EXHIBIT 4.10

                               EIGHTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


                  THIS EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
(this  "Amendment") has been executed as of the 23rd day of November,  1998 (the
"Eighth  Amendment  Effective  Date")  by  STARCRAFT  CORPORATION,   an  Indiana
corporation   formerly  named  Starcraft  Automotive   Corporation   ("Parent"),
STARCRAFT AUTOMOTIVE GROUP, INC., an Indiana corporation ("Starcraft"), IMPERIAL
AUTOMOTIVE  GROUP,  INC.,  an Indiana  corporation  ("Imperial"),  and BANK ONE,
INDIANA,  NATIONAL  ASSOCIATION,  a national banking association  formerly named
Bank One, Indianapolis, National Association ("Bank").

                                    Recitals

         1. Parent,  Starcraft,  Imperial and Bank are parties to an Amended and
Restated Credit Agreement, dated November 30, 1994 with effect as of December 1,
1994, as amended by a First Amendment to Amended and Restated Credit  Agreement,
dated with an effective date as of March 1, 1995, a Second  Amendment to Amended
and Restated  Credit  Agreement,  dated with an effective date as of January 31,
1996, a Third Amendment to Amended and Restated Credit Agreement,  dated with an
effective  date as of January  31,  1997,  a Fourth  Amendment  to  Amended  and
Restated  Credit  Agreement  dated with an effective date as of June 29, 1997, a
Fifth Amendment to Amended and Restated Credit Agreement dated with an effective
date as of December 31, 1997, a Sixth  Amendment to Amended and Restated  Credit
Agreement  dated with an  effective  date of February  10,  1997,  and a Seventh
Amendment to Amended and Restated Credit Agreement, dated with an effective date
as of February  27, 1998 (such  Amended and  Restated  Credit  Agreement,  as so
amended  to  date,  being  referred  to  in  this  Amendment  as  the  "Existing
Agreement").

         2.  Certain of the  Companies  desire to enter  into a Loan  Agreement,
dated as of October 30, 1998 (the  "Foothill  Loan  Agreement"),  with  Foothill
Capital Corporation  ("Foothill") pursuant to which Starcraft and NMC may borrow
in the  aggregate  up to  $14,000,000  from  Foothill  (all of the  obligations,
liabilities and indebtedness of Starcraft,  National, Parent or any of the other
Companies  now or  hereafter  existing in favor of Foothill  being  collectively
referred to as the "Foothill Indebtedness"),  with proceeds of such borrowing on
the  Eighth  Amendment  Effective  Date  to be  used  to  fully  pay  all of the
Obligations other than $3,000,000 of the outstanding  principal of the Starcraft
Obligations on the Starcraft  Revolver (the  "Remaining  Balance").  In order to
fulfill conditions  precedent  established by Foothill to the extension of loans
and credit to Starcraft and/or National under the Foothill Loan Agreement (which
loans and advances will de of direct financial  benefit and value to each of the
Companies),  the Companies have  requested  Bank to enter into an  Subordination
Agreement with Foothill (to which the Companies have already given their consent
and unconditionally  confirm by their execution of this Amendment or the Consent
which  accompanies  this  Amendment)  pursuant  to  which:  (a)  payment  of the
Remaining  Balance and any other Starcraft  Obligations  hereafter  arising are,
subject to certain exceptions,  fully subordinated to the Foothill Indebtedness;

<PAGE>

(b) all of the liens and  security  interests  held by Bank as security  for the
Obligations  are  subordinated  to  the  liens  and  security  interests  now or
hereafter held by Foothill in the same collateral as security for payment of the
Foothill  Indebtedness;  (c) Bank is restricted  and impaired in the exercise of
its rights and  remedies,  both before and after the  occurrence of any Event of
Default,  and (d) Bank is required to release to Foothill any stock certificates
for  capital  stock of the  Subsidiaries  of  Parent  pledged  to Bank  under or
pursuant to the Parent Pledge Agreement.

         (3) So as to obtain the  financing  contemplated  by the Foothill  Loan
Agreement,  the Companies have  requested Bank to amend the Existing  Agreement,
effective as of the Eighth Amendment  Effective Date, as herein  provided.  Bank
has agreed to amend the Existing  Agreement as set forth in this Amendment,  all
subject to the terms and conditions of this Amendment,  including the conditions
precedent set forth in Section 5 hereof.

                                    Agreement

         NOW,  THEREFORE,  in  consideration  of the  Recitals  and  the  mutual
covenants and agreements herein, and for other good and valuable considerations,
the receipt and sufficiency of which are  acknowledged by each of the parties to
this Amendment, it is agreed as follows:

         1. Definitions. Terms which are defined in the Existing Agreement shall
have the same meanings in this Amendment as are ascribed to them in the Existing
Agreement,  as amended  hereby,  excepting  only those terms which are expressly
defined in this  Amendment,  which shall have the  meanings  ascribed to them in
this Amendment.

         2. Amendments to Existing Agreement.

         (a) Amendments to Definitions.  Each of the following definitions which
are set forth in Section 1 of the Existing Agreement are amended and restated in
their respective entireties as of the Eighth Amendment Effective Date to read as
follows:

         "o  Applicable  Spread.  "Applicable  Spread" means the  percentage per
annum to be taken into  account in  determining  any  Prime-based  Rate at which
interest will accrue on the Revolving  Loan or the  Starcraft  Revolver,  as the
context requires, and as provided in this Agreement,  which percentage per annum
shall be 2.00% per annum.

         o Business  Locations.  "Business  Locations"  means those locations in
Indiana at which the property of one or more of the Companies is located, all of
which have been identified to Bank.

         o Default Rate.  "Default  Rate" means the Prime Rate plus four percent
(4%) per annum.

         o Final Maturity Date.  "Final Maturity Date" means the earlier of: (a)
November  23,  2001;  and (b) the date  Bank  accelerates  the  maturity  of the
Starcraft Obligations pursuant to Section 8 of this Agreement.

         o Revolving  Loan Maturity Date.  "Revolving  Loan Maturity Date" means
November 23, 1998.

         o Starcraft Revolver Maturity Date.  "Starcraft Revolver Maturity Date"
means November 23, 1998."

         (b) New Definitions.  Section 1 of the Existing Agreement is amended as
of the Eighth  Amendment  Effective  Date by adding  thereto the  following  new
definitions:

         "o Eighth Amendment.  "Eighth  Amendment" means the Eighth Amendment to
Amended  and  Restated  Credit  Agreement,  dated  as of  the  Eighth  Amendment
Effective Date, which is executed by Bank, Parent, Starcraft and Imperial.

         o Eighth Amendment  Effective Date.  "Eighth Amendment  Effective Date"
means November 23, 1998.

         o Guarantor L/C.  "Guarantor L/C" means an irrevocable letter of credit
issued to Bank by Lake City Bank,  in form and substance the same as the form of
irrevocable  letter of credit  attached  as Exhibit C to the  Eighth  Amendment,
including after the Eighth Amendment  Effective Date, any irrevocable  letter of
credit  accepted  by the  Bank  in  replacement  of the  initial  Guarantor  L/C
delivered  and issued to the Bank by Lake City Bank as of the  Eighth  Amendment
Effective Date.

         o Rose  Guaranty.  "Rose  Guaranty"  means a guaranty of payment of the
Starcraft  Obligations  by Kelly L.  Rose,  in form  and  substance  the same as
Exhibit B attached to the Eighth  Amendment,  as the same may be amended  and/or
restated from time to time and at any time.

         o Stults Guaranty. "Stults Guaranty" means a guaranty of payment of the
Starcraft  Obligations  by Gerald R. Stults,  in form and  substance the same as
Exhibit A to the Eighth  Amendment,  as the same may be amended and/or  restated
from time to time and at any time.

         o Special Subordination  Agreement.  "Special Subordination  Agreement"
means the Subordination  Agreement,  dated as of the Eighth Amendment  Effective
Date, between Bank and Foothill Capital Corporation,  as the same may be amended
and/or restated from time to time and at any time."

         (c)  Amendments to Section 2.5. (i) Section  2.5.a(iii) of the Existing
Agreement is amended as of the Eighth  Amendment  Effective  Date to read in its
entirety as follows:

                  "(iii)   Interest on the  Starcraft  Revolver.  The  principal
                           amount of the  Starcraft  Revolver  outstanding  from
                           time to time  shall  bear  interest  until  the Final
                           Maturity  Date at a rate per annum equal to the Prime
                           Rate  plus the  Applicable  Spread.  After  the Final
                           Maturity  Date and  until  paid in full,  the  unpaid
                           principal   balance   of   the   Starcraft   Revolver
                           outstanding  from time to time shall bear interest at
                           the Default Rate.  Accrued  interest on the Starcraft
                           Revolver  shall  be due and  payable  monthly  on the
                           first day of each month  prior to the Final  Maturity
                           Date After the Final Maturity  Date,  interest on the
                           Starcraft  Revolver  shall  be  due  and  payable  as
                           accrued and without demand."

Section 2.5.a(v) of the Existing Agreement is amended as of the Eighth Amendment
Effective Date to read in its entirety as follows:

                           "(v)  Repayments of Principal On and After  Starcraft
                  Revolver  Maturity Date. The unpaid  principal  balance of the
                  Starcraft   Revolver   shall  be  reduced  to  not  more  than
                  $3,000,000 on the Eighth Amendment  Effective Date. The unpaid
                  principal  balance of the Starcraft  Revolver (on which on and
                  after the  Eighth  Amendment  Effective  Date  there  shall no
                  longer be any  Advances)  shall be repayable in equal  monthly
                  installments  in the amount of  $35,714.29 on the first day of
                  each successive  calendar month,  beginning  December 1, 1998,
                  and  continuing  on the  first  day  of  each  calendar  month
                  thereafter  until the Final  Maturity  Date, on which date the
                  entire  remaining  unpaid  principal  balance of the Starcraft
                  Revolver  shall be due and payable,  together with all accrued
                  and unpaid  interest.  Provided that Foothill shall have given
                  its prior consent under the terms of the Special Subordination
                  Agreement,  the principal of the  Starcraft  Revolver from and
                  after the Starcraft  Revolver  Maturity Date may be prepaid at
                  any  time in  whole or in  part,  provided  that  any  partial
                  prepayment shall be in an amount which is an integral multiple
                  of One Thousand  Dollars  ($1,000),  and provided further that
                  all partial  prepayments of principal  shall be applied to the
                  scheduled  installments  of principal in the inverse  order of
                  their  maturities.  The  obligation  of  Starcraft  to pay the
                  indebtedness  outstanding  from time to time on the  Starcraft
                  Revolver  (including  after the  Starcraft  Revolver  Maturity
                  Date) is evidenced by the  Starcraft  Note (as defined in this
                  Agreement).  The Starcraft Note held by Bank immediately prior
                  to the Eighth  Amendment  Effective  Date shall be amended and
                  restated by the promissory note executed and delivered to Bank
                  by Starcraft  pursuant to the Eighth  Amendment (which amended
                  and restated  promissory note is and for all purposes shall be
                  deemed to be the  Starcraft  Note,  as such term is defined in
                  this Agreement.)"

         (d)  Amendment of Section 3A.  Section 3A of the Existing  Agreement is
amended as of the Eighth Amendment  Effective Date to add to the end thereof the
following text:

                           "On and after the Starcraft  Revolver  Maturity Date:
                  (1) the Starcraft  Obligations shall be further secured by the
                  Rose Guaranty and the Stults Guaranty; and (2) the obligations
                  of the  guarantors  under  the Rose  Guaranty  and the  Stults
                  Guaranty shall be secured at all times by the Guarantor L/C."

         (e)  Amendment of Section 3B. The first  paragraph of Section 3B of the
Existing  Agreement  is  amended as of the Eighth  Amendment  Effective  Date by
adding at the end thereof the following text:

                           "On the Eighth  Amendment  Effective  Date, the Bank,
                  upon all  Obligations  (other than not more than $3,000,000 of
                  principal  outstanding on the Starcraft  Revolver) having been
                  paid in  full,  shall  execute  and be  bound  by the  Special
                  Subordination Agreement."

         (f) Amendment of Section 4.g. As of the Eighth Amendment Effective Date
Section 4.g of the  Existing  Agreement  is amended and  restated to read in its
entirety as follows:

                           "g.  Financial  and Other  Covenants.  The  Companies
                  shall at all times  comply with the  affirmative  and negative
                  covenants  (including the financial covenants in Section 7.20)
                  in the  Foothill  Loan  Agreement,  as the same may be amended
                  and/or  restated from time to time and at any time,  excepting
                  such  compliance  as shall be waived in  writing  from time to
                  time by Foothill Capital Corporation."

         (g)  Amendment  of  Exhibit.  Effective  as  of  the  Eighth  Amendment
Effective Date,  Exhibit G to the Existing  Agreement is amended and restated in
its  entirety  to read the same as  Exhibit G  attached  hereto  and made a part
hereof for all purposes.

         (h)  Amendment  of Section  7.  Effective  as of the  Eighth  Amendment
Effective  Date,  Section 7 of the  Existing  Agreement  is amended by  deleting
therefrom subsection 7.h.

         (i) Closure of Revolving  Loan  Facility.  The Revolving  Loan,  having
matured as of the Eighth Amendment Effective Date, is closed and Parent shall no
longer be entitled to any Advance under the Revolving Loan.

         (j)  Deletion of  Subsections  4.h,  4.k and 7.h.  Effective  as of the
Eighth Amendment Effective Date,  Subsections 4.h, 4.k and 7.h are deleted,  and
replaced respectively with the following text:

                  "h. [This subsection 4.h is intentionally blank.]"

                  "k. [This subsection 4.k is intentionally blank.]"

                  "h. [This subsection 7.h is intentionally blank.]

         (k)  Deletion  of Special  Covenant  Regarding  National.  The  special
covenant  regarding  National in  paragraph 3 of the Sixth  Amendment  is hereby
deleted, effective as of the Eighth Amendment Effective Date.

         (l) Starcraft Southwest and Imperial Noncompliance. Notwithstanding any
provision  to the  contrary  in any of the Credit  Documents,  there shall be no
Event of Default  under the  Agreement  or any other of the Credit  Documents by
reason of the  failure of  Imperial or  Starcraft  Southwest  to: (i) be in good
standing in the State of Indiana or any other state in which either are admitted
to do  business;  or (ii) have a negative  net worth or being  unable to pay its
debts as they mature.  Notwithstanding  any  provision to the contrary in any of
the Credit Documents,  there shall be no Event of Default under the Agreement by
reason of Starcraft  Southwest being  administratively  dissolved by the Indiana
Secretary of State.

         (m)  Financial  Reporting.  Bank  agrees,  effective  as of the  Eighth
Amendment  Effective Date, that the Companies shall be deemed in compliance with
the financial reporting obligations set out in Subsections 4.b(viii) and 4.b(ix)
of the  Agreement so long as Bank is provided,  within  five(5) days of the date
delivered to Foothill Capital  Corporation,  copies of each financial statement,
cash flow report,  borrowing base report and  collateral  report for each of the
Companies  provided to Foothill  Capital  Corporation from time to time under or
pursuant to the Foothill Loan Agreement.

         (n)  Amendment  of Section  5.j  Effective  as of the Eighth  Amendment
Effective  Date,  Section 5.j of the Existing  Agreement is amended by adding to
the end thereof the following subparagraph:

                           "(iii) a  revolving  line of  credit  in the  maximum
                  principal  amount  of  $2,000,000  extended  by  Starcraft  to
                  Tecstar, Inc or its successor, Tecstar LLC."

         3.  Representations  and  Warranties.  The Companies each represent and
warrant to Bank that:

         (a)(i) The  execution,  delivery and  performance of this Amendment and
all agreements and documents  delivered pursuant hereto by each of them has been
duly  authorized by all necessary  action  (whether  corporate,  partnership  or
otherwise)  and does not and will not violate any  provision  of any law,  rule,
regulation,  order, judgment,  injunction, or award presently in effect applying
to any of them,  or of their  articles of  incorporation,  by-laws,  articles of
organization or operating  agreement (as applicable) or result in a breach of or
constitute a default under any material agreement,  lease or instrument to which
they or any of them  are a party or by which  they or  their  properties  may be
bound or affected; (ii) no authorization,  consent, approval, license, exemption
or filing of a registration with any court or governmental department, agency or
instrumentality  is or will be  necessary  to the valid  execution,  delivery or
performance  by any of them of this  Amendment and all  agreements and documents
delivered  pursuant  hereto;  and (iii) this  Amendment and all  agreements  and
documents  delivered  pursuant hereto by any of them are their legal,  valid and
binding  obligations and  enforceable  against them in accordance with the terms
thereof.  

         (b) After giving effect to the amendments  contained in this Amendment,
the  representations  and  warranties  contained  in  Section 3 of the  Existing
Agreement are true and correct on and as of the Eighth Amendment  Effective Date
with the same  force  and  effect as if made on and as of the  Eighth  Amendment
Effective Date,  except that the  representation  in Section 3.d of the Existing
Agreement shall be deemed to refer to the financial statements of Parent and its
Subsidiaries  most  recently  delivered  to Bank prior to the  Eighth  Amendment
Effective Date.

         (c) No Event of Default or Unmatured  Event of Default has occurred and
is  continuing  or will  exist  under the  Existing  Agreement  as of the Eighth
Amendment  Effective  Date,  excepting  only  defaults  under Section 4.g of the
Existing Agreement.

         4. Special Provision.  Provided that on the Eighth Amendment  Effective
Date all of the  Obligations  are paid in full  other  than a  remaining  unpaid
principal  balance of  $3,000,000  on the  Starcraft  Revolver,  the Bank hereby
waives,  as of the Eighth  Amendment  Effective  Date, the Event of Defaults and
Unmatured  Events of Default  which  then exist by reason of the  failure of the
Companies to be in compliance with the financial covenants in Section 4.g of the
Existing  Agreement.  This  waiver  and  consent  by the  Bank  is  specifically
conditioned  and  made in  reliance  upon  the  Companies  having  executed  and
delivered  this Eighth  Amendment  and the  conditions in Section 6 hereof being
fully satisfied.

         5.  General  Release.  EACH OF THE  COMPANIES  FOR ITSELF AND ITS LEGAL
REPRESENTATIVES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE ARELEASING PARTIES@),
HEREBY RELEASES AND DISCHARGES BANK, ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
ATTORNEYS,  LEGAL  REPRESENTATIVES,  SUCCESSORS AND ASSIGNS  (COLLECTIVELY,  THE
ARELEASED  PARTIES@)  FROM ANY AND ALL  CLAIMS,  DEMANDS,  ACTIONS,  DAMAGES AND
CAUSES OF ACTION WHICH ANY OF THE  RELEASING  PARTIES HAS ASSERTED OR CLAIMED OR
MIGHT  NOW OR  HEREAFTER  ASSERT  OR CLAIM  AGAINST  ALL OF ANY OF THE  RELEASED
PARTIES,  WHETHER  KNOWN OR UNKNOWN,  ARISING  OUT OF,  RELATED TO OR IN ANY WAY
CONNECTED  WITH  OR  BASED  UPON  ANY  PRIOR  RELATED  EVENT  (AS  SUCH  TERM IS
HEREINAFTER  DEFINED). AS USED HEREIN, THE TERM APRIOR RELATED EVENT@ SHALL MEAN
ANY  ACT,  OMISSION,   CIRCUMSTANCE,   AGREEMENT,  LOAN,  EXTENSION  OF  CREDIT,
TRANSACTION, TRANSFER, PAYMENT, EVENT, ACTION OR OCCURRENCE BETWEEN OR INVOLVING
ANY OF THE COMPANIES  AND ALL OR ANY OF THE RELEASED  PARTIES AND WHICH WAS MADE
OR EXTENDED OR WHICH  OCCURRED  AT ANY TIME OR TIMES PRIOR TO THE  EXECUTION  OF
THIS AGREEMENT,  INCLUDING WITHOUT LIMITING IN ANY RESPECT THE GENERALITY OF THE
FOREGOING:  (i) ANY ACTION TAKEN ON OR PRIOR TO THE EXECUTION OF THIS  AGREEMENT
TO OBTAIN  PAYMENT OF ANY  OBLIGATIONS  OR TO OTHERWISE  ENFORCE OR EXERCISE ANY
RIGHT OR PURPORTED  RIGHT OF BANK AS A CREDITOR;  (ii) ANY FAILURE OR REFUSAL TO
MAKE ANY LOAN OR ADVANCE;  AND (iii) ANY PAYMENT OR OTHER  TRANSFER MADE TO BANK
BY OR FOR THE ACCOUNT OF ANY OF THE COMPANIES AT ANY TIME PRIOR TO THE EXECUTION
OF THIS AGREEMENT. EACH OF THE COMPANIES AGREE AND ACKNOWLEDGE THAT THIS SECTION
5 IS NOT TO BE CONSTRUED AS OR DEEMED AN ACKNOWLEDGMENT OR ADMISSION ON THE PART
OF ANY OF THE RELEASED  PARTIES OF LIABILITY FOR ANY MATTER OR AS PRECEDENT UPON
WHICH ANY LIABILITY MAY BE ASSERTED.

         6.  Conditions.  The  obligation of Bank to execute and to perform this
Amendment  shall be subject to full  satisfaction  of the  following  conditions
precedent:

         (a) This Amendment  shall have been duly executed and delivered by each
of the  Companies  and  Starcraft  shall have  executed and  delivered to Bank a
promissory note in the principal  amount of $3,000,000 and in form and substance
the same as attached hereto as Exhibit A, which note amends and restates for all
purposes  the  Starcraft  Note  held by Bank  immediately  prior  to the  Eighth
Amendment Effective Date and is the "Starcraft Note", as such term is defined in
the Agreement, upon its execution and delivery to Bank..

         (b) Gerald R. Stults shall have  executed  and  delivered to the Bank a
guaranty,  in form and  substance  the same as  attached  to this  Amendment  as
Exhibit B.

         (c) Kelly L. Rose  shall  have  executed  and  delivered  to the Bank a
guaranty in form and substance the same as attached to this Amendment as Exhibit
C.

         (d) The Bank shall have received an  irrevocable  $1,000,000  letter of
credit,  duly issued and executed by Lake City Bank,  in form and  substance the
same as attached to this Amendment as Exhibit D.

         (e) Bank shall have received such additional agreements,  documents and
certifications,  fully executed by the Companies as may be reasonably  requested
by Bank, or its counsel.

         (f) Bank shall have received payment in full of all of the Obligations,
excepting only $3,000,000 of principal outstanding on the Starcraft Revolver.

         (g) Bank shall have been paid by Starcraft a  restructuring  fee in the
amount of $15,000.

         7. Guarantor  Consent and  Affirmation.  Each of the Companies in their
respective  capacities as  guarantors  under the Guaranty  Agreements,  by their
execution of this Amendment,  expressly consents to the execution,  delivery and
performance  by the other  Companies and Bank of this  Amendment and each of the
other documents,  instruments and agreements to be executed pursuant hereto, and
agrees that neither the provisions of this Amendment nor any action taken or not
taken  in  accordance  with the  terms  of this  Amendment  shall  constitute  a
termination,  extinguishment,  release or discharge  of any of their  respective
guaranty  obligations or provide a defense,  set off, or  counterclaim to any of
them  with  respect  to any of their  respective  obligations  under  any of the
Guaranty Agreements or other Credit Documents.  Each of the Companies affirms to
Bank that its Guaranty  Agreement  remains in full force and effect,  is a valid
and binding  obligation  of it and  continues  to support the  Obligations,  the
payment of which is guaranteed by it thereunder.

         8. Binding on Successors  And Assigns.  All of the terms and provisions
of this Amendment  shall be binding upon and inure to the benefit of the parties
hereto, their respective successors, assigns and legal representatives.

         9.  Governing  Law/Entire  Agreement/Survival.   This  Amendment  is  a
contract made under,  and shall be governed by and construed in accordance with,
the  laws of the  State  of  Indiana  applicable  to  contracts  made  and to be
performed  entirely  with such state and without  giving effect to the choice of
law  principles  of such state.  This  Amendment  constitutes  and expresses the
entire  understanding  between  the parties  hereto with  respect to the subject
matter  hereof,   and  supersedes  all  prior  agreements  and   understandings,
commitments,  inducements or  conditions,  whether  express or implied,  oral or
written. All covenants, agreements, undertakings, representations and warranties
made  in this  Amendment  shall  survive  the  execution  and  delivery  of this
Amendment.

         IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Eighth
Amendment to be duly executed and delivered as of the Eighth Amendment Effective
Date.

                                      BANK ONE, INDIANA,
                                      NATIONAL ASSOCIATION


                                      By:/s/ Michael E. Lewis
                                         ----------------------------
                                         Michael E. Lewis, Senior Vice President

                                      STARCRAFT CORPORATION



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

                                          Michael H. Schoeffler
                                         ---------------------------------------
                                         (Print name and title)

                                      STARCRAFT AUTOMOTIVE GROUP, INC


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

                                          Michael H. Schoeffler
                                         ---------------------------------------
                                         (Print name and title)

                                      IMPERIAL AUTOMOTIVE GROUP, INC.


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

                                          Michael H. Schoeffler
                                         ---------------------------------------
                                         (Print name and title)

<PAGE>

                              CONSENT AND AGREEMENT

Each of the undersigned  join in execution of this Eighth  Amendment to evidence
their  consent  thereto and to agree to be bound by the terms and  conditions of
the  Existing  Agreement,  as amended by this Eighth  Amendment,  in all regards
applicable to the undersigned and to the broadest,  fullest extent possible.  By
their execution of this Consent,  each of the undersigned  agree to and shall be
bound by the terms of Sections 5 and 7 of this Eighth  Amendment.  Executed  and
delivered as of the Eighth Amendment Effective Date.

STARCRAFT SOUTHWEST, INC.,                   NATIONAL MOBILITY
an Indiana corporation                       CORPORATION, an Indiana corporation

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

    Michael H. Schoeffler                        Michael H. Schoeffler
   ---------------------------------------   -----------------------------------
   (Print name and title)                    (Print name and title)