POOL COMPANY WHOLESALE FINANCE PLAN
                       APPLICATION FOR WHOLESALE FINANCING
                             AND SECURITY AGREEMENT

TO:  Ford Motor Credit Company                             Date January 27, 1995
     (hereinafter  called "Ford Credit")

The undersigned           Starcraft Automotive Group, Inc.
               ---------------------------------------------------- (hereinafter
                           (POOL COMPANY'S EXACT BUSINESS NAME)

called "Dealer") of   2703 College Avenue        Goshen      IN         46526
                   -------------------------------------------------------------
                      (STREET AND NUMBER)        (CITY)    (STATE)    (ZIP CODE)



hereby requests Ford Credit to establish
and maintain for Dealer a wholesale line of credit to finance vehicles and other
merchandise (hereinafter called the "Merchandise") for Dealer under the terms of
the Ford Credit Wholesale  Finance Plan as set forth in the April,  1990 edition
of the Ford Credit Dealer Manual  entitled "Pool Company  Finance Manual" or any
subsequent  edition  thereof  (hereinafter  called the "Plan") and in connection
therewith to make advances to or on behalf of Dealer, or otherwise extend credit
to Dealer. In consideration thereof Dealer hereby agrees as follows:

1.       Advances by Ford Credit

Ford  Credit  at all  times  shall  have the  right in its  sole  discretion  to
determine the extent to which, the terms and conditions on which, and the period
for  which it will make  such  advances  or  otherwise  extend  credit to Dealer
(hereinafter called an "Advance"  (individually) or "Advances"  (collectively)),
under the Plan or otherwise. Ford Credit may, at any time and from time to time,
in its sole  discretion,  establish,  rescind or change  limits or the extent to
which financing  accommodations under the Plan will be made available to Dealer.
In  connection  with  the  extension  of  credit,  Ford  Credit  may  pay to any
manufacturer,  distributor  or other  seller of the  Merchandise  the invoice or
contract  amount  therefor and be fully  protected in relying in good faith upon
any invoice,  contract or other advice from such  manufacturer,  distributor  or
seller that the  Merchandise  described  therein has been  ordered or shipped to
Dealer and that the amount therefor is correctly  stated.  Any such payment made
by Ford  Credit to such  manufacturer,  distributor  or seller,  and any loan or
other extension of credit made by Ford Credit directly to Dealer with respect to
Merchandise of any type held by Dealer,  shall be an Advance made by Ford Credit
hereunder and shall be repayable by Dealer in accordance with the terms hereof.

From time to time Ford Credit  shall  furnish  statements  to Dealer of Advances
made by Ford  Credit  hereunder.  Dealer  shall  review the same  promptly  upon
receipt and advise Ford Credit in writing of any discrepancy  therein. If Dealer
shall fail to advise Ford Credit of any discrepancy in any such statement within
ten calendar days following the receipt thereof by Dealer,  such statement shall
be deemed to be conclusive  evidence of Advances  made by Ford Credit  hereunder
unless Dealer or Ford Credit  establishes  by a  preponderance  of evidence that
such Advances were not made or were made in different  amounts than as set forth
in such statement.

<PAGE>



2.       Interest and Service and Insurance Flat Charges

Each  Advance  made by Ford Credit  hereunder  shall bear  interest at the rates
established by Ford Credit from time to time for Dealer,  except that any amount
not paid when due  hereunder  shall bear interest at a rate that is 4 percentage
points higher than the current  pre-default rate up to the maximum contract rate
permitted by the law of the state where Dealer maintains its business as set out
above.  In addition to interest,  the  financing of  Merchandise  under the Plan
shall be subject to service  and  insurance  flat  charges  established  by Ford
Credit from time to time for Dealer.

Ford Credit  shall  advise  Dealer in writing from time to time of any change in
the interest  rate and service and insurance  flat charges  applicable to Dealer
and the effective date of such change.  Such change shall not become  effective,
however, if Dealer elects to terminate this Agreement and pay to Ford Credit the
full unpaid  balance  outstanding  under  Dealer's  wholesale line and all other
amounts due or to become due  hereunder in good funds  within ten calendar  days
after the receipt of such notice by Dealer.

3.       Payments by Dealer

The aggregate amount  outstanding from time to time of all Advances made by Ford
Credit hereunder shall constitute a single obligation of Dealer, notwithstanding
Advances are made from time to time. Unless otherwise provided in the promissory
note,  security  agreement or other instrument  evidencing the same from time to
time,  Dealer shall pay to Ford Credit,  upon demand,  the unpaid balance (or so
much thereof as may be demanded) of all Advances plus Ford Credit's interest and
flat charges with respect thereto,  and in any event, without demand, the unpaid
balance of the Advance made by Ford Credit  hereunder with respect to an item of
the  Merchandise  at or before the date on which the Dealer  commences to upfit,
modify,  complete,  add to or  otherwise  work on such item of the  merchandise.
Dealer  also  shall pay to Ford  Credit,  upon  demand,  the full  amount of any
rebate,  refund  or  other  credit  received  by  Dealer  with  respect  to  the
Merchandise.

4.       Ford Credit's Security Interest

As security for all Advances now or hereafter made by Ford Credit hereunder, and
for the  observance and  performance of all other  obligations of Dealer to Ford
Credit in connection  with the wholesale  financing of  Merchandise  for Dealer,
Dealer hereby grants to Ford Credit a security  interest in the  Merchandise now
owned or hereafter acquired by Dealer and in the proceeds,  in whatever form, of
any sale or other disposition thereof; and Dealer hereby assigns to Ford Credit,
and grants to Ford Credit a security  interest  in all  amounts  that may now or
hereafter be payable to Dealer by the manufacturer, distributor or seller of any
of the  Merchandise  by way of rebate or refund of all or any portion of (a) the
purchase  price thereof or (b) interest or other charges due or to become due to
Ford Credit from Dealer with respect to financing of Merchandise.  Dealer agrees
that Ford Credit may direct that such amounts be paid directly to it and applied
to amounts due or to become due to it from Dealer.

<PAGE>



5.       Dealer's Possession and Sale of Merchandise

Dealer's  possession of the Merchandise shall be for the sole purpose of storing
the same prior to upfitting or adding to the Merchandise.  Dealer shall keep the
Merchandise brand new and subject to inspection by Ford Credit and free from all
taxes,  liens and  encumbrances,  and any sum of money  that may be paid by Ford
Credit in  release  or  discharge  of any taxes,  liens or  encumbrances  on the
Merchandise or on any documents  executed in connection  therewith shall be paid
by Dealer to Ford Credit upon  demand.  Except as may be  necessary to remove or
transport  the same from a freight depot to Dealer's  place of business.  Dealer
shall not use or operate, or permit the use or operation of, the Merchandise for
demonstration,  hire or otherwise  without the express prior written  consent of
Ford  Credit in each  case,  and  shall  not in any  event  use the  Merchandise
illegally or  improperly.  Dealer shall not mortgage,  pledge or loan any of the
Merchandise,  and shall not transfer or  otherwise  dispose of the same prior to
the payment to Ford Credit of all amounts owed to it with respect  thereto.  Any
and all proceeds of any sale,  lease or other  disposition of the Merchandise by
Dealer  shall be received  and held by Dealer in trust for Ford Credit and shall
be fully,  faithfully and promptly  accounted for and remitted by Dealer to Ford
Credit to the extent of Dealer's  obligation  to Ford Credit with respect to the
Merchandise.

6.       Risk of Loss and Insurance Requirements

The  Merchandise  shall be at  Dealer's  sole  risk of any loss or damage to the
same,  except to the extent of any insurance  proceeds actually received by Ford
Credit with respect thereto under insurance  obtained by Ford Credit pursuant to
the Plan.  Dealer shall  indemnify  Ford Credit against all claims for injury or
damage to Persons or  property  caused by the use,  operation  or holding of the
Merchandise  and,  if  requested  to do so by Ford  Credit,  maintain at its own
expense liability insurance in connection  therewith in such form and amounts as
Ford Credit may reasonably require from time to time. In addition,  Dealer shall
insure each item of the  Merchandise  that is or may be operated for any purpose
against loss due to collision,  subject in each case to the  deductible  amounts
and limitations set forth in the Plan.

7.       Credits

All funds or other  property  belonging  to Ford  Credit and  received by Dealer
shall be  received  by Dealer in trust for Ford  Credit and shall be remitted to
Ford Credit forthwith.  Ford Credit, at all times,  shall have a right to offset
and apply any and all credits,  moneys or  properties of Dealer in Ford Credit's
possession or control against any obligation of Dealer to Ford Credit. Dealer in
Ford  Credit's  possession or control  against any  obligation of Dealer to Ford
Credit.

8.       Information Concerning Dealer

To induce Ford Credit to extend financing accommodations  hereunder,  Dealer has
submitted  information   concerning  its  business  organization  and  financial
condition,  and  certifies  that the same is  complete,  true and correct in all
respects and that the financial information contained therein and

<PAGE>



any that may be  furnished to Ford Credit from time to time  hereafter  does and
shall  fairly  present the  financial  condition  of Dealer in  accordance  with
generally accepted  accounting  principles applied on a consistent basis. Dealer
agrees to notify Ford Credit  promptly of any  material  change in its  business
organization  or financial  condition  or in any  information  relating  thereto
previously  furnished to Ford Credit.  Dealer acknowledges and intends that Ford
Credit  shall rely,  and shall have the right to rely,  on such  information  in
extending and continuing to extend financing  accommodations  to Dealer.  Dealer
hereby  authorizes Ford Credit from time to time and at all reasonable  times to
examine,  appraise and verify the existence  and  condition of all  Merchandise,
documents, commercial or other paper and other property in which Ford Credit has
or has had any title, title retention, lien, security or other interest, and all
of Dealer's books and records in any way relating to its business.

9.       Default

The following shall constitute an Event of Default hereunder.

     (a)  Dealer shall fail to promptly pay any amount now or hereafter owing to
          Ford Credit as and when the same shall become due and payable, or

     (b)  Dealer  shall fail to duly  observe or  perform  any other  obligation
          secured hereby, or

     (c)  any  representation  made by Dealer to Ford Credit shall prove to have
          been false or  misleading  in any  material  respect as of the date on
          which the same was made, or

     (d)  a  proceeding  in  bankruptcy,  insolvency  or  receivership  shall be
          instituted by or against Dealer or Dealer's property.

Upon the  occurrence  of an Event of Default  Ford  Credit may  accelerate,  and
declare  immediately  due and payable,  all or any part of the unpaid balance of
all Advances made  hereunder  together  with accrued  interest and flat charges,
without notice to anyone. In addition, Ford Credit may take immediate possession
of all property in which it has a security interest hereunder, without demand or
other notice and without  legal  process.  For this  purpose and in  furtherance
thereof if Ford Credit so requests, Dealer shall assemble such property and make
it available to Ford Credit at a reasonably  convenient place designated by Ford
Credit,  and Ford Credit shall have the right, and Dealer hereby  authorizes and
empowers Ford Credit, its agents or representatives,  to enter upon the premises
wherever such property may be and remove same. In the event Ford Credit acquires
possession of such property or any portion  thereof,  as hereinbefore  provided,
Ford  Credit  may,  in its sole  discretion  (i) sell the same,  or any  portion
thereof,  after five days'  written  notice,  at public or private  sale for the
account of Dealer, (ii) declare this agreement,  all wholesale  transactions and
Dealer's  obligations in connection therewith to be terminated and cancelled and
retain  any  sums of money  that may have  been  paid by  Dealer  in  connection
therewith,  and (iii)  enforce any other  remedy that Ford Credit may have under
applicable law. Dealer agrees that the sale by Ford Credit of any new and unused
property  repossessed by Ford Credit to the manufacturer,  distributor or seller
thereof,  or to any  person  designated  by such  manufacturer,  distributor  or
seller, at the invoice cost thereof to Dealer


<PAGE>



less any credits granted to Dealer with respect thereto and reasonable  costs of
transportation  and  reconditioning,  shall  be  deemed  to  be  a  commercially
reasonable  means of disposing of the same.  Dealer  further agrees that if Ford
Credit  shall  solicit  bids from  three or more  other  dealers  in the type of
property  repossessed by Ford Credit hereunder,  any sale by Ford Credit of such
property in bulk or in parcels to the bidder  submitting  the  highest  cash bid
therefor also shall be deemed to be a commercially reasonable means of disposing
of the same. Dealer understands and agrees, however, that such means of disposal
shall not be  exclusive  and that Ford Credit shall have the right to dispose of
any property repossessed hereunder by any commercially  reasonable means. Dealer
agrees to pay reasonable  attorneys'  fees and legal  expenses  incurred by Ford
Credit in connection with the repossession  and sale of any such property.  Ford
Credit's remedies  hereunder are cumulative and may be enforced  successively or
concurrently.

10.      General

Dealer waives the benefit of all  homestead  and exemption  laws and agrees that
the acceptance by Ford Credit of any payment after it may have become due or the
waiver  by Ford  Credit  of any  other  default  shall not be deemed to altar or
affect  Dealer's  obligations  or  Ford  Credit's  right  with  respect  to  any
subsequent payment or default.

Neither this agreement,  nor any other agreement between Dealer and Ford Credit,
or between  Dealer and any  manufacturer,  distributor  or seller  that has been
assigned to Ford Credit,  nor any funds payable by Ford Credit to Dealer,  shall
be assigned by Dealer  without the express prior written  consent of Ford Credit
in each case.

Any provision  hereof  prohibited by any  applicable law shall be ineffective to
the extent of such prohibition  without  invalidating  the remaining  provisions
hereof.  Except as herein provided, no modification hereof may be made except by
a written  instrument  duly  executed  by, or pursuant  to the  express  written
authority of an executive officer of Ford Credit.

Dealer  shall  execute  and  deliver to Ford  Credit  promissory  notes or other
evidences  of  Dealer's  indebtedness  hereunder,   security  agreements,  trust
receipts,  chattel  mortgages or any other  security  instruments  and any other
documents  which  Ford  Credit  may  reasonably   request  to  confirm  Dealer's
obligations to Ford Credit and to confirm Ford Credit's security interest in the
Merchandise  financed by Ford Credit under the Plan or in any other  property as
provided  hereunder,  and in such event the terms and conditions hereof shall be
deemed to be incorporated  therein.  Ford Credit's security or other interest in
any  Merchandise  shall not be impaired by the delivery to Dealer of Merchandise
or of bills of lading,  certificates  of  origin,  invoices  or other  documents
pertaining  thereto or by the payment by Dealer of any curtailment,  security or
other deposit or portion of the amount  financed.  The execution by Dealer or on
Dealer's  behalf of any document for the amount of any credit  extended shall be
deemed evidence of Dealer's obligation and not payment thereof. Ford Credit may,
for and in the name of Dealer,  endorse and assign any obligation transferred to
Ford Credit by Dealer and any check or other medium of payment intended to apply
upon such obligation. Ford Credit may


<PAGE>



complete  any blank  space and fill in omitted  information  on any  document or
paper furnished to it by Dealer.

Unless the context otherwise  clearly  requires,  the terms used herein shall be
given the same meaning as ascribed to them under the  provisions  of the Uniform
Commercial  Code.  Section  headings are inserted for convenience only and shall
not affect any construction or interpretation of this agreement.

This agreement  shall be interpreted in accordance with the laws of the state of
the Dealer's place of business set out above.

11.      Acceptance and Termination

Dealer waives notice of Ford  Credit's  acceptance of this  agreement and agrees
that it shall be deemed  accepted by Ford  Credit at the time Ford Credit  shall
first extend credit to Dealer under the Plan. This agreement shall be binding on
Dealer and Ford Credit and their respective successors and assigns from the date
thereof until terminated by receipt of a written notice by either party from the
other,  except that any such termination shall not relieve either party from any
obligation incurred prior to the effective date thereof.


                                        Starcraft Automotive Group, Inc.
                                        ----------------------------------------

Witness or Attest:


                                     By: /s/ Michael H. Schoeffler
--------------------------------        ----------------------------------------
                                        Michael H. Schoeffler

                                     Title: Senior Vice President
                                           -------------------------------------


<PAGE>



                               CONTINUING GUARANTY

To Ford Motor Credit Company:                  Date_________________________


For and in  consideration  of $1.00 and other good and  valuable  considerations
paid by you to each of us, the receipt and  sufficiency  of which is each hereby
acknowledged, and to induce you to make loans to and/or make advances under your
Wholesale Plan to, and to purchase or otherwise  acquire retail  instalment sale
contracts,  conditional  sale  contracts,  chattel  mortgages or other  security
instruments, or to otherwise extend credit to or do business with:

                          Imperial Automotive Group, Inc.
--------------------------------------------------------------------------------
                                 (DEALER'S NAME)

2831 Dexter Drive               Elkhart                   Indiana          46514
--------------------------------------------------------------------------------
                               (DEALER'S ADDRESS)


hereinafter  called the "Dealer",  each of the  undersigned  Guarantors  hereby,
jointly and severally,  and unconditionally,  guaranties to you, your successors
or assigns that the Dealer will fully,  promptly and faithfully perform, pay and
discharge  all  Dealer's  present  and future  obligations  to you;  and agrees,
without your first having to proceed against Dealer or to liquidate paper or any
security  therefor,  to pay on demand all sums due and to become due to you from
Dealer and all losses,  costs,  attorney's fees or expenses which you may suffer
by reason of  Dealer's  default,  and agrees to be bound by and on demand to pay
any  deficiency  established by a sale of paper or security held with or without
notice to us;  together  with a reasonable  attorney's  fee (15% if permitted by
law) if  placed  with an  attorney  for  collection  from us.  Each of us hereby
subordinates  any sums now or hereafter due to him from Dealer to the payment of
any sums now or hereafter due you from Dealer (Subordinated  Indebtedness),  and
agrees  that the  undersigned  will not,  without  your prior  written  consent,
demand,  take steps for the  collection  of, or assign,  transfer  or  otherwise
dispose of the Subordinated  Indebtedness or any part thereof or realize upon or
enforce  any  collateral  securing  the  Subordinated  Indebtedness  or any part
thereof and will not demand or accept any property of the Dealer as security for
the  Subordinated  Indebtedness  or any part  thereof  for so long as the Dealer
shall be  indebted  to you;  provided  that the  following  types of payments in
reasonable amounts shall not be subject to this Subordination  Agreement and may
be paid by the Dealer to the undersigned without your prior written consent: (a)
regular wage and salary payments for services  rendered by the undersigned,  (b)
reimbursement for ordinary business expenses advanced on behalf of Dealer by the
undersigned  or,  (c)  payments  for  materials  or  property  furnished  by the
undersigned in the ordinary course of business  dealings between the undersigned
and Dealer.

Each of the undersigned hereby assigns,  transfers and sets over unto you all of
his right, title and interest in and to the Subordinated Indebtedness and agrees
to execute any additional  assignments and instruments you may deem necessary or
desirable to effectuate,  complete,  perfect or further  confirm such assignment
and  transfer;  and  agrees to hold in trust for and  promptly  remit to you for
application  upon any  indebtedness  now or hereafter owing by the Dealer to you
any  amount  received  from the  Dealer or any other  person on  account  of the
Subordinated Indebtedness.

Each of the  undersigned  Guarantors  shall furnish to you such balance  sheets,
statements of income,  expenditure and surplus and other financial statements as
you may reasonably require from time to time.

This guaranty may be terminated  only by notice sent to you by registered  mail,
stating an  effective  date after the receipt of such  notice to you;  but shall
continue  thereafter  as to each of us who has not given such notice,  and shall
continue as to each of us giving such  notice  with  respect to any  transaction
with and any  obligation of the Dealer  incurred  prior to the effective date of
termination.  No termination hereof shall be effected by the death of any of us.
Each of us waives  notice  of  acceptance  hereof  and of  presentment,  demand,
protest  and  notice of  non-payment  or  protest  as to any note or  obligation
signed,  accepted,  endorsed or assigned to you by Dealer,  and all  exemptions,
rights of dower and homestead laws and any other demands and notices required by
law, and we waive all set-offs and counterclaims.  You may renew, extend, modify
or transfer any  obligations of Dealer or of its customers or of  co-guarantors,
may accept partial payments thereon or settle,  release,  compound,  compromise,
collect or otherwise liquidate any obligation or security therefor in any manner
and bid and purchase at any sale without  affecting or impairing the  obligation
of any of us hereunder.

It is contemplated  that this is and is intended to be the personal  guaranty of
payment and  performance of each individual who signs this  instrument,  and any
language in  connection  with any  signature  indicating  a capacity  other than
personal  shall be deemed  stricken from and shall not be part of the signature;
but this provision  shall not apply to the signature of a person who signs as an
officer  of a  corporation  which is not the  Dealer,  and which  executes  this
instrument as its corporate guaranty.



<PAGE>



This  instrument  shall  bind our  respective  heirs,  administrators,  personal
representatives,  successors and assigns, and shall inure to your successors and
assigns.  All of your rights are  cumulative  and not  alternative.  Witness our
hand(s) and seal(s) the day and year first above written.

              (                         (Seal)                        Address
               -------------------------       ----------------------
      For     (                         (Seal)                        Address
               -------------------------       ----------------------
  Individual  (                         (Seal)                        Address
               -------------------------       ----------------------
 Guarantors   (                         (Seal)                        Address
               -------------------------       ----------------------
              (                         (Seal)                        Address
               -------------------------       ----------------------
              (                         (Seal)                        Address


              Witness                          Address
                     -------------------------        ------------------------
              (Starcraft Corporation
              (                                Attest/s/[NOT LEGIBLE]
              ( By \s\Michael H. Schoeffler          ---------------------------
                   ------------------------                SECRETARY
                   Michael H. Schoeffler                (CORPORATE SEAL)
        For   (    Senior Vice President
   Corporate  (
  Guarantors  (
              (                                Attest__________________________
              (                                                 SECRETARY
              ( By                                           (CORPORATE SEAL)
                   ----------------------------



<PAGE>



                               CONTINUING GUARANTY

To Ford Motor Credit Company:                   Date__________________________


For and in  consideration  of $1.00 and other good and  valuable  considerations
paid by you to each of us, the receipt and  sufficiency  of which is each hereby
acknowledged, and to induce you to make loans to and/or make advances under your
Wholesale Plan to, and to purchase or otherwise  acquire retail  instalment sale
contracts,  conditional  sale  contracts,  chattel  mortgages or other  security
instruments, or to otherwise extend credit to or do business with:

                          Starcraft Automotive Group, Inc.
--------------------------------------------------------------------------------
                                 (DEALER'S NAME)

2703 College Avenue            Goshen                   Indiana          46526
--------------------------------------------------------------------------------
                               (DEALER'S ADDRESS)

hereinafter  called the "Dealer",  each of the  undersigned  Guarantors  hereby,
jointly and severally,  and unconditionally,  guaranties to you, your successors
or assigns that the Dealer will fully,  promptly and faithfully perform, pay and
discharge  all  Dealer's  present  and future  obligations  to you;  and agrees,
without your first having to proceed against Dealer or to liquidate paper or any
security  therefor,  to pay on demand all sums due and to become due to you from
Dealer and all losses,  costs,  attorney's fees or expenses which you may suffer
by reason of  Dealer's  default,  and agrees to be bound by and on demand to pay
any  deficiency  established by a sale of paper or security held with or without
notice to us;  together  with a reasonable  attorney's  fee (15% if permitted by
law) if  placed  with an  attorney  for  collection  from us.  Each of us hereby
subordinates  any sums now or hereafter due to him from Dealer to the payment of
any sums now or hereafter due you from Dealer (Subordinated  Indebtedness),  and
agrees  that the  undersigned  will not,  without  your prior  written  consent,
demand,  take steps for the  collection  of, or assign,  transfer  or  otherwise
dispose of the Subordinated  Indebtedness or any part thereof or realize upon or
enforce  any  collateral  securing  the  Subordinated  Indebtedness  or any part
thereof and will not demand or accept any property of the Dealer as security for
the  Subordinated  Indebtedness  or any part  thereof  for so long as the Dealer
shall be  indebted  to you;  provided  that the  following  types of payments in
reasonable amounts shall not be subject to this Subordination  Agreement and may
be paid by the Dealer to the undersigned without your prior written consent: (a)
regular wage and salary payments for services  rendered by the undersigned,  (b)
reimbursement for ordinary business expenses advanced on behalf of Dealer by the
undersigned  or,  (c)  payments  for  materials  or  property  furnished  by the
undersigned in the ordinary course of business  dealings between the undersigned
and Dealer.

Each of the undersigned hereby assigns,  transfers and sets over unto you all of
his right, title and interest in and to the Subordinated Indebtedness and agrees
to execute any additional  assignments and instruments you may deem necessary or
desirable to effectuate,  complete,  perfect or further  confirm such assignment
and  transfer;  and  agrees to hold in trust for and  promptly  remit to you for
application  upon any  indebtedness  now or hereafter owing by the Dealer to you
any  amount  received  from the  Dealer or any other  person on  account  of the
Subordinated Indebtedness.

Each of the  undersigned  Guarantors  shall furnish to you such balance  sheets,
statements of income,  expenditure and surplus and other financial statements as
you may reasonably require from time to time.

This guaranty may be terminated  only by notice sent to you by registered  mail,
stating an  effective  date after the receipt of such  notice to you;  but shall
continue  thereafter  as to each of us who has not given such notice,  and shall
continue as to each of us giving such  notice  with  respect to any  transaction
with and any  obligation of the Dealer  incurred  prior to the effective date of
termination.  No termination hereof shall be effected by the death of any of us.
Each of us waives  notice  of  acceptance  hereof  and of  presentment,  demand,
protest  and  notice of  non-payment  or  protest  as to any note or  obligation
signed,  accepted,  endorsed or assigned to you by Dealer,  and all  exemptions,
rights of dower and homestead laws and any other demands and notices required by
law, and we waive all set-offs and counterclaims.  You may renew, extend, modify
or transfer any  obligations of Dealer or of its customers or of  co-guarantors,
may accept partial payments thereon or settle,  release,  compound,  compromise,
collect or otherwise liquidate any obligation or security therefor in any manner
and bid and purchase at any sale without  affecting or impairing the  obligation
of any of us hereunder.

It is contemplated  that this is and is intended to be the personal  guaranty of
payment and  performance of each individual who signs this  instrument,  and any
language in  connection  with any  signature  indicating  a capacity  other than
personal  shall be deemed  stricken from and shall not be part of the signature;
but this provision  shall not apply to the signature of a person who signs as an
officer  of a  corporation  which is not the  Dealer,  and which  executes  this
instrument as its corporate guaranty.

<PAGE>



This  instrument  shall  bind our  respective  heirs,  administrators,  personal
representatives,  successors and assigns, and shall inure to your successors and
assigns.  All of your rights are  cumulative  and not  alternative.  Witness our
hand(s) and seal(s) the day and year first above written.



                  (                        (Seal)                      Address
                   ------------------------       --------------------
      For         (                        (Seal)                      Address
                   ------------------------       --------------------
  Individual      (                        (Seal)                      Address
                   ------------------------       --------------------
 Guarantors       (                        (Seal)                      Address
                   ------------------------       --------------------
                  (                        (Seal)                      Address
                   ------------------------       --------------------
                  (                        (Seal)                      Address



                  Witness______________________  Address________________________
                  (  Starcraft Corporation
                  (---------------------------------- Attest /s/ [Not Legible]
                  ( By \s\Michael H. Schoeffler             --------------------
                       ------------------------------            SECRETARY
                       Michael H. Schoeffler                  (CORPORATE SEAL)
        For       (    Senior Vice President
   Corporate      (
  Guarantors      (
                  (                                  Attest_____________________
                  (                                               SECRETARY
                  ( By                                         (CORPORATE SEAL)
                       ------------------------------

<PAGE>



                               CONTINUING GUARANTY

To Ford Motor Credit Company:                     Date_________________________


For and in  consideration  of $1.00 and other good and  valuable  considerations
paid by you to each of us, the receipt and  sufficiency  of which is each hereby
acknowledged, and to induce you to make loans to and/or make advances under your
Wholesale Plan to, and to purchase or otherwise  acquire retail  instalment sale
contracts,  conditional  sale  contracts,  chattel  mortgages or other  security
instruments, or to otherwise extend credit to or do business with:

                          Starcraft Automotive Group, Inc.
--------------------------------------------------------------------------------
                                 (DEALER'S NAME)

2703 College Avenue             Goshen                   Indiana          46526
--------------------------------------------------------------------------------
                               (DEALER'S ADDRESS)

hereinafter  called the "Dealer",  each of the  undersigned  Guarantors  hereby,
jointly and severally,  and unconditionally,  guaranties to you, your successors
or assigns that the Dealer will fully,  promptly and faithfully perform, pay and
discharge  all  Dealer's  present  and future  obligations  to you;  and agrees,
without your first having to proceed against Dealer or to liquidate paper or any
security  therefor,  to pay on demand all sums due and to become due to you from
Dealer and all losses,  costs,  attorney's fees or expenses which you may suffer
by reason of  Dealer's  default,  and agrees to be bound by and on demand to pay
any  deficiency  established by a sale of paper or security held with or without
notice to us;  together  with a reasonable  attorney's  fee (15% if permitted by
law) if  placed  with an  attorney  for  collection  from us.  Each of us hereby
subordinates  any sums now or hereafter due to him from Dealer to the payment of
any sums now or hereafter due you from Dealer (Subordinated  Indebtedness),  and
agrees  that the  undersigned  will not,  without  your prior  written  consent,
demand,  take steps for the  collection  of, or assign,  transfer  or  otherwise
dispose of the Subordinated  Indebtedness or any part thereof or realize upon or
enforce  any  collateral  securing  the  Subordinated  Indebtedness  or any part
thereof and will not demand or accept any property of the Dealer as security for
the  Subordinated  Indebtedness  or any part  thereof  for so long as the Dealer
shall be  indebted  to you;  provided  that the  following  types of payments in
reasonable amounts shall not be subject to this Subordination  Agreement and may
be paid by the Dealer to the undersigned without your prior written consent: (a)
regular wage and salary payments for services  rendered by the undersigned,  (b)
reimbursement for ordinary business expenses advanced on behalf of Dealer by the
undersigned  or,  (c)  payments  for  materials  or  property  furnished  by the
undersigned in the ordinary course of business  dealings between the undersigned
and Dealer.

Each of the undersigned hereby assigns,  transfers and sets over unto you all of
his right, title and interest in and to the Subordinated Indebtedness and agrees
to execute any additional  assignments and instruments you may deem necessary or
desirable to effectuate,  complete,  perfect or further  confirm such assignment
and  transfer;  and  agrees to hold in trust for and  promptly  remit to you for
application  upon any  indebtedness  now or hereafter owing by the Dealer to you
any  amount  received  from the  Dealer or any other  person on  account  of the
Subordinated Indebtedness.

Each of the  undersigned  Guarantors  shall furnish to you such balance  sheets,
statements of income,  expenditure and surplus and other financial statements as
you may reasonably require from time to time.

This guaranty may be terminated  only by notice sent to you by registered  mail,
stating an  effective  date after the receipt of such  notice to you;  but shall
continue  thereafter  as to each of us who has not given such notice,  and shall
continue as to each of us giving such  notice  with  respect to any  transaction
with and any  obligation of the Dealer  incurred  prior to the effective date of
termination.  No termination hereof shall be effected by the death of any of us.
Each of us waives  notice  of  acceptance  hereof  and of  presentment,  demand,
protest  and  notice of  non-payment  or  protest  as to any note or  obligation
signed,  accepted,  endorsed or assigned to you by Dealer,  and all  exemptions,
rights of dower and homestead laws and any other demands and notices required by
law, and we waive all set-offs and counterclaims.  You may renew, extend, modify
or transfer any  obligations of Dealer or of its customers or of  co-guarantors,
may accept partial payments thereon or settle,  release,  compound,  compromise,
collect or otherwise liquidate any obligation or security therefor in any manner
and bid and purchase at any sale without  affecting or impairing the  obligation
of any of us hereunder.

It is contemplated  that this is and is intended to be the personal  guaranty of
payment and  performance of each individual who signs this  instrument,  and any
language in  connection  with any  signature  indicating  a capacity  other than
personal  shall be deemed  stricken from and shall not be part of the signature;
but this provision  shall not apply to the signature of a person who signs as an
officer  of a  corporation  which is not the  Dealer,  and which  executes  this
instrument as its corporate guaranty.

<PAGE>



This  instrument  shall  bind our  respective  heirs,  administrators,  personal
representatives,  successors and assigns, and shall inure to your successors and
assigns.  All of your rights are  cumulative  and not  alternative.  Witness our
hand(s) and seal(s) the day and year first above written.

                  (                        (Seal)                      Address
                   ------------------------       --------------------
      For         (                        (Seal)                      Address
                   ------------------------       --------------------
  Individual      (                        (Seal)                      Address
                   ------------------------       --------------------
 Guarantors       (                        (Seal)                      Address
                   ------------------------       --------------------
                  (                        (Seal)                      Address
                   ------------------------       --------------------
                  (                        (Seal)                      Address



                  Witness                        Address
                         ----------------------         ------------------------

                  (Imperial Automotive Group, Inc.
                  (                                  Attest /s/ [NOT LEGIBLE]
                  (                                        ---------------------
                  ( By  /s/ [NOT LEGIBLE]                           SECRETARY
                       ------------------------------         (CORPORATE SEAL)
        For       (    [NOT LEGIBLE]
   Corporate      (    Senior Vice President
  Guarantors      (
                  (                                  Attest
                  (                                        ---------------------
                  (                                              SECRETARY
                  ( By                                         (CORPORATE SEAL)
                       ------------------------------



                                      -18-


<PAGE>



                               CONTINUING GUARANTY

To Ford Motor Credit Company:                 Date
                                                  ------------------------------


For and in  consideration  of $1.00 and other good and  valuable  considerations
paid by you to each of us, the receipt and  sufficiency  of which is each hereby
acknowledged, and to induce you to make loans to and/or make advances under your
Wholesale Plan to, and to purchase or otherwise  acquire retail  instalment sale
contracts,  conditional  sale  contracts,  chattel  mortgages or other  security
instruments, or to otherwise extend credit to or do business with:

                          Imperial Automotive Group, Inc.
--------------------------------------------------------------------------------
                                 (DEALER'S NAME)

2831 Dexter Drive               Elkhart                   Indiana          46514
--------------------------------------------------------------------------------
                               (DEALER'S ADDRESS)

hereinafter  called the "Dealer",  each of the  undersigned  Guarantors  hereby,
jointly and severally,  and unconditionally,  guaranties to you, your successors
or assigns that the Dealer will fully,  promptly and faithfully perform, pay and
discharge  all  Dealer's  present  and future  obligations  to you;  and agrees,
without your first having to proceed against Dealer or to liquidate paper or any
security  therefor,  to pay on demand all sums due and to become due to you from
Dealer and all losses,  costs,  attorney's fees or expenses which you may suffer
by reason of  Dealer's  default,  and agrees to be bound by and on demand to pay
any  deficiency  established by a sale of paper or security held with or without
notice to us;  together  with a reasonable  attorney's  fee (15% if permitted by
law) if  placed  with an  attorney  for  collection  from us.  Each of us hereby
subordinates  any sums now or hereafter due to him from Dealer to the payment of
any sums now or hereafter due you from Dealer (Subordinated  Indebtedness),  and
agrees  that the  undersigned  will not,  without  your prior  written  consent,
demand,  take steps for the  collection  of, or assign,  transfer  or  otherwise
dispose of the Subordinated  Indebtedness or any part thereof or realize upon or
enforce  any  collateral  securing  the  Subordinated  Indebtedness  or any part
thereof and will not demand or accept any property of the Dealer as security for
the  Subordinated  Indebtedness  or any part  thereof  for so long as the Dealer
shall be  indebted  to you;  provided  that the  following  types of payments in
reasonable amounts shall not be subject to this Subordination  Agreement and may
be paid by the Dealer to the undersigned without your prior written consent: (a)
regular wage and salary payments for services  rendered by the undersigned,  (b)
reimbursement for ordinary business expenses advanced on behalf of Dealer by the
undersigned  or,  (c)  payments  for  materials  or  property  furnished  by the
undersigned in the ordinary course of business  dealings between the undersigned
and Dealer.

Each of the undersigned hereby assigns,  transfers and sets over unto you all of
his right, title and interest in and to the Subordinated Indebtedness and agrees
to execute any additional  assignments and instruments you may deem necessary or
desirable to effectuate, complete, perfect or further

                                      -19-


<PAGE>



confirm  such  assignment  and  transfer;  and  agrees  to hold in trust for and
promptly remit to you for  application  upon any  indebtedness  now or hereafter
owing by the  Dealer to you any  amount  received  from the  Dealer or any other
person on account of the Subordinated Indebtedness.

Each of the  undersigned  Guarantors  shall furnish to you such balance  sheets,
statements of income,  expenditure and surplus and other financial statements as
you may reasonably require from time to time.

This guaranty may be terminated  only by notice sent to you by registered  mail,
stating an  effective  date after the receipt of such  notice to you;  but shall
continue  thereafter  as to each of us who has not given such notice,  and shall
continue as to each of us giving such  notice  with  respect to any  transaction
with and any  obligation of the Dealer  incurred  prior to the effective date of
termination.  No termination hereof shall be effected by the death of any of us.
Each of us waives  notice  of  acceptance  hereof  and of  presentment,  demand,
protest  and  notice of  non-payment  or  protest  as to any note or  obligation
signed,  accepted,  endorsed or assigned to you by Dealer,  and all  exemptions,
rights of dower and homestead laws and any other demands and notices required by
law, and we waive all set-offs and counterclaims.  You may renew, extend, modify
or transfer any  obligations of Dealer or of its customers or of  co-guarantors,
may accept partial payments thereon or settle,  release,  compound,  compromise,
collect or otherwise liquidate any obligation or security therefor in any manner
and bid and purchase at any sale without  affecting or impairing the  obligation
of any of us hereunder.

It is contemplated  that this is and is intended to be the personal  guaranty of
payment and  performance of each individual who signs this  instrument,  and any
language in  connection  with any  signature  indicating  a capacity  other than
personal  shall be deemed  stricken from and shall not be part of the signature;
but this provision  shall not apply to the signature of a person who signs as an
officer  of a  corporation  which is not the  Dealer,  and which  executes  this
instrument as its corporate guaranty.

                                                       -20-


<PAGE>


This  instrument  shall  bind our  respective  heirs,  administrators,  personal
representatives,  successors and assigns, and shall inure to your successors and
assigns.  All of your rights are  cumulative  and not  alternative.  Witness our
hand(s) and seal(s) the day and year first above written.


             (                        (Seal)                      Address
              ------------------------       --------------------
      For    (                        (Seal)                      Address
              ------------------------       --------------------
  Individual (                        (Seal)                      Address
              ------------------------       --------------------
 Guarantors  (                        (Seal)                      Address
              ------------------------       --------------------
             (                        (Seal)                      Address
              ------------------------       --------------------
             (                        (Seal)                      Address



             Witness                        Address
                    ----------------------         ------------------------

             (Starcraft Automotive Group, Inc.
             (                                  Attest \s\Michael H. Schoeffler
             (                                         ------------------------
             ( By \s\Michael H. Schoeffler                  SECRETARY
                  ------------------------------         (CORPORATE SEAL)
        For  (    Michael H. Schoeffler
   Corporate (    Senior Vice President
  Guarantors (
             (                                  Attest
             (                                        -------------------------
             (                                              SECRETARY
             ( By                                         (CORPORATE SEAL)
                  ------------------------------




                                      -21-