Exhibit 10.64

         The security represented hereby was originally issued on
         DECEMBER 14, 2001. The security  represented  hereby has
         not been registered under the Securities Act of 1933, as
         amended  or under the  securities  laws of any state and
         cannot be offered,  transferred or sold except  pursuant
         to an effective registration under THE SECURITIES act or
         an exemption therefrom. The transfer of such security is
         subject to the conditions  specified in the Subordinated
         Note Purchase Agreement,  dated as of DECEMBER 14, 2001,
         between  the  issuer  (the  "Company")  and the  INITIAL
         purchaser,  and the Company reserves the right to refuse
         the transfer of such security until such conditions have
         been  fulfilled  with  respect  to such  transfer.  Upon
         written  request,  a copy of such  conditions  shall  be
         furnished  by the Company to the holder  hereof  without
         charge.




                            CONVERTIBLE SUBORDINATED
                                 PROMISSORY NOTE


$3,000,000                                                     December 14, 2001

         Travis  Boats & Motors,  Inc.,  a Texas  corporation  (the  "Company"),
hereby  promises  to pay to the  order  of  Brunswick  Corporation,  a  Delaware
corporation  (the  "Initial  Purchaser"),  the  principal  amount of  $3,000,000
together with  interest  thereon  calculated  from the date hereof in accordance
with the provisions of this Note.

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

         1.  Payment of  Interest.  Except as  otherwise  expressly  provided in
Section 10.2 of the Purchase Agreement,  interest shall accrue at the greater of
(i) Prime  Rate plus two  percent  per  annum,  with such  interest  rate  being
adjusted  quarterly  on the last day of each  calendar  quarter,  or (ii) 6% per
annum,  on the unpaid  principal  amount of this Note  outstanding  from time to
time, or (if less) at the highest rate then permitted under  applicable law. The
Company  shall pay to the holder of this Note all  accrued  interest on the last
day of each calendar quarter beginning December 31, 2001,  provided that if such
day is not a business day, payment shall be due on the next business day. Unless
prohibited  under  applicable law, any accrued interest which is not paid on the


<PAGE>

date on  which it is  payable  shall  bear  interest  at the same  rate at which
interest is then  accruing  on the  principal  amount of this Note.  Any accrued
interest  which for any  reason has not  theretofore  been paid shall be paid in
full on the date on which  the  final  principal  payment  on this Note is paid.
Interest  shall accrue on any principal  payment due under this Note and, to the
extent  permitted by applicable  law, on any interest which has not been paid on
the date on which it is payable until such time as payment therefore is actually
delivered to the holder of this Note. Interest on this Note shall be computed on
the basis of a 365 or 366 day year, as applicable.

         2. Payment of Principal on Note.


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

              (b) Optional Prepayments.

                            (i) Prior to receipt of a conversion notice from the
              holder of this Note,  the Company may prepay this Note in whole or
              in part by paying the  principal and accrued  interest  thereon in
              full,  plus a premium on such  principal  amount so prepaid at the
              following  rates: 5% through the first  anniversary of the Closing
              Date, 3% after the first  anniversary  of the Closing Date through
              the second  anniversary  of the  Closing  Date and 1%  thereafter;
              provided  that such  prepayment  is not  prohibited  by any Senior
              Indebtedness.  Upon receipt of a conversion notice from the holder
              of this Note,  all of the  Company's  prepayment  rights  shall be
              deemed lapsed and unexercised.

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

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

              (d) Pro Rata Payment.  The Company agrees that any payments to the
holders of the Notes  (whether for  principal,  interest or otherwise)  shall be
made pro rata  among such  holders  based upon the  aggregate  unpaid  principal
amount of the Notes held by each such  holder.  If any holder of a Note  obtains
any  payment  (whether  voluntary,  involuntary,  by  application  of  offset or
otherwise)  of principal or interest on any Note in excess of such  holder's pro

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<PAGE>

rata share of payments  obtained by all holders of the Notes,  such holder shall
purchase  from the other  holders of the Notes such  participation  in the Notes
held by them as is necessary  to cause such holders to share the excess  payment
ratably among each of them as provided in this paragraph.

         3. Conversion.

              (a) Conversion Procedure.

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

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

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

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

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

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

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

                            (v) The  issuance  of  certificates  for  shares  of
              Conversion  Stock  upon  conversion  of this  Note  shall  be made
              without charge to the holder hereof for any domestic  documentary,

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<PAGE>

              stamp,  transfer,  excise or similarly  related  transactional tax
              relating to the issuance of securities in respect thereof or other
              cost  incurred by the Company in connection  with such  conversion
              and the  related  issuance  of shares of  Conversion  Stock.  Upon
              conversion  of this Note,  the Company shall take all such actions
              as are  necessary  in order to ensure  that the  Conversion  Stock
              issuable with respect to such conversion  shall be validly issued,
              fully paid and nonassessable.

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

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

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

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

                            (i) Issuance of Rights or Options. If the Company in
              any manner  grants any  rights or options to  subscribe  for or to
              purchase Common Stock or any stock or other securities convertible
              into or  exchangeable  for Common  Stock  (such  rights or options
              being herein called "Options" and such convertible or exchangeable
              stock or securities being herein called "Convertible  Securities")
              and the price per share for which  Common  Stock is issuable  upon
              the  exercise of such  Options or upon  conversion  or exchange of

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<PAGE>

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

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

                            (iii) Change in Option Price or Conversion  Rate. If
              the  purchase  price  provided for in any Option,  the  additional
              consideration  (if any)  payable  upon the  issue,  conversion  or
              exchange  of any  Convertible  Security,  or the rate at which any
              Convertible  Security  is  convertible  into or  exchangeable  for
              Common Stock changes at any time, the  Conversion  Price in effect
              at the time of such change shall be readjusted  to the  Conversion
              Price which would have been in effect at such time had such Option
              or  Convertible  Security  originally  provided  for such  changed
              purchase price,  additional  consideration  or changed  conversion
              rate, as the case may be, at the time initially granted, issued or
              sold;  provided that if such  adjustment of the  Conversion  Price

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              would  result  in an  increase  in the  Conversion  Price  then in
              effect, such adjustment shall not be effective until 30 days after
              written notice thereof has been given to all holders of the Notes.

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

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

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

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

                            (viii) Record Date. If the Company takes a record of
              the holders of Common Stock for the purpose of entitling  them (A)
              to  receive a  dividend  or other  distribution  payable in Common
              Stock,  Options or in  Convertible  Securities or (B) to subscribe
              for or purchase Common Stock,  Options or Convertible  Securities,



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              then such  record date shall be deemed to be the date of the issue
              or sale of the shares of Common  Stock  deemed to have been issued
              or sold upon the  declaration  of such  dividend  or the making of
              such other  distribution or the date of the granting of such right
              of subscription or purchase, as the case may be.

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

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

              (f) Certain Events.  If any event occurs of the type  contemplated
by the  provisions of this  paragraph 3 but not  expressly  provided for by such
provisions  (including,  without limitation,  the granting of stock appreciation
rights,  phantom  stock rights or other rights with equity  features),  then the
Company's  board  of  directors  shall  make an  appropriate  adjustment  in the
Conversion  Price so as to  protect  the  rights of the  holders  of the  Notes;

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<PAGE>

provided  that no  such  adjustment  shall  increase  the  Conversion  Price  as
otherwise  determined  pursuant to this  paragraph  3 or decrease  the number of
shares  of  Conversion   Stock  issuable  upon  conversion  of  the  Notes  then
outstanding.

              (g) Notices.

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

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

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

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

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

         6. Amendment and Waiver. Except as otherwise expressly provided herein,
the  provisions  of the Notes may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it,  only if the  Company  has  obtained  the  written  consent of the  Majority
Noteholders;  provided that no such action shall change (i) the rate at which or
the  manner in which  interest  accrues  on the Notes or the times at which such
interest becomes payable,  (ii) any provision relating to the scheduled payments

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or prepayments  of principal on the Notes or (iii) the  Conversion  Price of the
Notes or the  number of shares  or the class of stock  into  which the Notes are
convertible, without the written consent of all of the holders of the Notes.

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

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

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

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

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

         "Prime Rate" means the interest  rate per annum equal to the highest of
the prime,  base or reference rates of interest  announced  publicly in the Wall
Street  Journal or such other  publication  comparable in scope  (whether or not
charged in such instance) by JP Morgan Chase (or any successor  thereof) as such
bank's prime,  base, or reference rate per annum as in effect on the last day of
each  calendar  quarter.  If  JP  Morgan  Chase  discontinues  the  practice  of

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announcing or publishing a prime, base or reference rate during the term of this
Agreement,  then the Majority  Noteholders  may, in their  reasonable  judgment,
designate a comparable bank and/or publicly announced rate to be thereafter used
as a basis for determining  Prime Rate. The Company  acknowledges that JP Morgan
Chase may extend credit at rates of interest less than its announced prime, base
or reference rate.

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

         9. Place of  Payment.  Payments of  principal  and  interest  are to be
delivered to the Initial Purchaser at the following address:

                           Controller, Mercury Marine
                           W 6250 West Pioneer Road
                           Fond du Lac, Wisconsin 54935

or to such other  address or to the  attention of such other person as specified
by prior written notice to the Company.

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



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

                             TRAVIS BOAT & MOTORS, INC.



                             By:
                                -----------------------------------------------

                             Its:
                                 ----------------------------------------------



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