REAL PROPERTY MORTGAGE

                           (LaGrange County, Indiana)

                            (Elkhart County, Indiana)

         THIS REAL PROPERTY  MORTGAGE   ("Mortgage"),  made  as of December  12,
2000,  is made and executed by  STARCRAFT  CORPORATION,  an Indiana  corporation
("Mortgagor"),  f/k/a Rokane  Investment  Group,  Inc., with its chief executive
office and principal place of business at 2703 College Avenue,  Goshen,  Indiana
46528,  in  favor of Kelly L.  Rose and G. Ray  Stults  (collectively  "Lender")
having an address at 2703 College Avenue, Goshen, Indiana 46528.

                                    RECITALS

         I. Pursuant to the terms of a certain  Reimbursement  Agreement of even
date  herewith  (said  Reimbursement  Agreement  together  with all  amendments,
supplements,  modifications and replacements thereof, being hereinafter referred
to as the "Loan  Agreement") by and between  Imperial  Automotive  Group,  Inc.,
Starcraft  Corporation,  Starcraft  Automotive Group, Inc. and National Mobility
Corporation, as borrowers ("Borrowers"), and Lender, Lender has agreed to extend
financial  accommodations  to Borrowers as  described  therein,  in an aggregate
principal amount of $2,500,000 (collectively, the "Loans"). The Loans consist of
certain letter of credit financial  accommodations and guaranty obligations.  To
induce Lender to make the Loans,  Mortgagor has executed and delivered to Lender
the Loan  Agreement.  The terms and  provisions of the Loan Agreement are hereby
incorporated by reference in this Mortgage.

         II.  Among  other  things,  this  Mortgage  is given to secure not only
present indebtedness but also future advances,  whether such future advances are
obligatory or are to be made at the option of Lender,  or otherwise.  The amount
of  indebtedness  secured  hereby may  increase or  decrease  from time to time,
however the principal amount of such  indebtedness  shall not at any time exceed
the amount of $3,000,000,  plus interest thereon,  and other costs,  amounts and
disbursements as provided herein and in the Agreement.

                                GRANTING CLAUSES

         To  secure  the  payment  of the  indebtedness  evidenced  by the  Loan
Agreement  the  payment  and  performance  of the  obligations  under  the  Loan
Agreement  and the  Guaranty,  and the  payment of all amounts due under and the
performance  and  observance of all covenants and  conditions  contained in this
Mortgage,  the Loan Agreement any and all other mortgages,  security agreements,
assignments  of  leases  and  rents,  guaranties,  reimbursement  agreements  in
connection  with any letters of credit and any other  documents and  instruments
now  or  hereafter  executed  by  Mortgagor  or any  party  related  thereto  or
affiliated therewith to evidence,  secure or guarantee the payment of all or any
portion of the  Indebtedness  under the Loan Agreement and any and all renewals,
extensions, amendments and replacements of this Mortgage, the Loan Agreement and
any such other  documents and instruments  (the Loan  Agreement,  this Mortgage,
such other  mortgages,  security  agreements,  assignments  of leases and rents,
guaranties,  reimbursement  agreements in connection with any letters of credit,
and any other documents and instruments now or hereafter  executed and delivered
in connection with the Loans, and any and all amendments,  renewals,  extensions
and replacements hereof and thereof, being sometimes referred to collectively as
the  "Loan   Instruments"  and  individually  as  a  "Loan   Instrument")   (all
indebtedness and liabilities secured hereby being hereinafter sometimes referred
to as "Borrowers' Liabilities"), Mortgagor does hereby convey, mortgage, warrant
assign,  transfer,  pledge and  deliver to Lender and grant to Lender a security
interest in the following described property subject to the terms and conditions
herein:

         (A) The lands located in LaGrange County and Elkhart  County,  Indiana,
legally described in attached Exhibit A ("Land");

         (B) All the buildings,  structures,  improvements and fixtures of every
kind or  nature  now or  hereafter  situated  on the  Land  and  all  machinery,
appliances,  equipment,  furniture and all other personal property of every kind
or nature which constitute  fixtures with respect to the Land, together with all
extensions,  additions,  improvements,  substitutions  and  replacements  of the
foregoing ("Improvements");

         (C) All easements,  tenements,  rights-of-way,  vaults,  gores of land,
streets, ways, alleys,  passages,  sewer rights, water courses, water rights and
powers and  appurtenances in any way belonging,  relating or appertaining to any
of the Land or Improvements,  or which hereafter shall in any way belong, relate
or  be   appurtenant   thereto,   whether  now  owned  or   hereafter   acquired
("Appurtenances");

         (D) (i) All  judgments,  insurance  proceeds,  awards  of  damages  and
settlements  which may result from any damage to all or any portion of the Land,
Improvements or Appurtenances  or any part thereof or to any rights  appurtenant
thereto;

             (ii) All compensation,  awards,  damages,  claims, rights of action
and proceeds of or on account of (a) any damage or taking, pursuant to the power
of  eminent  domain,  of the Land,  Improvements  or  Appurtenances  or any part
thereof,  (b)  damage  to all or  any  portion  of  the  Land,  Improvements  or
Appurtenances by reason of the taking,  pursuant to the power of eminent domain,
of all or any  portion  of the  Land,  Improvements,  Appurtenances  or of other
property,  or (c) the  alteration  of the grade of any  street or  highway on or
about the Land, Improvements,  Appurtenances or any part thereof, and, except as
otherwise  provided herein,  Lender is hereby  authorized to collect and receive
said awards and proceeds and to give proper receipts and  acquittances  therefor
and, except as otherwise  provided herein,  to apply the same toward the payment
of the indebtedness and other sums secured hereby; and

             (iii)   All   proceeds,    products,    replacements,    additions,
substitutions,  renewals  and  accessions  of and to the Land,  Improvements  or
Appurtenances;

         (E) All  rents,  issues,  profits,  income  and other  benefits  now or
hereafter arising from or in respect of the Land,  Improvements or Appurtenances
(the  Rents");  it be intended  that this  Granting  Clause shall  constitute an
absolute  and  present  assignment  of  the  Rents,  subject,  however,  to  the
conditional  permission  given to  Mortgagor  to  collect  and use the  Rents as
provided in this Mortgage;

         (F) Any and all leases,  licenses and other occupancy agreements now or
hereafter affecting the Land,  Improvements or Appurtenances,  together with all
security therefor and guaranties thereof and all monies payable thereunder,  and
all books and records owned by Mortgagor which contain evidence of payments made
under the leases and all security given therefor  (collectively,  the "Leases"),
subject  however,  to the  conditional  permission  given  in this  Mortgage  to
Mortgagor  to collect  the Rents  arising  under the Leases as  provided in this
Mortgage;

         (G) Any and all after-acquired right, title or interest of Mortgagor in
and to any of the property described in the preceding Granting Clauses; and

         (H) The proceeds from the sale,  transfer,  pledge or other disposition
of any or all of the property described in the preceding Granting Clauses;

         All of the  mortgaged  property  described  in  the  Granting  Clauses,
together with all real and personal,  tangible and intangible  property  pledged
in,  or to which a  security  interest  attaches  pursuant  to,  any of the Loan
Instruments is sometimes  referred to collectively as the "Mortgaged  Property."
The Rents and Leases are pledged on a parity with the Land and  Improvements and
not secondarily.

                                   ARTICLE ONE
                             COVENANTS OF MORTGAGOR

         Mortgagor covenants and agrees with Lender as follows:

         1.1  Performance  under Loan  Agreement,  the  Mortgage  and Other Loan
Instruments.  Mortgagor  shall  perform,  observe and comply with or cause to be
performed,  observed  and  complied  with in a complete  and  timely  manner all
provisions hereof, of the Loan Agreement,  every other Loan Instrument and every
instrument evidencing or securing Borrowers' Liabilities.

         1.2  General  Covenants  and   Representations.   Mortgagor  covenants,
represents  and warrants that as of the date hereof and at all times  thereafter
during the term hereof (a) Mortgagor is seized of an indefeasible  estate in fee
simple in that portion of the Mortgaged Property which is real property, and has
good and absolute title to it and the balance of the Mortgaged Property free and
clear of all liens,  security  interests,  charges and  encumbrances  whatsoever
except  those  currently  of record,  if any (such  liens,  security  interests,
charges  and  encumbrances  being  hereinafter  referred  to as  the  "Permitted
Encumbrances"); (b) Mortgagor has good right, full power and lawful authority to
mortgage  and pledge the  Mortgaged  Property as provided  herein;  (c) upon the
occurrence of an Event of Default (hereinafter defined), Lender may at all times
peaceably and quietly enter upon, hold, occupy and enjoy the Mortgaged  Property
in  accordance  with the terms  hereof,  and (d)  Mortgagor  will  maintain  and
preserve  the  lien  of  this  Mortgage  as a first  and  paramount  lien on the
Mortgaged  Property subject only to the Permitted  Encumbrances until Borrowers'
Liabilities  have  been  paid in full and  Lender's  obligations  under the Loan
Agreement have been terminated.

         1.3 Compliance with Laws and Other  Restrictions.  Mortgagor  covenants
and represents that the Land and the Improvements and the use thereof  presently
comply  with,  and will  continue to comply  with,  all  applicable  restrictive
covenants,  zoning and  subdivision  ordinances  and building  codes,  licenses,
health and  environmental  laws and regulations and all other  applicable  laws,
ordinances, rules and regulations.

         1.4      Taxes and Other Charges.

                  1.4.1 Taxes and Assessments. Mortgagor shall pay promptly when
due  all  taxes,  assessments,   rates,  dues,  charges,  fees,  levies,  fines,
impositions,  liabilities, obligations, liens and encumbrances of every kind and
nature whatsoever now or hereafter  imposed,  levied or assessed upon or against
the Mortgaged Property or any part thereof,  or upon or against this Mortgage or
Borrowers'  Liabilities;  provided,  however,  that  Mortgagor may in good faith
contest the validity,  applicability  or amount of any tax,  assessment or other
charge,   Mortgagor  shall  obtain  an   endorsement,   in  form  and  substance
satisfactory to Lender,  to the loan policy of title insurance  issued to Lender
insuring the lien of this Mortgage,  insuring over such tax, assessment or other
charge and if Mortgagor  otherwise complies with any provisions which may be set
forth in the Loan Agreement regarding the contest of taxes.

                  1.4.2  Taxes  Affecting  Lender's  Interest.   If  any  state,
federal,  municipal or other governmental law, order, rule or regulation,  which
becomes  effective  subsequent  to the date  hereof,  in any  manner  changes or
modifies  existing laws  governing the taxation of mortgages or debts secured by
mortgages, or the manner of collecting taxes, so as to impose on Lender a tax by
reason of its ownership of any or all of the Loan Instruments or measured by the
principal amount of Borrowers' Liabilities, requires or has the practical effect
of  requiring  Lender to pay any  portion  of the real  estate  taxes  levied in
respect of the  Mortgaged  Property or to pay any tax levied in whole or in part
in  substitution  for real estate  taxes or  otherwise  affects  materially  and
adversely  the  rights of Lender in  respect  of  Borrowers'  Liabilities,  this
Mortgage or the other Loan Instruments,  Borrowers' Liabilities and all interest
accrued  thereon  shall,  upon thirty (30) days' notice,  become due and payable
forthwith at the option of Lender,  whether or not there shall have  occurred an
Event of Default provided, however, that, if Mortgagor may, without violating or
causing a violation of such law,  order,  rule or regulation,  pay such taxes or
other sums as are necessary to eliminate  such adverse effect upon the rights of
Lender and does pay such  taxes or other sums when due,  Lender may not elect to
declare due  Borrowers'  Liabilities by reason of the provisions of this Section
1.4.2.

         1.5  Mechanic's and Other Liens.  Mortgagor  shall not permit or suffer
any mechanic's, laborer's, materialman's, statutory or other lien or encumbrance
(other than any lien for taxes and  assessments  not yet due) to be created upon
or against the Mortgaged Property; provided, however, that Mortgagor may in good
faith, by appropriate proceedings, contest the validity, applicability or amount
of any asserted lien, if Mortgagor shall first obtain an endorsement in form and
substance  satisfactory to Lender,  to the loan policy of title insurance issued
to Lender  insuring the lien of this Mortgage,  insuring over such asserted lien
and if Mortgagor  otherwise  complies with any provisions which may be set forth
in the Loan Agreement regarding the contest of liens.

         1.6      Insurance and Condemnation.

                  1.6.1  Insurance  Policies.   Mortgagor  shall,  at  its  sole
expense,  obtain for,  deliver  to,  assign to and  maintain  for the benefit of
Lender,  until  Borrowers'  Liabilities  are  paid in  full,  such  policies  of
insurance as are required by the Loan Agreement.

                  1.6.2 Adjustment of Loss.  Except as otherwise may be provided
by the Loan Agreement, Lender is hereby authorized and empowered, at its option,
to adjust or  compromise  any loss under any  insurance  policies  covering  the
Mortgaged  Property and to collect and receive the proceeds from any such policy
or   policies.   Mortgagor   hereby   irrevocably   appoints   Lender   as   its
attorney-in-fact for the purposes set forth in the preceding sentence.

                  1.6.3  Condemnation  Awards.  Lender  shall be entitled to all
compensation,  awards, damages,  claims, rights of action and proceeds of, or on
account of, (1) any damage or taking,  pursuant to the power of eminent  domain,
of the  Mortgaged  Property or any part  thereof,  (11) damage to the  Mortgaged
Property by reason of the taking,  pursuant to the power of eminent  domain,  of
other property, or (111) the alteration of the grade of any street or highway on
or about the Mortgaged Property.  Lender is hereby authorized, at its option, to
commence,  appear in and prosecute in its own or Mortgagor's  name any action or
proceeding relating to any such compensation, awards, damages, claims, rights of
action  and  proceeds  and to  settle  or  compromise  any  claim in  connection
therewith.  Mortgagor hereby irrevocably appoints Lender as its attorney-in-fact
for the purposes set forth in the preceding sentence.

                  1.6.4  Repair;  Proceeds  of  Casualty  Insurance  and Eminent
Domain.  If all or any  part of the  Mortgaged  Property  shall  be  damaged  or
destroyed  by fire or other  casualty  or shall be damaged or taken  through the
exercise  of the power of eminent  domain or other  cause  described  in Section
1.6.3,  Mortgagor  shall promptly and with all due diligence  restore and repair
the  Mortgaged  Property  to the  extent  that  the  proceeds,  award  or  other
compensation  or proceeds of the Loans are made  available to Mortgagor for such
restoration  or  repair.  Except  as  otherwise  may be  provided  by  the  Loan
Agreement,  the entire amount of such proceeds,  award or compensation  shall be
applied to Borrowers' Liabilities in such order and manner as Lender may elect.

         1.7 Lender May Pay. Upon Mortgagor's failure to pay any amount required
to be paid by Mortgagor  under  Sections  1.4,  1.5 and 1.6,  Lender may pay the
same.  Mortgagor  shall pay to Lender  on  demand  the  amount so paid by Lender
together  with  interest at the highest  rate payable  under the Loan  Agreement
after the  occurrence  of an "Event of  Default"  as such term is defined in the
Loan  Agreement (the "Default  Rate") and the amount so paid by Lender  together
with interest, shall be added to Borrowers' Liabilities.

         1.8  Care of the  Mortgaged  Property.  Mortgagor  shall  preserve  and
maintain the  Mortgaged  Property in good and first class  condition and repair.
Mortgagor shall not without the prior written  consent of Lender,  permit commit
or suffer any waste, impairment or deterioration of the Mortgaged Property or of
any part  thereof,  and will not take any action which will increase the risk of
fire or other hazard to the Mortgaged Property or to any part thereof. Except as
otherwise  provided in the Loan Agreement or this Mortgage,  no new improvements
shall be  constructed  on the  Mortgaged  Property and no part of the  Mortgaged
Property shall be removed,  demolished or altered in any material manner without
the prior written consent of Lender.

         1.9  Transfer  or  Encumbrance  of the  Mortgaged  Property.  Except as
permitted by the Loan  Agreement,  Mortgagor shall not permit or suffer to occur
any sale, assignment,  conveyance,  transfer, mortgage, lease (other than leases
made mi accordance  with the provisions of this Mortgage) or encumbrance  of, or
any  contract  for any of the  foregoing  on an  installment  basis or otherwise
pertaining to, the Mortgaged Property,  any part thereof,  any interest therein,
the beneficial interest in Mortgagor, any interest in the beneficial interest in
Mortgagor  or in any  trust  holding  title to the  Mortgaged  Property,  or any
interest in a corporation, partnership or other entity which owns all or part of
the Mortgaged Property or such beneficial interest,  whether by operation of law
or otherwise, without the prior written consent of Lender having been obtained.

         1.10  Further  Assurances.  At any  time and  from  time to time,  upon
Lender's  request,  Mortgagor  shall make,  execute and deliver,  or cause to be
made, executed and delivered, to Lender, and where appropriate shall cause to be
recorded,  registered  or  filed,  and  from  time  to  time  thereafter  to  be
re-recorded,  re-registered  and  refiled at such time and in such  offices  and
places  as  shall be  deemed  desirable  by  Lender,  any and all  such  further
mortgages,  security agreements,  financing  statements,  instruments of further
assurance,  certificates and other documents as Lender may consider necessary or
desirable  in order to  effectuate  or perfect,  or to continue and preserve the
obligations under, this Mortgage.

         1.11  Assignment of Rents.  The  assignment of rents,  income and other
benefits contained in Section (E) of the Granting Clauses of this Mortgage shall
be fully operative  without any further action on the part of either party, and,
specifically, Lender shall be entitled, at its option, upon the occurrence of an
Event of Default  hereunder,  to all rents,  income and other  benefits from the
Mortgaged  Property,  whether or not Lender takes  possession of such  property.
Such assignment and grant shall continue in effect until Borrowers'  Liabilities
are paid in full and the Loan Instruments have been terminated, the execution of
this Mortgage  constituting and evidencing the irrevocable  consent of Mortgagor
to the entry upon and taking  possession  of the  Mortgaged  Property  by Lender
pursuant  to such  grant,  whether  or not  foreclosure  proceedings  have  been
instituted.  Notwithstanding  the foregoing,  so long as no Event of Default has
occurred  or is  continuing,  Mortgagor  shall have the right and  authority  to
continue  to collect the rents,  income and other  benefits  from the  Mortgaged
Property as they become due and payable but not more than thirty (30) days prior
to the due date thereof

         1.12 After-Acquired  Property.  To the extent permitted by, and subject
to,  applicable  law,  the lien of this  Mortgage  shall  automatically  attach,
without further act to all property  hereafter  acquired by Mortgagor located in
or on, or attached  to, or used or intended to be used in  connection  with,  or
with the operation of, the Mortgaged Property or any part thereof

         1.13 Leases Affecting Mortgaged  Property.  Mortgagor shall comply with
and perform i a complete and timely  manner all of its  obligations  as landlord
under all leases  affecting  the  Mortgaged  Property  or any part  thereof  The
assignment  contained in Section (E) of the Granting Clauses shall not be deemed
to impose  upon  Lender  any of the  obligations  or duties of the  landlord  or
Mortgagor provided in any lease.

         1.14  Management  of  Mortgaged  Property.  Mortgagor  shall  cause the
Mortgaged  Property to be managed at all times in accordance with sound business
practice.

         1.15  Execution of Leases.  Except as may be otherwise  provided in the
Loan  Agreement,  Mortgagor  shall  not  permit  any  leases  to be  made of the
Mortgaged  Property or existing leases to be modified,  terminated,  extended or
renewed without the prior written consent of Lender.

         1.16  Expenses;  Indemnity.  Without  limitation  of any  obligation of
Mortgagor  set  forth in the Loan  Agreement,  Mortgagor  shall pay when due and
payable,  and otherwise on demand made by Lender, all loan fees, appraisal fees,
recording fees,  taxes,  brokerage fees and  commissions,  abstract fees,  title
insurance  fees,  escrow fees,  attorneys'  fees,  court costs,  documentary and
expert  evidence,  fees of inspecting  architects and  engineers,  and all other
costs and  expenses  of every  character  which have been  incurred or which may
hereafter  be incurred by Lender in  connection  with the Loans,  including  the
preparation,  execution, delivery and performance of this Mortgage. If Mortgagor
fails to pay said costs and  expenses  as above  provided,  Lender may elect but
shall not be obligated,  to pay the costs and expenses described in this Section
1. 16, and if Lender does so elect,  then Mortgagor will, upon demand by Lender,
reimburse  Lender  for all such  expenses  which  have  been or shall be paid or
incurred by it. The amounts  paid by Lender  shall bear  interest at the Default
Rate and such  amounts,  together  with  interest,  shall be added to Borrowers'
Liabilities,  shall be  immediately  due and payable and shall be secured by the
lien of this Mortgage and the other Loan Instruments. To the extent permitted by
law, in the event of foreclosure hereof,  Lender shall be entitled to add to the
indebtedness found to be due by the court a reasonable estimate of such expenses
to be incurred after entry of the decree of foreclosure. To the extent permitted
by law, Mortgagor agrees to hold harmless Lender against and from, and reimburse
it for, all claims, demands, liabilities, losses, damages, judgments, penalties,
costs and expenses,  including without limitation  attorneys' fees, which may be
imposed  upon,  asserted  against,  or incurred or paid by it by reason of or in
connection  with any bodily injury or death or property  damage  occurring in or
upon or in the vicinity of the Mortgaged  Property through any cause whatsoever,
or  asserted  against  it on  account  of any act  performed  or  omitted  to be
performed  hereunder,  or on account of any transaction arising out of or in any
way  connected  with the  Mortgaged  Property,  this  Mortgage,  the other  Loan
Instruments,  any of the  *indebtedness  evidenced  by the  Guaranty or the Loan
Agreement or any of Borrowers' Liabilities.

         1.17 Lender's  Performance  of  Mortgagor's  Obligations.  If Mortgagor
fails to pay any tax, assessment, encumbrance or other imposition, or to furnish
insurance hereunder, or to perform any other covenant, condition or term in this
Mortgage, the Guaranty, the Loan Agreement or any other Loan Instrument,  Lender
may,  but shall not be  obligated  to,  pay,  obtain or  perform  the same.  All
payments made,  whether such payments are regular or accelerated  payments,  and
costs and expenses  incurred or paid by Lender in connection  therewith shall be
due and payable  immediately.  The  amounts so incurred or paid by Lender  shall
bear  interest at the Default Rate and such  amounts,  together  with  interest,
shall  be  added  to  Borrowers'  Liabilities  and  secured  by the lien of this
Mortgage and the other Loan Instruments.

         1.18 Payment of Superior  Liens.  To the extent that Lender,  after the
date  hereof,  pays any sum due  under any  provision  of law or  instrument  or
document  creating any lien superior or equal in priority in whole or in part to
the lien of this Mortgage,  such sum advanced by Lender shall be immediately due
and payable,  with interest at the Default Rate and shall be deemed to be a part
of  Borrowers'  Liabilities,  and Lender shall have and be entitled to a lien on
the Mortgaged Property equal in parity with that discharged, and Lender shall be
subrogated  to and  receive  and enjoy all rights and liens  possessed,  held or
enjoyed by, the holder of such lien, which shall remain in existence and benefit
Lender to secure  the  Guaranty,  the Loan  Agreement  and all  obligations  and
liabilities secured hereby.

         1.19     Environmental Conditions.

                  (a) Mortgagor  covenants,  warrants and represents  that there
         are no, nor will there,  for so long as any of  Borrowers'  Liabilities
         remain  outstanding,   be,  any  Hazardous  Materials  (as  hereinafter
         defined)  generated,   released,  stored,  buried  or  deposited  over,
         beneath,  in or upon the Mortgaged  Property  except as such  Hazardous
         Materials  may  be  required  to be  used,  stored  or  transported  in
         connection  with the permitted uses of the Mortgaged  Property and then
         only to the  extent  permitted  by law after  obtaining  all  necessary
         permits  and  licenses   therefor.   For  purposes  of  this  Mortgage,
         "Hazardous   Materials"   shall  mean  and  include   any   pollutants,
         flammables,   explosives,  petroleum,  (including  crude  oil)  or  any
         fraction  thereof,  radioactive  materials,   hazardous  wastes,  toxic
         substances or related materials,  including,  without  limitation,  any
         substances  defined  as or  included  in the  definition  of  toxic  or
         hazardous substances,  wastes, or materials under any federal, state or
         local  laws,  ordinances,  regulations  or  guidances  which  regulate,
         govern,  prohibit  or  pertain  to the  generation,  manufacture,  use,
         transportation,  disposal,  release, storage, treatment of, or response
         or exposure  to, toxic or hazardous  substances,  wastes or  materials.
         Such laws,  ordinances and  regulations  are  hereinafter  collectively
         referred to as the "Hazardous Materials Laws."

                  (b) Mortgagor  shall, and Mortgagor shall cause all employees,
         agents,  contractors  and  subcontractors  of  Mortgagor  and any other
         persons  from  time to  time  present  on or  occupying  the  Mortgaged
         Property  to, keep and maintain the  Mortgaged  Property in  compliance
         with, and not cause or knowingly permit the Mortgaged Property to be in
         violation  of,  any  applicable   Hazardous   Materials  Laws.  Neither
         Mortgagor nor any employees,  agents,  contractors or subcontractors of
         Mortgagor or any other  persons  occupying or present on the  Mortgaged
         Property  shall  use,  generate,  manufacture,  store or dispose of on,
         under or about  the  Mortgaged  Property  or  transport  to or from the
         Mortgaged  Property any Hazardous  Materials,  except as such Hazardous
         Materials  may  be  required  to be  used,  stored  or  transported  in
         connection  with the permitted uses of the Mortgaged  Property and then
         only to the  extent  permitted  by law after  obtaining  all  necessary
         permits and licenses therefor.

                  (c) Mortgagor  shall  immediately  advise Lender in writing of
         (i) any notices  received by Mortgagor  (whether  such notices are from
         the Environmental  Protection  Agency,  or any other federal,  state or
         local governmental  agency or regional office thereof) of the violation
         or potential. violation occurring on or about the Mortgaged Property of
         any applicable  Hazardous Materials Laws; (ii) any and all enforcement,
         cleanup,   removal  or  other   governmental   or  regulatory   actions
         instituted,  completed or threatened  against Mortgagor pursuant to any
         Hazardous  Materials  Laws;  (iii) all claims made or threatened by any
         third party  against  Mortgagor or the Mortgaged  Property  relating to
         damage,  contribution,  cost  recovery  compensation,  loss  or  injury
         resulting  from any  Hazardous  Materials  (the  matters  set  forth in
         clauses  (i),  (ii) and (iii)  above  are  hereinafter  referred  to as
         "Hazardous  Materials Claims");  and (iv) Mortgagor's  discovery of any
         occurrence  or  condition  on any  real  property  adjoining  or in the
         vicinity  of the  Mortgaged  Property  that could  cause the  Mortgaged
         Property or any part thereof to be subject to any  Hazardous  Materials
         Claims.  Lender shall have the right but not the obligation to join and
         participate  in, as a party if it so elects,  any legal  proceedings or
         actions initiated in connection with any Hazardous Materials Claims and
         Mortgagor shall pay to Lender,  upon demand, all reasonable  attorneys'
         and consultants' fees incurred by Lender in connection therewith.

                  (d)  Mortgagor  shall be  solely  responsible  for,  and shall
         indemnify and hold harmless Lender, its directors, officers, employees,
         agents, successors and assigns from and against any loss, damage, cost,
         expense  or  liability   directly  or  indirectly  arising  out  of  or
         attributable  to the  use,  generation,  storage,  release,  threatened
         release,  discharge,  disposal or presence  (whether prior to or during
         the term of the Loans or otherwise  and  regardless  of by whom caused,
         whether by Mortgagor or any  predecessor  in title or any owner of land
         adjacent to the  Mortgaged  Property or any other third  party,  or any
         employee,  agent,  contractor  or  subcontractor  of  Mortgagor  or any
         predecessor  In title  or any such  adjacent  land  owner or any  third
         person)  of  Hazardous  Materials  on,  under  or about  the  Mortgaged
         Property;  including,  without limitation:  (i) claims of third parties
         (including  governmental  agencies)  for  damages,  penalties,  losses,
         costs,  fees,  expenses,  damages,  injunctive  or other  relief,  (ii)
         response  costs,  clean-up  costs,  costs and  expenses  of removal and
         restoration,  including  fees of attorneys  and  experts,  and costs of
         determining the existence of Hazardous  Materials and reporting same to
         any governmental agency; and (iii) any and all expenses or obligations,
         including  attorneys'  fees,  incurred at, before or after any trial or
         appeal therefrom  whether or not taxable as costs,  including,  without
         limitation,  attorneys' fees, witness fees,  deposition costs,  copying
         and telephone charges and other expenses.  The obligations of Mortgagor
         under this  subsection  shall  survive any of the  foreclosure  of this
         Mortgage,   the   repayment  of   Borrowers'   Liabilities,   or  other
         satisfaction of the indebtedness  secured by this Mortgage,  whether by
         deed in lieu of foreclosure or otherwise.

                  (e) Any loss,  damage,  cost, expense or liability incurred by
         Lender as a result of a breach or misrepresentation by Mortgagor or for
         which  Mortgagor is responsible or for which  Mortgagor has indemnified
         Lender  shall  be  paid  to  Lender  on  demand,  and,  failing  prompt
         reimbursement,  such amounts shall,  together with interest  thereon at
         the  Default  Rate  from the date  incurred  by  Lender  until  paid by
         Mortgagor, be added to Borrowers'  Liabilities,  be immediately due and
         payable and be secured by the lien of this  Mortgage and the other Loan
         Instruments.

                  (f) If Lender has reason to suspect that Hazardous  Materials,
         which are not permitted by Hazardous  Materials  Laws, are present upon
         the Mortgaged  Property,  Lender may, in Its sole  discretion,  require
         Mortgagor,  at its sole cost and expense,  from time to time to perform
         or cause to be performed,  such studies or assessments of the Mortgaged
         Property, as Lender may deem necessary or appropriate or desirable,  to
         determine  the  status  of  environmental  conditions  on and about the
         Mortgaged Property, which such studies and assessments shall be for the
         benefit  of, and be  prepared  in  accordance  with the  specifications
         established by, Lender.

                  (g) Mortgagor hereby grants to Lender,  its agents,  employees
         and contractors,  access to the Mortgaged  Property,  from time to time
         upon prior  written  notice,  for the purpose of either (i) taking such
         action as Lender  shall  determine  to be  appropriate  to respond to a
         release, threatened release, or the presence of Hazardous Materials, or
         any related  condition,  on or about the  Mortgaged  Property;  or (11)
         conducting  such studies or assessments of the Mortgaged  Property,  as
         Lender may deem necessary or appropriate or desirable.

                                   ARTICLE TWO
                                    DEFAULTS

         2.1 Event of Default.  The term "Event of  Default,"  wherever  used in
this Mortgage, shall mean any one or more of the following events:

                  (a) The failure by Mortgagor: (1) to keep, perform, or observe
         any  covenant,  condition  or agreement  contained  in Sections  1.4.1,
         1.6.1,  1.9 or 1. 19 hereof,  or (11) to keep,  perform or observe  any
         other covenant, condition or agreement on the part of Mortgagor in this
         Mortgage.

                  (b) The  occurrence  of an  "Event  of  Default"  under and as
         defined in the Loan Agreement or any of the other Loan Instruments.


                                  ARTICLE THREE
                                    REMEDIES

         3.1  Acceleration  of  Maturity.  If an Event  of  Default  shall  have
occurred,  Lender may declare the outstanding  principal amount of the Loans and
the  interest  accrued  thereon and any other of  Borrowers'  Liabilities  to be
immediately  due and  payable,  and upon such  declaration  such  principal  and
interest and other Borrowers'  Liabilities declared due shall immediately become
and be due and payable without further demand or notice. The foregoing shall not
be in  limitation  of any  provision  contained  in any other  Loan  Instrument,
including  without  limitation any such provision  pursuant to which  Borrowers'
Liabilities  become  immediately  due and payable  without action or election by
Lender.

         3.2 Lender's  Power of  Enforcement.  If an Event of Default shall have
occurred,  Lender may,  either  with or without  entry or taking  possession  as
provided in this  Mortgage or  otherwise,  and without  regard to whether or not
Borrowers' Liabilities shall have been accelerated, and without prejudice to the
right of Lender thereafter to bring an action of foreclosure or any other action
for any  default  existing  at the time such  earlier  action was  commenced  or
arising  thereafter,  proceed by any  appropriate  action or proceeding:  (a) to
enforce  payment of the Loans and/or any other of Borrowers'  Liabilities or the
performance  of any term  hereof or any of the other  Loan  Instruments;  (b) to
foreclose  this Mortgage and to have sold, as an entirety or in separate lots or
parcels, the Mortgaged Property; and (c) to pursue any other remedy available to
it. Lender may take action either by such  proceedings or by the exercise of its
powers  with  respect  to entry or taking  possession,  or both,  as Lender  may
determine.

         3.3  Lender's  Right to Enter and Take  Possession,  Operate  and Apply
Income.

                  (a) If an Event of Default shall have occurred, (i) Mortgagor,
         upon demand of Lender,  shall forthwith  surrender to Lender the actual
         possession of the Mortgaged  Property,  and to the extent  permitted by
         law, Lender itself, or by such officers or agents as it may appoint, is
         hereby expressly  authorized to enter and take possession of all or any
         portion of the  Mortgaged  Property and may exclude  Mortgagor  and its
         agents and employees  wholly therefrom and shall have joint access with
         Mortgagor  to the books,  papers and  accounts of  Mortgagor;  and (ii)
         notwithstanding  the provisions of any lease or other  agreement to the
         contrary, Mortgagor shall pay monthly in advance to Lender, on Lender's
         entry into  possession,  or to any  receiver  appointed  to collect the
         rents,  income and other benefits of the Mortgaged  Property,  the fair
         and reasonable  rental value for the use and occupation of such part of
         the Mortgaged  Property as may be in  possession  of Mortgagor,  or any
         entity affiliated with or controlled by Mortgagor,  and upon default in
         any such payment  Mortgagor  shall vacate and  surrender  possession of
         such part of the Mortgaged Property to Lender or to such receiver,  and
         in default thereof  Mortgagor may be evicted by summary  proceedings or
         otherwise.

                  (b) If  Mortgagor  shall for any reason fail to  surrender  or
         deliver the  Mortgaged  Property  or any part  thereof  after  Lender's
         demand, Lender may obtain a Judgment or decree conferring on Lender the
         right to  'immediate  possession  or  requiring  Mortgagor  to  deliver
         immediate  possession  of all or  part  of the  Mortgaged  Property  to
         Lender,  to the  entry of which  Judgment  or decree  Mortgagor  hereby
         specifically consents.  Mortgagor shall pay to Lender, upon demand, all
         costs and expenses of obtaining  such judgment or decree and reasonable
         compensation to Lender,  its attorneys and agents,  and all such costs,
         expenses and compensation  shall, until paid, be secured by the lien of
         this Mortgage.

                  (c) Upon every  such  entering  upon or taking of  possession,
         Lender,  to the extent permitted by law, may hold, store, use, operate,
         manage and  control the  Mortgaged  Property  and conduct the  business
         thereof.

         3.4 Leases. If Lender so elects, Lender is authorized to foreclose this
Mortgage subject to or prior to the rights, if any, of any or all tenants of the
Mortgaged  Property.   Lender  may  elect.  to  foreclose  the  rights  of  some
subordinate tenants while foreclosing subject to the rights of other subordinate
tenants.

         3.5 Purchase by Lender.  Upon any foreclosure  sale, Lender may bid for
and purchase all or any portion of the Mortgaged  Property and, upon  compliance
with the terms of the sale,  may hold,  retain and  possess  and dispose of such
property in its own absolute right without further accountability.

         3.6  Application  of  Foreclosure  Sale  Proceeds.  The proceeds of any
foreclosure  sale of the  Mortgaged  Property  or any part  thereof  received by
Lender  shall be applied by Lender to the  indebtedness  secured  hereby in such
order and manner as Lender may elect.

         3.7  Application  of  Indebtedness  Toward  Purchase  Price.  Upon  any
foreclosure sale, Lender may apply any or all of the indebtedness and other sums
due to Lender under the Guaranty, the Loan Agreement, this Mortgage or any other
Loan Instrument to the price paid by Lender at the foreclosure sale.

         3.8 Waiver of Appraisement,  Valuation,  Stay, Extension and Redemption
Laws. To the extent permitted by law, Mortgagor hereby waives any and all rights
of redemption.  Mortgagor  further agrees,  to the full extent permitted by law,
that in case of an Event of  Default,  neither  Mortgagor  nor  anyone  claiming
through  or  under  it will  set up,  claim  or  seek to take  advantage  of any
reinstatement,  appraisement, valuation, stay or extension laws now or hereafter
in force, or take any other action which would prevent or hinder the enforcement
or foreclosure  of this Mortgage or the absolute sale of the Mortgaged  Property
or the final and absolute  putting into possession  thereof,  immediately  after
such sale, of the purchaser  thereat.  Mortgagor,  for itself and all who may at
any time claim  through or under it, hereby  waives,  to the full extent that it
may lawfully so do, the benefit of all such laws,  and any and all right to have
the assets comprising the Mortgaged Property  marshalled upon any foreclosure of
the lien  hereof and agrees  that  Lender or any court  having  jurisdiction  to
foreclose such lien may sell the Mortgaged Property in part or as an entirety.

         3.9 Receiver - Lender in Possession.  If an Event of Default shall have
occurred, Lender, to the extent permitted by law and without regard to the value
of the Mortgaged  Property or the adequacy of the security for the  indebtedness
and  other  sums  secured  hereby,  shall be  entitled  as a matter of right and
without any additional  showing or proof,  at Lender's  election,  to either the
appointment by the court of a receiver  (without the necessity of Lender posting
a bond) to enter  upon and take  possession  of the  Mortgaged  Property  and to
collect all rents,  income and other benefits  thereof and apply the same as the
court may direct or to be placed by the court into  possession  of the Mortgaged
Property as mortgagee  in  possession  with the same power  herein  granted to a
receiver and with all other rights and  privileges  of a mortgagee in possession
under law. The right to enter and take  possession  of and to manage and operate
the  Mortgaged  Property,  and to collect all rents,  income and other  benefits
thereof,  whether by a receiver or  otherwise,  shall be cumulative to any other
right or remedy  hereunder or afforded by law and may be exercised  concurrently
therewith or  independently  thereof  Lender shall be liable to account only for
such rents,  income and other  benefits  actually  received  by Lender,  whether
received  pursuant  to this  Section  3.9 or Section  3.3.  Notwithstanding  the
appointment  of any  receiver or other  custodian,  Lender  shall be entitled as
pledgee to the  possession  and control of any cash,  deposits or instruments at
the time held by, or payable or deliverable  under the terms of this Mortgage to
Lender.

         3.10  Mortgagor  to Pay  Borrowers'  Liabilities  in Event of  Default;
Application of Monies by Lender.

                  (a) Upon  occurrence  of an Event of Default,  Lender shall be
         entitled  to sue for and to  recover  judgment  against  Mortgagor  for
         Borrowers' Liabilities due and unpaid together with costs and expenses,
         including,  without limitation,  the reasonable compensation,  expenses
         and   disbursements   of   Lender's   agents,   attorneys   and   other
         representatives,  either  before,  after or during the  pendency of any
         proceedings  for the  enforcement  of this  Mortgage;  and the right of
         Lender to recover such judgment  shall not be affected by any taking of
         possession or  foreclosure  sale  hereunder,  or by the exercise of any
         other right,  power or remedy for the  enforcement of the terms of this
         Mortgage, or the foreclosure of the lien hereof.

                  (b) In case of a  foreclosure  sale of all or any  part of the
         Mortgaged  Property and of the  application  of the proceeds of sale to
         the  payment- of  Borrowers'  Liabilities,  Lender shall be entitled to
         enforce all other rights and remedies under the Loan Instruments.

                  (c) Mortgagor  hereby agrees,  to the extent permitted by law,
         that no  recovery  of any  judgment  by  Lender  under  any of the Loan
         Instruments,  and no  attachment  or levy of execution  upon any of the
         Mortgaged Property or any other property of Mortgagor, shall (except as
         otherwise  provided by law) in any way affect the lien of this Mortgage
         upon the  Mortgaged  Property or any part thereof or any lien,  rights,
         powers or remedies of Lender hereunder,  but such lien, rights,  powers
         and remedies  shall  continue  unimpaired  as before  until  Borrowers'
         Liabilities are paid in full.

                  (d) Any monies  collected  or  received  by Lender  under this
         Section 3. 10 shall be applied to the payment of compensation, expenses
         and disbursements of the agents, attorneys and other representatives of
         Lender,  and the balance  remaining  shall be applied to the payment of
         Borrowers'  Liabilities,  in such order and manner as Lender may elect,
         and any surplus, after payment of all Borrowers' Liabilities,  shall be
         paid to Mortgagor.

         3.11 Remedies  Cumulative.  No right power or remedy  conferred upon or
reserved to Lender by the  Guaranty,  the Loan  Agreement,  this Mortgage or any
other Loan  Instrument  or any  instrument  evidencing  or  securing  Borrowers'
Liabilities is exclusive of any other right, power or remedy, but each and every
such right power and remedy shall be cumulative  and  concurrent and shall be in
addition  to any other  right  power and  remedy  given  hereunder  or under the
Guaranty,  the Loan  Agreement or any other Loan  Instrument  or any  instrument
evidencing or securing Borrowers'  Liabilities,  or now or hereafter existing at
law, in equity or by statute.

                                  ARTICLE FOUR
                            MISCELLANEOUS PROVISIONS

         4.1  Heirs,  Successors  and  Assigns  Included  in  Parties.  Whenever
Mortgagor  or Lender is named or referred to herein,  heirs and  successors  and
assigns  of such  person or entity  shall be  included,  and all  covenants  and
agreements  contained in this Mortgage  shall bind the successors and assigns of
Mortgagor,  including any  subsequent  owner of all or any part of the Mortgaged
Property and inure to the benefit of the successors and assigns of Lender.  This
Section  4.1  shall  not  be  construed  to  permit  an  assignment,   transfer,
conveyance,  encumbrance  or  other  disposition  otherwise  prohibited  by this
Mortgage.

         4.2  Notices.  All  notices,   requests,   reports,  demands  or  other
instruments  required  or  contemplated  to be given  or  furnished  under  this
Mortgage to Mortgagor or Lender shall be directed to Mortgagor or Lender, as the
case  may  be,  in the  manner  and at the  addresses  for  notice  in the  Loan
Agreement.

         4.3 Headings.  The headings of the articles,  sections,  paragraphs and
subdivisions of this Mortgage are for convenience only, are not to be considered
a part hereof, and shall not limit,  expand or otherwise affect any of the terms
hereof

         4.4  Invalid  Provisions.  In the  event  that  any  of the  covenants,
agreements,  terms or provisions  contained in this  Mortgage  shall be Invalid,
illegal  or  unenforceable  in  any  respect,  the  validity  of  the  remaining
covenants,  agreements, terms or provisions contained herein (or the application
of the covenant,  agreement,  term held to be invalid, illegal or unenforceable,
to persons or circumstances  other than those in respect of which it is invalid,
illegal or unenforceable)  shall be in no way affected,  prejudiced or disturbed
thereby.

         4.5 Changes. Neither this Mortgage nor any term hereof may be released,
changed, waived,  discharged or terminated orally, or by any action or inaction,
but  only  by an  instrument  in  writing  signed  by the  party  against  which
enforcement of the release, change, waiver, discharge or termination is sought.

         4.6 Governing  Law.  Except with respect to the  creation,  perfection,
priority and enforcement of the lien and security  interest  created  hereunder,
all of which shall be construed,  interpreted, enforced and governed by the laws
of the State of Indiana,  the validity and interpretation of this Mortgage shall
be governed by and in accordance with the laws of the State of Illinois.

         4.7  Limitation  of  Interest.  The  provisions  of the Loan  Agreement
regarding  the  payment of lawful  interest  are hereby  incorporated  herein by
reference.

         4.8 Future Advances. This Mortgage is given to secure not only existing
indebtedness,  but also future advances (whether such advances are obligatory or
are to be made at the option of Lender,  or otherwise)  made by Lender under the
Loan  Agreement,  to the same extent as if such future advances were made on the
date of the execution of this Mortgage.  The total amount of  indebtedness  that
may be so secured may decrease or increase from time to time,  but the principal
amount of all indebtedness secured hereby shall, in no event, exceed $3,000,000.
The lien of this  Mortgage  shall  remain  in effect  until  the last  dollar of
Borrowers' Liabilities is paid in full and all of Lender's obligations under the
Loan Agreement have been terminated.

         4.9  Release.   Upon  full  payment  and   satisfaction  of  Borrowers'
Liabilities  and the  termination  of all  Lender's  obligations  under the Loan
Agreement,  Lender  shall issue to  Mortgagor  an  appropriate  release  deed in
recordable form.

         4.10 Attorneys' Fees.  Whenever reference is made herein to the payment
or  reimbursement  of  attorneys'  fees,  such fees  shall be deemed to  include
compensation to staff counsel,  if any, of Lender in addition to the fees of any
other attorneys engaged by Lender.

         4.11 Loan Agreement. The Loans are governed by terms and provisions set
forth in the Loan  Agreement and in the event of any conflict  between the terms
of this  Mortgage  and the  terms of the Loan  Agreement,  the terms of the Loan
Agreement shall control;  provided,  however, in the event there is any apparent
conflict between any particular term or provision which appears in both the Loan
Agreement  and this  Mortgage  and it Is possible for the terms of both the Loan
Agreement   and  this  Mortgage  to  be  performed  or  compiled   with,   then,
notwithstanding  the  foregoing,  both the terms of the Loan  Agreement  and the
Mortgage shall be performed or compiled with.


<PAGE>



         IN WITNESS WHEREOF, Mortgagor has caused this instrument to be executed
by its duly  authorized  officers as of the day and year first above  written on
this 12 day of December, 2000.

                                            STARCRAFT CORPORATION,
                                            an Indiana corporation

                                            By: /s/ Richard J. Mullin
                                               -------------------------------
                                            Print Name: Richard J. Mullin
                                                       -----------------------
                                            Its: Sr. Vice President
                                                ------------------------------

                                 ACKNOWLEDGMENT

STATE OF INDIANA        )
                        ) SS

COUNTY OF ELKHART       )

     I, Janis M. Neal,  a Notary  Public in and for and  residing in said County
and State,  DO HEREBY  CERTIFY  THAT Richard J.  Mullin,  the Sr. Vice Pres.  of
Starcraft Corporation, an Indiana corporation,  personally known to me to be the
same persons whose names are  subscribed to the  foregoing  instrument  appeared
before me this day in person and  acknowledged  that they  signed and  delivered
said  instrument  as  their  own  free  and  voluntary  act and as the  free and
voluntary act of said corporation for the uses and purposes therein set forth.

         GIVEN under my hand and notarial seal this 12th day of December, 2000.

                                                /s/  Janis M. Neal
                                                -------------------------------
                                                Notary Public

                                                 Janis M. Neal
                                                -------------------------------
                                                Printed Name of Notary Public

                                                October 14, 2007
                                                -------------------------------
                                                My Commission Expires:

                                                Marshall
                                                -------------------------------
                                                My County of Residence

THIS INSTRUMENT PREPARED BY
AND AFTER RECORDING RETURN TO:
Rand W. Nilsson

BARNES & THORNBURG
121 W. Franklin Street, Suite 200
Elkhart, Indiana 46516
(219) 293-0681
<PAGE>
                                   Exhibit A

                               Legal Description