Exhibit 10.52


                              TBC MANAGEMENT, LTD.
                        AMENDMENT TO EMPLOYMENT AGREEMENT

                                  April 5, 2001

         This  Amendment  to  Employment  Agreement  (the  "Amendment")  is made
effective as of the Effective Date, and is made a part of and should be attached
to that certain Letter  Agreement (the  "Agreement")  dated November 16, 1999 by
and between  Mark T.  Walton  ("Employee")  and TBC  Management,  Ltd.,  a Texas
limited partnership (the "Company") and agreed to and accepted by Travis Boats &
Motors,  Inc., a Texas corporation  ("Travis Boats").  Terms used herein and not
otherwise defined have the meanings ascribed to them in the Agreement.

         WHEREAS,  Section 10 of the Agreement includes certain mistakes related
to the definition of a change of control; and

         WHEREAS,  the parties to the Agreement wish to correct such mistakes by
executing this Amendment.

         NOW,  THEREFORE,  the parties to the Agreement agree that Section 10 of
the Agreement is hereby amended and restated in its entirety to read as follows:

                  "10.  Change of  Control.  The Company  acknowledges  that you
         agreed to assume your  position with the Company and to enter into this
         Agreement  based upon his  confidence  in the current  shareholders  of
         Travis  Boats and the support of the Travis  Boats  Board of  Directors
         (the "Board") for the  development  of a new strategy for Travis Boats.
         Accordingly,  if Travis Boats should  undergo a "Change of Control," as
         defined in this section, the parties agree as follows:

                  (a) For  purposes  of this  Agreement,  a "Change of  Control"
         shall be deemed to exist in the event that any of the following occurs:

                           (i) a change in the ownership of the capital stock of
                  Travis  Boats where a  corporation,  person or group acting in
                  concert (a "Person")  as described in Section  14(d)(2) of the
                  Securities  Exchange Act of 1934,  as amended  (the  "Exchange
                  Act"), holds or acquires,  directly or indirectly,  beneficial
                  ownership  (within the meaning of Rule 13d-3 promulgated under
                  the  Exchange  Act) of a number of shares of capital  stock of
                  Travis Boats which constitutes 40% or more (or, 30% or more in
                  the  event   Travis   Boats  is  subject   to  the   reporting
                  requirements  of Sections 12 or 15(d) under the Exchange  Act)
                  of the combined voting power of Travis Boats' then outstanding
                  capital stock then entitled to vote  generally in the election
                  of directors; or

                           (ii)  the  persons  who  were  members  of the  Board
                  immediately prior to a tender offer, exchange offer, contested
                  election  or  any  combination  of  the  foregoing,  cease  to
                  constitute a majority of the Board; or


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                           (iii) a dissolution of Travis Boats,  or the adoption
                  by Travis Boats of a plan of  liquidation,  or the adoption by
                  Travis  Boats of a  merger,  consolidation  or  reorganization
                  involving  Travis  Boats  in  which  Travis  Boats  is not the
                  surviving entity, or a sale of all or substantially all of the
                  assets of Travis Boats (for purposes of this Agreement, a sale
                  of all or  substantially  all of the  assets of  Travis  Boats
                  shall be deemed to occur if any Person acquires, or during the
                  12-month  period  ending  on  the  date  of  the  most  recent
                  acquisition  by such  Person,  has  acquired,  gross assets of
                  Travis Boats that have an aggregate fair market value equal to
                  50% or more  of the  fair  market  value  of all of the  gross
                  assets of Travis Boats  immediately  prior to such acquisition
                  or acquisitions); or

                           (iv) a tender offer or exchange  offer is made by any
                  Person which, if successfully completed,  would result in such
                  person  beneficially  owning (within the meaning of Rule 13d-3
                  promulgated  under the  Exchange  Act)  either  50% or more of
                  Travis Boats'  outstanding shares of Common Stock or shares of
                  capital stock having 50% or more of the combined  voting power
                  of Travis Boats' then outstanding capital stock (other than an
                  offer  made  by  Travis  Boats),  and  sufficient  shares  are
                  acquired  under the offer to cause  such  person to own 30% or
                  more of the voting power; or

                           (v) a change in control is reported or is required to
                  be reported by Travis Boats in response to either Item 6(e) of
                  Schedule 14A of Regulations 14A promulgated under the Exchange
                  Act or Item 1 of Form 8-K promulgated  under the Exchange Act,
                  which change in control has not been approved by a majority of
                  the Board then in office who were  directors at the  beginning
                  of the two-year  period ending on the date the reported change
                  in control occurred; or

                           (vi)  during  any  period of two  consecutive  years,
                  individuals  who, at the beginning of such period  constituted
                  the entire  Board,  cease for any reason (other than death) to
                  constitute a majority of the  directors,  unless the election,
                  or the nomination for election, by Travis Boats' stockholders,
                  of  each  new  director  was  approved  by a vote of a least a
                  majority  of the  directors  then  still  in  office  who were
                  directors at the beginning of the period.

                  For purposes of paragraph 10(a)(i) above, if a Person were the
         beneficial  owner of 30% or more or 40% or more, as applicable,  of the
         combined voting power of Travis Boats' then  outstanding  securities as
         of the Effective Date and such Person thereafter  accumulates more than
         5% of  additional  voting  power,  a Change of Control of Travis  Boats
         shall be  deemed to have  occurred,  notwithstanding  anything  in this
         Agreement to the contrary.  A Change of Control shall include any other
         transactions  or series of related  transactions  occurring  which have
         substantially  the same effect as the transactions  specified in any of
         the preceding clauses of paragraph  4(a)(i)-(vi).  However, a Change of
         Control shall not be deemed to occur if a person becomes the beneficial
         owner of the applicable percentage or more (as referenced above) of the
         combined  voting power of the  company's  then  outstanding  securities
         solely  by  reason  of  Travis  Boats'   redemption  or  repurchase  of
         securities;  but  further  acquisitions  by such Person that cause such
         Person to be the beneficial owner of the applicable  percentage or more
         (as  referenced  above) of the combined  voting power of Travis  Boats'
         then outstanding securities shall be deemed a Change of Control.

                  (b) In the event of a Change of  Control,  as  defined in this
         section,  all stock options then held by you for the purchase of equity
         securities of Travis Boats shall immediately  become vested,  effective
         on the date of the Change of Control.

                  (c) In the event of a Change of  Control,  as  defined in this
         section, for the purposes of paragraph 9(a)(v) above, a material change
         would  include,  but not be  limited  to,  the  situation  in which the
         Company or Travis Boats does not offer, or  alternatively,  you in your
         reasonable  discretion do not accept,  a revised and amended  Agreement
         with terms and  conditions at least as favorable as those  contained in
         the Agreement. "

         EXECUTED, to be effective as of the Effective Date.


                                         TBC Management, Ltd.

                                         By: /s/ Michael B. Perrine
                                            ---------------------------
                                            Michael B. Perrine,
                                            Chief Financial Officer of Travis
                                            Boats & Motors, Inc.,
                                            its Managing General Partner


                                         Employee


                                         /s/ Mark T. Walton
                                         --------------------------------
                                         Mark T. Walton

AGREED TO AND ACCEPTED:

Travis Boats & Motors, Inc.

    By:  /s/ Michael B. Perrine
       -----------------------------
         Michael B. Perrine
          Chief Financial Officer

    By: /s/ Robert C. Siddons
       ------------------------------
         Robert C. Siddons
          Chairman of the Compensation Committee
            Of the Board of Directors