EXHIBIT 10.3.d

                               SECOND ADDENDUM TO
                              EMPLOYMENT AGREEMENT


         This Second  Addendum is to the  Agreement and First  Addendum  thereto
each effective  December 12, 1996,  (collectively  "Agreement")  and is made and
dated as of December  15, 1997,  ("Effective  Date"),  by and between  Starcraft
Corporation, an Indiana Corporation ("Employer"),  and Kelly L. Rose, a resident
of Elkhart County, Indiana ("Employee").

                                   WITNESSETH

         WHEREAS,  Employee is employed by Employer as its Chairman of the Board
and Chief  Executive  Officer,  for  itself and each of its  subsidiaries  ("Job
Responsibilities") and Employee has been valuable contributions to the strategic
planning, business operations, and financial strength of Employer;

         WHEREAS,  Employer  desires to  encourage  Employee to continue to make
valuable  contributions  to Employer's  business  operations  and not to seek or
accept employment elsewhere; and

         WHEREAS,  Employer  desires to provide fair and reasonable  benefits to
Employee  from  time  to time on the  terms  and  conditions  set  forth  in the
Agreement as amended from time to time.

         NOW THEREFORE, in consideration of these premises, the mutual covenants
and undertakings herein contained,  and the continued  employment of Employee to
perform Job Responsibilities for Employer, Employer and Employee agree to hereby
amend the Agreement, each intending to be legally bound, as follows:

         1.  Subsection  4 of the  Agreement  is hereby  amended  by adding  the
following to subsection 4, which in all other respects remains in full force and
effect except as amended hereby:

               4. It shall  not be a breach  of this  Subsection  4 in the event
          that Employer and Employee shall  mutually agree to reduce  Employee's
          Base  Compensation  from  time  to  time.  Such  reductions  shall  be
          immediately  restored  upon  the  occurrence  of any  such  events  of
          termination and shall be deemed included in the Base Compensation then
          in effect at the time of any such event of  termination.  Furthermore,
          any such  decrease  in Base  Compensation  from time to time shall not
          disqualify  Employee  from  participation  in Benefit  Plans except as
          Employee shall agree.

         2.  Subsection  8(E) of the Agreement is hereby deleted in its entirety
and replaced as follows:


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                  (E) In the event  Employee's  employment  with Employer  shall
         terminate  in the event of  Employee's  death,  pursuant to  subsection
         7(D),  compensation  provided for herein (including Base  Compensation)
         shall continue to be paid as provided in subsection  7(C), and from and
         after the date of  Employee's  death the  spouse of  Employee  shall be
         entitled to continue  to receive  from  Employer  the  Employee's  Base
         Compensation at the rates in effect at the time of termination for five
         (5)  additional  twelve (12) month  periods.  In addition,  during such
         periods,  Employer  will  maintain  in full  force and  effect  for the
         continued  benefit of the spouse of Employee each Benefit Plan in which
         the spouse of Employee was entitled to participate immediately prior to
         the date of death of Employee,  unless an essentially equivalent and no
         less  favorable  benefit is  provided by a  subsequent  employer of the
         spouse of Employee.  If the terms of any Benefit  Plan,  or  applicable
         laws, do not permit continued  participation by the spouse of Employee,
         Employer  will  arrange  to  provide  to spouse of  Employee  a benefit
         substantially  similar to, and no less favorable  than, the benefit the
         spouse of Employee was entitled to receive  under such Benefit Plans at
         the time of death of Employee. Employer reserves the right to cause the
         payments  provided for herein to be funded and paid in whole or in part
         from life insurance,  annuities,  or other such similar devices, in its
         sole discretion.

         3. Except as expressly  modified by these  amendments  to the Agreement
herein provided, the Agreement remains in full force and effect.

         IN WITNESS  WHEREOF,  the  parties  have  caused  this  Addendum to the
Agreement to be executed and delivered  this 22nd day of September,  1998, as of
the Effective Date.

"EMPLOYEE"                               "EMPLOYER"

                                         STARCRAFT CORPORATION




/s/ Kelly L. Rose                        By:/s/ Michael H. Schoeffler
-------------------------                ------------------------------
Kelly L. Rose                                     Michael H. Schoeffler

                                         Its:     President