FORD MOTOR COMPANY

                            FORD AUTHORIZED AGREEMENT
                FOR THE QUALIFIED VEHICLE MODIFIERS (QVM) PROGRAM


THIS  AGREEMENT,  is made this 15th day of  December,  1999,  between  Starcraft
Automotive  Group,  Inc., an Indiana  corporation  having its principal place of
business at 2703 College Avenue,  Goshen,  Indiana 46528 ("Modifier"),  and Ford
Motor Company,  a Delaware  corporation  with its principal place of business at
the American Road, Dearborn Michigan 48121 ("Ford").

WHEREAS, Ford sells complete vehicles and incomplete vehicles; and


WHEREAS, Modifier completes or modifies vehicles; and


WHEREAS,  Ford and  Modifier  desire to work more  closely  together  to improve
customer satisfaction with the products of both parties;

WHEREAS,  Ford has  developed  the  Qualified  Vehicle  Modifiers  Program ("QVM
Program") toward that goal;

NOW,  THEREFORE,  in consideration of the mutual promises  contained herein, the
parties agree as follows:

1.       QVM Program Requirements

To qualify for the QVM Program, Modifier shall:

         a)       Complete or modify  vehicles in the United  States,  Canada or
                  Mexico.

         b)       Complete or modify the types of vehicles identified by Ford as
                  included in the Program.

         c)       Make facility,  personnel and records available for inspection
                  and  review  by Ford for the  purposes  of  rating  Modifier's
                  engineering capability, design and build process controls, and
                  quality control procedures.

         d)       Achieve a QVM rating for each facility that  manufactures  the
                  types  of  vehicles  identified  by  Ford as  included  in the
                  Program.

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         e)       Adopt and follow Ford guidelines and  recommendations  as from
                  time to time may be issued or updated.

         f)       Make  facility,  personnel and records  available for periodic
                  reinspection.

         g)       Send a representative to a yearly meeting at a mutually agreed
                  time and place.  The purpose of the meeting will be to improve
                  communication  by  reviewing   future  product  changes,   new
                  guidelines, and any requests from the qualified Modifiers.

         h)       Notify Ford of any change in  ownership of the Modifier in the
                  facility,  in  its  location,  or  of  the  addition  of a new
                  manufacturing facility.

         i)       Maintain  at all  times a  minimum  limit  of $5  Million  per
                  occurrence of Commercial General Liability insurance including
                  products,   completed   operations  and  blanket   contractual
                  liability (or contractual  liability coverage specific to this
                  Agreement)  with  insurers  rated at  least A VI by A.M.  Best
                  Company, or other underwriters agreeable to Ford. The Modifier
                  shall arrange to provide Ford with a certificate  or insurance
                  showing  the  coverage   specified  in  this  paragraph.   The
                  insurance  policies  providing  the foregoing  coverage  shall
                  provide that the insurance  company  issuing such policy shall
                  give  Ford  at  least  30 days  prior  written  notice  of any
                  material  alterations,  including:  substantial  reduction  of
                  aggregate  limits,  if such  limits  apply;  or any  change or
                  cancellation.

2.       Ford Support of the QVM Program

To support the QVM Program, Ford will:

         a)       Provide administration and coordination for the Program.

         b)       Visit and inspect  Modifier's  facility to determine a rating,
                  and review the results of that rating with Modifier.

         c)       Advertising and promote the QVM Program.

         d)       Provide  communication  to  Modifiers  on  current  production
                  engineering   revisions   and   future   product   engineering
                  revisions,  including  communication  support through the Body
                  Builder Advisory Service.

         e)       Provide limited  technical  support for Modifier  designs that
                  interface  with Ford systems (not to include  Modifier  system
                  design) and guidelines for modifications.

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3.       Appeal of Denial of QVM Qualification

In the event that a Modifier does not achieve a rating sufficient to qualify for
the QVM Program,  it may request a reconsideration  of the rating.  Upon written
request,  a review by the QVM Program  Manager will be made.  If Modifier is not
satisfied with the decision of the QVM Program Manager,  then a formal review by
the QVM  Steering  Committee  will be  performed  if  requested  by  Modifier in
writing.  The  parties to this  agreement  will be bound by the  decision of the
Steering Committee.

4.       Indemnification

Ford and Modifier (the "parties") recognize that the burden of defending against
product liability allegations,  whether or not meritless or frivolous, should be
borne by the party whose alleged negligence,  wrongdoing or defective product is
at issue,  regardless  of  whether  that  company  is a party to the  particular
litigation.  The parties also  recognize  that,  under  existing law,  there are
circumstances  where a claimant  may sue only one party even  though the defect,
wrongdoing or negligence  alleged is that principal  responsibility of the other
party.  The parties  also  recognize  that this  results in the named  defendant
bearing  more -  sometimes  far more - than  its  fair  share of the cost of the
litigation.  In  order  to avoid as much as  possible  controversy  between  the
parties as to who shall  defend such  litigation,  or bear the cost of defending
such  litigation,  including the cost of  settlements  or verdicts,  the parties
agree as follows:

         a)       INDEMNIFICATION  BY FORD. With respect to any vehicle supplied
                  by  any  Ford  authorized  dealer  to  Modifier,   Ford  shall
                  indemnify,  hold harmless and protect  Modifier from any loss,
                  damage or expense, including, without limitation, settlements,
                  judgments,  expert fees and attorney's  fees resulting from or
                  related to lawsuits, complaints or claims against Modifier for
                  property damage or personal injury where Modifier's liability,
                  if any,  arises  solely  because  of a defect in  manufacture,
                  assembly,  materials  or  design  for  which  Ford (or  Ford's
                  supplier) alone is responsible.

         b)       FORD'S DUTY TO DEFEND.  Modifier will promptly  notify Ford of
                  any lawsuit,  complaint or claim which  Modifier has reason to
                  believe  may be covered by this  indemnity  agreement.  If the
                  claimant's sole allegation  against  Modifier is that Modifier
                  is  strictly  liable  for a defect  for which  Ford (or Ford's
                  supplier)  alone is responsible,  and if Ford's  investigation
                  discloses  no basis for  Modifier's  liability  other than the
                  allegations  in the lawsuit,  complaint,  or claim,  ford will
                  assume Modifier's defense upon Modifier's  request.  Modifier,
                  and/or  its  Product  liability   insurance   carrier,   shall
                  cooperate  fully in the defense of the action as Ford,  and/or
                  its  Product   liability   insurance  carrier  may  reasonably
                  require.  Ford  shall  have  the  right to  assume  Modifier's
                  defense  at  any  time,   provided   that  Ford   acknowledges
                  Modifier's right to indemnity under this agreement.

         c)       INDEMNIFICATION  BY  MODIFIER.  With  respect  to any  vehicle
                  supplied by any Ford authorized  dealer to Modifier,  modifier
                  shall indemnify, hold harmless and

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                  protect  Ford from any loss,  damage  or  expense,  including,
                  without limitation,  settlements,  judgments, expert fees, and
                  attorney's  fees,  resulting  from  or  related  to  lawsuits,
                  complaints  or  claims  against  Ford for  property  damage or
                  personal injury, where Ford's liability, if any, arises solely
                  from modifications or additions made by Modifier. Liability on
                  the part of Ford which arises, if at all, because Ford knew or
                  should have knows that the  modification  or additions made by
                  Modifier were negligent,  improper or defective,  or that Ford
                  expressly or impliedly approved the modifications or additions
                  made by Modifier,  will be deemed to be liability which arises
                  "solely  from  modifications  or  additions  made by modifier"
                  within the meaning of this paragraph.  However,  Modifier will
                  not be  obligated to indemnify  Ford if the  modifications  or
                  additions were made pursuant to express  written  instructions
                  provided by Ford, so long as the workmanship and materials for
                  the modification were not of a substandard quality.

         d)       MODIFIER'S DUTY TO DEFEND.  Ford will promptly notify Modifier
                  of any  lawsuit,  complaint  or claim which ford has reason to
                  believe may be covered by this indemnity agreement.  If Ford's
                  alleged   liability   arises  solely  from   modifications  or
                  additions  made by Modifier,  and if Modifier's  investigation
                  discloses  no  basis  for  Ford's  liability  other  than  the
                  allegations in the lawsuit, complaint, or claim, Modifier will
                  assume  Ford's  defense upon Ford's  request.  Ford and/or its
                  product liability carrier shall cooperate fully in the defense
                  of the action as modifier,  or its product liability  carrier,
                  may  reasonably  require.  Modifier  shall  have the  right to
                  assume  Ford's  defense  at any time,  provided  the  Modifier
                  acknowledges Ford's right to indemnity under this agreement.

         e)       Neither party will file cross-claims or third-party complaints
                  against  the other  without  notifying  the other in  advance.
                  Where practicable,  the notice should be given sufficiently in
                  advance to allow through  discussion of  alternatives  to such
                  filing.

In the  appropriate  case  the  parties  shall,  where  settlement  is or may be
warranted,  make a  reasonable  effort to agree upon the amount  each party will
contribute to settlement,  based upon the nature of the plaintiff's allegations.
For example,  if the case involves an allegation that a modifier's  component is
defective,  a reasonable allocation would require the modifier to contribute all
or most of any  settlement  amount.  If,  however,  the  allegation  concerns  a
component  supplied by Ford,  a  reasonable  allocation  would  require  Ford to
contribute all or most of any  settlement  amount.  It is recognized  that there
will be  cases  or  multiple  allegations  with  respect  to each  part and that
allocation of responsibility will be dependent on the circumstance of the case.

If the case,  for any reason,  does not settle,  the parties will, in advance of
trial, make a reasonable  attempt to agree upon the extent to which each company
will contribute to satisfy any adverse judgment or verdict that may be returned,
based upon the principles set forth in the preceding  paragraph.  Based on these
principles,  the parties will likewise attempt to agree upon the extent to which
each  will  contribute  to the  cost  of  defending  the  litigation,  including
attorney's fees.

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In  cases  where  both  parties  are  named   defendants,   neither  party  will
unilaterally enter into a settlement agreement without first notifying the other
party.

5.       Advertisement, Promotion

Modifier may at its option, advertise or promote its qualification under the QVM
Program.  Modifier  shall comply with the QVM  advertising  guidelines and shall
avoid in every way any deceptive,  misleading,  confusing or illegal advertising
promotion.

6.       Trademarks and Trade Names

Modifier may not use any  trademark,  trade name or logo used or claimed by Ford
or any of its subsidiaries  except with Ford's prior written  approval.  If such
approval is given,  Modifier may use such trademark,  trade name or logo only in
connection  with ford  products  and then only in a manner and form  approved by
ford.  If,  after such  approval,  Ford should at any time so request,  Modifier
shall promptly discontinue such use.

7.       Termination

         a)       This  agreement  may be  terminated at will by either party by
                  giving at least 10 days written notice to the other party.

         b)       Upon the occurrence of any of the following  events,  Ford may
                  terminate  this  agreement  immediately  upon  giving  written
                  notice to Modifier:

                  (i)      Failure of Modifier to maintain a QVM status.  If the
                           rating is under  appeal,  written  notice will not be
                           given until the appeal process is completed.

                  (ii)     Failure of Modifier  to perform any other  obligation
                           under this agreement within five days after receiving
                           written request for performance from Ford.

                  (iii)             Failure  of  Modifier  to  function  in  the
                                    ordinary course of business for more than 10
                                    consecutive business days.

         c)       Upon  termination  of  this  agreement,   Modifier  shall,  as
                  directed by Ford, immediately cease and desist:

                  (i)      Advertising or promoting  Modifier as being qualified
                           under the QVM Program.

                  (ii)     At Modifier's expense,  remove from all signs used or
                           owned by Modifier and from all forms,  stationery and
                           other papers used by Modifier,  any  reference to the
                           QVM Program.

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                  (iii)    Refrain from doing anything, whether or not specified
                           above,   that  would   indicate   Modifier  has  been
                           qualified and the QVM Program.

         d)       If Modifier does not comply with this section's  requirements,
                  Modifier  shall  reimburse  Ford for all costs  and  expenses,
                  including  reasonable  attorney's  fees,  incurred  by Ford in
                  enforcing compliance with this section.

8.       Notice, Demand and Consent

All notices, demands and consents allowed or required by this agreement shall be
in writing and shall be given by registered or certified mail,  addressed to the
address listed below or by personal delivery,  and shall be deemed given when so
mailed or delivered.

Ford:                                  Modifier: \s\Michael H. Schoeffler
      ------------------------------            --------------------------------
          Ford Motor Company                    Starcraft Automotive Group, Inc.

      ------------------------------            Michael H. Schoeffler
      ------------------------------            President

9.       Assignment

Modifier  may  not  assign  this  agreement  or  delegate   performance  of  its
obligations without the prior written consent of Ford.

10.      Agency

This  agreement  does not  create the  relationship  or  principal  and agent or
partner or joint venture between Ford and Modifier for any purpose whatsoever.

11.      Entire Agreement

This agreement  constitutes the entire agreement between the parties and, except
as  provided  elsewhere  in this  agreement,  may be  amended  only by a written
agreement executed by Ford and Modifier.  No course of dealing,  custom or usage
of trade shall modify or supplement the terms of this agreement.

12.      Applicable Law

This agreement shall be governed by and construed in accordance with the laws of
the State of Michigan as if entirely made and performed in that state.

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13.      Arbitration

If a dispute arises between the Modifier and Ford,  relating to this  Agreement,
the following  procedure shall be implemented  before either party pursues other
available  remedies except that either party may seek  injunctive  relief from a
court where appropriate in order to maintain the status quo while this procedure
is being followed:

         (1)      The Modifier and Ford shall hold a meeting promptly,  attended
                  by  persons  with  decision-making   authority  regarding  the
                  dispute, to attempt in good faith to negotiate a resolution of
                  the dispute, provided,  however, that no such meeting shall be
                  deemed to vitiate or reduce the obligations and liabilities of
                  the parties hereunder or be deemed a waiver by a party thereto
                  of any  remedies  to  which  such  party  would  otherwise  be
                  entitled hereunder.

         (2)      If, within 30 days after such  meeting,  the Modifier and Ford
                  have not succeeded in negotiating a resolution of the dispute,
                  they agree to submit the dispute to  mediation  in  accordance
                  with  the  then-current   Model  Procedure  for  Mediation  of
                  Business  Disputes of the Center for Public  Resources  and to
                  bear equally the costs of the mediation.

         (3)      The  Modifier  and  Ford  will  jointly   appoint  a  mutually
                  acceptable  mediator,  seeking  assistance in such regard from
                  the Center for Public  Resources  if they have been  unable to
                  agree upon such appointment within 20 days from the conclusion
                  of the negotiation period.

         (4)      The  Modifier and Ford agree to  participate  in good faith in
                  the mediation and negotiations related thereto for a period of
                  30 days.  If the parties are not  successful  in resolving the
                  dispute  through  mediation,  then the parties agree to submit
                  the  matter to  binding  arbitration  in  accordance  with the
                  Center  for  Public   Resources  Rules  for   Non-Administered
                  Arbitration of Business Disputes, by a sole arbitrator.

         (5)      Mediation  or  arbitration  shall  take  place  in the City of
                  Dearborn  unless   otherwise   agreed  by  the  parties.   The
                  substantive and procedural laws of the State of Michigan shall
                  apply  to  the  proceedings.   Equitable   remedies  shall  be
                  available in any  arbitration.  Punitive  damages shall not be
                  awarded.  This  paragraph  (13)  is  subject  to  the  Federal
                  Arbitration Act, 9. U.S.C.A.  Section 1, et. seq. and judgment
                  upon the award  rendered  by the  arbitrator,  if any,  may be
                  entered by any court having jurisdiction thereof.


                                           By:
                                              ----------------------------------
                                                    FORD MOTOR COMPANY


                                           By: \s\Michael H. Schoeffler
                                              ----------------------------------
                                                    MODIFIER

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