GUARANTEE AND PLEDGE AGREEMENT

This Agreement is between the Thomas P. Raabe Trust as 
Guarantor ("Trust") and Travis Industries, Inc., its successors 
and assignees as Borrower ("Travis") effective this 10th day of 
August, 1998.

WHEREAS,  the Trust has been requested to pledge to US 
Bank, NA ("Bank"), on behalf of Travis, a Certificate of 
Deposit in the amount of $25,000 (the "CD") as collateral to 
guarantee the repayment of a secured line of credit issued to 
Travis by Bank.

WHEREAS, Travis desires to compensate the Trust and to 
provide security for the return of the $25,000 collateral to be 
advanced by the Trust; and

WHEREAS, the Parties hereto desire to set forth their 
agreement with respect to the foregoing in writing hereby.

NOW THEREFORE, IT IS AGREED:

1. The Thomas P. Raabe Trust agrees to advance the sum of 
$25,000 to Travis in the form of a pledge of a Certificate of 
Deposit in such amount to collateralize a secured line of 
credit to Travis granted by the Bank for a period of one (1) 
year from the date of the advance.  

2. The Trust shall be entitled to all interest on the CD until it is 
either returned to the Trust, transferred to Travis by the 
Trust as provided herein, cancelled or surrendered to the 
Bank.

3. The Trust shall be paid Two Million Five Hundred 
Thousand (2,500,000) shares of Travis common stock, as 
pre-paid interest on the advance, which shall be unrestricted 
shares under the private offering exemption provided by 
Rule 504 promulgated by the U.S. Securities and Exchange 
Commission.

4. The CD shall be returned to the Trust or repaid in cash on or 
before one (1) year from the date of pledge to the Bank.  
Travis' obligation to repay $25,000 to the Trust on default 
or maturity of this Agreement shall be on a full recourse 
basis to Travis and the Trust shall not be deemed to have 
made an election of remedies by exercise of any one or 
more enforcement or collection remedies provided herein, 
until the Trust shall have fully recovered its principal, 
interest, collection costs and reasonable attorneys fees for 
collection on any default.  

5. Travis agrees to pledge the following security for the return 
of the CD or repayment of the $25,000 principal amount 
thereof: 

a) Two Million Five Hundred Thousand (2,500,000) shares 
of common stock of Travis which can be sold by the 
Trust at maturity of this Agreement in lieu of cash 
repayment or, upon default, put to Travis for cash 
repayment, or withheld by the Trust pending exhaustion 
of other available remedies, to ensure payment in full, 
all at the sole option of the Trust; and 

b) a secured position in assets of the company including 
cash, accounts, accounts receivable, furniture, fixtures 
and equipment, trademarks and trade names, and 
intangible assets now owned or hereafter acquired and 
secured by the execution and filing of a security 
agreement and financing statement in the states of 
Colorado and Iowa and junior to existing security 
positions known and of record at the time of filing of 
such security agreement and financing statement.

6. At any time following the advance of the CD, the Trust may 
elect to transfer the CD to Travis and liquidate or hold the 
shares of Travis Common Stock in full payment and 
satisfaction of this Agreement.  At such time, the security 
and collateral agreements provided for herein shall 
terminate.  Travis shall be under a continuing obligation to 
ensure that the shares will be subject to resale without 
restriction under federal or state securities laws.  In this 
connection, all securities issued to the Trust hereunder will 
be deemed fully paid and non-assessable, and fully vested as 
of the date issued.  The securities will be issued in a 
transaction exempt from registration under the federal or 
state securities laws in a qualified transaction under Rule 
504 and will, as such not be deemed to be restricted 
securities under Rule 144 of the federal securities laws.  In 
the event that for any reason, such exemption from 
registration and from resale without registration is deemed 
inapplicable to the current transaction, the Trust's election 
to keep the shares under this paragraph may be revoked and 
the Trust shall be entitled to proceed against the other 
collateral or otherwise proceed against the Company for 
repayment.  The Trust is granted conditional piggy-back 
registration rights with respect to the shares issued under 
this Agreement to demand that such shares be covered by 
any pending or effective registration statement filed by 
Travis subsequent to the date hereof.

7. The Trust represents and warrants to Travis that in 
connection with his/its acquisition of the shares that (i) he/it 
is acquiring such securities for his/its own account, for 
investment purposes only and not with a view to the public 
resale or distribution thereof;  (ii) he/it will not sell, transfer 
or otherwise dispose of the Shares except in transactions 
which are not in violation of the Act; and (iii)  he/it is a 
sophisticated and an accredited investor as those terms are 
defined under Regulation D under the '33 Act.

8. All representations and warranties made herein shall survive 
the closing.  This Agreement shall bind the parties, their 
heirs, legal representative and permitted assigns.  The Trust 
may assign its right to receive all or a portion of the 
consideration being received or the rights being granted 
hereunder to any party in his/its sole discretion, however, 
Travis may not assign all or any portion of its rights or 
obligations under this Agreement without the express 
written consent of the Trust.  Every representation herein 
shall be deemed repeated at the closing which shall occur on 
the date the CD is created and pledged on behalf of Travis 
or funds to purchase the CD are advanced by the Trust 
whichever is sooner.  The parties shall execute such 
additional instruments as may from time to time be 
necessary to accomplish the objectives hereof.  This 
Agreement constitutes the entire agreement between the 
Parties and may not be modified or cancelled except in 
writing signed by the Seller and Purchaser.

9. By executing this Agreement on behalf of the respective 
party who is a corporate and/or trust entity, the individual so 
executing this Agreement on such party's behalf represents 
and warrants that he/she has been duly authorized to do so 
by the Trust's beneficiaries or Trustees and the 
corporation's board of directors, as the case may be, and 
that such signature is sufficient without more to bind such 
Trust or corporation.  Either party shall be entitled to receive 
any further documentation validating such authority after 
the fact, but shall at all times be entitled to rely upon the 
agent's signature as evidence of authority from the 
principal. 

10. Governing Law.  This Agreement shall be governed by and 
construed in accordance with the laws of the state of 
Colorado.  This Agreement may be executed at different 
times and places, in counterparts and shall be effective as of 
the date first above written.

IN WITNESS WHEREOF, the Parties have executed this 
Agreement, effective as of the date first above written.

TRAVIS INDUSTRIES, INC.:	THOMAS P. RAABE, TRUST:


By:                           By: 	
				
Fred Boethling, Director, 	Thomas P. Raabe, Trustee
Secretary/Treas.