EXHIBIT 10.5

                            SUBORDINATION AGREEMENT

     SUBORDINATION  AGREEMENT  dated  as of  December___,  2003,  by  and  among
Transamerica Commercial Finance Corporation, as agent ("Agent") for Transamerica
Commercial Finance Corporation and Deutsche Financial Services Corporation,  now
known as GE Commercial  Distribution  Finance  Corporation  having an address at
5595 Trillium Blvd., Hoffman Estates,  Illinois 60192, and KENNEDY FUNDING, INC.
and ANGLO  FINANCIAL  SERVICING,  LLC, as co-agents  for lenders  (collectively,
"KFI"),  having an address at c/o Kennedy Funding,  Inc., Two University  Plaza,
Suite 402, Hackensack, New Jersey 07601.

     WHEREAS, TRAVIS BOATS & MOTORS BATON ROUGE, INC., and TRAVIS BOATING CENTER
LOUISIANA,  INC.,  (collectively  the  "Borrower")  is now indebted to KFI in an
amount of Five Million Three  Hundred  Thousand and 00  ($5,300,000.00)  Dollars
(the "KFI Debt"); and

     WHEREAS,  Borrower  has  requested,  and may  from  time to time  hereafter
request,  KFI to make or agree to make  loans,  extensions  of  credit  or other
financial accommodations to Borrower (the "Loans"); and

     WHEREAS, Borrower has pledged to Agent liens on the real property described
on Exhibit A attached hereto and made a part hereof ("Mortgaged Property").

     WHEREAS,  KFI, as a condition to the making or  continuation  of the Loans,
has  requested  Agent  to  execute  and  deliver  this  Subordination  Agreement
(together with all schedules and any exhibits  attached hereto and amendments or
modifications hereto in effect from time to time, the "Agreement").

     NOW,  THEREFORE,  in order to induce KFI to make,  or  continue to make the
Loans to Borrower and in consideration thereof, the parties agree as follows:

     1.   Subordination of Liens on Mortgaged Property.  Agent's liens in and to
          the  Mortgaged  Property  including,  but not  limited  to, a Multiple
          Indebtedness  Mortgage,  Assignment of Rents and Security Agreement by
          Travis Boats & Motors Baton Rouge,  Inc., to  Transamerica  Commercial
          Finance Corporation, not individually,  but solely as collateral agent
          for Transamerica Commercial Finance Corporation and Deutsche Financial
          Services,  Inc.,  dated May 8, 2002 and recorded  September 8, 2003 in
          Orig.  265, Bndl.  11523,  are hereby  immediately  made  subordinate,
          junior and postponed in priority and effect to the priority and effect
          of the security  interest  created by all mortgages and deeds of trust
          on the Mortgaged  Property given by Borrower to KFI, together with all
          amendments,  modifications,  renewals,  or extensions  thereof, to the
          extent  of the  principal  amount  of the  KFI  Loans,  plus  interest
          accrued,  late  charges and out of pocket  expenses of KFI relating to
          the enforcement of KFI's mortgages and deeds of trust on the Mortgaged
          Property,  as if  KFI's  liens  on the  Mortgaged  Property  had  been
          perfected by timely filing of mortgages and/or deeds of trust prior to
          the time the liens of Agent  with  respect to the  Mortgaged  Property
          were  perfected.  Agent  agrees  to  execute  and  deliver  to KFI all
          subordinations  of lien,  in form and manner  satisfactory  to KFI and
          Agent, necessary to effectuate the purposes of this paragraph and this
          Agreement.

     2.   Notices.  Notices and communications  under this Agreement shall be in
          writing  and  shall  be given by (i)  hand-delivery  or (ii)  reliable
          overnight commercial courier (charges prepaid) to the addresses listed
          in this Agreement. Notice by overnight courier shall be deemed to have
          been given and received on the date scheduled for delivery.  Notice by
          hand-delivery  shall be deemed to have been  given and  received  upon
          delivery.  A party may change its address by giving  written notice to
          the other party as specified herein.

     3.   Costs and Expenses.  Whether or not the  transactions  contemplated by
          this Agreement are fully consummated,  Borrower shall promptly pay (or


<PAGE>

          reimburse,  as KFI may  elect)  all costs and  expenses  which KFI has
          incurred or may hereafter  incur in connection  with the  negotiation,
          preparation, reproduction,  interpretation,  perfection, protection of
          collateral,  administration  and  enforcement of this  Agreement,  the
          collection  of  all  amounts  due  under  this   Agreement,   and  all
          amendments,  modifications,  consents  or  waivers,  if  any,  to this
          Agreement.  The  Borrower's   reimbursement   obligations  under  this
          Paragraph shall survive any termination of this Agreement.

     4.   Governing  Law. This Agreement  shall be construed in accordance  with
          and governed by the substantive  laws of the State of Illinois without
          reference to conflict of laws principles.

     5.   Integration;  Amendment.  This Agreement constitute the sole agreement
          of the parties with respect to the subject  matter  hereof and thereof
          and supersede all oral negotiations and prior writings with respect to
          the subject matter hereof and thereof. No amendment of this Agreement,
          and no waiver  of any one or more of the  provisions  hereof  shall be
          effective  unless  set forth in  writing  and  signed  by the  parties
          hereto.

     6.   Successors  and  Assigns.  This  Agreement  (i) shall be binding  upon
          Agent, Borrower and KFI and, where applicable, their respective heirs,
          executors, administrators,  successors and permitted assigns, and (ii)
          shall  inure to the  benefit  of Agent,  Borrower  and KFI and,  where
          applicable,   their  respective  heirs,   executors,   administrators,
          successors and permitted assigns;  provided,  however,  that Agent and
          Borrower may not assign their rights or  obligations  hereunder or any
          interest herein without the prior written consent of KFI, and any such
          assignment or attempted  assignment by Agent and/or  Borrower shall be
          void and of no effect with  respect to KFI.  KFI may from time to time
          sell or assign,  in whole or in part, or grant  participations  in the
          KFI Debt and the Loans  and/or the  Agreement  and/or the  obligations
          evidenced  thereby.   Agent  authorizes  KFI  to  provide  information
          concerning  this Agreement to any prospective  purchaser,  assignee or
          participant.

     7.   Severability  and  Consistency.  The illegality,  unenforceability  or
          inconsistency  of any provision of this Agreement or any instrument or
          agreement required hereunder shall not in any way affect or impair the
          legality, enforceability or consistency of the remaining provisions of
          this Agreement or any instrument or agreement required hereunder.

     8.   Judicial Proceedings; Waivers. AGENT, BORROWER AND KFI ACKNOWLEDGE AND
          AGREE  THAT (I) ANY  SUIT,  ACTION  OR  PROCEEDING,  WHETHER  CLAIM OR
          COUNTERCLAIM,  BROUGHT OR  INSTITUTED BY KFI,  AGENT,  BORROWER OR ANY
          SUCCESSOR OR ASSIGN OF KFI OR AGENT OR BORROWER, ON OR WITH RESPECT TO
          THIS  AGREEMENT OR THE  DEALINGS OF THE PARTIES  WITH RESPECT  HERETO,
          SHALL BE TRIED ONLY BY A COURT AND NOT BY A JURY AND EACH PARTY WAIVES
          THE RIGHT TO TRIAL BY JURY;  (II) EACH WAIVES ANY RIGHT IT MAY HAVE TO
          CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL,
          EXEMPLARY,  PUNITIVE OR  CONSEQUENTIAL  DAMAGES OR ANY  DAMAGES  OTHER
          THAN, OR IN ADDITION TO, ACTUAL  DAMAGES;  AND (III) THIS SECTION IS A
          SPECIFIC  AND  MATERIAL  ASPECT  OF THIS  AGREEMENT  AND KFI WOULD NOT
          EXTEND CREDIT IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART
          OF THIS AGREEMENT.


                                       2
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement, as of the day and year first above written.

ATTEST/WITNESS:                     Transamerica Commercial Finance Corporation,
                                    as agent for Transamerica Commercial Finance
                                    Corporation and Deutsche Financial Services
                                    Corporation, now known as GE Commercial
By:____________________________     Distribution Finance Corporation


                                    By:____________________________________
                                    Name:
                                    Title:


WITNESS:                            KENNEDY FUNDING, INC., as co-agents for
                                    lenders



By:____________________________     By:____________________________________
                                    Name:
                                    Title:


ATTEST/WITNESS:                     ANGLO FINANCIAL SERVICING, LLC, as co-agents
                                    for lenders


By:____________________________     By:____________________________________
                                    Name:
                                    Title:


                                       3
<PAGE>

     The  Borrower  hereby  acknowledges  receipt  of a copy  of  the  foregoing
Agreement, waives notice of acceptance thereof by KFI, and agrees to be bound by
the  terms  and  provisions  thereof.  The  Borrower  further  agrees to make no
payments or distributions contrary to the terms and provisions of this Agreement
and to do every other act and thing  necessary or  appropriate to carry out such
terms  and  provisions.  In the event of any  violation  of any of the terms and
provisions of this  Agreement or termination  thereof,  then, at the election of
KFI, any and all of the KFI Debt and the Loans,  as that term is defined in this
Agreement,  shall forthwith  become due and payable.

Dated:  December ___, 2003

WITNESSES:                          TRAVIS BOATS & MOTORS BATON  ROUGE, INC.,


___________________________         By:_________________________________________
Name:                               Name:  Michael B. Perrine
                                    Title:  Secretary and  Treasurer
___________________________
Name:



WITNESSES:                          TRAVIS  BOATING  CENTER   LOUISIANA, INC.,


___________________________         By:_________________________________________
Name:                               Name:  Michael B. Perrine
                                    Title:  Secretary  and  Treasurer
___________________________
Name:


STATE OF  __________________  )
                              )
COUNTY OF ________________    )

                              NOTARY'S CERTIFICATE

     The undersigned Notary Public does hereby certify that attached hereto is a
full,  true,  and correct  copy of  resolutions  of TRAVIS  BOATS & MOTORS BATON
ROUGE,  INC.,  and TRAVIS  BOATING CENTER  LOUISIANA,  INC.,  both attached to a
Subordination Agreement from TRAVIS BOATS & MOTORS BATON ROUGE, INC., and TRAVIS
BOATING CENTER LOUISIANA,  INC., to Kennedy Funding,  Inc. passed before me this
_______ day of December 2003.


                                     __________________________________
                                     NOTARY  PUBLIC

PREPARED  BY  AND, AFTER
RECORDING,  RETURN TO:

Cole, Schotz,  Meisel, Forman & Leonard, P.A.
Court Plaza North
25 Main Street
P.O. Box 800
Hackensack,  New Jersey 07602-0800
Attention: Michael R. Leighton, Esq.


                                       4
<PAGE>

                                   EXHIBIT A

                               MORTGAGED PROPERTY


                                       5