EXHIBIT 10.43

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


                        WELLCRAFT MASTER DEALER AGREEMENT



         This master agreement,  effective September 29, 1998, is by and between
Wellcraft Marine Corp., a Delaware corporation  ("Wellcraft") and Travis Boats &
Motors, Inc., a Texas corporation ("Travis") (the "Agreement").

         WHEREAS,  Wellcraft  is  engaged  in the  manufacture  of  recreational
powerboats  and  accessories  and  the  sale  of  certain  accompanying  engines
("Products")  and desires to sell its Products to Travis,  through or to certain
of its subsidiaries or affiliates ("Travis Subs"); and

         WHEREAS,  Travis and Travis Subs are engaged in the sale of Products to
the retail public and desire to purchase various Products from Wellcraft;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties agree as follows:

         1. Travis and Travis  Subs.  For purposes of this  Agreement,  the term
Travis when used shall be inclusive  of Travis Subs except  where the  Agreement
specifically uses Travis Subs individually.

         2. Sale of Product.  Wellcraft shall  manufacture and sell to Travis or
Travis Subs those various Products ordered from time to time by Travis or Travis
Subs pursuant to Wellcraft's standard dealer agreement,  as mutually agreed upon
and as may be amended from time to time by mutual agreement. :

         3. Dealer  Agreements and Relationship to this Master  Agreement.  Each
Travis or Travis Sub retail  location which purchases  Wellcraft  Products shall
execute and be subject to  Wellcraft's  standard  dealer  agreement  as mutually
agreed upon by the parties and as may be amended  upon mutual  agreement  of the
parties. This Agreement shall supplement and amend each individual


*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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standard  dealer  agreement  executed at each Travis retail location which sells
Wellcraft  Products.  To the maximum  extent  possible,  this  Agreement and the
standard  dealer  agreement  shall be read and interpreted to be consistent with
each other.  In the event there is a conflict  between the dealer  agreement and
this Agreement, the provisions of this Agreement shall control.

         4.       Pricing.

                  a. *. During the term of this  Agreement, Wellcraft shall sell
Wellcraft  Products to Travis at all times * In the event Wellcraft  changes its
pricing structure or program discounts during the Wellcraft model year, * except
that  during  Wellcraft  model year 1999,  the pricing  for  Wellcraft  Products
pre-rigged to receive Mercury engines shall be as described on Exhibit A hereto.
For the  purposes of this  Agreement,  pre-rigged  Products  are those which are
rigged by Genmar,  its divisions or subsidiaries,  to receive a certain brand of
engine but that are not sold with such engine.  Notwithstanding  the above, from
time to time  Wellcraft  may sell  individual  Products *. For  purposes of this
Agreement,  the Wellcraft "model year" means the period  commencing on July 1 of
any calendar year through June 30 of the following  calendar year and the Travis
"model  year"  means the  period  commencing  on August 1 of any  calendar  year
through July 31 of the following calendar year.

*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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                  b. Freight.  In addition to the price of the Product described
above,  Wellcraft  shall charge  Travis a freight  charge that  Wellcraft  shall
incorporate into its total invoice price on the following basis:

                           i. For Products  shipped  which are 28 feet in length
                           or  longer,  Wellcraft  shall  charge  Travis *


                           ii. For Products shipped which are less  than 28 feet
                           in length, Wellcraft shall charge Travis *. Wellcraft
                           shall calculate the flat fee each model year based on
                           Travis' annual forecast of Product to be purchased by
                           Travis by  each  retail  location  and  the  shipping
                           destination for  Products.  Wellcraft shall  maintain
                           records on * and this information shall  be  reported
                           to Travis  on a  quarterly  basis  starting   on  the
                           quarter ending September 30 of each model year.
                           Travis shall report to  Wellcraft  any  suspected
                           errors in  the records within 30 days of receipt of
                           the report.  At the end of each Wellcraft model year,
                           Wellcraft shall reconcile *


*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.

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                           *

                  c. Engines.  In the event an engine  manufacturer  changes its
published  pricing and enacts such changes  after  Wellcraft  has  published its
engine price list,  Travis,  after the effective date of such change,  shall pay
*

         5. Timing of Purchases,  Shipping and Delivery.  Wellcraft will use its
best efforts to ship then current Wellcraft model year Products at the * for all
firm orders received from and delivered to Travis by June 30 of the then current
Wellcraft model year. * Travis shall purchase and take delivery of and Wellcraft
shall deliver 40 percent of the Product units Travis has  forecasted to purchase
for such  Travis  model year in its  annual  model  year  forecast.  Wellcraft's
obligation to deliver is subject to the following:

                           i.  Wellcraft  receiving  Travis'  annual  model year
                           forecast  as set  forth in  paragraph  6 herein on or
                           before July 31 of each calendar year,

                           ii.  Wellcraft approving the  monthly schedule of the
                           number and type of Wellcraft Product units Travis ex-
                           pects to order and take delivery of by  January 15 as
                           set forth in its annual model year forecast, and


*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.

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                           iii. Travis submitting actual orders between August 1
                           and  January 15 of such model year that do not exceed
                           the monthly  schedule  set forth in its annual  model
                           year forecast by greater than 15 percent.

         Except where Travis may have caused a delay,  Travis may cancel  orders
if Product has not been  delivered by Wellcraft  within 150 days of  Wellcraft's
acceptance of the order for such Product from Travis.

         6. Forecasting. Travis shall provide Wellcraft, on or before July 31 of
each calendar year,  with a Travis model year forecast  which  describes (i) the
number and type of Wellcraft  Product units by month Travis expects to order and
take  delivery of between  August 1 and January 15 of the upcoming  Travis model
year  starting  on August 1 and (ii) the  number and type of  Wellcraft  Product
units Travis  expects to order and take delivery of between  January 16 and July
31 of the upcoming Travis model year. In addition to the above annual model year
forecast, Travis will forecast its Wellcraft Product requirements on a three (3)
month  rolling  basis,  updated  monthly.  Travis  shall  submit the forecast to
Wellcraft by the first day of each  calendar  month.  Travis  shall  designate a
Travis representative with responsibility for forecasting Product purchases from
Wellcraft.  The forecasts  shall be in a form mutually  agreed to by the parties
and shall include,  at a minimum, a three-month  projected schedule  identifying
the number of Product  units  scheduled to be purchased by Travis by boat brand,
model, and engine brand, model and horsepower.  The first-month  forecast in the
monthly report shall reflect a firm order previously accepted by Wellcraft. As a
firm order, the first-month  forecast may not be changed and is  non-cancelable,
however,  Wellcraft  reserves  the right to not accept the portions of orders in
any one month that exceed 15 percent of the amounts  forecast  for that month in
the previous months' 3-month rolling forecast.

*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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         7. *

         8. Product  Modification.  Travis shall meet with Wellcraft  management
and product engineers in August and January of each year, unless mutually waived
by the parties hereto, to provide input into changes for Wellcraft  Products for
the next model year. The August  meeting shall  primarily be to provide input on
the structure and design of the Products. The January meeting shall primarily be
to provide input on the features and accessories of the Products. Wellcraft will
use its best efforts to incorporate  the  recommendations  made by Travis taking
into account considerations such as cost, safety, warranty and standard design.

*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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Wellcraft reserves the right, without notice or obligation, to change the design
of the  Products to the extent that such  change does not  materially  alter the
operation  of the Boat or to the  extent  that such  change is  required  due to
product safety  concerns,  government  regulations  or vendor supply  shortages.
Wellcraft  will provide Travis with as much notice as reasonably  possible,  but
not less than  ninety (90) days prior  notice of  shipment  of a Product  design
change if such design change  materially  affects the appearance or operation of
the Product.

         9.   Warranty   and  Third  Party   Litigation.   Wellcraft   makes  no
representations  or warranties as to its Products  except as may be described in
the Wellcraft dealer agreement or Product  materials.  In the event legal action
is commenced against Wellcraft and Travis related to Wellcraft Products,  to the
extent possible and if no conflict exists, Wellcraft and Travis shall reasonably
agree in  writing  on the  retention  of common  counsel  and  sharing  of legal
expenses.

         10. Term of the  Agreement.  The term of this  Agreement and the dealer
agreement  between the parties shall  commence on the date of this Agreement and
shall terminate on July 31, 2003.

         11.  Insurance.  Each party to this Agreement shall maintain  liability
insurance  coverage  and shall  provide  evidence of such  coverage to the other
party upon such party's reasonable request.

         12. Force Majeure.  The parties will not be responsible  for failure to
perform any part of this  Agreement or for any delay in the  performance  of any
part of this Agreement,  directly or indirectly resulting from or contributed to
by any foreign or domestic  embargoes,  seizures,  acts of God,  strikes,  labor
disputes, vendor problems, insurrections, wars and/or continuance of war, or the
adoption  or  enactment  of any  law,  ordinance,  regulation,  ruling  or order
directly  or  indirectly   interfering  with   production,   delivery  or  other
contingencies  beyond  their  control.  This Section does not affect the payment
obligations of either party under this Agreement.

*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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         13.  Assignment.  Neither party shall assign or otherwise transfer this
Agreement,  without the prior written consent of the other party,  which consent
shall not be unreasonably withheld.

         14.  Confidentiality.  Each party  agrees that the  specific  terms and
conditions  set  forth in this  Agreement  shall be kept  confidential  and that
neither party hereto shall make any  disclosure  regarding this Agreement or its
terms  except as may be required by law or with the consent of the other  party.
In the event either party  concludes that it is obligated by law to disclose the
terms of this  Agreement,  such party shall give the other party 3 business days
prior written notice before  disclosure along with an explanation as to why such
disclosure is deemed necessary.

         15.  Disputes.  All disputes  arising out of or in connection with this
Agreement  shall be resolved by binding  arbitration as set forth in Wellcraft's
standard  dealer  agreements  as mutually  agreed upon and amended  from time to
time.

         16.  Severability.  Each of the provisions  contained in this Agreement
shall be  severable,  and the  unenforceability  of one  shall  not  affect  the
enforceability of any others or of the remainder of this Agreement.

         17.  Waiver.  The failure of any party to enforce any condition or part
of this  Agreement  at any time  shall  not be  construed  as a  waiver  of that
condition or part, nor shall such party forfeit any rights to future enforcement
thereof.  The parties  waive  presentment  for payment,  protest,  and notice of
dishonor.

         18. Headings. The headings and captions of the sections and subsections
of this Agreement are inserted for  convenience  only and shall not be deemed to
constitute a part hereof.

         19.  Counterparts.  More than one  counterpart of this Agreement may be
executed by the parties  hereto,  and each fully executed  counterpart  shall be
deemed an original.

*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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         20. Further  Assurances.  Each party will, at the reasonable request of
the  other,  execute  and  deliver  to the other all such  further  instruments,
assignments,  assurances  and  other  documents  as the  other  may  request  in
connection  with  the  carrying  out of  this  Agreement  and  the  transactions
contemplated hereby.

         21.  Notices.  All  communications,  notices and consents  provided for
herein shall be in writing and be given in person or by means of telex, telecopy
or other wire  transmission  (with  request for assurance of receipt in a manner
typical  with  respect to  communications  of that  type) or by mail,  and shall
become  effective  (x) on the  delivery  if given in person,  (y) on the date of
transmission  if sent by telex,  telecopy  or other wire  transmission  (receipt
confirmed),  or (z) four business days after being deposited in the mails,  with
proper postage for first class registered or certified mail, prepaid.

         Notices shall be addressed as follows:

         IF TO WELLCRAFT:

                  Wellcraft Marine Corp.
                  1651 Whitfield Avenue
                  Sarasota, Florida 34243
                  Attention: President
                  Telephone:       941-753-7811
                  Telecopy:        941-751-7822

         WITH COPY TO:

                  Genmar Holdings, Inc.
                  100 South Fifth Street
                  Suite 2400
                  Minneapolis, Minnesota 55402
                  Attention:        General Counsel
                  Telephone:        612-339-7600
                  Telecopy:         612-337-1930


*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.


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         IF TO TRAVIS:

                  Travis Boats & Motors, Inc.
                  5000 Plaza on the Lake
                  Suite 250
                  Austin, Texas 78746
                  Attn: President
                  Telephone:        512-347-8787
                  Telecopy:         512-329-0480

provided,  however, that if either party shall have designed a different address
by notice to the other, then to the last address so designated.

         22. No Third  Party  Beneficiaries.  This  Agreement  is solely for the
benefit of the parties hereto and no provision of this Agreement shall be deemed
to confer upon third parties any remedy, claim, liability,  reimbursement, cause
of action or other right in excess of those existing  without  reference to this
Agreement.

         23.  Amendments:  Entire Agreement.  This Agreement may not be amended,
supplemented or otherwise  modified except by an instrument in writing signed by
each of the parties hereto.  This Agreement contains the entire agreement of the
parties hereto with respect to the transactions covered hereby,  superseding all
negotiations,  prior  discussions and  preliminary  agreements made prior to the
date hereof.

         24.  Governing Law. This  Agreement  shall be construed and enforced in
accordance  with and  governed by the internal  laws of the State of  Minnesota.


WELLCRAFT MARINE CORP.                       TRAVIS BOATS & MOTORS, INC.



By: /s/ Grant E. Oppeguard                   By:  /s/ Mark Walton
   ------------------------                      -------------------------------

Its:  VP                                     Its: President
     ----------------------                       ------------------------------

Date: 10-7-98                                Date: 10-8-98
     ----------------------                       ------------------------------


*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.



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                                    EXHIBIT A
                        WELLCRAFT MASTER DEALER AGREEMENT

-------------------------------------------------------------
WELLCRAFT                                  MERCURY PRICE ($)
-------------------------------------------------------------
160 FISHERMAN                                      *
-------------------------------------------------------------
180 FISHERMAN                                      *
-------------------------------------------------------------
180 SPORTSMAN                                      *
-------------------------------------------------------------
190 FISHERMAN                                      *
-------------------------------------------------------------
210 FISHERMAN                                      *
-------------------------------------------------------------
210 SPORTSMAN                                      *
-------------------------------------------------------------
22 WALKAROUND                                      *
-------------------------------------------------------------
230 FISHERMAN                                      *
-------------------------------------------------------------
230 COASTAL                                        *
-------------------------------------------------------------
230 FISHERMAN-TWIN                                 *
-------------------------------------------------------------
230 COASTAL-TWIN                                   *
-------------------------------------------------------------
24 WALKAROUND                                      *
-------------------------------------------------------------
270 COASTAL                                        *
-------------------------------------------------------------
290 COASTAL                                        *
-------------------------------------------------------------
302 SCARAB SPORT                                   *
*Indicates  confidential  treatment  requested.  The redacted  material has been
filed separately with the Commission.

-------------------------------------------------------------


* INDICATES  CONFIDENTIAL  TREATMENT  REQUESTED.  THE REDACTED MATERIAL HAS BEEN
FILED SEPARATELY WITH THE COMMISSION.


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