OPERATING AGREEMENT

                                       OF

                                  TECSTAR, LLC

     THIS OPERATING AGREEMENT (the "Agreement"),  is made effective the date and
year  written  below,  by  Wheel  to  Wheel,  Inc.  and  Starcraft   Corporation
(hereinafter  referred to  collectively  as the  "Members"  and  separately as a
"Member"),  to  form a  limited  liability  company  under  the  provisions  and
conditions  of the Indiana  Business  Flexibility  Act, IND. CODE ss. 23-18 (the
"Act"). The Members hereby agree as follows:

                                  Article One


                             NAME OF COMPANY, PLACE,
                       CHARACTER OF BUSINESS AND INTEREST

     Section  1.01.  Name.  The  name  of the  company  shall  be  Tecstar,  LLC
(hereinafter referred to as the "Company").

     Section  1.02.  Registered  Office and Place of  Business.  The  registered
office shall be 2703 College Avenue, Goshen (located in Elkhart County, State of
Indiana),  or at such other place  within or without the State of Indiana as may
from time to time be  determined  by Member  Action (as defined in Section 11.02
below).  The  initial  registered  agent  of the  Company  shall be  Michael  H.
Schoeffler,  President,  Starcraft  Corporation.  The place of  business  of the
Company  shall be at the  registered  office,  or at such other  place or places
within or without the State of Indiana as may from time to time be determined by
Board of Managers Action (as defined in Section 11.03 below).

     Section  1.03.  Character of  Business.  The Company is formed for the sole
purpose of engaging in second stage manufacturing for General Motors Corporation
or other like OEM  Companies  and the Company may undertake any other lawful act
or engage in any other business or venture  permitted  under the Act as may from
time to time be determined by unanimous Member Action (the "Company Business").

     Section 1.04.  Interest in Company.  The units of Company capital held by a
Member of the Company shall be personal property for all purposes.  All property
owned by the Company,  including, but not limited to, real and personal property
and tangible and intangible property, shall be deemed to be owned by the Company
as an entity, and no Member, individually or otherwise, shall have any ownership
interest in such property.

     Section  1.05.  Outside  Activities.  The  Members  agree  that,  except as
otherwise  provided herein,  all Company Business shall be conducted through the
Company and no Member shall, whether directly or indirectly, perform any Company
Business  other than trough the  Company.  Each Member  will  disclose  and make
available to the Company each and every opportunity for Company Business tat the
Member becomes aware of. If the Company,  pursuant to Board of Managers  Action,
elects not to pursue the  opportunity,  the Member  shall be free to pursue said
opportunity  on  its  own.  Notwithstanding  anything  contained  herein  to the
contrary,  any of the Members and any affiliated persons,  firms or corporations
may engage in or possess an interest in other business  ventures of every nature
or description, independently or with others, and neither the Company nor any of
the  Members  shall  have any right by virtue  of this  Agreement  in or to such
independent  ventures,  or to the income or profits derived  therefrom.  Neither
this Agreement,  nor any activity undertaken pursuant hereto,  shall prevent any
Member from acting as  aforesaid  or require any Member to permit the Company or
any Member to participate in any such business,  Noting herein  contained  shall
require  any Member to give  notice to any other  Member of such other  business
ventures or to present to the Company or any Member any  opportunity of any kind
or nature  whatsoever,  even though such opportunity might come to the attention
of or be  available  to such  Member  through  his or her  participation  in the
Company,  and each Member  waives any right which it may have  against the other
for capitalizing on or taking advantage of information  learned as a consequence
of his or her association with the affairs of the Company, except as provided in
this Section 1.05 and Section 11.20.

                                  Article Two

                                 TERM OF COMPANY

     Section 2.01.  Term of Company.  The Company shall be formed at the time of
the filing of the initial Articles of Organization off the Company in the office
of the  Secretary  of  State of the  State  of  Indiana  (or at any  later  time
specified in the initial  Articles of  Organization),  and shall  continue until
dissolved  pursuant to the  provisions  of Article  Nine below,  or December 31,
2055, if earlier.

     Section 2.02. Wind-Up.  Upon dissolution of the Company, the business shall
be wound up, and the remaining  property of the Company shall be distributed and
applied as provided in Article Nine below

                                 Article Three

                     CAPITAL CONTRIBUTIONS AND CAPITAL UNITS

     Section  3.01.  Classes  of  Capital  Contributions.  Contributions  to the
capital of the Company ("Capital Contributions") shall be required in the manner
provided in this Article  Three.  Capital  contributions  shall be classified as
Initial Capital Contributions and Additional Capital Contributions. The combined
accounts of any Member shall  constitute  such Member's  single capital  account
maintained as required under Treas. Reg.ss. 1.704-1(b).

     Section  3.02.  Initial  Capital  Contributions.  Each of the Members shall
contribute  to the  initial  capital  of the  Company  and the  initial  capital
accounts of each Member  shall equal the amount  specified  opposite the Members
name in cash or the fair market value of property (net of  liabilities  securing
such  contributed  property  that the  Company is  considered  to assume or take
subject to under  Section 752 of the Internal  Revenue Code of 1986,  as amended
(the "Code") ("Initial Capital Contribution"),  For each Ten Dollars ($10.00) of
value  contributed  to the Company  upon its  formation,  each  Member  shall be
allocated  capital  units  ("Capital  Units").  Except as provided  herein,  the
Company  shall not issue  additional  Capital  Units  without  unanimous  Member
Action.  Each of the Members  shall be allocated  the number of units of Company
capital  and  shall  have  the  initial  ownership  percentage  specified  below
("Membership Interest"):


                         Initial Capital          Capital           Ownership
MEMBERS                    Contribution            Units            Percentage
-------                  ---------------          -------           ----------

Starcraft Corporation        $  510.00                51                51%

Wheel to Wheel, Inc.         $  490.00                49                49%
                              --------                --                --

TOTALS                       $1,000.00               100               100%
                              ========               ===               ===

     The initial capital accounts of such Members shall be credited accordingly.
A list of all property  which is  contributed  pursuant to this Section 3.02 and
value  thereof  shall be shown on Exhibit  "3.02"  which is attached  hereto and
incorporated  herein by  reference.  The Members agree that one (1) Capital Unit
issued to  Starcraft  Corporation  shall be sold to Wheel to Wheel,  Inc.  for a
purchase  price of Ten and No/100  Dollars  ($10.00) upon the  occurrence of the
earlier of (a) the release of Starcraft  Corporation from its corporate guaranty
of the Company's  line of credit,  or (b) the elapse of six (6) calendar  months
from January 1,1999.

     Section  3.03.  Additional  Capital  Contributions.  Should  the  Board  of
Managers  determine  by Board of Managers  Action that it is  desirable to raise
additional   funds   through   capital   contributions    ("Additional   Capital
Contributions")., then the following provisions shall apply:

     a.   The Company shall issue a written notice of capital  request  ("Notice
          of Capital Request") to each Member to contribute  additional  capital
          to the  Company.  The  Notice of Capital  Request  shall  include  the
          following information:

          i.   The total  amount of capital  requested  from all of the  Members
               ("Total Capital Request");

          ii.  Each Member's share of the Total Capital Request,  which shall be
               determined  by  multiplying  the  Total  Capital  Request  by the
               Membership    Interest   of   each   Member   ("Member    Capital
               Contribution"); and

          iii. The date on or before which the Member Capital Contribution shall
               be due,  which date shall not be less than  thirty (30) days from
               the date of the Notice of Capital Request.

     b.   Should any Member  neglect,  fail or refuse to timely  contribute  any
          portion of such Member's Capital Contribution  ("Delinquent  Member"),
          then the Company shall so notify the other Members  ("Member  Notice")
          and  the  other.   Members  who  have  paid  their  Member's   Capital
          Contribution in full ("Non-Delinquent  Members") shall have the option
          to  contribute  the  Delinquent  Member's  Capital  Contribution  on a
          pro-rata  basis (in  accordance  with the then  respective  Membership
          Interest of each other Non-Delinquent  Member as compared to the total
          Membership Interests of all Non-Delinquent Members). In the event that
          any Non-Delinquent Member neglects, fails or refuses to contribute its
          pro-rata share of the Delinquent Member's Capital  Contribution within
          thirty (30) days of its receipt of the Member  Notice,  then all other
          Non-Delinquent   Members  shall  have  the  right  to  contribute  the
          remaining  deficiency in the Delinquent Member's Capital  Contribution
          on a pro-rata basis (as to all such other  Non-Delinquent  Members and
          in the manner hereinabove provided); which procedure shall be repeated
          until the Delinquent Member's Capital Contribution is satisfied or all
          Non-Delinquent Members fail to contribute any additional capital.

     c.   The  Membership  Interests of the Members shall be adjusted to reflect
          paid in  Initial  and  Additional  Capital  Contributions  ("Aggregate
          Capital   Contributions")   (any  adjustment   shall  not  include  an
          adjustment for the initial  $2,000,000  line of credit  referred to in
          Section 6.05),  so that the  Membership  Interest of each Member shall
          equal an amount determined by the following formula:

             Aggregate Capital Contributions of Member
             ----------------------------------------------       X    100
             Aggregate Capital Contributions of All Members

          For  purposes of the  adjustment  of  Membership  Interest as provided
          herein,  each Member is hereby  constituted and appointed the true and
          lawful  attorney-in-fact for each of the other Members, and any Member
          Transferee, with full power of substitution, to act in the name, place
          and stead of each other Member,  in order to effectuate the adjustment
          to each Membership Interest as provided herein and execute any and all
          instruments, assignments and amendments to this Agreement on behalf of
          the  Members  which may be  necessary  or  appropriate  in  connection
          therewith. The aforesaid power of attorney is coupled with an interest
          and shall be and remain  irrevocable  and shall not be affected by the
          death or  incompetence  of the  principal  and, in addition,  shall be
          effective to the fullest  extent  permitted  pursuant to Ind. Code ss.
          30-5-1-1, et. seq.

     d.   Additional   funds  may  also  be  obtained  by  the  Company  through
          borrowings  from a Member or other  parties  which  borrowings  may be
          secured or unsecured and may bear interest and shall be subject to the
          other terms and  provisions as are  acceptable to the Company by Board
          of Managers Action and such lender.

     Section 3.04.  Liability of' Members.  No Member shall be personally liable
for the  obligations  of the  Company.  Except  as  otherwise  provided  in this
Agreement a Member's  liability  for the  obligations  of the  Company  shall be
limited to the aggregate  amount of the Member's  agreed upon but unpaid Capital
Contributions  to the  Company.  Neither  the  Member  nor  Manager(s)  shall be
personally  liable  for  the  return  of  all  or any  portion  of  the  Capital
Contributions  of the  Members,  it being  understood  and agreed  that any such
return shall be made solely from Company assets.

     Section 3.05.  Return of Contribution;  Interest.  No Member shall have any
right to the return or withdrawal of said Member's Capital Contributions,  until
termination of the Company,  unless such withdrawal is consented to by all other
Members or otherwise provided for herein or by law. No interest shall be paid on
Capital Contributions made to the Company,  unless otherwise provided for herein
or by law.

     Section 3.06. Capital Accounts. The capital account of each Member shall be
determined  and  maintained  in  accordance  with the rules of Treas.  Reg.  ss.
1.704-1(b)(2)(iv)  and the  appropriate  initial  capital account of each Member
shall be increased by (a) the amount of each  Member's  additional  cash capital
contribution,  (b) the fair market value of any additional property  contributed
by the Member to the  Company  (net of  liabilities  securing  such  contributed
property  that the  company  is  considered  to assume or take  subject to under
Section 752 of the Code) and (c) allocations to the Member of Company income and
gain (or items  thereof),  including  income and gain exempt from tax and income
and gain described in Treas. Reg. ss. 1.704-1(b)(2)(iv)(g), but excluding income
and gain described in Treas. Reg. ss. 1.704-1(b)(4)(i); and decreased by (d) the
amount of cash  distributed  to the Member by the  Company,  (e) the fair market
value of property  distributed  to the Member byte Company  (net of  liabilities
securing such  distributed  property that such Member is considered to assume or
take subject to under Section 752 of the Code), (f) allocations to the Member of
expenditures of the Company  described in Section  705(a)(2)(B) of the Code, and
(g) allocations of Company loss and deduction (or item thereof),  including loss
and deduction described in Treas. Reg. ss.  1.104-1(b)(2)(iv)(g),  but excluding
items  described  in  subparagraph  (t) of this  Section  and loss or  deduction
described in Treas.  Reg. ss.  l.704-l(b)(4)(i)  or (iii). Each Member's capital
account   shall  be   otherwise   adjusted  as  required  by  Tress.   Reg.  ss.
1.704-1(b)(2)(iv).  Each  Member who has more than one  interest  in the Company
shall have a single capital account that reflects all such interests as required
by Treas. Reg. ss. 1.704-1(b).

     Section 3.07.  Capital  Account  Restatement.  The capital  accounts of the
Members shall be restated in the event that additional contributions are made to
the  Company,  Company  property  is  distributed  to a Member,  a new Member is
admitted to the Company,  a Member  withdraws  from the Company,  the Company is
dissolved  or in any other  event as the  Members  deem  appropriate.  A capital
account  restatement  shall  be  effected  in such  manner  and at such  time as
required by Section 704(b) of the Code.  The capital  accounts shall be restated
by (a)  determining  the fair market value of all Company assets (taking Section
770 1(g) of the Code  into  account)  as of the  date of such  restatement,  (b)
allocating  any  unrealized  income,  gain,  loss or deduction  inherent in such
assets (that has not been reflected  previously in the capital  accounts)  among
the Members as if there were a taxable disposition of such assets for their fair
market  value as of the date of such  restatement,  (c)  making  any  adjustment
required in accordance with Tress. Reg. ss. 1.704-l(b)(2)(iv)(g) for allocations
to the Members of  depreciation.  depletion,  amortization  and gain or loss, as
computed for book purposes, with respect to such assets, and (d) determining the
Member's distributive share of depreciation. depletion amortization. and gain or
loss,  as computed for tax  purposes,  with respect to such assets so as to take
into  account the  variation  between the  adjusted tax basis and Book Value (as
defined in Section  11.14) of such  property  in the same  manner as required by
Section 704(c) of to Code.

                                  Article Four

             ALLOCATION OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT

     Section  4.01.  Net  Income and Net Loss.  The terms  "Net  Income" or "Net
Loss," as the case may be,  of the  Company  shall  mean the  Company's  taxable
income or taxable loss for Federal income taxation purposes as determined by the
Company in accordance  with Section 703(a) of the Code,  with the items required
to be separately  stated by Section 703(a)(l) of the Code combined into a single
net amount;  provided,  however, that in the event the taxable income or taxable
loss of the Company for such fiscal year is later  adjusted in any manner,  as a
result of an audit by the Internal Revenue Service (the "Service") or otherwise,
then the taxable  income or taxable loss of the Company shall be adjusted to the
same extent. "Net Income" and "Net Loss" shall be further adjusted as follows:

     a.   "Net  Income" and "Net Loss," as the case may be, shall be adjusted to
          treat items of tax-exempt income described in Section  705(a)(1)(B) of
          the Code as items of gross income,  and to treat as  deductible  items
          all  non-deductible,  non-capital  expenditures  described  in Section
          705(a)(2)(B)  of the Code,  including  any items  treated under Treas.
          Reg. ss.  1.704-1(b)(2)(iv) as items described in Section 705(a)(2)(B)
          of the Code.

     b.   In lieu of  depreciation,  depletion,  cost recovery and  amortization
          deductions  allowable  for  Federal  income  taxation  purposes to the
          Company  with  respect to  property  contributed  to the  Company by a
          Member,  there  shall be taken  into  account  an amount  equal to the
          product  derived by multiplying  the Book Value (as defined in Section
          11.14) of such  property  at the  beginning  of such  fiscal year by a
          fraction,  the  numerator  of which  is the  amount  of  depreciation,
          depletion,  cost recovery or  amortization  deductions  allowable with
          respect to such property for Federal income taxation  purposes and the
          denominator of which is the adjusted basis for Federal income taxation
          purposes of such property at the beginning of such fiscal year.

     c.   In lieu of actual gain or loss  recognized  by the Company for Federal
          income taxation  purposes as a result of the sale or other disposition
          of property of the Company, there shall be taken into account the gain
          or loss that would have been  recognized  by the  Company  for Federal
          income taxation  purposes if the Book Value of such property as of the
          date sold or  otherwise  disposed of by the Company  were its adjusted
          basis for Federal income taxation purposes.

     Section 4.02. Allocation of Net Income and Net Loss. After giving effect to
the special allocations set forth in Sections 4.03, 4.04 and 4.06 hereof:

     a.   Net Income.  Net Income for the fiscal year shall be  allocated to the
          Members in the  proportion  which the number of Capital  Units held by
          each  Member  bears to the total  number of capital  units held by all
          Members.

     b.   Net Loss.  Net Loss for the fiscal year shall be  allocated  among all
          Members in the  proportion  which the number of Capital  Units held by
          each Member bears to the number of Capital Units held by all Members.

     Section 4.03. Special Allocations.  The following special allocations shall
be made in the  following  order  (certain  capitalized  words and phrases  used
herein are defined in Section 4.08 below):

     a.   Minimum Gain Chargeback.  Notwithstanding  any other provision of this
          Article  Four,  if there is a net  decrease  in Company  Minimum  Gain
          during any Company fiscal year, each Member and assignee or transferee
          of an interest  shall be specially  allocated  items of Company income
          and gain for such fiscal year (and, if necessary, subsequent years) in
          an amount equal to the greater of (i) the portion of such  Member's or
          assignee's  or  transferee's  share  of the net  decrease  in  Company
          Minimum   Gain.   determined  in   accordance   with  Treas.   Reg.ss.
          1.704-2(g)(1) that is allocable to the disposition of Company property
          subject to  nonrecourse  liabilities  (as  defined  in Treas.  Reg.ss.
          1.704-2(b)(3)),   determined   in  accordance   with  Treas.   Reg.ss.
          1.704-2(d),  or (ii) if such Member or assignee  or  transferee  of an
          interest would  otherwise have an Adjusted  Capital Account Deficit at
          the end of such year, an amount  sufficient to eliminate such Adjusted
          Capital Account Deficit Allocations  pursuant to the previous sentence
          shall be wade in proportion to the respective  amounts  required to be
          allocated  to each Member and  assignee or  transferee  of an interest
          pursuant thereto.  The items to be so allocated shall be determined in
          accordance with Treas. Reg. ss.  1.704-2(f).  This Section 4.03 (a) is
          intended to comply with the minimum  gain  chargeback  requirement  in
          such Section of the Regulations and shall be interpreted  consistently
          therewith.  To the extent  permitted  by such Section and only for the
          purposes of this Section  4.03(a),  each  Member's and  assignee's  or
          transferee's  Adjusted  Capital  Account  Deficit  shall be determined
          prior to any other  allocations  pursuant  to this  Article  Four with
          respect to such fiscal year and without  regard to any net decrease in
          Member Minimum Gain during such fiscal year.

     b.   Member Minimum Gain Chargeback. Notwithstanding any other provision of
          this Article Four except Section  4.03(a),  if there is a net decrease
          in Member  Minimum  Gain  attributable  to a Member  Nonrecourse  Debt
          during any Company fiscal year,  each Member or assignee or transferee
          of an interest who has a share of the Member Minimum Gain attributable
          to such Member Nonrecourse Debt,  determined in accordance with Treas.
          Reg.ss.  l.704-2(i)(5),  shall be specially allocated items of Company
          income and gain for such year (and, if necessary, subsequent years) in
          an amount equal to the greater of (i) the portion of such  Member's or
          assignee's or transferee's share of the net decrease in Member Minimum
          Gain  attributable  to such Member  Nonrecourse  Debt,  determined  in
          accordance with Treas.  Reg. ss.  1.704-2(i)(5),  that is allocable to
          the disposition of Company property subject to such Member Nonrecourse
          Debt, determined in accordance with Treas. Reg.ss.  1.704-2(i)(4),  or
          (ii) if such  Member or assignee or  transferee  of an interest  would
          otherwise have an Adjusted  Capital Account Deficit at the end of such
          year, an amount  sufficient to eliminate such Adjusted Capital Account
          Deficit.  Allocations  pursuant to the previous sentence shall be made
          in proportion to the  respective  amounts  required to be allocated to
          each  Member  and  assignee  or  transferee  of an  interest  pursuant
          thereto.  The  items  to  be  so  allocated  shall  be  determined  in
          accordance with Treas. Reg. ss. l.704-2(i)(4). This Section 4.03(b) is
          intended to comply with the minimum  gain  chargeback  requirement  in
          such Section and shall be interpreted  consistently therewith.  Solely
          for the purposes of this Section  4.03(b),  each Members or assignee's
          or transferee's  Adjusted  Capital Account Deficit shall be determined
          prior to any other  allocations  pursuant  to this  Article  Four with
          respect to such  fiscal  year,  other  than  allocations  pursuant  to
          Section 4.03(a) hereof.

     c.   Qualified  Income  Offset.  In the event any  Member  or  assignee  or
          transferee  of an  interest  unexpectedly  receives  any  adjustments,
          allocations,   or  distributions   described  in  Treas.  Reg.  ss.ss.
          l.704-l(b)(2)(ii)(d)(4),          l.704-l(b)(2)(ii)(d)(5),          or
          l.704-l(b)(2),(ii)(d)(6),  items of  Company  income and gain shall be
          specially  allocated to each such Member or assignee or  transferee of
          an interest in an amount and manner  sufficient to  eliminate,  to the
          extent  required by the  Regulations,  the  Adjusted  Capital  Account
          Deficit of such  Member or assignee  or  transferee  of an interest as
          quickly as  possible,  provided  that an  allocation  pursuant to this
          Section  4.03(c)  shall be made  only if and to the  extent  that such
          Member or assignee or transferee of an interest would have an Adjusted
          Capital  Account Deficit after all other  allocations  provided for in
          this  Article  Four  have  been  tentatively  made as if this  Section
          4.03(c) were not in the Agreement.

     d.   Gross  Income  Allocation.  In the event any  Member  or  assignee  or
          transferee of an interest has a deficit  capital account at the end of
          any  Company  fiscal  year  which is in  excess  of the sum of (i) the
          amount  such  Member or  assignee  or  transferee  of an  interest  is
          obligated to restore pursuant to any provision of this Agreement,  and
          (ii) the amount such Member or assignee or  transferee  of an interest
          is deemed to be  obligated  to  restore  pursuant  to the  penultimate
          sentences of Treas.  Regs.ss.  l.704-2(g)(l) and  l.704-2(i)(5),  each
          such  Member  or  assignee  or  transferee  of an  interest  shall  be
          specially  allocated items of Company income and gain in the amount of
          such  excess as  quickly  as  possible,  provided  that an  allocation
          pursuant  to this  Section  4.03(d)  shall be made  only if and to the
          extent that such Member or assignee or transferee of an interest would
          have a deficit  capital  account in excess of such sum after all other
          allocations  provided for in this  Article Four have been  tentatively
          made as if Section  4.03(c) above and this Section 4.03(d) were not in
          the Agreement.

     e.   Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year or
          other  period  shall be  specially  allocated  as  provided in Section
          4.02(b) above.

     f.   Member  Loan  Nonrecourse  Deductions.  Any  Member  Loan  Nonrecourse
          Deductions  for any fiscal  year or other  period  shall be  specially
          allocated to the Member or assignee or  transferee  of an interest who
          bears the economic risk of loss with respect to the Member Nonrecourse
          Debt to which such Member Loan Nonrecourse Deductions are attributable
          in accordance with Treas. Reg. ss. 1.704-2(i).

     g.   Section 754  Adjustments.  To the extent an adjustment to the adjusted
          tax basis of any Company asset pursuant to Code Section 734(b) or Code
          Section   743(b)   is   required,   pursuant   to  Treas.   Reg.   ss.
          l.704-l(b)(2)(iv)(m),  to be taken into account in determining capital
          accounts,  the amount of such adjustment to the capital accounts shall
          be treated as an item of gain (if the  adjustment  increases the basis
          of the asset) or loss (if the  adjustment  decreases  such  basis) and
          such gain or loss shall be  specially  allocated  to the  Members  and
          assignees or  transferees of an interest in a manner  consistent  with
          the manner in which their capital accounts are required to be adjusted
          pursuant to such Section of the Regulations.

     Section 4.04. Curative Allocations.

     a.   The  "Regulatory   Allocations"   consist  of  the  "Basic  Regulatory
          Allocations,"  as defined in Section  4.04(b) hereof the  "Nonrecourse
          Regulatory Allocations," as defined in Section 4.04(c) hereof, and the
          "Member  Nonrecourse  Regulatory  Allocations,"  as defined in Section
          4.04(d) hereof.

     b.   The "Basic Regulatory Allocations" consist of the allocations pursuant
          to Sections 4.03(c), 4.03(d), and 4.03(g) hereof. Notwithstanding, any
          other  provision  of  this   Agreement,   other  than  the  Regulatory
          Allocations,  the Basic  Regulatory  Allocations  shall be taken  into
          account in allocating items of income,  gain, loss and deduction among
          the Members and  assignees or  transferees  of an interest so that, to
          the extent possible, the net amount of such allocations of other items
          and the Basic  Regulatory  Allocations  to each Member and assignee or
          transferee of an interest  shall be equal to the net amount that would
          have been  allocated to each such Member and assignee or transferee of
          an interest if the Basic Regulatory  Allocations had not occurred. For
          purposes of applying the foregoing sentence,  allocations  pursuant to
          this Section  4.04(b) shall,  only be made with respect to allocations
          pursuant  to  Section   4.03(g)  hereof  to  the  extent  the  Members
          reasonably   determine  that  such   allocations   will  otherwise  be
          inconsistent  with the  economic  agreement  among the  panics to this
          Agreement.

     c.   The "Nonrecourse  Regulatory  Allocations"  consist of all allocations
          pursuant to Sections 4.03(a) and 4.03(e) hereof.  Notwithstanding  any
          other  provision  of  this   Agreement,   other  than  the  Regulatory
          Allocations,  the Nonrecourse  Regulatory  Allocations  shall be taken
          into account in allocating  items of income,  gain, loss and deduction
          among the Members and assignees or transferees of an interest so that.
          to the extent  possible,  the net amount of such  allocations of other
          items and the  Nonrecourse  Regulatory  Allocations to each Member and
          assignee or transferee of an interest shall be equal to the net amount
          that would have been  allocated  to each such  Member and  assignee or
          transferee of an interest if the  Nonrecourse  Regulatory  Allocations
          had not occurred.  For purposes of applying the foregoing sentence (i)
          no allocations pursuant to this Section 4.04(c) shall be made prior to
          the  Company  fiscal  year  during  which  there is a net  decrease in
          Company  Minimum Gain, and then only to the extent  necessary to avoid
          any  potential  economic  distortions  caused by such net  decrease in
          Company  Minimum Gain, and (ii)  allocations  pursuant to this Section
          4.04(c)  shall be deferred  with  respect to  allocations  pursuant to
          Section 4.03(e) hereof to the extent the Members reasonably  determine
          that  such   allocations   are  likely  to  be  offset  by  subsequent
          allocations pursuant to Section 4.03(a) hereof.

     d.   The  "Member  Nonrecourse  Regulatory   Allocations"  consist  of  all
          allocations   pursuant   to  Sections   4.03(b)  and  4.03(0   hereof.
          Notwithstanding any other provision of this Agreement,  other than the
          Regulatory Allocations,  the Member Nonrecourse Regulatory Allocations
          shall be taken into account in allocating items of income,  gain, loss
          and  deduction  among the Members and assignees or  transferees  of an
          interest  so that,  to the  extent  possible,  the net  amount of such
          allocations  of other  items  and the  Member  Nonrecourse  Regulatory
          Allocations  to each Member and assignee or  transferee of an interest
          shall be equal to the net amount  that would  have been  allocated  to
          each such  Member and  assignee  or  transferee  of an interest if the
          Member  Nonrecourse   Regulatory  Allocation  had  not  occurred.  For
          purposes  of  applying  the  foregoing  sentence  (i)  no  allocations
          pursuant  to this  Section  4.04(d)  shall  be made  with  respect  to
          allocations  pursuant  to Section  4.03(f)  relating  to a  particular
          Member  Nonrecourse Debt prior to the Company fiscal year during which
          there is a net decrease in Member  Minimum Gain  attributable  to such
          Member  Nonrecourse  Debt,  and then only to the extent  necessary  to
          avoid any potential  economic  distortions caused by such net decrease
          in Member Minimum Gain, and (ii) allocations  pursuant to this Section
          4.04(d)  shall be deferred  with  respect to  allocations  pursuant to
          Section  4.03(0 hereof  relating to .a particular  Member  Nonrecourse
          Debt  to  the  extent  the  Members  reasonably  determine  that  such
          allocations are likely to be offset by subsequent allocations pursuant
          to Section 4.03(b) hereof.

     e.   The Members  shall have  reasonable  discretion,  with respect to each
          Company fiscal year, to (i) apply the provisions of Sections  4.04(b),
          4.04(c) and 4.04(d) hereof in whatever order is likely to minimize the
          economic  distortions  that might otherwise result from the Regulatory
          Allocations,  and (ii)  divide  all  allocations  pursuant  to Section
          4.04(b), 4.04(c) and 4.04(d) hereof among the Members in a manner that
          is likely to minimize such economic distortions.

     Section 4.05.  Effects of Varying Company  Interests During a Company Year.
In the event a Member's  interest as a Member  varies  during any fiscal year of
the Company (whether by reason of withdrawal,  additional capital  contributions
or  otherwise),  Net Income  and Net Loss shall be  computed  and  allocated  in
accordance with this Agreement as if periods between such variations were each a
separate fiscal year of the Company.

     Section  4.06.  Allocation of Income,  Gain,  Loss and  Deduction,  Section
704(c).  Upon the sale of any property  contributed  by any Member,  the gain or
loss represented by the difference between the adjusted basis for Federal income
taxation  purposes  and  Book  Value of the  property  to the  Company  shall be
allocated to the Member who contributed  such property,  and the gain or loss in
excess of that so allocated  shall be allocated among the Members as provided in
Sections 4.01, 4.02, 4.03 and 4.04 above. In addition, any other item of income,
gain,  loss or deduction  with respect to such property  shall be allocated in a
manner consistent with the requirements of Section 704(c) of the Code and Treas.
Reg. ss. 1.704-1(b)(2)(iv)(g), as amended from time to time.

     Section 4.07.  Allocation of Tax Items.  All items of  depreciation,  gain,
loss,  deduction or credit tat are taken into account in determining  Net Income
or Net Loss shall be allocated  among the Members in the same  proportion  as is
provided in Section 4.02 above.  Any  interest  paid on loans made by Members to
the Company  pursuant to the terms of this  Agreement  and all salaries and fees
paid to any Member, if any, shall be deducted from gross income for Company book
and tax purposes.

     Section  4.08.  Special  Tax  Definitions.  Certain  capitalized  words and
phrases used in this Article Four have the following meanings:

     a.   Adjusted  Capital Account  Deficit means,  with respect to any Member,
          the deficit balance, if any, in such Members capital account as of the
          end of the relevant fiscal year,  after giving effect to the following
          adjustments:

          i.   Credit to such capital  account any amounts  which such Member is
               obligated to restore  pursuant to any provision of this Agreement
               or  is  deemed  to  be  obligated  to  restore  pursuant  to  the
               penultimate sentence of Treas. Reg. ss. 1.704-2(g)(1) or would be
               deemed obligated to restore if Member Loan Nonrecourse Deductions
               were treated as Nonrecourse Deductions; and

          ii.  Debit to such capital account the items described in Treas.  Reg.
               ss.   1.704-1(b)(2)(ii)(d)(4),    1.704-1(b)(2)(ii)(d)(5),    and
               1.704-1(b)(2)(ii)(d)(6).

               The foregoing  definition of Adjusted  Capital Account Deficit is
               intended  to  comply  with the  provisions  of  Treas.  Reg.  ss.
               1.704-1(b)(2)(ii)(d)   and  shall  be  interpreted   consistently
               therewith.

     b.   Nonrecourse  Deductions  has the meaning set forth in Treas.  Reg. ss.
          1.704-2(c).  The amount of Nonrecourse Deductions for a Company fiscal
          year equals the net increase, if any, in the amount of Company Minimum
          Gain during that fiscal year,  determined  according to the provisions
          of Treas. Reg. ss. 1.704-2(c).

     c.   Member Loan Nonrecourse Deductions has the meaning set Treas. Reg. ss.
          1.704-2(i)(2).  The amount of Member Loan Nonrecourse  Deductions with
          respect to a Member  Nonrecourse Debt for a Company fiscal year equals
          the  excess,  if any,  of the net  increase,  if any, in the amount of
          Member  Minimum  Gain  attributable  to such Member  Nonrecourse  Debt
          during that fiscal year over the aggregate amount of any distributions
          during that fiscal year to the Members or assignees or  transferees of
          an  interest  that  bear the  economic  risk of loss  for such  Member
          Nonrecourse  Debt  to the  extent  such  distributions  are  from  the
          proceeds  of such  Member  Nonrecourse  Debt and are  allocable  to an
          increase  in  Member   Minimum  Gain   attributable   to  such  Member
          Nonrecourse  Debt,  determined  in  accordance  with Treas.  Reg.  ss.
          1.704-2(i)(2).

     d.   Member Nonrecourse Debt Minimum Gain means an amount,  with respect to
          each Member  Nonrecourse  Debt, equal to the Company Minimum Gain that
          would  result  if such  Member.  Nonrecourse  Debt were  treated  as a
          nonrecourse  liability (as defined in Tress. Reg. ss.  1.704-2(b)(3)),
          determined in accordance with Treas. Reg. ss. 1.704-2(i).

     e.   Member  Nonrecourse Debt has the meaning set forth in Treas.  Reg. ss.
          1.704-2(b)(4).

     f.   Company  Minimum  Gain has the  meaning set forth in Treas.  Reg.  ss.
          1.704-2(d).

     g.   Regulations means the regulations  promulgated under the Code, as such
          regulations may be amended from time to time (including  corresponding
          provisions of succeeding regulations).

                                  Article Five

                                  DISTRIBUTIONS

     Section 5.01. Cash Available for Distribution. The term "Cash Available for
Distribution" shall mean the Net Income or Net Loss of the Company determined in
accordance with generally accepted accounting  principles and in accordance with
Section 4.01 hereof, with the following adjustments:

     a.   Any non-cash  charges deducted in the computation of Net Income or Net
          Loss of the Company shall be added thereto;

     b.   Required principal and interest payments on all Company  indebtedness,
          cash  expenditures  which were not  deducted  in  determining  the Net
          Income or Net Loss of the Company, and any amounts for working capital
          and property  replacement  reserves of the Company determined by Board
          of Managers Action shall be deducted therefrom;

     c.   The proceeds from any sales or dispositions of Company capital assets,
          any financing or refinancing of Company  obligations and any insurance
          recoveries  which were included in determining  Net Income or Net Loss
          of the Company shall be deducted therefrom; and,

     d.   Any amounts  released  from working  capital and property  replacement
          reserves by Board of Managers Action shall be added thereto.

     Section 5.02.  Allocation of Cash  Available  for  Distribution.  Except as
otherwise  provided in Article Nine hereof Cash Available for Distribution  with
respect to the fiscal year shall be  distributed to the Members thirty (30) days
after the end of such fiscal year (if not earlier  distributed) in proportion to
Membership Interest at the end of such fiscal year.

     Section 5.03. Working Capital and Progeny Replacement Reserves. The Company
may, by Board of Managers Action, from time to time, establish a working capital
reserve or property replacement reserve. Such reserves shall be established only
to the extent the Board of Managers, acting in good faith and in accordance with
their  fiduciary  duty to all Members,  reasonably  believe such additions to be
necessary to permit the Company to pay projected cash obligations for succeeding
fiscal years as such obligations  become due without being required to liquidate
Company assets or incur debt. In addition, amounts existing in a working capital
reserve or property  replacement  reserve shall be released from such reserve by
Board of  Managers  Action at the end of the  fiscal  year  unless  the Board of
Managers,  acting in good faith and in accordance  with their  fiduciary duo' to
all Members,  reasonably  believe retention of such amounts in such reserves are
necessary  to permit the  Company  to pay its cash  obligations  for  succeeding
fiscal  years as they become due without  being  required to  liquidate  Company
assets or incur debt.

     Section 5.04.  Distributions  of Cash.  Cash  Available  for  Distribution,
determined in  accordance  with the  provisions  of this Article Five,  shall be
distributed  to the Members at  reasonable  intervals as  determined by Board of
Managers Action.

     Section 5.05. Distributions of Property. Any distribution by the Company to
the Members under any provision off this Agreement shall be made in cash,  check
or promissory note of Company unless the Members unanimously agree tint property
may be distributed. In the event of any such property distribution,  the capital
accounts  shall be adjusted and restated as provided in Article Three above.  In
the  event  of the  distribution  of  cash or  property  not  constituting  Cash
Available for  Distribution,  the amount to be distributed to each Member shall,
except with the unanimous  consent of all Members,  be determined by multiplying
the amount of distribution  (net of any liabilities to be assumed by such Member
and liabilities to which the property is subject) by a fraction the numerator of
which  shall be the  positive  balance of such  Members  capital  account in the
Company at the time of  distribution  and the  denominator of which shall be the
aggregate positive balance of the capital accounts of all Members in the Company
at the time of distribution.

                                  Article Six

                                   MANAGEMENT

     Section 6.01.  Management of Company.  The Board of Managers  shall direct,
manage and control the  business of the  Company  with the  President  and Chief
Operating Officer responsible for the Company's day -to-day  activities.  Except
for  situations  in which the approval of the Members is  expressly  required by
this Agreement or by non-waiveable  provisions of the Act, the Board of Managers
shall  have full and  complete  authority,  power and  discretion  to manage and
control  to  business,  affairs  and  properties  of the  Company,  to make  all
decisions  regarding  those  matters  and to  perform  any  and  other  acts  or
activities customary or incident to the management of the Company's business and
the  President  and  Chief  Executive  shall be  responsible  for the  Company's
day-to-day activities.

     Section 6.02.  Number,  Tenure and  Qualifications.  The Company shall have
three (3) Managers (the "Board of  Managers").  One (1) of the Managers shall be
elected and appointed by Wheel to Wheel,  Inc. and two (2) of the Managers shall
be elected and  appointed by  Starcraft  Corporation.  Each  Manager  shall hold
office until his successor shall have been elected and qualified. This Agreement
shall in no way limit or preclude  an  employee  of either  Member or any of the
Companies'  independent  contractors  from  serving  as  Manager as long as such
individual is selected in compliance with the terms of this Agreement.

     Section 6.03.  Operation of Company Business.  Except as otherwise provided
in  this   Agreement  or  the  attached  Code  of  Bylaws,   all  decisions  and
determinations  respecting  the  operation  of  the  Company,  its  business  or
properties shall be made or taken by Board of Managers Action, Specifically, but
not by way of limitation the Board of' Managers shall have the right,  power and
authority to do or cause to be done the following:

     a.   Subject to Article Three, to borrow money for the Company and to issue
          notes,  debentures  and any other debt  securities of the Company;  to
          mortgage,  or subject to any other security instrument or lien, any or
          all of the property of the Company, and to repay,  refinance,  modify,
          consolidate  or extend  any loan and any  mortgage  or other  security
          instrument or lien;

     b.   To settle,  compromise,  arbitrate or otherwise adjust claims in favor
          of or against  the  Company,  on such terms and in such  manner as the
          Members may  determine,  and similarly to prosecute,  settle or defend
          litigation  with respect to the Members,  the Company or any assets of
          the Company;

     c.   To make any and all ejections  required or permitted to be made by the
          Company under the Code and take such action,  execute and deliver such
          documents and to perform such acts as provided in Section 7.06 below;

     d.   To manage,  lease, sell and otherwise deal with and use Company assets
          at such price, rental or amount, in the form of cash,  securities,  or
          other property, and upon such terms and conditions, as the Members may
          determine;

     e.   To  employ on behalf of the  Company  such  employees  as the Board of
          Managers may deem necessary or  appropriate,  and to pay therefor such
          remuneration  as  the  Board  of  Managers  may  deem  reasonable  and
          appropriate  and to contract  with  independent  contractor's  such as
          lawyers, accountants and consultants;

     f.   To purchase,  lease, acquire of obtain the use of property that may in
          any way be deemed  necessary  or  appropriate  for the  conduct of the
          business of the Company;

     g.   To engage in any kind of activity and perform and carry out  contracts
          of any kind  necessary  or  incidental  to or in  connection  with the
          accomplishment  of the  purposes  of the  Company,  as may be lawfully
          carried out on or performed under the Act;

     h.   To open and maintain such bank  accounts  (savings  and/or  checking),
          investment accounts,  money market accounts,  certificates of deposit,
          mutual fund accounts,  brokerage accounts, other accounts necessary or
          convenient for the operation of the Company;

     i.   To  designate  a Managing  Member who shall  exercise  such rights and
          powers and  undertake  such duties as may be delegated to the Managing
          Member by the Managers or as are specified in this Agreement;

     j.   To  acquire  by  purchase,  lease or  otherwise  any real or  personal
          property  which may be  necessary,  convenient  or  incidental  to the
          accomplishment of the purposes of the Company;

     k.   To   execute   any   and   all   agreements,   contracts,   documents,
          certifications  and instruments  necessary or convenient in connection
          with the  management,  maintenance,  and operation of property,  or in
          connection  with  managing  the  affairs  of  the  Company,  including
          executing amendments to this Agreement in accordance with the terms of
          this Agreement;

     l.   To authorize the distribution of cash.

     Section  6.04.  Limitations  of Board of Managers and Members.  Neither the
Board of Managers nor Members shall have any right,  power or authority  without
the prior written unanimous consent of all Members:

     a.   To do any act in  contravention  or violation of this Agreement or the
          Articles of Organization or the Act;

     b.   To do any act which would make it  impossible to carry on the business
          of the Company;

     c.   To confess a judgment against the Company;

     d.   To possess any Company  property,  or assign the rights of the Members
          in the specific Company property, for other than a Company purpose;

     e.   To assign the Company  property or assets in trust for creditors or on
          the basis of an assignee's  promise or undertaking to pay the debts or
          obligations of the Company;

     f.   To cause the  Company  to make loans to the  Members  or to  commingle
          Company funds with the fluids of others;

     g.   To admit a person as an additional  or substitute  Member as otherwise
          provided by this Agreement;

     h.   To enter into any  agreement  for the  sharing of profits or any joint
          venture with any person or entity;

     i.   To sell, assign, convey or otherwise dispose of for such consideration
          and upon such terms and conditions as the Members may  determine,  all
          or  any  part  of  the  property  of the  Company,  and in  connection
          therewith to execute and deliver such  instruments  as the Members may
          determine;

     j.   To cause the  Company to enter into an  exchange  agreement  or merger
          agreement with another entity; or

     k.   To amend this Agreement or the Articles of Organization.

     Section 6.05. Loans by Members.

     a.   As monies are required from time to time to meet the costs,  expenses,
          obligations, liabilities and other charges arising out of or resulting
          from the operation of the Company, the Members shall cause such monies
          to be withdrawn  from the Company bank  accounts and used to discharge
          such costs,  expenses,  obligations,  liabilities or otter charges. In
          the event the funds  available in those  accounts shall at any time be
          insufficient to meet such costs,  expenses,  obligations,  liabilities
          and  other  charges,  or to make any  expenditure  authorized  by this
          Agreement, then the Members shall undertake to borrow on behalf of the
          Company the additional fluids which are needed. It is the intention of
          all Members that any funds,  in excess of fluids  available in Company
          accounts, necessary for the operation of the Company shall be obtained
          by the Company through financing from sources outside the Company.  In
          the event  the  Members  are  unable to  arrange  financing  as herein
          contemplated,  then any one or more of the Members  may. but shall not
          be obligated  to,  advance the  necessary  fluids,  and nil amounts so
          advanced  under  this  Section  6.05  shall be treated as loans to the
          Company for all purposes and shall bear interest at a rate agreed upon
          by the  Members  and the  advancing  Members.  as  provided in Section
          3.03.d.  Notwithstanding  anything  contained  herein to the contrary,
          Starcraft Corporation agrees to arrange for an initial $2,000,000 line
          of credit to the Company ("Company Financing").  The Company Financing
          shall either be by way of a direct loan from Starcraft  Corporation to
          the Company or by way of  third-party  financing  from a source  other
          than Starcraft  Corporation,  with Starcraft  Corporation  guarantying
          such  loan.  The terms of the  Company  Financing  will be at least as
          favorable as the terms for Starcraft  Corporation's financing with its
          primary lender.

     b.   Voluntary loans to the Company made by Members under this Section 6.04
          are  in  addition  to and  not  in  lieu  of  the  additional  capital
          contributions that may be agreed upon under Article Three above.

     c.   This  Section  6.04 shall not apply to any  extension of credit to the
          Company  by a Member in  connection  with the  Company's  purchase  of
          assets or properties from such Member.

     Section 6.06.  Indemnification.  Each Member shall be entitled to indemnity
from the Company for any act performed on behalf of the Company within the scope
of the authority  conferred by this  Agreement,  providing  such Member acted in
good faith and in a manner  reasonably  believed to be in the best  interests of
the  Company and its Members and such  conduct was not  negligent  or  unlawful.
However,  no indemnification  shall be made in respect to any matter as to which
such Member shall have been  adjudged to be liable for  negligence or misconduct
in the  performance  of his duty to the  Company  unless (and only to the extent
that) the Court in which such action was  brought  determines  that  despite the
adjudication  of  liability,  but in view of all  circumstances,  such Member is
fairly and reasonably  entitled to indemnity.  Any indemnity  under this Section
shall be provided out of and to the extent of Company assets only, and no Member
shall have any personal liability on account thereof.

     Section  6.07.  No  Third  Party  Beneficiaries.  The  provisions  of  this
Agreement  are solely for the  benefit of the Members  and the  Company,  and no
creditor  of any Member or of the  Company  shall  have any  rights or  benefits
hereunder or be entitled to rely on any provisions of this Agreement.

     Section  6.08.  Liability  of a Manager.  No  personal  liability  shall be
imposed  upon the  Manager  with  respect to any of the  obligations  and duties
imposed  upon  them by the  terms  of this  Agreement,  or with  respect  to the
liabilities  of the  Company.  The  liabilities  of a Manager  arising  from the
Manager's  performance of the obligations and duties imposed upon the Manager by
the terms of this Agreement and the liabilities of the Company shall be enforced
and satisfied only out of the assets of the Company. The Company shall indemnify
and save  harmless  the  Manager  from any loss or damage or expense  (including
reasonable attorney fees) incurred by reason of any act performed by the Manager
for and on behalf of the Company and in furtherance of its interests unless such
act constituted gross negligence.  willful or wanton misconduct,  or intentional
malfeasance.

     Section 6.09.  Resignation  of Manager.  A Manager may resign as Manager of
the Company upon giving written notice to the Members and the other Managers and
such  resignation  shall be  effective  at the time a successor  Manager is duly
elected and qualified,  provided, however, the effective date of the resignation
shall not exceed sixty (60) days from the date the notice is given.

     Section 6.10.  Removal of Managers.  Each Manager selected and appointed by
Starcraft  Corporation  may be removed at any time, with or without cause by the
affirmative vote of Starcraft  Corporation and replaced with a new Manager to be
selected, elected and appointed by Starcraft Corporation.  Each Manager selected
and appointed by Wheel to Wheel, Inc. may be removed by Wheel to Wheel, Inc. and
replaced  by a new  Manager  selected  and  appointed  by Wheel to  Wheel,  Inc.
Notwithstanding  anything  contained within this Agreement to the contrary,  the
Members  agree that any  Manager  may be  removed  "For  Cause" (as  hereinafter
defined)  by a majority  vote of the  Managers.  To the extent that a Manager is
removed "For Cause", the Manager's position shall be replaced by the affirmative
vote of the Member (Starcraft  Corporation or Wheel to Wheel, Inc.) that elected
the removed  Manager.  For purposes of this Section,  the term "For Cause" shall
mean the following with respect to the Manager in question:

     a.   If the Manager is convicted of a felony; or

     b.   The Manager  becomes  addicted to illegal  drugs,  the result of which
          clearly impairs his ability to function as a Manager.

     c.   The  Manager's  gross  neglect  of  duties or gross  misconduct  which
          continues  following the passage of fifteen(l5) days after the Manager
          has received  written notice from the Company which specifies the acts
          of the Manager which the Company  believes to constitute gross neglect
          of  duties  or  gross  misconduct  and  specifically  references  this
          provision.

     Section 6.11. Vacancies. Any vacancy occurring for any reason in the number
of Managers of the Company shall be filled in accordance  with the provisions of
Section 6.02 above. A Manager elected to fill a vacancy shall be elected for the
unexpired  term of his  predecessor  in office and shall hold  office  until the
expiration of such term and until his  successor  shall be elected and qualified
or until his earlier death, resignation or removal.

     Section  6.12.  Member  Meetings.  A meeting of the Members to consider any
matter may be called by the Board of  Managers or Members who hold more than ten
percent (10%) of the Capital Units of the Company. Such meeting may be called by
giving  notice to all  Members of the time,  date,  location  and purpose of the
meeting.  Any meeting called  hereunder shall be held on a date not earlier than
five (5) days nor later than sixty (60) days after delivery of the notice of the
meeting.  Notice of any meeting  may be waived in writing by a Member  before or
after the date and time stated in the notice of the meeting or by  attendance by
the Member, without objection, at such meeting.

     Section  6.13.  Member  Consents.  Any  consent  of a  Member  required  or
permitted by this Agreement as Member Action may be given as follows:

     a.   By a written  consent,  signed and dated by the consenting  Member and
          received  by the  Company at or prior to the doing of the act or thing
          for which the consent is solicited; or

     b.   Except to the extent the  written  consent of the  Members is required
          under  the terms of this  Agreement,  by the  affirmative  vote by the
          consenting  Member  to the  doing of the act or thing  for  which  the
          consent is solicited at any meeting called pursuant to Section 6.12 to
          consider the doing of such act or thing.

                                 Article Seven

           BANK ACCOUNTS, FISCAL YEAR, BOOKS, ACCOUNTING AND ELECTIONS

     Section  7.01.  Company  Bank  Account.  All finds of the Company  shall be
deposited  in the  Company's  name in such  bank or banks,  and all  withdrawals
therefrom shall be upon such signatures,  as may from time to time be determined
by the Board of Managers Action.

     Section  7.02.  Company  Fiscal  Year.  The fiscal  year of the Company for
accounting,  income tax and all other purposes shall end on September 30 of each
year.  The fiscal  year of the Company may from time to time be changed by Board
of Managers Action.

     Section  7.03.  Company  Books.  The Members shall keep or cause to be kept
complete and accurate books and accounts with respect to Company  business.  The
books and accounts of the Company  shall at all times be kept and  maintained at
the Company's  principal  place of business and shall be maintain such method of
accounting as determined by Board of Managers Action.

     Section  7.04.  Company  Accounting.  An  accounting  shall  be made of all
Company  transactions  (for each fiscal  year or lesser  period of time) and the
Members shall cause to be prepared for the Company a balance  sheet, a statement
of cash  receipts and  disbursements,  a statement of net profits and losses,  a
statement of Cash Available for  Distribution  by the Company and a statement of
each  Member's  share of Company net profits and losses and Cash  Available  for
Distribution.  The Members  shall cause the necessary  federal,  state and local
income tax returns and reports  required of the Company to be prepared and filed
no later than required by law.

     Section 7.05.  Tax  Elections.  All elections  required or permitted by the
Company under the terms of the Code shall be made by Board of Managers Action in
such manner as will be most advantageous to all Members and the Company.  In the
event of the  distribution  of  property  by the  Company  within the meaning of
Section 734 of the Code,  or the  transfer of an interest in the Company  within
the  meaning of  Section  743 of the Code,  the  Members,  by Board of  Managers
Action,  may  elect to adjust  the basis of the  Company  property  pursuant  to
Sections  734, 743 and 754 of the Code.  Any Members  affected by such  election
shall supply the information as may be required to make, or give effect to, such
elections by the Company.

     Section 7.06. Other Tax Matters.  The Members shall make such elections and
shall take such other action as the Members believe  necessary (a) to extend the
statute of limitations  for assessment of tax  deficiencies  against the Members
with respect to any  adjustment  to the  Company's  federal and state income tax
returns;  (b) to Cause the Company and the Members to be represented  before the
Service,  any other taxing  authorities  or any courts in matters  affecting the
Company and the Members; and (c) to cause to be executed any agreements or other
documents  that bind.  the Members with respect to such tax matters or otherwise
affect  the  rights  of the  Company  or the  Members.  Michael  H.  Schoeffler,
President,  Starcraft  Corporation is specifically  authorized to act as the Tax
Matters Member" under the Code and in any similar matter under state law.

     Section 7.07. Required Records. The Members shall continuously maintain the
following documents at the Company's registered office:

     a.   A current list of the Ml name and last known  mailing  address of each
          Member in alphabetical order;

     b.   A copy  of the  Articles  of  Organization  and  all  certificates  of
          amendment  thereto,  together  with  executed  copies of any powers of
          attorney pursuant to which any certificate has been executed;

     c.   Copies of the  Company's  federal,  state and  local tax  returns  and
          reports, if any, for the three (3) most recent years;

     d.   Copies of this  Agreement,  any  amendments to this  Agreement and any
          Amended and restated partnership agreements;

     e.   Copies of any  financial  statements  of the Company for the three (3)
          most recent years; and

     f.   A current  List  showing the amounts of cash and a  description  and a
          statement of and the value of other  property and services  which each
          Member agreed to contribute to the Company and actually contributed to
          the Company.

The Members shall make these  documents  available  during normal business hours
for inspection and copying,  at the reasonable  request of and at the expense of
any  Member.  The  Members  shall not be  required to deliver or to mail to each
Member a copy of the Articles of Organization,  or any amendments thereto,  upon
the return of either the  certificate  or any  amendments  from the Secretary of
State of the State of Indiana.

                                 Article Eight

                         ASSIGNMENT OF COMPANY INTEREST

     Section  8.01.  Transfer  of Company  Interest.  Except as provided in this
Article Eight and Article Nine below and except upon the prior  written  consent
of all  Members,  no  interest  in the  Company  may be  assigned,  transferred,
encumbered,  hypothecated or otherwise disposed of and no person may be added as
a Member of the Company,  and any attempted transfer,  assignment,  encumbrance,
hypothecation  or other  disposition or the addition of~ any Member without such
authorization,  shall be null and void and have no force or  effect  whatsoever,
provided,  however,  that to the extent  required  by law,  an  assignee  of any
interest  in this  Company  because of a  transfer  or  assignment  which is not
consented  to in writing by all  Members  (except to the extent as is  otherwise
provided by this  Agreement)  shall be entitled  only to the tights and benefits
not inconsistent  with this Agreement as presently  provided by Ind. Code ss.ss.
23-18-6-3, 23-18-6-4 and 23-18-6-7 for such assignee and shall be subject to all
the restrictions and conditions provided in those sections for such assignee.

     Section  8.02.  Transfer  of  Interest  of Member.  No Member  (hereinafter
referred to as the "Selling Member") shall offer to sell, transfer or assign all
or any portion of said Member's  interest in the Company without first offering,
in writing, to sell such interest to the other Members (hereinafter  referred to
as the  "Non-Selling  Members") on the terms and conditions set forth in Section
8.05 below.  Each  Non-Selling  Member may accept such offer within  twenty (20)
days  of  the  receipt  thereof  in  the  proportion  which  the  number  of the
Non-Selling   Member's  Membership  bears  to  the  total  Non-Selling  Member's
Membership  Interest,  at that time. If any of the  Non-Selling  Members fail to
accept  such  offer,  either in whole or in part,  within  such  twenty (20) day
period,  then the  Membership  Interest  not so accepted may be purchased by the
other Non-Selling  Members in proportion to the Membership  Interest held by the
other Non-Selling  Members until each Non-Selling  Member has had an opportunity
to purchase all of the Membership Interest offered by the Selling Member but not
accepted by the other Non-Selling Members.

     Section 8.03. Sale to Third Party by Member.  If any Member receives a bona
tide offer to purchase all or any portion of said Members Membership Interest in
the  Company  and such  Member  desires  to sell  such  Membership  Interest  in
accordance  with the terms and  conditions  set forth in such  offer,  then such
Member  (hereinafter  referred to as the "Selling  Member") shall first offer in
writing  to sell such  Membership  Interest  to the other  Members  (hereinafter
referred to as the "Non-Selling Members") utilizing the procedure and, except as
otherwise provided in this Section 8.03, upon the terms and conditions set forth
in Section 8.02 above.  Such offer shall be in addition to any offer  previously
made pursuant to the  provisions of Section 8.02 above,  shall be in writing and
shall state the name and address of the person or persons to whom the Membership
Interest will be sold in the event the  Non-Selling  Members fail to accept such
offer and the price and terms upon which such Membership  Interest will be sold.
If the  Non-Selling  Members do not agree to purchase  the  Membership  Interest
which the Selling  Member has  offered to sell  within the time period  provided
above,  then the Selling Member may sell such Membership  Interest to the person
whose  name is  stated in the offer at the price and the terms set forth in such
offer if the following conditions are fulfilled:

     a.   Such transfer or  assignment  is subject to an effective  registration
          statement pursuant to the federal securities laws, including,  without
          limitation,   the  Securities  Act  of  1933,  and  applicable   state
          securities  laws or, in the opinion of counsel for the  Company,  such
          transfer or assignment is exempt from the registration requirements of
          such laws;

     b.   Such transferee or assignee agrees in writing to be bound by the terms
          and conditions of this Agreement; and

     c.   The Company is reimbursed  for all costs and expenses  related to such
          transfer or assignment, including reasonable attorneys' fees and costs
          of any amendment of its Articles of Organization or certificate of the
          Company;

provided,  however,  that if such sale is not completed  within thirty (30) days
after the date the Non-Selling  Members could no longer accept such offer,  then
such Selling Member shall not sell,  transfer or assign such Membership Interest
without again complying with the terms and conditions of this Agreement.

     Section 8.04. Acceptances Conditional. If the Non-Selling Members, pursuant
to Section 8.02 or 8.03 above, agree to purchase less than the entire Membership
Interest  offered by the Selling  Member,  then the Selling Member may refuse to
sell such partial  Membership  Interest In this event, the parties `rights under
this  Agreement  shall be determined as though there were no  acceptances of the
Selling Member's offer pursuant to Section 8.02 or 8.03 above.

     Section 8.05.  Purchase Price.  The price at which any Membership  Interest
may be purchased by a Non-Selling  Member pursuant to either Section 8.02 above,
or in  connection  with 8.03  above,  at the price and on the terms at which any
Membership  Interest may be purchased by a Non-Selling Member shall be the price
and term which the Selling  Member is  otherwise  willing to accept from a third
party purchaser  pursuant to Section 8.03 above or at the following price and on
the following terms at the election of the Non-Selling Member:

     a.   Except  as  otherwise  provided  in this  Agreement,  the value of the
          Selling  Member's  Capital  Units to be purchased  pursuant to Section
          8.02 above shall be the lesser of Book Value, or the value  determined
          in  accordance  with the  provisions  of  Section  9.01 as though  the
          Company  were  dissolved,  and such value shall  constitute  the total
          purchase price to be paid.

     b.   If the total purchase price to be paid by the Non-Selling Member(s) is
          less than or equal to Twenty Thousand Dollars  ($20,000.00),  then the
          purchase price shall paid in full upon  completion of the sale. If the
          total  purchase  price  to be paid  by the  Non-Selling  Member(s)  is
          greater  than Twenty  Thousand  Dollars  ($20,000.00),  then the total
          purchase  price shall be paid in full upon  completion of the sale or,
          at the  option of the  Non-Selling  Member(s),  the  greater of Twenty
          Thousand  Dollars  ($20,000.00)  or  twenty-five  percent (25%) of the
          purchase price shall be paid at the time the sale is completed and the
          balance  shall  be paid in  eight  (8)  equal  quarterly  installments
          commencing on the first day of the fourth month following the month in
          which such sale is  completed.  Interest on the unpaid  balance of the
          purchase  price shall accrue at the Prime Rate on the date the sale is
          completed, shall be paid on each installment payment date and shall be
          adjusted to the then prevailing Prime Rate on each installment payment
          date.

     Section  8.06.  Mandatory  Offer to Sell in the Case of a Change of Control
Transaction. In the event that any Member desires for any reason to enter into a
Change of Control Transaction (as hereinafter  defined) with a competitor of any
Member or the Company  (the  "Competitor),  then such Member  shall  provide the
other  Member  with  notice of its  intent or desire to enter into the Change of
Control  Transaction.  For a period of thirty (30) days following the receipt of
such written notice,  the other Member shall have the exclusive right and option
to purchase the other Member's interest in the Company pursuant to the price and
terms set forth in Section 8.05.a. and b. of this Agreement. If the Member fails
to exercise such option to purchase such interest,  then the Member  desiring to
enter into the Change of Control  Transaction  shall be free to do so, provided,
however,  that such interest in the Company shall  continue to be subject to all
of the terms and provisions of this  Agreement and any new or subsequent  Member
must comply with all the terms and provisions of this Agreement. For purposes of
this Agreement,  the term "Change in Control  Transaction"  shall mean any sale,
disposition,  exchange or  assignment  directly or indirectly to a Competitor of
fifty-one  percent (51%) or more of the voting control of a Member or any entity
that  directly  or  indirectly  controls  a Member  or any other  merger,  share
exchange or other transaction between a Member and a Competitor resulting in the
Competitor owning, directly or indirectly,  51% or more of the voting control of
a Member or any entity that directly or indirectly controls a Member.

     Section 8.07. Involuntary Transfer. No Membership Interest shall be subject
to any involuntary transfer whatsoever. In the event that any Member suffers any
involuntary  transfer or  purported  involuntary  transfer of part or all of its
Membership  Interest in the Company,  including,  but not limited to,  transfers
resulting from bankruptcy,  insolvency,  divorce or separation,  then, as of the
date of such  transfer,  or purported  transfer or the date of written notice of
said  transfer  or  purported  transfer  is received by the Company or the other
Member,  if later,  said Member  shall be  automatically  deemed to have made an
offer to sell its Membership Interest pursuant to Section 8.05.a. and b.

     Section  8.08.  Completion of Sale.  The purchase of any interest  shall be
completed  within  thirty (30) days of the date upon which the offer is accepted
or, if a series of offers is required,  then within thirty (30) days of the date
the final offer in any series of offers is accepted.

     Section  8.09.  Evidence of  Deferred  Payment.  Any unpaid  portion of the
purchase  price shall be evidenced by one or more  promissory  notes executed by
the purchasing  Member or Members,  as the case may be. Such  promissory note or
notes  shall be made  payable to the person or persons  entitled  to receive the
proceeds of the sale of such  interest,  shall  provide for  prepayment  without
penalty, and shall contain a provision giving the holder of such note the option
to  accelerate  all payments  under such note in the event of any default in the
payment of principal or interest  which  continues  for thirteen (13) days after
written  notice of such  default is given to maker.  The  unpaid  portion of the
purchase  price shall be secured by a pledge of the interest so purchased to the
Selling  Member,  any such pledge shall be evidenced by an agreement in the form
and content  customarily  utilized by commercial  lenders in the county in which
the  registered  office of the  Company  is  located.  In the event the  pledgee
acquires the interest  through  execution of the pledge or otherwise,  then such
pledgee shall again become bound by the terms of this Agreement.

     Section 8.10. Consent Before Any Transfer. No assignee or transferee of any
Member's  interest in the Company shall be  substituted  or added as a Member of
the Company unless and until all Members consent in writing to such substitution
or addition  and such  assignee or  transferee  agrees in writing to be bound by
this  Agreement.  Until such time,  such assignee  shall be entitled only to the
rights and  benefits  not  inconsistent  with this  Agreement  as are  presently
provided  by Ind.  Code  ss.ss.  23-18-6-3,  23-18-6-4  and  23-18-6-7  for such
assignee and shall be subject to all the restrictions and conditions provided in
those sections for such assignee. Such assignee shall pay all costs and expenses
in connection with such admission or substitution, including but not limited to,
the cost of  preparing,  filing and  recording  any  amendments to the Company's
Articles of Organization or certificate.

     Section 8.11. Continuing Responsibility. Notwithstanding anything contained
herein to the  contrary,  a Member  shall not be relieved of any of such Members
responsibilities  under this Agreement  without the prior written consent of all
other Members.

     Section  8.12.  Transfers  Further  Restricted.  No Member  shall  make any
transfer of an Interest if such transfer  would result in a  termination  of the
Company  for  federal,  state or local  income tax  purposes  without  the prior
written consent of all Members.

     Section 8.13. Right of Withdrawal. The Members agree that the provisions of
this Agreement shall govern the disposition of their Membership  Interest to the
exclusion  of any other  rights the Members may have under the Act to dispose of
their  Membership  Interest or to receive any payment or  distribution  upon the
disposition of their Membership  Interest or upon the expulsion or withdrawal of
any Member.  The Members  hereby  waive any right that they might have under the
Act to  receive  any  payment  or  distribution  upon the  actual  or  purported
withdrawal and agree that in the event a Member withdraws from the Company,  the
Company and the other Members  shall have an option to purchase the  withdrawing
Member's  membership  interest in the Company at a price equal to eighty percent
(80%) of the Purchase Price set forth under Section 8.05 a. and on the terms set
forth under Section 8.05 b. of this Agreement.

     Section 8.14.  Pledge of  Membership  Interests.  Notwithstanding  anything
contained  herein to the  contrary,  Starcraft  Corporation  may pledge up to 50
capital  units of its  Membership  Interest (no more than fifty percent (50%) of
its  fifty-one   percent  (51%)  ownership   percentage)  to  Foothill   Capital
Corporation  ("Foothill")  to secure the  obligations  of Company and  Starcraft
Corporation  to Foothill.  Any exercise of  Foothill's  rights under such pledge
shall not be subject to the restrictions set forth in this Article 8.

                                  Article Nine

                           TERMINATION AND DISSOLUTION

     Section 9.01.  Priority of  Dissolution.  Upon the occurrence of any of the
events set forth in Section  9.02 below,  the Company  shall be  dissolved,  the
affairs of the Company wound up and the property of the Company  distributed and
applied in the following order of priority:

     a.   First,  to the  payments of any debts and  liabilities  of the Company
          owing to persons other than any of the Members;

     b.   Second,  to the  payment of any debts and  liabilities  of the Company
          owing to any Member,  but in the event the amount  available  for such
          payment is  insufficient  to satisfy  all such debts and  liabilities,
          then to such Members in the proportion which their  respective  claims
          bear to the claims of all such Members; and then

     c.   Third,  the  balance,  if any,  to the  Members  in  respect  of their
          positive capital account balances as of the date of such distribution,
          after  giving   effect  to  all   contributions,   distributions   and
          allocations for all periods.

No Member  shall  have a  priority  over any other  Member  with  respect to the
distributions  under  subparagraph (c) above.  Distributions  made in accordance
with this  Section  9.01 shall be in full  satisfaction  of the  Member's  claim
against the Company for  distribution  and  liquidation.  To the extent a Member
shall, be liable to restore to the Company any negative balance standing in such
Members'  capital  account,  following  the  distributions  required  under this
Section 9.01, such amount shall, when paid to the Company, be distributed by the
Members to the  creditors of the Company,  or to the other Members in accordance
with this Section 9.01. The Member  restoring any such negative balance shall be
required to do so at a time not later than the latest permissible time permitted
under Treas. Reg. ss. 1.704-1(b)(2)(ii). In making distributions to the Members,
the positive  capital account  balances of the Members shall be determined after
taking into account all capital account adjustments  required by Treas. Reg. ss.
1.704-1(b)(2).

     Section 9.02. Events Causing Dissolution.  The following events shall cause
the dissolution of the Company:

     a.   Upon the mutual consent in writing executed by all Members;

     b.   Upon the occurrence of an event  specified under the laws of the State
          of Indiana as one effecting  dissolution  (except to the extent as may
          be otherwise provided in this Agreement and the Act);

     c.   Upon the occurrence of an event of  disassociation  as specified under
          the laws of the State of Indiana with respect to any Member unless the
          business  of the  Company  is  continued  by the  consent  of all  the
          remaining  Members not more than ninety (90) days after the occurrence
          of the  event of  disassociation  or  except  to the  extent as may be
          otherwise provided in the Act;

     d.   On December  31,  2055,  unless  extended by written  agreement of all
          Members; or

     e.   Upon the entry of a decree of judicial dissolution under the Act.

The term  "event of  disassociation"  shall mean (1) the  Member  ceases to be a
Member as provided by Ind. Code ss. 23-18--6-4(d),  (2) a Member is removed as a
Member by the affirmative vote,  approval,  or consent of a majority in interest
of the Members after the Member has assigned the Member's entire interest in the
Company,  (3) in the case of an individual  Member, the death of the Member, (4)
in the case of a trustee as Member, the termination of the trust (but not merely
the  substitution of a new trustee),  (5) in the case of a partnership,  limited
partnership or limited  liability  company as a Member,  its  non-administrative
dissolution  and  commencement  of winding up the  entity,  (6) in the case of a
corporate Member, the non-administrative dissolution of the corporation, and (7)
in the  case  of an  estate  as a  Member,  the  distribution  by  its  personal
representative of the estate's entire interest in the Company.

     Section 9.03. Agreement in Event of Dissolution by Act or Event Relating to
Less Than All  Members.  If the act of, or an event  relating  to, less than all
Members  (the  "Dissolving  Members"),   including,   without  Limitation,   the
withdrawal  of a  Member,  shall  for any  purpose  be  considered  an  event of
dissolution  of the Company,  then the remaining  Members shall enter into a new
limited liability company upon the terms and conditions set forth above and upon
the same terms and conditions  governing the present Company,  and each party to
this  Agreement  hereby  agrees for himself or herself  such  party's  executor,
administrator,  heirs  and  assigns  to enter  into such new  limited  liability
company and to execute any and all instruments  necessary  therefor.  The act or
event  relating  to the  Dissolving  Members  shall be  treated  as a notice  of
withdrawal by the Dissolving  Members of the entire  capital  account or capital
accounts of the Dissolving Members.

     Section  9.04.  Bankruptcy,  Incompetency  or Death of a  Member.  Upon the
death, adjudication of incompetency or bankruptcy of a Member, then the personal
representative  of such deceased Member,  the trustee of such bankrupt Member or
the legal  representative of an incompetent Member, as the case may be, shall be
considered  an assignee of such  Member's  Interest in this Company and,  unless
admitted to the Company as a new or substituted Member pursuant to Article Eight
above, such personal  representative,  trustee or legal  representative shall be
entitled only td the rights and benefits not inconsistent with this Agreement as
are  presently  provided by Ind.  Code ss.  23-18-6-7 for a creditor of a person
having an Interest.

     Section 9.05. Time to Dissolve.  A reasonable time shall be allowed for the
orderly  liquidation  of  the  assets  of  the  Company  and  the  discharge  of
liabilities to creditors so as to minimize the normal losses attendant upon such
liquidation.  Each of the  Members  during the course of winding up the  Company
affairs  and  dissolution  shall be finished  with a  statement  prepared by the
Members  which shall set forth assets and  liabilities  of the Company as of the
date of the termination of the Company.

     Section 9.06. Date of Termination. The Company shall be terminated when all
of its  assets  have  been  applied  and  distributed  in  accordance  with  the
provisions  of Section  9.01 above.  The  establishment  of any reserves for the
payment of any  contingent  or  unforeseen  liabilities  or  obligations  of the
Company shall not have the effect of extending the term of the Company, and such
reserve shall be applied and  distributed  in the manner  otherwise  provided in
Section 9.01 above upon the  expiration of the period of such reserve.  Upon the
termination of the Company,  there shall be recorded  Articles of Dissolution of
the Company.

                                  Article Ten

                            DEALINGS WITH THE COMPANY

     Section  10.01.  Dealings  With the  Company.  Any Member may deal with the
Company as an independent  contractor or as an agent for others, and may receive
from such others or the Company  normal  profits,  compensation,  commissions or
other income  incident to such  dealings.  Except as  hereinafter  provided,  no
Member nor any related  person or entity in which they, or any one of them,  may
hold  a  material  ownership  interest,  shall  deal  with  the  Company  as  an
independent  contractor or as agent for others  without first  disclosing to all
Members  the  existence  of such  relationship  or  ownership  interest  and the
compensation  or price to be  received by the Member or such  related  person or
entity.  The amount  payable by the Company to any Member or such related person
or entity shall not be greater  than the amount which the Company  would have to
pay under an  arms-length  contract with an unrelated  person or entity.  In the
event any Member fails to make such  disclosure,  such Member shall remit to the
Company,  on demand of the Members,  all  compensation or sales price derived by
the Member or related person or entity from such dealings.

     Section 10.02.  Manager's Salary.  The Manager may receive a regular salary
or fees for services rendered in management or operation of the Company business
or  property  as  specifically  agreed  to by Board  of  Managers  Action.  Such
agreement shill be evidenced by a written agreement specifying such salary.

     Section 10.03. Management Fee. Any Member may, by agreement of the Board of
Managers,   be   compensated   for   performance   of  his  or  her  duties  and
responsibilities  as  a  Member.  Any  such  compensation  shall  be  considered
guaranteed payments within the meaning of Section 707(c) of the Code.

     Section 10.04. Fiduciary  Obligations.  The Managers shall have a fiduciary
responsibility  to all  Members and shall  exercise  the  management  rights and
powers in such manner as will best serve the interests of all Members, including
the safekeeping  and use of all funds and assets of the Company,  whether or not
in their  immediate  possession  or control.  The Manager  shall not employ,  or
permit  another  to employ,  such  finds or assets in any manner  except for the
exclusive benefit of the Company.

     Section 10.05. Dealings Outside the Company.  During the continuance of the
Company,  the Managers shall at any time and from time to time, devote such time
and effort to the Company business as may be necessary to promote adequately the
interests  of the Company and the mutual  interests  of the  Members.  Except as
otherwise  provided by agreement  with one or more of the  Members,  the Members
shall not be  required  to devote  full time to  Company  business.  During  the
continuance of the Company, the Members individually or collectively may, at any
time and from time to time,  engage in and possess an interest in other business
ventures of any and every type and  description,  independently  or with others,
and neither the Company nor any Member  shall by virtue of this  Agreement  have
any right. title or interest in or to such independent ventures of the Members.

                                 Article Eleven

                                     GENERAL

     Section 11.01.  Notices and Registered  Agent.  The registered agent of the
Company shall be as follows:

         REGISTERED AGENT:      Michael H. Schoeffler
                                Starcraft Corporation
                                P.O. Box 1903
                                2703 College Avenue
                                Goshen, IN 46526

or at such other address as may  hereafter be designated in accordance  with the
Act. All notices,  demands, offers or other communication which any party hereto
is required or may desire to give to any other party  hereto may be delivered in
person or by facsimile  transmission or by overnight  express delivery or may be
mailed by certified or registered mail, postage prepaid,  addressed to the other
party as follows:

         COMPANY:               P.O. Box 1903
                                2703 College Avenue
                                Goshen, IN 46526

         MEMBERS:               Starcraft Corporation
                                P.O. Box 1903
                                2703 College Avenue
                                Goshen, IN 46526

                                Wheel to Wheel, Inc.
                                570 Executive Drive
                                Troy, MI 48083

or at such other address as any Member may  hereafter  specify in writing to the
Company and the other Members.  Any notice or demand  pursuant to this Agreement
shall be deemed given and  received  immediately  if delivered in person,  or if
delivered by mail,  then  forty-eight  (48) hours alter deposit in United States
mail postage prepaid.

     Section 11.02. Member Action. As used in this Agreement unless provided in,
this   Agreement  to  the  contrary,   the  term  "Member   Action"  shall  mean
authorization  by more than fifty  percent  (50%) vote of the  Capital  Units of
Members at that time.

     Section 11.03.  Board of Managers  Action.  As used in this Agreement,  the
term "Board of Managers Action" shall mean authorization by all the Managers who
comprise the Board of Managers.

     Section  11.04.  Titles.  The titles and headings in this Agreement are for
convenience  only and shall in no way  affect,  limit or control  the meaning or
application of any article or section hereof.

     Section  11.05.  Applicable  Law.  This  Agreement  shall be  construed  in
accordance with the laws of the State of Indiana.

     Section  11.06.  Time of Essence.  Time is of the essence in this Agreement
and all the terms and  provisions  hereof.  This Agreement and all the terms and
provisions  hereof  shall,  except as herein  otherwise  provided,  inure to the
benefit  of and  shall be  binding  upon the  heirs,  personal  representatives,
successors and assigns of the parties hereto.

     Section 11.07.  Partial  Invalidity.  If any of the terms and provisions of
this  Agreement  are  determined  to be invalid,  such invalid term or provision
shall not affect or impair the remainder of this  Agreement,  but such remainder
shall  continue  in full  force  and  effect to the same  extent as though  such
invalid term or provision were not contained herein.

     Section 11.08. Singular and Plural. In this Agreement, whenever the context
so  requires,  the  singular  includes  the plural and the plural  includes  the
singular.

     Section 11.09.  Further  Action.  The Members shall execute and deliver all
documents,  provide all information and take or forebear from all such action as
may be necessary or appropriate to achieve the purposes of this Agreement.

     Section  11.10.  Pronouns.  All pronouns and  variations  thereof  shall be
deemed to refer to the  masculine,  feminine  and neuter as the  identity of the
person or persons may require.

     Section 11.11.  Company  Obligations  Binding.  Each Member agrees that the
promises,  covenants and conditions  contained herein are given individually and
as a Member  and  inure to and are  binding  upon his  successors,  assigns  and
estate.

     Section 11.12. Partition.  The Members hereby agree that no Member, nor any
successor in interest to any Member,  shall have the right while this  Agreement
remains  in  effect  to have  the  Company  property  partitioned,  or to file a
complaint or institute  any  proceeding at law or in equity to have the property
partitioned, and each Member on behalf of himself, his successors, successors in
title and assigns, hereby waives any such right.

     Section 11.13. Statutory Accountings, Etc. The Members hereby agree that no
Member, nor any successor in interest to any Member,  shall have the right while
this Agreement  remains in effect to any statutory  right to an accounting or to
institute any proceeding at law or in equity to obtain such accounting, and each
Member on behalf of himself,  his  successors,  successors in title and assigns,
hereby waives any such rights and hereby  accepts the provisions of Section 7.04
above as such Member's sole right to any Company accountings.

     Section 11.14. Book Value. As used in this Agreement, the term "Book Value"
of any item of Company property as of any particular date shall be determined as
follows:  (a) the Book Value of any item of property  contributed by a Member to
the capital of the Company shall be the  agreed-upon  gross fair market value of
such  item of  property  as of the date such  property  was  contributed  to the
Company, as adjusted for depreciation, depletion, cost recovery and amortization
deductions  with  respect to such  property  computed in the manner  provided in
Section 4.01 above; and (b) the Book Value of any other item of Company property
shall be its adjusted basis for Federal income taxation purposes.

     Section  11.15.  Signatory  Requirements.  Each  Member  or  additional  or
substitute  Member may become a signatory  hereof by signing a Member  Signature
Page  to  this  Agreement  and  such  other  instruments  as the  Manager  shall
determine.  By so signing,  each Member or additional or substitute Member shall
be deemed to have adopted and agreed to be bound by all the  provisions  of this
Agreement,  as amended from time to time in  accordance  with the  provisions of
this Agreement.

     Section  11.16.  Board  of  Managers;  Bylaws.  In the  event  the  company
designates  Manager(s),  then  the  Managers  may be  constituted  as a Board of
Managers, with Officers, pursuant to the Bylaws attached hereto and incorporated
herein.

     Section 11.17. Amendment and Entire Agreement.  This Agreement shall not be
amended, altered, changed or added to except by a written instrument executed by
all  Members as of the time of such  alteration  or  amendment  This  instrument
contains the entire  understanding  and agreement of the Members with respect to
all matters referred to herein and all prior negotiations and understandings are
hereby merged into this Agreement.

     Section 11.18. Waiver of Actions. The Members agree that irreparable damage
will be done to the goodwill and  reputation of the Company if any Member should
bring any action in court to dissolve this Company.  Care has been taken in this
Agreement to provide for the fair and just  compensation to a Member desiring to
terminate  said  Member's   relationship   with  the  Company  for  any  reason.
Accordingly,  each Member  accepts the  provisions of this Agreement as the sole
entitlement on the  termination of said Member's  relationship  with the Company
and  acknowledges  that such  provisions  are just and  reasonable;  waives  and
renounces  said  Member's  right  to  seek a  court  decree  of  dissolution  or
accounting,  or to seek the appointment of a liquidator by judicial action;  and
agrees that in the event any Member  should  bring any action to  dissolve  this
Company  or for  the  appointment  of a  liquidator  in  contravention  of  this
provision,  such Member shall be entitled  only to the balance in such  Member's
capital account, and that in the event any Member should bring any action for an
accounting  such Member shall pay all costs,  fees and expenses  incurred by the
Company and the remaining Members in such action including,  without limitation,
attorneys' fees, accounting fees and other costs.

     Section 11.19.  Confidentiality.  Each Member agrees not to use or disclose
any secret or confidential information, knowledge or data concerning the Company
or any of its clients or  customers,  or any details of the Company  Business or
any Business  Records (as  hereinafter  defined).  Each Member  agrees that upon
termination  of its Membership in the Company,  it shall promptly  return to the
Company all books,  accounting  and  financial  information,  data,  statements,
correspondence and all other materials,  and all copies thereof,  related in any
way to the sales, practices, business or financial affairs of the Company or its
clients,  customers,  suppliers  and all those doing  business  with the Company
("Business  Records").  Each  Member  hereby  agrees and  acknowledges  that all
Business Records (whether or not created or authored by the Member) are the sole
and exclusive  property of the Company and shall remain as such upon termination
of its Membership  with the Company.  At no time shall any Member have any right
or  privilege  of copying or securing  any  Business  Records  for any  purposes
whatsoever  except as  specifically  authorized  by the Board of Managers of the
Company for purposes of the Company's  business.  En the event that any court of
competent jurisdiction shall determine that part or all of this Section 11.19 is
unenforceable  or invalid  due to the scope of the  activities  restrained,  the
geographical  extent of the restrains  imposed,  the duration of the  restraints
imposed,  or  otherwise,  the parties  expressly  agree and  stipulate  that the
provisions of this Section 11.19 shall be enforceable to the extent permitted by
law. Each Member agrees to deliver to the Company within thirty (30) days of the
date of this Agreement,  confidentiality  agreements in the form of this Section
11.19 by the officers,  directors and persons owning fifty-one  percent (51%) or
more of the voting control of such Member.

     Section  11.20.  Covenant Not To Compete.  Each Member  hereby  agrees that
except as  otherwise  provided in Section 1.05 of this  Agreement,  at all times
during which the Member is a Member in the Company, the Member shall not for any
reason  whatsoever,  directly  or  indirectly  through  intermediaries  or other
persons or entities, either as owner, shareholder,  creditor, director, officer,
agent, consultant,  representative,  investor, partner, employee, contractor, or
on behalf of any other  person or entity,  or  otherwise  engage in the  Company
Business.

     Section 11.21. Capital Units. Each of the Members represents, acknowledges,
and  agrees  (i) the  Capital  Units  in the  Company  are not and  will  not be
registered  under  either the  Securities  Act of 1933 or any  applicable  state
securities law and, therefore,  may not be resold or transferred unless they are
registered or unless an exemption from registration is available,  and (ii) each
Member has  acquired  the  Capital  Units in the Company  for the  Member's  own
account and for investment  purposes only,  with no view toward  distribution or
resale.

     IN WITNESS WHEREOF, the parties hereto have set their hands on this 1st day
of January, 1999, effective the 16th day of October, 1998.


MEMBER

Wheel to Wheel, Inc.



By: /s/ Jeffrey P. Beitzel        (SEAL)
    -------------------------


MEMBER

Starcraft Corporation



By: /s/ Michael H. Schoeffler     (SEAL)
    -------------------------




<PAGE>

                                 EXHIBIT "3.02"

                               OPERATING AGREEMENT

                                       OF

                                  TECSTAR, LLC


Description of Property                                                  Value

Owner:  Starcraft Corporation:     510 shares, Tecstar, Inc.          $   510.00
        Wheel to Wheel, Inc.:      490 shares, Tecstar, Inc.          $   490.00
                                                                      ----------

        TOTAL GROSS VALUE                                             $1,000.00
                                                                      =========




<PAGE>

                                    EXHIBIT C

                                 CODE OF BYLAWS

                                    ATTACHED.



<PAGE>

                                 CODE OF BY-LAWS
                             OF BOARD OF MANAGERS OF
                                  TECSTAR, LLC

     Section 1. Annual Meeting.  Unless  otherwise  determined by Member Action,
the Annual  Meeting of the Managers  shall be held within the earlier of six (6)
months after the end of the  Company's  fiscal year or fifteen (15) months after
its last annual  meeting,  if not a legal holiday,  and if a holiday then on the
first  following  day that is not a legal  holiday.  Failure  to hold the annual
meeting at the designated time shall not work any forfeiture or a dissolution of
the Company,  and the same may be held at any time  thereafter,  All meetings of
Managers of the Company shall be held at the principal  office of the Company or
at any other place,  within or without the State of Indiana, as may be specified
in the notices or waivers of notice of the meeting.

     Section 2. Special Meetings. Special meetings of the Managers may be called
by any  Member  holding  of  record  not less than 50% of  capital  units of the
Company.  Any request or demand for a special meeting shall state the purpose or
purposes of the proposed meeting.

     Section 3. Action Without  Meeting.  Any action required or permitted to be
taken at any meeting of the  Managers  may be taken  without a meeting if one or
more  consents in writing  setting  forth the action taken are signed by all the
Managers entitled to vote on the action,  and the written consents are delivered
to the Company for inclusion in the Company records.

     Section 4. Meeting By Telephone,  Etc. Any or all Managers may  participate
in any meeting of Managers by, or through the use of, any means of communication
by which all Managers  participating may  simultaneously  hear each other during
the meeting. A Manager so participating is deemed to be present in person.

     Section 5. Quorum.  At all Manager  meetings,  all of the Managers shall be
necessary to constitute a quorum for the transaction of any business.

     Section  6.  Officers.  The  Officers  of the  Company  shall be the  Chief
Executive Officer, the Chief Operating Officer, the President,  one or more Vice
Presidents,  the  Secretary  and  the  Treasurer,  and may  include  one or more
Assistant Secretaries,  one or more Assistant Treasurers and such other Officers
as may be chosen by the  Managers at such time in such manner and for such terms
as they may  prescribe.  Any two or more offices may be held by the same person.
The Managers may from time to time elect or appoint such other  Officers as they
shall deem necessary,  who shall exercise such powers and perform such duties as
may be  prescribed  from time to time by these  By-Laws  or, in the absence of a
provision in these By-Laws in respect thereto, as may be prescribed from time to
time by Member Action.

     Section 7.  Election  of  Officers.  The  Officers  shall be elected at the
Annual  Meeting  and shall hold  office for one year or until  their  respective
successors  shall have been duly  elected  and shall have  qualified;  provided,
however,  that the  Managers may at any time elect one or morn persons to new or
different   offices  and/or  change  the  title,   designation  and  duties  and
responsibilities of any of the Officers consistent with these By-Laws.

     Section 8. Vacancies; Removal. Any vacancy among the Officers may be filled
for the unexpired  term by the Managers.  Any Officer may be removed at any time
by Managers, with or without cause.

     Section 9.  Delegation of Duties.  In the case of the absence,  disability,
death,  resignation  or removal  from  office of any  Officer,  or for any other
reason that the Managers shall deem sufficient,  the Managers may delegate,  for
the time being,  any or all of the powers or duties of such Officer to any other
Officer.

     Section 10. Chief Executive Officer. The Chief Executive Officer shall have
general charge and  supervision  and authority over the business  affairs of the
Company,  and shall have such other  powers and perform such other duties as are
incident to this office and as may be  assigned to him by the  Managers.  In the
case of the absence or  disability  of the  Chairman or if no Chairman  shall be
elected or appointed by the Managers,  the Chief Executive Officer shall preside
at all Manager meetings.

     Section 11. President.  The President shall be Chief Operating Officer, and
shall  have  general  charge,  supervision  and  authority  over the  day-to-day
business  affairs of the  Company,  and shall have such other powers and perform
such other  duties as are  incident to this office and as may be assigned to him
by the Chief Executive Officer.  In the case of the absence or disability of the
Chief Executive Officer, the President shall preside at all Manager meetings.

     Section 12. Vice  Presidents.  Each of the Vice Presidents  shall have such
powers and perform such duties as may be prescribed for him by the President and
Chief  Operating  Officer.  In the  case  of  the  absence,  disability,  death,
resignation  or removal from office of the  President,  the powers and duties of
the President  shall,  for the time being,  devolve upon and be exercised by the
Executive Vice  President,  if there be one, and if not, then by such one of the
Vice  Presidents as the Chief Operating  Officer may designate,  or, if there be
but one Vice President, then upon such Vice President.

     Section 13. Secretary. The Secretary shall have the custody and care of the
records,  minutes  and the  books  of the  Company;  shall  attend  all  Manager
meetings; and duly record and keep the minutes of their proceedings in a book or
books to be kept for that purpose; shall give or cause to be given notice of all
meetings  when such notice shall be required;  shall file and take charge of all
papers and documents belonging to the Company;  and shall have such other powers
and perform  such,  other duties as are incident to the office of secretary of a
business  corporation,  subject at all times to the direction and control of the
Chief Executive Officer.

     Section 14. Assistant Secretaries.  Each of the Assistant Secretaries shall
assist the  Secretary  in his or her duties and shall have such other powers and
perform such other duties as may be prescribed by the Chief  Executive  Officer.
In case of the absence, disability, death, resignation or removal from office of
the  Secretary,  his powers and duties shall,  for the time being,  devolve upon
such one of the  Assistant  Secretaries,  as the  Chief  Executive  Officer  may
designate, or, if there be but one Assistant Secretary, then upon such Assistant
Secretary.

     Section 15. Treasurer. The Treasurer shall have control over all records of
the Company pertaining to moneys and securities belonging to the Company;  shall
have charge of, and be responsible  for, the  collection,  receipt,  custody and
disbursements of funds of the Company;  shall have the custody of all securities
belonging to the Company;  shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company; and shall disburse the funds of
the Company  subject to the Company's  Executive  Agreement as may be ordered by
the Chief  Executive  Officer,  taking proper receipts or making proper vouchers
for such  disbursements  and preserving the same at all times during the term of
office.  When necessary or proper,  the Treasurer shall endorse on behalf of the
Company all checks,  notes or other obligations payable to the Company or coming
into his possession for or on behalf of the Company, and shall deposit the funds
arising  therefrom,  together  with all other funds and valuable  effects of the
Company  coming  into his or her  possession.  in the name and the credit of the
Company in such  depositories as the Chief  Executive  Officer from time to time
shall direct.  The Treasurer  shall also have such other powers and perform such
other  duties  as  are  incident  to  the  office  of  treasurer  of a  business
corporation,  subject  at all times to the  direction  and  control of the Chief
Executive Officer.

     If required by the Chief  Executive  Officer,  the Treasurer shall give the
Company a bond,  in such an amount and with such  surety or  sureties  as may be
ordered by the Chief  Executive  Officer  for the  faithful  performance  of the
duties of his  office and for the  restoration  to the  Company,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the Company.

     Section 16. Assistant  Treasurers.  Each of the Assistant  Treasurers shall
assist the Treasurer in his duties, and shall have such other powers and perform
such other duties as may be prescribed for him by the Chief  Executive  Officer.
In case of the absence, disability, death, resignation or removal from office of
the  Treasurer,  his powers and duties shall,  for the time being,  devolve upon
such  one  of the  Assistant  Treasurers  as the  Chief  Executive  Officer  may
designate, or, if there be but one Assistant Treasurer, then upon such Assistant
Treasurer; and he shall thereupon,  during such period, exercise and perform all
the powers and duties of the  Treasurer,  and shall  likewise give the Company a
bond,  in such  amount and with such surety or sureties as may be ordered by the
Chief  Executive  Officer for the same purposes as the bond that may be required
to be given by the Treasurer.

     Section 17. Certificates.  The Company may. but need not have, certificates
for capital units held by each Member.

     Section  18.  Records.  The book and  records of the Company may be kept at
such  place or  places,  within or  without  the State of  Indiana,  as shall be
determined by the Chief Executive Officer.

     Section 19. Inspection of Records. Any Manager shall be entitled to inspect
and copy at his  expense,  after  giving the Company at least five (5)  business
days' written notice of his demand to do so. the following Company records:  (1)
the  Articles of  Organization;  (2) these  By-Laws;  (3) minutes of all Manager
meetings and records of all actions  without a meeting and if his demand is made
in  good  faith  and  for  a  proper  purpose  and  describes  with   reasonable
particularity his purpose and the records he desires to inspect, and the records
are directly connected with his purpose,  (4) appropriate  accounting records of
the Company.

     Section 20. Checks, Drafts; Notes; Etc. All checks, drafts, notes or orders
for the payment of money of the Company  shall be signed by one or more Officers
as authorized in writing by the Chief Executive Officer. In addition,  the Chief
Executive  Officer  may  authorize  any one or  more  employees  of the  Company
("Employees") to sign checks.  drafts and orders for the payment of money not to
exceed specific  maximum amounts as designated in writing by the Chief Executive
Officer  for any one  check,  draft or order.  When so  authorized  by the Chief
Executive  Officer,  the  signature  of any such  Officer or  Employee  may be a
facsimile signature.

     Section 21. Deeds,  Notes,  Bonds,  Mortgages,  Contracts,  Etc. All deeds,
notes, bonds and mortgages made by the Company,  and all other written contracts
and  agreements,  other than those executed in the ordinary  course of corporate
business,  to which the Company shall be a party,  shall be executed in its name
by the Chief Executive Officer, or the President,  a Vice President or any other
Officer so authorized  by the Chief  Executive  Officer and,  when  necessary or
required,  the  Secretary or an Assistant  Secretary  shall attest the execution
thereof.  All written  contracts and agreements into which the Company enters in
the ordinary course of corporate business shall be executed by any Officer or by
any other Employee designated by the Chief Executive Officer.

     Section  22.  Reliance on  Records.  No  Manager,  employee or agent of the
Company ("Company  Person") shall be liable for any loss or damage if, in taking
or  omitting  to take any action  causing  such loss or damage,  either (1) such
Company Person acted (A) in good faith, (B) with the care an ordinarily  prudent
person in a like position would have exercised under similar circumstances,  and
(C) ma manner such Company Person reasonably  believed was in the best interests
of the  Company,  or (2) such  Company  Person's  breach of or failure to act in
accordance  with the  standards  of conduct set forth above (the  "Standards  of
Conduct") did not constitute  willful  misconduct or  recklessness.  Any Company
Person shall be full  protected,  and shall be deemed to have  complied with the
Standards of Conduct,  in relying in good faith, with respect to any information
contained therein,  upon (1) the Company Records, or (2) information.  opinions,
reports or statements  (including financial statements and other financial data)
prepared or presented by (A) one or more other Company Persons whom such Company
Person reasonably  believes to be competent in the matters presented,  (B) legal
counsel,  public  accountants  or other  persons as to matters that such Company
Person  reasonably  believes  are within such  person's  professional  or expert
competence.

     Section  23.  Interest  of  Members  in  Contract.  Any  contract  or other
transaction  between  the  Company  and (i) any  Member or  Manager  or (ii) any
corporation,  unincorporated  association,  business trust, estate, partnership,
trust joint venture,  individual or other,  legal entity ("Legal Entity") (A) in
which any Member or Manager  has a material  financial  interest or is a general
partner,  or (B) of which any  Member or  Manager  is a  director,  officer,  or
trustee  (collectively,  a  "Conflict  Transaction"),  shall  be  valid  for all
purposes,  if the material facts of the Conflict Transaction and the Member's or
Manager's interest were disclosed or known to the other Members or Managers, and
such  Members  or  Managers  authorized.   approved  or  ratified  the  Conflict
Transaction.

     Section 24.  Indemnification.  The Company shall,  to the fullest extent to
which it is empowered to do so,  indemnify any person who was or is a party,  or
is  threatened  to be made a party,  to any  threatened,  pending  or  completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative  and whether formal or informal,  by reason of the fact that he is
or was a Member,  Manager,  Officer,  employee or agent of the Company,  or who,
while  serving  as such  Member,  Manager,  Officer,  employee  or  agent of the
Company, is or was serving at the request of the Company as a Manager,  officer,
partner, trustee, employee or agent of another corporation,  partnership.  joint
venture, trust, employee benefit plan or other enterprise, whether for profit or
not,  against  expenses  (including  counsel  fees),   judgments,   settlements,
penalties and fines  (including  excise taxes  assessed with respect to employee
benefit plans)  actually or reasonably  incurred by him in accordance  with such
action,  suit or  proceeding,  if he acted  in good  faith  and in a  manner  he
reasonably believed, in the case of conduct in his official capacity, was in the
best  interest of the Company,  and in all other  cases,  was not opposed to the
best  interests of the  Company,  and,  with  respect to any criminal  action or
proceeding,  he either had reasonable cause to believe his conduct was lawful or
no reasonable cause to believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement or conviction, or upon
a plea of nolo  contendere  or its  equivalent,  shall not, of itself,  create a
presumption that the person did not meet the prescribed standard of conduct.

     Section 25. Authorization of Indemnification.  To the extent that a Member,
Manager,  Officer,  employee or agent of the Company has been successful, on the
merits or otherwise,  in the defense of any action,  suit or proceeding referred
to in Section 26, or in the defense of any claim,  issue or matter therein,  the
Company shall indemnify such person against  expenses  (including  counsel fees)
actually and  reasonably  incurred by such person in connection  therewith.  Any
other indemnification under Section 26 (unless ordered by a court) shall be made
by the Company only as authorized  in the specific  case,  upon a  determination
that  indemnification  of the  Member,  Manager,  Officer,  employee or agent is
permissible in the circumstances  because he has met the applicable  standard of
conduct.  Such  determination  shall be made by the  Members who were not at the
time parties to such action, suit or proceeding.

     Section 26. Good Faith  Defined.  For purposes of any  determination  under
Section  27, a person  shall be deemed to have  acted in good  faith and to have
otherwise met the applicable  standard of conduct set forth in Section 26 if his
action did not breach the Standards of Conduct described in Section 24.

     Section 27. Confidentiality. Each officer and director of the Company shall
execute the  Company's  confidential  information  and  nondisclosure  agreement
attached hereto.

     Section 28. Board of Managers. The Board of Managers shall consist of three
(3) Managers, consisting of the President of Wheel to Wheel, Inc.; the President
of  Starcraft  Corporation;  and the  Chairman of the Board and Chief  Executive
Officer of Starcraft Corporation.

     Section 29.  Initial  Officers.  The initial  officers of the Company shall
consist  of and be the  following:  Kelly  L.  Rose.  Chairman  of the  Board of
Managers and Chief Executive  Officer,  Jeffrey P. Beitzel,  President and Chief
Operating  Officer,  and Michael H.  Schoeffler,  Senior Vice  President,  Chief
Financial Officer, Secretary and Treasurer.