Exhibit 10.66











                           TRAVIS BOATS & MOTORS, INC.



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                                  SUBORDINATED
                             NOTE PURCHASE AGREEMENT
                           WITH SHAREHOLDER PURCHASERS



                          Dated as of December 14, 2001


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                                TABLE OF CONTENTS
                                                                                                                Page



<S>      <C>                                                                                                     <C>

Article I  DEFINITIONS; INTERPRETATION............................................................................1
         1.1  Definitions.........................................................................................1
         1.2  Interpretation......................................................................................1
         1.3  Accounting Terms....................................................................................2
Article II  ISSUANCE AND SALE OF SECURITIES.......................................................................2
         2.1  Commitment to Purchase..............................................................................2
Article III  CLOSING; CLOSING DELIVERIES..........................................................................2
         3.1  Closing.............................................................................................2
         3.2  Delivery of Securities..............................................................................2
Article IV  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................................3
         4.1  Corporate Existence and Power.......................................................................3
         4.2  Corporate and Governmental Authorization; No Contravention..........................................3
         4.3  Binding Effect......................................................................................3
         4.4  Financial Information...............................................................................3
         4.5  Litigation..........................................................................................4
         4.6  Compliance with ERISA...............................................................................4
         4.7  Environmental Matters...............................................................................5
         4.8  Taxes...............................................................................................5
         4.9  Compliance with Laws................................................................................5
         4.10  Title to and Condition of Properties...............................................................5
         4.11  Not an Investment Company..........................................................................6
         4.12  Full Disclosure....................................................................................6
         4.13  Capitalization.....................................................................................6
         4.14  Non-Existence of Defaults..........................................................................6
         4.15  Capital............................................................................................6
         4.16  Solvency...........................................................................................6
         4.17  Accuracy of Statements.............................................................................7
Article V  REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER PURCHASERS...........................................7
         5.1  Authorization and Enforceability....................................................................7
         5.2  Government Approvals................................................................................7
         5.3  Brokers.............................................................................................7
Article VI  COMPLIANCE WITH SECURITIES LAWS.......................................................................7
         6.1  Investment Intent of the Shareholder Purchaser......................................................7
         6.2  Status of Notes.....................................................................................7
         6.3  Status of the Shareholder Purchaser.................................................................8
         6.4  Transfer............................................................................................8
Article VII  CONDITIONS PRECEDENT.................................................................................8
         7.1  Conditions Precedent to the Shareholder Purchaser's Obligations.....................................8
Article VIII  COVENANTS OF THE COMPANY...........................................................................10
         8.1  Information........................................................................................10
         8.2  Maintenance of Property; Insurance.................................................................12
         8.3  Compliance with Laws...............................................................................12
         8.4  Inspection of Property, Books and Records..........................................................12
         8.5  Ownership of Stock of Wholly-Owned Subsidiaries....................................................12
         8.6  Investments........................................................................................13
         8.7  Restricted Payments on Stock.......................................................................13
         8.8  Maximum Debt to Tangible Net Worth.................................................................13
         8.9  Senior Indebtedness Outstanding....................................................................13
         8.10  Consolidations, Mergers and Sales of Assets.......................................................13
         8.11  Changes to the Company's Business.................................................................14
         8.12  Lease Conversions.................................................................................14
         8.13  Transactions with Affiliates......................................................................14
         8.14  Senior Indebtedness Consent.......................................................................14
         8.15  Taxes.............................................................................................14
         8.16  No Additional Stores..............................................................................15


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Article IX  SUBORDINATION........................................................................................15
         9.1  Extent of Subordination............................................................................15
Article X  EVENTS OF DEFAULT.....................................................................................16
         10.1  Events of Default.................................................................................16
         10.2  Consequences of Events of Default.................................................................17
Article XI  REGISTRATION RIGHTS..................................................................................18
         11.1  Piggyback Registrations...........................................................................18
         11.2  Demand Registration...............................................................................20
         11.3  Registration Procedures...........................................................................21
         11.4  Expenses of Registration..........................................................................23
         11.5  Registration Indemnification......................................................................23
         11.6  Information to be Furnished by Registered Holders.................................................25
         11.7  Rule 144 Sales....................................................................................25
         11.8  Survival of Registration Rights...................................................................25
Article XII  SURVIVAL AND INDEMNIFICATION........................................................................25
         12.1  Survival..........................................................................................25
         12.2  Indemnification...................................................................................25
Article XIII  GENERAL PROVISIONS.................................................................................26
         13.1  Successors and Assigns............................................................................26
         13.2  Entire Agreement..................................................................................26
         13.3  Notices...........................................................................................26
         13.4  Amendment and Waiver..............................................................................27
         13.5  Counterparts......................................................................................27
         13.6  Headings..........................................................................................27
         13.7  Remedies Cumulative...............................................................................27
         13.8  Governing Law.....................................................................................28
         13.9  No Third Party Beneficiaries......................................................................28
         13.10  Severability.....................................................................................28
         13.11  Confidentiality..................................................................................28
         13.12  Limitation of Liability..........................................................................28
         13.13  Arbitration......................................................................................28
         13.14  Release of Claims................................................................................29
Article XIV  PURCHASER COVENANTS.................................................................................29
         14.1  Tender Offer Covenant.............................................................................29
         14.2  Dilution Protection Covenant......................................................................30

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LIST OF ANNEXES, EXHIBITS AND SCHEDULES

Annex 1- List of Shareholder Purchasers

Annex 2- Definitions

Exhibit A-        Form of Note

Schedule 4.4(c) - Material Adverse Changes

Schedule 4.14 - Material Defaults on Senior Indebtedness






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                                  SUBORDINATED
                             NOTE PURCHASE AGREEMENT

This  SUBORDINATED  NOTE  PURCHASE  AGREEMENT  (this  "Agreement"),  dated as of
December  14,  2001,  is by and between  TRAVIS  BOATS & MOTORS,  INC.,  a Texas
corporation (the "Company"),  and the Shareholder  Purchasers  (collectively the
"Shareholder Purchasers" and, together with such other Persons who may from time
to time hold any notes the  "Purchasers")  named in Annex I hereto and signatory
hereto.

Subject to the terms and conditions set forth herein, the Shareholder Purchasers
desire to purchase from the Company,  and the Company  desires to issue and sell
to the Shareholder  Purchasers,  promissory  notes. In addition,  the Company is
simultaneously selling an additional promissory note to Brunswick Corporation, a
Delaware  corporation  ("Brunswick")  in the principal amount of $3,000,000 (the
"Brunswick Note").

In consideration of the mutual promises, representations,  warranties, covenants
and  conditions  set forth in this  Agreement,  the  parties  hereto,  intending
legally to be bound hereby, agree as follows:

                                   ARTICLE I

                           DEFINITIONS; INTERPRETATION

         1.1 Definitions. Unless a clear contrary intention appears, capitalized
terms that are defined in Annex II shall have the respective  indicated meanings
when used in this Agreement or the Notes.

         1.2  Interpretation.  Unless a clear contrary  intention appears or the
context otherwise requires, in this Agreement and the Notes:

                  (a) the singular  number , word or phrase  includes the plural
         number, word or phrase and vice versa;

                  (b) reference to any Person includes such Person's  successors
         and assigns but, if applicable, only if such successors and assigns are
         permitted by this Agreement,  and reference to a Person in a particular
         capacity excludes such Person in any other capacity or individually;

                  (c) reference to any gender includes each other gender;

                  (d) reference to any agreement  (including  this Agreement and
         the Annex, Schedules and Exhibits hereto), document or instrument means
         such  agreement,  document or  instrument as amended or modified and in
         effect from time to time in  accordance  with the terms thereof and, if
         applicable,  the terms  hereof and  reference  to any  promissory  note
         includes any promissory  note which is an extension or renewal  thereof
         or a substitute or replacement therefor;

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                  (e) reference to any applicable law means such  applicable law
         as amended,  modified,  codified or reenacted, in whole or in part, and
         in  effect  from  time  to  time,   including   rules  and  regulations
         promulgated thereunder;

                  (f) unless the context indicates  otherwise,  reference to any
         Article,  Section,  Schedule or Exhibit  means such  Article or Section
         hereof or Schedule or Exhibit hereto;

                  (g)  "hereunder,"  "hereof,"  "hereto"  and  words of  similar
         import shall be deemed  references to this Agreement as a whole and not
         to any particular Article, Section or other provision hereof;

                  (h) "including" (and with correlative meaning "include") means
         including without limiting the generality of any description  preceding
         such term; and

                  (i)  relative  to the  determination  of any  period  of time,
         "from" means "from and including" and "to" and "through"  means "to but
         excluding".

         1.3 Accounting Terms. Unless otherwise specified herein, all accounting
terms  used  herein  shall be  interpreted,  and all  accounting  determinations
hereunder shall be made, and all financial  statements  required to be delivered
hereunder  shall be prepared in accordance  with generally  accepted  accounting
principles as in effect from time to time, applied on a basis consistent (except
for changes concurred in by the Company's  independent public  accountants) with
the Base Financials.

                                   ARTICLE II

                         ISSUANCE AND SALE OF SECURITIES

         2.1  Commitment to Purchase.  Subject to the terms and  conditions  set
forth  herein and in  reliance  on the  representations  and  warranties  of the
Company  contained  herein,  each  Shareholder   Purchaser  agrees  to  purchase
convertible  subordinated notes in the form set forth as Exhibit A hereto in the
principal amount set forth opposite their name on Annex I to this Agreement (the
"Notes"). The purchase price for the Notes shall be 100% of the principal amount
thereof.  The  obligation  of the  Shareholder  Purchasers to purchase any Notes
hereunder at the Closing will expire at 5:00 P.M.  (Austin time) on December 14,
2001.

                                  ARTICLE III

                           CLOSING; CLOSING DELIVERIES

         3.1 Closing.  The closing of the transactions  contemplated hereby (the
"Closing") shall take place at the offices of Jenkens & Gilchrist,  600 Congress
Avenue,  Austin,  TX 78701,  at such time and date (prior to December  14, 2001)
after all  conditions to closing have been  satisfied as shall be agreed upon by
the  parties  hereto.  The date of the  Closing is herein  sometimes  called the
"Closing Date".

         3.2 Delivery of Securities. At the Closing, the Company will deliver to
the Shareholder  Purchasers a Note in each Shareholder  Purchaser's  name, or if
requested  by  such  Shareholder  Purchaser,  in the  name  of a  Subsidiary  or

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Affiliate of such  Shareholder  Purchaser,  duly  executed and dated the Closing
Date, in the aggregate  principal  amount set forth opposite their name on Annex
I, and the  Shareholder  Purchaser shall deliver to the Company by wire transfer
or certified  check the principal  amount set forth opposite their name on Annex
I.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company  hereby  represents  and warrants to each  Shareholder  Purchaser as
follows:

         4.1  Corporate  Existence  and  Power.  Each  of the  Company  and  its
Subsidiaries is a corporation  duly  incorporated,  validly existing and in good
standing  under  the  laws of its  jurisdiction  of  incorporation,  and has all
corporate powers and all  governmental  licenses,  authorizations,  consents and
approvals  required to carry on its business as now  conducted  except where the
failure to obtain  such  governmental  licenses,  authorizations,  consents  and
approvals  would not  materially  adversely  affect the  business,  consolidated
financial position or consolidated  results of operations of the Company and its
Consolidated  Subsidiaries  and would not in any manner draw into  question  the
validity of any Financing Document.

         4.2 Corporate and Governmental  Authorization;  No  Contravention.  The
execution,  delivery and  performance by the Company of each Financing  Document
are within the  Company's  corporate  powers,  have been duly  authorized by all
necessary  corporate  action,  require no action by or in respect  of, or filing
with,  any  governmental  body,  agency or official  and do not  contravene,  or
constitute a default under,  any provision of applicable law or regulation or of
the  certificate of  incorporation  or by-laws of the Company,  of any agreement
relating to Senior Indebtedness or of any other agreement, judgment, injunction,
order,  decree or other  instrument  that is  material,  individually  or in the
aggregate,  and that is binding  upon the  Company or result in the  creation or
imposition  of any Lien on any asset of the Company or any of its  Subsidiaries.
The Board of Directors of the Company has taken the necessary action so that the
three year  moratorium set forth in the Texas Business  Combination Law does not
apply to the  transactions  contemplated  by this Agreement,  including  without
limitation,  the issuance or the  conversion of the Notes,  or to any subsequent
business combination between each of the Shareholder Purchasers and the Company.

         4.3 Binding  Effect.  This  Agreement  constitutes  a valid and binding
agreement of the Company, enforceable against the Company in accordance with its
terms,  and the Notes,  when  executed  and  delivered in  accordance  with this
Agreement,  will  constitute  valid  and  binding  obligations  of the  Company,
enforceable  against the Company in accordance  with their terms,  except as the
enforceability  thereof may be limited by  bankruptcy,  insolvency or other laws
relating to or affecting  creditors'  rights generally and by general  equitable
principles  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding or action in equity or at law).

         4.4 Financial Information.

                  (a) The Base  Financials,  copies  of  which  have  been  made
         available or delivered to the Shareholder  Purchasers,  fairly present,
         in  conformity  with  generally  accepted  accounting  principles,  the

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         consolidated  financial  position of the  Company and its  Consolidated
         Subsidiaries as of September 30, 2000 and their consolidated results of
         operations  and cash flows for the fiscal  year of the  Company and its
         Consolidated Subsidiaries then ended.

                  (b) The unaudited condensed  consolidated balance sheet of the
         Company and its  Consolidated  Subsidiaries as of June 30, 2001 and the
         related unaudited condensed consolidated  statements of income and cash
         flows  for the  three  and nine  months  then  ended,  set forth in the
         Company's  quarterly  report for the fiscal quarter ended June 30, 2001
         as filed with the  Commission  on Form  10-Q,  a copy of which has been
         made  available  or  delivered to the  Shareholder  Purchasers,  fairly
         present,  in conformity with generally accepted  accounting  principles
         applied  on  a  basis   consistent  with  the  Base   Financials,   the
         consolidated  financial  position of the  Company and its  Consolidated
         Subsidiaries  as  of  such  date  and  their  consolidated  results  of
         operations  and cash  flows  for such  three  and  nine  month  periods
         (subject  to normal  year-end  adjustments,  the  absence  of  footnote
         disclosure  and  condensation  pursuant  to GAAP  and the  rules of the
         Commission).

                  (c)  Except as set forth in  Schedule  4.4(c),  since June 30,
         2001,  there  has been no  material  adverse  change  in the  business,
         financial  position,  results of operations or prospects of the Company
         and its Consolidated Subsidiaries, considered as a whole.

         4.5 Litigation.  Except as disclosed in the Company's Form 10-K for the
year ended September 30, 2000 or the Company's quarterly report on Form 10-Q for
the fiscal quarter ended June 30, 2001 as filed with the Commission, there is no
action,  suit or proceeding pending against,  or to the knowledge of the Company
threatened against or affecting,  the Company or any of its Subsidiaries  before
any court or arbitrator or any  governmental  body,  agency or official in which
there is a reasonable  possibility of an adverse decision which could materially
adversely affect the business,  consolidated  financial position or consolidated
results of operations of the Company and its Consolidated  Subsidiaries or which
in any manner draws into question the validity of any Financing Document.

         4.6 Compliance with ERISA.  Each member of the ERISA Group has complied
with its  obligations  under  the  minimum  funding  standards  of ERISA and the
Internal  Revenue  Code with  respect to each Plan and is in  compliance  in all
material  respects  with the  presently  applicable  provisions of ERISA and the
Internal  Revenue Code with  respect to each Plan.  No member of the ERISA Group
has (i) sought a waiver of the minimum  funding  standards  under Section 412 of
the  Internal  Revenue  Code in  respect  of any Plan,  (ii)  failed to make any
contribution or payment to any Plan or Multiemployer Plan, or made any amendment
to any Plan, which has resulted or could reasonably be expected to result, prior
to the first  anniversary  of the maturity of the Notes,  in the imposition of a
Lien or the posting of a bond or other security under Section 302(f) of ERISA or
Section  401(a)(29) or 412(n) of the Internal  Revenue Code,  (iii) incurred any
liability  under  Title  IV of  ERISA  other  than a  liability  to the PBGC for
premiums  under  Section  4007 of ERISA or (iv) within the  preceding  five plan
years, with respect to any Other Plan,  engaged in any transaction  described in
Section 4069 or Section 4212(c) of ERISA.

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         4.7 Environmental  Matters.  The Company has reasonably concluded that,
to its best  knowledge,  Environmental  Laws  are  unlikely  to have a  material
adverse effect on the business,  financial  condition,  results of operations or
prospects  of the Company and its  Consolidated  Subsidiaries,  considered  as a
whole.

                  (a) As of  the  date  hereof  and  the  Closing  Date,  to the
         knowledge  of the  Company  and its  Subsidiaries  no  material  claim,
         investigation  or written inquiry has been made, and the Company is not
         aware of any  circumstances  which would warrant or give rise to such a
         claim,  investigation or inquiry,  with regard to the Company or any of
         its Subsidiaries, in respect of any facility owned, or to the knowledge
         of the Company and its Subsidiaries,  leased or operated, either now or
         in the  past,  by the  Company  or any of its  Subsidiaries,  under the
         Comprehensive Environmental Response, Compensation and Liability Act of
         1980  or   pursuant  to  any  other   Environmental   Law,  or  by  the
         Environmental  Protection Agency or by any state,  local,  municipal or
         foreign  enforcement agency having  jurisdiction over the protection of
         the  environment,  or by any other  Person in  respect  of or under any
         Environmental Law.

         4.8 Taxes.  United States federal income tax returns of the Company and
its  Subsidiaries  have been filed through the year ended December 31, 2000, and
are  materially  correct  and are not  subject to  amendment  that would have an
material  adverse  effect  on the  Company  and  its  Consolidated  Subsidiaries
considered as a whole.  The Company and its  Subsidiaries  have filed all United
States  federal  income tax returns and all other material tax returns which are
required  to be filed by them and have  paid  all  taxes  due  pursuant  to such
returns or  pursuant  to any  assessment  received  by the Company or any of its
Subsidiaries  other  than any such  taxes  the  amount or  validity  of which is
currently  being  contested in good faith by  appropriate  proceedings  and with
respect to which  reserves in  conformity  with  generally  accepted  accounting
principles  have been  established.  The  charges,  accruals and reserves on the
books  of the  Company  and its  Subsidiaries  in  respect  of  taxes  or  other
governmental charges are, in the opinion of the Company, adequate.

         4.9  Compliance  with Laws.  The Company  and each of its  Subsidiaries
complies with all other  applicable  laws,  ordinances,  rules,  regulations and
requirements of governmental authorities,  except where the failure to so comply
would not  materially  adversely  affect the  business,  consolidated  financial
position  or  consolidated   results  of  operations  of  the  Company  and  its
Subsidiaries  and would not in any manner draw into question the validity of any
Financing Document.

         4.10 Title to and  Condition of  Properties.  As of the date hereof and
the Closing Date (a) the Company and its  Subsidiaries  have good and marketable
title to all of the  properties  and other assets  (real or personal,  tangible,
intangible,  intangible  or mixed) they own or purport to own and (b) all leases
to  which  the  Company  or any of its  Subsidiaries  is a party  as  lessee  or
sublessee  are in full force and  effect,  except for such  defects in title and
such invalidity or  unenforceability  of leases as, in the aggregate,  could not
materially  adversely affect the condition  (financial or otherwise),  earnings,
business affairs or business prospects of the Company and its Subsidiaries taken
as a whole.

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         4.11 Not an  Investment  Company.  Neither  the  Company nor any of its
Subsidiaries  is  an  "investment  company"  or a  company  "controlled"  by  an
"investment company" within the meaning of the Investment Company Act of 1940.

         4.12 Full  Disclosure.  As of the date hereof and the Closing Date, all
information  furnished in writing by the Company to the  Shareholder  Purchasers
for  purposes  of or in  connection  with  this  Agreement  or  any  transaction
contemplated  hereby was true and accurate in all material  respects on the date
as of which such information was stated or certified.  As of the date hereof and
the Closing  Date,  the Company has disclosed to the  Shareholder  Purchasers in
writing,  including all disclosures set forth on the Company's  annual report on
Form 10-K for the fiscal  year  ended  September  30,  2000,  and all  quarterly
reports  filed by the Company  thereafter  with the  Commission on Form 10-Q and
current reports filed by the Company thereafter with the Commission on Form 8-K,
and all  filings  under  Regulation  14(A)  and  14(C) any and all facts (to the
extent the Company can now reasonably  foresee),  which materially and adversely
affect, or may so affect the business,  operations or financial condition of the
Company and its Consolidated  Subsidiaries,  taken as a whole, or the ability of
the Company to perform its obligations under the Financing Documents.

         4.13 Capitalization. The Company's authorized capital stock consists of
50,000,000  shares of common stock,  4,393,009 of which are  outstanding  on the
date  hereof,  and  1,000,000  shares  of  preferred  stock,  none of which  are
outstanding on the date hereof.  Except for (i) the Notes, (ii) certain Notes to
Brunswick, and (iii) options to purchase 404,964 shares of common stock pursuant
to employee  benefit plans as in effect on the Closing Date hereof,  the Company
does not have any  commitments,  agreements or obligations to issue common stock
on securities  exercisable,  convertible or exchangeable  for common stock.  The
Company  has  reserved  a  sufficient  number of shares of common  stock for the
issuance  of common  stock upon the  conversion  of the Notes at the  conversion
price in effect on the Closing Date.

         4.14  Non-Existence of Defaults.  Except as set forth in Schedule 4.14,
neither the Company nor any of its  Subsidiaries  is in default  with respect to
any material amount of its existing Debt.

         4.15  Capital.  All  issued  shares and all  outstanding  shares in the
Company's  Subsidiaries as reflected in the Company'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 of the Company's and
its Subsidiaries' issued shares and outstanding capital stock are fully paid and
non-assessable.   The  shares  of  the  Company's  common  stock  issuable  upon
conversion  of the Notes will be fully paid and  non-assessable  when  issued in
accordance with the terms of this Agreement and the Notes.

         4.16 Solvency.  The Company and its Subsidiaries  collectively now have
capital  sufficient to carry on their  respective  business and transactions and
all  business  and  transactions  in which  they are about to engage and are now
solvent and able to pay their debts as they  mature,  and they now own  property
having a value, greater than the amount required to pay all outstanding debts of
the Company and its Subsidiaries.

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4.17 Accuracy of Statements.  Neither this Agreement,  nor any statement,  list,
certificate or other information furnished or to be furnished by or on behalf of
the Company to the  Shareholder  Purchasers in connection with this Agreement or
any of the  transactions  contemplated  hereby,  nor any  annual,  quarterly  or
current  report or proxy  statement  filed by the  Company  with the  Commission
contains or, if filed or delivered on or prior to the Closing Date, will contain
any untrue  statement of a material fact regarding the Company,  or omits or, if
filed or delivered on or prior to the Closing Date will omit to state a material
fact necessary to make the statements  regarding the Company contained herein or
therein, in light of the circumstances in which they are made, not misleading.

                                   ARTICLE V

          REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER PURCHASERS

Each Shareholder Purchaser represents and warrants to the Company as follows:

         5.1 Authorization  and  Enforceability.  The Shareholder  Purchaser has
taken all action  necessary to permit it to execute and deliver  this  Agreement
and to carry out the terms hereof. This Agreement constitutes a legal, valid and
binding  obligation  of  the  Shareholder  Purchaser,  enforceable  against  the
Shareholder Purchaser in accordance with its terms.

         5.2 Government  Approvals.  To the best of the Shareholder  Purchaser's
knowledge,  the  Shareholder  Purchaser  is not  required  to obtain  any order,
consent,  approval or  authorization  of, or to make any  declaration  or filing
with, any  governmental  agency in connection with the execution and delivery of
this  Agreement  and the other  documents and  instruments  to be executed by it
pursuant hereto or thereto or the consummation of the transactions  contemplated
hereby and thereby.

         5.3 Brokers.  The Shareholder  Purchaser is not obligated to any broker
or finder or other person,  and the  Shareholder  Purchaser has not retained any
broker or finder or other  person,  who is entitled to any  broker's or finder's
fee or any other  commission or financial  advisory fee in  connection  with the
transactions contemplated hereby.

                                   ARTICLE VI

                         COMPLIANCE WITH SECURITIES LAWS

Each Shareholder Purchaser represents and warrants to the Company as follows:

         6.1 Investment  Intent of the  Shareholder  Purchaser.  The Shareholder
Purchaser  represents and warrants to the Company that it is acquiring the Notes
and, upon issuance in accordance with this Agreement,  the Underlying Shares for
its own account, with no present intention of selling or otherwise  distributing
the same to the public.

         6.2 Status of Notes. The Shareholder Purchaser has been informed by the
Company that neither the Notes nor the Underlying  Shares have been (or will be)
registered  under the Securities Act or under any state  securities laws (except

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pursuant  to Article XI of this  Agreement)  and are being  offered  and sold in
reliance upon federal and state  exemptions for  transactions  not involving any
public offering.

         6.3 Status of the  Shareholder  Purchaser.  The  Shareholder  Purchaser
represents  and  warrants to the  Company  that it is an  "accredited  investor"
within the meaning of Regulation D under the Securities Act.

         6.4 Transfer. Subject to the restrictions of Article IX:

                  (a) The Notes and the  Underlying  Shares may be  transferred,
         without  the need for the  Company's  consent,  pursuant  to (i) public
         offerings  registered  under the Securities  Act, (ii) Rule 144 or 144A
         promulgated  under  the  Securities  Act (or any  similar  rule then in
         force) or (iii) subject to the conditions set forth in Sections  6.4(b)
         and (c), any other legally available means of transfer.

                  (b) In connection with any transfer of any Notes or Underlying
         Shares  described  in  Section  6.4(a)(iii),  the  holder  of  Notes or
         Underlying  Shares shall deliver  written notice to the Company and the
         holders of Senior  Indebtedness  describing  in  reasonable  detail the
         proposed  transfer,  together  with an opinion of counsel to the effect
         that such transfer may be effected  without  registration of such Notes
         or Underlying Shares under the Securities Act; provided that no opinion
         of counsel  shall be needed with  respect to a transfer to a Subsidiary
         or Affiliate of a holder of Notes or Underlying  Shares.  Promptly upon
         receipt of such written notice and, if applicable, opinion, the Company
         shall prepare and deliver new  instruments  for the Notes or Underlying
         Shares being  transferred.  Promptly upon receipt of any opinion to the
         effect that no subsequent  transfer of Notes or Underlying Shares shall
         require  registration  under the  Securities  Act,  the  Company  shall
         prepare and deliver in connection with the consummation of the proposed
         transfer,  new  instruments  for the Notes or  Underlying  Shares being
         transferred that do not bear the legend referred to in Section 6.4(c).

                  (c) Except as provided in Section  6.4(b),  each Note shall be
         imprinted with a legend  substantially in the form set forth at the top
         of Exhibit A hereto.

                                  ARTICLE VII

                              CONDITIONS PRECEDENT

         7.1 Conditions  Precedent to the Shareholder  Purchaser's  Obligations.
The obligations of the  Shareholder  Purchasers to purchase Notes are subject to
satisfaction  (or written  waiver) at or prior to the  Closing of the  following
conditions:

                  (a)  The   representations   and  warranties  of  the  Company
         contained herein shall be true and correct when made and at the Closing
         Date;

                  (b) No action,  suit,  investigation  or  proceeding  shall be
         pending  or  threatened  before  any  court or  governmental  agency to
         restrain,  prohibit,  collect  damages  as a  result  of  or  otherwise
         challenge  this Agreement or any Note or any  transaction  contemplated
         hereby or thereby;

                                       8
<PAGE>

                  (c) Except as set forth in Schedule  4.14, no Event of Default
         or Default  shall have  occurred and be  continuing.  In addition,  the
         Company shall have received and provided to the Shareholder  Purchasers
         a  written  consent  signed  by  each  of the  lenders  of  the  Senior
         Indebtedness,  in form and substance  satisfactory  to the  Shareholder
         Purchasers,   consenting   to  this   Agreement,   the  Notes  and  the
         transactions  contemplated  thereby  and  confirming  that no  event of
         default or default  shall  occur  under the  agreements  governing  the
         Senior  Indebtedness  as a  result  of the  Company  entering  into the
         Agreement or the Notes or performing its  obligations  thereunder.  The
         Company shall have received and provided to the Shareholder  Purchasers
         a waiver signed by each of the lenders of the Senior  Indebtedness,  in
         form and substance satisfactory to the Shareholder Purchasers,  waiving
         all then existing  events of default or defaults  under the  agreements
         governing the Senior Indebtedness;

                  (d) All  governmental  and third party approvals  necessary or
         advisable  in  connection   with  the  Note,  this  Agreement  and  the
         transactions  contemplated  hereby and thereby shall have been obtained
         and be in full force and effect,  and all  applicable  waiting  periods
         shall have expired  without any action being taken or threatened by any
         competent  authority which would restrain,  prevent or otherwise impose
         adverse  conditions  on the Note,  this  Agreement or the  transactions
         contemplated hereby and thereby;

                  (e) There  shall have been no  disruption  or  adverse  change
         after the date hereof in the United States financial or capital markets
         generally, as reasonably determined by the Shareholder Purchasers;

                  (f)  The  Company  shall  have  delivered  to the  Shareholder
         Purchasers:

                           (i) certificates of a duly authorized  officer of the
                  Company  dated as of the  Closing  Date (A)  stating  that the
                  conditions  set forth in clauses  (a)  through  (c) and (e) of
                  this Section 7.1 have been  satisfied,  (B) setting  forth the
                  resolutions   of  the  board  of   directors  of  the  Company
                  authorizing  the execution and delivery of this  Agreement and
                  the Note and the consummation of the transactions contemplated
                  hereby and thereby and certifying that such  resolutions  were
                  duly  adopted and have not been  rescinded  or amended and (C)
                  certifying as to the incumbency of the officers of the Company
                  authorized  to sign this  Agreement  and the  other  Financing
                  Documents  along  with  a  specimen  signature  of  each  such
                  officer;

                           (ii)   copies  of  the   Company's   Certificate   of
                  Incorporation,  certified  by the  Secretary  of  State of the
                  State of Texas,  and the Company's  By-Laws,  certified by the
                  Secretary of the Company; and

                           (iii)   such   other   documents   relating   to  the
                  transactions contemplated hereby as the Shareholder Purchasers
                  may reasonably request.

                                       9
<PAGE>

                                  ARTICLE VIII

                            COVENANTS OF THE COMPANY

The Company  agrees that, so long as a Shareholder  Purchaser has any obligation
to purchase Notes or while any Notes remain outstanding:

         8.1 Information.  The Company will deliver to the Shareholder Purchaser
and each holder of Notes:

                  (a) as soon as available and in any event within 90 days after
         the end of each fiscal year of the Company, consolidated balance sheets
         of the Company and its Consolidated  Subsidiaries as of the end of such
         fiscal  year and the related  consolidated  statements  of  operations,
         stockholders' equity and cash flows for such fiscal year, setting forth
         in each case in  comparative  form the figures for the previous  fiscal
         year, all reported on in a manner acceptable to the Commission by Ernst
         & Young  LLP or other  independent  public  accountants  of  nationally
         recognized  standing and certified as to fairness of  presentation  and
         consistency by an Authorized Financial Officer of the Company;

                  (b) as soon as available and in any event within 45 days after
         the end of each of the first three  quarters of each fiscal year of the
         Company,  condensed  consolidated balance sheets of the Company and its
         Consolidated Subsidiaries as of the end of such quarter and the related
         condensed  consolidated  statements  of income  and cash flows for such
         quarter and for the portion of the  Company's  fiscal year ended at the
         end of such quarter, setting forth in each case in comparative form the
         figures for the corresponding  quarter and the corresponding portion of
         the Company's  previous  fiscal year, all certified  (subject to normal
         year-end  adjustments  and  condensation  pursuant  to the rules of the
         Commission) as to the fairness of  presentation  and  consistency by an
         Authorized Financial Officer of the Company;

                  (c) simultaneously  with the delivery of each set of financial
         statements  referred to in clauses (a) and (b) above,  a certificate of
         an  Authorized  Financial  Officer of the Company (i) setting  forth in
         reasonable detail and including the calculations  required to establish
         whether the Company was in compliance with the requirements of Sections
         8.6,  8.7,  8.8,  8.9 and 8.12  hereof  on the  date of such  financial
         statements  and (ii) stating  whether any Default exists on the date of
         such  certificate  and, if any Default then exists,  setting  forth the
         details  thereof and the action which the Company is taking or proposes
         to take with respect thereto;

                  (d) promptly upon the occurrence of any Default, a certificate
         of an  Authorized  Financial  Officer of the Company  setting forth the
         details  thereof and the action which the Company is taking or proposes
         to take with respect thereto;

                  (e) promptly upon the mailing  thereof to the  shareholders of
         the Company generally, copies of all financial statements,  reports and
         proxy statements so mailed;

                                       10
<PAGE>

                  (f)  promptly   upon  the  filing   thereof,   copies  of  all
         registration  statements  (other  than  the  exhibits  thereto  and any
         registration  statements on Form S-8 or its  equivalent) and reports on
         Forms 10-K, 10-Q and 8-K (or their equivalents) which the Company shall
         have filed with the Commission;

                  (g) if and when any member of the ERISA Group (i)  provides or
         is required to provide notice to the PBGC of any "reportable event" (as
         defined in Section  4043 of ERISA) with respect to any Plan which might
         constitute  grounds  for a  termination  of such Plan under Title IV of
         ERISA, or knows that the plan administrator of any Plan has provided or
         is required to provide notice of any such  reportable  event, a copy of
         the notice of such reportable event provided or required to be provided
         to the PBGC,  (ii)  receives  notice of complete or partial  withdrawal
         liability under Title IV of ERISA or notice that any Multiemployer Plan
         is in  reorganization,  is insolvent or has been terminated,  a copy of
         such  notice,  (iii)  receives  notice  from the PBGC under Title IV of
         ERISA of an intent  to  terminate,  impose  liability  (other  than for
         premiums  under  Section  4007 of ERISA) in  respect  of, or  appoint a
         trustee to administer any Plan, a copy of such notice, (iv) applies for
         a waiver of the  minimum  funding  standards  under  Section 412 of the
         Internal  Revenue  Code  with  respect  to any  Plan,  a copy  of  such
         application,  (v) gives  notice of intent to  terminate  any Plan under
         Section  4041(c)  of  ERISA,  a copy  of such  notice  and  such  other
         information  as is filed with the PBGC in  connection  therewith,  (vi)
         gives notice of  withdrawal  from any Plan  pursuant to Section 4063 of
         ERISA, a copy of such notice,  (vii)  receives  notice from the PBGC or
         any plan  administrator  of an intent to impose liability on any member
         of the ERISA  Group  with  respect  to any Other  Plan on  account of a
         transaction  described in Section  4069 or 4212(c) of ERISA,  a copy of
         such  notice,  (viii)  receives  notice  from  the  PBGC  or  any  plan
         administrator  of an intent to impose  liability  on any  member of the
         ERISA  Group  with  respect  to any Other  Plan on the basis  that such
         member of the ERISA  Group is a member of the  "controlled  group" with
         respect to such Other Plan under  Section  412(c)(11)  of the  Internal
         Revenue Code or Section 4001(a)(14) of ERISA, a copy of such notice, or
         (ix)  fails  to  make  any  payment  or  contribution  to any  Plan  or
         Multiemployer  Plan or  makes  any  amendment  to any  Plan  which  has
         resulted or could result in the  imposition of a Lien or the posting of
         a bond or other  security  under  Section  302(f)  of ERISA or  Section
         401(a)(29) or 412(n) of the Internal  Revenue Code, a certificate of an
         Authorized  Financial Officer of the Company setting forth all material
         and relevant details as to such occurrence or event and the action,  if
         any,  which the  Company or the  applicable  member of the ERISA  Group
         proposes or,  after  consultation  with  counsel,  believes  that it is
         required to take;

                  (h) as soon as available and in any event within 45 days prior
         to the commencement of each fiscal year, budgets of the Company and its
         Subsidiaries prepared in good faith detailing proposed expenditures and
         revenues for such upcoming fiscal year; and

                  (i) from time to time such  additional  information  regarding
         the  financial  position  or  business  of  the  Company  or any of its
         Subsidiaries as any holder of Notes may reasonably request.

                                       11
<PAGE>

         8.2 Maintenance of Property; Insurance. The Company will keep, and will
cause each of its  Subsidiaries to keep, all property  necessary in its business
in good working order and condition, ordinary wear and tear excepted.

                  (a) The Company will, and will cause each of its  Subsidiaries
         to, maintain (either in the name of the Company or in such Subsidiary's
         own name) with financially sound and responsible  insurance  companies,
         insurance on all their  respective  properties in at least such amounts
         and against at least such risks (and with such risk  retention and self
         insurance) as are usually  insured  against in the same general area by
         companies  of  established  repute  engaged  in the  same or a  similar
         business.  The Company will  furnish to the holders of the Notes,  upon
         request, information presented in reasonable detail as to the insurance
         so carried.

         8.3 Compliance with Laws. The Company will comply,  and will cause each
of its  Subsidiaries to comply,  with all applicable  laws,  ordinances,  rules,
regulations   and   requirements   of   governmental    authorities   (including
Environmental Laws and ERISA and the rules and regulations  thereunder)  (except
(i) where the failure to so comply  would not  materially  adversely  affect the
business,  consolidated financial position or consolidated results of operations
of the  Company  and its  Subsidiaries  and  would not in any  manner  draw into
question the validity of any  Financing  Document or (ii) where the necessity of
compliance  therewith is contested in good faith by appropriate  proceedings and
for which adequate  reserves have been  established in accordance with generally
accepted  accounting  principles)  and  will  maintain  and  cause  each  of its
Subsidiaries to maintain all governmental  licenses,  approvals,  authorizations
and  consents  necessary  for the conduct of the business of the Company and its
Subsidiaries  (except where the failure to maintain such governmental  licenses,
approvals, authorizations and consents would not materially adversely affect the
business,  consolidated financial position or consolidated results of operations
of the  Company  and its  Subsidiaries  and  would not in any  manner  draw into
question the validity of any Financing Document).

         8.4 Inspection of Property,  Books and Records.  The Company will keep,
and will  cause each of its  Subsidiaries  to keep,  proper  books of record and
account in which full,  true and correct  entries  shall be made of all dealings
and transactions in relation to its business and activities and will permit, and
will cause each such  Subsidiary  to  permit,  representatives  of any holder of
Notes to visit and inspect any of its properties,  to examine and make abstracts
from any of its books and records (excluding confidential manufacturer contracts
or other such similar  data) and to discuss its  affairs,  finances and accounts
with its officers,  employees and independent  public  accountants,  all at such
reasonable  times and upon reasonable  notice to the Company and as often as may
reasonably  be desired;  provided that (i) unless an Event of Default shall have
occurred  and be  continuing,  the  Company  shall not be  obligated  to pay the
expenses of the holders'  respective  representatives  and (ii) the Company will
have an opportunity to  participate in any  discussions  that take place between
representatives  of any  holder of Notes and the  Company's  independent  public
accountants.

         8.5 Ownership of Stock of Wholly-Owned  Subsidiaries.  The Company will
at all times  maintain,  or cause a  Wholly-Owned  Subsidiary  of the Company to
maintain, ownership of 100% of each class of voting securities of, and all other
equity  securities  (except for  directors'  qualifying  shares) in, each of its

                                       12
<PAGE>

Subsidiaries that shall be a Wholly-Owned  Subsidiary of the Company on the date
hereof  and each  Person  that shall  become a  Wholly-Owned  Subsidiary  of the
Company  after  the date  hereof,  except  in each  case  any such  Wholly-Owned
Subsidiary that shall hereafter be disposed of in its entirety,  consolidated or
merged  with or into the  Company or another  such  Wholly-Owned  Subsidiary  or
liquidated.

         8.6 Investments.  Neither the Company nor any of its Subsidiaries  will
make or acquire after the date hereof any Investment other than:

                  (a)  Investments  in  the  Company  or  in  Persons  that  are
         Subsidiaries of the Company on the date hereof;

                  (b) Temporary Cash Investments;

                  (c) negotiable  instruments endorsed for deposit or collection
         or  similar  instruments  received  or  held  by  the  Company  or  its
         Subsidiaries in the ordinary course of business; and

                  (d)  promissory  notes  and  other  Investments   received  as
         consideration for facilities sold, provided that the aggregate net book
         value of all outstanding Investments permitted by this clause (d) shall
         not, at any time, exceed $2,500,000.

         8.7  Restricted  Payments on Stock.  Neither the Company nor any of its
Subsidiaries   shall  (a)  declare  or  make  any  dividend   payment  or  other
distribution  on any capital stock of the Company (other than dividends  payable
solely in shares of the  Company's  capital  stock) or (b)  declare  or make any
payment on account of the purchase, redemption, retirement or acquisition of the
Company's capital stock.

         8.8 Maximum Debt to Tangible Net Worth. The Company will maintain as of
the last day of each  fiscal  quarter  ending on or after  September  30, 2001 a
ratio of (a) Debt (less the Notes contemplated herein) to (b) Tangible Net Worth
of not more than Four and One-Half to One (4.5:1.0).  "Tangible Net Worth" means
the  book  value  of  the  Company's  assets  less  liabilities   (including  as
liabilities all reserves for  contingencies  and other  potential  liabilities),
excluding from  liabilities  all unearned  income and excluding from such assets
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;
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.

         8.9 Senior  Indebtedness  Outstanding.  The Company will not permit the
aggregate  outstanding  principal  amount of Senior  Indebtedness at any time to
exceed $110,000,000 plus seasonal or temporary increases.

         8.10 Consolidations,  Mergers and Sales of Assets.  Neither the Company
nor any of its Subsidiaries will (i) consolidate or merge with or into any other
Person,  unless the Company or, except in the case of a merger or  consolidation
to which the Company is a party, a Wholly-Owned Subsidiary of the Company is the
surviving  corporation  or (ii) sell,  lease or  otherwise  transfer  all or any

                                       13
<PAGE>

substantial part of the assets of the Company and its  Subsidiaries,  taken as a
whole,  to any other Person,  provided that this Section 8.10 shall not apply to
mergers,  dissolutions,  reorganizations  or liquidations of Subsidiaries of the
Company that have disposed of all or substantially all of their assets.

         8.11 Changes to the Company's Business.  The Company will not, and will
not permit any of its  Subsidiaries  to,  engage in any business  other than the
Retail Marine Business.

         8.12 Lease Conversions.  With the exception of the Company's operations
in Knoxville, Tennessee and in New Orleans, Louisiana, the Company will not, and
will not permit any of its  Subsidiaries  to, make any Lease  Conversion  in any
calendar year unless:

                  (ii)  the  aggregate  consideration  paid or to be paid by the
         Company and its  Subsidiaries  in connection  with the  termination  of
         leases or the acquisition of facilities and related  property  pursuant
         to such Lease  Conversion and all other Lease  Conversions  made during
         such calendar year would not exceed $250,000 net of any financing; and

                  (iii) to the extent such Lease  Conversion is financed or will
         be financed with Debt of the Company or any of its  Subsidiaries,  such
         Debt is incurred within one year of such Lease Conversion.

         8.13  Transactions with Affiliates.  Exclusive of management  services,
financing activities and other business activities conducted pursuant to written
agreements with the Company or one of its Subsidiaries signed prior to September
1, 2001, the Company will not, and will not permit any of its  Subsidiaries  to,
enter into any  transaction  or arrangement  with any Affiliate,  other than the
Company or any of its  Subsidiaries  (including  the purchase  from,  sale to or
exchange of  property  with,  or the  rendering  of any  service by or for,  any
Affiliate),  except in the  ordinary  course of and  pursuant to the  reasonable
requirements of the Company's or such Subsidiary's (as the case may be) business
and upon fair and  reasonable  terms no less  favorable  to the  Company or such
Subsidiary than would be obtained in a comparable arm's-length  transaction with
a Person other than an Affiliate.

         8.14  Senior  Indebtedness  Consent.  Prior to the  Closing  Date,  the
Company  will  obtain  the  consent  of the  requisite  holders  of  the  Senior
Indebtedness to allow the issuance and maturity of the Notes,  without violating
the agreements governing the Senior Indebtedness.

         8.15 Taxes. The Company agrees that any and all payments by the Company
hereunder  or under  the  Notes  shall be made,  free and  clear of and  without
deduction  for any and all present or future Taxes (other than  Excluded  Taxes)
now or  hereafter  imposed  on each  holder  of a Note or its  property.  If the
Company shall be required by law to deduct any Taxes (other than Excluded Taxes)
from or in respect of any sum payable hereunder or under the Notes to any holder
of a Note,  (i) the sum payable  shall be  increased as may be necessary so that
after  making  all  required  deductions  (including  deductions  applicable  to
additional  sums payable under this Section 8.15) such holder receives an amount
equal to the sum it would have received had no such  deductions  been made, (ii)
the Company shall make such  deductions and (iii) the Company shall pay the full
amount  deducted  to  the  relevant  taxing  authority  or  other  authority  in
accordance  with applicable law. For purposes  hereof:  (x) "Taxes" means,  with

                                       14
<PAGE>

respect to any Person, any taxes,  assessments or other governmental  charges on
levies  imposed upon such Person,  such Person's  income or any of such Person's
properties, franchises or assets; and (y) "Excluded Taxes" means, in the case of
payments made to any holder of a Note,  net income taxes and franchise  taxes in
lieu  of net  income  taxes  imposed  on  such  Person  by its  jurisdiction  of
organization,  the  jurisdiction in which its office for maintaining its loan is
located or any political  subdivision of either such  jurisdiction or the United
States or any state or political subdivision thereof.

                  (a) The  Company  shall pay any  present  or  future  stamp or
         documentary  taxes or any other  excise or property  taxes,  charges or
         similar  levies  ("Other  Taxes")  which  arise from any  payment  made
         hereunder  or  under  the  Notes  or from the  execution,  delivery  or
         registration,  or  otherwise  with  respect to, this  Agreement  or the
         Notes.

                  (b) The Company shall  indemnify each holder of a Note for the
         full  amount of Taxes  (other  than  Excluded  Taxes)  and Other  Taxes
         (including  any Taxes  (other  than  Excluded  Taxes)  and Other  Taxes
         imposed by any jurisdiction on amounts payable under this Section 8.15)
         paid by such holder of a Note or any liability (including penalties and
         interest)  arising  therefrom or with respect  thereto,  whether or not
         such Taxes (other than Excluded Taxes) or Other Taxes were correctly or
         legally asserted. This indemnification shall be made within thirty (30)
         days from the date a holder of a Note makes written demand therefor.

                  (c) Within  thirty  (30) days after the date of the payment of
         Taxes (other than  Excluded  Taxes) or Other Taxes,  the Company  shall
         furnish to each  holder of a Note at its address  specified  in Section
         13.3, the original or a certified copy of a receipt  evidencing payment
         thereof.

                  (d) Without  prejudice to the survival of any other  agreement
         of the Company hereunder, the agreements and obligations of the Company
         contained in this Section 8.15 shall survive the payment in full of all
         obligations with respect to the Notes. 8.16 No Additional Stores. Prior
         to the Company or its Subsidiaries  opening any stores or facilities in
         addition  to those in  existence  on the  date of this  Agreement,  the
         Company  shall  provide   projected   balance   sheets  and  cash  flow
         projections  to the Majority  Noteholders  for review and approval;  if
         such projections demonstrate to the Majority Noteholders'  satisfaction
         that the new store will be accretive  to both net income and  operating
         cash flow by the end of the first 12 months  following  the  opening of
         such  new  store,  the  Majority  Noteholders  shall  not  unreasonably
         withhold such approval.

                                   ARTICLE IX

                                  SUBORDINATION

         9.1 Extent of Subordination. The indebtedness evidenced by the Notes is
subject to the terms of three separate Subordination  Agreements - Travis Boats,
Inc. Indebtedness to Shareholder  Purchasers,  each dated as of the date hereof,
one with  respect  to  Transamerica  Commercial  Finance  Corporation  as senior
lender, one with respect to Deutsche  Financial  Services  Corporation as senior

                                       15
<PAGE>

lender,  and one with respect to Brunswick  Corporation  as senior  subordinated
lender. No provision of this Section 9.1 shall be deemed to subordinate,  to any
extent,  any claim or right of any holder of the Notes to any claim  against the
Company by any  creditor  or any other  Person  except to the  extent  expressly
provided in the above referenced Subordination Agreements.

                                   ARTICLE X

                                EVENTS OF DEFAULT

         10.1  Events  of  Default.  For  purposes  of the  Notes,  an "Event of
Default" shall be deemed to have occurred if:

                  (a) the  Company  fails to pay when  due the  full  amount  of
         interest  then accrued and unpaid on any Note or the full amount of any
         principal payment on any Note;

                  (b)  the  Company  fails  to  perform  or  observe  any  other
         provision  contained in the Notes or in this Agreement and such failure
         to perform  shall  continue for 30 days after  notice  thereof from the
         holders of the Note to the Company;

                  (c) any representation,  warranty or information  contained in
         this  Agreement  or required to be furnished to any holder of the Notes
         pursuant to this Agreement,  or any writing furnished by the Company to
         any holder of the Notes, is false or misleading in any material respect
         on the date made or furnished;

                           (i) the Company makes an  assignment  for the benefit
                  of  creditors  or admits in writing its  inability  to pay its
                  debts  generally as they become due; or an order,  judgment or
                  decree  is  entered   adjudicating  the  Company  bankrupt  or
                  insolvent; or any order for relief with respect to the Company
                  is entered under the Federal  Bankruptcy  Code; or the Company
                  petitions or applies to any tribunal for the  appointment of a
                  custodian,  trustee, receiver or liquidator of the Company, or
                  of any  substantial  part of the  assets  of the  Company,  or
                  commences  any  proceeding  relating to the Company  under any
                  bankruptcy    reorganization,     arrangement,     insolvency,
                  readjustment  of debt,  dissolution or liquidation  law of any
                  jurisdiction; or any such petition or application is filed, or
                  any such  proceeding  is  commenced,  against  the Company and
                  either the Company by any act indicates its approval  thereof,
                  consent  thereto or  acquiescence  therein  or such  petition,
                  application or proceeding is not dismissed within 60 days;

                           (ii) without notice to, and approval by, the Majority
                  Noteholders, any Subsidiary of the Company makes an assignment
                  for  the  benefit  of  creditors  or  admits  in  writing  its
                  inability to pay its debts generally as they become due; or an
                  order,   judgment  or  decree  is  entered   adjudicating  any
                  Subsidiary of the Company bankrupt or insolvent;  or any order
                  for relief with  respect to any  Subsidiary  of the Company is
                  entered under the Federal  Bankruptcy  Code; or any Subsidiary
                  of the Company  petitions  or applies to any  tribunal for the

                                       16
<PAGE>

                  appointment of a custodian, trustee, receiver or liquidator of
                  any Subsidiary of the Company,  or of any substantial  part of
                  the assets of any Subsidiary of the Company,  or commences any
                  proceeding   (other  than  a  proceeding   for  the  voluntary
                  liquidation  and dissolution of any Subsidiary of the Company)
                  relating to any Subsidiary of the Company under any bankruptcy
                  reorganization, arrangement, insolvency, readjustment of debt,
                  dissolution or  liquidation  law of any  jurisdiction;  or any
                  such petition or application is filed,  or any such proceeding
                  is commenced, against any Subsidiary of the Company and either
                  (x) any such  Subsidiary  of the Company by any act  indicates
                  its approval thereof,  consent thereto or acquiescence therein
                  or  (y)  such  petition,  application  or  proceeding  is  not
                  dismissed within 60 days;

                  (d) a judgment in excess of  $300,000 is rendered  against the
         Company or any Subsidiary and, within 60 days after entry thereof, such
         judgment is not discharged or execution  thereof stayed pending appeal,
         or within 60 days after the expiration of any such stay,  such judgment
         is not discharged;

                  (e) the Company or any Subsidiary  defaults in the performance
         of any Senior  Indebtedness,  if the effect of such default is to cause
         the demand for payment and any Senior  Indebtedness to become due prior
         to its stated maturity or to permit the holder or holders of any Senior
         Indebtedness  to cause any Senior  Indebtedness  to become due prior to
         its stated maturity;

                  (f)  the  financial   ratio   covenants  under  any  agreement
         governing Senior  Indebtedness is breached and such breach is not cured
         (by amendment, waiver or otherwise) within 90 days;

                  (g) the Company or any Subsidiary  defaults in the performance
         of any obligation other than Senior  Indebtedness if the effect of such
         default is to cause an amount exceeding $250,000 to become due prior to
         its  stated  maturity  or to  permit  the  holder  or  holders  of such
         obligation to cause an amount exceeding $250,000 to become due prior to
         its stated maturity; or

                  (h) at any time any  Person  or group  of  Persons  acting  in
         concert directly or indirectly owns,  controls or has the power to vote
         more than 50% of the shares of Common Stock then outstanding.

         10.2 Consequences of Events of Default.  Subject to the restrictions of
Article IX:

                  (a) If an Event of  Default of the type  described  in Section
         10.1(a)  or (b) has  occurred  and  continued  for 15 days or any other
         Event of Default has  occurred,  the  interest  rate on the Notes shall
         increase  immediately  by an increment  of 5  percentage  points to the
         extent  permitted  by law.  Thereafter,  until such time as no Event of
         Default exists,  the interest rate shall increase  automatically at the
         end of each  succeeding  30-day period by an additional  increment of 1
         percentage  point to the extent permitted by law (but in no event shall
         the interest rate exceed 18%). If any other Event of Default  described
         in Section 10.1(a) or (b) occurs;  the interest rate on the Notes shall
         increase  immediately  by an increment  of 2  percentage  points to the

                                       17
<PAGE>

         extent  permitted by law. Any increase of the interest  rate  resulting
         from the operation of this subparagraph shall terminate as of the close
         of business on the date on which no Event of Default exists (subject to
         subsequent increases pursuant to this subparagraph).

                  (b) If an Event of  Default of the type  described  in Section
         10.1(d)(i) has occurred,  the aggregate  principal  amount of the Notes
         (together  with all  accrued  interest  thereon  and all other  amounts
         payable in  connection  therewith)  shall  become  immediately  due and
         payable without any action on the part of the holders of the Notes, and
         the  Company  shall,  subject to Article  IX, pay to the holders of the
         Notes all amounts due and payable with respect to the Notes.

                  (c) If any Event of  Default  (other  than an Event of Default
         under Section  10.1(d)(i)) has occurred,  the Majority  Noteholders may
         declare all or any portion of the outstanding  principal  amount of the
         Notes (together with all accrued interest thereon and all other amounts
         due in  connection  therewith)  due and payable and demand,  subject to
         Article IX, payment of all or any portion of the outstanding  principal
         amount of the Notes owned by such holder or holders.  The Company shall
         give prompt  written  notice of any such demand to the other holders of
         Notes,  each of which may, subject to Article IX, demand payment of all
         or any portion of such  holder's Note and the Company shall also give a
         copy of such demand to the holders of Senior Indebtedness  concurrently
         with sending such demand to the other  holders of Notes.  If any holder
         or holders of the Notes demand immediate payment and all or any portion
         of such holder's Notes,  the Company shall,  subject to Article IX, pay
         to such holder or holders all amounts due and payable  with  respect to
         such Notes.

                  (d) Each holder of the Notes shall also have any other rights,
         subject to Article IX, which such holder may have been  afforded  under
         any  contract or  agreement at any time and any other rights which such
         holder may have pursuant to applicable law.

                  (e) The Company hereby waives diligence,  presentment, protest
         and demand and notice of protest and demand, dishonor and nonpayment of
         any Note, and expressly agrees that any Note, or any payment hereunder,
         may be  extended  from  time to time and that the  holder  thereof  may
         accept  security  for any Note or release  security  for any Note,  all
         without in any way affecting the liability of the Company hereunder.

                                   ARTICLE XI

                               REGISTRATION RIGHTS

         11.1 Piggyback Registrations.

                  (a) If the Company  proposes to register  any shares of Common
         Stock or any securities  convertible  into shares of Common Stock under
         the Securities  Act (other than pursuant to (i) a registration  on Form
         S-4 or any  successor  form,  or  (ii) an  offering  of  securities  in
         connection with an employee benefit, share dividend, share ownership or
         dividend reinvestment plan) and the registration form to be used may be
         used for the registration of Registrable  Shares, the Company will give
         prompt  written  notice to all  holders  of  Registrable  Shares of its

                                       18
<PAGE>

         intention to effect such a registration  (each,  a "Piggyback  Notice")
         and, subject to Section 11.1(b) and (c) below, the Company will include
         in such  registration all Registrable  Shares with respect to which the
         Company has received written  requests for inclusion  therein within 15
         business  days  after  the date of  sending  the  Piggyback  Notice  (a
         "Piggyback Registration"), unless, if the Piggyback Registration is not
         an  underwritten  offering,  the  Company  in its  reasonable  judgment
         determines   that,  or  in  the  case  of  an  underwritten   Piggyback
         Registration,  the managing  underwriters advise the Company in writing
         that in their  opinion,  the  inclusion  of  Registrable  Shares  would
         adversely interfere with such offering, affect the Company's securities
         in the public  markets,  or  otherwise  adversely  affect the  Company.
         Nothing  herein  shall  affect the right of the Company to withdraw any
         such registration in its sole discretion.

                  (b) If a Piggyback  Registration is a primary  registration on
         behalf of the Company  and,  if the  Piggyback  Registration  is not an
         underwritten   offering,   the  Company  in  its  reasonable   judgment
         determines   that,  or  in  the  case  of  an  underwritten   Piggyback
         Registration,  the managing  underwriters advise the Company in writing
         that in  their  opinion,  the  number  of  securities  requested  to be
         included in such  registration  exceeds the number which can be sold in
         an orderly  manner  within a price range  reasonably  acceptable to the
         Company,  the Company will include in such  registration (i) first, the
         securities  the  Company   proposes  to  sell  and  (ii)  second,   the
         Registrable  Shares  requested to be included in such  Registration and
         any other securities requested to be included in such registration, pro
         rata  among  the  holders  of  Registrable   Shares   requesting   such
         registration  and the holders of such other  securities on the basis of
         the number of securities  requested for inclusion in such  registration
         by each such holder.

                  (c)  If a  Piggyback  Registration  is a  demand  registration
         pursuant  to the  Subordinated  Note  Purchase  Agreement  between  the
         Company and  Brunswick  Corporation  dated as of December 14, 2001 (the
         "Senior  Subordinated  Purchase  Agreement),   and  if  such  Piggyback
         Registration is not an underwritten  offering,  the Company  determines
         that, or if such Piggyback  Registration is an  underwritten  offering,
         the managing  underwriters  advise the Company in writing that in their
         opinion,  the  number  of  securities  requested  in such  registration
         exceeds  the  number  which  can be sold in an  orderly  manner in such
         offering within a price range acceptable to the holders requesting such
         registration,  the Company will include in such registration (i) first,
         the  securities  requested to be included in such  registration  by the
         holders of "Registrable  Shares" (as defined in the Senior Subordinated
         Purchase  Agreement),  (ii) any securities the Company proposes to sell
         and  (iii)  the  Registrable  Shares  (as  defined  in this  Agreement)
         requested to be included in such  registration and any other securities
         requested  to be  included  in such  registration,  pro rata  among the
         holders of Registrable Shares (as defined in this Agreement) requesting
         such registration and the holders of such other securities on the basis
         of the number of shares requested for inclusion in such registration by
         each such holder.

                  (d) If a Piggyback  Registration  is a secondary  registration
         other than as described in Section  11.1(c) on behalf of holders of the
         Company's securities other than the holders of Registrable Shares, and,
         if the Piggyback  Registration  is not an  underwritten  offering,  the

                                       19
<PAGE>

         Company  determines  that, or in the case of an underwritten  Piggyback
         Registration,  the managing  underwriters advise the Company in writing
         that in  their  opinion,  the  number  of  securities  requested  to be
         included in such  registration  exceeds the number which can be sold in
         an orderly manner in such offering  within a price range  acceptable to
         the holders initially  requesting such  registration,  the Company will
         include in such  registration  the securities  requested to be included
         therein by the holders requesting such registration and the Registrable
         Shares  requested to be included in such  registration,  pro rata among
         the holders of securities  requesting such registration on the basis of
         the number of securities  requested for inclusion in such  registration
         by each such holder.

                  (e) In the case of an underwritten Piggyback Registration, the
         Company  will have the right to select  the  investment  banker(s)  and
         manager(s) to administer the offering. If requested by the underwriters
         for  any  underwritten   offerings  by  Registered  Holders,   under  a
         registration  requested  pursuant to Section 11.1(a),  the Company will
         enter into a customary  underwriting  agreement with such  underwriters
         for such offering,  which agreement shall contain such  representations
         and   warranties  by  the  Company  and  such  other  terms  which  are
         customarily  contained  in  agreements  of this  type.  The  Registered
         Holders  requesting  registration shall be a party to such underwriting
         agreement  and may,  at their  option,  require  that any or all of the
         conditions precedent to the obligations of such underwriters under such
         underwriting  agreement also be conditions precedent to the obligations
         of Registered Holders.  The Registered Holders shall not be required to
         make any representations or warranties to or agreement with the Company
         or  the  underwriters   other  than   representations,   warranties  or
         agreements regarding the Registered Holders and the Registered Holders'
         intended  method  of  distribution  and  any  other  representation  or
         warranties required by law.

         11.2 Demand Registration. The holders of the Registrable Shares, at any
time, may require the Company to effect the  registration of Registrable  Shares
pursuant to this Section 11.2; provided that no registration  statement shall be
required to be initiated or declared  effective prior to the date that the Notes
may be converted in accordance  with the terms of paragraph 3 of the Notes.  The
right to demand  registration  under this  Section  11.2 may be exercised on two
separate occasions;  provided, that if a request is withdrawn in accordance with
the terms  hereof,  it shall not be deemed to be a demand  for  registration.  A
shelf  registration may be demanded  pursuant to this Section 11.2. These demand
registration  rights may only be exercised if the  Majority  Registered  Holders
give  notice to the  Company to the effect that  holders of  Registrable  Shares
intend to (i) transfer all or any part of the Registrable Shares or (ii) convert
all or any part of the Notes  and  transfer  all or any part of the  Registrable
Shares  issuable upon the  conversion  thereof under such  circumstances  that a
public  distribution   (within  the  meaning  of  the  Securities  Act)  of  the
Registrable  Shares will be involved,  then the Company (A) within 10 days after
receipt of such notice  shall give written  notice of the proposed  registration
pursuant to this Section 11.2 to the other holders of Registrable Shares and (B)
within  45 days  after  receipt  of such  notice  from the  Majority  Registered

                                       20
<PAGE>

Holders,  shall file a registration  statement pursuant to the Securities Act in
order that all Registrable Shares of the holders requesting registration thereof
either pursuant to the original notice from the Majority Registered Holders give
pursuant to this sentence or by written  notice given to the Company during such
45-day  period,  may  be  sold  under  the  Securities  Act  as  promptly  as is
practicable thereafter. The Company shall use its best efforts to cause any such
registration  to become  effective as promptly as is practicable and to keep the
prospectus  included  therein  current  for 135 days  after the  effective  date
thereof or until the  distribution  shall be completed,  whichever first occurs;
provided,  however,  that such  holders  shall  furnish  the  Company  with such
appropriate  information as is required in connection with such  registration as
the  Company  may  reasonably  request in  writing.  If, at the time the Company
receives  notice  pursuant  to this  Section  11.2,  it would be  impossible  or
impracticable  to include the Company's  most recent fiscal  year-end  financial
statements  as the most recent  certified  financial  statements  required to be
included in the  registration  statement,  the Company's  obligation to effect a
registration  pursuant  to this  Section  11.2  shall  be  suspended  until  the
Company's next fiscal year-end  financial  statements are due in accordance with
applicable securities law regulations applicable to reporting companies,  and at
which time the  Company  shall  again be  required  to effect  the  registration
pursuant to this  Section  11.2 unless the  request  for  registration  has been
withdrawn by the Majority Registered  Holders.  If the managing  underwriter for
any  offering  made  pursuant to this Section 11.2 (who shall be selected by the
Majority  Registered  Holders,  subject  to the  consent of the  Company,  which
consent shall not be unreasonably withheld) advises the Company in writing that,
in its opinion,  the inclusion of all of the Registrable  Shares requested to be
included  in such  registration  by the  holders  of  Registrable  Shares  would
materially adversely affect the distribution of all such securities,  then there
shall be  included  in such  registration  only the  shares  of the  holders  of
Registrable Shares pro rata based on the number of shares originally proposed to
be registered by each holder of  Registrable  Shares and no other  securities of
the Company may be included in such  registration.  In lieu of having its number
of  Registrable  Shares  included in the  registration  reduced  pursuant to the
previous  sentence,  any holder of  Registrable  Shares thereof may, at its sole
option,  delay its  offering  and sale for a period not to exceed 120 days after
the  effective  date of such  registration  as such managing  underwriter  shall
reasonably  request.  In the event of such delay, the Company shall use its best
efforts to effect any registration or qualification under the Securities Act and
the  securities  or blue sky laws of any  jurisdiction  as may be  necessary  to
permit such prospective  seller to make its proposed offering and sale following
the end of such  period  of  delay.  A  registration  will not count as a demand
registration  under this  Section  11.2 until it has  become  effective  and the
holders of the Registrable Shares  participating in the demand  registration are
able to  register  and sell at least 90% of the  Registrable  Shares  originally
requested to be included in such registration.

         11.3 Registration Procedures.

                  (a) The Company shall promptly  notify the Registered  Holders
         of the occurrence of the following events:

                                       21
<PAGE>

                           (iii) when any registration statement relating to the
                  Registrable  Shares or post-effective  amendment thereto filed
                  with the Commission has become effective;

                           (iv) the issuance by the Commission of any stop order
                  suspending the  effectiveness  of any  registration  statement
                  relating to the Registrable Shares;

                           (v) the Company's  receipt of any notification of the
                  suspension  of the  qualification  of any  Registrable  Shares
                  covered  by  a   registration   statement   for  sale  in  any
                  jurisdiction; and

                           (vi) the existence of any event, fact or circumstance
                  that  results  in  a  registration   statement  or  prospectus
                  relating to  Registrable  Shares or any document  incorporated
                  therein  by  reference   containing  an  untrue  statement  of
                  material fact or omitting to state a material fact required to
                  be stated therein or necessary to make the statements  therein
                  not misleading during the distribution of securities.

The Company agrees to use its best efforts to obtain the withdrawal of any order
suspending the  effectiveness  of any such  registration  statement or any state
qualification  as  promptly  as  possible.   The  Registered  Holder  agrees  by
acquisition of the  Registrable  Shares that upon receipt of any notice from the
Company  of the  occurrence  of any  event  of the  type  described  in  Section
11.3(a)(ii),  (iii)  or (iv)  to  immediately  discontinue  its  disposition  of
Registrable  Shares  pursuant  to any  registration  statement  relating to such
securities  until the  Registered  Holder's  receipt of written  notice from the
Company that such disposition may be made.

                  (b) The Company shall provide to the Registered Holders, at no
         cost to the Registered  Holders,  a copy of the registration  statement
         and any  amendment  thereto  used to  effect  the  registration  of the
         Registrable  Shares,  each  prospectus  contained in such  registration
         statement or  post-effective  amendment and any amendment or supplement
         thereto and such other documents as the requesting  Registered  Holders
         may reasonably  request in order to facilitate  the  disposition of the
         Registrable Shares covered by such registration statement.  The Company
         consents to the use of each such prospectus and any supplement  thereto
         by the Registered  Holders in connection  with the offering and sale of
         the Registrable  Shares covered by such  registration  statement or any
         amendment  thereto.  The Company shall also file a sufficient number of
         copies of the prospectus and any post-effective amendment or supplement
         thereto  with the  securities  exchange  or market  on which  shares of
         Common Stock are then listed so as to enable the Registered  Holders to
         have the benefits of the  prospectus  delivery  provisions  of Rule 153
         under the Securities Act, if applicable.

                  (c) The  Company  agrees to use its best  efforts to cause the
         Registrable Shares covered by a registration statement to be registered
         with  or  approved  by  such  state  securities  authorities  as may be
         necessary  to  enable  the   Registered   Holders  to  consummate   the
         disposition  of such shares  pursuant to the plan of  distribution  set
         forth in the registration statement.

                                       22
<PAGE>

                  (d) If any event, fact or circumstance  requiring an amendment
         to a  registration  statement  relating  to the  Registrable  Shares or
         supplement  to a prospectus  relating to the  Registrable  Shares shall
         exist,  immediately  upon becoming  aware thereof the Company agrees to
         notify the Registered Holders and prepare and furnish to the Registered
         Holders a  post-effective  amendment to the  registration  statement or
         supplement to the  prospectus or any document  incorporated  therein by
         reference or file any other  required  document so that,  as thereafter
         delivered to the purchasers of the Registrable  Shares,  the prospectus
         will not  contain an untrue  statement  of a  material  fact or omit to
         state any material fact  required to be stated  therein or necessary to
         make the statements therein not misleading.

                  (e) The Company agrees to use its best efforts  (including the
         payment of any listing  fees) to obtain the listing of all  Registrable
         Shares  covered  by  the  registration  statement  on  each  securities
         exchange  on which  securities  of the same  class or  series  are then
         listed.

                  (f) The Company  agrees to use its best efforts to comply with
         the  Securities  Act and the Exchange Act in connection  with the offer
         and sale of Registrable  Shares  pursuant to a registration  statement,
         and, as soon as reasonably  practicable following the end of any fiscal
         year during which a registration  statement effecting a Registration of
         the Registrable Shares shall have been effective,  to make available to
         its security holders an earnings statement satisfying the provisions of
         Section 11(a) of the Securities Act.

                  (g)  The  Company   agrees  to  cooperate   with  the  selling
         Registered Holders to facilitate the timely preparation and delivery of
         certificates  representing  Registrable Shares to be sold pursuant to a
         Registration  and not bearing  any  Securities  Act legend;  and enable
         certificates for such Registrable  Shares to be issued for such numbers
         of shares and  registered in such names as the  Registered  Holders may
         reasonably  request  at least two  business  days  prior to any sale of
         Registrable Shares.

         11.4 Expenses of  Registration.  The Company shall pay all Registration
Expenses  incurred  in  connection  with  the  registration,   qualification  or
compliance  pursuant to Article XI. All Selling Expenses  incurred in connection
with the sale of Registrable  Shares by any of the  Registered  Holders shall be
borne by the Registered Holder selling such Registrable  Shares. Each Registered
Holder shall pay the expenses of its own counsel.

         11.5 Registration Indemnification.

                  (a) The Company will indemnify each  Registered  Holder,  each
         Registered Holder's officers and directors, and each person controlling
         such  Registered  Holder  within  the  meaning  of  Section  15 of  the
         Securities  Act,  against all  expenses,  claims,  losses,  damages and
         liabilities  (including  reasonable legal expenses),  arising out of or
         based on any  untrue  statement  (or  alleged  untrue  statement)  of a
         material  fact  contained in any  registration  statement or prospectus
         relating to the  Registrable  Shares,  or any  amendment or  supplement
         thereto,  or based  on any  omission  (or  alleged  omission)  to state
         therein a material fact  required to be stated  therein or necessary to
         make the statements therein not misleading, provided, however, that the

                                       23
<PAGE>

         Company will not be liable in any such case to the extent that any such
         claim, loss, damage,  liability or expense arises out of or is based on
         any untrue  statement  or  omission  or  alleged  untrue  statement  or
         omission,  made in reliance  upon and in  conformity  with  information
         furnished  in writing  to the  Company  by such  Registered  Holder for
         inclusion therein.

                  (b) Each Registered Holder, if Registrable Shares held by such
         holder are  included  in the  securities  for which such  registration,
         qualification  or  compliance  is being  effected,  will  indemnify the
         Company,  each of its  directors and each of its officers who signs the
         registration  statement,  each  underwriter,  if any, of the  Company's
         securities covered by such registration statement,  and each person who
         controls the Company or such underwriter  within the meaning of Section
         15 of the  Securities  Act,  against  all claims,  losses,  damages and
         liabilities  (including reasonable legal fees and expenses) arising out
         of or based on any untrue statement (or alleged untrue  statement) of a
         material  fact  contained  in  any  such   registration   statement  or
         prospectus,  or any  amendment or supplement  thereto,  or based on any
         omission  (or  alleged  omission)  to state  therein  a  material  fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not  misleading,  in each case to the  extent,  but only to the
         extent,  that such untrue  statement (or alleged  untrue  statement) or
         omission (or alleged omission) is made in such  registration  statement
         or  prospectus,  in reliance  upon and in conformity  with  information
         furnished  in writing  to the  Company  by such  Registered  Holder for
         inclusion therein.

                  (c) Each party entitled to indemnification  under this Section
         11.5 (the "Indemnified  Party") shall give notice to the party required
         to provide  indemnification  (the "Indemnifying  Party") promptly after
         such  Indemnified  Party has actual  knowledge of any claim as to which
         indemnity may be sought, but the omission to so notify the Indemnifying
         Party shall not relieve it from any liability  which it may have to the
         Indemnified  Party  pursuant to the  provisions  of this  Section  11.5
         except to the extent of the actual  damages  suffered  by such delay in
         notification.  The Indemnifying  Party shall assume the defense of such
         action,  including  the  employment  of  counsel  to be  chosen  by the
         Indemnifying  Party, such counsel to be reasonably  satisfactory to the
         Indemnified  Party, and the obligation of payment of all expenses.  The
         Indemnified Party shall have the right to employ its own counsel in any
         such case,  but the legal fees and expenses of such counsel shall be at
         the expense of the  Indemnified  Party,  unless the  employment of such
         counsel shall have been authorized in writing by the Indemnifying Party
         in  connection  with the defense of such  action,  or the  Indemnifying
         Party shall not have employed  counsel to take charge of the defense of
         such action or the Indemnified  Party shall have  reasonably  concluded
         that there may be defenses  available to it or them which are different
         from or additional  to those  available to the  Indemnifying  Party (in
         which case the  Indemnifying  Party  shall not have the right to direct
         the defense of such action on behalf of the Indemnified  Party), in any
         of  which  events  such  fees  and  expenses  shall  be  borne  by  the
         Indemnifying  Party. No Indemnifying  Party, in the defense of any such
         claim or litigation, shall, except with the consent of each Indemnified
         Party,  consent to entry of any  judgment or enter into any  settlement
         which does not include as an  unconditional  term thereof the giving by
         the claimant or plaintiff to such  Indemnified  Party of a release from
         all liability in respect to such claim or litigation.

                                       24
<PAGE>

                  (d) In no event shall any Registered  Holder be liable for any
         expenses,  claims,  losses,  damages or  liabilities  pursuant  to this
         Section 11.5 in excess of the net proceeds to such Registered Holder of
         any Registrable Shares sold by such Registered Holder.

         11.6 Information to be Furnished by Registered Holders. Each Registered
Holder  shall  furnish  to the  Company  such  information  as the  Company  may
reasonably  request and as shall be required in connection with the Registration
and related  proceedings  referred to in Section 11.5. If any Registered  Holder
fails to provide the Company with such information  within 20 days of receipt of
the Company's request, the Company's obligations under Section 11.1 and 11.2, as
applicable,  with respect to such Registered  Holder or the  Registrable  Shares
owned by such Registered  Holder shall be suspended until such Registered Holder
provides such information.

         11.7 Rule 144 Sales.

                  (a)  The  Company  covenants  that it will  file  the  reports
         required to be filed by the  Company  under the  Exchange  Act so as to
         enable any Registered  Holder to sell  Registrable  Shares  pursuant to
         Rule 144 under the Securities Act.

                  (b) In connection with any sale, transfer or other disposition
         by any Registered Holder of any Registrable Shares pursuant to Rule 144
         under  the  Securities  Act,  the  Company  shall  cooperate  with such
         Registered Holder to facilitate the timely  preparation and delivery of
         certificates  representing  Registrable  Shares to be sold,  and enable
         certificates  for such  Registrable  Shares  to be for such  number  of
         shares and  registered in such names as the selling  Registered  Holder
         may reasonably  request at least two business days prior to any sale of
         Registrable Shares.

         11.8 Survival of Registration Rights. The provisions of this Article XI
shall  survive  any  conversion  of the Notes and any  termination  of any other
provision of this Agreement or of any of the other Financing Documents.

                                  ARTICLE XII

                          SURVIVAL AND INDEMNIFICATION

         12.1 Survival.  Notwithstanding any examination made by or on behalf of
any party hereto,  the knowledge of any party or the  acceptance by any party of
any certificate or opinion, each representation and warranty contained herein in
Sections 4.1,  4.2, 4.3 and 4.13 (other than as to such matters,  if any, as the
Majority Noteholders shall have waived in writing) shall survive the Closing for
the applicable statute of limitations.  All other representations and warranties
contained  herein  shall  survive  the  Closing  until the first to occur of (i)
payment in full of all  interest  and premium on the Notes or (ii)  December 14,
2004.

         12.2 Indemnification. In consideration of the execution and delivery of
this Agreement by the Shareholder  Purchasers,  the Company agrees to indemnify,
exonerate  and hold the  Purchasers  and each  holder  of a Note and each of the
officers, directors,  employees and agents of the Purchaser and each such holder
(collectively the "Purchaser Parties" and individually each a "Purchaser Party")

                                       25
<PAGE>

free and harmless from and against any and all actions, causes of action, suits,
losses, liabilities,  damages and expenses, including reasonable attorneys' fees
and  charges  (collectively  therein  called  the  "Indemnified   Liabilities"),
incurred by the Purchaser  Parties or any of them as a result of, or arising out
of, or  relating to (i) any  transaction  financed or proposed to be financed in
whole or in part, directly or indirectly,  with the proceeds of any of the Notes
or (ii) the execution, delivery, performance or enforcement of this Agreement or
any other  Financing  Document by any of the Purchaser  Parties,  except for any
such  Indemnified  Liabilities  as to any Purchaser  Party arising on account of
such Purchaser  Party's gross  negligence or willful  misconduct.  If and to the
extent that the foregoing  undertaking may be unenforceable for any reason,  the
Company  hereby  agrees to make the  maximum  contribution  to the  payment  and
satisfaction of each of the Indemnified  Liabilities  which is permissible under
applicable  law.  Nothing  set forth  above  shall be  construed  to relieve any
Purchaser Party from any obligation it may have under this Agreement.

                  (a) Without  limiting the provisions of clause (a) above,  the
         Company  hereby  agrees to  reimburse  each  Purchaser  Party for,  and
         indemnify each Purchaser  Party  against,  any and all losses,  claims,
         damages,  penalties,  judgments,  liabilities  and expenses  (including
         reasonable  attorneys' and consultant's fees) which any Purchaser Party
         may pay,  incur or become  subject to arising out of or relating to the
         use, handling, release, emission, discharge,  transportation,  storage,
         treatment or disposal of any Hazardous  Substance by the Company or any
         Subsidiary at any real  property  owned or leased by the Company or any
         Subsidiary or used by the Company or any  Subsidiary in its business or
         operations.

                  (b) All  obligations  provided for in this Section 12.2 and in
         any other indemnity provided any Purchaser Party in any other Financing
         Document  shall survive  repayment of the Notes and any  termination of
         this Agreement or any of the other Financing Documents; provided that a
         notice of the claim must be given to the Company  prior to the date the
         applicable  representation  or warranty  upon which such claim is based
         expires  pursuant to Section  12.1.  Nothing in this Article XII in any
         way limits the  provisions of Article XI,  including  the  registration
         indemnification  provisions contained therein,  which shall survive and
         operate in accordance with the terms of that Article.

                                  ARTICLE XIII

                               GENERAL PROVISIONS

         13.1 Successors and Assigns. This Agreement shall bind and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
including each subsequent holder of any Note.

         13.2 Entire  Agreement.  This Agreement and the other writings referred
to herein or delivered pursuant hereto constitute the entire agreement among the
parties  with  respect to the  subject  matter  hereof and  supersede  all prior
arrangements or understandings,  other than agreements of the Company in respect
of certain fee arrangements.

         13.3 Notices. All notices, requests,  consents and other communications
provided  for herein  shall be in writing and shall be (i)  delivered in person,
(ii) transmitted by telecopy,  (iii) sent by reputable overnight courier or (iv)

                                       26
<PAGE>

sent by first class  registered  or  certified  mail,  postage  prepaid,  to the
recipient  at the  address or  telecopy  number set forth  below,  or such other
address or telecopy  number as may  hereafter be  designated  in writing by such
recipient.  Notices shall be deemed given upon personal delivery, three (3) days
following  deposit in the mail as set forth above,  upon  acknowledgment  by the
receiving telecopier or upon receipt from overnight courier.

                  (a) If to the Company:

                        President,
                        Travis Boats & Motors, Inc.Travis Boats & Motors, Inc.
                        5000 Plaza on the Lake, Suite 250
                        Austin, TX  78746
                        Fax:  (512) 329-0480

If to a Shareholder Purchaser, to the address listed with their name on Annex I.

                  (b) If to subsequent holders of Notes, to such address as such
         holders shall provide in written notice to the Company.

         13.4  Amendment  and Waiver.  No  amendment  to any  provision  of this
Agreement or the Notes shall be  effective  unless the same shall be approved in
writing by all  holders of the Senior  Indebtedness  and shall be in writing and
signed  by  the  Company  and  the  Majority  Noteholders.  Notwithstanding  the
foregoing,  if: (a) any amendment would treat any holder of any Note differently
than any other holder of any Note,  such amendment  shall require the consent of
the holder differently  treated;  and (b) any amendment to this Agreement or the
Notes  shall  postpone  or delay any date fixed for any  payment  of  principal,
interest or other amounts due on the Notes or under this  Agreement,  reduce the
principal  of, or the rate of interest on, or fees or other  amounts  payable in
connection with the Notes, or amend this sentence, such amendment must be signed
by the Company and all of the holders of Notes.  No such waiver shall operate as
a waiver of, or estoppel with respect to, any  subsequent or other  failure.  No
failure by any party to take any action  against any breach of this Agreement or
default by any other party shall  constitute a waiver of such  party's  right to
enforce any provision hereof or to take any such action.

         13.5  Counterparts.  This  Agreement  may be  executed in any number of
counterparts,  each of which shall be deemed to be an original, but all of which
together shall constitute one agreement.

         13.6 Headings.  The headings of the various  sections of this Agreement
have been inserted for  convenience of reference only and shall not be deemed to
be a part of this Agreement and shall not affect the interpretation hereof.

         13.7 Remedies  Cumulative.  Except as otherwise  provided  herein,  the
remedies  provided  herein  shall be  cumulative  and  shall  not  preclude  the
assertion  by any party  hereto of any other  rights or the seeking of any other
remedies against any other party hereto.

                                       27
<PAGE>

         13.8 Governing  Law. This Agreement  shall be governed by and construed
in accordance with the internal laws of the State of Delaware for contracts made
and to be performed in Delaware.

         13.9 No Third Party Beneficiaries.  Except as specifically set forth in
Article IX hereof or otherwise referred to herein, nothing herein is intended or
shall be  construed  to confer upon any person or entity  other than the parties
hereto, the holders of Senior Indebtedness and their successors or assigns,  any
rights or remedies under or by reason of this Agreement.

         13.10 Severability.  If any term, provision, covenant or restriction of
this Agreement is held by a court of competent  jurisdiction to be invalid, void
or  unenforceable,  the  remainder  of  the  terms,  provisions,  covenants  and
restrictions  of this Agreement  shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.

         13.11 Confidentiality.  The Shareholder Purchasers and each holder of a
Note shall hold all non-public information obtained pursuant to the requirements
of this Agreement which has been identified as such by the Company in accordance
with their customary  procedures for handling  confidential  information of this
nature and, in any event, may make disclosure on the same confidential  basis as
provided  for  herein  that is  reasonably  required  by any actual or bona fide
potential transferee in connection with the contemplated transfer of any Note or
as required or requested by any governmental agency or representative thereof or
pursuant to legal process; provided that, unless prohibited by applicable law or
court  order,  each  holder of a Note shall  promptly  notify the Company of any
request by any governmental  agency or representative  thereof for disclosure of
any such non-public information prior to disclosure of such information.

         13.12  Limitation of  Liability.  Under no  circumstances  and under no
legal theory,  whether in tort,  contract or otherwise,  shall any party to this
Agreement  be liable  to any other  party to this  Agreement  for any  indirect,
special,  incidental,  exemplary,  punitive  or  consequential  damages  of  any
character  including,  without limitation,  damages for lost profits, or any and
all  other  commercial  damages  or  losses  arising  from  or  related  to this
Agreement. Nothing in this Section 13.12 limits (i) the Company's obligations to
pay the principal, premium and interest on the Notes, including the default rate
of interest, (ii) the express  indemnification  obligations set forth herein, or
(iii) any other express obligation set forth hereunder.

         13.13  Arbitration.  Any  dispute,  claim or  action  arising  under or
relating to this Agreement shall be settled by binding arbitration  according to
the  rules  of the  American  Arbitration  Association  before  a panel of three
arbitrators.  The location of such arbitration  shall be in the city of Chicago,
Illinois.  Such arbitration  shall be conducted under the guidance of the United
States  Federal Rules of Civil  Procedure and the United States Federal Rules of
Evidence  but the  arbitrators  (at their  discretion)  shall not be required to
comply strictly with such rules. The arbitrators  shall conduct  evidentiary and
other hearings as they deem necessary or appropriate  and thereafter  shall make
their  determination  as soon as  practicable.  A full and  complete  record and
transcript of the arbitration proceeding shall be maintained and the judgment of
the arbitrators  shall be accompanied by the detailed  written  findings of fact
and the conclusions  reached by the arbitrators  (which findings and conclusions
the arbitrators  shall be required to make) as well as the arbitrators'  reasons
for reaching such  conclusions.  The arbitrators  shall give the parties written
notice of the decision, with the reasons therefor set out, and shall have thirty

                                       28
<PAGE>

(30) days  thereafter  to reconsider  and modify such  decisions if any party so
requests  within ten (10) days after the decision.  Thereafter,  the decision of
the arbitrators shall be final,  binding and non-appealable  with respect to all
persons,  including  persons  who have failed or refused to  participate  in the
arbitration  process, and shall be reviewable only to the extent provided by the
American Arbitration Association Rules. The arbitrators shall have the authority
to  award  relief  under  legal  or   equitable   principles   and  to  allocate
responsibility  for the  costs  of such  arbitration  and to award  recovery  of
attorney's  fees and expenses in such manner as is determined to be  appropriate
by the  arbitrators.  The  arbitration  shall be  governed  by the choice of law
provisions set forth in Section 13.8 above.  The award of the arbitration  panel
shall be binding on both parties and judgment upon any award may be entered by a
court having competent  jurisdiction.  The parties will be responsible for their
own attorneys'  fees,  witness fees and their own  out-of-pocket  expenses.  The
parties will each pay  one-half of the  arbitrator's  fees and the  arbitrator's
out-of-pocket expenses.

         13.14 Release of Claims.  THE COMPANY  HEREBY  ACKNOWLEDGES  AND AGREES
THAT IT DOES NOT HAVE ANY DEFENSES,  COUNTERCLAIMS,  OFFSETS,  CROSS-COMPLAINTS,
CLAIMS OR  DEMANDS  OF ANY KIND OR NATURE  WHATSOEVER  THAT CAN BE  ASSERTED  TO
REDUCE OR  ELIMINATE  ALL OR ANY PART OF  LIABILITY  OF THE COMPANY TO REPAY THE
HOLDERS  OF THE NOTES OR TO SEEK  AFFIRMATIVE  RELIEF OR  DAMAGES OF ANY KIND OR
NATURE FROM ANY HOLDER OF THE NOTES OR ANY OF THEIR  RESPECTIVE  SUBSIDIARIES OR
AFFILIATES.  THE COMPANY HEREBY  VOLUNTARILY AND KNOWINGLY  RELEASES AND FOREVER
DISCHARGES  SHAREHOLDER PURCHASERS AND THEIR SUBSIDIARIES AND AFFILIATES AND ALL
OF THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE
CLAIMS,  DEMANDS,  ACTIONS,  CAUSES OF ACTION,  DAMAGES, COSTS, OR EXPENSES, AND
LIABILITIES  WHATSOEVER,   KNOWN  OR  UNKNOWN,   ANTICIPATED  OR  UNANTICIPATED,
SUSPECTED  OR  UNSUSPECTED,  FIXED,  CONTINGENT,  OR  CONDITIONAL,  AT LAW OR IN
EQUITY,  ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS
EXECUTED,  WHICH THE COMPANY MAY NOW OR HEREAFTER  HAVE AGAINST SUCH PERSON,  IF
ANY, AND  IRRESPECTIVE  OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT,  TORT,
VIOLATION OF LAW OR REGULATIONS,  OR OTHERWISE,  INCLUDING,  WITHOUT LIMITATION,
THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THIS  AGREEMENT,  THE NOTES OR ANY
SALES CONTRACT AND THE NEGOTIATION AND EXECUTION THEREOF.

                                  ARTICLE XIV
                               PURCHASER COVENANTS

         14.1 Tender Offer Covenant.  Each Shareholder  Purchaser agrees that it
will not initiate a tender offer to purchase the  Company's  common stock for 60
days  following  the date it provides  the Company  with notice of  intention to
convert the Notes if the  conversion  referenced in such notice (a) represents a
conversion  of 20% or more of the  principal  amount of the Notes  issued on the
Closing  Date or (b)  taken  together  with all other  conversions  that did not
previously  (individually or with other conversions)  trigger such 60 day period

                                       29
<PAGE>

pursuant to the terms of this section, in the aggregate  represents a conversion
of 20% or more of the principal amount of the Notes issued on the Closing Date.

         14.2 Dilution Protection Covenant.  The adjustments to Conversion Price
set forth in paragraph  3(b) of the Notes shall not apply after the date that is
24  months  after the  Closing  Date if,  but only if,  the  Company  is able to
demonstrate,  to the satisfaction of the Majority Noteholders, in their sole but
reasonable discretion, that the Company is in need of additional working capital
for general  business  purposes from equity  financing at a per share price less
than the Conversion  Price and that such  financing is not available  unless the
Majority  Noteholders waive the dilution adjustments set forth in paragraph 3(b)
of the Notes. Any such waiver of dilution  adjustments must be in writing signed
by the  Majority  Noteholders.  Any such  waiver  shall apply only to the equity
financing specified in such waiver. The Majority  Noteholders have no obligation
to waive the dilution  adjustments  set forth in paragraph 3(b) of the Notes and
reserve all rights to enforce such dilution adjustments.

                         *** SIGNATURE PAGES FOLLOW ***


                                       30
<PAGE>


IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
by their duly authorized officers as of the date and year first above written.

                                      COMPANY:

                                          TRAVIS BOATS & MOTORS, INC.

                                          By:
                                             -------------------------------
                                             Name:
                                                  --------------------------
                                             Title:
                                                   -------------------------


              *** SHAREHOLDER PURCHASER SIGNATURE PAGES FOLLOW ***








                                       31
<PAGE>

                       SHAREHOLDER PURCHASE SIGNATURE PAGE


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Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Taxpayer Identification Number












                                       32
<PAGE>



                       SHAREHOLDER PURCHASE SIGNATURE PAGE


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Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Please type or print name

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Taxpayer Identification Number

<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


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Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Please type or print name

------------------------------------------------------------------
Taxpayer Identification Number


<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


------------------------------------------------------------------
Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Please type or print name

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Taxpayer Identification Number

<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


------------------------------------------------------------------
Name of Investor if Entity/Signature if Individual By:
          --------------------------------------------------------
Title:
             -----------------------------------------------------

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Please type or print name

------------------------------------------------------------------
Taxpayer Identification Number


<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


------------------------------------------------------------------
Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


------------------------------------------------------------------
Please type or print name

------------------------------------------------------------------
Taxpayer Identification Number


<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


------------------------------------------------------------------
Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Please type or print name

------------------------------------------------------------------
Taxpayer Identification Number
<PAGE>


                       SHAREHOLDER PURCHASE SIGNATURE PAGE


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Name of Investor if Entity/Signature if Individual

By:
   --------------------------------------------------------
Title:
      -----------------------------------------------------


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Taxpayer Identification Number

<PAGE>


                                     ANNEX I
                             SHAREHOLDER PURCHASERS



                     Name and Address                     Principal Amt.
                 of Shareholder Purchasers                    of Notes

                      E. D. Bohls                           $150,000.00
                      1301 South IH 35, Suite 200
                      Austin, Texas  78741
                      Fax No.:  512-447-2392

                      James C. Bohls                         $25,000.00
                      5902 Padre Cove
                      Austin, Texas  78731
                      Fax No.:  512-342-2210

                      Rex Bohls through                     $100,000.00
                      Echo Bay, Ltd.
                      1301 South IH 35, Suite 200
                      Austin, Texas  78741
                      Fax No.:  512-447-2392

                      Stephen W. Gurasich                   $150,000.00
                      G, S, D & M Advertising
                      828 West 6th Street
                      Austin,  Texas 78703
                      Fax No.: 512-427-4750

                      Robert C. Siddons                     $300,000.00
                      724 Vanguard
                      Austin, Texas  78734
                      Fax No.:  512-481-1982

                      Joseph E. Simpson through             $300,000.00
                      JE Simpson Family Partners, LP
                      Route 1, Box 136
                      San Saba, Texas  76877
                      Fax No.:  915-372-6548

                      Ronnie L.  Spradling                  $150,000.00
                      Travis Boats & Motors, Inc.
                      5000 Plaza on the Lake #250
                      Austin, Texas  78746
                      Fax No.:  512-329-0480

                      Mark T. Walton through                $125,000.00
                      Walton Investments, Ltd.
                      9634 Vista View
                      Austin, Texas  78750
                      Fax No.:  512-329-0480

                      --------------------------------- ------------------
                                                TOTAL     $1,300,000.00
                      --------------------------------- ------------------


<PAGE>
                                    ANNEX II

                                   DEFINITIONS

"Affiliate"  means any Person  (other than the Company,  any  Subsidiary  of the
Company  or any  Purchaser  or other  holder of Notes)  (a)  which  directly  or
indirectly through one or more intermediaries  controls, or is controlled by, or
is under common control with, the Company or (b) which is the "beneficial owner"
(pursuant to Rule 13d-3 or 13d-5 of the  Securities  Exchange Act of 1934, as in
effect on the date  hereof)  of 10% or more of any class of Voting  Stock of the
Company.  As used herein,  the term "control" means the possession,  directly or
indirectly,  of the power to direct or cause the direction of the  management or
policies of a Person, whether through the ownership of voting stock, by contract
or otherwise.

"Agreement" has the meaning set forth in the preamble.

"Authorized  Financial Officer" of any Person means the Chief Financial Officer,
Treasurer or Controller of such Person.

"Base  Financials"  means the consolidated  balance sheet of the Company and its
Consolidated  Subsidiaries as of September 30, 2000 and the related consolidated
statements of operations,  stockholders' equity and cash flows for the year then
ended, together with the notes thereto,  included in the Company's Form 10-K for
the year ended September 30, 2000 and reported on without qualification by Ernst
& Young LLP.

"Brunswick Note" has the meaning set forth in the preamble.

"Business Day" means a day on which commercial banking institutions are required
to be open for business in Chicago, Illinois and New York, New York.

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 3.1.

"Commission" means the Securities and Exchange Commission.

"Common  Stock" means 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.

"Company" has the meaning set forth in the preamble.

"Consolidated  Net  Income"  means,  for  any  period,  the  net  income  (loss)
(calculated (a) before preferred and common stock dividends and (b) exclusive of
the effect of any  extraordinary  or other material  non-recurring  gain or loss
outside the ordinary  course of  business)  of the Company and its  Consolidated
Subsidiaries, determined on a consolidated basis for such period.

                                       A-1
<PAGE>

"Consolidated Subsidiary" means, with respect to any Person and at any date, any
of its  Subsidiaries  or any  other  entity  the  accounts  of  which  would  be
consolidated with those of such Person in its consolidated  financial statements
if such statements were prepared as of such date.

"Debt" of any Person means at any date, without duplication, (i) all obligations
of such Person for borrowed money, (ii) all obligations of such Person evidenced
by bonds, debentures, notes or other similar instruments,  (iii) all obligations
of such Person to pay the  deferred  purchase  price of  property  or  services,
except trade accounts  payable arising in the ordinary course of business,  (iv)
all  obligations  of such Person as lessee which are  capitalized  in accordance
with  generally  accepted  accounting  principles,  (v) all  obligations of such
Person  with  respect to letters of credit and  similar  instruments,  including
obligations  under  reimbursement  agreements,  (vi) all mandatorily  redeemable
preferred  stock of such Person,  (vii) all Debt of others  secured by a Lien on
any asset of such Person, whether or not such Debt is assumed by such Person and
(viii) all Debt of others Guaranteed by such Person.

"Default" means any condition or event which  constitutes an Event of Default or
which with the giving of notice or lapse of time or both would,  unless cured or
waived, become an Event of Default.

"Derivatives  Obligations" of any Person means all obligations of such Person in
respect of any rate swap  transaction,  basis swap,  forward  rate  transaction,
commodity swap, commodity option,  equity or equity index swap, equity or equity
index option, bond option,  interest rate option,  foreign exchange transaction,
cap  transaction,   floor  transaction,   collar   transaction,   currency  swap
transaction,  cross-currency rate swap transaction, currency option or any other
similar  transaction  (including any option with respect to any of the foregoing
transactions) or any combination of the foregoing transactions.

"Environmental  Laws"  means  any and all  federal,  state,  local  and  foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements  and  other  governmental  restrictions  relating  to  the
environment,  the effect of the  environment  on human  health or to  emissions,
discharges  or releases of  pollutants,  contaminants,  Hazardous  Substances or
wastes into the environment,  including ambient air, surface water,  groundwater
or land, or otherwise  relating to the  manufacture,  processing,  distribution,
use,  treatment,   storage,  disposal,  transport  or  handling  of  pollutants,
contaminants,   Hazardous   Substances  or  wastes  or  the  clean-up  or  other
remediation thereof.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA  Group"  means the  Company  and all  members  of a  controlled  group of
corporations and all trades or businesses  (whether or not  incorporated)  under
common  control  which,  together  with the  Company,  are  treated  as a single
employer under Section 414(b) or 414(c) of the Internal Revenue Code.

"Event of Default" has the meaning set forth in Section 10.1.

"Exchange Act" means the  Securities  Exchange Act of 1934, as it may be amended
from time-to-time.

                                       A-2
<PAGE>

"Excluded Taxes" has the meaning set forth in Section 8.15(a).

"Financing Documents" means this Agreement and the Notes.

"Guarantee" by any Person means any obligation, contingent or otherwise, of such
Person directly or indirectly  guaranteeing  any Debt or other obligation of any
other  Person  and,  without  liming  the  generality  of  the  foregoing,   any
obligation,  direct or indirect,  contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation (whether arising by virtue of partnership arrangements,
by agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for the purpose of assuring in any other manner the obligee of such
Debt or other  obligation  of the  payment  thereof or to protect  such  obligee
against loss in respect  thereof (in whole or in part);  provided  that the term
Guarantee  shall not  include  endorsements  for  collection  or  deposit in the
ordinary  course  of  business.  The  term  "Guarantee"  used  as a  verb  has a
corresponding meaning.

"Hazardous  Substance"  means  any  toxic,  radioactive,  caustic  or  otherwise
hazardous substance, including petroleum, its derivatives, by-products and other
hyrdrocarbons,  or any substance having any constituent  elements displaying any
of the foregoing characteristics.

"Indemnified Liabilities" has the meaning provided in Section 12.2(a).

"Shareholder Purchaser" has the meaning provided in the preamble.

"Intangibles" has the meaning provided in Section 8.8.

"Internal Revenue Code" means the Internal Revenue Code of 1986.

"Investment"  means any  investment  in any  Person,  whether  by means of share
purchase, capital contribution, loan, Guarantee, time deposit or otherwise.

"Lease  Conversion"  means  any  acquisition  by  the  Company  or  any  of  its
Subsidiaries of a facility and related property that had theretofore been leased
by the  Company  or any  such  Subsidiary  and that  the  Company  or any of its
Subsidiaries continues to operate.

"Lien" means,  with respect to any asset, any mortgage,  lien,  pledge,  charge,
security  interest or encumbrance of any kind, or any other type of preferential
arrangement  that has the practical effect of creating a security  interest,  in
respect of such asset. For the purposes of this Agreement, the Company or any of
its Subsidiaries shall be deemed to own subject to a Lien any asset which it has
acquired  or holds  subject  to the  interest  of a vendor or  lessor  under any
conditional  sale agreement,  capital lease or other title  retention  agreement
relating to such asset.

"Majority  Noteholders"  means  holders  of  more  than  50%  of  the  aggregate
outstanding principal amount of the Notes.

"Majority  Registered  Holders"  means the  holders of a  majority  of the total
Registrable Shares.

                                       A-3
<PAGE>

"Multiemployer  Plan" means at any time an employee  pension benefit plan within
the  meaning  of  Section  4001(a)(3)  of ERISA to which any member of the ERISA
Group is then making or  accruing an  obligation  to make  contributions  or has
within the preceding five plan years made contributions.

"Notes" has the meaning set forth in Section 2.1(a).

"Other  Plan" means an  employee  pension  benefit  plan (other than a Plan or a
Multiemployer  Plan)  which is  covered  by Title IV of ERISA or  subject to the
minimum funding standards under Section 412 of the Internal Revenue Code.

"Other Taxes" has the meaning set forth in Section 8.15(b).

"PBGC" means the Pension Benefit Guaranty  Corporation or any entity  succeeding
to any or all of its functions under ERISA.

"Person"  means an individual,  a  corporation,  limited  liability  company,  a
partnership,  an  association,  a trust or any  other  entity  or  organization,
including a government or political  subdivision or an agency or instrumentality
thereof.

"Plan"  means  at any  time an  employee  pension  benefit  plan  (other  than a
Multiemployer  Plan)  which is  covered  by Title IV of ERISA or  subject to the
minimum funding  standards under Section 412 of the Internal Revenue Code and is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group.

"Purchaser" has the meaning set forth in the preamble.

"Purchaser Parties" has the meaning set forth in Section 12.2(a).

"Register,"  "Registered" and "Registration" refer to a registration effected by
preparing and filing a registration  statement in compliance with the Securities
Act providing for the sale by the Registered  Holders of Registrable  Shares and
the declaration or ordering of the effectiveness of such registration  statement
by the Commission.

"Registered Holders" means the holders of Underlying Shares.

"Registrable  Shares" shall mean the  Underlying  Shares,  except that as to any
particular  Underlying  Shares,  once issued such  securities  shall cease to be
Registrable Shares when (a) a registration statement with respect to the sale of
such  securities  shall have become  effective under the Securities Act and such
securities  shall have been  disposed of in  accordance  with such  registration
statement,  or (b) such securities  shall have been sold in accordance with Rule
144 (or any successor provision) under the Securities Act.

"Registration Expenses" shall mean all out-of-pocket expenses (excluding Selling
Expenses)  incurred  by the Company in  complying  with  Sections  11.1 and 11.2
hereof,  including,  without  limitation,  the following:  (a) all registration,
filing and listing  fees;  (b) fees and  expenses  relating to  compliance  with
federal and state securities laws  (including,  without  limitation,  reasonable
fees and  disbursements  of the  Company's  counsel  in  connection  with  state

                                       A-4
<PAGE>

securities  qualifications  of the  Registrable  Shares  under  the laws of such
jurisdictions as the Registered Holders may reasonably designate);  (c) printing
costs  (including,  without  limitation,   expenses  of  printing  or  engraving
certificates for the Registrable  Shares in a form eligible for deposit with The
Depository  Trust  Company  and  otherwise   meeting  the  requirements  of  any
securities  exchange  on which  they are  listed  and of  printing  registration
statements  and  prospectuses),  messenger,  telephone,  shipping  and  delivery
expenses;  (d) fees and  disbursements of counsel for the Company;  (e) fees and
disbursements of all independent  public  accountants of the Company  (including
without  limitation  the  expenses  of any  annual  or  special  audit and "cold
comfort"  letters  required by the managing  underwriter);  (f)  Securities  Act
liability  insurance  if the Company so desires;  (g) fees and expenses of other
Persons reasonably necessary in connection with the registration,  including any
experts,  retained by the Company;  (h) fees and expenses incurred in connection
with the listing of the Registrable Shares on each securities  exchange on which
securities  of the  same  class or  series  are  then  listed;  and (i) fees and
expenses associated with any filing with the National  Association of Securities
Dealers, Inc. required to be made in connection with the registration statement.

"Retail  Marine  Business"  means the sales and service of  recreational  boats,
motors,  trailers and related marine parts and  accessories  business,  and such
items or services reasonably incidental thereto, including financing,  insurance
and credit life as are being  offered in the ordinary  course of business on the
date hereof.

"Rule  144"  shall  mean  Rule  144  promulgated  by the  Commission  under  the
Securities Act.

"Securities  Act" means the  Securities  Act of 1933,  as it may be amended from
time to time.

"Selling Expenses" shall mean all underwriting  discounts,  selling  commissions
and stock transfer taxes applicable to any sale of Registrable Shares.

"Senior Indebtedness" shall mean obligations of the Company identified as Senior
Liabilities  in  the  three  separate  Subordination  Agreements  signed  by the
Shareholder  Purchaser as of the date hereof,  one with respect to  Transamerica
Commercial Finance Corporation,  one with respect to Deutsche Financial Services
Corporation,  and one  with  respect  to  Brunswick  Corporation,  and any  duly
executed amendment, supplement or modification thereto.

"Subsidiary"  means, with respect to any Person, any corporation or other entity
of which securities or other ownership interests having ordinary voting power to
elect a majority of the board of directors or other persons  performing  similar
functions are at the time directly or indirectly owned by such Person.

"Tangible Net Worth" has the meaning provided in Section 8.8.

"Taxes" has the meaning provided in Section 8.15(a).

"Temporary Cash  Investment"  means any Investment in (i) direct  obligations of
the United States or any agency thereof, or obligations guaranteed by the United
States or any agency thereof,  (ii) commercial paper with maturities of not more
than 180 days rated at least P-1 by Moody's  Investors  Service,  Inc. or A-1 by
Standard & Poor's Ratings Group,  (iii) deposit accounts in, and certificates of
deposit,  repurchase  agreements  and bankers'  acceptances  of,  United  States

                                       A-5
<PAGE>

branches of commercial banks whose unsecured senior long-term debt is rated A or
better by Moody's Investors Service, Inc. or Standard & Poor's Ratings Group, in
each case maturing within one year from the date of acquisition  thereof or (iv)
in addition to the accounts and instruments referred to in clause (iii), deposit
accounts and  certificates of deposit in United States branches of banks insured
by the Federal Deposit  Insurance  Corporation  which do not aggregate more than
$100,000 in any one bank, except for demand deposits.

"Underlying Shares" means (i) the Common Shares issued or issuable upon exercise
of the Notes and (ii) any  securities  issued or issuable  with  respect to such
shares by way of any stock split, stock dividend, recapitalization or otherwise.

"Voting Stock" means capital stock of any class or classes (however  designated)
having ordinary voting power for the election of directors of the Company, other
than stock having such power only by reason of the happening of a contingency.

"Wholly-Owned  Subsidiary"  means, with respect to any Person, any Subsidiary of
such Person all of the shares of Voting  Stock or other  ownership  interests of
which  (except  directors'  qualifying  shares)  are at  the  time  directly  or
indirectly owned by such Person.









                                      A-6
<PAGE>


                                    EXHIBIT A



                                  FORM OF NOTES





<PAGE>


                   Schedule 4.4(c) - Material Adverse Changes

Statistical  data from  various  industry  sources  indicates  that the  overall
recreational  marine  industry has suffered during the 2001 calendar year from a
broad  slowdown  and  softness  in  sales   volumes.   This  has  impacted  both
manufacturers, such as Brunswick Corporation, and retailers such as Travis Boats
& Motors,  Inc.  ("Travis  Boats").  Travis Boats has indicated  that it expects
overall sales volumes  during its 2001 fiscal year ending  September 30, 2001 to
decline in the  approximate  range of 10-15% from the sales levels posted in its
prior  fiscal  year.  Exclusive of the  aforementioned  industry  issues and the
impact thereof on the sales and financial  operations  filed with the Securities
and Exchange  Commission  (the "SEC")  subsequent  to September  30, 2001 and as
reasonably  projected in ProForma  financial data  submitted  herewith by Travis
Boats,  there has been no material  adverse  change in the  business,  financial
position,  results of operations or prospects of the Company since September 30,
2000.

The Company has  historically  been, and is expected to be highly  influenced by
seasonality and the  fluctuations in sales and operating  performance  resultant
therefrom.  The impact of such  seasonality  may be  negatively  impacted by the
terror  events  impacting  the United States on September 11, 2001 or any future
terroristic  events that may target the United States or its citizens.  This may
include  not only the  impact on sales and  operating  performance  but also the
possibility  of damage or  interruptions  to  operations  occurring  that is not
covered under the insurance coverages historically obtained and available to the
Company.

The Company's master agreement to purchase outboard engines and related products
from  Brunswick  Corporation  has expired.  Current  purchases  are made under a
temporary  renewal of the master agreement which expires on October 29, 2001. In
the event that the agreement is not renewed or the prices charged thereunder are
modified it could have a material adverse impact on the Company.

The Company has listed other Risk Factors  which may impact sales and  financial
operations  in its Report on Form 10-K form the fiscal year ended  September 30,
2000 and in subsequent quarterly Reports on Form 10-Q filed with the SEC.









                                      S-1
<PAGE>



            Schedule 4.14 - Material Defaults on Senior Indebtedness

Effective,  January 16, 2001,  the Company  amended and  restated its  borrowing
agreements  with TDF and DFS to  provide  for the  waiver  and  modification  of
certain ratio levels for each quarterly  period through and including  September
30,  2001.  The amended  borrowing  agreements,  which  mature in January  2003,
continue  to  provide  for a total  of $110  million  in  inventory  floor  plan
financing and working capital borrowings.  Interest on the borrowing  agreements
is at variable  rates ranging from the lender's  daily prime rate minus 0.25% to
LIBOR plus 3.0%, fixed for each 30 day period.

Effective  with the company's  financial  results for the period ended March 31,
2001, the Company was in violation of several financial ratio covenants with TDF
and DFS.  The Company  has  remained  out of  compliance  with the ratio  levels
required as of the period  ended  March 31,  2001 and the period  ended June 30,
2001 and is currently  out of  compliance  with the ratio levels  required as of
September 30, 2001. The Company has notified DFS and TDF of  non-compliance  and
has  requested  the waiver and  re-establishment  of ratio's with  consideration
towards the  current  Company  performance  and the overall  weak  industry  and
economic environments.

Effective as of its March 31, 2001 and June 30, 2001,  the  Company's  operating
results were out of compliance  with two (2) ratio covenants and a miscellaneous
covenant of its Borrowing  Agreements  with  Transamerica  Distribution  Finance
("TDF") and Deutsche Financial Services ("DFS"):

Interest Coverage Ratio.  With respect to the TDF and DFS Borrowing  Agreements,
the Interest  Coverage  Ratio  requires  Travis Boats to maintain,  as of the 12
months ended March 31, 2001, an Interest Coverage Ratio of not less than 1.00 to
1.00.  Travis Boats'  Interest  Coverage Ratio for the 12 months ended March 31,
2001 was 0.90 to 1.00 and as such Travis  Boats was not in  compliance  with the
Agreement.  With respect to the TDF and DFS Borrowing  Agreements,  Travis Boats
was also  requires to  maintain,  as of the 12 months  ended June 30,  2001,  an
Interest  Coverage Ratio of not less than 1.15 to 1.00.  Travis Boats'  Interest
Coverage  Ratio for the 12 months  ended  June 31,  2001 was 0.60 to 1.00 and as
such Travis Boats was not in compliance with the Agreement.

Fixed  Charge  Coverage  Ratio.  With  respect  to the  TDF  and  DFS  Borrowing
Agreements,  the Fixed Charge Coverage Ratio requires Travis Boats' to maintain,
as of the 12 months ended March 31, 2001, a Fixed Charge  Coverage  Ratio of not
less than 1.20 to 1.00.  Travis  Boats' Fixed Charge  Coverage  Ratio for the 12
months ended March 31, 2001 was 1.10 to 1.00 and as such Travis Boats was not in
compliance  with  the  Agreement.  With  respect  to the TDF  and DFS  Borrowing
Agreements,  Travis  Boats was also  required to  maintain,  as of the 12 months
ended June 30,  2001,  a Fixed  Charge  Coverage  Ratio of not less than 1.35 to
1.00. Travis Boats' Fixed Charge Coverage Ratio for the 12 months ended June 30,
2001 was 0.90 to 1.00 and as such Travis  Boats was not in  compliance  with the
Agreement.

Default Under Other Agreements.  The Borrowing  Agreements are cross- defaulted,
thus lack of compliance under one agreement constitutes lack of compliance under
the other agreement.


                                      S-2