Exhibit 4.26
                                                                    ------------


                  WAIVER AND FIFTH AMENDMENT TO LOAN AGREEMENT


     THIS WAIVER AND FIFTH  AMENDMENT TO LOAN AGREEMENT  (this  "Amendment")  is
entered  into as of  December 5, 2001 among  Starcraft  Automotive  Group,  Inc.
("SAG"),  an Indiana  corporation,  National Mobility  Corporation  ("NMC"),  an
Indiana corporation,  Starcraft Corporation ("SC"), an Indiana corporation,  and
Imperial Automotive Group, Inc. ("IAG"), an Indiana  corporation,  (SAG, NMC, SC
and IAG are each individually a "Company",  and collectively  "Companies"),  and
Foothill Capital Corporation, a California corporation ("Lender").

     WHEREAS,  Companies and Lender are parties to a Loan and Security Agreement
dated as of  November  20,  1998  (as  amended  from  time to  time,  the  "Loan
Agreement");

     WHEREAS,  Companies  have  notified  Lender that  Companies  have  breached
Section 7.20(B) of the Loan Agreement for the fiscal quarter ended September 29,
2001,  resulting  in an  Event  of  Default  under  subsection  8.2 of the  Loan
Agreement (the "Specified Event of Default"); and

     WHEREAS,  Companies have requested that Lender waive the Specified Event of
Default and amend the Loan Agreement,  and Lender has agreed to do so subject to
the terms and conditions contained herein;

     NOW  THEREFORE,  in  consideration  of the premises  and mutual  agreements
herein contained, the parties hereto agree as follows:

     1. Defined Terms.  Unless otherwise defined herein,  capitalized terms used
herein shall have the meanings ascribed to such terms in the Loan Agreement.

     2. Waiver.  In reliance  upon the  representations  and  warranties  of the
Companies set forth in Section 7 below,  and subject to the  satisfaction of the
conditions  set forth in Section 5 below,  Lender  hereby  waives the  Specified
Event of Default.  Except as set forth  hereinabove,  the foregoing waiver shall
not  constitute  (a) a  modification  or alteration of the terms,  conditions or
covenants of the Loan Agreement or any other Loan Document,  (b) a waiver of any
other breach of, or any other Event of Default under,  the Loan Agreement or any
other Loan Document or (c) a waiver,  release or limitation upon the exercise by
the Lender of any of its rights,  legal or equitable,  under the Loan Agreement,
the other Loan Documents and applicable law, all of which are hereby reserved.

     3.  Amendments  to  Loan  Agreement.  Subject  to the  satisfaction  of the
conditions  set forth in Section 5 hereof,  the Loan Agreement is hereby amended
as follows:

          (a)  Section  2.11(d)  of the Loan  Agreement  is hereby  amended  and
     restated in its entirety, as follows:

               "(d) Servicing  Fee.  On the  first  day of each  calendar  month
                    during the term of this Agreement, and thereafter so long as
                    any  Obligations  are  outstanding,  a  servicing  fee in an
                    amount equal to $10,000 per month."

          (b) Section 3.4 of the Loan  Agreement is hereby  amended and restated
     in its entirety, as follows:

               "3.4 Term.

                    This Agreement shall become effective upon the execution and
                    delivery hereof by Borrowers and Foothill and shall continue
                    in full force and effect for a term ending on June 30, 2002.
                    Foothill  shall have the right to terminate its  obligations
                    under this Agreement immediately and without notice upon the
                    occurrence  and  during  the  continuation  of an  Event  of
                    Default."

          (c) Section 7.20 of the Loan  Agreement is hereby amended and restated
     in its entirety, as follows:

               "7.20. Financial Covenants.

                    Fail to maintain:

                    (A)  Tangible Net Worth.  Tangible Net Worth of at least (i)
                         negative  $3,200,000  as of the last day of the  fiscal
                         quarter  ending on the Sunday  closest to December  31,
                         2001,  and (ii) negative  $2,300,000 as of the last day
                         of the fiscal  quarter  ending on the Sunday closest to
                         March 31, 2002;

                    (B)  EBITDA.  EBITDA of at least (i) $250,000 for the fiscal
                         quarter  ending on the Sunday  closest to December  31,
                         2001, and (ii) $1,000,000 for the fiscal quarter ending
                         on the Sunday closest to March 31, 2002."

     4. Ratification.  This Amendment, subject to satisfaction of the conditions
provided  below,  shall  constitute a waiver and amendment to the Loan Agreement
and all of the Loan Documents as appropriate to express the agreements contained
herein.  In all other respects,  the Loan Agreement and the Loan Documents shall
remain  unchanged and in full force and effect in accordance with their original
terms.

     5. Condition to  Effectiveness.  Subject to Section 7 below, the waiver and
amendments  to the Loan  Agreement  set  forth in this  Amendment  shall  become
effective  as of the date of this  Amendment  and upon the  satisfaction  of the
following conditions precedent in form and substance satisfactory to Lender:

          (a) Amendment. Execution by the Companies and Lender of this Amendment
     and delivery thereof to Lender;

          (b) Waiver Fee. The  Companies  shall have paid to Lender a waiver fee
     of $10,000;

          (c)  Other  Documents.   The  Companies  shall  have  executed  and/or
     delivered such other  agreements,  documents and  instruments as Lender may
     otherwise require; and

          (d) No Default. Except for the Specified Event of Default, no Event of
     Default or event  which,  with the giving of notice or the passage of time,
     or both,  would  become an Event of  Default,  shall have  occurred  and be
     continuing.

     6. Commitment Reduction Fee. The unpaid balance of the commitment reduction
fee set forth in Section 7 of the Consent and Fourth Amendment to Loan Agreement
dated August 31, 2001 by and among Lender and Companies shall be due and payable
as follows:  (a)  $45,000 of such fee shall be due and  payable on December  31,
2001 and (b) $45,000 of such fee shall be due and payable on March 31, 2002.

     7. Miscellaneous.

          (a) Warranties  and Absence of Defaults.  In order to induce Lender to
     enter into this Amendment,  each Company hereby  warrants to Lender,  as of
     the date hereof, that:

               (i)  The  warranties  of  each  Company  contained  in  the  Loan
                    Agreement, as herein amended, are true and correct as of the
                    date hereof as if made on the date hereof.

               (ii) All   information,   reports  and  other   papers  and  data
                    heretofore furnished to Lender by each Company in connection
                    with this  Amendment,  the Loan Agreement and the other Loan
                    Documents are accurate and correct in all material  respects
                    and complete insofar as may be necessary to give Lender true
                    and accurate  knowledge of the subject matter thereof.  Each
                    Company has  disclosed  to Lender  every fact of which it is
                    aware which would  reasonably be expected to materially  and
                    adversely  affect  the  business,  operations  or  financial
                    condition  of such Company or the ability of such Company to
                    perform  its  obligations  under  this  Amendment,  the Loan
                    Agreement or under any of the other Loan Documents.  None of
                    the information  furnished to Lender by or on behalf of each
                    Company  contained  any  material  misstatement  of  fact or
                    omitted to state a material  fact or any fact  necessary  to
                    make  the  statements   contained   herein  or  therein  not
                    materially misleading.

               (iii)Except  for the  Specified  Event  of  Default,  no Event of
                    Default  or event  which,  with the  giving of notice or the
                    passage of time, or both,  would become an Event of Default,
                    shall have  occurred and be  continuing,  and,  after giving
                    effect to the waiver and  amendments  contained  herein,  no
                    Event of Default or event  which,  with the giving of notice
                    or the passage of time,  or both,  would  become an Event of
                    Default, shall have occurred and be continuing.

          (b)  Expenses.  Each Company  agrees to jointly and  severally  pay on
     demand all costs and expenses of Lender  (including the reasonable fees and
     expenses of outside counsel for Lender) in connection with the preparation,
     negotiation,  execution,  delivery and administration of this Amendment and
     all other  instruments or documents  provided for herein or delivered or to
     be delivered hereunder or in connection herewith. In addition, each Company
     agrees to jointly and  severally  pay,  and save Lender  harmless  from all
     liability  for, any stamp or other taxes which may be payable in connection
     with the execution or delivery of this Amendment or the Loan Agreement,  as
     amended  hereby,  and the  execution  and  delivery of any  instruments  or
     documents provided for herein or delivered or to be delivered  hereunder or
     in  connection  herewith.  All  obligations  provided in this Section 8 (b)
     shall survive any  termination  of this Amendment and the Loan Agreement as
     amended hereby.

          (c) Governing Law. This  Amendment  shall be a contract made under and
     governed by the internal laws of the State of Illinois.

          (d)  Counterparts.  This  Amendment  may be  executed in any number of
     counterparts,   and  by  the  parties   hereto  on  the  same  or  separate
     counterparts, and each such counterpart, when executed and delivered, shall
     be deemed  to be an  original,  but all such  counterparts  shall  together
     constitute but one and the same Amendment.

          (e) Reference to Loan Agreement. On and after the effectiveness of the
     waiver and  amendments  to the Loan  Agreement  accomplished  hereby,  each
     reference in the Loan Agreement to "this Agreement," "hereunder," "hereof,"
     "herein" or words of like import,  and each reference to the Loan Agreement
     in any Loan Documents, or other agreements,  documents or other instruments
     executed and delivered pursuant to the Loan Agreement,  shall mean and be a
     reference to the Loan Agreement, as amended by this Amendment.

          (f)  Successors.  This  Amendment  shall be binding upon each Company,
     Lender and their respective  successors and assigns, and shall inure to the
     benefit  of each  Company,  Lender  and  their  respective  successors  and
     assigns.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
executed by their respective officers thereunto duly authorized and delivered as
of the date first above written.



                                        STARCRAFT AUTOMOTIVE GROUP, INC.,
                                        an Indiana corporation

                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        NATIONAL MOBILITY CORPORATION,
                                        an Indiana corporation

                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        IMPERIAL AUTOMOTIVE GROUP, INC.,
                                        an Indiana corporation

                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        STARCRAFT CORPORATION,
                                        an Indiana corporation

                                        By: /s/ Richard J. Mullin
                                            ------------------------------------
                                        Title   President

                                        FOOTHILL CAPITAL CORPORATION,
                                        a California corporation

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