PAYMENT OF THIS REIMBURSEMENT AGREEMENT IS SUBORDINATE TO THE
           CLAIMS OF LENDER IN THAT CERTAIN SUBORDINATION AGREEMENT OF
                 EVEN DATE HEREWITH BETWEEN CREDITOR AND LENDER.

                             REIMBURSEMENT AGREEMENT



         THIS REIMBURSEMENT AGREEMENT ("Agreement"), dated  as  of  December 12,
2000, entered into between Starcraft Corporation, National Mobility Corporation,
Imperial   Automotive  Group,   Inc.,  and  Starcraft   Automotive  Group,  Inc.
(collectively,  "Starcraft"), and Kelly L. Rose and G. Ray Stults (collectively,
"Creditor").

                               W I T N E S S E T H

         WHEREAS,  Creditor  in  reliance  upon this  Agreement  has applied for
certain letters of credit, executed certain reimbursement arrangements requested
by  the  issuers  of  the  letters  of  credit,   and  has  incurred   financial
responsibility  for the benefit of Starcraft in favor of certain of its lenders,
a copy of which  applications  and  reimbursement  arrangements  and  letters of
credit are attached hereto as Exhibit A (collectively, "Credit"); and

         WHEREAS,   Starcraft  by  this  Agreement  agrees  to  indemnify,  hold
harmless,  and reimburse  Creditor in connection with any advances of monies and
any other financial  arrangements incurred or expended in the past, or from time
to time in the future, by Creditor incident to the Credit.

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency  of which are hereby  acknowledged  by Starcraft,  Starcraft  hereby
agrees with  Creditor  as  hereinafter  set forth,  with  Starcraft  referred to
hereinafter as "we", "us", or the like, and Creditor  referred to hereinafter as
"you" or the like.

         1. As to each sight or time draft or acceptance  under or purporting to
be under the Credit, we agree (a) in the case of each sight draft, to pay you at
your office, on demand,  in lawful currency of the United States,  the amount of
each such  draft,  or, if so  demanded  by you,  to pay to you at your office in
advance in such currency, the amount required to pay each such draft; and (b) in
the case of each time draft or  acceptance,  to pay to you, at your  office,  in
lawful  currency of the United  States,  the amount thereof on demand but in any
event not later than one  business  day prior to  maturity,  or in case the time
draft or  acceptance  is not payable at your  office,  then on demand but in any
event in time to reach the place of payment in the course of the mails not later
than one business day prior to maturity.

         2. We agree that in the event of any  extension of the maturity or time
for presentation of drafts,  acceptances or documents, or any other modification
of the terms of the Credit  acceptable  to you,  including  any  increase in the
amount of the Credit, this agreement shall be binding upon us with regard to the
Credit so increased or otherwise modified by you.

         3. The users of the  Credit  and the  drawers  of any  drafts  shall be
deemed our agents and we assume all risks of their acts or omissions. Should the
beneficiary  submit or negotiate drafts,  such negotiations  shall be considered
properly  effectuated under the Credit and shall be included under the terms and
subject to all conditions  hereof. We agree to hold you indemnified and harmless
against any and all loss or liability  howsoever  arising from or in  connection
with the Credit.

         4. In addition to the Security  Agreement and Real Property Mortgage of
even  date  herewith,  each of us agrees at  anytime  and from time to time,  on
demand, to deliver,  convey,  transfer or assign to you, as security for any and
all of the obligations  and liabilities  hereunder of us, or any of us, and also
for any and all other obligations and liabilities,  absolute or contingent,  due
or to become due,  which are now or may at any time  hereafter be owing by us or
any of us to you in  connection  with this  agreement or the credit,  additional
security of a value and character satisfactory to you or to make such payment as
you may  require.  Each of us agrees  that upon the  failure  by us or any of us
(each of the following,  an "Event of Default") at all times to deliver security
to you as demanded by you and to keep a margin of security with you satisfactory
to you, or upon the non-performance of or default with respect to any agreement,
or obligation or condition herein contained, upon any misrepresentation by us to
you for the purpose of obtaining  this  agreement or any extension  thereof,  or
upon  any  failure  to pay any  indebtedness  due to you from us or any of us in
connection with this agreement, or in the event of the failure,  insolvency,  or
bankruptcy  of us or any of us including  the filing of a petition in bankruptcy
by or  against,  the  appointment  of or the  filing of an  application  for the
appointment  of any receiver for, the filing of a petition  under any bankruptcy
or similar act seeking a  reorganization,  arrangement  of  indebtedness  or any
other relief for or in the respect of, the appointment of a trustee,  liquidator
or any committee  whatsoever,  by any court  proceedings  or otherwise,  for the
institution  of equitable  insolvency  or statutory or other  dissolution  by or
against,  an  assignment  for the benefit of creditors by, the entry of judgment
against, the suspension of business by, and/or a levy under attachment,  warrant
of distraint, garnishment or execution upon any property or assets of, us or any
of us, or upon any other act or occurrence  indicating in your sole judgment the
probable insolvency of us or any of us, however expressed or indicated, then all
obligations,  acceptance  and  liabilities  whatsoever of us or any of us to you
shall  thereupon  become and be  immediately  due and payable  without demand or
notice, at your option,  notwithstanding any credit or time allowed to us or any
of us, in any  instrument  evidencing  any such  obligations  or  liabilities or
otherwise;  and each of us, as to property in which we or any of us may have any
interest  as  aforesaid,  or may have had  possession  or custody as  aforesaid,
expressly  authorize  you in  any  such  event,  to  sell,  assign  and  deliver
immediately (but you shall not be obliged to do so), without demand for payment,
without  advertisement  and without  notice to us or any of us, all of which are
hereby expressly waived, any and/or all such property including property arrived
or to arrive,  at private sale or at public auction or at any exchange  brokers'
board or otherwise,  at your option,  in such parcel or parcels and at such time
or times and at such place or places and for such price or prices and upon terms
and conditions as you may deem proper, and to apply the net proceeds of any such
sale or sales, together with any balance of deposits and any sums credited by or
due from you to us or any of us in general account or otherwise,  to the payment
as you shall  determine  in your sole  discretion  (without  being  required  in
marshal  assets),  of any and all of the obligations or liabilities of us or any
of us to,  howsoever  arising,  and to charge all  expenses  including  expenses
incurred  in the  protection  of your title to or lien upon or right in any such
property,  expenses for legal services of any kind in connection therewith or in
making such sale or sales,  insurance,  commission for sale and guaranty. If any
such  sale be at any  exchange,  brokers'  board or at public  auction,  you may
yourself be a purchaser at such sale, free from any right of redemption which we
and each of us hereby expressly waive and release. Upon an Event of Default, the
amount we owe you shall bear interest (to be added to our liabilities to you) at
the  rate of two  percent  (2%)  over the  rates  applicable  to your  financial
accommodations  contained in your respective  reimbursement agreements ("Default
Rate").

         5. You shall not be deemed to have waived any of your rights  hereunder
unless you or your authorized agent shall have signed such waiver in writing. No
such waiver,  unless  expressly as stated therein,  shall be effective as to any
transaction  which occurs  subsequent to the date of such waiver,  nor as to any
continuance of a breach after such waiver.  The  undersigned,  if more than one,
shall be jointly  and  severally  liable  hereunder  and all  provisions  hereof
regarding  liabilities  or  security  of  the  undersigned  shall  apply  to any
liability or any security of any or all of them. This instrument shall be deemed
a continuing  agreement and the obligations  hereof shall continue in full force
and  effect  notwithstanding  any change  that may occur in the  parties to this
agreement whether such change shall arise from the death of one or more parties,
and the  obligations  hereof  shall bind the heirs,  executors,  administrators,
successors  and  assigns of the  undersigned,  and shall inure to the benefit of
successors  and  assigns.  All rights  hereunder  and the  construction  of this
agreement  shall be  determined  in  accordance  with  the laws of the  State of
Indiana.

         6.  The  word  "property"  as used in this  agreement  includes  goods,
merchandise, securities, funds, choses in action, and any and all other forms of
property,  whether real, personal or mixed and any right or interest therein. If
this agreement is signed by one individual, the terms "we", "our", "us" shall be
read  throughout as "I", "my",  "me", as the case may be. As to any  corporation
which executes this agreement in its corporate name by its proper officers, such
execution  shall  bind  only  the  corporation  unless  additionally  signed  by
individuals as such.

         7. PAYMENT OF THIS REIMBURSEMENT AGREEMENT IS SUBORDINATE TO THE CLAIMS
OF LENDER IN THAT CERTAIN SUBORDINATION  AGREEMENT OF EVEN DATE HEREWITH BETWEEN
CREDITOR AND LENDER.


<PAGE>



         IN WITNESS WHEREOF, this Agreement has been signed as of the date first
above written, on this 12th day of December, 2000.

                                   STARCRAFT:

NATIONAL MOBILITY CORPORATION               STARCRAFT CORPORATION


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



IMPERIAL AUTOMOTIVE GROUP, INC.             STARCRAFT AUTOMOTIVE GROUP, INC.


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

                                    CREDITOR:
         12-12-00                            /s/ Kelly L. Rose
----------------------------------           -----------------------------------
           Date                                        Kelly L. Rose
         12-12-00                            /s/ G. Ray Stults
----------------------------------           -----------------------------------
           Date                                        G. Ray Stults