EXHIBIT 10.3(e)


                              EMPLOYMENT AGREEMENT


    This  Agreement,  made and dated as of  December  12,  1996 (the  "Effective
Date"),  by  and  between   Starcraft   Corporation,   an  Indiana   corporation
("Employer"),  and Michael H. Schoeffler,  a resident of Elkhart County, Indiana
("Employee").

                               W I T N E S S E T H

    WHEREAS,  Employee is employed by Employer as its President, and is employed
as its Chief  Financial  Officer for itself and each of its  subsidiaries  ("Job
Responsibilities") and Employee has made valuable contributions to the strategic
planning, business operations, and financial strength of Employer;

    WHEREAS, Employer desires to encourage Employee to continue to make valuable
contributions  to  Employer's  business  operations  and not to  seek or  accept
employment elsewhere;

    WHEREAS,  Employee  desires to be assured of a secure  minimum  compensation
from Employer for his services over a defined term;

    WHEREAS,  Employer  desires to assure the continued  services of Employee on
behalf of Employer on an objective and impartial  basis and without  distraction
or  conflict  of  interest  in the event of an  attempt  by any person to obtain
control of Employer;

    WHEREAS, Employer recognizes that when faced with a proposal for a change of
control of Employer,  Employee will have a significant role in helping the Board
of  Directors  assess the options and advising the Board of Directors on what is
in the best interests of Employer and its shareholders,  and it is necessary for
Employee to be able to provide this advice and counsel without being  influenced
by the uncertainties of his own situation;

    WHEREAS,  Employer  desires  to  provide  fair and  reasonable  benefits  to
Employee on the terms and subject to the conditions set forth in this Agreement;

    WHEREAS, Employer desires reasonable protection of its confidential business
and customer  information  which it has developed  over the years at substantial
expense and  assurance  that  Employee  will not  compete  with  Employer  for a
reasonable  period of time after  termination of his  employment  with Employer,
except as otherwise provided herein.

    NOW, THEREFORE, in consideration of these premises, the mutual covenants and
undertakings  herein  contained  and the  continued  employment  of  Employee to
perform Job Responsibilities for Employer, Employer and Employee, each intending
to be legally bound, covenant and agree as follows:



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     1.  Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement,  Employer  employs  Employee  to  perform  Job  Responsibilities  for
Employer, and Employee accepts such employment.

     2.  Employee  agrees to serve as Employer's  President and Chief  Financial
Officer  for  Employer  and  its   subsidiaries   in  connection  with  the  Job
Responsibilities  and to perform such Job Responsibilities in that office as may
reasonably  be  assigned  to him by  Employer's  Board of  Directors;  provided,
however  that such duties  shall be performed in or from the offices of Employer
currently  located at Goshen,  Indiana,  and shall be of the same  character  as
those previously  performed by Employee and generally associated with the office
held by Employee.  Employee shall not be required to be absent from the location
of the  principal  executive  offices of Employer on travel  status or otherwise
more than 45 days in any calendar year.  Employer shall not, without the written
consent of Employee,  relocate or transfer  Employee to a location  more than 30
miles from his principal residence.  Employee shall perform Job Responsibilities
for Employer as President and Chief  Financial  Officer for Employer and each of
its subsidiaries in substantially  the same manner and to substantially the same
extent as Employee  rendered  his  services to Employer  before the date hereof.
Although while employed by Employer, Employee shall devote substantially all his
business  time and efforts to  Employer's  business  and shall not engage in any
other related business,  Employee may use his discretion in fixing his hours and
schedule of work consistent with the proper discharge of his duties.

     3. The term of this Agreement shall begin on the "Effective Date" and shall
end on the date  which is one (1) year  following  such date  (the  "Anniversary
Date");  provided,  however, that such term shall be extended for additional one
(1) year terms on each  Anniversary  Date,  unless  either  party  hereto  gives
written notice to the other party not to so extend within ninety (90) days prior
to such Anniversary Date, in which case no further extension shall occur and the
term of this Agreement shall end on the Anniversary  Date as of which the notice
not to extend is given (such term,  including any extension thereof shall herein
be referred to as the "Term"). A notice not to extend by either party shall be a
termination of employment  prior to expiration of the Term of this Agreement for
all purposes of this Agreement,  including section 7 and section 8 hereof.  Such
notice not to extend shall be in the form of the "Notice of Termination" defined
in  section  10  hereof,  and  shall  contain  specific  reference  to  specific
provisions  of  section 7 hereof  relied  upon for any such  termination  on the
Anniversary Date or otherwise.

     4. Employee shall receive an annual salary of Two Hundred  Thousand Dollars
($200,000.00) ("Base  Compensation")  payable at regular intervals in accordance
with Employer's  normal payroll  practices now or hereafter in effect.  Employer
may  consider  and  declare  from time to time  increases  in the salary it pays
Employee and thereby  increases in his Base  Compensation.  Prior to a Change of
Control,  Employer may also declare  decreases in the salary it pays Employee if
the operating  results of Employer are  significantly  less favorable than those
for the fiscal year then ending,  and Employer  makes  similar  decreases in the
salary it pays to all other  senior  executive  officers  of  Employer.  After a
Change in Control,  Employer may only consider and declare salary increases (but
not decreases) based upon the following standards: inflation; adjustments to the
salaries  of all  other  senior  executive  officers;  and past  performance  of
Employee


<PAGE>



and the  contribution  which  Employee  makes to the  business  and  profits  of
Employer during the Term.

    Any and all  increases or decreases in  Employee's  salary  pursuant to this
section shall cause the level of Base  Compensation to be increased or decreased
by the amount of each such increase or decrease for purposes of this  Agreement.
The  increased  or  decreased  level of Base  Compensation  as  provided in this
section  shall become the level of Base  Compensation  for the  remainder of the
Term of this  Agreement  until  there is a further  increase or decrease in Base
Compensation as provided herein.

    For  purposes of this  Agreement,  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 (other than the Employee),
directly or indirectly  (1) acquires the power to vote in excess of  twenty-five
percent  (25%)  of the  voting  securities  of  Employer  and one or more of its
representatives are elected to the Board, (2) acquires ownership of the power to
vote in excess of 50% of the voting  securities  of Employer,  or (3)  otherwise
acquires  effective  control of the business and affairs of Employer;  provided,
however,  that a Change of  Control  shall not be deemed to occur as a result of
any  acquisition  of shares of Employer  capital stock by Employee,  or Kelly L.
Rose and/or  Karen Rose,  or any voting  trust(s)  of  Employee,  Kelly L. Rose,
and/or Karen Rose to which any of their  Employer  capital stock is  transferred
and further  provided  that a Change of Control  shall not be deemed to occur so
long as Kelly L. Rose is  Chairman of the Board and Chief  Executive  Officer of
Employer.

     5. So long as Employee is employed by Employer  pursuant to this Agreement,
he shall be  included  as a  participant  in all  present  and  future  employee
benefit,  retirement, and compensation plans generally available to employees of
Employer,  consistent with his Base Compensation,  his Job  Responsibilities and
his position as President  of Employer and Chief  Financial  Officer of Employer
and its subsidiaries,  including,  without  limitation,  Employer's 401(k) plan,
stock incentive plan, Executive Bonus Plan, split dollar life insurance program,
and group life insurance plans  (collectively,  "Benefit Plans"),  each of which
Employer  agrees to  continue  in effect on terms no less  favorable  than those
currently in effect as of the date hereof (as  permitted by law) during the Term
of this Agreement,  unless prior to a Change of Control the operating results of
Employer are  significantly  less favorable than those for the last fiscal year,
and unless either before or after a Change of Control  changes in the accounting
or tax  treatment  of such plans would  adversely  affect  Employer's  operating
results or financial  condition in a material way, and the Board of Directors of
Employer  concludes  that  modifications  to such plans need to be made to avoid
such adverse effects,  and such modifications  similarly affect all other senior
executive officers of Employer.

     6. So long as Employee is employed by Employer  pursuant to this Agreement,
Employee shall receive  reimbursement from Employer for all reasonable  business
expenses  incurred in the course of his employment by Employer,  upon submission
to Employer of written vouchers and statements for reimbursement. Employee shall
attend, at his discretion, those professional meetings, conventions, and/or

                                                                   

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similar  functions that he deems  appropriate and useful for purposes of keeping
abreast of current  developments in the industry and/or  promoting the interests
of Employer.  So long as Employee is employed by Employer  pursuant to the terms
of  this  Agreement,   Employer  shall  continue  in  effect  vacation  policies
applicable  to  Employee  no less  favorable  from his point of view than  those
written vacation  policies in effect on the date hereof.  So long as Employee is
employed by Employer  pursuant to this Agreement,  Employee shall be entitled to
office space and working  conditions  no less  favorable  from his point of view
than were in effect for him on the date hereof.  So long as Employee is employed
by Employer pursuant to this Agreement, employee shall be entitled to the use of
a company  car  provided  by the  Employer.  So long as  Employee is employed by
Employer pursuant to this Agreement, Employee shall be entitled to membership in
the  Elcona  Country  Club,  and  Employer  shall  continue  to pay the dues and
assessments for such membership.

     7.  Subject  to the  respective  continuing  obligations  of  the  parties,
including but not limited to those set forth in subsections 8(A), 8(B), 8(C) and
8(D) hereof,  Employee's  employment by Employer may be terminated  effective on
any  Anniversary  Date or otherwise  prior to the expiration of the Term of this
Agreement as follows:

    (A) Employer, by action of its Board of Directors and upon written notice to
        Employee,  may terminate Employee's employment with Employer at any time
        for cause.  For  purposes  of this  subsection  7(A),  "cause"  shall be
        defined  as (i)  willful  misconduct,  (ii)  breach  of  fiduciary  duty
        involving personal profit,  (iii) intentional  failure to perform stated
        duties,  (iv)  conviction of a violation of any law, rule, or regulation
        (other  than   traffic   violations   or  similar   offenses)  or  final
        cease-and-desist  order,  or  (v)  any  material  breach  of  any  term,
        condition or covenant of this Agreement.

    (B) Employer,  by action of its Board of  Directors,  may fail to renew this
        Agreement  effective any Anniversary  Date, or may terminate  Employee's
        employment with Employer at any time without cause.

    (C) Employee,  by written  notice to Employer,  may terminate his employment
        with  Employer at any time for cause.  For  purposes of this  subsection
        7(C),  "cause" shall be defined as (i) any action by Employer's Board of
        Directors  to remove the  Employee as  President  of Employer  and Chief
        Financial  Officer of Employer  and its  subsidiaries,  except where the
        Employer's Board of Directors properly acts to remove Employee from such
        office for "cause" as defined in subsection 7(A) hereof, (ii) any action
        by  Employer's  Board of Directors to  materially  limit,  increase,  or
        modify Employee's Job Responsibilities  and/or authority as President of
        Employer and as Chief Financial Officer of Employer and its subsidiaries
        (including  his  authority,   subject  to  corporate  controls  no  more
        restrictive  than  those  in  effect  on the  date  hereof,  to hire and
        discharge  employees who are not bona fide officers of Employer),  (iii)
        any failure of Employer to obtain the  assumption  of the  obligation to
        perform this Agreement by any successor, assignee, or distributee of all
        or substantially all of Employer's assets (on a consolidated  basis with
        those of its  subsidiaries),  or the reaffirmation of such obligation by
        such successor,  assignee, or distributee, as contemplated in section 16
        hereof; (iv) any material breach


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        by Employer of a term,  condition or covenant of this Agreement;  or (v)
        adoption  or  approval  of  a  plan  of  liquidation,   dissolution,  or
        reorganization  for Employer or its subsidiaries by the Employer's Board
        of Directors..

    (D) Except as otherwise  provided in section 3 regarding  nonrenewal  on any
        Anniversary  Date, and in addition  thereto,  Employee,  at any time and
        upon sixty (60) days  written  notice to  Employer,  may  terminate  his
        employment with Employer without cause.

    (E) Employee's  employment  with  Employer  shall  terminate in the event of
        Employee's death or disability. For purposes hereof,  "disability" shall
        be  defined  as  Employee's  inability  by  reason of  illness  or other
        physical  or mental  incapacity  to perform  the duties  required by his
        employment  for any  consecutive  one hundred  eighty  (180) day period,
        provided  that  notice  of  any  termination  by  Employer   because  of
        Employee's  "disability"  shall have been given to Employee prior to the
        full resumption by him of the performance of such duties.

     8. In the event of  termination  of  Employee's  employment  with  Employer
pursuant to section 7 hereof, which shall include a nonrenewal of this Agreement
on any  Anniversary  Date as  provided in section 3 hereof,  compensation  shall
continue to be paid by Employer to Employee as follows:

    (A) In the event of  termination  for cause by Employer or without  cause by
        Employee pursuant to subsection 7(A) or 7(D), respectively, compensation
        provided for herein (including Base  Compensation)  shall continue to be
        paid,  and Employee  shall  continue to participate in the Benefit Plans
        and other  perquisites  as provided in sections 5 and 6 hereof,  through
        the date of  termination  specified  in the notice of  termination.  Any
        benefits  payable  under such  Benefit  Plans as a result of  Employee's
        participation  in such  plans  through  such date shall be paid when due
        under those plans.  The date of  termination  specified in any notice of
        termination  pursuant to subsection 7(A) shall be no later than the last
        business day of the month in which such notice is provided to Employee.

    (B) In the event of  termination  without cause by Employer or with cause by
        Employee pursuant to subsection 7(B) or 7(C), respectively, compensation
        provided for herein (including Base  Compensation)  shall continue to be
        paid,  and Employee  shall  continue to participate in the Benefit Plans
        and other  perquisites  as provided in sections 5 and 6 hereof,  through
        the date of  termination  specified  in the notice of  termination.  Any
        benefits  payable  under such  Benefit  Plans as a result of  Employee's
        participation  in such  plans  through  such date shall be paid when due
        under those plans.  In addition,  Employee shall be entitled to continue
        to receive from Employer his Base Compensation at the rates in effect at
        the time of termination for one (1) additional twelve (12) month period,
        provided,  however in the event that termination  pursuant to subsection
        7(B) or 7(C)  follows a Change of Control,  then the  additional  period
        referred  to herein as "one (1)  additional  twelve  (12) month  period"
        shall  rather be "three (3)  additional  twelve (12) month  periods." In
        addition,  during such periods, Employer will maintain in full force and
        effect for the continued benefit


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        of Employee and his  dependents  each Benefit Plan in which Employee was
        entitled  to   participate   immediately   prior  to  the  date  of  his
        termination,  unless an  essentially  equivalent  and no less  favorable
        benefit is provided by a  subsequent  employer  of  Employee,  provided,
        however,  that in the event that  Employee  shall be entitled to receive
        from Employer his Base  Compensation  at the rates in effect at the time
        of termination for three (3) additional twelve (12) month periods,  then
        Employee at his option may elect to receive such Base  Compensation  for
        such three (3) additional  twelve (12) month periods payable in one lump
        sum  payment  on or  before  thirty  (30)  days  following  the  date of
        termination,  and Employer will not thereafter maintain any Benefit Plan
        for the continued  benefit of Employee and his dependents.  If the terms
        of any  Benefit  Plan,  or  applicable  laws,  do not  permit  continued
        participation by Employee,  Employer will arrange to provide to Employee
        a benefit  substantially  similar to, and no less  favorable  than,  the
        benefit he was entitled to receive  under such Benefit  Plans at the end
        of the period of coverage.  The right of Employee to continued  coverage
        under the health and medical  insurance plans of Employer shall commence
        upon the expiration of such period.

    (C) In the event of termination  pursuant to subsection  7(E),  compensation
        provided for herein (including Base  Compensation)  shall continue to be
        paid,  and Employee  shall  continue to participate in the Benefit Plans
        and other perquisites as provided in sections 5 and 6 hereof, (i) in the
        event of  Employee's  death,  through the date of death,  or (ii) in the
        event of  Employee's  disability,  through the date of proper  notice of
        disability as required by subsection  7(E).  Any benefits  payable under
        such Benefit Plans as a result of Employer's participation in such plans
        through such date shall be paid when due under those plans.

    (D) Employer  will permit  Employee  or his  personal  representative(s)  or
        heirs,  during a period of three (3)  months  following  termination  of
        Employee's  employment  by  Employer  without  cause  as  set  forth  in
        subsection  7(B),  or  Employee's  termination  of his  employment  with
        Employer for cause as set forth in subsection 7(C), to require Employer,
        upon written  request and at  Employee's  option to purchase all or less
        than all of  outstanding  stock options  previously  granted to Employee
        under any Employer  stock option plan then in effect whether or not such
        options are then  exercisable  or have  terminated,  at a cash  purchase
        price equal to the amount by which the aggregate  "fair market value" of
        the shares  subject to such options  exceeds the aggregate  option price
        for such shares.  For purposes of this Agreement,  the term "fair market
        value"  shall mean the higher of (1) the  average of the  highest  asked
        prices for Employer shares in the over-the-counter market as reported on
        the NASDAQ system or other national exchange if the shares are traded on
        such  system  for  the  thirty  (30)   business  days   preceding   such
        termination,  or (2) the average per share price  actually  paid for the
        most highly priced one percent (1%) of the Employer  shares  acquired in
        connection  with any Change of Control of the  Employer by any person or
        group acquiring such control.

    9. In order to induce Employer to enter into this Agreement, Employee hereby
agrees as follows:


                                                                  

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    (A) Unless  otherwise  required  to do so by law,  including  the order of a
        court or governmental agency,  Employee shall not divulge or furnish any
        trade secrets (as defined in IND.  CODEss.  24-2-3-2) of Employer or any
        confidential  information  acquired  by him while  employed  by Employer
        concerning the policies,  plans,  procedures or customers of Employer to
        any person, firm or corporation, other than Employer or upon its written
        request,  or use any  such  trade  secret  or  confidential  information
        directly or indirectly  for Employee's own benefit or for the benefit of
        any person,  firm or corporation  other than Employer,  since such trade
        secrets and  confidential  information are confidential and shall at all
        times remain the property of Employer.

    (B) For a period of two years after termination of Employee's  employment by
        Employer for reasons other than those set forth in  subsections  7(B) or
        (C) of this  Agreement,  Employee  shall not (a)  compete,  directly  or
        indirectly,  with the business of Employer as conducted  during the term
        of  this  Agreement   (defined  as  van,   sport   utility,   and  truck
        conversions),   or  have  any  interest   (including   any  interest  or
        association,  including  but not limited to, that of owner,  part owner,
        partner,  shareholder,  director,  officer, employee, agent, consultant,
        lender or advisor) in any person,  firm or entity  which  competes  with
        Employer in the  geographic  area  described on the  attached  Exhibit A
        (each  such  person,   firm  or  entity  is  ---------  referred  to  as
        "Competitor");  (b) solicit or accept  business  for or on behalf of any
        Competitor;  (c)  solicit,  induce or  persuade,  or attempt to solicit,
        induce or  persuade,  any person to work for or provide  services  to or
        provide  financial  assistance  to, any  Competitor;  or (d)  solicit or
        accept  for or on behalf of or for the  benefit of any  Competitor,  any
        business  from any person,  firm or entity which during the term of this
        Agreement  was a  vendor  or  supplier  to,  or  subcontractor  for,  or
        commercial purchaser from, Employer.

    (C) If Employee's  employment  by Employer is  terminated  for any reason by
        either  Employee  or  Employer,  Employee  will  turn  over  immediately
        thereafter  to Employer all business  correspondence,  letters,  papers,
        reports,  customers' lists,  financial  statements,  records,  drawings,
        credit  reports  or  other  confidential  information  or  documents  of
        Employer or its affiliates in the possession or control of Employee, all
        of which  writings  are and will  continue to be the sole and  exclusive
        property of Employer or its affiliates.

    (D) If Employee's  employment  by Employer is terminated  during the Term of
        this Agreement for reasons set forth in subsections  7(B) or (C) of this
        Agreement,  Employee  shall have no obligations to Employer with respect
        to noncompetition under subsections 9(A) and 9(B).

    10. Any  termination of Employee's  employment with Employer as contemplated
by section 3 and section 7 hereof,  except in the  circumstances  of  Employee's
death,  shall  be  communicated  by  written  "Notice  of  Termination"  by  the
terminating  party to the other party hereto.  Any "Notice of Termination"  must
refer to one or more of  subsections  7(A),  7(B),  7(C),  7(D) or  7(E),  shall
indicate  the  specific  provisions  of this  Agreement  and one or more of such
subsections of section 7 relied upon,  and shall set forth in reasonable  detail
the facts and circumstances


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claimed  to  provide  a basis  for such  termination  under  one or more of such
subsections of section 7.

    11. Anything in this Agreement to the contrary  notwithstanding,  payment of
Base Compensation by the Employer to or for the benefit of the Employee pursuant
to  subsection  8(B) hereof shall be inclusive  of payment  attributable  to the
confidentiality  and  noncompetition  covenants of section 9 hereof and shall be
payable  whether  or not  deductible  by the  Employer  for  federal  income tax
purposes.


    12. If a dispute  arises  regarding the grounds for  termination of Employee
pursuant  to  section  7 hereof,  said  dispute  shall be  resolved  by  binding
arbitration  determined in accordance with the rules of the American Arbitration
Association  and if Employee  obtains a final award in his favor or his claim is
settled by Employer prior to the rendering of an award by such arbitration,  all
reasonable  legal fees and  expenses  incurred  by  Employee  in  contesting  or
disputing any such termination or otherwise  pursuing his claim shall be paid by
Employer, to the extent permitted by law.

    If a dispute arises regarding other provisions of this Agreement,  including
enforcement of the  confidentiality  and noncompetition  provisions hereof, then
such shall be heard only by the judge and not by a jury, in any court of general
jurisdiction  in  Elkhart  County,  Indiana,  to which  such sole and  exclusive
jurisdiction  each party  irrevocably  consents.  The prevailing  party shall be
entitled to its costs, expenses and reasonable attorney's fees.

    13. Should  Employee die after  termination of his employment  with Employer
while any amounts are payable to him hereunder,  this  Agreement  shall inure to
the  benefit of and be  enforceable  by  Employee's  executors,  administrators,
heirs,  distributees,  devisees and legatees and all amounts  payable  hereunder
shall be paid in  accordance  with the  terms of this  Agreement  to  Employee's
devisee,  legatee or other  designee  or, if there is no such  designee,  to his
estate.

    14. For  purposes of this  Agreement,  notices and all other  communications
provided  for herein  shall be in writing and shall be deemed to have been given
when delivered or mailed by United States  registered or certified mail,  return
receipt requested, postage prepaid, addressed as follows:

    If to Employee:            Michael H. Schoeffler
                               57073 Copper Cove
                               Elkhart, IN 46516

    If to Employer:            Starcraft Corporation
                               2703 College Avenue
                               Post Office Box 1903
                               Goshen, IN  46526
                               Attention:  Kelly L. Rose, 
                                  Chairman of the Board and
                                  Chief Executive Officer

or to such address as either party hereto may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.



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    15. The validity, interpretation, and performance of this Agreement shall be
governed by the laws of the State of Indiana.

    16.  Employer  shall require any successor,  assignee,  distributee or other
transferee of all or  substantially  all of its or its  subsidiaries'  assets or
business  ("Succession")  (whether  direct or  indirect,  by  purchase,  merger,
dissolution,  liquidation,  consolidation or otherwise) by agreement in form and
substance satisfactory to Employee to expressly assume and agree to perform this
Agreement in the same manner and same extent that Employer  would be required to
perform it if no such Succession had taken place.  Failure of Employer to obtain
such agreement  prior to the  effectiveness  of any such  Succession  shall be a
material  intentional  breach of this  Agreement and shall  entitle  Employee to
terminate his employment with Employer  pursuant to subsection  7(C) hereof.  As
used in this Agreement, "Employer" shall mean Employer and its subsidiaries from
time to time and any successor to its or their business or assets as aforesaid.

    17. No provision of this  Agreement  may be modified,  waived or  discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
Employee  and  Employer.  No waiver by  either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of  dissimilar  provisions  or  conditions  at the same or any prior or
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

    18. The invalidity or  unenforceability  of any provisions of this Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement which shall remain in full force and effect.

    19. This  Agreement  may be executed  in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.

    20. This  Agreement is personal in nature and neither  party  hereto  shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations  hereunder  except as  provided  in section 13 and section 16 above.
Without  limiting  the  foregoing,  Employee's  right  to  receive  compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in section 13 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.

    IN WITNESS WHEREOF, the parties have caused the Agreement to be executed and
delivered this 18th day of December, 1996.

"Employee"                                           "Employer"
                                                  STARCRAFT CORPORATION


/s/ Michael H. Schoeffler                     By:  /s/ Kelly L. Rose
-----------------------------                      -----------------------------
Michael H. Schoeffler                              Kelly L. Rose
                                              Its: Chief Executive Officer




<PAGE>



                                                                       EXHIBIT A


    In Japan,  Europe,  and any of the 48 contiguous States of the United States
of America; it being acknowledged by Employee that the Company conducts business
in all such States,  and also it is  acknowledged  by Employee  that the Company
presently conducts a substantial amount of its business in each of the following
States:


                                       Wisconsin
                                       Michigan
                                       Illinois
                                       Indiana
                                       Ohio
                                       Pennsylvania
                                       New York
                                       Oklahoma
                                       Texas
                                       California