EXHIBIT 10.1(b)



                              STARCRAFT CORPORATION
                            1997 STOCK INCENTIVE PLAN



    1. Purpose. The purpose of the Starcraft  Automotive  Corporation 1997 Stock
Incentive  plan (the  "Plan")  is to  provide  to  certain  directors,  officers
(including  officers  who are members of the Board of  Directors)  and other key
employees  of  Starcraft  Automotive  Corporation  (the  "Corporation")  and its
majority-owned  and wholly-owned  subsidiaries  (individually a "Subsidiary" and
collectively  the  "Subsidiaries")  who  are  materially   responsible  for  the
management or operation of the business of the  Corporation  or a Subsidiary,  a
favorable  opportunity to acquire shares of Common Stock,  without par value, of
the  Corporation  ("Common  Stock"),  thereby  providing  them with an increased
incentive to work for the success of the  Corporation and the  Subsidiaries  and
better  enabling  each such entity to attract and retain  capable  directors and
executive personnel.

    2. Administration of the Plan. The Plan shall be administered, construed and
interpreted by a Committee (the "Committee").  The Committee shall consist of at
least two (2) members of the Board of Directors,  who shall be  designated  from
time to time by the Board of Directors. No member of the Committee shall, during
the one year prior to his service at any time as a member of the Committee. have
been granted or awarded equity securities  pursuant to this Plan or any other an
of the Corporation or any of its Subsidiaries, except:

                           (i) a formula  plan  meeting the  conditions  of Rule
                  16b-3(c)(2)(ii) promulgated under Section 16 of the Securities
                  Exchange Act of 1934, as amended (the "1934 Act");

                           (ii) an ongoing  securities  acquisition plan meeting
                  the  conditions  of  Rule  16b-3(d)(2)(i)   promulgated  under
                  Section 16 of the 1934 Act; or

                           (iii)  another plan or  arrangement  a grant or award
                  under  which does not,  in the  opinion  of the  Corporation's
                  counsel, cause a member of the Committee to fail to qualify as
                  a   "disinterested   person"   under   Rule  16b-   3(c)(2)(i)
                  promulgated under Section 16 of the 1934 Act.

The decision of a majority of the members of the Committee shall  constitute the
decision  of the  Committee,  and the  Committee  may act either at a meeting at
which a  majority  of the  members of the  Committee  is present or by a written
consent  signed by all members of the  Committee.  The Committee  shall have the
sole, final and conclusive  authority to determine,  consistent with and subject
to the provisions of the Plan:

                  (a) the  individuals  to whom  options (the  "Optionees")  and
         restricted   share  awards  shall  be  granted   under  the  Plan  (the
         "Awardees");

                                                                

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                  (b) the time when options or restricted shares of Common Stock
         shall be granted hereunder;

                  (c) the number of shares of Common Stock of the Corporation to
         be covered under each option or  restricted  share grant and the amount
         of any cash awards;

                  (d) the  option  price to be paid  upon the  exercise  of each
         option;

                  (e) the price to be paid, if any, for restricted shares;

                  (f) the period within which each option may be exercised;

                  (g) the period of restrictions for restricted share grants;

                  (h) the extent to which an option is an incentive stock option
         or a non-qualified stock option; and

                  (i)  the  terms  and  conditions  of  the  respective   Option
         Agreements  or  Restricted   Share   Agreements  by  which  options  or
         restricted shares, whichever is applicable, granted shall be evidenced.

The Committee  shall also have  authority to prescribe,  amend and rescind rules
and  regulations  relating  to the Plan,  and to make all  other  determinations
necessary or advisable in the  administration  of the Plan. Such authority shall
include,  but not be limited to authorizing  the Employee  Options  Committee to
grant options to eligible persons,  as provided in Section 3 hereof,  other than
executive officers.

    3. Eligibility.  The Committee may, consistent with the terms hereof,  grant
options, restricted shares, or cash awards (the "Awards") to directors, officers
(including  officers  who are members of the Board of  Directors)  and other key
employees  of the  Corporation  or of a  Subsidiary  who in the  opinion  of the
Committee are from time to time  materially  responsible  for the  management or
operation  of the  business of the  Corporation  or of a  Subsidiary;  provided,
however,  that in no event may any employee who owns (after  application  of the
ownership  rules in Section  424(d) of the  Internal  Revenue  Code of 1986,  as
amended  (the  "Code"))  shares of stock  possessing  more than 10% of the total
combined  voting power of all classes of stock of the  Corporation or any of its
Subsidiaries be granted an incentive stock option  hereunder  unless at the time
such  option is  granted  the option  price is at least 110% of the fair  market
value of the stock  subject to the  incentive  stock  option and such  incentive
stock option by its terms is not  exercisable  after the  expiration of five (5)
years from the date such option is granted.

    4. Stock Subject to the Plan.  The maximum  number of shares with respect to
which options and restricted share awards may be made under this Plan is 250,000
shares of Common  Stock,  which shall be authorized  but unissued  shares of the
Corporation.  Subject  to Section 7 hereof,  the shares for which  awards may be
granted under the Plan shall not exceed that number.  If any option shall expire
or terminate  for any reason  without  having been  exercised in full, or if any
restricted share grant is forfeited in whole or in part, the

                                                              

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unpurchased  or forfeited  shares  subject  thereto shall (unless the Plan shall
have terminated) become available for other Awards under the Plan.

    5. Terms of Option. Each option granted under the Plan shall be evidenced by
a Stock Option  Agreement  between the Corporation and the Optionee and shall be
subject  to the  following  terms and  conditions  and to such  other  terms and
conditions not  inconsistent  therewith as the Committee may deem appropriate in
each case:

                  (a)  Option  Price.  The price to be paid for  shares of stock
         upon the exercise of such option shall be  determined  by the Committee
         at the time such  option is  granted,  but such price in the case of an
         incentive stock option shall not be less than the fair market value, as
         determined  by  the  Committee  consistent  with  Treas.  Reg.  Section
         20.2031-2  and the  requirements  of Section  422 of the Code,  of such
         stock on the date on which such option is granted; and provided further
         that the Committee may in no event award non-qualified stock options at
         a price less than 85% of the fair market  value of the Common  Stock on
         the date of grant,  as  determined  by the  Committee  consistent  with
         Treas. Reg. ss. 2031-2.

                  (b) Period for  Exercise  of  Option.  An option  shall not be
         exercisable (i) before a six (6) month period  beginning on the date of
         grant  or,  if later,  the date on which  the Plan is  approved  by the
         Corporation's  shareholders or (ii) after the expiration of such period
         as shall be fixed by the  Committee at the time such option is granted,
         but such period in no event shall exceed ten (10) years and one (1) day
         from the date on which such option is granted; provided,  however, that
         incentive  stock  options  granted  hereunder  shall  have terms not in
         excess  of  ten  (10)  years.  Options  granted  to  directors  of  the
         Corporation   who  are  not  employees  of  the   Corporation   or  its
         Subsidiaries  ("Outside  Directors")  shall  be for a term of five  (5)
         years  and one day  from  the  date of  grant  thereof,  and  shall  be
         exercisable in full following the later of (i) six (6) months after the
         date of grant,  or (ii) six (6) months after the date on which the Plan
         is approved by the Corporation's shareholders. Options shall be subject
         to earlier termination as hereinafter provided.

                  (c)  Exercise  of Options.  The option  price of each share of
         stock purchased upon exercise of an option shall be paid in full (i) in
         cash at the time of such  exercise,  (ii) if the  Optionee may do so in
         conformity  with  Regulation  T (12  C.F.R.  Section  220.3(e)(4))  and
         without  violating  Section 16(b) or (c) of the 1934 Act and subject to
         approval by the  Committee,  pursuant to a broker's  cashless  exercise
         procedure,  by delivering a properly  executed exercise notice together
         with  irrevocable  instructions to a broker to deliver  promptly to the
         Corporation the total option price in cash and, if desired,  the amount
         of any  taxes to be  withheld  from the  Optionee's  compensation  as a
         result of any  withholding  tax obligation of the Corporation or any of
         its Subsidiaries,  as specified in such notice, or (iii) subject to the
         approval of the Committee, by tendering to the Corporation whole shares
         of the  Corporation's  Common Stock owned by him, or any combination of
         whole shares of the  Corporation's  Common Stock owned by him and cash,
         having a fair  market  value  equal to the cash  exercise  price of the
         shares with  respect to which the option is being  exercised.  For this
         purpose, any shares so

                                                                

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         tendered by an Optionee  shall be deemed to have a fair market value as
         determined  by  the  Committee  consistent  with  Treas.  Reg.  Section
         20.2031-2  and  the  requirements  of  Section  422  of the  Code.  The
         Committee shall have the authority to grant options exercisable in full
         at any time during their term, or exercisable in such  installments  at
         such  times  during  their  term  as  the  Committee   may   determine.
         Installments not purchased in earlier periods shall be cumulated and be
         available  for  purchase  in  later  periods.   Subject  to  the  other
         provisions of this Plan, an option may be exercised at any time or from
         time to time  during  the  term of the  option  as to any or all  whole
         shares which have become  subject to purchase  pursuant to the terms of
         the  option  or the  Plan,  but not at any  time as to  fewer  than one
         hundred  (100)  shares  unless the  remaining  shares which have become
         subject to purchase are fewer than one hundred (100) shares.  An option
         may be exercised only by written notice to the  Corporation,  mailed to
         the attention of its  Secretary,  signed by the Optionee (or such other
         person or persons as shall  demonstrate to the Corporation his or their
         right to  exercise  the  option),  specifying  the  number of shares in
         respect of which it is being  exercised,  and accompanied by payment in
         full by cash or check in the amount of the  aggregate  option price for
         the shares, by delivery of the irrevocable broker instructions referred
         to above or if the  Committee  has  approved  the use of the stock swap
         feature  provided  for above,  followed as soon as  practicable  by the
         delivery of the option price for such shares.

                  (d)  Certificates.  The  certificate or  certificates  for the
         shares as to which the option is exercised  shall be  registered in the
         name of the  person or persons  so  exercising  the option and shall be
         delivered  to or upon the order of such person or  persons,  as soon as
         practicable  after such written notice is received by the  Corporation.
         An Optionee  shall not have any rights of a  shareholder  in respect to
         the  shares  of stock  subject  to an  option  until  such  shares  are
         purchased upon exercise of such option.

                  (e)  Termination  of Option.  If an  Optionee  (other  than an
         Outside  Director)  ceases to be an employee of the Corporation and the
         Subsidiaries for any reason other than retirement,  permanent and total
         disability  (within the meaning of ss. 22(e)(3) of the Code), or death,
         any option granted to him shall forthwith terminate; provided, that the
         Committee may authorize an option  agreement to provide that the option
         will continue to be exercisable until a date following termination, but
         such  date  shall  not be later  than the later of (i) the date 30 days
         after  termination of employment,  or (ii) the last day of the month in
         which the last of the incentive stock options,  if any,  subject to the
         option agreement become  exercisable.  Leave of absence approved by the
         Committee shall not constitute cessation of employment.  If an Optionee
         (other  than an  Outside  Director)  ceases  to be an  employee  of the
         Corporation and the  Subsidiaries  by reason of retirement,  any option
         granted to him may be exercised by him in whole or in part within three
         (3) months after the date of his retirement,  whether or not the option
         was  otherwise  exercisable  at the date of his  retirement.  (The term
         "retirement"  as used herein means such  termination  of  employment as
         shall entitle such  individual to early or normal  retirement  benefits
         under  any  then  existing   pension  plan  of  the  Corporation  or  a
         Subsidiary).  If an Optionee (other than an Outside Director) ceases to
         be an employee of the  Corporation  and the  Subsidiaries  by reason of
         permanent and total disability (within the meaning of ss. 22(e)(3) of

                                                                 

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         the Code),  any option  granted to him may be exercised by him in whole
         or in part  within  one (1) year after the date of his  termination  of
         employment by reason of such  disability  whether or not the option was
         otherwise exercisable at the date of such termination.  In the event of
         the death of an Optionee  while in the employ of the  Corporation  or a
         Subsidiary, or within three (3) months after the date of his retirement
         or within  one (1) year  after the  termination  of his  employment  by
         reason of  permanent  and total  disability  (within the meaning of ss.
         22(e)(3) of the Code),  any option  granted to him may be  exercised in
         whole or in part at any time within one (1) year after the date of such
         death by the executor or  administrator  of his estate or by the person
         or  persons  entitled  to the option by will or by  applicable  laws of
         descent and  distribution  until the  expiration  of the option term as
         fixed  by the  Committee,  whether  or not  the  option  was  otherwise
         exercisable  at the  date of his  death.  Options  granted  to  Outside
         Directors  shall cease to be exercisable  six (6) months after the date
         such Outside  Director is no longer a director of the  Corporation  for
         any reason.  In the event of the death of an Optionee who is an Outside
         Director  while serving as a director of the  Corporation or within six
         (6) months  after he ceases to be a director  of the  Corporation,  any
         option  granted to him may be exercised in whole or in part at any time
         within  one (1) year after the date of such  death by the  executor  or
         administrator of his estate or by the person or persons entitled to the
         option by will or by applicable laws of descent and distribution  until
         the  expiration of the option term fixed by the  Committee,  whether or
         not the  option  was  otherwise  exercisable  at the date of his death.
         Notwithstanding  anything in the foregoing to the  contrary,  no option
         shall in any event be  exercisable  after the  expiration of the period
         fixed by the Committee in accordance with subsection (b) above.

                  (f)  Nontransferability  of  Option.  An  Option  may  not  be
         transferred  by the  Optionee  otherwise  than by  will or the  laws of
         descent and distribution or pursuant to a qualified  domestic relations
         order as  defined  by the Code or  Title 1 of the  Employee  Retirement
         Income Security Act of 1974, as amended, and during the lifetime of the
         Optionee  shall be  exercisable  only by him or his  guardian  or legal
         representative.

                  (g) Maximum Incentive Stock Options. The aggregate fair market
         value of stock with respect to which  incentive  stock options  (within
         the meaning of Section 422 of the Code) are  exercisable  for the first
         time by an  Optionee  during  any  calendar  year under the Plan or any
         other  plan  of  the  Company  or its  Subsidiaries  shall  not  exceed
         $100,000.  For this purpose, the fair market value of such shares shall
         be  determined  as of the date  the  option  is  granted  and  shall be
         computed  in such  manner  as shall  be  determined  by the  Committee,
         consistent  with the  requirements  of Section 422 of the Code.  If the
         immediate  exercisability  of incentive  stock options arising from the
         retirement,  death or  permanent  and total  disability  of an Optionee
         pursuant to Section 5(e) above would cause this $100,000  limitation to
         be exceeded for an Optionee, the Committee shall convert as of the date
         on which such  incentive  stock  options  become  exercisable  all or a
         portion  of the  outstanding  incentive  stock  options  held  by  such
         Optionee to  non-qualified  stock  options to the extent  necessary  to
         comply with the $100,000 limitation.



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                  (h) Investment  Representations.  Unless the Shares Subject to
         an option are registered under applicable  federal and state securities
         laws, each Optionee by accepting an option shall be deemed to agree for
         himself and his legal  representatives  that any option  granted to him
         and any and all shares of Common Stock  purchased  upon the exercise of
         the option shall be acquired for  investment and not with a view to, or
         for sale in  connection  with,  any  distribution  thereof.  Unless the
         shares subject to an option are registered under applicable federal and
         state securities laws, each notice of the exercise of any portion of an
         option shall be accompanied by a representation  in writing,  signed by
         the Optionee or his legal representatives, as the case may be, that the
         shares of Common Stock are being  acquired in good faith for investment
         and  not  with  a  view  to,  or  for  sale  in  connection  with,  any
         distribution   thereof   (except  in  case  of  the  Optionee's   legal
         representatives for distribution, but not for sale, to his legal heirs,
         legatees  and other  testamentary  beneficiaries).  Any  shares  issued
         pursuant to an exercise of an option may bear a legend  evidencing such
         representations and restrictions.

    6. Incentive Stock Options and Non-Qualified Stock Options.  Options granted
under the Plan may be incentive  stock  options under Section 422 of the Code or
non-qualified  stock  options.  All options  granted  hereunder  will be clearly
identified as either incentive stock options or non-qualified  stock options. In
no event shall the  exercise of an incentive  stock  option  affect the right to
exercise  any  non-qualified  stock  option.  nor  shall  the  exercise  of  any
non-qualified  stock  option  affect the right to exercise any  incentive  stock
option.  Nothing  in this  Plan  shall be  construed  to  prohibit  the grant of
incentive  stock  options and  non-qualified  stock  options to the same person;
provided,  however, that incentive stock options and non-qualified stock options
shall not be granted in a manner whereby the exercise of one non-qualified stock
option or incentive stock option affects the exercisability of the other.

    7. Adjustment of Shares. In the event of any change after the effective date
of the  Plan in the  outstanding  stock  of the  Corporation  by  reason  of any
reorganization,  recapitalization,  stock split, stock dividend,  combination of
shares, exchange of shares, merger or consolidation,  liquidation,  or any other
change after the effective date of the Plan in the nature of the shares of stock
of the  Corporation,  the Committee  shall  determine what changes,  if any, are
appropriate in the number and kind of shares reserved under the Plan, and in the
option price under and restricted  share price and the number and kind of shares
covered by outstanding  Awards granted under the Plan. Any  determination of the
Committee hereunder shall be conclusive.

    8. Restricted  Share Awards.  The Committee may also grant  restricted share
awards of Common Stock which entitle Awardees to receive shares of Common Stock.
Each restricted  share award shall be evidenced by a Restricted  Share Agreement
between the Corporation and the Awardee which such Agreement shall set forth the
terms  and  conditions  of the award to the  extent  not  inconsistent  with the
provisions  of the Plan. A restricted  share award may provide for the crediting
or payment to do Awardee,  on each dividend  payment date, of an amount equal to
the dividends on awarded shares.  A restricted  share award may also provide for
the distribution of shares subject to the following conditions:



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                  (a) the shares  may not be  distributed  earlier  than six (6)
         months after grant;

                  (b) the shares may not be transferred until the lapsing of the
         forfeiture provisions;

                  (c) the shares  shall be deposited  with the  Secretary of the
         Corporation;

                  (d) dividends on awarded  shares shall be  distributed at such
         times as are determined by the Committee; and

                  (e) the  shares  shall be  subject  to  forfeiture  under  the
         circumstances  described in the Restricted Share Agreement  between the
         Corporation and the Awardee.

Each  restricted  share award shall provide for the  distribution of the awarded
shares free of all  restrictions  at such time or times as the  Committee  shall
determine, and specify in the Restricted Share Agreement.

    9. Tax  Withholding.  Whenever  the  Corporation  proposes or is required to
issue or transfer shares under the Plan, the Corporation shall have the right to
require the Awardee or his legal  representative  to remit to the Corporation an
amount  sufficient  to satisfy any federal,  state and/or local tax  withholding
requirements  prior to the delivery of any certificate or certificates  for such
shares or lifting  the  legends on Common  Stock  subject to  restrictions,  and
whenever under the Plan payments are to be made in cash,  such payments shall be
net  of an  amount  sufficient  to  satisfy  any  federal,  state  and/or  local
withholding  requirements;  provided,  however,  that  to the  extent  expressly
provided  in a  Stock  Option  Agreement  or  Restricted  Share  Agreement,  the
Corporation may make an additional cash payment to the Awardee equal to all or a
portion of his withholding obligation.

    Notwithstanding  the above and to the extent permitted by the Committee,  an
Optionee may make a written  election to have shares  having an  aggregate  fair
market value  sufficient to satisfy the  applicable  withholding  taxes withheld
from the shares  otherwise  to be  received  upon the  exercise  of the  option.
Elections by Optionees to have shares  withheld for this purpose will be subject
to the following provisions:

                  (a) they must be made prior to the date as of which the amount
         of tax withheld is determined (the "Tax Date");

                  (b) the  option  price  under any option may not be reduced to
         less,  than the fair  market  value,  as  determined  by the  Committee
         consistent  with the  requirements  of Section 422 of the Code,  of the
         stock on the date such option is granted, except as provided in Section
         7 hereof;

                  (c) they will be irrevocable; and

                  (d) they will be subject to the disapproval of the Committee.



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    10. Tax  Benefit.  The  Committee  may,  in its sole  discretion,  include a
provision in any Option  Agreement or Restricted  Share  Agreement that provides
for an  additional  cash  payment  from the  Corporation  to the grantee of such
option or award  equal to the tax  benefit  to be  received  by the  Corporation
attributable  to its federal  income tax deduction,  if any,  resulting from the
exercise, vesting, cancellation,  disposition or other transaction involving the
option or the shares subject to the option or restricted share award.

    11.  Replacement and Extension of the Terms of Options and Cash Awards.  The
Committee  from  time to time may  permit an  Optionee  (other  than an  Outside
Director)  under the Plan or any other stock option plan heretofore or hereafter
adopted by the Corporation or any Subsidiary to surrender for  cancellation  any
unexercised  outstanding stock option and receive from his employing corporation
in exchange  therefor an option for such number of shares of Common Stock as may
be designated by the Committee.  Such Optionees also may be granted related cash
awards as provided in Section 10 hereof.

    12. Amendment.  The Board of Directors of the Corporation may amend the Plan
from  time to time  and,  with  the  consent  of the  Optionee,  the  terms  and
provisions of his Awards,  except that without the approval of the holders of at
least a majority of the shares of the  Corporation  voting in person or by proxy
at a duly constituted meeting or adjournment thereof:

                  (a) the number of shares of stock  which may be  reserved  for
         issuance  under the plan may not be  increased  except as  provided  in
         Section 7 hereof;

                  (b) the period during which an option may be exercised may not
         be  extended  beyond  ten (10)  years and one day from the day on which
         such option was granted;

                  (c) the class of persons to whom  Awards may be granted  under
         the Plan shall not be modified materially;

                  (d) the benefits  accruing to Awardees  under the plan may not
         be materially increased;

                  (e) the  number of shares  subject to options to be granted to
         outside  Directors or the date of grant or the exercise price and other
         terms  thereof  shall not be changed  except as  provided  in Section 7
         hereof unless the Corporation at the time has ceased to have its Common
         Stock registered under ss. 12 of the 1934 Act.

    No amendment of the Plan, however, may, without the consent of the Awardees,
make any changes in any outstanding  Awards  theretofore  granted under the Plan
which would adversely affect the rights of such Awardees.

    13. Termination. The Board of Directors of the Corporation may terminate the
Plan at anytime  and no award  shall be granted  thereafter.  Such  termination,
however,  shall not affect the validity of any award  theretofore  granted under
the Plan. In any event,  no incentive stock option may be granted under the Plan
after the conclusion of a ten (10) year period commencing on the


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date the Plan is adopted or, if earlier, the date the Plan is approved by the
Corporation's shareholders.

    14.  Successors.  This Plan shall be binding upon the successors and assigns
of the Corporation.

    15. Governing Law. The terms of any awards granted  hereunder and the rights
and obligations hereunder of the Corporation,  the Awardees and their successors
in interest shall,  except to the extent governed by Federal law, be governed by
Indiana law.

    16. No Right to Continued Service.  Nothing in this Plan or in any agreement
entered into pursuant hereto shall confer on any person any right to continue in
the employ or  service  of the  Corporation  or its  Subsidiaries  or affect any
rights  that  the  Corporation,   a  Subsidiary,  or  the  shareholders  of  the
Corporation may have to terminate his service at any time.

    17. Government and Other Regulations.  The obligations of the Corporation to
issue or transfer and deliver shares under options  granted under the Plan shall
be  subject to  compliance  with all  applicable  laws,  governmental  rules and
regulations, and administrative action.

    18.  Effective  Date.  The Plan shall become  effective on the Closing Date;
provided,  however, that the granting of any option under the Plan or restricted
share award is  conditional  upon the approval of the Plan by the  Corporation's
shareholders  no later than twelve (12) months after such effective date and the
options  granted  pursuant to the Plan may not be  exercised  until the Board of
Directors of the  Corporation has been advised by counsel that such approval has
been  obtained  and all  other  applicable  legal  requirements  have  been met,
provided, further, that if shareholder approval does not occur or if the closing
of the  Public  Offering  does not  occur as  provided  above,  the Plan and all
outstanding options and restricted share awards shall terminate.