EXHIBIT 4.15

                                 LOAN AGREEMENT

                                 BY AND BETWEEN

                              STARCRAFT CORPORATION

                                       AND

                                  COMERICA BANK


<PAGE>

                                 LOAN AGREEMENT



     THIS LOAN  AGREEMENT,  made this  _____  day of June,  2002 by and  between
Starcraft Corporation, an Indiana corporation, of Goshen, Indiana (herein called
"Company"),  and COMERICA  BANK,  a Michigan  banking  corporation,  of Detroit,
Michigan (herein called "Bank");

     WITNESSETH:

     1.   THE INDEBTEDNESS: Line of Credit

     1.1 Subject to the terms of this Agreement,  Bank agrees to lend to Company
at any time and from time to time from the effective  date hereof until April 1,
2004  sums  not  to  exceed  under  the  line  of  credit  Two  Million  Dollars
($2,000,000) (the "Commitment  Amount") in aggregate principal amount at any one
time  outstanding.  Company  shall  execute and deliver to Bank a Line of Credit
Note (herein  called  "Line  Note") in form  similar to that  annexed  hereto as
Exhibit "A" to evidence  advances,  repayments and readvances  made from time to
time,  subject to the terms and conditions of this  Agreement.  Company may from
time to time request that the stated  amount of the  Collateral  L/C (as defined
herein) be reduced. Provided no event of default (or event which with the giving
of notice or the passage of time would  become an event of default) has occurred
or is continuing, the Bank shall give notice to the issuer of the Collateral L/C
that Bank agrees to the  reduction.  At the time of each reduction in the stated
amount of the Collateral L/C, the Commitment Amount shall be reduced on a dollar
for dollar basis with the amount of the  reduction  in the stated  amount of the
Collateral  L/C. The  aggregate  reduction in the stated amount shall not exceed
$1,000,000.  Prior to Bank  giving any notice of  consent  to a  reduction,  the
Company  shall  prepay  advances  so that the  aggregate  amount of  outstanding
advances and the  outstanding  amount of Letters of Credit is less than or equal
to the amount of the reduced Commitment Amount.

     1.2 The Line Note shall mature on April 1, 2004,  and the balance from time
to time outstanding shall bear interest at a per annum rate equal to one percent
(1%) above the Bank's Prime Rate.  Upon the  occurrence  of any event of default
hereunder,  interest  shall  accrue on the unpaid  principal  balance at the per
annum rate of three  percent (3%) above the rate  otherwise in effect.  Interest
shall be payable monthly  commencing on August 1, 2002 and on the first business
day of each month thereafter.  Interest shall be computed on a daily basis using
a year of 360 days, assessed for the actual number of days elapsed,  and in such
computation  effect shall be given to any change in the interest rate  resulting
from a change in the Prime  Rate on the date of such  change in the Prime  Rate.
"Prime  Rate" shall mean the rate of interest  established  by Bank and publicly
announced  as its prime rate for its  borrowers  as the same may be changed from
time to time, which may not necessarily be Bank's lowest rate for loans.


     A late  installment  charge  equal  to  five  percent  (5%)  of  each  late
installment  may be charged on any  installment  payment  not  received  by Bank
within ten (10) calendar days after the  installment  due date but acceptance of
this  charge  shall  not  waive  any  default  or event of  default  under  this
Agreement.

     1.3 Bank shall not make any  advances  under the Line Note  unless  Company
shall  have  first  filed  with  Bank a  Request  for  Draw and  Certificate  of
Compliance  (as of the date of the  borrowing)  in form  similar to that annexed
hereto as Exhibit "B", executed by an authorized  officer of Company.  Bank may,
at its  option,  lend  under  the Line  Note upon the  telephone  request  of an
authorized  officer  or agent of Company  and,  in the event Bank makes any such
advance upon a telephone request,  the requesting officer shall send by telecopy
to Bank,  on the same day as such  telephone  request,  a  Request  for Draw and
Certificate  of Compliance in the form attached as Exhibit "B".  Company  hereby
authorizes  Bank to  disburse  advances  under  the Line  Note  pursuant  to the
telephone  instructions of any person purporting to be an authorized  officer of
Company and Company  shall bear all risk of loss  resulting  from  disbursements
made upon any telephone request. Each time Company requests an advance under the
Line Note by telephone it shall be deemed to have  represented that no condition
exists or event has occurred which  constitutes or, with the giving of notice or
the passage of time would constitute, a default under this Agreement.

     1.4  Company  shall pay to Bank an unused  fee equal to one  quarter of one
percent  (1/4%) per annum  multiplied  by the average  daily amount by which the
Commitment Amount exceeds the aggregate amount of outstanding advances under the
Line Note. The unused fee shall be payable quarterly in arrears on the first day
of each calendar  quarter  (commencing on July 1, 2002) and on the maturity date
of the Line Note. Such fee shall be calculated in the same manner as interest is
calculated hereunder.

     1.5 In addition  to advances  under the Line Note to be provided to Company
by Bank under and pursuant to Section 1.1 of this Agreement,  Bank may issue, or
commit to issue, from time to time, standby letters of credit for the account of
Company  (herein  individually  called a "Letter  of  Credit"  and  collectively
"Letters  of  Credit") in  aggregate  undrawn  amounts not to exceed Two Hundred
Fifty Thousand Dollars ($250,000) at any one time outstanding; provided, however
that the sum of the aggregate amount of advances outstanding under the Line Note
plus the  undrawn  amounts  of all  Letters  of  Credit  shall  not  exceed  the
Commitment Amount at any one time; and provided further that no Letter of Credit
shall,  by its terms,  have an expiration date which extends beyond the maturity
date  of the  Line  Note.  In  addition  to the  terms  and  conditions  of this
Agreement,  the  issuance of any Letters of Credit  shall also be subject to the
terms  and  conditions  of any  letter  of credit  applications  and  agreements
executed and delivered by Company unto Bank with respect thereto. The commission
rate  and  payment  of the  commission  for  each  Letter  of  Credit  shall  be
established by Bank at the time of issuance of each Letter of Credit.

     1.6 Company may prepay the Line Note in whole or in part without premium or
penalty.

     1.7  Advances  under the Line Note shall be used for working  capital,  for
general corporate  purposes and to repay existing  indebtedness owed to Foothill
Financial Corporation.

     2. CONDITIONS AND SECURITY.

     2.1 Company agrees to furnish Bank,  prior to the borrowing  hereunder,  in
form to be satisfactory to Bank, with (i) an opinion of Company's legal counsel;
(ii)  certified  copies of  resolutions  of the Board of  Directors  of  Company
evidencing  approval of the  borrowings  hereunder,  (iii)  certified  copies of
Company's  Articles of Incorporation  and Bylaws,  and (iv) certificates of good
standing from the State of Company's incorporation and from each jurisdiction in
which it is required to be qualified to do business.

     2.2 As security for all indebtedness of Company to Bank hereunder and under
the Line Note as herein provided, Company agrees to furnish, execute and deliver
to Bank or cause to be  furnished,  executed  and  delivered to Bank prior to or
simultaneously with the borrowing hereunder,  in form to be satisfactory to Bank
and supported by appropriate  resolution in certified form authorizing same, the
following (all of which is herein collectively called the "Collateral"):

     (a)  Security   Agreement  granting  to  Bank  a  first  priority  security
          interests in and covering  all of  Company's  tangible and  intangible
          personal property, whether now owned or hereafter acquired (subject to
          Permitted Liens);

     (b)  The Collateral L/C (as defined below);

     (c)  A  subordination  agreement  ("Subordination  Agreement")  from Gerald
          Stults  and Kelly Rose  ("Subordinate  Creditors")  subordinating  all
          indebtedness of Company to them to Company's indebtedness to Bank;

     (d)  A first priority security interest in Company's membership interest in
          Tecstar LLC;

     (e)  A first priority  continuing  collateral mortgage on the real property
          located at 1904 Century Drive, Goshen, Indiana 46528 and an assignment
          of all leases and rentals;

     (f)  Financing  Statements  required  or  requested  by Bank to perfect all
          security  interests to be conferred upon Bank under this Agreement and
          to accord Bank a perfected first priority  security position under the
          Uniform Commercial Code;

     (g)  Such documents or  certificates as may be requested by Bank and/or are
          required under the terms of any and every Security Agreement; and

     (h)  Such  other  documents  or  agreements  of  security  and  appropriate
          assurances  of  validity  and  perfected  first  priority  of  lien or
          security  interest  as  Bank  may  request  at any  time  (subject  to
          Permitted Liens).

     "Collateral  L/C"  shall  mean  a  letter  of  credit  issued  to  Bank  as
beneficiary  by a  financial  institution  which  is  acceptable  to Bank in the
exercise of its sole discretion in the form attached hereto as Exhibit "C" in an
amount not less than  $1,500,000  and having an expiry date not earlier than May
1, 2004.

     2.3 On the date of execution of this Agreement, Company shall pay to Bank a
$10,000  non-refundable closing fee, which fee shall be deemed fully earned upon
execution of this Agreement.

     3. REPRESENTATIONS AND WARRANTIES

     Company  represents  and warrants and such  representations  and warranties
shall be deemed to be  continuing  representations  and  warranties  during  the
entire life of this Agreement:

     3.1 Company is a corporation  duly  organized and existing in good standing
under the laws of the State of  Indiana;  Company  is in good  standing  in each
jurisdiction  in which it is  required to be  qualified  to do business in which
failure to so qualify would materially impair Company's  financial  condition or
the  ability  of  Company  to carry on its  business;  execution,  delivery  and
performance of this Agreement and other documents and instruments required under
this  Agreement,  and the  issuance  of the Line Note by Company  are within its
corporate powers, have been duly authorized,  are not in contravention of law or
the terms of Company's  Articles of Incorporation or Bylaws,  and do not require
the consent or approval of any governmental body, agency or authority;  and this
Agreement and other documents and instruments  required under this Agreement and
Line Note,  when issued and delivered and appropriate  financing  statements are
properly  filed,  will be valid and  binding  in  accordance  with  their  terms
(subject to limitation or enforcement,  if any, by equitable  principles,  or by
bankruptcy, insolvency,  reorganization,  moratorium or similar laws relating to
or affecting creditors rights generally).

     3.2 The execution, delivery and performance of this Agreement and any other
documents and instruments required under this Agreement, and the issuance of the
Line Note by  Company  are not in  contravention  of the  unwaived  terms of any
indenture,  agreement or  undertaking to which Company is a party or by which it
is bound.

     3.3 Except as set forth in attached  Schedule  3.3, no  litigation or other
proceeding  before  any court or  administrative  agency is  pending,  or to the
knowledge of the officers of Company is threatened against Company,  the outcome
of which  could  materially  impair the  Company's  financial  condition  or the
ability of Company to carry on its business.

     3.4  There  are no  security  interests  in,  liens,  mortgages,  or  other
encumbrances  on any  of  Company's  assets,  except  to  Bank  or as  otherwise
permitted by this Agreement as Permitted Liens set forth in Schedule 3.4.

     3.5 Company does not maintain or contribute to any employee pension benefit
plan  subject to title IV of the  "Employee  Retirement  Income  Security Act of
1974" (herein called "ERISA"),  except those set forth in attached Schedule 3.5.
There was no unfunded past service  liability of any pension plan  maintained by
the  Company  as of  December  31,  2001,  and there is no  accumulated  funding
deficiency within the meaning of ERISA, or any existing material  liability with
respect to any pension  plan owed to the Pension  Benefit  Guaranty  Corporation
("PBGC") or any successor thereto.

     3.6 The financial statements of Company dated December 31, 2001, previously
furnished  Bank,  are  complete  and  correct and fairly  present the  financial
condition of Company;  to the best of the Company's  knowledge,  since said date
there has been no material adverse change in the financial condition of Company;
to the best of the  knowledge of Company's  officers,  Company does not have any
material  contingent   obligations  (including  any  liability  for  taxes)  not
disclosed by or reserved against in said financial statements and at the present
time there are no material  unrealized  or  anticipated  losses from any present
commitment of Company.

     3.7 All tax returns and tax reports of Company  required by law to be filed
have been duly filed or  extensions  obtained,  and all taxes,  assessments  and
other governmental charges or levies (other than those presently payable without
penalty and those  currently  being  contested in good faith for which  adequate
reserves have been  established)  upon Company (or any of its properties)  which
are due and payable have been paid.  The  charges,  accruals and reserves on the
books of  Company  in respect of the  Federal  income  tax for all  periods  are
adequate in the opinion of Company.

     3.8 Except as set forth in attached Schedule 3.8, there are no subsidiaries
of Company.

     3.9  Except as set  forth in  attached  Schedule  3.9,  Company  is, in the
conduct  of its  business,  in  compliance  in all  material  respects  with all
federal, state or local laws, statutes, ordinances and regulations applicable to
it,  the  enforcement  of  which,  if  Company  were  not in  compliance,  would
materially adversely affect its business or the value of its property or assets.
Company has all approvals, authorizations,  consents, licenses, orders and other
permits of all governmental agencies and authorities,  whether federal, state or
local,  required to permit the operation of its business as presently conducted,
except such  approvals,  authorizations,  consents,  licenses,  orders and other
permits with respect to which the failure to have can be cured without  having a
material adverse effect on the operation of such business.

     3.10 No  representation  or warranty by Company in this Agreement,  nor any
statement or certificate  (including  financial  statements)  furnished or to be
furnished to Bank pursuant hereto contains or will contain any materially untrue
statement  of any material  fact or omits or will omit to state a material  fact
necessary to make such  representation,  warranty,  statement or certificate not
misleading;  provided,  however, as to any financial  statements of the Sellers,
this  representation  and warranty is made based solely on the best knowledge of
Company.

     3.11 Except as disclosed in attached Schedule 3.11,  Company is not a party
to any  litigation  or  administrative  proceeding,  nor so far as is  known  by
Company  is any  litigation  or  administrative  proceeding  threatened  against
Company,  which in either  case (A)  asserts or alleges  that  Company  violated
Environmental  Laws (as defined in Section  6.1),  (B)  asserts or alleges  that
Company is  required to clean up,  remove,  or take  remedial or other  response
action due to the disposal,  depositing,  discharge, leaking or other release of
any hazardous  substances  or materials,  (C) asserts or alleges that Company is
required  to pay all or a portion  of the cost of any past,  present,  or future
cleanup,  removal or remedial or other response action which arises out of or is
related to the disposal, depositing,  discharge, leaking or other release of any
hazardous substances or materials by Company.

     3.12 Except as disclosed in attached  Schedule  3.11, to the best knowledge
of Company,  there are no  conditions  existing  currently  which would  subject
Company to  damages,  penalties,  injunction  relief or cleanup  costs under any
applicable Environmental Laws or which require or are likely to require cleanup,
removal,  remedial action or other response pursuant to applicable Environmental
Laws by Company.

     3.13 Except as disclosed in attached Schedule 3.11,  Company is not subject
to any  judgment,  decree,  order  or  citation  related  to or  arising  out of
applicable  Environmental Laws and to the best knowledge of the Company, Company
has  not  been  named  or  listed  as a  potentially  responsible  party  by any
governmental   body  or  agency  in  a  matter   arising  under  any  applicable
Environmental Laws.

     3.14 Company has all material  permits,  licenses  and  approvals  required
under applicable Environmental Laws.

     4. AFFIRMATIVE COVENANTS

     Company  covenants  and agrees  that it will,  so long as any  indebtedness
remains outstanding under this Agreement:

     4.1 Furnish Bank:

     (a)  within ninety (90) days after and as of the end of each fiscal year of
          Company,  a balance sheet and statement of profit and loss and changes
          in cash flow of Company  prepared on an audited  basis by  independent
          certified public accountants reasonably satisfactory to Bank;

     (b)  within thirty (30) days after and as of the end of each month, balance
          sheet and  statement  of profit and loss of Company  each  prepared in
          accordance with generally accepted accounting principles  consistently
          applied and certified  (subject to year end audit  adjustments)  by an
          officer of Company;

     (c)  within twenty (20) days after and as of the end of each month,  agings
          of accounts  receivable and accounts  payable in form  satisfactory to
          Bank;

     (d)  such  information  as  required  by the  terms and  conditions  of any
          security agreements referred to in this Agreement;

     (e)  promptly,  and  in  form  to  be  satisfactory  to  Bank,  such  other
          information as Bank may reasonably request from time to time.

     4.2 Pay and discharge  all taxes and other  governmental  charges,  and all
material  contractual  obligations  calling for the payment of money, before the
same shall  become  overdue,  unless and to the extent only that such payment is
being contested in good faith.

     4.3 Maintain  insurance  coverage on its physical  assets and against other
business risks in such amounts and of such types as are  customarily  carried by
companies  similar  in size  and  nature,  and in the  event of  acquisition  of
additional property,  real or personal,  or of incurrence of additional risks of
any nature,  increase such insurance  coverage in such manner and to such extent
as prudent business judgment and present practice would dictate; and in the case
of all policies  covering  property  mortgaged or pledged to Bank or property in
which Bank shall have a security  interest  of any kind  whatsoever,  other than
those policies  protecting against casualty  liabilities to strangers,  all such
insurance  policies  shall  provide  that the loss payable  thereunder  shall be
payable to Company and Bank as their respective  interests may appear, and, upon
request  from  Bank,  all  said  policies  or  copies  thereof,   including  all
endorsements thereon and those required hereunder, shall be deposited with Bank.

     4.4  Permit  Bank,  through  its  authorized  attorneys,   accountants  and
representatives,  to examine  Company's books,  accounts,  records,  ledgers and
assets  of every  kind and  description  at all  reasonable  times  upon oral or
written  request  of Bank,  which  shall  include  but shall not be  limited  to
collateral  audits of  Company  conducted  by Bank,  at  Company's  own cost and
expense.

     4.5 Promptly notify Bank of any condition or event of which Company becomes
aware which  constitutes or with the running of time and/or the giving of notice
would likely  constitute an event of default under this Agreement,  and promptly
inform Bank of the existence or occurrence of any condition or event which could
have a material adverse effect upon Company's financial condition.

     4.6 Maintain in good standing all licenses required by the State of Indiana
or any agency thereof, or other governmental  authority that may be necessary or
required  for Company to carry on its  general  business  objects  and  purposes
unless  the  failure  to so  maintain  such  licenses  would not have a material
adverse effect on the financial condition or operations of Company.

     4.7 Furnish Bank,  upon Bank's request,  in form  satisfactory to Bank with
pledges,  assignments,  lien instruments or other security  instruments covering
any or all of  Company's  real  and  personal  property,  of  every  nature  and
description,  whether now owned or hereafter  acquired,  to the extent that Bank
may in its sole discretion require.

     4.8 Comply with all material  requirements imposed by ERISA as presently in
effect or  hereafter  promulgated,  including  but not  limited  to, the minimum
funding requirements of any Pension Plan.

     4.9 Promptly notify Bank after the occurrence  thereof in writing of any of
the following events:

     (a)  the  termination  of a pension  plan  subject  to Title IV of ERISA (a
          "Pension Plan");

     (b)  the  appointment  of a trustee by a United  States  District  Court to
          administer a Pension Plan;

     (c)  the commencement by the Pension Benefit Guaranty  Corporation,  or any
          successor thereto of any proceeding to terminate a Pension Plan;

     (d)  the  failure  of  a  Pension  Plan  to  satisfy  the  minimum  funding
          requirements  for any plan year as  established  in Section 412 of the
          Internal  Revenue  Code of 1954,  as amended or any similar  provision
          under the Internal Revenue Code of 1986, as amended;

     (e)  the withdrawal of Company from a Pension Plan; or

     (f)  a reportable event, within the meaning of Title IV of ERISA.

     4.10  Furnish to the Bank  concurrently  with the  delivery  of each of the
financial  statements  required by Section 4.1(a) and (b) hereof, a statement in
the form of attached  Exhibit "D" prepared and certified by the chief  financial
officer of Company (or in such officer's  absence,  a responsible senior officer
of Company) (a) setting forth all  computations  necessary to show compliance by
Company with the  financial  covenants set forth in Sections 4.12 and 4.13 as of
the date of such financial statements,  (b) stating that as of the date thereof,
no condition or event which  constitutes an event of default  hereunder or which
with the running of time and/or the giving of notice would  constitute  an event
of default  hereunder  has occurred and is  continuing,  or if any such event or
condition  has occurred and is  continuing  or exists,  specifying in detail the
nature and period of existence thereof and any action taken with respect thereto
taken or contemplated to be taken by Company and (c) stating that the signer has
personally  reviewed  this  Agreement and that such  certificate  is based on an
examination sufficient to assure that such certificate is accurate.

     4.11 Maintain its principal bank accounts with Bank.

     4.12  Maintain at all times,  Tangible  Net Worth of not less than the Base
Tangible Net Worth.

          "Base Tangible Net Worth" shall  initially mean  ($1,000,000).  On the
     last day of each fiscal quarter of Company (commencing June 30, 2002), Base
     Tangible Net Worth shall increase by $250,000.

          "Tangible  Net Worth"  shall mean the excess of (i) the net book value
     of the assets of Company  (excluding from assets  however,  amounts due, if
     any, from affiliated corporations,  and patents, patent rights, trademarks,
     trade  names,  franchises,  copyrights,  licenses,  good  will and  similar
     intangible   assets)  after  all  appropriate   deductions   determined  in
     accordance  with generally  accepted  accounting  principles,  consistently
     applied (including, without limitation,  reserves for doubtful receivables,
     obsolescence, etc.), over (ii) all Debt of Company.

          "Debt" shall mean, as of any  applicable  date of  determination,  all
     items of indebtedness,  obligation or liability of Company, whether matured
     or unmatured,  liquidated or unliquidated,  direct or indirect, absolute or
     contingent,  joint or several,  that should be classified as liabilities in
     accordance  with generally  accepting  accounting  principles  consistently
     applied.

     4.13  Maintain  at all  times,  Working  Capital  of not less than the Base
Working Capital.

          "Current   Assets"   shall  mean,  as  of  any   applicable   date  of
     determination,  all cash,  non-affiliated customer receivables and unbilled
     receivables,  United  States  government  securities,  income tax  refunds,
     tooling and inventories.

          "Current  Liabilities"  shall  mean,  as of  any  applicable  date  of
     determination,  all  items of  indebtedness,  obligation  or  liability  of
     Company, whether matured or unmatured,  liquidated or unliquidated,  direct
     or  indirect,  absolute or  contingent,  joint or  several,  that should be
     classified as liabilities in accordance with generally accepting accounting
     principles consistently applied.

          "Working   Capital"  shall  mean,  as  of  any   applicable   date  of
     determination, Current Assets less Current Liabilities.

          "Base Working Capital" shall initially mean ($3,500,000).  On the last
     day of each fiscal  quarter of Company  (commencing  June 30,  2002),  Base
     Working Capital shall increase by $250,000.

     4.14  Promptly  give Bank  notice if any  subsidiary  of Company  becomes a
Material  Subsidiary and within  fifteen (15) days after a subsidiary  becomes a
Material  Subsidiary  cause such  subsidiary  to execute  and  deliver to Bank a
Guaranty in the form attached hereto as Exhibit "D" and to grant to Bank a first
priority security interest in its assets and to execute a Security  Agreement in
the form attached hereto as Exhibit "E".  "Material  Subsidiary"  shall mean any
subsidiary of Company which has assets with a market value in excess of $500,000
or gross revenues in excess of $500,000 per year.

     5. NEGATIVE COVENANTS

     Company  covenants  and agrees that,  so long as any  indebtedness  to Bank
remains outstanding under this Agreement, it will not, without the prior written
consent of Bank:

     5.1  Purchase,  acquire  or redeem  any of its  stock or make any  material
change in its capital structure or general business objects or purpose.

     5.2 Enter into any merger or consolidation  or sell,  lease,  transfer,  or
dispose of all,  substantially  all, or any part of its assets,  except sales of
inventory in the ordinary course of its business and sales or other dispositions
of machinery and equipment to the extent not exceeding a market value of $50,000
during any single fiscal year.

     5.3 Guarantee,  endorse, or otherwise become secondarily liable for or upon
the  obligations of others,  except by  endorsement  for deposit in the ordinary
course of business and except for Company's reimbursement obligation in favor of
the Subordinate Creditors so long as the Subordination Agreement is in effect.

     5.4 Become or remain  obligated for any indebtedness for borrowed money, or
for  any  indebtedness  incurred  in  connection  with  the  acquisition  of any
property, real or personal, tangible or intangible, except:

     (a)  indebtedness to Bank;

     (b)  current unsecured trade, utility or non-extraordinary accounts payable
          arising in the ordinary course of Company's business;

     (c)  purchase  money  indebtedness  and capital lease  obligations  for the
          acquisition of fixed assets in an amount not to exceed $250,000 in the
          aggregate; and

     (d)  existing indebtedness described in Schedule 5.4.

     5.5 Purchase or otherwise  acquire or become  obligated for the purchase of
all or substantially all of the assets or business interests of any person, firm
or  corporation  or any  shares  of stock  of any  corporation,  trusteeship  or
association  or in any other  manner  effectuate  or  attempt to  effectuate  an
expansion of present business by acquisition.

     5.6 Except for existing  investments  disclosed in attached  Schedule  5.6,
make or allow to remain  outstanding  any  investment  (whether such  investment
shall be of the  character  of  investment  in  shares of  stock,  evidences  of
indebtedness or other  securities or otherwise) in, or any loans or advances to,
any person, firm, corporation or other entity or association.

     5.7 Affirmatively  pledge or mortgage any of its assets,  whether now owned
or hereafter acquired,  or create,  suffer or permit to exist any lien, security
interest in, or encumbrance thereon, except:

     (a)  to Bank;

     (b)  purchase  money  security  interests  in fixed  assets to  secure  the
          indebtedness  permitted in Section  5.4(c) above to the extent created
          substantially  contemporaneously  with the  acquisition  of such fixed
          assets and the extent encumbering only the fixed assets so acquired;

     (c)  existing security interests  described in Schedule 3.4 attached hereto
          and renewals,  extensions  and  substitutions  thereof  (including the
          subordinate lien in the Company's  membership interests in Tecstar LLC
          in favor of the  Subordinate  Creditors  and  together  with the liens
          permitted under (b) above, the "Permitted Liens").

     5.8 Sell,  assign,  transfer or confer a security  interest in any account,
contract,  note,  trade  acceptance  or other  receivable,  except to Bank or as
otherwise permitted pursuant to the provisions of Section 5.7.

     5.9 Make loans,  advances of credit or extensions of credit to any officer,
director or shareholder of Company or any member of their immediate  families or
entity  controlled by any of the  foregoing or to any other  person,  except for
sales on open account or in the ordinary course of business.

     5.10 Materially  alter the character of its business from that conducted as
of the date of this Agreement.

     5.11  Declare or pay any  dividends  if at the time  declared or paid or if
after giving effect thereto an event of default under this Agreement  shall have
occurred and be continiung.

     5.12  Enter  into  any  transaction  or  series  of  transactions  with any
affiliate other than on terms and conditions as favorable to Company as would be
obtainable in a comparable  arms-length  transaction with a person other than an
affiliate.

     5.13  Enter  into or  become  subject  to any  agreement  (other  than this
Agreement) (i) prohibiting the creation or assumption of any lien or encumbrance
upon the  properties  or assets of Company or (ii)  requiring an  obligation  to
become secured (or further secured) if another  obligation is secured or further
secured.

     6. ENVIRONMENTAL PROVISIONS

     6.1 For the purposes of this Agreement the term "Environmental  Laws" shall
mean  all  federal,  state  and  local  laws  including  statutes,  regulations,
ordinances,  codes, rules, and other governmental restrictions and requirements,
relating to  environmental  pollution,  contamination or other impairment of any
nature,  any hazardous or other toxic substances of any nature,  whether liquid,
solid and/or gaseous,  including smoke,  vapor,  fumes,  soot,  acids,  alkalis,
chemicals, wastes, by-products, and recycled materials. These Environmental Laws
shall  include but not be limited to the Federal  Solid Waste  Disposal Act, the
Federal  Clean Air Act,  the  Federal  Clean  Water Act,  the  Federal  Resource
Conservation and Recovery Act of 1976, the Federal  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act  of  1980,  the  Federal  Superfund
Amendments and  Reauthorization  Act of 1986,  regulations of the  Environmental
Protection Agency,  regulations of the Nuclear Regulatory Agency, regulations of
any state  department  of natural  resources or state  environmental  protection
agency  now or at any time  hereafter  in  effect  and local  health  department
ordinances.

     6.2 Company  shall  comply in all  material  respects  with all  applicable
Environmental Laws.

     6.3 Company shall provide to Bank, immediately upon receipt,  copies of any
correspondence,   notice,  pleading,  citation,  indictment,  complaint,  order,
decree,  or other document from any source  asserting or alleging a circumstance
or condition  which requires or may require a financial  contribution by Company
or a cleanup,  removal,  remedial action, or other response by or on the part of
Company  under  applicable  Environmental  Laws or which seeks damages or civil,
criminal  or  punitive  penalties  from  Company  for an  alleged  violation  of
Environmental Laws.

     6.4  Company  shall  promptly  notify  Bank in  writing  as soon as Company
becomes aware of any  condition or  circumstance  which makes the  environmental
warranties  contained in this Agreement incomplete or inaccurate in any material
respect as of any date.

     6.5  In  the  event  of  any  condition  or  circumstance  that  makes  any
environmental   warranty,   representation  and/or  agreement  contained  herein
incomplete or inaccurate in any material respect as of any date,  Company shall,
at the reasonable request of Bank, at its sole expense,  retain an environmental
professional  consultant,  reasonably  acceptable to Bank, to conduct a thorough
and  complete   environmental  audit  regarding  the  changed  condition  and/or
circumstance and any environmental  concerns arising from that changed condition
and/or  circumstance.  A copy of the environmental  consultant's  report will be
promptly delivered to both Bank and Company upon completion.

     6.6 At any time Company,  directly or indirectly  through any  professional
consultant or other  representative,  determines  to undertake an  environmental
audit,  assessment or  investigation,  Company shall promptly  provide Bank with
written notice of the initiation of the  environmental  audit,  fully describing
the purpose and intended scope of the environmental audit. Upon receipt, Company
will promptly  provide to Bank copies of all final  findings and  conclusions of
any such environmental investigation. Preliminary findings and conclusions shall
be provided if final  reports  have not been  completed  and  delivered  to Bank
within 60 days following completion of the preliminary findings and conclusions.

     6.7 Company  shall  maintain all material  permits,  licenses and approvals
required under applicable Environmental Laws.

     7. EVENTS OF DEFAULT

     7.1 Upon non-payment of any installment of the principal or interest on the
Line Note when due in accordance with the terms thereof,  or upon non-payment of
any other  outstanding  indebtedness  of Company to Bank  hereunder or under any
other  instrument or evidence of  indebtedness  when due in accordance  with the
terms thereof,  the Line Note shall  automatically  become  immediately  due and
payable and Bank shall not have any obligation to make any  additional  advances
hereunder.

     7.2 Upon occurrence of any of the following events of default:

     (a)  default in the  observance or  performance  of any of the  conditions,
          covenants or agreements of Company set forth in Sections 4.1(c),  (d),
          4.3, 4.4, 4.5, 4.11, 4.12, 4.13, 4.14 or Section 5;

     (b)  default in the  observance or  performance  of any of the  conditions,
          covenants or agreements of Company set forth in Section  4.1(a) or (b)
          or 4.10 and continuance for ten (10) days;

     (c)  default in observance or performance  of any of the other  conditions,
          covenants or agreements of Company herein set forth,  and  continuance
          thereof for thirty (30) days after notice to Company by Bank;

     (d)  any  representation  or  warranty  made by  Company  herein  or in any
          instrument  submitted  pursuant  hereto  proves untrue in any material
          respect when made;

     (e)  default in the  observance or  performance  of any of the  conditions,
          covenants  or  agreements  of Company or any other person set forth in
          any  collateral  document of security which may be given to secure the
          indebtedness  hereunder or in any other collateral document related to
          or connected with this Agreement or the  indebtedness  hereunder,  and
          continuation  of such default beyond any period of grace  specified in
          any such document;


     (f)  default  (i) in the  payment of any other  obligation  of Company  for
          borrowed  money (other than to Bank) in an aggregate  amount in excess
          of Twenty Five Thousand Dollars  ($25,000),  or (ii) in the observance
          or performance of any conditions,  covenants or agreements  related or
          given  with  respect  thereto,   and,  in  the  case  of  clause  (ii)
          continuance  thereof  for a period of time  sufficient  to permit  the
          holder of the applicable indebtedness to accelerate such indebtedness;

     (g)  judgments for the payment of money in excess of the sum of Twenty Five
          Thousand Dollars  ($25,000) in the aggregate shall be rendered against
          Company and such judgments shall remain unpaid, unvacated, unbonded or
          unstayed  by  appeal  or  otherwise   for  a  period  of  thirty  (30)
          consecutive days from the date of its entry;

     (h)  the occurrence of any "reportable  event",  as defined in the Employee
          Retirement  Income  Security Act of 1974 and any  amendments  thereto,
          which is  determined  to  constitute  grounds for  termination  by the
          Pension Benefit  Guaranty  Corporation of any employee pension benefit
          plan  maintained  by or on behalf of Company for the benefit of any of
          its employees or for the appointment by the appropriate  United States
          District  Court  of  a  trustee  to  administer  such  plan  and  such
          reportable  event  is not  corrected  and  such  determination  is not
          revoked within thirty (30) days after notice thereof has been given to
          the plan  administrator or Company;  or the institution of proceedings
          by the Pension  Benefit  Guaranty  Corporation  to terminate  any such
          employee  benefit  pension plan or to appoint a trustee to  administer
          such plan; or the appointment of a trustee by the  appropriate  United
          States District Court to administer any such employee  benefit pension
          plan;

     (i)  if there  shall  occur any  change  in the  management,  ownership  or
          control of Company  which in the sole  judgment of Bank is  reasonably
          likely to have a material adverse effect on the Company;

     (j)  if Bank shall for any reason deem itself insecure;

     (k)  if the rating of the issuer of the Collateral L/C (the "L/C Issuer) by
          Standard & Poor's  Rating Agency shall be less than "A" or if Standard
          & Poor's Rating  Agency shall no longer  maintain a rating for the L/C
          Issuer;  provided,  however,  no such occurrence  shall  constitute an
          event of default  hereunder unless Company,  within 20 days of written
          notice by Bank to Company of such occurrence  shall fail to provide to
          Bank  an  alternate   letter  of  credit  which  is  in  all  respects
          satisfactory to Bank issued by a financial  institution  acceptable to
          Bank and  which has terms  the same in all  material  respects  as the
          Collateral L/C;

     (l)  if there shall occur an Act of  Bankruptcy of the L/C Issuer or if the
          Collateral L/C shall become  unavailable to the Bank for any reason or
          if the  L/C  Issuer  shall  wrongfully  dishonor  any  drawing  on the
          Collateral L/C;

     (m)  the  revocation of the  Subordination  Agreement or any guaranty given
          pursuant to the provisions of Section 4.14;

then, or at any time thereafter,  unless such default is remedied, Bank may give
notice to Company declaring all outstanding indebtedness hereunder and under the
Line Note to be due and payable,  whereupon all  indebtedness  then  outstanding
hereunder  and under the Line Note  shall  immediately  become  due and  payable
without further notice and demand and Bank shall not have any obligation to make
any additional advances hereunder.

     "Act of  Bankruptcy  of the L/C Issuer"  shall mean that the L/C Issuer has
become  insolvent  or bankrupt or has failed to pay its debts  generally as such
debts  become due or has  admitted  in writing its  inability  to pay any of its
indebtedness  or has consented to or petitioned  for or applied to any authority
for the appointment of a receiver, liquidator or trustee or similar official for
itself or for all or any  substantial  part of its  properties  or assets or any
such  trustee,  receiver,  liquidator  or similar  official  has been  otherwise
appointed or bankruptcy, insolvency, reorganization,  arrangement or liquidation
proceedings or similar  proceedings  have been  instituted by or against the L/C
Issuer.

     7.3 If a creditors' committee shall have been appointed for the business of
Company;  or if Company shall have made a general  assignment for the benefit of
creditors  or shall  have  been  adjudicated  bankrupt,  or shall  have  filed a
voluntary  petition in bankruptcy or for  reorganization  or to effect a plan or
arrangement with creditors;  or shall file an answer to a creditor's petition or
other petition filed against it, admitting the material  allegations thereof for
an adjudication in bankruptcy or for  reorganization;  or shall have applied for
or permitted the  appointment of a receiver,  or trustee or custodian for any of
its property or assets;  or such receiver,  trustee or custodian shall have been
appointed for any of its property or assets  (otherwise than upon application or
consent of Company) and such receiver,  trustee or custodian so appointed  shall
not  have  been  discharged  within  sixty  (60)  days  after  the  date  of his
appointment or if an order shall be entered and shall not be dismissed or stayed
within sixty (60) days from its entry, approving any petition for reorganization
of Company,  then the Line Note and all indebtedness then outstanding  hereunder
shall  automatically  become immediately due and payable and Bank shall not have
any obligation to make any additional advances hereunder.

     7.4 Upon the occurrence and during the continuance of any event of default,
Company shall  immediately upon demand by Bank deposit with Bank cash collateral
in the amount  equal to the  maximum  amount  available  to be drawn at any time
under any Letter of Credit then outstanding.

     7.5 Upon  the  occurrence  and  during  the  continuation  of any  event of
default, Bank shall be entitled to draw on the Collateral L/C.

     8. MISCELLANEOUS

     8.1 This Agreement  shall be binding upon and shall inure to the benefit of
Company and Bank and their respective successors and assigns.

     8.2 No delay or failure of Bank in exercising any right, power or privilege
hereunder shall affect such right,  power or privilege,  nor shall any single or
partial exercise thereof preclude any further exercise thereof,  or the exercise
of any other power, right or privilege.  The rights of Bank under this Agreement
are  cumulative  and not  exclusive  of any right or  remedies  which Bank would
otherwise have.

     8.3 Where the  character  or  amount of any asset or  liability  or item of
income or expense is  required to be  determined  or any  consolidated  or other
accounting  computation  is  required  to be  made  for  the  purposes  of  this
Agreement,  it shall be done in accordance  with generally  accepted  accounting
principles consistently applied.

     8.4 Except as expressly provided  otherwise in this Agreement,  all notices
and other communications provided to any party hereto under this Agreement shall
be in writing and shall be given by personal  delivery,  by mail,  by  reputable
overnight  courier or by  facsimile  and  addressed  or  delivered  to it at its
address set forth below or at such other  address as may be  designated  by such
party in a notice to the other  parties  that  complies as to delivery  with the
terms of this Section 8.4. Any notice, if personally  delivered or if mailed and
properly  addressed  with postage  prepaid and sent by  registered  or certified
mail, shall be deemed given when received;  any notice,  if given to a reputable
overnight courier and properly addressed, shall be deemed given one (1) Business
Day after the date on which it was sent,  unless it is actually  received sooner
by the named  addressee;  and any notice,  if transmitted by telex or facsimile,
shall  be  deemed  given  when  received  (receipt  confirmed  in  the  case  of
telecopies).  Bank may,  but shall not be  required  to,  take any action on the
basis of any notice given to it by telephone, but Company shall promptly confirm
such  notice in writing or by  facsimile,  and such notice will not be deemed to
have been received until such confirmation is deemed received in accordance with
the  provisions  of this  Section set forth  above.  If such  telephonic  notice
conflicts with any such confirmation,  the terms of such telephonic notice shall
control.

         To Company:
         2703 College Avenue
         Goshen, Indiana 46526
         Attention: Timothy L. Burke
         Fax No.: (574) 534-1238

         To Bank:
         500 Woodward Avenue
         Detroit, Michigan 48226
         Attention: Metropolitan Banking Division-D-Michael H. Cliff
         Fax No.: (313) 222-3389

     8.5 Company shall pay all closing costs and expenses,  including, by way of
description and not limitation, reasonable outside attorney fees and lien search
fees  incurred  by Bank in  connection  with the  commitment,  consummation  and
closing of this  Agreement.  All of said amounts  required to be paid by Company
may, at Bank's option,  be charged by Bank as an advance against the proceeds of
the Line Note.  All costs,  including  reasonable  attorney fees and  reasonable
auditor fees, incurred by Bank in reviewing,  revising,  protecting or enforcing
any of its  rights  against  Company  or  defending  Bank  from  any  claims  or
liabilities  by any party or otherwise  incurred by Bank in  connection  with an
event of default or the  enforcement of this Agreement or the related  documents
shall also be paid by Company.

     8.6 On any default as defined in this  Agreement  or any default in payment
of any liability above mentioned, Bank may, except as otherwise provided herein,
without  notice to anyone,  declare  the Note due  forthwith,  take all  action,
remedial and otherwise, as provided herein or in any Security Agreement or other
document,  instrument,  or agreement of security or of collateral,  and collect,
deal with and dispose of all or any part of any security  without  notice in any
manner permitted or authorized by the Michigan Uniform  Commercial Code or other
applicable law (including  public or private sale) and after deducting  expenses
(including  reasonable attorneys' fees and expenses) Bank may apply the proceeds
and any deposits or credits in part or full payment of any of said  liabilities,
whether due or not, in any manner or order Bank elects.

     8.7 This Agreement shall become effective upon the execution hereof by Bank
and Company.

     8.8 No amendments or waiver of any provision of this  Agreement nor consent
to any departure by Company therefrom shall in any event be effective unless the
same shall be in writing and signed by the Bank, and then such amendment, waiver
or consent shall be effective only in the specific instance and for the specific
purpose for which  given.  No  amendment,  waiver or consent with respect to any
provision of this Agreement shall affect any other provision of this Agreement.

     8.9 THIS AGREEMENT AND THE NOTE HAVE BEEN  DELIVERED AT DETROIT,  MICHIGAN,
AND SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE  WITH THE LAWS
OF THE STATE OF MICHIGAN.  Whenever  possible each  provision of this  Agreement
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provision or the remaining provisions of this Agreement.

     8.10  COMPANY  AND BANK  ACKNOWLEDGE  THAT THE  RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED, EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY AND
VOLUNTARILY,  AND FOR THEIR MUTUAL  BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY IN
THE EVENT OF LITIGATION  REGARDING THE  PERFORMANCE OR ENFORCEMENT OF, OR IN ANY
WAY RELATED TO, THIS AGREEMENT,  THE  INDEBTEDNESS  EVIDENCED BY THE NOTE OR THE
NOTE.


     WITNESS  the  due  execution  hereof  as of the day and  year  first  above
written.


COMERICA BANK                        STARCRAFT CORPORATION



By: /s/ Michael H. Cliff              By: /s/ Timothy L. Burke
    ------------------------------    ------------------------------------
    Michael H. Cliff                  Timothy L. Burke

Its: Vice President                  Its:  Chief Financial Officer
<PAGE>

                                   EXHIBIT "A"

                                    LINE NOTE


$2,000,000                                                    Detroit, Michigan
                                                                 June ___, 2002


     On or before April 1, 2004, FOR VALUE RECEIVED, the undersigned,  Starcraft
Corporation, an Indiana corporation (herein called "Company") promises to pay to
the order of  COMERICA  BANK,  a Michigan  banking  corporation  (herein  called
"Bank")  at its Main  Office at 500  Woodward  Avenue,  Detroit,  Michigan,  the
indebtedness  or so much of the sum of Two Million  Dollars  ($2,000,000) as may
from time to time have been advanced and then be outstanding hereunder and under
a certain  Loan  Agreement  by and between  Company and Bank dated June __, 2002
(herein called "Loan Agreement").

     The indebtedness  outstanding  under this Note from time to time shall bear
interest  at a per annum rate equal to one percent  (1%) above the Bank's  Prime
Rate.  Upon the  occurrence of any event of default  hereunder or under the Loan
Agreement,  interest shall accrue on the unpaid balance hereunder at a per annum
rate equal to three  percent (3%) above the rate  otherwise in effect.  Interest
shall be  payable  monthly  on the unpaid  principal  balance  from time to time
outstanding  commencing on August 1, 2002 and on the first  business day of each
month thereafter until April 1, 2004 when the entire unpaid balance of principal
and  interest  shall be due and payable.  Interest  shall be computed on a daily
basis using a year of 360 days for the actual  number of days  elapsed,  and, in
such  computation,  effect  shall be given to any  change in the  interest  rate
resulting  from a change  in the  Prime  Rate on the date of such  change in the
Prime Rate. "Prime Rate" shall mean the rate of interest established by Bank and
publicly  announced  as its prime rate as the same may be  changed  from time to
time,  which may not necessarily be Bank's lowest rate for loans.  This Note may
be prepaid at any time without premium or penalty.

     This Note evidences borrowing under, is subject to, is secured pursuant to,
shall be prepaid in accordance  with,  and may be matured under the terms of the
Loan Agreement,  to which reference is hereby made. As additional security, Bank
is granted a lien on all personal  property and assets  (including  deposits and
other  credits) of Company at any time in possession or control of (or owing by)
Bank for any purpose.

     All  agreements  between  Company and Bank  pertaining to the  indebtedness
described herein are expressly  limited so that in no event whatsoever shall the
amount of interest  paid or agreed to be paid to Bank exceed the highest rate of
interest   permissible   under  applicable  law.  If,  from  any   circumstances
whatsoever, fulfillment of any provision of the Loan Agreement, this Note or any
other  instrument  securing  this  Note or all or any  part of the  indebtedness
secured  thereby,  at the time performance of such provision shall be due, shall
involve  exceeding  the interest  limitation  validly  prescribed by law which a
court of competent jurisdiction may deem applicable hereto, then, the obligation
to be  fulfilled  shall be reduced to an amount  computed at the highest rate of
interest  permissible  under  such  applicable  law,  and  if,  for  any  reason
whatsoever,  Bank shall ever receive as interest an amount which would be deemed
unlawful under such applicable law, such interest shall be automatically applied
to the payment of the principal  amount  described  herein or otherwise  owed by
Company to Bank, (whether or not then due and payable) and not to the payment of
interest.

     Company hereby waives presentment for payment,  demand,  protest and notice
of dishonor and nonpayment of this Note and agrees that no obligation  hereunder
shall  be  discharged  by  reason  of any  extension,  indulgence,  release,  or
forbearance  granted  by any  holder of this Note to any party now or  hereafter
liable  hereon or any  present  or  subsequent  owner of any  property,  real or
personal,  which is now or hereafter security for this Note. Any transferees of,
or endorser,  guarantor or surety  paying this Note in full shall succeed to all
rights  of Bank,  and Bank  shall be  under no  further  responsibility  for the
exercise  thereof or the loan evidenced  hereby.  Nothing herein shall limit any
right granted Bank by other instrument or by law.

     If the interest and principal  hereof are not fully paid at maturity hereof
(whether by acceleration or otherwise),  Company shall pay the holder hereof all
its reasonable costs of collection of said principal and interest including, but
not limited to, reasonable attorney fees.

     THE UNDERSIGNED AND THE BANK ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS
A CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED.  EACH PARTY,  AFTER CONSULTING
(OR  HAVING HAD THE  OPPORTUNITY  TO  CONSULT)  WITH  COUNSEL  OF THEIR  CHOICE,
KNOWINGLY  AND  VOLUNTARILY  AND FOR THEIR MUTUAL  BENEFIT,  WAIVES ANY RIGHT TO
TRIAL  BY  JURY  IN  THE  EVENT  OF  LITIGATION  REGARDING  THE  PERFORMANCE  OR
ENFORCEMENT OF, OR IN ANY WAY RELATED TO THIS NOTE.

     Notwithstanding  anything  herein to the contrary,  nothing shall limit any
rights granted Bank by other instruments or by law.

                                           STARCRAFT CORPORATION

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