place a custodian in the exclusive  control  thereof  until  completion of
      enforcement  of DFS'  security  interest  in the  Collateral,  until  DFS'
      removal of the Collateral or thirty (30) days, whichever occurs first and,
      (iii) remain on such premises for up to thirty (30) days and use the same,
      together with Borrower's materials,  supplies,  books and records, for the
      purpose of  liquidating or collecting  such  Collateral and conducting and
      preparing for disposition of such Collateral.


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              11.2.6  Immediate  Acceleration.  Upon the occurrence of a Default
      under Sections 11.1.1, 11.1.4,  11.1.10, or 11.1.12, all Obligations shall
      automatically  be accelerated and due and payable and the Default Interest
      Rate shall  automatically  apply as of the date of the first occurrence of
      such Default,  without any prior  notice,  demand or action of any type on
      the part of DFS.

      All of DFS' rights and remedies are  cumulative.  DFS' failure to exercise
      any of DFS' rights or remedies hereunder will not waive any of DFS' rights
      or remedies as to any past, current or future Default.

12.   SALE OF COLLATERAL

      Borrower  agrees that if DFS conducts a private sale of any  Collateral by
requesting  bids  from 10 or more  Borrowers  or  distributors  in that  type of
Collateral,  any sale by DFS of such Collateral in bulk or in parcels within 120
days of: (a) DFS' taking possession and control of such Collateral;  or (b) when
DFS is otherwise  authorized to sell such Collateral;  whichever occurs last, to
the  bidder  submitting  the  highest  cash  bid  therefor,  is  a  commercially
reasonable sale of such Collateral under the Uniform  Commercial Code.  Borrower
agrees  that the  purchase  of any  Collateral  by a vendor,  as provided in any
agreement  between DFS and the  vendor,  if any,  is a  commercially  reasonable
disposition  and private sale of such  Collateral  under the Uniform  Commercial
Code, and no request for bids shall be required.  Borrower further agrees that 7
or more days prior written notice will be commercially  reasonable notice of any
public or private sale  (including any sale to a vendor).  Borrower  irrevocably
waives  any  requirement  that DFS  retain  possession  and not  dispose  of any
Collateral until after an arbitration hearing,  arbitration award, confirmation,
trial or final judgment.  If DFS disposes of any such  Collateral  other than as
herein contemplated,  the commercial  reasonableness of such disposition will be
determined in accordance with the laws of the state governing this Agreement.

13.   INDEMNIFICATIONS

      In addition to the payment of expenses and attorneys' fees, if applicable,
whether  or not the  transactions  contemplated  hereby  shall  be  consummated,
Borrower  agrees to  indemnify,  pay and hold DFS and the  officers,  directors,
employees, agents, and affiliates of DFS (collectively called the "Indemnitees")
harmless from and against, any and all other liabilities,  obligations,  losses,
damages,  penalties,  actions,  judgments,  suits, claims,  costs,  expenses and
disbursements of any kind or nature whatsoever  (including,  without limitation,
the reasonable fees and  disbursements of counsel for any of such Indemnitees in
connection  with  any  investigative,   administrative  or  judicial  proceeding
commenced  or  threatened,  whether  or not any of  such  Indemnitees  shall  be
designated a party  thereto),  that may be imposed on,  incurred by, or asserted
against the  Indemnitees,  in any manner  relating to or arising out of the Loan
Documents,  the statements contained in any commitment letters delivered by DFS,
DFS' agreement to make the Loans or any other payment  hereunder,  or the use or
intended use of the  proceeds of any of the Loans  hereunder  (the  "Indemnified
Liabilities");  provided,  however, that Borrower shall have no obligation to an
Indemnitee  hereunder with respect to Indemnified  Liabilities  arising from the
gross negligence or willful misconduct of an Indemnitee.  To the extent that the
undertaking  to  indemnify,  pay and hold  harmless  set forth in the  preceding
sentence  may be  unenforceable  because  it is  violative  of any law or public
policy,  Borrower shall  contribute the maximum  portion that it is permitted to
pay and satisfy under  applicable  law, to the payment and  satisfaction  of all
Indemnified  Liabilities  incurred  by  the  Indemnitees  or any  of  them.  The
provisions of the  undertakings and  indemnification  set out in this Section 14
shall survive  satisfaction  and payment of the  Obligations  and termination of
this Agreement.

14.   OTHER TERMS

       14.1  Amendment,  Changes and  Modification.  The Loan  Documents  may be
amended,  changed or modified  only as may be agreed upon in writing by Borrower
and DFS from time to time.


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      14.2 Binding Effect.  The Loan Documents will be binding upon the parties,
their successors and assigns, provided,  however, that Borrower shall not assign
or attempt to assign  this  Agreement,  any other  Loan  Document  or any of its
interests under the Loan Documents, without the prior written consent of DFS.

      14.3 Broker Fee.  Neither  party is  obligated to pay any premium or other
charge,  brokerage fee or commission in connection with the agreements set forth
herein.  Each party will  indemnify the other and hold it harmless from any such
claim arising out of such party's acts or those of its representatives.

      14.4 Entire  Agreement.  The Loan Documents embody the entire agreement of
the  parties  relating to the Credit  Facility.  There are no  promises,  terms,
conditions,  obligations  or warranties  other than those  contained in the Loan
Documents.    The   Loan   Documents   supersede   all   prior   communications,
representations or agreements,  verbal or written,  between the parties relating
to the Credit Facility.

      14.5 Headings. The headings to the sections of this Agreement are included
only for the  convenience  of the  parties  and will  not  have  the  effect  of
defining,  diminishing  or enlarging  the rights of the parties or affecting the
construction or interpretation of any portion of this Agreement.

      14.6 Incorporation by Reference. All other Loan Documents are incorporated
herein by this  reference and are made a part of this  Agreement as if fully set
forth herein. This Agreement, prior to such incorporation, controls in the event
of any conflict with the terms of any other Loan Documents.

      14.7 Interpretation.  For the purpose of construing this Agreement, unless
the context otherwise requires,  words in the singular will be deemed to include
words in the plural, and vice versa.

      14.8 Notices. Any notice under the Loan Documents, will be in writing. Any
notice to be given or document to be delivered  under the Loan Documents will be
deemed to have been duly given upon  delivery,  if delivered in person or by any
expedited  delivery service which provides proof of delivery,  upon tested telex
or facsimile transmission, or on the fifth Business Day after mailing, if mailed
by certified mail, return receipt requested,  postage prepaid mail, addressed to
DFS or Borrower at the appropriate addresses. DFS will use reasonable efforts to
deliver any notice DFS is required to give to Borrower;  provided, however, that
failure  by DFS to  actually  give any such  notice  will not be  deemed to be a
waiver of any rights or  remedies  of DFS and will not give rise to any  claims,
defenses or damages by Borrower.  The  addresses for notices are those set forth
below or such other addresses as may be hereafter specified by written notice by
the parties:

to DFS:                       Deutsche Financial Services Corporation
                              5480 Corporate Drive, Suite 300,
                              Troy, Michigan 48098
                              Attention:  Lisa Oliver
                              Facsimile No.:  (248) 641-9840

with a copy to:               Deutsche Financial Services Corporation
                              655 Maryville Centre Drive
                              St. Louis, MO 63141-5832
                              Attention:  General Counsel
                              Facsimile No.:(314) 523-3190

to Borrower:                  Travis Boats & Motors, Inc.
                              5000 Plaza on the Lake, Suite 250
                              Austin, TX 78746
                              Attention: President
                              Facsimile No.: (512) 329-0480


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      14.9 No Third Party Beneficiary Rights and Reliance. No Person not a party
to  this  Agreement  will  have  any  benefit  under  this  Agreement  nor  have
third-party  beneficiary  rights as a result of any of the Loan  Documents,  nor
will any party be  entitled to rely on any  actions or  inactions  of DFS or its
agents, all of which are done for the sole benefit and protection of DFS.

      14.10  Protection or  Preservation  of  Collateral.  DFS will not have any
contractual duty to protect,  insure,  collect or realize upon the Collateral or
preserve  rights in it against prior  parties.  DFS will not be  responsible  or
liable for any shortage, discrepancy, damage, loss or destruction of any part of
the Collateral regardless of the cause.

      14.11  Relationship  of the  Parties.  Neither  DFS on the  one  hand  nor
Borrower on the other hand will be deemed a partner,  joint  venturer or related
entity of the other by reason of the Loan Documents.

      14.12 Reversal of Payments. To the extent that Borrower makes a payment or
payments to DFS,  which  payment or payments or proceeds or any part thereof are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or  required  to be repaid to a trustee,  receiver  or any other party under any
bankruptcy  law, state or federal law, common law, or equitable  cause,  then to
the extent of such payment or proceeds  received,  the Credit  Facility  will be
revived and  continue in full force and effect,  as if such  payment or proceeds
had not been received by DFS.

      14.13 Severability.  If any provision of this Agreement (either generally,
or as to a specific  application  to a set of facts) will be held to be invalid,
illegal or unenforceable,  such invalidity,  illegality or unenforceability will
not affect any other provision of this Agreement (either in its entirety,  or as
to or the  application  of such  provision to any other set of facts),  but this
Agreement  will  be  construed  as if such  invalid,  illegal  or  unenforceable
provision never had been included in this Agreement.

      14.14 Maximum Interest. Borrower acknowledges that DFS intends to strictly
conform to the applicable usury laws governing this Agreement. Regardless of any
provision  contained  herein or in any other  document  executed or delivered in
connection  herewith or therewith,  DFS shall never be deemed to have contracted
for,  charged or be entitled  to  receive,  collect or apply as interest on this
Agreement  (whether  termed interest herein or deemed to be interest by judicial
determination  or operation of law),  any amount in excess of the maximum amount
allowed by  applicable  law, and, if DFS ever  receives,  collects or applies as
interest any such excess,  such amount which would be excessive interest will be
applied  first to the  reduction  of the unpaid  principal  balances of advances
under  this  Agreement,  and,  second,  any  remaining  excess  will  be paid to
Borrower.  In determining  whether or not the interest paid or payable under any
specific contingency exceeds the highest lawful rate, Borrower and DFS shall, to
the  maximum  extent  permitted  under  applicable  law:  (a)  characterize  any
non-principal  payment  (other than payments  which are expressly  designated as
interest payments  hereunder) as an expense or fee rather than as interest;  (b)
exclude voluntary  pre-payments and the effect thereof; and (c) spread the total
amount of  interest  throughout  the entire term of this  Agreement  so that the
interest rate is uniform throughout such term.

      14.15  Waivers by DFS.  DFS may at any time or from time to time waive all
or any rights under any of the Loan  Documents,  but any waiver or indulgence at
any  time or from  time to time  will not  constitute,  unless  specifically  so
expressed by DFS in writing, a future waiver by DFS of performance by Borrower.

      14.16  Survival.  The grant of  security  interest  herein  to secure  all
Obligations,  and  all  provisions  relating  to  the  Collateral  will  survive
termination of this Agreement and will remain in full force and effect until all
Obligations have been paid in full and this Agreement has been  terminated.  The
Agreement to arbitrate all Disputes will survive termination of this Agreement.


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      14.17 Participations;  Assignments.  DFS may, at any time and from time to
time, grant  participations to lender(s)  acceptable to Borrower in its interest
in this Agreement or any Loan Document, or of any portion thereof, or assign its
interest in this Agreement or any Loan Document, or any portion thereof, without
the  consent  of  Borrower,  but DFS will  provide  Borrower  notice  as soon as
practical after sale to an unaffiliated  third party.  DFS shall not be required
to provide  notice to Borrower of any sale or assignment to (a) a parent company
or  subsidiary  of DFS or (b) any  entity  majority  owned by DFS so long as DFS
continues to service the Loans under this Agreement.

      14.18  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  and either of the parties  hereto may  execute  this  Agreement  by
signing any such counterpart.

      14.19  Information.  DFS  may  provide  to any  third  party  any  credit,
financial  or other  information  on  Borrower  that  DFS may from  time to time
possess.

      14.20 Release.  Borrower releases DFS from all claims and causes of action
which Borrower may now or hereafter have for any loss or damage to it claimed to
be caused by or arising  from:  (a) any  failure of DFS to  protect,  enforce or
collect, in whole or in part, any Account;  (b) DFS' notification to any Account
Debtors  thereon of DFS'  security  interest  in any of the  Accounts;  (c) DFS'
directing any Account  Debtor to pay any sum owing to Borrower  directly to DFS;
and (d) any  other  act or  omission  to act on the part of DFS,  its  officers,
agents or employees, except for willful misconduct or gross negligence. DFS will
have no obligation to preserve rights to Accounts against prior parties.

      14.21   Miscellaneous.   Time  is  of  the  essence  regarding  Borrower's
performance of its obligations to DFS  notwithstanding  any course of dealing or
custom on DFS' part to grant extensions of time. Borrower's liability under this
Agreement is direct and unconditional and will not be affected by the release or
nonperfection  of any security  interest  granted  hereunder.  DFS will have the
right to refrain  from or postpone  enforcement  of this  Agreement or any other
Loan Documents  without  prejudice and the failure to strictly  enforce the Loan
Documents  will not be construed as having  created a course of dealing  between
DFS and  Borrower  contrary to the  specific  terms of the Loan  Documents or as
having  modified,  released  or  waived  the  same.  The  express  terms of this
Agreement  and the other Loan  Documents  will not be  modified by any course of
dealing,  usage of trade,  or custom of trade which may  deviate  from the terms
hereof.  If Borrower fails to pay any taxes, fees or other obligations which may
impair DFS' interest in the Collateral, or fails to keep the Collateral insured,
DFS may, but shall not be required to, pay such taxes,  fees or obligations  and
pay the cost to insure  the  Collateral,  and the  amounts  paid will be: (a) an
additional  debt owed by  Borrower  to DFS,  which  shall be  subject to finance
charges  as  provided  herein;  and (b) due and  payable  immediately  in  full.
Borrower  agrees  to pay all of DFS'  reasonable  attorneys'  fees and  expenses
incurred by DFS in enforcing DFS' rights hereunder.

      14.22  Waivers by Borrower.  Borrower  irrevocably  waives notice of: DFS'
acceptance  of  this  Agreement,   presentment,   demand,  protest,  nonpayment,
nonperformance,  and dishonor.  Borrower and DFS irrevocably waive all rights to
claim any  punitive  and/or  exemplary  damages.  Borrower  waives all rights of
offset and counter  claims  Borrower may have against DFS.  Borrower  waives all
notices of default and non-payment at maturity of any or all of the Accounts.

      14.23 NO ORAL  AGREEMENTS.  ORAL  AGREEMENTS OR COMMITMENTS TO LEND MONEY,
EXTEND  CREDIT  OR TO  FORBEAR  FROM  ENFORCING  REPAYMENT  OF A DEBT  INCLUDING
PROMISES  TO EXTEND OR RENEW  SUCH DEBT ARE NOT  ENFORCEABLE.  TO  PROTECT  YOU,
(BORROWER(S)) AND US (CREDITOR) FROM  MISUNDERSTANDING  OR  DISAPPOINTMENT,  ANY
AGREEMENTS WE REACH  COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING,  WHICH

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IS THE COMPLETE AND EXCLUSIVE  STATEMENT OF THE AGREEMENT  BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.  THERE ARE NO  UNWRITTEN  AGREEMENTS
BETWEEN THE PARTIES.

      14.24 Use of Counsel and Receipt of Agreement.  Borrower acknowledges that
it  has  received  a  true  and  complete  copy  of  this  Agreement.   Borrower
acknowledges that it has (a) had representation of counsel during negotiation of
this Agreement, and (b) read and understood this Agreement.

      14.25 Facsimiles,  Etc.  Notwithstanding  anything herein to the contrary:
(a)  DFS  may  rely on any  facsimile  copy,  electronic  data  transmission  or
electronic data storage of any statement,  statement of  transaction,  financial
statements  or other  reports,  and (b) such  facsimile  copy,  electronic  data
transmission or electronic data storage will be deemed an original, and the best
evidence thereof for all purposes,  including,  without  limitation,  under this
Agreement or any other Loan Documents,  and for all evidentiary  purposes before
any arbitrator, court or other adjudicatory authority.

      14.26 Power of Attorney. Borrower irrevocably appoints DFS (and any Person
designated by it) as Borrower's  true and lawful  Attorney with full power to at
any time,  in the  discretion of DFS (whether or not a Default has occurred) to:
(a) endorse the name of Borrower upon any of the items of payment of proceeds of
the Collateral and deposit the same in the account of DFS for application to the
Obligations;  and (b) sign the name of  Borrower  to verify the  accuracy of the
Accounts;  and (only  after a Default  has  occurred)  to:  (c) sign the name of
Borrower  on any  document  or  instrument  that DFS  shall  deem  necessary  or
appropriate  to perfect and maintain  perfected  the  security  interests in the
Collateral  under this  Agreement  and other Loan  Documents;  (d)  initiate and
settle any insurance claim and endorse Borrower's name on any check,  instrument
or other item of  payment;  (e)  endorse  the name of  Borrower  upon  financing
statements,  instruments,   Certificates  of  Title  and  Statements  of  Origin
pertaining to the Collateral;  (f) supply omitted information and correct errors
in any documents  between DFS and Borrower;  and (g) do anything to preserve and
protect the Collateral and DFS' rights and interest therein; (h) demand payment,
enforce payment and otherwise  exercise all of Borrower's  rights,  and remedies
with respect to the collection of any Accounts; (i) settle, adjust,  compromise,
extend  or renew any  Accounts;  (j)  settle,  adjust  or  compromise  any legal
proceedings  brought to collect any  Accounts;  (k) sell or assign any  Accounts
upon  such  terms,  for such  amounts  and at such time or times as DFS may deem
advisable;  (l) discharge and release any Accounts;  (m) prepare,  file and sign
Borrower's name on any Proof of Claim in Bankruptcy or similar  document against
any Account  Debtor;  (n) endorse the name of Borrower  upon any chattel  paper,
document, instrument,  invoice, freight bill, bill of lading or similar document
or agreement relating to any Account or goods pertaining  thereto;  and (o) take
control in any manner of any item of payments or proceeds  and for such  purpose
to notify the Postal  Authorities  to change the  address  for  delivery of mail
addressed  to  Borrower  to such  address  as DFS may  designate.  This power of
attorney is for value and coupled with an interest and is irrevocable so long as
any Obligations  remain  outstanding and by DFS exercising such right, DFS shall
not waive any right against Borrower until the Obligations are paid in full.

15.  BINDING ARBITRATION

      15.1 Arbitrable Claims.  Except as otherwise specified below, all actions,
disputes,  claims and controversies under common law, statutory law or in equity
of any type or nature  whatsoever  (including,  without  limitation,  all torts,
whether  regarding  negligence,  breach of fiduciary  duty,  restraint of trade,
fraud,   conversion,   duress,   interference,   wrongful   replevin,   wrongful
sequestration,  fraud in the  inducement,  usury or any other tort, all contract
actions,  whether  regarding express or implied terms, such as implied covenants
of good faith, fair dealing, and the commercial reasonableness of any Collateral
disposition,  or any  other  contract  claim,  all  claims  of  deceptive  trade
practices or lender liability,  and all claims questioning the reasonableness or
lawfulness  of any  act),  whether  arising  before  or  after  the date of this
Agreement,  and whether  directly or indirectly  relating to: (a) this Agreement
and/or  any  amendments  and  addenda  hereto,  or  the  breach,  invalidity  or
termination  hereof;  (b) any previous or subsequent  agreement  between DFS and
Borrower;  (c) any act committed by DFS or by any parent company,  subsidiary or
affiliated  company of DFS (the "DFS  Companies"),  or by any  employee,  agent,


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                        Confidential Treatment Requested.


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officer or director of a DFS Company whether or not arising within the scope and
course of employment or other  contractual  representation  of the DFS Companies
provided  that such act  arises  under a  relationship,  transaction  or dealing
between DFS and  Borrower;  and/or (d) any other  relationship,  transaction  or
dealing between DFS and Borrower (collectively the "Disputes"),  will be subject
to and resolved by binding arbitration.

      15.2 Administrative  Body. All arbitration  hereunder will be conducted by
the American Arbitration Association ("AAA"). If the AAA is dissolved, disbanded
or becomes subject to any state or federal bankruptcy or insolvency  proceeding,
the parties will remain subject to binding  arbitration  which will be conducted
by a mutually agreeable arbitral forum. The parties agree that all arbitrator(s)
selected  will be attorneys  with at least five (5) years  secured  transactions
experience.  The arbitrator(s)  will decide if any inconsistency  exists between
the  rules of any  applicable  arbitral  forum  and the  arbitration  provisions
contained  herein.  If such  inconsistency  exists,  the arbitration  provisions
contained  herein  will  control  and  supersede  such  rules.  The  site of all
arbitration proceedings will be in St. Louis County, Missouri.

      15.3  Discovery.   Discovery  permitted  in  any  arbitration   proceeding
commenced  hereunder is limited as follows. No later than thirty (30) days after
the  filing of a claim for  arbitration,  the  parties  will  exchange  detailed
statements  setting forth the facts  supporting the claim(s) and all defenses to
be raised during the arbitration,  and a list of all exhibits and witnesses.  No
later than twenty-one (21) days prior to the  arbitration  hearing,  the parties
will  exchange a final list of all exhibits  and all  witnesses,  including  any
designation  of  any  expert  witness(es)  together  with  a  summary  of  their
testimony; a copy of all documents and a detailed description of any property to
be  introduced  at  the  hearing.   Under  no  circumstances  will  the  use  of
interrogatories,   requests  for  admission,  requests  for  the  production  of
documents or the taking of  depositions be permitted.  However,  in the event of
the  designation of any expert  witness(es),  the following will occur:  (a) all
information  and  documents  relied  upon  by the  expert  witness(es)  will  be
delivered to the  opposing  party,  (b) the opposing  party will be permitted to
depose the expert  witness(es),  (c) the  opposing  party will be  permitted  to
designate rebuttal expert  witness(es),  and (d) the arbitration hearing will be
continued  to the earliest  possible  date that  enables the  foregoing  limited
discovery to be accomplished.

      15.4 Exemplary or Punitive Damages.  The  Arbitrator(s)  will not have the
authority  to  award  exemplary  or  punitive  damages  and  each  party  hereby
irrevocably waives any right to claim any exemplary or punitive damages.

      15.5  Confidentiality  of Awards. All arbitration  proceedings,  including
testimony or evidence at hearings, will be kept confidential, although any award
or order rendered by the  arbitrator(s)  pursuant to the terms of this Agreement
may be entered as a judgment  or order in any state or federal  court and may be
confirmed within the federal  judicial  district which includes the residence of
the party against whom such award or order was entered.  This Agreement concerns
transactions   involving   commerce  among  the  several  states.   The  Federal
Arbitration  Act,  Title 9 U.S.C.  Sections 1 et seq.,  as amended  ("FAA") will
govern all arbitration(s) and confirmation proceedings hereunder.

      15.6  Prejudgment  and  Provisional  Remedies.   Nothing  herein  will  be
construed  to  prevent  DFS'  or  Borrower's  use of  bankruptcy,  receivership,
injunction, repossession, replevin, claim and delivery, sequestration,  seizure,
attachment,  foreclosure,  dation and/or any other  prejudgment  or  provisional
action or remedy  relating to any Collateral for any current or future debt owed
by either  party to the other.  Any such action or remedy will not waive DFS' or
Borrower's right to compel arbitration of any Dispute.

      15.7  Attorneys'  Fees. If either  Borrower or DFS brings any other action
for judicial  relief with respect to any Dispute  (other than those set forth in
Section 15.6) the party bringing such action will be liable for and  immediately
pay all of the other  party's  costs and expenses  (including  attorneys'  fees)
incurred  to stay or dismiss  such  action  and remove or refer such  Dispute to
arbitration.  If either Borrower or DFS brings or appeals an action to vacate or
modify an arbitration award and such party does not prevail, such party will pay

                                       35

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all costs and expenses,  including  attorneys' fees, incurred by the other party
in defending such action.  Except as set forth above, each party will bear their
own costs and expenses (including attorneys' fees).

     15.8 Limitations.  Any arbitration proceeding must be instituted:  (a) with
respect to any Dispute for the  collection  of any debt owed by either  party to
the other,  within two (2) years after the date the last payment was received by
the instituting party; and (b) with respect to any other Dispute, within two (2)
years after the date the incident giving rise thereto  occurred,  whether or not
any damage was  sustained  or capable of  ascertainment  or either party knew of
such incident. Failure to institute an arbitration proceeding within such period
will constitute an absolute bar and waiver to the institution of any proceeding,
whether arbitration or a court proceeding, with respect to such Dispute.

       15.9 Survival After Termination.  The agreement to arbitrate will survive
the termination of this Agreement.

16.  INVALIDITY/UNENFORCEABILITY  OF BINDING  ARBITRATION.  IF THIS AGREEMENT IS
FOUND TO BE NOT SUBJECT TO ARBITRATION, ANY LEGAL PROCEEDING WITH RESPECT TO ANY
DISPUTE WILL BE TRIED IN A COURT OF COMPETENT  JURISDICTION BY A JUDGE WITHOUT A
JURY. BORROWER AND DFS WAIVE ANY RIGHT TO A JURY TRIAL IN ANY SUCH PROCEEDING.

17.  GOVERNING  LAW.  Borrower  acknowledges  and agrees that this and all other
agreements  between  Borrower  and  DFS  have  been  substantially   negotiated,
accepted,  and  will be  substantially  performed,  in the  state  of  Michigan.
Accordingly,  Borrower  agrees  that  all  Disputes  will be  governed  by,  and
construed  in  accordance  with,  the laws of such  state,  except to the extent
inconsistent  with the  provisions of the FAA which shall control and govern all
arbitration proceedings hereunder.

     IN WITNESS  WHEREOF,  the parties have, by their duly authorized  officers,
executed this Agreement as of the Effective Date.

THIS AGREEMENT  CONTAINS BINDING  ARBITRATION,  JURY WAIVER AND PUNITIVE DAMAGES
WAIVER PROVISIONS


ATTEST:                                TRAVIS BOATS & MOTORS, INC.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer



ATTEST:                                TBC Arkansas, Inc.
                                       An Arkansas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer


                                       36
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ATTEST:                                Travis Boating Center Arlington, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center Beaumont, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center  Oklahoma, Inc.
                                       A Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center Tennessee, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Snowden Marine, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      -----------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Falcon Marine, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      -----------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer


                                       37



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with the Commission.


ATTEST:                                Falcon Marine Abilene, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      -----------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center of Alabama, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name: Michael B. Perrine
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center Louisiana, Inc.
                                       a Louisiana corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                       Print Name:
Print Name: David Rogalski                Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boats & Motors Baton Rouge, Inc.
                                       a Louisiana corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                    Print Name: Michael B. Perrine
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center Mississippi, Inc.
                                       a Texas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                    Print Name:
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer

ATTEST:                                Travis Boating Center Little Rock, Inc.
                                       An Arkansas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                    Print Name:
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer


                                       38


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ATTEST:                                Red River Marine Arkansas, Inc.
                                       An Arkansas corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                    Print Name:
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer

ATTEST:                                Shelby Marine Center, Inc.
                                       a Tennessee corporation

                                       By:
------------------------------------      ------------------------------------
Assistant Secretary                    Print Name:
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer

ATTEST:                                Shelby Marine Pickwick, LLC
                                       a Tennessee limited liability company

                                       By: Travis Boating Center Tennessee, Inc.
------------------------------------
                                       By:
Assistant Secretary                    Print Name:
Print Name: David Rogalski             Title: CFO, Secretary & Treasurer

                                       DEUTSCHE FINANCIAL SERVICES CORPORATION

                                       By:
                                       Print Name:
                                       Title:
                                       Accepted at Troy, Michigan


                                       39
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<TABLE>
<CAPTION>


                                INDEX OF EXHIBITS
               <S>                                        <C>

               EXHIBIT 2.3                                Borrowing Base Certificate

               EXHIBIT 6.1.10                             President's Certificate

               EXHIBIT 6.1.11                             Secretary's Certificate of Resolution and Incumbency

               EXHIBIT 7.3                                Litigation

               EXHIBIT 7.5                                Liens

               EXHIBIT 7.7                                Subsidiaries

               EXHIBIT 7.9                                PRINCIPAL PLACE OF BUSINESS

               EXHIBIT 7.11                               FEDERAL IDENTIFICATION NUMBER

               EXHIBIT 7.17                               Collateral Locations

               EXHIBIT 7.18                               Real Property Owned or Leased

               EXHIBIT 8.1.10(c)                          LOAN AND SECURITY
                                                          AGREEMENT CERTIFICATIONS

               EXHIBIT 9.3                                COVENANT COMPLIANCE CERTIFICATE

</TABLE>

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with the Commission.

                                   EXHIBIT 2.3

                           BORROWING BASE CERTIFICATE

Travis Boats & Motors, Inc.
Deutsche Financial Services
Borrowing Base Certificate

On Revolving Line of Credit for all Stores outside of Florida and Georgia
                           At ________________________
<TABLE>
<CAPTION>
<S>                                                                                        <C>            <C>

(1.)

(1.1) Eligible new inventory aged less than 540 days from date of invoice:                                $
                                              x (times) advance rate of 100%                                __________
                                                     = (equals) amount eligible to borrow:                $

(1.2)  Eligible new inventory aged more than 540 days but not more than 720 days
from date of invoice:                                                                                     $
                                              x (times) advance rate of 90%                                 __________
                                                     = (equals) amount eligible to borrow:                $

(2.)

(2.1) The lesser of $5MM of eligible used inventory held for not more than 365 days:                      $
                                                     x (times) advance rate of 70%                        __________
                                                     = (equals) amount eligible to borrow:                $


(3.)

The lesser of $3MM or 50% of the cost of eligible parts inventory:

                                            Total eligible parts inventory:                               $
                                                     x (times) advance rate of 50%                        __________
                                                     = (equals) amount eligible to borrow:                $

(4.)

The lesser of $8MM or 80% of the net book value of eligible accounts  (Contracts
in Transit):

                                            Total eligible Contracts in Transit:                                   $
                                                     x (times) advance rate of 80%                        __________
                                                     = (equals) amount eligible to borrow:                $

                           Equals Total Proposed Borrowing Base Certificate                $___________
                                    (Not to exceed $36MM)
</TABLE>

Borrower:           Travis Boats & Motors, Inc. and subsidiaries
                    --------------------------------------------
By:
                    --------------------------------------------
Signor:
                    --------------------------------------------


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                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B.  Perrine,  Vice  President and CFO of Travis Boats & Motors,
Inc., a Texas  corporation,  ("Borrower"),  hereby certify to Deutsche Financial
Services Corporation ("DFS"), in connection with the Loan and Security Agreement
dated as of January 31, 2000  between  Travis  Boats and  Motors,  Inc.  and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

      3.  After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                               TRAVIS BOATS & MOTORS, INC.

                                               By:____________________________
                                                  Title: Vice President & CFO
                                                         ---------------------



                                       42

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of TBC Arkansas,  Inc., an
Arkansas  corporation,   ("Borrower"),  hereby  certify  to  Deutsche  Financial
Services Corporation ("DFS"), in connection with the Loan and Security Agreement
dated as of January 31, 2000  between  Travis  Boats and  Motors,  Inc.  and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

      3.  After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                               TBC Arkansas, Inc.

                                By:_________________________________
                                   Title: President



                                       43
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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Arlington, Inc., a Texas corporation,  ("Borrower"),  hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                       Travis Boating Center Arlington, Inc.

                                       By:_________________________________
                                          Title: President




                                       44

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I,  Michael B.  Perrine,  Vice  President  and CFO Travis  Boating  Center
Beaumont,  Inc., a Texas corporation,  ("Borrower"),  hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                    Travis Boating Center Beaumont, Inc.

                                    By:_________________________________
                                       Title: President




                                       45

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with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Oklahoma,  Inc., a Texas corporation,  ("Borrower"),  hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

      3.  After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                         Travis Boating Center  Oklahoma, Inc.

                                         By:_________________________________
                                         Title: President



                                       46

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Tennessee, Inc., a Texas corporation,  ("Borrower"),  hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                    Travis Boating Center Tennessee, Inc.

                                    By:_________________________________
                                       Title: President


                                       47



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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice President and CFO of Travis  Snowden  Marine,
Inc., a Texas  corporation,  ("Borrower"),  hereby certify to Deutsche Financial
Services Corporation ("DFS"), in connection with the Loan and Security Agreement
dated as of January 31, 2000  between  Travis  Boats and  Motors,  Inc.  and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                        Travis Snowden Marine, Inc.

                                        By:_________________________________
                                           Title: President




                                       48

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice President and CFO of Falcon  Marine,  Inc., a
Texas corporation,  ("Borrower"),  hereby certify to Deutsche Financial Services
Corporation ("DFS"), in connection with the Loan and Security Agreement dated as
of January 31, 2000 between Travis Boats and Motors,  Inc. and its  Subsidiaries
set forth therein (individually, collectively, jointly and severally "Borrower")
and DFS (the  "Agreement";  terms defined in the Agreement are used herein as so
defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                               Falcon Marine, Inc.

                               By:_________________________________
                                  Title: President

                                       49

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                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Falcon Marine  Abilene,
Inc., a Texas  corporation,  ("Borrower"),  hereby certify to Deutsche Financial
Services Corporation ("DFS"), in connection with the Loan and Security Agreement
dated as of January 31, 2000  between  Travis  Boats and  Motors,  Inc.  and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the Agreement are correct on and as of the
date hereof as though made on and as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                     Falcon Marine Abilene, Inc.

                                     By:_________________________________
                                        Title: President


                                       50
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with the Commission.


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Alabama,  Inc., a Texas  corporation,  ("Borrower"),  hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                          Travis Boating Center Alabama, Inc.

                                          By:_________________________________
                                             Title: President


                                       51

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Louisiana,  Inc.,  a  Louisiana  corporation,  ("Borrower"),  hereby  certify to
Deutsche Financial Services Corporation ("DFS"), in connection with the Loan and
Security Agreement dated as of January 31, 2000 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the Agreement are correct on and as of the
date hereof as though made on and as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                        Travis Boating Center Louisiana, Inc.

                                         By:_________________________________
                                            Title: President

                                       52

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with the Commission.

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B.  Perrine,  Vice  President  and CFO of Travis Boats & Motors
Baton Rouge,  Inc., a Louisiana  corporation,  ("Borrower"),  hereby  certify to
Deutsche Financial Services Corporation ("DFS"), in connection with the Loan and
Security Agreement dated as of January 31, 2000 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the funding of the Loans to be made by DFS to Borrower on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                         Travis Boats & Motors Baton Rouge, Inc.

                                         By:_________________________________
                                            Title: President


                                       53

<PAGE>

                        Confidential Treatment Requested.


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


                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Mississippi, Inc., a Texas corporation, ("Borrower"), hereby certify to Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on
the date hereof, which constitutes a Default; and

      3.  After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                  Travis Boating Center Mississippi, Inc.

                                  By:_________________________________
                                     Title: President


                                       54

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Little Rock,  Inc., an Arkansas  corporation,  ("Borrower"),  hereby  certify to
Deutsche Financial Services Corporation ("DFS"), in connection with the Loan and
Security Agreement dated as of January 31, 2000 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

       1. The  representations and warranties of Borrower contained in Section 7
of the  Agreement are correct on and as of the date hereof as though made on and
as of such date;

       2. No event has occurred and is continuing, or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

       3. After the  funding of the Loans to be made by DFS to  Borrower  on the
date  hereof,  Borrower  will be in full  compliance  with all of the  terms and
provisions of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                              Travis Boating Center Little Rock, Inc.

                              By:_________________________________
                                 Title: President


                                       55

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Red River Marine Center
Arkansas,  Inc.,  an  Arkansas  corporation,  ("Borrower"),  hereby  certify  to
Deutsche Financial Services Corporation ("DFS"), in connection with the Loan and
Security Agreement dated as of January 31, 2000 between Travis Boats and Motors,
Inc. and its Subsidiaries set forth therein (individually, collectively, jointly
and  severally  "Borrower")  and DFS  (the  "Agreement";  terms  defined  in the
Agreement are used herein as so defined), that:

     1. The representations and warranties of Borrower contained in Section 7 of
the  Agreement are correct on and as of the date hereof as though made on and as
of such date;

     2. No event has occurred and is  continuing,  or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

     3. After the funding of the Loans to be made by DFS to Borrower on the date
hereof, Borrower will be in full compliance with all of the terms and provisions
of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                                 Red River Marine Arkansas, Inc.


                                                 By:____________________________
                                                    Title: President


                                       56



<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President  and CFO of Shelby Marine  Center,
Inc.,  a  Tennessee  corporation,   ("Borrower"),  hereby  certify  to  Deutsche
Financial Services Corporation ("DFS"), in connection with the Loan and Security
Agreement dated as of January 31, 2000 between Travis Boats and Motors, Inc. and
its  Subsidiaries  set forth therein  (individually,  collectively,  jointly and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

     1. The representations and warranties of Borrower contained in Section 7 of
the  Agreement are correct on and as of the date hereof as though made on and as
of such date;

     2. No event has occurred and is  continuing,  or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

     3. After the funding of the Loans to be made by DFS to Borrower on the date
hereof, Borrower will be in full compliance with all of the terms and provisions
of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                                      Shelby Marine Center, Inc.


                                                      By:_______________________
                                                         Title: President


                                       57



<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.10

                              OFFICER'S CERTIFICATE

      I, Michael B. Perrine,  Vice  President and CFO of Travis  Boating  Center
Tennessee,  Inc.,  the sole member of Shelby Marine  Pickwick,  LLC, a Tennessee
limited liability  company,  ("Borrower"),  hereby certify to Deutsche Financial
Services Corporation ("DFS"), in connection with the Loan and Security Agreement
dated as of January 31, 2000  between  Travis  Boats and  Motors,  Inc.  and its
Subsidiaries  set  forth  therein  (individually,   collectively,   jointly  and
severally  "Borrower") and DFS (the "Agreement";  terms defined in the Agreement
are used herein as so defined), that:

     1. The representations and warranties of Borrower contained in Section 7 of
the  Agreement are correct on and as of the date hereof as though made on and as
of such date;

     2. No event has occurred and is  continuing,  or would result from any Loan
being made to Borrower under the Agreement on the date hereof, which constitutes
a Default; and

     3. After the funding of the Loans to be made by DFS to Borrower on the date
hereof, Borrower will be in full compliance with all of the terms and provisions
of the Agreement.

      IN WITNESS  WHEREOF,  I have signed this Certificate as of the 31st day of
January, 2000.

                                           Shelby Marine Pickwick, LLC



                                           Travis Boating Center Tennessee, Inc.
                                           Member


                                           By:__________________________________
                                              Title: President


                                       58



<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                                      By:_______________________
                                                         Secretary
                                                      --------------------------
                                                      Company

                                       59
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                                      By:_______________________
                                                         Secretary
                                                      TBC Arkansas, Inc.

                                       60
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Arlington, Inc.

                                       61
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Beaumont, Inc.


                                       62
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Oklahoma, Inc.


                                       63
<PAGE>

                        Confidential Treatment Requested.


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


                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Tennessee, Inc.

                                       64
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Snowden Marine, Inc.

                                       65
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:



President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Falcon Marine, Inc.


                                       66

<PAGE>


                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Falcon Marine Abilene, Inc.


                                       67

<PAGE>

                        Confidential Treatment Requested.


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


                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:



President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Alabama, Inc.


                                       68
<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                           By:__________________________________
                                              Secretary
                                           Travis Boating Center Louisiana, Inc.


                                       69

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                         By:____________________________________
                                            Secretary
                                         Travis Boats & Motors Baton Rouge, Inc.

                                       70
<PAGE>


                        Confidential Treatment Requested.


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


                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:

President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                         By:____________________________________
                                            Secretary
                                         Travis Boating Center Mississippi, Inc.


                                       71
<PAGE>

                        Confidential Treatment Requested.


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


                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                         By:____________________________________
                                            Secretary
                                         Travis Boating Center Little Rock, Inc.

                                       72

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                         By:____________________________________
                                            Secretary
                                         Red River Marine Arkansas, Inc.


                                       73

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 6.1.11

              SECRETARY'S CERTIFICATE OF RESOLUTION AND INCUMBENCY

      I  certify  that  I  am  the  Secretary  or  Assistant  Secretary  of  the
corporation  named below, and that the following  completely and accurately sets
forth certain  resolutions of the Board of Directors of the corporation  adopted
at a special meeting thereof held on due notice (and with shareholder  approval,
if required by law), at which  meeting there was present a quorum  authorized to
transact the business  described  below, and that the proceedings of the meeting
were in accordance with the certificate of incorporation, charter and by-laws of
the corporation, and that they have not been revoked, annulled or amended in any
manner whatsoever.

      Upon  motion  duly  made  and  seconded,   the  following  resolution  was
unanimously adopted after full discussion:

      "RESOLVED,  That the  several  officers,  directors,  and  agents  of this
corporation,  or any one or more of them, are hereby authorized and empowered on
behalf of this corporation: to obtain financing from Deutsche Financial Services
Corporation  ('DFS')  in such  amounts  and on  such  terms  as  such  officers,
directors or agents deem proper; to enter into financing,  security,  pledge and
other agreements with DFS relating to the terms upon which such financing may be
obtained  and security  and/or  other credit  support is to be furnished by this
corporation  therefor;  from  time to time  to  supplement  or  amend  any  such
agreements;  execute and deliver any and all assignments and schedules; and from
time to  time  to  pledge,  assign,  mortgage,  grant  security  interests,  and
otherwise  transfer,  to DFS as collateral  security for any obligations of this
corporation  to  DFS,   whenever  and  however  arising,   any  assets  of  this
corporation,  whether now owned or  hereafter  acquired;  the Board of Directors
hereby  ratifying,  approving  and  confirming  all that  any of said  officers,
directors or agents have done or may do with respect to the foregoing."

        I do  further  certify  that the  following  are the names and  specimen
signatures  of the officers  and agents of said  corporation  so  empowered  and
authorized, namely:


President:               Mark Walton                      /s/ Mark Walton
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Secretary:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Treasurer:               Michael B. Perrine               /s/ Michael B. Perrine
                         -------------------              ----------------------
                                 (Print Name)                        (Signature)

Assistant Secretary:     David Rogalski                   /s/ David Rogalski
                         --------------------             ----------------------
                                 (Print Name)                        (Signature)

Witness by hand and seal of said corporation this 31st day of January, 2000.
  (seal)


                                         By:____________________________________
                                            Secretary
                                         Shelby Marine Center, Inc.


                                       74

<PAGE>

                        Confidential Treatment Requested.


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

                                   EXHIBIT 7.3

                                   LITIGATION

                                      NONE


                                       75

<PAGE>


                        Confidential Treatment Requested.


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


                                   EXHIBIT 7.5

                                      LIENS

                          [To be provided by Borrower]


                                       76

<PAGE>

                        Confidential Treatment Requested.


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



                                   EXHIBIT 7.7

                                  SUBSIDIARIES

                          [To be provided by Borrower]



                                       77
<PAGE>

                        Confidential Treatment Requested.


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

                                   EXHIBIT 7.9

<TABLE>
<CAPTION>

                           Principal Place of Business

         Borrower                                         Chief Executive Office & Principal Place of Business

<S>                                                       <C>
Travis Boats & Motors, Inc.                               5000 Plaza on the Lake, Suite 250, Austin, TX  78746

TBC Arkansas, Inc.                                        5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Arlington, Inc.                     5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Beaumont, Inc.                      5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center  Oklahoma, Inc.                     5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Tennessee, Inc.                     5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Snowden Marine, Inc.                               5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Falcon Marine, Inc.                                       5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Falcon Marine Abilene, Inc.                               5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Alabama, Inc.                       5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Louisiana, Inc.                     5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boats & Motors Baton Rouge, Inc.                   5000 Plaza on the Lake, Suite 250, Austin, TX  78746

Travis Boating Center Mississippi, Inc.                   5000 Plaza on the Lake, Suite 250, Austin, TX  78746


</TABLE>

                                       78
<PAGE>

                        Confidential Treatment Requested.


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

                                  EXHIBIT 7.11

                          Federal Identification Number

            Borrower                               Federal Identification Number

Travis Boats & Motors, Inc.                                   74-2024798

TBC Arkansas, Inc.                                            71-0778068

Travis Boating Center Arlington, Inc.                         74-2729924

Travis Boating Center Beaumont, Inc.                          76-0417965

Travis Boating Center  Oklahoma, Inc.                         73-1537894

Travis Boating Center Tennessee, Inc.                         62-1657878

Travis Snowden Marine, Inc.                                   75-1904801

Falcon Marine, Inc.                                           75-1855086

Falcon Marine Abilene, Inc.                                   75-2294963

Travis Boating Center Alabama, Inc.                           63-1178164

Travis Boating Center Louisiana, Inc.                         72-1309885

Travis Boats & Motors Baton Rouge, Inc.                       72-1224466

Travis Boating Center Mississippi, Inc.                       74-2836226


                                       79

<PAGE>

                        Confidential Treatment Requested.


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

                                 EXHIBIT 7.17

                              COLLATERAL LOCATIONS

Borrower                               Addresses

Travis Boats & Motors, Inc.            13045 Research Blvd., Austin, TX 78750
                                       7530 North Freeway, Houston, TX 77037
                                       12300 IH 10 West, San Antonio, TX 78230

Travis Boating Center Alabama, Inc.    4120 Florence Blvd. (Rt. 7, Box 1),
                                         Florence, AL 35634 (35630)
                                       2006 Fisher Street, Huntsville, AL 35803

TBC Arkansas, Inc.                     2001 Hwy. 25 North, Heber Springs, AR
                                         72543
                                       3034 Albert Pike, Hot Springs, AR 71913
                                       6500 S. University Avenue, Little Rock,
                                         AR 72209
                                       120 Grider Field Ladd Road, Pine Bluff,
                                         AR 71601

Travis Boats & Motors Baton Rouge,
     Inc.                              14369 Florida Blvd., Baton Rouge, LA
                                         70819

Travis Boating Center Louisiana, Inc.  3725 East Texas, Bossier City, LA 71111
                                       1700 E. Main Street, New Iberia, LA 70560
                                       10567 W. Airline Dr., St. Rose, LA 70087

Travis Boating Center Mississippi,
     Inc.                              4929 Denny Highway, Pascagoula, MS 39581

Travis Boating Center Oklahoma, Inc.   2100 SW Hwy 66, Claremore, OK 74017

Travis Boating Center Tennessee, Inc.  10080 Highway 57 S., Counce, TN 38365
                                       6737 Summer Ave., Memphis, TN 38134
                                       1089 W. Main Street, Hendersonville, TN
                                         37075
                                       1820 W. Lamar Alexander Pkwy., Maryville,
                                         TN 37801
                                       38 Marina Lane, Winchester, TN 37398

Falcon Marine Abilene, Inc.            1201 East Highway 80, Abilene, TX 79601

Travis Boating Center Arlington, Inc.  1900 E. Division, Arlington, TX 76011

Travis Boating Center Beaumont         7660 College St., Beaumont, TX 77707

Travis Snowden Marine, Inc.            1320 S. Stemmons, Lewisville, TX 75067

Falcon Marine, Inc.                    1920 N. Loop 250 W., Midland, TX 79707



                                       80
<PAGE>

                        Confidential Treatment Requested.


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

                                  EXHIBIT 7.18
<TABLE>
<CAPTION>


                          REAL PROPERTY OWNED OR LEASED

Borrower                                    Addresses                                                  Owned/Leased

<S>                                         <C>                                                        <C>
Travis Boats & Motors, Inc.                 13045 Research Blvd., Austin, TX 78750                     Owned
                                            7530 North Freeway, Houston, TX 77037                      Leased
                                            12300 IH 10 West, San Antonio, TX 78230                    Owned

Travis Boating Center Alabama, Inc.         4120 Florence Blvd. (Rt. 7, Box 1),
                                                      Florence, AL 35634 (35630)                       Leased
                                            2006 Fisher Street, Huntsville, AL 35803                   Leased

TBC Arkansas, Inc.                          2001 Hwy. 25 North, Heber Springs, AR 72543                Leased
                                            3034 Albert Pike, Hot Springs, AR  71913                   Owned
                                            6500 S. University Avenue, Little Rock, AR 72209           Owned
                                            120 Grider Field Ladd Road, Pine Bluff, AR 71601           Leased

Travis Boats & Motors
       Baton Rouge, Inc.                    14369 Florida Blvd., Baton Rouge, LA 70819                 Owned

Travis Boating Center Louisiana, Inc.       3725 East Texas, Bossier City, LA 71111                    Owned
                                            1700 E. Main Street, New Iberia, LA 70560                  Leased
                                            10567 W. Airline Dr., St. Rose, LA 70087                   Leased

Travis Boating Center Mississippi, Inc.     4929 Denny Highway, Pascagoula, MS 39581                   Owned

Travis Boating Center Oklahoma, Inc.        2100 SW Hwy 66, Claremore, OK 74017                        Owned

Travis Boating Center Tennessee, Inc.       10080 Highway 57 S., Counce, TN 38365                      Leased
                                            6737 Summer Ave., Memphis, TN 38134                        Leased
                                            1089 W. Main Street, Hendersonville, TN 37075              Leased
                                            1820 W. Lamar Alexander Pkwy., Maryville, TN 37801         Leased
                                            38 Marina Lane, Winchester, TN 37398                       Leased

Falcon Marine Abilene, Inc.                 1201 East Highway 80, Abilene, TX 79601                    Owned

Travis Boating Center Arlington, Inc.       1900 E. Division, Arlington, TX 76011                      Leased

Travis Boating Center Beaumont              7660 College St., Beaumont, TX 77707                       Owned

Travis Snowden Marine, Inc.                 1320 S. Stemmons, Lewisville, TX 75067                     Owned

Falcon Marine, Inc.                         1920 N. Loop 250 W., Midland, TX 79707                     Owned

</TABLE>


                                       81
<PAGE>

                        Confidential Treatment Requested.


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



                                EXHIBIT 8.1.10(c)

                   LOAN AND SECURITY AGREEMENT CERTIFICATIONS

                                   AS OF , 20

     In  accordance  with Section  8.1.10(c) of the Loan and Security  Agreement
dated as of January 31, 2000  ("Agreement"),  among Travis Boats & Motors,  Inc.
and its Subsidiaries  listed therein  (individually,  collectively,  jointly and
severally  "Borrower") and Deutsche  Financial Services  Corporation,  I certify
that:

            (i)   all   Borrower   prepared   quarterly   financial   statements
(Consolidated  Balance Sheet and  Consolidated  Statement of Operations) for the
quarter  ending  _______________,   20__,  all  unaudited,  fairly  present  the
financial  position and results of operations  of Borrower and its  Subsidiaries
and  have  been  prepared  in  accordance  with  generally  accepted  accounting
principles consistently applied.

            (ii) to the best of my knowledge, and after review of the Agreement,
Borrower has kept,  observed,  performed and fulfilled each and every  covenant,
obligation  and agreement  binding upon Borrower under the Agreement and that no
Default has occurred.

                                     Travis Boats & Motors, Inc.
                                     a Texas corporation

                                     On Behalf of Itself and the Other Borrowers

                                     By:________________________________________
                                     Title:_____________________________________

                                       82
<PAGE>

                        Confidential Treatment Requested.


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

                                   EXHIBIT 9.3

                         COVENANT COMPLIANCE CERTIFICATE

                             [To be provided by DFS]


                                       83