EXHIBIT 4.12


                                 PROMISSORY NOTE


$3,000,000.00                                    Dated as of:  November 23, 1998
Indianapolis, Indiana                          Final Maturity: November 23, 2001


         On or before November 23, 2001 ("Final Maturity"), STARCRAFT AUTOMOTIVE
GROUP, INC., an Indiana corporation  ("Maker"),  promises to pay to the order of
BANK ONE, INDIANA, NATIONAL ASSOCIATION ("Bank") at the principal office of Bank
at Indianapolis,  Indiana, the principal sum of Three Million and 00/100 Dollars
($3,000,000.00)  and to pay interest on the unpaid principal balance outstanding
from time to time as provided in this Note.

         This Note evidences indebtedness (the "Loan") incurred by Maker under a
revolving line of credit extended to Maker by Bank under an Amended and Restated
Credit  Agreement  dated  November 30,  1994,  but with effect as of December 1,
1994, as amended  (collectively,  the "Credit Agreement") among Maker,  Imperial
Automotive  Group,  Inc.,  an Indiana  corporation,  Starcraft  Corporation,  an
Indiana  corporation,  and  Bank.  All  references  in this  Note to the  Credit
Agreement  shall be construed as references to that  Agreement as it has been to
date and hereafter may be amended  and/or  restated from time to time and at any
time.  The  Loan  is  referred  to in the  Credit  Agreement  as the  "Starcraft
Revolver." The principal  amount of the Loan outstanding from time to time shall
be  determined  by  reference  to the books and records of the Bank on which all
payments by the Maker on account of the Loan shall be  recorded.  Such books and
records  shall be deemed  prima  facie to be  correct  as to such  matters.  All
capitalized terms used, but not defined, herein shall have the meanings ascribed
thereto in the Credit Agreement.

         Interest on the unpaid  principal  balance of the Loan outstanding from
time to time prior to and after the Final  Maturity Date will accrue at the rate
or rates  provided in the Credit  Agreement.  Prior to the Final  Maturity Date,
accrued  interest  shall be due and payable on the first day of each  successive
month  commencing on the first day of December,  1998.  After the Final Maturity
Date, interest shall be due and payable as accrued and without demand.  Interest
will be calculated on the basis that an entire year's  interest is earned in 360
days.

         The entire outstanding  principal balance of this Note shall be due and
payable,  together with accrued  interest,  at Final Maturity.  Principal may be
prepaid, but only as provided in the Credit Agreement.

         If any  installment of interest due under the terms of this Note is not
paid when due, then Bank or any subsequent  holder of this Note may,  subject to
the terms of the Credit Agreement, at its option and without notice, declare the
entire principal amount of the Note and all accrued interest immediately due and
payable.   Reference  is  made  to  the  Credit  Agreement  which  provides  for
acceleration of the maturity of this Note upon the happening of other "Events of
Default" as defined therein.


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         If any  installment  of interest due under the terms of this Note prior
to  maturity  is not paid in full when due,  then Bank at its option and without
prior  notice to Maker,  may assess a late payment fee in an amount equal to the
greater of $50.00 or five percent (5%) of the amount past due. Each late payment
fee  assessed  shall be due and  payable on the  earlier  of the next  regularly
scheduled  interest payment date or the maturity of this Note. Waiver by Bank of
any late payment fee assessed,  or the failure of Bank in any instance to assess
a late  payment fee shall not be  construed  as a waiver by Bank of its right to
assess late payment fees thereafter.

         Unless otherwise  required by applicable law,  payments will be applied
among principal,  interest, late charges,  collection costs and other charges at
its sole discretion. Maker and any endorsers severally waive demand, presentment
for payment,  protest, notice of dishonor and notice of nonpayment of this Note,
and each of them  consents to any renewals or  extensions of the time of payment
of this Note without notice.

         All amounts  payable under the terms of this Note shall be payable with
expenses of  collection,  including  attorneys'  fees,  and without  relief from
valuation and appraisement laws.

         This Note amends,  and so amended restates,  the Starcraft Note held by
Bank  immediately  prior to the Eighth  Amendment  Effective  Date and, upon its
execution  and delivery to Bank,  shall be the  Starcraft  Note under the Credit
Agreement.

         This  Note is made  under  and  will be  governed  in all  cases by the
substantive laws of the State of Indiana,  notwithstanding the fact that Indiana
conflicts of law rules might otherwise  require the substantive  rules of law of
another jurisdiction to apply.

                                       STARCRAFT AUTOMOTIVE GROUP, INC., an
                                        Indiana corporation


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

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