FOURTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


         STARCRAFT   CORPORATION   formerly   known  as   STARCRAFT   AUTOMOTIVE
CORPORATION,  an Indiana  corporation  ("Parent"),  STARCRAFT  AUTOMOTIVE GROUP,
INC., an Indiana corporation ("Starcraft"),  IMPERIAL AUTOMOTIVE GROUP, INC., an
Indiana corporation ("Imperial"),  and BANK ONE, INDIANA, NA, a national banking
association, formerly known as BANK ONE, INDIANAPOLIS, NATIONAL ASSOCIATION (the
"Bank"), agree as follows:


         1. STATEMENT OF FACTS.  This Fourth Amendment  ("Amendment") is made in
the context of the following agreed state of facts:

         a.       The Parent, Starcraft, Imperial, Starcraft Southwest, Inc., an
                  Indiana corporation ("Starcraft Southwest") (collectively, the
                  "Companies")  and the  Bank  are  parties  to an  Amended  and
                  Restated Credit Agreement executed November 30, 1994, but with
                  effect as of December 1, 1997, as amended by amendments  dated
                  as of March 1, 1995, as of January 31, 1996, and as of January
                  31,  1997,  respectively  (the  Amended  and  Restated  Credit
                  Agreement,  as amended,  being collectively referred to herein
                  as the "Agreement').

         b.       The Parent has sold prior hereto all of its equity interest in
                  Starcraft Southwest.

         c.       The Companies and the Bank now agree to amend certain terms of
                  the Agreement subject to certain terms and conditions, and the
                  parties have executed  this  Amendment in order to give effect
                  to their agreement.


         2.       DEFINITIONS.

         a.       Terms  used in  this  Amendment  with  their  initial  letters
                  capitalized  are  used as  defined  in the  Agreement,  unless
                  otherwise defined herein.

         b.       Section 1 of the  Agreement is amended by adding the following
                  new definitions:

                  o        Applicable  Spread.  "Applicable  Spread"  means that
                           number of percentage  points to be taken into account
                           in  determining  the per annum rate at which interest
                           will accrue on the Revolving Loan when  determined by
                           reference to the London  Interbank  Offered  Rate, or
                           when  determining  the  Unused  Fee,  as the  context
                           requires, determined by reference to the ratio of the
                           Parent's  total interest  bearing  liabilities to its
                           EBITDA in accordance with the following table:


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         Ratio of Total
         Interest Bearing             (Revolving Loan)         (Unused Fee)
         Liabilities to EBITDA        Applicable Spread      Applicable Spread

         Greater than 2.00: 1.00         1-1/2%                    1/4%

         1.50 to 1.99:1.00               1-1/4%                    3/16%

         1.00 to 1.49:1.00               1 %                       1/8%

         less than 1.00:1.00             3/4%                      1/8%

         Initially,  as of the  effective  date  of the  Fourth  Amendment,  the
         Applicable Spread shall be the largest spread shown on the above table.
         Thereafter,  the Applicable  Spread shall be determined on the basis of
         the  financial  statements  of  the  Parent  for  each  fiscal  quarter
         furnished to the Bank  pursuant to the  requirements  of Section  5(b),
         with  prospective  effect for the following  fiscal quarter;  provided,
         that a reduction in the Applicable Spread shall be affected only if the
         Parent meets the requirements for a decreased  Applicable Spread for at
         least two (2) consecutive fiscal quarters.  Interest or the Unused Fee,
         as  applicable,  will accrue and be payable in an fiscal quarter on the
         basis of the  Applicable  Spread in effect during the preceding  fiscal
         quarter  until an  adjustment  is made  under  the  provisions  of this
         definition.  The  Applicable  Spread  shall be  adjusted  on the  first
         interest  payment  date  which  follows  receipt  by  the  Bank  of the
         financial  statements upon which such adjustment is based. In the event
         that  the  Parent  fails  to  deliver  the  financial   statements  and
         compliance certificates required under Section 5(b) for any month which
         ends a fiscal quarter,  then the Applicable Spread shall be the largest
         spread shown on the above table from the date such financial statements
         were  required to be delivered  until the first  interest  payment date
         which follows delivery to the Bank of such financial statements.

                  o        EBITDA.  "EBITDA"  means  the  Parent's  consolidated
                           earnings before interest,  taxes,  depreciation,  and
                           amortization.

                  o        Fourth  Amendment.   "Fourth   Amendment"  means  the
                           written amendment to this Agreement  entitled "Fourth
                           Amendment to Amended and Restated Credit  Agreement,"
                           dated with effect as of June 29, 1997.

                  o        Imperial  Security   Agreement.   "Imperial  Security
                           Agreement" is used as defined in Section 3B.

                  o        Parent   Security    Agreement.    "Parent   Security
                           Agreement" is used as defined in Section 3B.


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                  o        Starcraft  Security  Agreement.  "Starcraft  Security
                           Agreement" is used as defined in Section 3B.

                  o        Tangible  Net Worth.  "Tangible  Net Worth" means the
                           shareholders' equity of the Parent less any allowance
                           for goodwill, patents, trademarks, trade secrets, any
                           other assets which would be  classified as intangible
                           assets   under    generally    accepted    accounting
                           principles.

                  o        Unused  Fee.  "Unused  Fee"  is used  as  defined  in
                           Section 2(a)(vi).

         c. The  following  definitions  appearing in Section 1 of the Agreement
are hereby amended and restated in their respective entireties as follows:

                  o        Company.   "Company"   means   any  of  the   Parent,
                           Starcraft,  or Imperial as the context requires,  and
                           when used in the plural refers to two or more of them
                           as the context requires.

                  o        Libor-Based Rate and London  Interbank  Offered Rate.
                           "Libor-Based  Rate"  means  that  per  annum  rate of
                           interest  which is equal to the sum of the Applicable
                           Spread  plus  the  London  Interbank   Offered  Rate.
                           "London  Interbank  Offered Rate" means the per annum
                           rate of interest, as determined by the Bank, at which
                           dollar  deposits in immediately  available  funds are
                           offered  to  the   principal   banks  in  the  London
                           Interbank  Market  by other  principal  banks in that
                           market two (2) Banking Days prior to the commencement
                           of the  period of  either  one (1)  month,  three (3)
                           months,  or six (6) months for which the Parent shall
                           have  requested  a  quotation  of the rate in amounts
                           equal to the amount  for which the Parent  shall have
                           requested a quotation  of the rate,  increased  by an
                           amount equal to any  increase,  as  determined by the
                           Bank,  in the  cost  to the  Bank of  obtaining  such
                           deposits   resulting   from  the  imposition  of  any
                           additional  reserves  or  from  any  increase  in the
                           amount  reserves  presently  required  by any  United
                           States or foreign  governmental  authority including,
                           but not  limited to, any  marginal  or  extraordinary
                           reserves  imposed to give effect to monetary  policy.
                           Any  determination  by the Bank of increased costs of
                           maintaining  deposits made pursuant to the provisions
                           of the  preceding  sentence  shall be final,  absence
                           manifest error.

                  o        Parent  Credit  Document.  "Parent  Credit  Document"
                           means any of this Agreement,  the Revolving Note, the
                           Standby   Letters   of  Credit,   the   Reimbursement
                           Agreement,  the Parent Guaranty Agreement, the Parent
                           Security Agreement, the Starcraft Security Agreement,
                           the  Imperial  Security  Agreement,   and  any  other
                           instrument or document which evidences or secures

                                                        -3-

<PAGE>



                           the Loan, or which expresses an Agreement as to terms
                           applicable to the Loan.


         3.  UNUSED FEE.  Section 2 of the  Agreement  is hereby  amended by the
addition of a new subsection 2(a)(vi) as follows:

                  (vi)     Unused Fee. In addition to interest on the  Revolving
                           Loan,  the Parent  shall.  pay to the Bank a facility
                           fee  (the  "Unused  Fee")  for each  partial  or full
                           calendar  quarter  during  which  the  Commitment  is
                           outstanding  equal to the Applicable Spread per annum
                           of the average  daily excess of the  Commitment  over
                           the aggregate  outstanding  principal  balance of the
                           Revolving  Loan.  Facilities  fees for each  calendar
                           quarter shall be due and payable within ten (10) days
                           following the Bank's submission of a statement of the
                           amount due. Such fees may be debited by the Bank when
                           due to  any  demand  deposit  account  of the  Parent
                           carried with the Bank without further authority.


         4.  COLLATERAL FOR THE PARENT  OBLIGATIONS.  A new Section 3B is hereby
added to the Agreement as follows:

                  3B.      Collateral   for   the   Parent   Obligations.    The
                           obligations  of Imperial  and  Starcraft  under their
                           respective  Guaranty  Agreement shall be secured by a
                           security interest in all accounts receivable, general
                           intangibles,  inventory  and  equipment  by  each  of
                           Imperial and Starcraft,  respectively,  now owned and
                           hereafter  acquired,  and  in the  proceeds  thereof,
                           which  security  interests  shall  be  created  by  a
                           Security  Agreement  executed by each of Imperial and
                           Starcraft in the forms of Exhibits "A" and "B" to the
                           Fourth   Amendment   (each  the  "Imperial   Security
                           Agreement" and the "Starcraft  Security  Agreement").
                           In  addition,  the  Parent  shall  secure  all of its
                           Parents  Obligations  by a security  interest  in all
                           accounts receivable,  general intangibles,  inventory
                           and  equipment  of  Parent,  now owned and  hereafter
                           acquired,  and any proceeds thereof,  pursuant to the
                           terms of the Security Agreement executed by Parent in
                           the form of Exhibit "C". to the Fourth Amendment (the
                           "Parent Security Agreement").

         5. AMENDMENT TO FINANCIAL COVENANT. Section 4(g)(i) of the Agreement is
amended and restated in its entirety to read hereafter as follows:

                  (i)      Tangible  Net Worth.  The Parent  shall  maintain its
                           Tangible   Net   Worth  at  a  level  not  less  than
                           $10,250,000  from the  effective  date of the  Fourth
                           Amendment and at all times thereafter.

         6. CONDITIONS  PRECEDENT.  As conditions precedent to the effectiveness
of this Amendment,  the Bank shall have received, each duly executed and in form
and substance .Satisfactory to the Bank, this Amendment and the following:

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         a.       The  Imperial  Security  Agreement,   the  Starcraft  Security
                  Agreement, the Parent Security Agreement and all UCC Financing
                  Statements  required by the Bank in order to properly  perfect
                  the liens granted thereunder.

         b.       A certified  copy of  resolutions of the Board of Directors of
                  each of the Companies  authorizing  the execution and delivery
                  of this Amendment any all other documents  required under this
                  Amendment to which each of the Companies is a party.

         c.       A certificate signed by the Secretary of each of the Companies
                  certifying  the name of the  respective  officer  or  officers
                  authorized  to sign  this  Amendment  and any  other  document
                  required  under this  Amendment to which each of the Companies
                  is a party,  together  with a sample of the true  signature of
                  each such officer.

         d.       Such other  documents  as may be  reasonably  required  by the
                  Bank.

         7.  REPRESENTATIONS  AND  WARRANTIES.  To induce the Bank to enter into
this  Amendment,  the Companies  represent and warrant,  as of the execution and
effective dates of this  Amendment,  that no Event of Default or Unmatured Event
of Default has  occurred  and is  continuing  and that the  representations  and
warranties contained in Section 3 of the Agreement are true and correct,  except
that (a) the representations contained in Section 3(d) shall refer to the latest
financial  statements  furnished  to the Bank by the  Companies  pursuant to the
requirements of the Agreement, and (b) the representations  contained in Section
3(k) apply to the Companies and any Subsidiaries.

         8 . STARCRAFT SOUTHWEST. By the execution hereof the Bank and the other
parties hereto agree and hereby do release Starcraft  Southwest from any and all
obligations,  liability,  and claim under the  Guaranty  Agreement  executed and
delivered by Starcraft  Southwest  pursuant to the Second Amendment and from all
future obligations, liability, and claim under the Agreement.

         9.       REAFFIRMATION OF THE AGREEMENT.  Except as amended by this
Amendment,  all terms and conditions of the Agreement  shall continue  unchanged
and in full force and effect and the Obligations of the Companies shall continue
to be secured and guaranteed as therein  provided until payment and  performance
in full of all Obligations.



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<PAGE>




         IN WITNESS  WHEREOF,  the Companies  and the Bank, by their  respective
duly  authorized  officers,  have executed this Fourth  Amendment to Amended and
Restated Credit Agreement on this 3rd day of August, 1997, but with effect as of
June 29, 1997.

Attest:                                    STARCRAFT CORPORATION


/s/Janis M. Neal                           By:  /s/ Kelly L. Rose
---------------------------------               --------------------------------
Janis M. Neal Executive Assistant               Kelly L. Rose, Chairman & CEO



Attest:                                    IMPERIAL AUTOMOTIVE GROUP, INC.



/s/ Janis M. Neal                          By: /s/ Kelly L. Rose
---------------------------------              ---------------------------------
Janis M. Neal, Executive Assistant             Kelly L. Rose, Chairman & CEO



Attest:                                    STARCRAFT AUTOMOTIVE GROUP, INC


/s/ Janis M. Neal                          By: /s/ Kelly L. Rose
---------------------------------              ---------------------------------
Janis M. Neal, Executive Assistant             Kelly L. Rose, Chairman & CEO

                                           BANK ONE, INDIANA, NA



                                           By: /s/ Steven J. Liebold
                                               ---------------------------------
                                               Steven J. Leibold, Vice President




                                                        -6-

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                              SCHEDULE OF EXHIBITS


Exhibit "A" -              Security Agreement (Imperial Automotive Group, Inc.)

Exhibit "B" -              Security Agreement (Starcraft Automotive Group, Inc.)

Exhibit "C" -              Security Agreement (Starcraft Corporation)



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