Exhibit 4.25
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                 CONSENT AND FOURTH AMENDMENT TO LOAN AGREEMENT


     THIS CONSENT AND FOURTH  AMENDMENT TO LOAN AGREEMENT (this  "Amendment") is
entered  into as of August  31,  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"); and

     WHEREAS,  Companies  have  requested that Lender consent to (i) the sale of
substantially  all of the assets and the liabilities of each of SAG and NMC (the
"Sale")  pursuant  to that  certain  Asset  Purchase  and  Sale  Agreement  (the
"Purchase  Agreement")  among SAG, NMC and Forest River,  Inc.  ("Buyer")  dated
August  __,  2001,  and  Lender  has  agreed to do so  subject  to the terms and
conditions  contained  herein  and (ii) the  making  of a  payment  to Bank One,
Indiana,  National  Association  of a payment  from the  proceeds of the Sale of
$1,500,000 (the "Bank One Payment");

     WHEREAS, Companies have requested that Lender 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. Consent. Subject to the conditions to effectiveness set forth in Section
6 below,  Lender hereby consents to (i) the consummation of the Sale pursuant to
the terms of the Purchase Agreement and (ii) the making of the Bank One Payment;
provided,  that the aggregate  cash purchase  price to be paid at the closing of
the  Sale  shall be at  least  $8,300,000  and  that an  amount  not  less  than
$5,700,000 shall be delivered directly to Lender by wire transfer of immediately
available  funds,  to be applied as set forth in Section 6 below.  This  consent
shall not constitute (a) a modification  or alteration of the terms,  conditions
or covenants of the Loan  Agreement or any document  entered into in  connection
therewith, or (b) a waiver, release or limitation upon the exercise by Lender of
any of its rights,  legal or equitable,  hereunder,  except as to the matters to
which Lender  herein  expressly  consents.  Except as set forth  herein,  Lender
reserves any and all rights and remedies which it has had, has or may have under
the Loan Agreement.

     3.  Amendments  to  Loan  Agreement.  Subject  to the  satisfaction  of the
conditions  set forth in Section 6 hereof,  the Loan Agreement is hereby amended
as follows:

          (a) The definition of the term "Maximum Revolving Amount" contained in
     Section 1.1 of the Loan  Agreement  is hereby  amended and  restated in its
     entirety, as follows:

               "Maximum  Revolving Amount" means $2,000,000 less the outstanding
               principal amount of the Term Loan.

          (b) The definition of the term "Renewal Date" contained in Section 1.1
     of the Loan Agreement is hereby deleted in its entirety.

          (c)  Section  2.1(a)  of the Loan  Agreement  is  hereby  amended  and
     restated in its entirety, as follows:

               (a)  Subject  to the  terms  and  conditions  of this  Agreement,
               Foothill agrees to make advances  ("Advances") to Borrowers in an
               amount  outstanding  not to exceed at any one time the  lesser of
               (i) the Maximum Revolving Amount less the outstanding  balance of
               all  undrawn  or  unreimbursed  Letters  of  Credit,  or (ii) the
               Borrowing  Base less (A) the  aggregate  amount of all undrawn or
               unreimbursed  Letters of Credit.  For purposes of this Agreement,
               "Borrowing Base", as of any date of determination, shall mean the
               result of:

                    (w) the lesser of (i) 82% of Eligible Accounts of Borrowers,
                    less the amount, if any, of the Dilution  Reserve,  and (ii)
                    an amount equal to  Borrowers'  Collections  with respect to
                    Accounts of Borrowers for the  immediately  preceding 60 day
                    period, plus

                    (x) the lower of (i) $300,000,  and (ii) 35% of the value of
                    the Eligible Inventory of Borrowers, plus

                    (y) the  aggregate  undrawn  face  amount of the  Collateral
                    Letters of Credit not to exceed $1,500,000, minus

                    (z) the aggregate amount of reserves, if any, established by
                    Foothill under Section 2.1(b);

               provided,  that the aggregate Advances outstanding  predicated on
               the  availability  described in clause (x) above shall not exceed
               160% of the amount of availability created under clause (w) above
               at any time.

          (d) 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  December  31,  2001.
               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.

          (e)  Section  3.6 of the  Loan  Agreement  is  hereby  deleted  in its
     entirety.

     4. Additional Obligation to Repay Obligations.  Notwithstanding anything to
the contrary  contained in the Loan Agreement,  Borrowers agree that any and all
amounts payable to Borrowers pursuant to the terms of the Escrow Agreement dated
August 21, 2001 among Forest  River,  Inc.,  SAG, NMC and National  City Bank of
Indiana (Escrow  Agreement")  shall be paid directly to Foothill for application
to the Obligations.  In further of the foregoing,  Borrowers agree to direct the
Escrow  Agent under the Escrow  Agreement  in writing to make all such  payments
directly to Foothill.

     5. Ratification.  This Amendment, subject to satisfaction of the conditions
provided below,  shall  constitute a consent 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.

     6. Condition to Effectiveness.  Subject to Section 7 below, the consent 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) Sale  Documents:  The Companies  shall have delivered to Lender an
     executed copy of the Purchase  Agreement  and executed  copies of all other
     agreements, documents and instruments executed in connection with the Sale;

          (c) Bank One Payoff  Letter.  Receipt by the Lender of a payoff letter
     executed by Bank One, Indiana,  National Association in favor of Lender and
     the Companies, in form and substance satisfactory to Lender;

          (d) Commitment  Reduction Fee. The Companies shall have paid to Lender
     the first installment of the commitment  reduction fee equal to $50,000, as
     set forth in Section 6 hereof;

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

          (f) No 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
     consent  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.

     7.  Commitment  Reduction  Fee.  Borrowers  hereby  agree  to pay  Lender a
commitment reduction fee of $140,000, which shall be fully earned as of the date
hereof and due and payable as follows:  (a) $50,000 of such fee shall be due and
payable on the date  hereof and (b) $90,000 of such fee shall be due and payable
on the earlier to occur of (i) the  termination  of the Loan  Agreement and (ii)
December 31, 2001.

     8.  Application of Proceeds.  All proceeds of the Sale, other than the Bank
One Payment,  shall be promptly delivered directly to Lender by wire transfer of
immediately  available funds to be applied against the Obligations.  Proceeds of
the Sale shall be applied to the  Obligations in such order and manner as Lender
shall  determine;  provided,  that no such proceeds will be applied to any Loans
predicated on the value of the Collateral Letters of Credit until and unless all
other Obligations have been paid in full. Each Company agrees that the breach of
the covenant set forth in this Section 7 shall constitute an Event of Default.

     9. 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) No Event of Default or event  which,  with giving of notice
          or the  passage  of time,  or both would  become an Event of  Default,
          exists as of the date hereof.

          (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
     consent 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.


          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/ Michael H. Schoeffler
                                  ----------------------------------------------
                                  Michael H. Schoeffler, President

                               NATIONAL MOBILITY CORPORATION,
                               an Indiana corporation

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

                               IMPERIAL AUTOMOTIVE GROUP, INC.,
                               an Indiana corporation

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

                               STARCRAFT CORPORATION,
                               an Indiana corporation

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

                               FOOTHILL CAPITAL CORPORATION,
                               a California corporation

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