WAIVER, CONSENT AND SECOND AMENDMENT TO LOAN AGREEMENT

     THIS WAIVER,  CONSENT AND SECOND  AMENDMENT  (this  "Amendment") is entered
into as of December 12, 2000, among Starcraft Automotive Group, Inc. ("SAG"), an
Indiana   corporation,   National  Mobility   Corporation  ("NMC"),  an  Indiana
corporation,  Starcraft Corporation ("SC"), an Indiana corporation, and Imperial
Automotive Group, Inc. ("IAG"),  an Indiana  corporation,  (SAG, NMC, SC and IAG
are each individually a "Company", and collectively  "Companies"),  and Foothill
Capital Corporation, a California corporation ("Lender").

     WHEREAS,  Companies and Lender are parties to a Loan and Security Agreement
dated as of  November  20,  1998  (as  amended  from  time to  time,  the  "Loan
Agreement"); and

     WHEREAS,  Companies  have requested that Lender (i) waive certain Events of
Default under the Loan Agreement,  (ii) consent to (A) the incurrence by SC of a
loan in an amount not to exceed $1,500,000 in favor of Tecstar,  LLC pursuant to
that certain subordinated note dated December 12, 2000 (the "Subordinated Note")
executed by SC in favor of Tecstar,  LLC (the "Tecstar  Loan") and (B) the grant
by SC to Tecstar,  LLC of a first priority security interest in two and one half
(2.5) units of  Tecstar,  LLC to secure the Tecstar  Loan (the  "Tecstar  Lien")
pursuant to that  certain  pledge  agreement  dated as of December 12, 2000 (the
"Tecstar Pledge  Agreement")  executed by SC in favor of Tecstar,  LLC and (iii)
amend the Loan  Agreement,  and  Lender has agreed to do so subject to the terms
and conditions contained herein;

     NOW  THEREFORE,  in  consideration  of the premises  and mutual  agreements
herein contained, the parties hereto agree as follows:

     1. Defined Terms.  Unless otherwise defined herein,  capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.

     2. Waivers.  Borrowers  have notified  Lender that  Borrowers have breached
Section  7.20(a) of the Loan  Agreement for the fiscal  quarter ended October 1,
2000 and Section  7.20(b) for the fiscal quarters ended July 2, 2000 and October
1,  2000,  resulting  in  Events of  Default  under  subsection  8.2 of the Loan
Agreement (the "Existing Events of Default").

     In reliance upon the  representations and warranties of Borrowers set forth
in section 7 below and subject to the  satisfaction  of the conditions set forth
in section 6 below,  Lender hereby waives the Existing Events of Default and any
rights and remedies that are available to Lender under the Loan  Agreement,  the
other Loan Documents or applicable law in respect  thereof.  Except as set forth
hereinabove,  the foregoing  waiver shall not constitute  (a) a modification  or
alteration of the terms,  conditions  or covenants of the Loan  Agreement or any
other Loan Document,  (b) a waiver of any other breach of, or any other Event of
Default  under,  the Loan  Agreement or any other Loan Document or (c) a waiver,
release or  limitation  upon the  exercise  by the Lender of any of its  rights,
legal or  equitable,  under the Loan  Agreement,  the other Loan  Documents  and
applicable law, all of which are hereby reserved.

     3. Consent. Subject to the conditions to effectiveness set forth in Section
6 below,  Lender hereby consents to the incurrence by SC of the Tecstar Loan and
the  granting  by SC of the Tecstar  Lien,  provided,  that the Tecstar  Loan is
subordinated to the Obligations on terms and conditions  satisfactory to Lender.
This consent shall not constitute (a) a modification or alteration of the terms,
conditions  or covenants of the Loan  Agreement or any document  entered into in
connection therewith,  or (b) a waiver,  release or limitation upon the exercise
by Lender of any of its rights, legal or equitable,  hereunder, except as to the
matters to which Lender herein expressly  consents.  Except as set forth herein,
Lender  reserves  any and all rights and  remedies  which it has had, has or may
have under the Loan Agreement.

     4.  Amendments  to  Loan  Agreement.  Subject  to the  satisfaction  of the
conditions  set forth in Section 6 hereof,  the Loan Agreement is hereby amended
as follows:

     (a) The definition of the term "Change of Control" contained in Section 1.1
of the Loan  Agreement  is hereby  amended  and  restated  in its  entirety,  as
follows:

                  "Change of Control"  shall be deemed to have  occurred at such
         time as (i) a "person" or "group,  other than Kelly  Rose"  (within the
         meaning of Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act
         of 1934),  excluding  Kelly Rose,  becomes the  "beneficial  owner" (as
         defined  in Rule  13d-3  under the  Securities  Exchange  Act of 1934),
         directly or  indirectly,  of more than 20% of the total voting power of
         all classes of stock then  outstanding of any Company  entitled to vote
         in the election of directors; or (ii) a "person" or "group" (within the
         meaning of Sections 13(d) and 14(d)(2) of the  Securities  Exchange Act
         of 1934) which includes Kelly Rose becomes the  "beneficial  owner" (as
         defined  in Rule  13d-3  under the  Securities  Exchange  Act of 1934),
         directly or  indirectly,  of more than 49% of the total voting power of
         all classes of stock then  outstanding of any Company  entitled to vote
         in the election of directors.

     (b) A new definition of the term  "Collateral  Letters of Credit" is hereby
inserted into Section 1.1 of the Loan Agreement, in the appropriate alphabetical
order, as follows:

                  "Collateral  Letters of Credit" means those certain letters of
         credit,  each in the face  amount of not less than  $750,000  issued in
         favor of Lender by an issuer  satisfactory to Lender,  substantially in
         the form of Exhibit L-1.

     (c) The  definition  of the term  "EBITDA"  contained in Section 1.1 of the
Loan Agreement is hereby amended and restated in its entirety, as follows:

                  "EBITDA" means, for any period, the consolidated net income of
         SC (including Tecstar, LLC) for such period (exclusive of extraordinary
         gains and losses), plus interest,  taxes, depreciation and amortization
         deducted in determining such net income for such period.

     (d) The  definition of the term  "Maximum  Revolving  Amount"  contained in
Section  1.1 of the  Loan  Agreement  is  hereby  amended  and  restated  in its
entirety, as follows:

                  "Maximum   Revolving   Amount"  means   $14,000,000  less  the
         outstanding principal amount of the Term Loan.

     (e) The  definition  of the term  "Tecstar  Loan  Agreement"  contained  in
Section  1.1 of the  Loan  Agreement  is  hereby  amended  and  restated  in its
entirety, as follows:

                  "Tecstar Loan Agreement"  means that certain Loan and Security
         Agreement  dated as of  December  12,  2000  between  Tecstar,  LLC and
         Foothill.

     (f) Section  2.1(a) of the Loan Agreement is hereby amended and restated in
its entirety, as follows:

               (a)  Subject  to the  terms  and  conditions  of this  Agreement,
          Foothill  agrees to make  advances  ("Advances")  to  Borrowers  in an
          amount outstanding not to exceed at any one time the lesser of (i) the
          Maximum  Revolving Amount less the outstanding  balance of all undrawn
          or unreimbursed Letters of Credit, or (ii) the Borrowing Base less (A)
          the aggregate amount of all undrawn or unreimbursed Letters of Credit.
          For purposes of this  Agreement,  "Borrowing  Base", as of any date of
          determination, shall mean the result of:

                    (v) the lesser of (i) 85% of Eligible Accounts of Borrowers,
               less the amount,  if any, of the  Dilution  Reserve,  and (ii) an
               amount equal to Borrowers'  Collections  with respect to Accounts
               of Borrowers for the immediately preceding 60 day period, plus

                    (w) the lower of (i) $6,000,000, and (ii) the sum of (A) the
               lower  of  (1)  75%  of  the  value  of  the  Eligible  Inventory
               consisting   of  uncut  chassis  owned  by  a  Borrower  and  (2)
               $3,000,000,  and (B) the  lower  of (1) 75% of the  value  of the
               Eligible  Inventory  consisting of finished goods, and (2) 80% of
               the orderly  liquidation value (as determined by an appraiser and
               an appraisal methodology  acceptable to Foothill) of the Eligible
               Inventory consisting of finished goods, plus

                    (x) the lowest of (i) $3,000,000, (ii) the sum of 35% of the
               value of the Eligible  Inventory  consisting of raw materials and
               10% of the Additional Raw Material Availability Amount, and (iii)
               80%  of  the  orderly  liquidation  value  (as  determined  by an
               appraiser and an appraisal methodology acceptable to Foothill) of
               the Eligible Inventory consisting of raw materials, plus

                    (y) the  aggregate  undrawn  face  amount of the  Collateral
               Letters of Credit not to exceed $1,500,000, minus

                    (z) the aggregate amount of reserves, if any, established by
               Foothill under Section 2.1(b);

         provided,  that the aggregate  Advances  outstanding  predicated on the
         availability  described  in clauses  (w) and (x) above shall not exceed
         160% of the amount of  availability  created  under clause (v) above at
         any time.

     (g) A new Section 2.1(e) is added to the Loan Agreement as follows:

               (e) Foothill may draw upon the Collateral  Letters of Credit upon
          the  earlier of (A) the  occurrence  of an Event of Default and (B) at
          any  time  within  60 days of the  expiration  date of the  Collateral
          Letters of Credit.  All proceeds in respect of the Collateral  Letters
          of Credit may be applied by Foothill to the  Obligations in such order
          and manner as Foothill  shall elect.  At the request of the Borrowers,
          Foothill  shall return the  Collateral  Letters of Credit to Borrowers
          provided,  that (A) no  Event of  Default  exists  or would be  caused
          thereby and (B) after the return of the Collateral  Letters of Credit,
          Excess Availability shall be not less than $500,000.

     (h)  Section  2.6(d)  of the Loan  Agreement  is hereby  amended  to delete
reference to "7%" in the first sentence  thereof,  and to substitute  therefor a
reference to "6%."

     (i) Section 3.4 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:

          3.4  Term; Automatic Renewal.

                           This  Agreement  shall  become   effective  upon  the
         execution  and  delivery  hereof by  Borrowers  and  Foothill and shall
         continue  in full force and  effect for a term  ending on the date (the
         "Renewal   Date")  that  is  five  years  from  the  Closing  Date  and
         automatically   shall  be  renewed  for  successive  one  year  periods
         thereafter,  unless  sooner  terminated  pursuant to the terms  hereof.
         Either Borrowers or Foothill may terminate this Agreement  effective on
         the Renewal Date or on any one year  anniversary of the Renewal Date by
         giving  the  other  parties  at least  90 days  prior  written  notice;
         provided,  that  Borrowers  may not  terminate  this  Agreement  unless
         contemporaneously  therewith the Tecstar Loan  Agreement is terminated.
         The  foregoing  notwithstanding,  Foothill  shall  have  the  right  to
         terminate its obligations under this Agreement  immediately and without
         notice upon the occurrence and during the  continuation  of an Event of
         Default.

     (j) Section 3.6 of the Loan Agreement is hereby amended and restated in its
entirety, as follows:

          3.6  Early Termination by Borrowers.

               The  provisions  of Section  3.4 that allow  termination  of this
          Agreement  by   Borrowers   only  on  the  Renewal  Date  and  certain
          anniversaries thereof  notwithstanding,  Borrowers have the option, at
          any time upon 90 days prior written  notice to Foothill,  to terminate
          this  Agreement  by  paying  to  Foothill,  in cash,  the  Obligations
          (including  an  amount  equal  to 102% of the  undrawn  amount  of the
          Letters of  Credit),  in full,  together  with a premium  (the  "Early
          Termination  Premium")  equal to (a) 2% of the Maximum  Amount if such
          termination  occurs on or before  the fourth  anniversary  of the date
          hereof,  and (b) 1% of the Maximum Amount if such  termination  occurs
          after the fourth  anniversary  of the date hereof but on or before the
          fifth anniversary of the date hereof or 1% after the fifth anniversary
          of the date hereof but before the end of any renewal term.

     (k) The first  sentence  of Section  5.12 of the Loan  Agreement  is hereby
amended and restated in its entirety, as follows:

          Each Company (other than IAG and NMC) is Solvent.

     (l) Section 7.20 of the Loan  Agreement  is hereby  amended and restated in
its entirety, as follows:

     7.20 Financial Covenants.

          Fail to maintain:

          (A)  Tangible  Net Worth.  Tangible Net Worth of at least (i) negative
     $3,200,000  as of the last day of the fiscal  quarter  ending on the Sunday
     closest to December 31, 2000,  (ii) negative  $1,500,000 as of the last day
     of the fiscal quarter ending on the Sunday closest to March 31, 2001, (iii)
     $600,000  as of the last day of the  fiscal  quarter  ending on the  Sunday
     closest to June 30,  2001,  and (iv)  $1,200,000  as of the last day of the
     fiscal quarter ending on the Sunday closest to September 30, 2001. For each
     fiscal  quarter  ending  after the Sunday  closest to  September  30, 2001,
     Companies shall maintain  Tangible Net Worth at a level to be determined by
     Foothill,  which level will be based on Companies'  projections  (but in no
     event will Tangible Net Worth as of the last day of any such fiscal quarter
     be less than $1,200,000);

          (B) EBITDA.  EBITDA of at least (i)  negative  $500,000 for the fiscal
     quarter ending on the Sunday closest to December 31, 2000;  (ii) $2,400,000
     for the  fiscal  quarter  ending on the Sunday  closest to March 31,  2001;
     (iii)  $2,900,000  for the fiscal  quarter  ending on the Sunday closest to
     June 30, 2001;  and (iv)  $1,300,000  for the fiscal  quarter ending on the
     Sunday  closest to September 30, 2001. For each fiscal quarter ending after
     the Sunday closest to September 30, 2001,  Companies  shall maintain EBITDA
     at a level to be  determined  by  Foothill,  which  level  will be based on
     Companies' projections (but in no event shall EBITDA for any fiscal quarter
     be less than the  level of EBITDA  required  for the  corresponding  fiscal
     quarter in the immediate preceding fiscal year).

     Companies  agree to deliver to  Foothill  projections  for each fiscal year
     prior to the beginning of such fiscal year and such projections shall be in
     form and substance acceptable to Foothill.

     (m) The Loan  Agreement is hereby amended by adding Exhibit L-1 in the form
attached hereto.

     5. Ratification.  This Amendment, subject to satisfaction of the conditions
provided below, shall constitute  amendment to the Loan Agreement and all of the
Loan Documents as appropriate to express the agreements contained herein. In all
other respects, the Loan Agreement and the Loan Documents shall remain unchanged
and in full force and effect in accordance with their original terms.

     6. Condition to Effectiveness.  Subject to Section 7 below, the consent and
amendments  to the Loan  Agreement  set  forth in this  Amendment  shall  become
effective  as of the date of this  Amendment  and upon the  satisfaction  of the
following conditions precedent in form and substance satisfactory to Lender:

          (a)  Amendment.   Execution  by  the  Companies  and  Lender  of  this
               Amendment and delivery thereof to Lender;

          (b)  Letter of Credit. The issuance of the Collateral Letter of Credit
               in favor of Lender;

          (c)  Tecstar  Loan.  Evidence of receipt by SC of the  proceeds of the
               Tecstar Loan together  with delivery to Lender of fully  executed
               copies of the Subordinated Note and Tecstar Pledge Agreement;

          (d)  Subordination  Agreement.  The execution and delivery by Tecstar,
               LLC and SC of a  subordination  agreement in favor of Lender with
               respect to the Tecstar Loan; and

          (e)  No Default.  No Event of Default or event which,  with the giving
               of notice or the passage of time, or both,  would become an Event
               of Default,  shall have occurred and be  continuing,  and,  after
               giving effect to the  amendments  contained  herein,  no Event of
               Default or event which,  with the giving of notice or the passage
               of time,  or both,  would become an Event of Default,  shall have
               occurred and be continuing.

     7. Miscellaneous.

     (a) Warranties and Absence of Defaults.  In order to induce Lender to enter
into this  Amendment,  each Company  hereby  warrants to Lender,  as of the date
hereof, that:

          (i)  The warranties of each Company  contained in the Loan  Agreement,
               as herein amended,  are true and correct as of the date hereof as
               if made on the date hereof.

          (ii) All  information,  reports and other  papers and data  heretofore
               furnished  to  Lender by each  Company  in  connection  with this
               Amendment,  the Loan  Agreement and the other Loan  Documents are
               accurate  and  correct  in all  material  respects  and  complete
               insofar as may be  necessary  to give  Lender  true and  accurate
               knowledge  of  the  subject  matter  thereof.  Each  Company  has
               disclosed  to Lender  every fact of which it is aware which would
               reasonably  be expected to materially  and  adversely  affect the
               business,  operations  or financial  condition of such Company or
               the ability of such Company to perform its obligations under this
               Amendment,  the Loan  Agreement  or under any of the  other  Loan
               Documents.  None of the information  furnished to Lender by or on
               behalf of each Company  contained  any material  misstatement  of
               fact or omitted to state a material fact or any fact necessary to
               make the  statements  contained  herein or therein not materially
               misleading.

          (iii)No Event of Default or event which,  with giving of notice or the
               passage of time, or both would become an Event of Default, exists
               as of the date hereof.

     (b)  Expenses.  Each Company  agrees to jointly and severally pay on demand
all costs and expenses of Lender  (including the reasonable fees and expenses of
outside  counsel for Lender) in connection  with the  preparation,  negotiation,
execution,   delivery  and  administration  of  this  Amendment  and  all  other
instruments  or  documents  provided  for herein or delivered or to be delivered
hereunder or in connection herewith. In addition, each Company agrees to jointly
and severally pay, and save Lender harmless from all liability for, any stamp or
other taxes which may be payable in connection with the execution or delivery of
this Amendment or the Loan Agreement,  as amended hereby,  and the execution and
delivery of any instruments or documents  provided for herein or delivered or to
be delivered hereunder or in connection  herewith.  All obligations  provided in
this Section 7 (b) shall survive any  termination of this Amendment and the Loan
Agreement as amended hereby.

     (c)  Governing  Law.  This  Amendment  shall be a  contract  made under and
governed by the internal laws of the State of Illinois.

     (d)  Counterparts.  This  Amendment  may  be  executed  in  any  number  of
counterparts,  and by the parties  hereto on the same or separate  counterparts,
and each such counterpart, when executed and delivered, shall be deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same Amendment.

     (e)  Reference to Loan  Agreement.  On and after the  effectiveness  of the
amendment to the Loan Agreement  accomplished hereby, each reference in the Loan
Agreement to "this Agreement,"  "hereunder," "hereof," "herein" or words of like
import, and each reference to the Loan Agreement in any Loan Documents, or other
agreements,  documents or other instruments  executed and delivered  pursuant to
the Loan  Agreement,  shall mean and be a reference  to the Loan  Agreement,  as
amended by this Amendment.

     (f) Successors.  This Amendment shall be binding upon each Company,  Lender
and their respective  successors and assigns,  and shall inure to the benefit of
each Company, Lender and their respective successors and assigns.


<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.

                             STARCRAFT AUTOMOTIVE GROUP, INC.,
                             an Indiana corporation

                              By /s/ Richard J. Mullin
                                 -----------------------------------------------
                              Title  Senior Vice President
                                   ---------------------------------------------


                             NATIONAL MOBILITY CORPORATION,
                             an Indiana corporation

                              By /s/ Michael H. Schoeffler
                                 -----------------------------------------------
                              Title  Senior Vice President
                                   ---------------------------------------------


                             IMPERIAL AUTOMOTIVE GROUP, INC.,
                             an Indiana corporation

                              By /s/ Michael H. Schoeffler
                                 -----------------------------------------------
                              Title  Senior Vice President
                                   ---------------------------------------------


                             STARCRAFT CORPORATION,
                             an Indiana corporation

                               By /s/ Richard J. Mullin
                                 -----------------------------------------------
                               Title  Senior Vice President
                                    --------------------------------------------


                             FOOTHILL CAPITAL CORPORATION,
                             a California corporation

                              By /s/ Michael P. McGinn
                                ------------------------------------------------
                              Title  Vice President
                                   ---------------------------------------------