Exhibit 10.54

                              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 Michael B. Perrine  ("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/ Mark T. Walton
                                      ---------------------------
                                      Mark T. Walton, Chairman of
                                      the Board of Travis Boats &
                                      Motors, Inc.,
                                      its Managing General Partner


                                    Employee

                                    /s/ Michael B. Perrine
                                    -----------------------------
                                    Michael B. Perrine




AGREED TO AND ACCEPTED:

Travis Boats & Motors, Inc.

      By:  /s/ Mark T. Walton
         -----------------------------------
           Mark T. Walton
           Chairman of the Board

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