EXHIBIT 4.16

                             FORM OF PROMISSORY NOTE
                             Issued to G. Ray Stults

$ 803,900.00                                                    Goshen, Indiana
                                                             September 26, 2002


     FOR VALUE RECEIVED, the undersigned, Starcraft Corporation, promises to pay
to the order of G. Raymond Stults,  the principal sum of Eight Hundred and Three
Thousand  Nine  Hundred  Dollars  ($803,900.00)  with  interest  on  the  unpaid
principal  balance from the date of this Note,  until paid, at the rate of 6.75%
per annum.  The principal and interest shall be payable at 2703 College  Avenue,
Goshen, Indiana, or such other place as the holder of this Note may designate in
writing,  in equal monthly  principal and interest  installments  of One Hundred
Thirty  Eight  Thousand  Six  Hundred  Sixty Seven  Dollars  and  Sixteen  cents
($138,667.16), commencing on January 15, 2003, without relief from valuation and
appraisement  laws.  Such monthly  installments  shall continue until the entire
indebtedness  evidenced  by this Note is fully paid,  except that any  remaining
indebtedness,  if not sooner  paid,  shall be due and payable on July 15,  2003.
This Note may be prepaid in full or in part at any time.

     If any monthly installment under this Note is not paid when due, the entire
unpaid principal amount and accrued interest thereon shall, at the option of the
holder,  become  due and  payable  upon  demand.  Any  unpaid  principal  amount
outstanding  on the date of demand shall bear interest at the rate 7.75%,  until
paid. No failure on the part of the holder in  exercising  said right to declare
the remaining unpaid balance due or to proceed to collect the same shall operate
as a waiver of the right to proceed or  preclude  the  exercise of such right at
any  time  during  the  continuance  of  such  default  or the  occurrence  of a
succeeding  default.  In the event of default,  the holder of this Note shall be
entitled to collect all costs and expenses  incurred,  including but not limited
to reasonable attorney's fees.

     The holder of this Note, at its option, may renew the same, extend the time
for the payment of said  indebtedness,  reduce the monthly  payments  thereon or
accept a renewal note or notes therefore; provided, however, any such extension,
renewal or  reduction  shall not  release  the  undersigned  or any  endorser or
guarantor  from any liability on said  obligation.  Any  endorser,  guarantor or
assignor  severally waives presentment for payment,  protest,  notice of protest
and non-payment of this Note and diligence in the collection thereof.

     Any notice  provided for in this Note shall be given by mailing such notice
certified mail,  return receipt  requested,  addressed to the undersigned at the
address stated below or to such other address as the  undersigned  may designate
from time to time and such notice  shall be deemed given upon date of mailing to
the undersigned at such address.

                                           STARCRAFT CORPORATION

                                           By: / s / Timothy L. Burke
                                               Timothy L. Burke
                                               Chief Financial Officer