EXHIBIT 10.33

No. of Shares:  200,000                                            Warrant No. 1








                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              STARCRAFT CORPORATION



                            Dated: November 23, 1998











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                                TABLE OF CONTENTS

                                                                            Page


SECTION 1.  DEFINITIONS........................................................1

SECTION 2.  EXERCISE OF WARRANT................................................2
         2.1.  Exercise Generally..............................................2
         2.2.  Shareholder Approval; Alternative Cash Award Upon Exercise......3
         2.3.  Expenses of Exercise............................................3

SECTION 3.  ANTI-DILUTION......................................................3

SECTION 4.  RESERVATIONS.......................................................3

SECTION 5.  SALE OF THE COMPANY; REORGANIZATIONS...............................3

SECTION 6.  DISSOLUTION OR LIQUIDATION.........................................4

SECTION 7.  NOTICE OF DIVIDENDS................................................5

SECTION 8.  FRACTIONAL SHARES..................................................5

SECTION 9.  FULLY PAID STOCK; VOTING RIGHTS UPON EXERCISE; TAXES...............5

SECTION 10.  CLOSING OF TRANSFER BOOKS.........................................5

SECTION 11.  REGISTRATION RIGHTS...............................................5
         Section 11.1  Piggyback Registration..................................5
         Section 11.2.  Registration Procedures................................6
         Section 11.3.  Information to be Furnished by Holders.................8
         Section 11.4.  Expenses of Registration...............................8
         Section 11.5.  Indemnification and Contribution.......................8
         Section 11.6.  Underwriting Agreement................................10
         Section 11.7. Future Registration Rights.............................10
         Section 11.8. Reports Under Securities Exchange Act of 1934..........10
         Section 11.9.  Form S-3 Registration.................................11

SECTION 12.  LOST, STOLEN WARRANTS, ETC.......................................12

SECTION 13.  SEVERABILITY.....................................................13

SECTION 14.  MISCELLANEOUS....................................................13
         14.1.  Notices.......................................................13


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         14.2.  Successors and Assigns........................................13
         14.3.  Amendments....................................................13
         14.4.  Headings......................................................13
         14.5.  Governing Law.................................................13
         14.6.  Exclusive Jurisdiction.  .....................................13

EXHIBIT A....................................................................A-1




 
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       No. of Shares:  200,000*                                    Warrant No. 1
(*subject to ss. 2.2 of this Warrant)

                            Dated: November 23, 1998

                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              STARCRAFT CORPORATION

         THIS  IS TO  CERTIFY  that,  for  value  received  and  subject  to the
provisions hereinafter set forth,

                                  Kelly L. Rose

                                   or assigns

is entitled upon the due exercise  hereof at any time during the Exercise Period
(as  hereinafter  defined) to purchase from  Starcraft  Corporation,  an Indiana
corporation  (the  "Company"),   up  to  200,000  shares  of  Common  Stock  (as
hereinafter defined and subject to adjustment as provided herein) of the Company
at the  Exercise  Price (as  hereinafter  defined and subject to  adjustment  as
provided herein) for each share of Common Stock so purchased and to exercise the
other rights, powers and privileges  hereinafter provided,  all on the terms and
conditions and pursuant to the provisions hereinafter set forth.

Attest:                                   STARCRAFT CORPORATION


/s/ Michael H. Schoeffler                 By:/s/ Michael H. Schoeffler
-----------------------------             ----------------------------
Secretary                                    President

                    Additional provisions follow on the next
                      17 pages and are incorporated in this
                      Warrant as if set forth on this page.

                                        3

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SECTION 1.  DEFINITIONS.

         In  addition  to the  terms  defined  elsewhere  in this  Warrant,  the
following terms have the following respective meanings:

         The "Alternative Cash Amount" shall be payable only when the conditions
set forth in ss.2.2(iii) apply, and shall mean an amount equal to the product of
(x) 175,000 times (y) the excess, if any, of (A) the fair market value per share
of the Underlying  Shares on the date of exercise of this Warrant,  over (B) the
Exercise Price.

         "Business Day" shall mean any day except  Saturday,  Sunday and any day
which shall be a Federal legal holiday or a day on which banking institutions in
the State of Indiana  are  authorized  or  required  by law or other  government
actions to close.

         A "Change of Control"  shall be deemed to have  occurred if during,  or
following the consummation of, a stock purchase program,  tender offer, exchange
offer,  merger,  consolidation,  sale  of  assets,  contested  election,  or any
combination  of the  foregoing  transactions,  any  person,  entity  or group of
persons acting in concert,  directly or indirectly (1) acquires ownership of the
power to vote in excess  of 50% of the  voting  securities  of  Company,  or (2)
otherwise  acquires,  directly or  indirectly,  the power to direct or cause the
direction of the management and policies of the Company.

         "Common  Stock"  shall mean the  Company's  Common  Stock,  without par
value.

         "Commission" shall mean the Securities and Exchange Commission,  or any
other federal agency at the time administering the Securities Act.

         "Company" shall mean Starcraft Corporation, an Indiana corporation, and
any  successor  to all or  substantially  all of the assets and business of such
corporation.

         "Exercise  Period" shall mean the period  commencing on the date hereof
and terminating on the Expiration Date.

         "Exercise Price" shall mean $2.20 share, which is the fair market value
per share of the  Underlying  Shares on the date of  issuance  of this  Warrant,
adjustable as set forth in ss. 3.

         "Expiration Date" shall mean November 23, 2008.

         "Holder" shall mean the registered holder of this Warrant,  and, if the
context so indicates, the holder of Warrant Shares.

         "NASD" shall mean the National Association of Securities Dealers, Inc.

         "Person" shall mean an  individual,  partnership,  corporation,  trust,
unincorporated  organization or any other entity,  and a government or agency or
political subdivision thereof.


                                        1

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         "Registration  Expenses"  shall  mean  all  expenses  incident  to  the
Company's  performance  of  or  compliance  with  ss.  13,  including,   without
limitation,  all  registration,  filing and NASD fees,  all fees and expenses of
complying  with  state  securities  or  blue  sky  laws,  all  word  processing,
duplicating and printing expenses, messenger and delivery expenses, the fees and
disbursements  of  counsel  for  the  Company  and  of  its  independent  public
accountants,  including  the  expenses of any special  audits or "cold  comfort"
letters required by or incident to such performance and compliance, the fees and
disbursements of counsel and accountants  retained by the Holder with respect to
Underlying  Shares or Warrant  Shares  being  registered,  all fees and expenses
incurred in complying with the Company's indemnification  obligations,  premiums
and other costs of policies of insurance against  liabilities arising out of the
public  offering  of  such  securities  and  any  fees  and   disbursements   of
underwriters customarily paid by issuers or sellers of securities.

         "Sale of the Company"  shall mean any Change of Control of the Company,
whether such Change of Control occurs  through  merger,  consolidation,  sale of
assets or stock, exchange of securities, or otherwise.

         "Securities Act" shall mean the Securities Act of 1933, as amended,  or
any similar  federal  statute,  and the rules and  regulations of the Commission
thereunder, all as the same shall be in effect at the time.

         "Underlying  Shares"  shall  mean the  shares  of  Common  Stock of the
Company issuable upon exercise of this Warrant.

         "Warrant" or "this  Warrant" as used herein shall mean this Warrant and
any warrant hereafter issued in exchange or substitution for this Warrant.

         "Warrant  Shares"  shall mean the shares of Common Stock of the Company
issued upon the exercise of this Warrant.

SECTION 2.  EXERCISE OF WARRANT.

         2.1.  Exercise  Generally.  The rights  represented by this Warrant are
issued as an inducement to the initial Holder to guaranty the obligations of the
Company under that certain Continuing Guaranty (the "Guaranty")  executed by the
Company in favor of Foothill Capital Corporation  ("Lender") which Guaranty,  in
turn,  guaranties the payment to Lender by Starcraft  Automotive Group, Inc. and
National  Mobility  Corporation,  both of which  are  Indiana  corporations  and
wholly-owned  subsidiaries of the Company  (collectively,  the "Borrowers"),  of
certain  indebtedness  existing pursuant to a Loan and Security  Agreement dated
November  23,  1998,  among the  Company,  the  Borrowers  and Lender (the "Loan
Agreement") and other  instruments and documents  executed by Borrowers in favor
of Lender in connection  therewith,  including without limitation a $[7,800,000]
Promissory Term Note executed by each Borrower in favor of Lender (the "Note").


                                        2

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         Subject to the conditions  hereinafter  set forth,  this Warrant may be
exercised  in whole or in part  (but not as to any  fractional  share of  Common
Stock), during the Exercise Period, but in no event subsequent to the end of the
Exercise  Period,  by the surrender of this Warrant (with the exercise notice at
the end hereof duly  completed and executed) at the office of any duly appointed
transfer agent for the Common Stock or at the principal office of the Company in
Goshen,  Indiana,  and upon  payment to the  Company,  or for the account of the
Company,  of the Exercise  Price.  Payment of the Exercise  Price may be made by
cash in immediately  available funds or by certified  check or bank draft.  This
Warrant  and all rights and options  hereunder  shall  expire at the  Expiration
Date,  and shall be  wholly  null and void to the  extent  this  Warrant  is not
exercised  before that time. The Company agrees that the Warrant Shares shall be
and shall be deemed to be issued to the  Holder  hereof as the  record  owner of
such  Warrant  Shares  as of the  close of  business  on the date on which  this
Warrant  shall  have  been  surrendered  and  payment  made for such  shares  as
aforesaid.  Certificates for the Warrant Shares shall be delivered to the Holder
hereof  within a reasonable  time,  not  exceeding 30 Business  Days,  after the
Warrant shall have been so exercised,  and,  unless this Warrant has expired,  a
new Warrant  representing the number of Underlying  Shares, if any, with respect
to which this Warrant shall not then have been exercised shall also be issued to
the Holder hereof within such time.

         2.2. Shareholder Approval;  Alternative Cash Award Upon Exercise.  This
Warrant is issued to the initial Holder hereof  subject to the following:  (i) a
determination  by the  staff  of  The  Nasdaq  Stock  Market's  SmallCap  Market
("Nasdaq")  that  shareholder  approval is not required for the issuance of this
Warrant pursuant to subparagraph (25)(H) of NASD Rule 4310 (relating to Nasdaq's
qualification  requirements for domestic and Canadian  securities),  or (ii) the
approval of such  issuance  by the  shareholders  at the next annual  meeting of
shareholders,  or (iii) the requirement,  if such approval is required by Nasdaq
but is not  forthcoming  at the next annual  meeting of  shareholders,  that the
aggregate  number of Warrant Shares to be issued upon the exercise  hereof shall
not exceed  25,000  Warrant  Shares,  in which case the Holder  exercising  this
Warrant  shall be entitled to  receive,  in addition to the Warrant  Shares upon
such  exercise but in any event subject to ss.15 hereof,  the  Alternative  Cash
Amount.  Payment  of  the  Alternative  Cash  Amount  may be  made  by  cash  in
immediately  available funds or by certified check or bank draft at the time the
certificate for the Warrant Shares is issued.

         2.3.  Expenses of Exercise.  The Company shall pay all expenses,  taxes
and other charges  payable in  connection  with the  preparation,  execution and
delivery of stock certificates under this ss. 2, regardless of the name or names
in which such stock certificates shall be registered.

SECTION 3.  ANTI-DILUTION.

         The  Underlying  Shares shall be subject to change or adjustment as set
forth in Exhibit A to this Warrant.

                                        3

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SECTION 4.  RESERVATIONS.

         The Company shall at all times reserve and keep  available  such number
of  authorized  shares of its Common  Stock,  solely for the purpose of issuance
upon the exercise of the rights represented by this Warrant,  as may at any time
be issuable upon the exercise of this Warrant.

SECTION 5.  SALE OF THE COMPANY; REORGANIZATIONS.

         If,  in  connection   with  any  Sale  of  the  Company,   any  capital
reorganization  or  reclassification  of the capital  stock of the Company,  any
other  change  of  outstanding   shares  of  Common  Stock,  or  any  merger  or
consolidation of the Company with or into another Person,  or in the case of any
sale or  conveyance  to another  Person of the  property  of the  Company as, or
materially  as, an entirety (a  "Reorganization"),  the Company shall cause such
Reorganization  to be effected in such a way that  holders of Common Stock shall
be  entitled  to  receive  stock,  securities  or assets  with  respect to or in
exchange for Common  Stock,  then,  as a condition of such  Reorganization,  the
Company  shall cause  effective  provision  to be made  whereby the Holder shall
thereafter  have the  right to  receive,  upon the  basis and upon the terms and
conditions  specified  in  this  Warrant,  and  in  lieu  of  the  Common  Stock
immediately  theretofore  receivable  upon the  exercise of this  Warrant,  such
shares of stock,  securities  or  assets as would  have been (by  virtue of such
Reorganization) issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares of Common Stock
immediately  theretofore receivable upon the exercise of this Warrant,  assuming
such exercise had taken place immediately prior to such  Reorganization.  In any
such case,  appropriate  provision  shall be made with respect to the rights and
interests  of the  Holder  to the end that  the  provisions  hereof  (including,
without limitation, provisions for adjustments of the number of shares of Common
Stock  receivable upon exercise of this Warrant) shall thereafter be applicable,
as nearly as may be, in  relation to any shares of stock,  securities  or assets
thereafter  receivable upon the exercise of this Warrant.  The Company shall not
effect any such  Reorganization,  unless,  prior to or  simultaneously  with the
consummation thereof, the successor entity (if other than the Company) resulting
from such transaction shall assume by written instrument, executed and mailed or
delivered to the Holder,  the obligation to deliver to the Holder such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
Holder may be entitled to receive.  Notice of any proposed  Reorganization shall
be given by the  Company to the Holder as  promptly  as  practicable  after such
transaction  appears  likely but in no event less than 30 Business Days prior to
the consummation of the Reorganization.

SECTION 6.  DISSOLUTION OR LIQUIDATION.

         Upon  any  proposed  distribution  of  the  assets  of the  Company  in
dissolution  or  liquidation  (except  under  circumstances  when ss. 5 shall be
applicable),  the Company shall mail notice thereof to the Holder and shall make
no  distribution  to its  shareholders  until the expiration of 30 days from the
date of  mailing  of such  notice  and,  in any such  event,  the Holder of this
Warrant may exercise the purchase  rights with respect to this Warrant within 30
days from the date of mailing  such  notice.  All rights  herein  granted not so
exercised within such 30-day period shall therafter become null and void.

                                        4

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SECTION 7.  NOTICE OF DIVIDENDS.

         If the Board of Directors of the Company  shall declare any dividend or
other distribution on its Common Stock, the Company shall mail notice thereof to
the Holder not less than 30 days prior to the record date fixed for  determining
shareholders entitled to participate in such dividend or other distribution, and
the Holder shall not  participate in such dividend or other  distribution  or be
entitled  to any  rights on  account  or as a result  thereof  unless and to the
extent that this Warrant is exercised  prior to such record date or as otherwise
provided by this  Warrant.  The  provisions  of this section  shall not apply to
distributions made in connection with transactions covered by ss. 5.

SECTION 8.  FRACTIONAL SHARES.

         The  Company  shall  not be  required  to issue  or cause to be  issued
fractional  shares on the exercise of this Warrant and any such fractional share
otherwise issuable shall be rounded down to the nearest whole share.

SECTION 9.  FULLY PAID STOCK; VOTING RIGHTS UPON EXERCISE; TAXES.

         (a) The  Company  covenants  and  agrees  that the shares of its Common
Stock  represented  by each  certificate to be delivered on the exercise of this
Warrant shall, at the time of such delivery,  be validly issued and outstanding,
and be fully paid and nonassessable. The Company covenants and agrees that, upon
issuance of the  Underlying  Shares,  the  Underlying  Shares  shall have voting
rights equivalent to those of any other holder of Common Stock.

         (b) The Company  covenants  and agrees that it shall pay,  when due and
payable,  any and all federal and state  issuance or transfer  taxes that may be
payable in respect of this  Warrant or any Common Stock or  certificates  issued
hereunder.  The Company shall not, however, be required to pay any tax which may
be payable in respect of any  transfer  involved in the transfer and delivery of
stock  certificates in the name other than that of the Holder,  and any such tax
shall be paid by the Holder at the time of presentation.

SECTION 10.  CLOSING OF TRANSFER BOOKS.

         The right to exercise  this Warrant  shall not be suspended  during any
period that the stock  transfer books of the Company for its Common Stock may be
closed.  The  Company  shall  not  be  required,   however,   to  deliver  stock
certificates  upon  such  exercise  while  such  books are duly  closed  for any
purpose,  but the Company may postpone the delivery of such  certificates  until
the opening of such books.  In such case,  the  certificates  shall be delivered
promptly after the books are opened.

SECTION 11.  REGISTRATION RIGHTS.

                                        5

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         Section  11.1  Piggyback  Registration.  If at  any  time  the  Company
proposes for any reason to register  (including  for this purpose a registration
effected  by the  Company  for  securityholders  other  than the  Holders of the
Warrants or Warrant  Shares) any securities  under the Securities Act, it shall,
each  such  time,  promptly  (but in no  event  less  than 30 days  prior to the
proposed date of the filing of the registration statement relating thereto) give
written notice to the Holders of the Warrants and Warrant  Shares  (collectively
the "Eligible Securities") then outstanding of its intention to do so, and, upon
the written request, given within 20 days after receipt of any such notice, of a
Holder to register any of his Eligible  Securities,  the Company shall cause all
Eligible  Securities  with  respect to which  Holders  shall  have so  requested
registration to be registered  under the Securities Act promptly upon receipt of
the written request of such Holders for such registration.

         In the event that any registration  pursuant to this ss. 11.1 shall be,
in whole or in part,  an  underwritten  public  offering  of  securities  of the
Company  registered  under the Securities Act, the Company shall arrange for the
Eligible  Securities  requested to be registered pursuant to this ss. 11.1 to be
included in the underwriting.  The inclusion of the Eligible  Securities will be
on the same terms and conditions as the comparable securities, if any, otherwise
being  sold  through  underwriters  under  such  registration,  or on terms  and
conditions  comparable  to  those  normally  applicable  to  offerings  of  such
securities in reasonably  similar  circumstances in the event that no securities
comparable to the Eligible Securities are being sold through  underwriters under
such registration.

         If the Company proposes to include in such underwritten public offering
any  securities  owned  by any  shareholder  of the  Company  (such  securities,
"Additional  Securities") and the managing underwriter reasonably determines and
advises in writing that the  inclusion in the offering of all of the  securities
to be sold for the Company's  account,  the Eligible  Securities  covered by the
requests  for  registration  made  under  this  ss.  11.1,  and  the  Additional
Securities would interfere with the successful marketing of the securities to be
sold  for the  Company's  account,  then  (i)  there  shall  first  be  excluded
Additional Securities proposed to be included and then (ii) the requisite number
of  Eligible  Securities  proposed to be  included  shall be  excluded  from the
underwritten  portion  of the  public  offering,  on a basis pro rata  among the
holders  of the  Eligible  Securities  requesting  such  registration,  and such
excluded Securities shall be withheld from the market by the holders thereof for
a period which the managing  underwriter  reasonably  determines is necessary in
order to effect the underwritten portion of the public offering.

         Section 11.2. Registration  Procedures.  If and whenever the Company is
under an  obligation  pursuant  to the  provisions  of ss.  11.1 to use its best
efforts to effect the  registration  of any  Eligible  Securities,  the  Company
shall, as expeditiously as practicable:

                  (i)      prepare and file with the  Commission a  registration
                           statement  with respect to such  Eligible  Securities
                           and use its best  efforts to cause such  registration
                           statement to become  effective  and remain  effective
                           and current in compliance with the Securities Act for
                           a period of [90] days for a piggyback registration;

                  (ii)     prepare and file with the Commission  such amendments
                           and supplements to

                                        6

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                           such  registration  statement and the prospectus used
                           in  connection  therewith as may be necessary to keep
                           such registration  statement effective and current in
                           compliance with the Securities Act for the applicable
                           period specified in clause (i) of this ss. 11.2;

                  (iii)    furnish to each selling  stockholder  such numbers of
                           copies of each prospectus (including each preliminary
                           prospectus) in conformity  with the  requirements  of
                           the  Securities  Act, and such other  documents  such
                           selling  shareholders  shall reasonably  request,  to
                           facilitate  the  public  offering  of their  Eligible
                           Securities;

                  (iv)     register or qualify the Eligible  Securities  covered
                           by such  registration  statement under the securities
                           or blue sky laws of such  jurisdictions  as each such
                           seller shall  reasonably  request  (provided that the
                           Company  shall  not  be  required  to  qualify  to do
                           business  or file a general  consent  to  service  of
                           process  in any  jurisdiction  where  it is not  then
                           qualified to do  business);  and do any and all other
                           acts or things which may be  reasonably  necessary or
                           advisable  to enable  such seller to  consummate  the
                           public   sale   or   other    disposition   in   such
                           jurisdictions  of such Eligible  Securities until the
                           sale or other disposition of all Eligible  Securities
                           covered by such registration statement;

                  (v)      notify each selling shareholder any time a prospectus
                           is required to be delivered  under the Securities Act
                           within the appropriate period mentioned in clause (i)
                           of  thisss.11.2,  of the  happening of any event as a
                           result  of  which  the  prospectus  included  in such
                           registration  statement,  as then in effect, includes
                           or may include an untrue  statement of material  fact
                           or omits  to state a  material  fact  required  to be
                           stated  therein or necessary  to make the  statements
                           therein  not  misleading,  and at the  request of any
                           such  seller,  prepare  and  furnish to such seller a
                           reasonable  number of copies of a supplement to or an
                           amendment of such  prospectus  as may be necessary so
                           that,  as thereafter  delivered to the  purchasers of
                           such Eligible  Securities such  prospectus  shall not
                           include an untrue  statement of a material  fact omit
                           to  state  a  material  fact  required  to be  stated
                           therein or necessary to make the  statements  therein
                           not misleading; and

                  (vi)     furnish,  at the  request  of any  Holder or  Holders
                           requesting registration pursuant to the terms hereof,
                           on or about the date that any Eligible Securities are
                           delivered to the  underwriters  for sale  pursuant to
                           such registration or, if such Eligible Securities are
                           not being sold through underwriters, on the date that
                           the  registration  statement  with  respect  to  such
                           Eligible   Securities  becomes   effective:   (a)  an
                           opinion, dated such date, of the counsel representing
                           the  Company for the  purposes of such  registration,
                           addressed  to the  underwriters,  if any,  and to the
                           Holder or Holders  making such  request,  in form and
                           substance as is customarily  given in an underwritten
                           public offering;

                                        7

<PAGE>




                           and  (b)  a  letter,   dated  such  date,   from  the
                           independent   certified  public  accountants  of  the
                           Company   (the   "Accountants"),   addressed  to  the
                           underwriters,  if any,  and to the  Holder or Holders
                           making  such  request,  in form and  substance  as is
                           customarily  given by  independent  certified  public
                           accountants to underwriters in an underwritten public
                           offering.

         Section  11.3.  Information  to be Furnished  by Holders.  Prior to the
Company being obligated to register a particular  prospective  seller's Eligible
Securities pursuant to this Section 11, such seller shall furnish to the Company
such  information and execute such documents  regarding the Eligible  Securities
held by such  seller  and the  intended  method of  disposition  thereof  as the
Company shall  reasonably  request in connection  with the action to be taken by
the Company.

         Section  11.4.  Expenses of  Registration.  The  Company  shall pay all
Registration Expenses in connection with each registration pursuant to ss. 11.1.

         Section 11.5.  Indemnification and Contribution.  (a) The Company shall
indemnify  and hold  harmless  each  Holder,  each of its  officers,  directors,
partners,  agents,  employees and controlling persons (within the meaning of the
Securities  Act)  and  each  person  who   participates  as  an  underwriter  or
controlling person of an underwriter  (within the meaning of the Securities Act)
with respect to a  registration  statement  pursuant to ss. 11.1 or 11.9 against
any losses,  claims,  damages or liabilities (or actions in respect  thereof) to
which any of them may  become  subject  under the  Securities  Act or  otherwise
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material fact in a registration  statement including any Eligible
Securities, any preliminary prospectus or final prospectus contained therein, or
any amendment or supplement  thereto,  or in any  application  or other document
(such   applications   and  documents  are   hereinafter   collectively   called
"Applications") filed in any jurisdiction in order to qualify all or part of the
Eligible  Securities  under  the  securities  laws  thereof  or  filed  with the
Commission  or the  NASD,  or arise  out of or are based  upon the  omission  or
alleged  omission to state therein a material fact required to be stated therein
or necessary to make the statements  therein not misleading,  and will reimburse
any of them for any legal or other expenses  reasonably  incurred by any of them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action;  provided,  however,  that the Company  shall not be liable
hereunder in any such case if any such loss, claim,  damage, or liability arises
out of or is based upon any such untrue  statement or allegedly untrue statement
or such  omission  or  alleged  omission  made in such  registration  statement,
prospectus or amendment or supplement  thereto or in any Application in reliance
upon and in conformity with written information furnished to the Company by such
Holder for inclusion therein;  provided,  however,  that the indemnity agreement
contained in this  paragraph of this ss. 11.5 shall not apply to amounts paid in
settlement of any loss, claim,  damage,  liability,  action or violation if such
settlement is effected  without the consent of the Company  (which consent shall
not be unreasonably withheld).

         (b)  To the  extent  permitted  by  law,  each  Holder  whose  Eligible
Securities are registered on any registration  statement of the Company pursuant
to ss. 11.1 or 11.9 shall indemnify and hold

                                                         8

<PAGE>




harmless  the  Company,  each  of its  officers,  directors,  partners,  agents,
employees and  controlling  persons  (within the meaning of the Securities  Act)
with respect to a  registration  statement  pursuant to ss. 11.1 or 11.9 against
any losses,  claims,  damages or liabilities (or actions in respect  thereof) to
which any of them may  become  subject  under the  Securities  Act or  otherwise
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon any untrue  statement or alleged untrue
statement of a material fact, or omission or alleged omission of a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading,  made in such registration statement,  any preliminary prospectus or
final prospectus contained therein, or any amendment or supplement thereto or in
any  Application,  in reliance upon and in conformity  with written  information
furnished  to the  Company  by such  Holder  for  inclusion  therein,  and  will
reimburse  any of them for any legal or other  expenses  reasonably  incurred by
them in  connection  with  investigation  or  defending,  any such loss,  claim,
damage,  liability or action,  provided that the obligation of each Holder under
this ss.  11.5 shall be limited to an amount  equal to the net  proceeds to such
Holder of the Eligible Securities sold pursuant to such registration  statement,
provided,  however,  that the indemnity agreement contained in this paragraph of
this ss. 11.5 shall not apply to amounts paid in settlement of any loss,  claim,
damage,  liability,  action or violation if such settlement is effected  without
the Holder's consent (which consent shall not be unreasonably withheld).

         (c) Promptly after receipt by an indemnified  party under this ss. 11.5
of notice of the commencement of any action,  such indemnified  party will, if a
claim in respect thereof is to be made against an indemnifying party, notify the
indemnifying  party in writing of the commencement  thereof and the indemnifying
party shall have the right to participate  in and to assume the defense  thereof
at its expense with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such action, if
prejudicial   to  the  ability  to  defend  such  action,   shall  relieve  such
indemnifying  party of any  liability  to the  indemnified  party under this ss.
11.5, but the omission so to notify the indemnifying party will not relieve such
party of any liability that such party may have to any  indemnified  party other
than under this ss. 11.5.

         (d) If the indemnification provided for in this ss. 11.5 is unavailable
to or insufficient to hold harmless an indemnified  party under  subsections (a)
above in respect of any losses,  claims,  damages,  liabilities  or expenses (or
actions or  proceedings  in respect  thereof)  referred  to  therein,  then each
indemnifying  party  shall  contribute  to the  amount  paid or  payable by such
indemnified party as a result of such losses,  claims,  damages,  liabilities or
expenses (or actions or proceedings in respect thereof) in such proportion as is
appropriate  to reflect the relative  benefits and relative fault of the Company
on the one hand and the Holder on the other in connection with the statements or
omissions  which  resulted  in such  losses,  claims,  damages,  liabilities  or
expenses (or actions or  proceedings in respect  thereof),  as well as any other
relevant equitable considerations. The relative benefits received by the Company
on the one hand and the  Holder on the  other  shall be deemed to be in the same
proportion  as the  total  net  proceeds  from the  offering  (before  deducting
expenses) received by the Company bear to the total net proceeds received by the
Holder.  The relative  fault shall be  determined  by reference  to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged  omission to state a material  fact  relates to  information
supplied  by the  Company  on the one hand or the  Holder  on the  other and the
parties  relative  intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.

                                        9

<PAGE>

         The  Company  and the  Holder  agree  that  it  would  not be just  and
equitable if contribution pursuant to this ss. 11(d) were determined by pro rata
allocation  (even if all Holders were treated as one entity for such purpose) or
by any other method of  allocation  which does not take account of the equitable
considerations  referred to above in this ss. 11(d).  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages,  liabilities
or expenses (or actions or proceedings in respect thereto)  referred to above in
this ss. 11(d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

         Section 11.6.  Underwriting Agreement. If Eligible Securities are to be
sold pursuant to a registration  statement in an underwritten  offering pursuant
to ss.  11.1,  the  Company  agrees  to  enter  into an  underwriting  agreement
containing customary representations and warranties with respect to the business
and  operations of an issuer of the  securities  being  registered and customary
covenants  and  agreements  to be performed by such issuer,  including,  without
limiting the generality of the foregoing,  customary  provisions with respect to
indemnification by the Company of the underwriters of such offering.

         Section 11.7. Future  Registration  Rights.  If, subsequent to the date
hereof,  the  Company  grants  piggyback   registration  rights  to  holders  or
prospective  holders  of its  securities  to  include  their  securities  on any
registration  statement proposed to be filed by the Company at the demand of the
Holders made under this  Agreement,  such  piggyback  registration  rights shall
provide for the  exclusion of such  holders'  securities  from the  registration
statement if the managing underwriter of the offering proposed to be made of the
Eligible  Securities  determines that the inclusion of such holders'  securities
would be seriously detrimental to the offering of the Eligible Securities or, if
all or part of the offering of Eligible  Securities  is not to be  underwritten,
the Holders of more than 50% of the  Eligible  Securities  to be included in the
registration statement so determine.

         If,   subsequent  to  the  date  hereof,   the  Company  grants  demand
registration  rights to holders or  prospective  holders  of its  securities  to
demand  that the  Company  register  any  securities  of the  Company  under the
Securities  Act,  such demand  registration  rights  shall be granted  under and
subject to the  piggyback  registration  right of the  Holders to include all or
part of their  Eligible  Securities  in any such  registration  on the terms and
conditions of ss. 11.1.

         Section 11.8.  Reports Under  Securities  Exchange Act of 1934.  With a
view to making  available  to the Holders the  benefits of Rule 144  promulgated
under the Securities Act and any other rule or regulation of the Commission that
may at any time permit a Holder to sell  securities of the Company to the public
without  registration  or pursuant to a  registration  on Form S-3,  the Company
agrees to:

                                       10

<PAGE>




                  (i)      make and keep public information available,  as those
                           terms are understood  and defined in Commission  Rule
                           144,  at all times  after the  effective  date of the
                           first registration statement filed by the Company for
                           the offering of its securities to the general public;

                  (ii)     take   such   action,    including    the   voluntary
                           registration  of its Common Stock under Section 12 of
                           the  Securities  and Exchange Act of 1934, as amended
                           (the "Exchange  Act"),  as is necessary to enable the
                           Holders  to  utilize  Form S- 3 for the sale of their
                           Eligible Securities,  such action to be taken as soon
                           as  practicable  after the end of the fiscal  year in
                           which the first  registration  statement filed by the
                           Company  for the  offering of its  securities  to the
                           general public is declared effective;

                  (iii)    file  with  the  Commission  in a timely  manner  all
                           reports and other  documents  required of the Company
                           under the Securities Act and the Exchange Act; and

                  (iv)     furnish to any Holder, so long as the Holder owns any
                           Eligible  Securities,  forthwith  upon  request (x) a
                           written statement by the Company as to its compliance
                           with the reporting  requirements  of Commission  Rule
                           144 (at any  time  after  the  effective  date of the
                           first  registration  statement filed by the Company),
                           the  Securities Act and the Exchange Act (at any time
                           after  it  has  become   subject  to  such  reporting
                           requirements),  or as to its  qualification  that  it
                           qualifies as a  registrant  whose  securities  may be
                           resold pursuant to Form S- 3 (at any time after it so
                           qualifies),  (y) a copy of the most recent  annual or
                           quarterly  report  of  the  Company  and  such  other
                           reports and  documents so filed by the  Company,  and
                           (z)  such  other  information  as may  be  reasonably
                           requested  in  availing  any  Holder  of any  rule or
                           regulation  of  the  Commission   which  permits  the
                           setting of any such securities  without  registration
                           or pursuant to such form.

         Section 11.9. Form S-3 Registration.  In case the Company shall receive
from any Holder of the Eligible  Securities a written  request or requests  that
the Company effect a registration on Form S-3 and any related  qualification  or
compliance  with respect to all or a part of the Eligible  Securities then owned
by such Holder or Holders, the Company will:

                  (i)      promptly  (but in no event less than 30 days prior to
                           the proposed  date of the filing of the  registration
                           statement  relating  thereto) give written  notice of
                           the   proposed   registration,    and   any   related
                           qualification or compliance,  to all other Holders of
                           Eligible Securities; and

                  (ii)     as soon as practicable,  effect such registration and
                           all such  qualifications and compliances as may be so
                           requested and as would permit or facilitate  the sale
                           and  distribution  of all or  such  portion  of  such
                           Holder's or Holders' Eligible

                                       11

<PAGE>




                           Securities as are specified in such request, together
                           with all or such portion of the  Eligible  Securities
                           of any  other  Holder  or  Holders  joining  in  such
                           request as are  specified in a written  request given
                           within 20 days after  receipt of such written  notice
                           from the Company; provided, however, that the Company
                           shall   not  be   obligated   to   effect   any  such
                           registration,  qualification or compliance,  pursuant
                           to this ss.  11.9:  (v) if Form S-3 is not  available
                           for such offering by the Holders; (w) if the Holders,
                           together with the holders of any other  securities of
                           the   Company   entitled   to   inclusion   in   such
                           registration, propose to sell Eligible Securities and
                           such other  securities (if any) at an aggregate price
                           to the public (net of any underwriters'  discounts or
                           commissions) of less than $50,000; (x) if the Company
                           shall furnish to the Holders a certificate  signed by
                           the President of the Company stating that in the good
                           faith  judgment  of the  Board  of  Directors  of the
                           Company,  it would be  seriously  detrimental  to the
                           Company  and  its  shareholders  for  such  Form  S-3
                           Registration  to be effected  at such time,  in which
                           event the  Company  shall have the right to defer the
                           filing of the Form S-3  registration  statement for a
                           period of not more than 90 days after  receipt of the
                           requests  of the  Holder or  Holders  under  this ss.
                           11.9; provided,  however,  that the Company shall not
                           utilize  this  right  more  than once in any 12 month
                           period;  (y) if the Company has,  within the 12 month
                           period  preceding the date of such  request,  already
                           effected  two  registrations  on  Form  S-3  for  the
                           Holders  pursuant  to this  ss.  11.9;  or (z) in any
                           particular jurisdiction in which the Company would be
                           required  to qualify to do  business  or to execute a
                           general  consent to  service of process in  effecting
                           such registration, qualification or compliance.

                  (iii)    Subject to the  foregoing,  the Company  shall file a
                           registration    statement   covering   the   Eligible
                           Securities  and other  securities  so requested to be
                           registered  as soon as  practicable  after receipt of
                           the request or requests  of the  Holders.  All out of
                           pocket  expenses  incurred  in  connection  with  the
                           registrations requested pursuant toss.11.9, including
                           (without   limitation)  all   registration,   filing,
                           qualification,  printer's and accounting fees and the
                           fees and  disbursements  of counsel  for the  selling
                           Holder or Holders and counsel for the Company,  shall
                           be  borne  pro  rata  by  the   Holder   or   Holders
                           participating in the Form S-3 Registration. Unlimited
                           Registrations    may   be   effected    pursuant   to
                           thisss.11.9.

SECTION 12.  LOST, STOLEN WARRANTS, ETC.

         If this Warrant shall be  mutilated,  lost,  stolen or  destroyed,  the
Company  shall  issue a new  Warrant of like date,  tenor and  denomination  and
deliver  the  same in  exchange  and  substitution  for and upon  surrender  and
cancellation of the mutilated Warrant, or in lieu of the Warrant lost, stolen or
destroyed,  upon  receipt of evidence  satisfactory  to the Company of the loss,
theft or destruction of such Warrant, and upon receipt of indemnity satisfactory
to the Company.

                                       12

<PAGE>




SECTION 13.  SEVERABILITY.

         Should any part of this  Warrant  for any reason be  declared  invalid,
such  decision  shall not affect the validity of any  remaining  portion,  which
shall remain in force and effect as if this Warrant had been  executed  with the
invalid portion thereof  eliminated.  It is hereby declared the intention of the
parties hereto that they would have executed and accepted the remaining  portion
of this Warrant without  including therein any such part, parts or portion which
may, for any reason, be hereafter declared invalid.

SECTION 14.  MISCELLANEOUS.

         14.1.  Notices.  Any notice,  demand or delivery to be made pursuant to
the  provisions  of this Warrant  shall be in writing and (a) shall be deemed to
have been  given or made one day after the date sent (i) if by the  Company,  by
prepaid  overnight  delivery,  addressed to the Holder at its last known address
appearing on the books of the Company  maintained for such purpose or (ii) if by
the Holder, by prepaid overnight delivery, addressed to the Company at P. O. Box
1903, 2703 College Avenue,  Goshen,  Indiana 46526; and (b) if given by courier,
confirmed telegram, confirmed facsimile transmission or confirmed telex shall be
deemed to have been made or given when received.  The Holder and the Company may
each designate a different address by notice to the other in the manner provided
in this ss. 14.2.

         14.2.  Successors  and Assigns.  This Warrant and the rights  evidenced
hereby  shall inure to the  benefit of and be binding  upon the  successors  and
permitted assigns of the Company and the Holder.  The provisions of this Warrant
are  intended to be for the benefit of the Holder of this Warrant or the Warrant
Shares and shall be enforceable by the Holder.

         14.3.  Amendments.  This  Warrant  may not be  modified,  supplemented,
varied or amended  except by an instrument in writing  signed by the Company and
the Holder.

         14.4.  Headings.  The index and the descriptive headings of sections of
this Warrant are provided solely for convenience of reference and shall not, for
any purpose, be deemed a part of this Warrant.

         14.5.  Governing  Law.  THIS  WARRANT AND ALL MATTERS  CONCERNING  THIS
WARRANT  SHALL BE  GOVERNED  BY THE LAWS OF THE STATE OF INDIANA  FOR  CONTRACTS
ENTERED INTO AND TO BE PERFORMED IN SUCH STATE  WITHOUT  REGARD TO PRINCIPLES OF
CONFLICTS OF LAWS.

         14.6. Exclusive Jurisdiction.  Each party, and each express beneficiary
of this Warrant as a condition of its right to enforce or defend any right under
or in connection  with this Warrant,  (1) agrees that any Action with respect to
this Warrant or any  transaction  contemplated  by this Warrant shall be brought
exclusively  in the  courts  of the State of  Indiana,  City of Goshen or of the
United States of America  sitting in the State of Indiana,  City of Goshen,  (2)
accepts for itself and in respect

                                       13

<PAGE>




of its  property,  generally  and  unconditionally,  the  jurisdiction  of those
courts,  (3) agrees that  service of process may be made on such party,  or such
express beneficiary,  as the case may be, by prepaid certified mail with a proof
of mailing  receipt  validated by the United States Postal Service  constituting
evidence of valid  service,  and that service  made  pursuant to this clause (3)
shall  have the same  legal  force  and  effect as if  served  upon such  person
personally  within  the  State  of  Indiana,  and  (4)  irrevocably  waives  any
objection,  including,  without limitation, any objection to the laying of venue
or based on the grounds of forum non  conveniens,  which it may now or hereafter
have to the  bringing  of any  legal  action in those  jurisdictions;  provided,
however,  that any party may  assert in an Action in any other  jurisdiction  or
venue each mandatory defense, third-party claim or similar claim that, if not so
asserted  in such  Action,  may  thereafter  not be asserted by such party in an
original Action in the courts referred to in clause (1) above.



                                   * * * * * *

                                       14

<PAGE>




                                                                       EXHIBIT A

                            ANTI-DILUTION PROVISIONS

         1. Anti-Dilution Provisions.  The Underlying Shares shall be subject to
change or adjustment as follows:

                  (a) Common Stock Dividends, Subdivisions, Combinations. If the
Company shall (i) pay or make a dividend or other distribution to all holders of
its Common Stock in shares of Common Stock, (ii) subdivide,  split or reclassify
the  outstanding  shares of its Common Stock into a larger number of shares,  or
(iii) combine or reclassify  the  outstanding  shares of its Common Stock into a
smaller number of shares,  then in each such case the Underlying Shares shall be
adjusted to equal the number of such shares to which the Holder of this  Warrant
would have been entitled upon the occurrence of such event had this Warrant been
exercised  immediately prior to the happening of such event or, in the case of a
stock dividend or other distribution, prior to the record date for determination
of such  Shareholder  entitled  thereto.  An  adjustment  made  pursuant to this
paragraph 1 shall become  effective  immediately  after such record date, in the
case of a dividend or distribution, and immediately after the effective date, in
the case of a subdivision, split, combination or reclassification.

                  (b) Reorganization or Reclassification. In case of any capital
reorganization  or any  reclassification  of the  Common  Stock  of the  Company
(whether pursuant to a merger of consolidation or otherwise), this Warrant shall
thereafter be exercisable for the number of shares of stock or other  securities
or property  receivable upon such capital  reorganization or reclassification of
Common Stock,  as the case may be, by a holder of the number of shares of Common
Stock into which this Warrant was exercisable  immediately prior to such capital
reorganization  or   reclassification   of  Common  Stock;  and,  in  any  case,
appropriate adjustment shall be made in the application of the provisions herein
set forth with respect to the rights and  interests  thereafter of the Holder of
this Warrant to the end that the provisions set forth herein shall thereafter be
applicable,  as nearly as reasonably  may be, in relation to any shares of stock
or other securities or property thereafter deliverable upon the exercise of this
Warrant.

                  (c)  Distributions  of Assets or Securities  Other Than Common
Stock.  In case the Company shall,  by dividend or otherwise,  distribute to all
holders of its Common  Stock  shares of any of its  capital  stock  (other  than
Common Stock), rights or warrants to purchase any of its securities, cash, other
assets or evidences of its  indebtedness,  then in each such case the Underlying
Shares shall be adjusted by multiplying the Underlying Shares  immediately prior
to the date of such  dividend  or  distribution  by a  fraction,  of  which  the
numerator shall be the fair market value per share of Common Stock at the record
date for determining shareholders entitled to such dividend or distribution, and
of which the denominator shall be such fair market value per share less the fair
market  value (as  determined  in good  faith by the Board of  Directors  of the
Company)  of the  portion  of the  securities,  cash,  assets  or  evidences  of
indebtedness so distributed applicable to one share of Common Stock.

                                       A-1

<PAGE>




An adjustment  made  pursuant to this  subparagraph  (c) shall become  effective
immediately after such distribution date.

                  (d) No  Impairment.  The Company shall not,  without the prior
consent of the Holder,  by amendment of its Articles of Incorporation or through
any reorganization,  transfer of the assets, consolidation, merger, dissolution,
issue or sale of  securities  or any other  voluntary  action,  avoid or seek to
avoid  the  observance  or  performance  of any of the terms to be  observed  or
performed hereunder by the Company,  but shall at all times in good faith assist
in the carrying out of all the  provisions of this paragraph 1 and in the taking
of all such action as may be  necessary or  appropriate  in order to protect the
conversion rights of the Holder against impairment.

                  (e)  Readjustment.  Upon  the  termination  of  any  right  of
conversion or exchange of any securities  convertible  into or exchangeable  for
Common Stock, or upon the expiration of any rights or options to purchase Common
Stock  (other  than  this  Warrant)  or  any  securities   convertible  into  or
exchangeable  for  Common  Stock,  or upon any change in the number of shares of
Common  Stock  issuable  upon  exercise,  conversion  or  exchange  of any  such
securities,  rights or  options,  the  Underlying  Shares  then in effect  shall
forthwith be readjusted to such  Underlying  Shares as would have been in effect
had the adjustments made upon the issuance or sale of such securities, rights or
options been made upon the basis of the issuance of only the number of shares of
Common Stock  actually  issued or to be issued upon the exercise,  conversion or
exchange or such securities, rights or options.

         2.  Notice of  Certain  Corporation  Transactions.  The  Company  shall
promptly  mail  to the  Holder  a  notice  of  any  proposed  dividend,  merger,
dissolution,  liquidation  or winding up of the  Company,  stating the  proposed
record  date (if any) or  effective  date for any such  transaction  and briefly
describing the transaction.

         3. Certificate of Adjustment. Upon the occurrence of each adjustment or
readjustment  pursuant to this Exhibit A, the Company, at its expense,  shall as
promptly as practicable  compute such  adjustment or  readjustment in accordance
with the  provisions  of this Exhibit A, and prepare and furnish to the Holder a
certificate  setting  forth  such  adjustment  or  readjustment  and  showing in
reasonable detail the facts upon which such adjustment or readjustment in based.

         4.  Information to be Furnished  Upon Request.  Upon the request at any
time of the Holder,  the Company  shall as  promptly as  practicable  furnish or
cause to be furnished,  to the Holder, at its address set forth in such request,
a  certificate  setting  forth the number of shares of Common  Stock that at the
time would be received  upon the exercise of the Warrant and the Exercise  Price
thereof.



                                       A-2

<PAGE>



                                 EXERCISE NOTICE

TO STARCRAFT CORPORATION:

         The  undersigned   registered  holder  of  the  within  Warrant  hereby
irrevocably exercises the Warrant, purchases thereunder __________ shares of the
Common Stock of the Company, herewith makes payment of $__________ therefor, and
requests  that the  certificate(s)  for such shares be issued in the name of the
undersigned Holder or its nominee and delivered to it at Holder's address on the
books of the Company.


                                        Signature: _____________________________

                                        Printed Name: __________________________

                                        Dated:  ________________________________



ASSIGNMENT

         FOR VALUE  RECEIVED,  the undersigned  registered  Holder of the within
Warrant hereby sells, assigns and transfers unto  __________________ the Warrant
and all rights  evidenced  thereby and does  irrevocably  constitute and appoint
_________________ attorney to transfer the Warrant on the books of the Company.


                                        Signature: _____________________________

                                        Printed Name: __________________________

                                        Dated: _________________________________