EXHIBIT 4.13

                                    GUARANTY


         FOR  VALUABLE  CONSIDERATIONS,  receipt  and  sufficiency  of which are
hereby acknowledged, and in consideration of credit given, being given and to be
given, and of other financial  accommodations afforded or to be afforded by BANK
ONE, INDIANA,  NATIONAL  ASSOCIATION,  a national banking  association  formerly
named Bank One,  Indianapolis,  National  Association  ("Creditor") to STARCRAFT
AUTOMOTIVE  GROUP,  INC., an Indiana  corporation  ("Debtor"),  the undersigned,
KELLY L. ROSE  ("Guarantor"),  hereby  unconditionally  guarantees  the full and
prompt  payment when due of the Guaranty  Obligations,  together with all costs,
attorneys'  fees and  expenses  paid or incurred by Creditor in  endeavoring  to
collect the Guaranty  Obligations;  provided, in no event shall the liability of
Guarantor  hereunder  exceed an amount  equal to the sum of (the  following  sum
being  referred  to herein as the  "Maximum  Payment  Amount"):  (i) the Maximum
Guaranteed  Principal  Amount;  plus (ii) the  aggregate  amount  of all  costs,
reasonable  attorneys'  fees  and  expenses  paid or  incurred  by  Creditor  in
endeavoring to collect and enforce this Guaranty;  plus (iii) interest  accruing
at the Demand Rate on the Maximum  Guaranteed  Principal Amount outstanding from
and  after  the date on which  Creditor  demands  payment  under  this  Guaranty
("Demand Date").

         Debtor and  Creditor  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, a Seventh Amendment
to  Amended  and  Restated  Credit  Agreement  dated with an  effective  date of
February  27,  1998,  and an Eighth  Amendment  to Amended and  Restated  Credit
Agreement  dated with an effective  date of November 23, 1998 (such  Amended and
Restated  Credit  Agreement,  as so amended to date,  and as it hereafter may be
modified,  amended,  restated and/or extended from time to time and at any time,
being referred to herein as the "Credit  Agreement").  Capitalized terms used in
this Guaranty and not otherwise defined in this Guaranty shall have the meanings
ascribed thereto in the Credit Agreement.

         This Guaranty is an absolute and unconditional guarantee of the payment
of the Guaranty Obligations,  and shall continue and be in full force and effect
until  either (i) prior to the Demand  Date,  the Maximum  Guaranteed  Principal
Amount  shall have been reduced to zero;  (ii) all of the  Guaranty  Obligations
shall be fully paid and no further Guaranty Obligations may thereafter arise; or
(iii) the Demand Date shall have  occurred and Guarantor  thereafter  shall have
paid fully and directly to Creditor the Maximum Payment Amount.

         The Credit  Agreement  contemplates  that  certain  other  Persons  may
guarantee payment of all or part of the Guaranty Obligations (such Persons being
referred  to  herein   collectively  as  the  "Other   Guarantors").   Guarantor
acknowledges and agrees that Guarantor's  liability with respect to the Guaranty
Obligations shall not be diminished,  discharged, released or otherwise affected
in any way in the event any of the Other  Guarantors fails to execute a guaranty
of the  Guaranty  Obligations,  fails to be  bound  thereby,  fails  to  perform
thereunder or in the event that such guaranty shall be invalid or  unenforceable
in whole or in part for any reason.

         Guarantor expressly waives presentment for payment,  demand,  notice of
demand and of dishonor and nonpayment of the Guaranty  Obligations,  protest and
notice of protest,  diligence in collecting  and in the bringing of suit against
any other party,  and Creditor shall be under no obligation to notify  Guarantor
of its acceptance of this Guaranty or of any advances made or credit extended on
the faith hereof or the failure of Debtor to pay any of the Guaranty Obligations
as they mature,  or to use diligence in  preserving  the liability of any Person
(including,  without  limitation,  Debtor)  on the  Guaranty  Obligations  or in
bringing  suit to enforce  collection of the Guaranty  Obligations.  To the full
extent  allowed  by  applicable  law,  Guarantor  waives all  defenses  given to
sureties or guarantors at law or in equity other than the actual  payment of the
Guaranty  Obligations and waives,  to the full extent allowed by applicable law,
all defenses based upon questions as to the validity, legality or enforceability
of the Guaranty Obligations.

         Creditor, without authorization from or notice to Guarantor and without
impairing or affecting  the liability of Guarantor  hereunder,  may from time to
time at its  discretion  and  with or  without  valuable  consideration,  alter,
compromise,  accelerate,  extend or change the time or manner for the payment of
any or all of the Guaranty  Obligations  owed to it,  extend  additional  loans,
credit and financial  accommodations  and otherwise create  additional  Guaranty
Obligations, increase or reduce the rate of interest thereon, take and surrender
security,  exchange  collateral by way of  substitution,  or in any way it deems
necessary take, accept, withdraw, subordinate, alter, amend, modify or eliminate
collateral, add or release or discharge endorsers,  guarantors or other obligors
(including, without limitation, Debtor) make changes of any sort whatever in the
terms of payment of the  Guaranty  Obligations  owed to it or of doing  business
with  Debtor,  settle or  compromise  with Debtor or any other Person or Persons
liable on the Guaranty  Obligations owed to it (including,  without  limitation,
Debtor) and direct the order or manner of sale of any  security  or  collateral,
all on such  terms at it may see fit,  and may apply all  moneys  received  from
Debtor or others,  or from any security or  collateral  held by it (whether held
under a security instrument or not) in such manner upon the Guaranty Obligations
owed to it  (whether  then  due or not) as it may  determine  to be in its  best
interest,  without in any way being required to marshal  securities or assets or
to apply all or any part of such moneys upon any particular part of the Guaranty
Obligations.  It is specifically agreed that Creditor is not required to retain,
hold,  protect,  exercise  due care with  respect  thereto or  perfect  security
interests in or otherwise assure or safeguard any collateral or security for the
Guaranty Obligations or the Guaranty Obligations.  No exercise or nonexercise by
Creditor  of any right or  remedy of  Creditor  shall in any way  affect  any of
Guarantor's obligations hereunder or any security furnished by Guarantor or give
Guarantor any recourse against Creditor.

         The liability of Guarantor hereunder shall continue notwithstanding the
incapacity, death, disability, dissolution or termination of any other or others
(including, without limitation,  Debtor). Neither (i) the failure of Creditor to
file or enforce a claim against the estate (either in administration, bankruptcy
or other proceeding) of Debtor or of any other or others,  (ii) the disallowance
or avoidance under the Federal  Bankruptcy  Code (11 U.S.C.  ss. 101 et seq., as
amended) (the "Bankruptcy  Code") of all or any portion of Creditor's claims for
repayment  of  the  Guaranty  Obligations  or  any  security  for  the  Guaranty
Obligations,  (iii) the use of cash or non-cash  collateral under Section 363 of
the Bankruptcy  Code or any financing,  extension of credit by Creditor or grant
of security  interest to Creditor under Section 364 of the Bankruptcy  Code, nor
(iv) any election of Creditor in a proceeding  instituted  under the  Bankruptcy
Code,  including  without  limitation any election of the application of Section
1111(b)(2)  of the  Bankruptcy  Code,  shall  affect the  liability of Guarantor
hereunder;  nor shall  Guarantor be released  from  liability  if recovery  from
Debtor or any other Person  becomes  barred by any statute of  limitations or is
otherwise restricted or prevented.

         Creditor  shall not be  required  to pursue any other  remedies  before
invoking  the  benefits  of  the  guaranty  of  payment  contained  herein,  and
specifically it shall not be required to exhaust its remedies  against Debtor or
any surety or guarantor  other than Guarantor or to proceed against any security
now or hereafter  existing  for the payment of any of the Guaranty  Obligations.
Creditor may maintain an action on this Guaranty whether or not Debtor is joined
therein or separate action is brought against Debtor.

         Guarantor  absolutely and unconditionally  covenants and agrees that in
the event Debtor  defaults in payment of the Guaranty  Obligations,  or any part
thereof,  for any reason,  when such becomes due,  either by its terms or as the
result of the  exercise  of any power to  accelerate,  Guarantor  on demand  and
without  further  notice of dishonor  and without any notice with respect to any
matter or  occurrence  having been given to  Guarantor  previous to such demand,
shall pay the Guaranty Obligations.

         Guarantor  further agrees that to the extent  Debtor,  Guarantor or any
other  Person  makes a payment or  transfers  an  interest  in any  property  to
Creditor or the Creditor enforces any security interest or lien or exercises any
rights of set-off,  and such payment or transfer or proceeds of such enforcement
or set-off, or any portion thereof, are subsequently invalidated, declared to be
fraudulent  or  preferential,  or  otherwise is avoided,  and/or  required to be
repaid to Debtor, Debtor's estate, a trustee, receiver or any other Person under
any bankruptcy law, state or federal law, common law or equitable cause, then to
the extent of such  avoidance or  repayment,  the Guaranty  Obligations  or part
thereof  intended  to be  satisfied  shall be revived  and this  Guaranty  shall
continue  to be  effective  or shall  be  reinstated,  as the  case may be,  and
continued  in full force and effect as if said  payment or transfer had not been
made or such enforcement or set-off had not occurred.

         The payment by Guarantor of any amount  pursuant to this Guaranty shall
not in any way entitle Guarantor to any right, title or interest (whether by way
of  subrogation  or otherwise) in and to any of the Guaranty  Obligations or any
proceeds  thereof,  or any security  therefor.  NOTWITHSTANDING  ANYTHING TO THE
CONTRARY  IN  THIS   GUARANTY  OR  THE  CREDIT   AGREEMENT,   GUARANTOR   HEREBY
UNCONDITIONALLY  WAIVES: (1) ANY CLAIM OR OTHER RIGHT, NOW EXISTING OR HEREAFTER
ARISING, AGAINST DEBTOR OR ANY OTHER PERSON PRIMARILY OR CONTINGENTLY LIABLE FOR
ALL OR ANY PART OF THE GUARANTY  OBLIGATIONS,  WHICH ARISES FROM OR BY VIRTUE OF
THE EXISTENCE OR PERFORMANCE OF THIS GUARANTY,  INCLUDING,  WITHOUT  LIMITATION:
(A)  ANY  RIGHT  OF  SUBROGATION,   REIMBURSEMENT,   EXONERATION,  CONTRIBUTION,
INDEMNIFICATION, OR OTHER RIGHT TO PAYMENT, WHETHER OR NOT SUCH RIGHT IS REDUCED
TO JUDGMENT, LIQUIDATED,  UNLIQUIDATED,  FIXED, CONTINGENT,  MATURED, UNMATURED,
DISPUTED,  UNDISPUTED,  LEGAL, EQUITABLE, SECURED OR UNSECURED; OR (B) ANY RIGHT
TO AN EQUITABLE  REMEDY FOR BREACH OF PERFORMANCE IF SUCH BREACH GIVES RISE TO A
RIGHT TO PAYMENT, WHETHER OR NOT SUCH RIGHT TO AN EQUITABLE REMEDY IS REDUCED TO
A JUDGMENT, FIXED, CONTINGENT, MATURED, UNMATURED, DISPUTED, UNDISPUTED, SECURED
OR UNSECURED;  AND (2) ANY RIGHT TO PARTICIPATE OR SHARE IN ANY RIGHT, REMEDY OR
CLAIM OF CREDITOR  AGAINST ANY OF DEBTOR'S  INCOME OR ASSETS OR WITH  RESPECT TO
ANY COLLATERAL OR OTHER SECURITY FOR ALL OR ANY PART OF THE GUARANTY OBLIGATIONS
OR ANY OTHER RIGHT OR CLAIM OF  CREDITOR OF RECOURSE TO AND WITH  RESPECT TO ANY
ASSETS, INCOME OR PROPERTIES OF DEBTOR.

         Guarantor  represents  and warrants to Creditor  that (i)  Guarantor is
solvent;  (ii) the  execution and delivery of this Guaranty by Guarantor was not
undertaken by Guarantor with the "intent to hinder,  delay, or defraud"  (within
the meaning of Indiana Code  ss.32-2-7-14  and ss.548(a)(1) of the United States
Bankruptcy  Code)  creditors or any other  Persons;  and (iii) that neither this
Guaranty nor the payment or performance by Guarantor of its obligations  arising
under or  pursuant  to this  Guaranty  do or are  intended  to render  Guarantor
insolvent,  undercapitalized or in a condition of financial stringency; and (iv)
the Guaranty is a legal, valid and binding obligation of Guarantor,  enforceable
in accordance  with its terms.  If at any time any portion of the obligations of
Guarantor  under  this  Guaranty  shall be  determined  by a court of  competent
jurisdiction to be invalid, unenforceable or avoidable, the remaining portion of
the Guaranty  Obligations  under this Guaranty shall not in any way be affected,
impaired, prejudiced or disturbed thereby and shall remain valid and enforceable
to the full extent permitted by applicable law. Notwithstanding anything in this
Guaranty to the contrary,  the liability of Guarantor hereunder shall be limited
to the  maximum  amount  which  would  not  result  in any one of the  following
conditions:

         (1) this Guaranty  would  constitute a fraudulent  transfer  within the
meaning of Section 548(a) of the Bankruptcy Code;

         (2) this Guaranty  would  constitute a fraudulent  transfer  within the
meaning of Ind. Codess. 32-2-7, et seq.; or

         (3)  this  Guaranty  would   constitute  a  fraudulent   conveyance  or
fraudulent  transfer within the meaning of any other applicable Federal or state
bankruptcy, insolvency or other similar law or judicial decision.

         All  principal of and  interest on all  indebtedness,  liabilities  and
obligations of Debtor to Guarantor (the  "Subordinated  Debt"),  whether direct,
indirect, fixed, contingent, liquidated,  unliquidated, joint, several, or joint
and several,  now or hereafter existing,  due or to become due to Guarantor,  or
held or to be  held by  Guarantor,  whether  created  directly  or  acquired  by
assignment or otherwise,  and whether evidenced by a written  instrument or not,
shall be expressly  subordinated to the Guaranty  Obligations.  Guarantor agrees
not to receive or accept any payment of the Subordinated  Debt at any time after
and during the continuance of any Event of Default;  and, in the event Guarantor
receives any payment on the  Subordinated  Debt in  violation of the  foregoing,
Guarantor will hold any such payment in trust for Creditor and forthwith turn it
over  to  Creditor,  in  the  form  received,  to be  applied  to  the  Guaranty
Obligations.

         The rights of Creditor are cumulative and shall not be exhausted by its
exercise of any of its rights under this Guaranty or otherwise against Guarantor
or by any number of  successive  actions  until and  unless  each and all of the
obligations  of  Guarantor  under  this  Guaranty  have  been  fully  performed,
satisfied and discharged.

         When used in this Guaranty,  each of the following terms shall have the
meanings set out hereafter:

         (a) The term "Guaranty" means this Guaranty, as the same may be amended
and/or restated from time to time and at any time.

         (b)  The  term  "Guaranty  Obligations"  means  all of  the  following,
collectively:

                  (1) all  indebtedness,  obligations and  liabilities,  and all
         renewals and  extensions  thereof,  now or hereafter  owed by Debtor to
         Creditor,  now  existing  or  hereafter  arising,  including,   without
         limiting  the  generality  of the  foregoing,  all  of  the  "Starcraft
         Obligations" (as such term is defined in the Credit Agreement); and

                  (2) all  extensions,  renewals,  amendments,  restatements  or
         replacements  of the foregoing,  together with all costs,  expenses and
         reasonable  attorneys'  fees incurred by Creditor in the enforcement or
         collection  of  any  of  the  foregoing,   whether  such  indebtedness,
         obligations and liabilities are direct,  indirect,  fixed,  contingent,
         liquidated,  unliquidated, joint, several, joint and several, now exist
         or hereafter  arise,  or were prior to acquisition  thereof by Creditor
         owed to some other Person.

                  (c) The term "Maximum  Guaranteed  Principal  Amount" means an
         amount  equal to  $500,000.00  minus  the  product  that  results  from
         multiplying  .3333  times  the  sum of all  principal  payments  of the
         Starcraft  Obligations received by the Creditor after the execution and
         delivery of this  Guaranty,  excluding  all payments  made by Guarantor
         under this  Guaranty or by Gerald R. Stults  under a Guaranty,  of even
         date, in favor of Creditor executed by Gerald R. Stults.

                  (d) The term "Demand  Rate" shall mean the Prime Rate (as such
         term is defined in the Credit  Agreement),  plus Four  Percent (4%) per
         annum.

         This  Guaranty  shall be deemed  to have  been made  under and shall be
governed  by the laws of the State of Indiana in all  respects  and shall not be
waived, altered, modified or amended as to any of its terms or provisions except
in writing duly signed by Creditor and Guarantor.

         This Guaranty shall bind Guarantor and Guarantor's successors,  assigns
and legal  representatives,  and shall inure to the benefit of all  transferees,
credit  participants,  assignees,  successors  and  endorsees of  Creditor.  The
failure of any Person to execute or be bound by this Guaranty  shall not release
or affect the liability of Guarantor,  and the liability of Guarantor under this
Guaranty  is not  conditioned  or  contingent  upon  or  subject  in any  way to
obtaining  or  retaining  the  primary or  secondary  liability  of any party or
parties with respect to all or any part of the Guaranty Obligations  (including,
without limitation, Debtor and the Other Guarantors).

         Creditor  is relying  and is  entitled to rely upon each and all of the
provisions of this Guaranty;  and  accordingly if any provision or provisions of
this  Guaranty  should  be held to be  invalid  or  ineffective,  then all other
provisions shall continue in full force and effect.

         As long as this  Guaranty  is in  effect,  Guarantor  shall  furnish to
Creditor the following:

                  a. Personal  Financial  Statement.  Not less  frequently  than
         annually,  a  signed  personal  financial  statement,  in such  form as
         Creditor  reasonably may request,  showing in detail all of Guarantor's
         assets and liabilities.

                  b. Other Information.  Such other information  relating to the
         financial condition of Guarantor as Creditor may reasonably require.

         GUARANTOR  AND CREDITOR (BY ITS  ACCEPTANCE  OF THIS  GUARANTY)  HEREBY
VOLUNTARILY,  KNOWINGLY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE
A JURY PARTICIPATE IN RESOLVING ANY DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT
OR OTHERWISE)  BETWEEN OR AMONG GUARANTOR AND CREDITOR ARISING IN ANY WAY OUT OF
OR WHICH IN ANY WAY INVOLVES ANY OF THE RIGHTS,  OBLIGATIONS  OR REMEDIES OF ANY
PARTY TO THIS  GUARANTY OR ANY  DOCUMENT  EXECUTED OR  DELIVERED  PURSUANT TO OR
OTHERWISE  IN  CONNECTION  WITH THIS  GUARANTY OR THE CREDIT  AGREEMENT,  OR ANY
RELATIONSHIP  BETWEEN  GUARANTOR  AND  CREDITOR.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT  TO  CREDITOR  TO  PROVIDE  THE  FINANCING  DESCRIBED  IN THE  CREDIT
AGREEMENT.

         THE VALIDITY,  INTERPRETATION AND ENFORCEMENT OF THIS GUARANTY SHALL BE
GOVERNED  BY THE  INTERNAL  LAWS OF THE STATE OF INDIANA  WITHOUT  REGARD TO ITS
CHOICE OR CONFLICTS OF LAWS PROVISIONS.  GUARANTOR AGREES THAT THE COURTS OF THE
STATE OF INDIANA  LOCATED  IN  INDIANAPOLIS,  INDIANA,  AND THE  FEDERAL  COURTS
LOCATED IN THE  SOUTHERN  DISTRICT OF INDIANA,  MARION  COUNTY,  HAVE  EXCLUSIVE
JURISDICTION OVER ANY AND ALL ACTIONS AND PROCEEDINGS INVOLVING THIS GUARANTY OR
ANY OTHER AGREEMENT MADE IN CONNECTION HEREWITH AND GUARANTOR HEREBY IRREVOCABLY
AND  UNCONDITIONALLY  AGREES TO SUBMIT TO THE  JURISDICTION  OF SUCH  COURTS FOR
PURPOSES OF ANY SUCH ACTION OR  PROCEEDING.  GUARANTOR  HEREBY  IRREVOCABLY  AND
UNCONDITIONALLY WAIVES ANY OBJECTION THAT GUARANTOR MAY NOW OR HEREAFTER HAVE TO
THE VENUE OF ANY SUCH ACTION OR PROCEEDING,  INCLUDING ANY CLAIM THAT SUCH COURT
IS AN INCONVENIENT  FORUM,  AND CONSENTS TO SERVICE OF PROCESS PROVIDED THE SAME
IS IN ACCORDANCE  WITH THE TERMS HEREOF.  FINAL JUDGMENT IN ANY SUCH  PROCEEDING
AFTER ALL APPEALS HAVE BEEN  EXHAUSTED OR WAIVED SHALL BE CONCLUSIVE  AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT.

         Executed  and  delivered  to Creditor  as of the 23rd day of  November,
1998.

                                   /s/ Kelly L. Rose
                                   ---------------------------------------------
                                   Kelly L. Rose

                                                                   ("Guarantor")