EXHIBIT 4.16

                             SECURED PROMISSORY NOTE


$4,800,000                                                     Chicago, Illinois
                                                                October 30, 1998


     FOR  VALUE  RECEIVED,  the  undersigned  (collectively,  "Makers")  hereby,
jointly  and  severally,   promise  to  pay  to  Foothill  Capital   Corporation
("Foothill"),  or order,  at 11111  Santa  Monica  Boulevard,  Suite  1500,  Los
Angeles,  California  90025-3333,  or at such  other  address  as the holder may
specify in writing,  the principal  sum of Six Million  Three  Hundred  Thousand
Dollars  ($6,300,000)  plus  interest  in the  manner  and  upon the  terms  and
conditions set forth below.

     1. Rate of Interest.  This Secured Promissory Note (this "Note") shall bear
interest  at (a) the per annum rate of  three-quarters  of one  percent  (0.75%)
above the  Reference  Rate (as  defined in the that  certain  Loan and  Security
Agreement among Makers,  Starcraft  Corporation and Imperial  Automotive  Group,
Inc. (the  "Agreement")  of even date herewith) for all Reference Rate Loans (as
defined  in the  Agreement)  and (b) the per annum  rate of three  and  one-half
percent (3.5%) above the Adjusted  Eurodollar Rate (as defined in the Agreement)
for all  Eurodollar  Rate Loans (as defined in the  Agreement),  computed on the
basis of a three  hundred  sixty  (360) day year for actual  days  elapsed.  Any
interest  not paid when due may be  compounded  by adding  it to  principal  and
thereafter shall bear interest at the rate provided herein.  Upon the occurrence
of an Event of Default  under the  Agreement,  the rate of interest on this Note
shall, at holder's option, be three and three-quarters percent (3.75%) above the
Reference  Rate,  computed on the basis of a three  hundred sixty (360) day year
for actual days elapsed.

     2. Schedule of Payments.  Principal  under this Note for all Loans shall be
due and payable according to the following schedule:  Principal shall be payable
in 36 equal consecutive  monthly  installments of Seventy-Five  Thousand Dollars
($75,000) each,  commencing on December 1, 1998 and continuing thereafter on the
first day of each month,  with a final  installment  of the remaining  principal
balance payable on October 30, 2001,  provided that all  obligations  under this
Note  shall  be  immediately  repayable  in full  upon  the  termination  of the
Agreement.  Interest with respect to Reference  Rate Loans shall be payable,  in
arrears, on the first day of each month. Interest with respect to any Eurodollar
Rate Loan shall be payable on the last day of the applicable Interest Period (as
defined in the Agreement).  3. Prepayment.  Except as otherwise  provided in the
Agreement,  this Note may be  prepaid  without  penalty.  4.  Holder's  Right of
Acceleration  on Default  and Due on Sale.  Upon the  occurrence  of an Event of
Default  under the Agreement  including,  but not limited to, the failure to pay
any installment of principal or interest  hereunder when due, the holder of this
Note may,  at its  election  and  without  notice to Makers,  declare the entire
balance hereof immediately due and payable. 5. General Provisions.

     (a) If this Note is not paid when due,  Makers  further  promise to pay all
costs of collection,  foreclosure fees, and reasonable  attorneys' fees incurred
by the holder, whether or not suit is filed hereon.

     (b) Makers hereby consent to the  acceptance,  release or  substitution  of
security for this Note.

     (c)  Presentment  for payment,  notice of  dishonor,  protest and notice of
protest are hereby expressly waived.

     (d) Any waiver of any rights  under this Note,  the  Agreement or under any
other  agreement,  instrument  or paper signed by any Maker is neither valid nor
effective unless made in writing and signed by the holder of this Note.

     (e) No  delay  or  omission  on the  part of the  holder  of  this  Note in
exercising any right shall operate as a waiver thereof or of any other right.

     (f) A waiver by the holder of this Note upon any one occasion  shall not be
construed as a bar or waiver of any right or remedy on any future occasion.

     (g) Should  any one or more of the  provisions  of this Note be  determined
illegal  or  unenforceable,  all  other  provisions  shall  nevertheless  remain
effective.  

     (h) This Note cannot be changed, modified, amended or terminated orally.

     (i) THE VALIDITY OF THIS NOTE,  THE  AGREEMENT OR ANY MATTER OR  PROCEEDING
RELATING HERETO OR THERETO,  ITS CONSTRUCTION,  INTERPRETATION,  AND ENFORCEMENT
AND THE  RIGHTS OF THE  PARTIES  HERETO  WITH  RESPECT  TO ALL  MATTERS  ARISING
HEREUNDER  OR  RELATED  HERETO  SHALL BE  DETERMINED  UNDER,  GOVERNED  BY,  AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT
GIVING  EFFECT TO ITS  CONFLICT OF LAW  PRINCIPLES.  THE PARTIES  AGREE THAT ALL
ACTIONS OR  PROCEEDINGS  ARISING IN  CONNECTION  WITH THIS NOTE OR THE AGREEMENT
SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE
COUNTY OF COOK,  STATE OF ILLINOIS  OR, AT THE SOLE OPTION OF  FOOTHILL,  IN ANY
OTHER COURT IN WHICH FOOTHILL SHALL INITIATE LEGAL OR EQUITABLE  PROCEEDINGS AND
WHICH HAS SUBJECT MATTER  JURISDICTION  OVER THE MATTER IN CONTROVERSY.  EACH OF
EACH MAKER AND FOOTHILL  WAIVES,  TO THE EXTENT  PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT EACH MAY HAVE TO ASSERT THE  DOCTRINE  OF FORUM NON  CONVENIENS  OR TO
OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE  WITH THIS
SECTION 5. EACH MAKER AND  FOOTHILL  HEREBY WAIVE THEIR  RESPECTIVE  RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
NOTE,  THE  AGREEMENT OR ANY MATTER OR  PROCEEDING  RELATING  HERETO OR THERETO,
INCLUDING  CONTRACT  CLAIMS,  TORT  CLAIMS,  BREACH OF DUTY CLAIMS AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS.  EACH OF EACH MAKER AND FOOTHILL REPRESENTS THAT
EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY
TRIAL  RIGHTS  FOLLOWING  CONSULTATION  WITH  LEGAL  COUNSEL.  IN THE  EVENT  OF
LITIGATION,  A COPY OF THIS NOTE OR THE  AGREEMENT  OR ANY MATTER OR  PROCEEDING
RELATING  HERETO OR THERETO MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY THE
COURT.


<PAGE>



     IN WITNESS  WHEREOF,  this Note has been executed and delivered on the date
first set forth above.


                                          STARCRAFT AUTOMOTIVE GROUP, INC.


                                          By /s/ Michael H. Schoeffler
                                          --------------------------------------
                                          Title   Senior Vice President
                                                  ------------------------------
                                          Address:     2703 College Avenue
                                                       Goshen, Indiana 46526

                                          NATIONAL MOBILITY CORPORATION


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

                                          Address:     2940 Dexter Drive
                                                       Elkhart, Indiana 46514