Exhibit 10.2

                        THIRD AMENDMENT TO LOAN AGREEMENT


     THIS THIRD AMENDMENT (this "Amendment") is entered into as of
March 30, 2001, 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 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.   Amendments  to Loan  Agreement.  Subject  to the  satisfaction  of the
          conditions  set forth in Section 4 ---------  hereof,  Section 7.20 of
          the Loan Agreement is hereby amended and restated in its entirety,  as
          follows:

                       1.20 Financial Covenants.

                            Fail to maintain:

                    (A) Tangible  Net Worth.  Tangible Net Worth of at least (i)
               negative  $5,550,000  as of the  last day of the  fiscal  quarter
               ending on the Sunday  closest to March 31,  2001,  (ii)  negative
               $4,700,000 as of the last day of the fiscal quarter ending on the
               Sunday closest to June 30, 2001, and (iii) negative $3,950,000 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 negative $3,950,000);

               (B)  EBITDA.  EBITDA of at least (i)  negative  $800,000  for the
                    fiscal  quarter  ending on the  Sunday  closest to March 31,
                    2001;  (ii)  $1,565,000 for the fiscal quarter ending on the
                    Sunday  closest to June 30, 2001;  and (iii)  $1,350,000 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.

     3.   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.

     4.   Condition to Effectiveness. Subject to Section 5 below, the 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)  Waiver Fee.  Companies  shall have paid to Lender a waiver fee of
               $5,000; and

          (c)  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.

     5.   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 5
               (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

                             /s/ Michael H. Schoeffler
                             --------------------------------------
                             By:     Michael H. Schoeffler
                             Title:  President, COO, CFO


                             NATIONAL MOBILITY CORPORATION,
                             an Indiana corporation

                             /s/ Michael H. Schoeffler
                             --------------------------------------
                             By:     Michael H. Schoeffler
                             Title:  President, COO, CFO


                             IMPERIAL AUTOMOTIVE GROUP, INC.,
                             an Indiana corporation

                             /s/ Michael H. Schoeffler
                             --------------------------------------
                             By:     Michael H. Schoeffler
                             Title:  President, COO, CFO


                             STARCRAFT CORPORATION,
                             an Indiana corporation

                             /s/ Richard J. Mullin
                             --------------------------------------
                             By:     Richard J. Mullin
                             Title:  Chief Financial Officer


                             FOOTHILL CAPITAL CORPORATION,
                             a California corporation

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