Exhibit 4.15(b)
                                                                 ---------------

                        FIRST AMENDMENT TO LOAN AGREEMENT


     THIS FIRST AMENDMENT (this "Amendment") is entered into as of September 28,
1999, 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 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.   Amendments to Loan Agreement. Subject to the satisfaction of the conditions
     set forth in  Section 4 hereof,  the Loan  Agreement  is hereby  amended as
     follows:

(a)  Section  1.1 of the Loan  Agreement  ("Definitions")  is hereby  amended to
     delete the defined term  "Maximum  Revolving  Amount" and replace it in its
     entirety with the following:

          "Maximum  Revolving  Amount"  means  $14,000,000  (or for  the  period
     beginning  September  ___, 1999 and ending  October 31, 1999,  $16,000,000)
     less (a) the  outstanding  principal  amount  of the Term  Loan and (b) the
     Tecstar Obligations.

(b)  Section  1.1 of the Loan  Agreement  ("Definitions")  is hereby  amended to
     delete the defined  term  "Maximum  Amount" and replace it in its  entirety
     with the following:

          "Maximum Amount" means, as of any date of  determination,  $14,000,000
     (or for the period  beginning  September  ___, 1999 and ending  October 31,
     1999, $16,000,000).

3.   Ratification.  This  Amendment,  subject to  satisfaction of the conditions
     provided below, shall constitute 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.

4.   Condition to  Effectiveness.  Subject to Section 5 below,  the amendment 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
     condition  precedent in form and substance  satisfactory to Lender: that 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 amendment 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.

5.   Miscellaneous.

(a)  Warranties  and  Absences 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  obligation
          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 no 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  hereunder  or in  connection
     herewith.  All obligations  provided in this Section 5(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
     amendment to the Loan Agreement  accomplished hereby, each reference in the
     Loan Agreement to "this  Agreement,"  "hereunder,"  "hereof,"  "herein," or
     words of the 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
                                               ---------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------


                                            NATIONAL MOBILITY CORPORATION,
                                            an Indiana corporation

                                            By: /s/ Michael H. Schoeffler
                                               ---------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------


                                            IMPERIAL AUTOMOTIVE GROUP, INC.,
                                            an Indiana corporation

                                            By: /s/ Michael H. Schoeffler
                                               ---------------------------------
                                            Title: Senior Vice President
                                                  ------------------------------



                                            STARCRAFT CORPORATION,
                                            an Indiana corporation

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



                                            FOOTHILL CAPITAL CORPORATION,
                                            a California corporation

                                            By: /s/ Scott D. Ryan
                                               ---------------------------------
                                            Title: Vice President
                                                  ------------------------------