FIFTH AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT


         THIS  FIFTH  AMENDMENT  TO  AMENDED  AND  RESTATED   CREDIT   AGREEMENT
("Amendment")  has  been  executed  as of the 31st day of  December,  1997  (the
"Execution  Date") by STARCRAFT  CORPORATION,  an Indiana  corporation  formerly
named Starcraft  Automotive  Corporation  (the "Parent"),  STARCRAFT  AUTOMOTIVE
GROUP, INC., an Indiana  corporation  ("Starcraft"),  IMPERIAL AUTOMOTIVE GROUP,
INC.,  an Indiana  corporation  ("Imperial"),  and BANK ONE,  INDIANA,  NATIONAL
ASSOCIATION,   a  national   banking   association   formerly  named  Bank  One,
Indianapolis, National Association (the "Bank").

         1. The  Parent,  Starcraft,  Imperial  and the Bank 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,  and a Fourth  Amendment to
Amended and Restated Credit Agreement with an effective date as of June 29, 1997
( such  Amended and  Restated  Credit  Agreement,  as so amended to date,  being
referred to in this Amendment as the "Existing Agreement").

         2.  The  Companies  have  requested  the  Bank to  amend  the  Existing
Agreement,  effective as of the Execution Date, as herein provided. The Bank has
agreed to amend  the  Existing  Agreement  as set  forth in this  Amendment  and
subject to the terms and conditions of this Amendment.

                                    Agreement

         NOW, THEREFORE, in consideration of the Recitals and for other good and
valuable consideration,  the receipt and sufficiency of which is acknowledged by
each of the parties to this Amendment, it is agreed as follows:

         1. Definitions. Terms which are defined in the Existing Agreement shall
have the same meanings in this Amendment as are ascribed to them in the Existing
Agreement,  as amended  hereby,  excepting  only those terms which are expressly
defined in this  Amendment,  which shall have the  meanings  ascribed to them in
this Amendment.

         2. Amendments to Existing Credit Agreement.

         (a) Amendments to Definitions.  Each of the following definitions which
are set forth in Section I of the Existing Agreement are amended and restated in
their respective entireties as of the Execution Date to read as follows:




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         Applicable Spread.  "Applicable  Spread" means the percentage per annum
to be taken into account in determining any  Prime-based  Rate at which interest
will  accrue  on the  Revolving  Loan  as  provided  in  this  Agreement,  which
percentage per annum shall be 1.00%.

         Bank. "Bank" means Bank One, Indiana, National Association,  a national
banking association formerly named Bank One, Indianapolis, National Association.

         (b) New Definitions.  Section I of the Existing Agreement is amended as
of the Execution Date by adding thereto the following new definitions:

         Borrowing  Base.  "Borrowing  Base" means,  at any date a determination
thereof  is to be  made,  an  amount  equal  to the  sum of:  (a) the  Equipment
Collateral Value; (b) the Inventory  Collateral Value; (c) Eighty Percent of the
value of the Eligible  Accounts;  (d) the Real Estate  Collateral Value; and (e)
solely for the period from the Fifth  Amendment  Execution  Date to February 10,
1998, the sum of $800,000.

         Borrowing  Base  Certificate.  "Borrowing  Base  Certificate"  means  a
certificate  signed by the  President  or Senior Vice  President-Finance  of the
Parent  certifying  the  amount  of the  Borrowing  Base  and the  Maximum  Loan
Availability as of a stated date and in such form and showing such detail as the
Bank reasonably may require from time to time.

         Consolidated  Tangible  Net Worth.  "Consolidated  Tangible  Net Worth"
means the shareholders' equity of the Parent and its Subsidiaries, determined on
a  consolidated  basis,  less any allowance for goodwill,  patents,  trademarks,
trade  secrets and any other  assets  which would be  classified  as  intangible
assets under generally accepted accounting principles.

         Eligible Accounts. "Eligible Accounts" means all accounts receivable of
the Parent and its Subsidiaries on a consolidated  basis for which the Parent or
one of the Subsidiaries  shall have furnished to the Bank  information  adequate
for  purposes of  identification  at times and in form and  substance  as may be
reasonably requested by the Bank; provided,  however, an that account receivable
shall not constitute an Eligible  Account if it: (a) by its terms is not payable
within thirty (30) days after the date of the  applicable  invoice or it remains
unpaid ninety (90) days after the original date of the applicable  invoice;  (b)
is an account  receivable with respect to which the account receivable debtor is
the subject of a  bankruptcy  or similar  insolvency  proceeding  or has made an
assignment  for the benefit of creditors or whose assets have been conveyed to a
receiver  or  trustee,  except and to the extent  the Bank  otherwise  agrees in
writing; (c) is an account receivable which is not invoiced (and dated as of the
date of such  invoice)  and sent to the  account  receivable  debtor  within the
ordinary course of the business of the Parent or its Subsidiary,  as applicable,
and in  accordance  with  customary  billing  practices  after  delivery  of the
underlying  goods to or performance of the underlying  services for the accounts
receivable  debtor;  (d) is an account  receivable arising with respect to goods
which have not been shipped or arising  with respect to services  which have not
been fully  performed;  (e) is an account  receivable  with respect to which the
account  receivable  debtor's  obligation  to  pay  the  account  receivable  is
conditional  upon the  account  receivable  debtor's  approval  or is  otherwise
subject to any




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repurchase  obligation or return right,  as with sales made on a  bill-and-hold,
guaranteed sale, sale- and-return, sale on approval or consignment basis; (f) is
an  account  receivable  in  which  the Bank  does  not  have a first  priority,
perfected  security  interest;  (g) is an account receivable due from any of the
Companies or any Subsidiary or Affiliate  thereof or which is due solely from an
accounts receivable debtor which is a United States federal  governmental entity
or agency, except and to the extent the Bank otherwise agrees in writing; or (h)
is an account receivable  evidenced by an instrument (as defined in Article 9 of
the Indiana Uniform  Commercial  Code) not in the possession of the Bank. At any
time more than ten percent (10%) of the aggregate amount of accounts  receivable
due from an accounts  receivable debtor remain unpaid more than ninety (90) days
after  the  date(s)  of  the  original   invoice(s)   evidencing  such  accounts
receivable,  no accounts  receivable  due the Parent and its  Subsidiaries  on a
consolidated  basis from that  accounts  receivable  debtor shall  constitute an
Eligible  Account unless the Bank,  shall otherwise agree by written notice that
such accounts receivable constitute Eligible Accounts.

         Equipment.  "Equipment" shall have the meaning ascribed to such term in
Article 9 of the Indiana Uniform Commercial Code, but shall exclude fixtures and
shall  exclude  any  property  with  respect  to which the  Parent or any of its
Subsidiaries is a lessee, whether under a true lease or a capital lease.

         Equipment Collateral Value.  "Equipment Collateral Value" means, at any
date a  determination  thereof is to be made,  an amount equal to Fifty  Percent
(50%) of the book value,  net of  depreciation,  all as determined in accordance
with generally accepted  accounting  principles,  of the Equipment owned at such
date by the  Parent  or any of its  Subsidiaries  and in  which  the  Bank has a
first-priority,   perfected  security  interest  (collectively,   the  "Eligible
Equipment");  provided,  however, that from and after the date on which the Bank
receives  a  orderly  liquidation  value  appraisal  of the  Eligible  Equipment
obtained pursuant to Section 2.a(v)(3) (the "Equipment Appraisal"),  it shall be
an amount equal to Eighty Percent (80%) of the orderly  liquidation value of the
Eligible  Equipment  owned  on  such  date,  as  established  by  the  Equipment
Appraisal,  less the total amount of  depreciation  on such  Eligible  Equipment
which in accordance  with  generally  accepted  accounting  principles  has been
expensed by the Parent and its Subsidiaries,  on a consolidated basis, since the
date of such liquidation value appraisal.

         Fifth Amendment. "Fifth Amendment" means the Fifth Amendment to Amended
and Restated Credit Agreement,  dated as of the Fifth Amendment  Execution Date,
executed by the Bank, Parent, Starcraft and Imperial.

         Fifth Amendment  Execution Date. "Fifth Amendment Execution Date" shall
mean as of December 31, 1997.

         FIRREA  Appraisals.  "FIRREA  Appraisals"  means appraisals of the fair
market value of the Real Estate by a qualified,  independent  appraiser selected
and  engaged by the Bank and which  fully  conforms  to the  requirements  of 12
U.S.C. ss. 3338 and implementing regulations applicable to national banks.




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         Intercompany  Debt.  "Intercompany  Debt"  shall mean all  indebtedness
owing to the Parent by each  Subsidiary of the Parent,  including loans or other
advances  of credit,  which would be  eliminated  as an asset of the Parent or a
liability  of the  obligor-Subsidiary  on a  consolidated  balance  sheet of the
Parent and its  Subsidiaries  prepared in  accordance  with  generally  accepted
accounting principles.

         Inventory Collateral Value.  "Inventory Collateral Value" means, at any
date a  determination  thereof is to be made, an amount equal to the sum of: (a)
twenty five percent (25%) of the book value of the raw materials  inventory (all
as determined and classified in accordance  with generally  accepted  accounting
principles)  owned by the Parent or one of its  Subsidiaries at such date and in
which  the Bank  has a  first-priority,  perfected  security  interest;  and (b)
seventy-five percent (75%) of the book value of finished goods inventory (all as
determined  and  classified in accordance  with  generally  accepted  accounting
principles)  owned by the Parent or one of its  Subsidiaries at such date and in
which  the Bank has a  first-priority,  perfected  security  interest.  (Work in
process  inventories,  as  determined  in  accordance  with  generally  accepted
accounting  principles,  are not included in the  calculation  of the  Inventory
Collateral Value).

         Maximum Loan Availability.  "Maximum Loan  Availability"  means, at any
date a  determination  thereof is to be made,  the  lesser  of: (a) the  Maximum
Revolver  Commitment at that date;  and (b) the amount of the Borrowing  Base at
that date.

         Maximum Revolver  Commitment.  "Maximum Revolver  Commitment" means, at
any date a determination thereof is to be made,  $15,000,000,  less (a) from and
after March 31, 1998, $3,000,000;  and less (b) from and after February 10, 1998
and so long as the  Bank  has not  canceled  its  New  Facility  Commitment,  an
additional $5,500,000;  and less (c) from and after June 30, 1998, an additional
$2,000,000;  and less (e) such  reduction as may be required by Section 3 of the
Fifth Amendment.

         Mortgages.  "Mortgages"  shall mean the real estate mortgages  executed
and delivered to the Bank by Starcraft in accordance  with the  requirements  of
the Fifth  Amendment,  as each of such real  estate  mortgages  may be  amended,
modified, supplemented and/or restated from time to time and at any time.

         National.  "National" means National Mobility  Corporation,  an Indiana
corporation and a wholly-owned Subsidiary of the Parent.

         New  Facility   Commitment.   "New  Facility   Commitment"  means  that
commitment, dated as of the Execution Date, issued by the Bank to the Parent and
Starcraft to amend, effective as of February 10, 1998, this Agreement to include
a separate  revolving loan and standby letter of credit facility extended by the
Bank to Starcraft in the maximum  principal amount of $5,500,000 (the "Starcraft
Revolver") with the maximum aggregate  principal amount which may be outstanding
at anytime on the Revolving Loan and the Starcraft Revolver to be the




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lesser of the Maximum Loan  Availability plus $5,500,000 and the Borrowing Base,
and with its scheduled maturity date being the Revolving Loan Maturity Date.

         Parent Pledge  Agreement.  "Parent Pledge  Agreement"  means the Pledge
Agreement  executed and delivered to the Bank by the Parent in  accordance  with
the  requirements  of the  Fifth  Amendment,  as such  Pledge  Agreement  may be
amended,  modified,  supplemented  and/or  restated from time to time and at any
time.

         Real Estate. "Real Estate" shall mean the real estate, improvements and
other property identified as the "Mortgaged Property" in the Mortgages.

         Real Estate Collateral Value.  "Real Estate Collateral Value" means, at
any date a determination thereof is to be made: (a) prior to receipt by the Bank
of the FIRREA  Appraisals,  an amount equal to seventy percent (70%) of the book
value of the Real  Estate  which at such date is  covered  by and  subject  to a
mortgage lien granted under one of the Mortgages  (the  "Eligible Real Estate"),
net of depreciation, all as determined in accordance with the generally accepted
accounting principles; and (b) at any time subsequent to receipt by the Bank the
FIRREA  Appraisals,  an amount equal to Eighty percent (80%) of the amount equal
to the fair market value of the Eligible Real Estate, net of (i) the outstanding
amount of any indebtedness secured by a lien against the Eligible Real Estate or
any part  thereof  in favor of any person  other  than the Bank,  whether or not
prior to the lien of any of the Mortgages;  and (ii) any delinquent  real estate
taxes,  and all interest and  penalties  payable by reason of such  delinquency,
which are a lien on any of the Eligible Real Estate.

         Subsidiary Liens. "Subsidiary Liens" shall have the meaning ascribed to
such term in Section 4.k.

         Title Policies,  "Title  Policies"  shall have the meaning  ascribed to
such term in Section 3B.

         (c)  Amendment to Section  2.a.  Effective  as of the  Execution  Date,
Section 2.a of the Existing Agreement is amended and restated in its entirety to
read as follows:

         "(a)     The Revolving Loan. Subject to all of the terms and conditions
                  of this  Agreement,  the Bank  will  make the  Revolving  Loan
                  described in this  Section 2.a to the Parent on the  following
                  terms and subject to the following conditions:

                  (i)      The  Commitment--Use  of  Proceeds.  From  the  Fifth
                           Amendment Execution Date and until the Revolving Loan
                           Maturity  Date,  the  Bank  agrees  to make  Advances
                           (collectively,   the   "Revolving   Loan")   under  a
                           revolving  line of  credit  from  time to time to the
                           Parent of  principal  amounts  not  exceeding  in the
                           aggregate  at any time  outstanding  the Maximum Loan
                           Availability, provided that all




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                           of the  conditions of lending  stated in Section 6 of
                           this  Agreement as being  applicable to the Revolving
                           Loan have been fulfilled at the time of each Advance.
                           Proceeds  of the  Revolving  Loan  may be used by the
                           Parent only to fund working  capital  requirements of
                           the Parent and its  Subsidiaries.  The Revolving Loan
                           under  this  Agreement  is  a  continuation   of  the
                           Revolving  Loan  (as  such  term is  defined  in this
                           Agreement  immediately  prior to the Fifth Amendment)
                           and the Parent affirms,  acknowledges and agrees that
                           the unpaid principal balance of the Revolving Loan as
                           of the Execution  Date (not including the face amount
                           of  the  outstanding  $3,000,000  Standby  Letter  of
                           Credit  in the face  amount of  $3,000,000  issued to
                           GMODC-Letter    of   Credit   No.   STI   07408)   is
                           $9,900,000.

                  (ii)     Method of Borrowing.  The obligation of the Parent to
                           pay  the  Revolving  Loan  shall  be  evidenced  by a
                           promissory note executed by the Parent to the Bank in
                           the form attached as Exhibit A to the Third Amendment
                           (as the  same  may be  amended,  modified,  extended,
                           renewed and/or restated or replaced from time to time
                           and at any time,  being referred to in this Agreement
                           as the  "Revolving  Note").  So long as no  Event  of
                           Default  or  Unmatured  Event of  Default  shall have
                           occurred and be  continuing  and until the  Revolving
                           Loan Maturity  Date,  the Parent may borrow,  pay and
                           reborrow under the Revolving Note on any Banking Day,
                           provided  that no borrowing  may cause the  principal
                           balance of the  Revolving  Loan to exceed the Maximum
                           Loan  Availability  or  may  result  in an  Event  of
                           Default  or  an  Unmatured  Event  of  Default.  Each
                           Advance under the Revolving Loan shall be conditioned
                           upon  receipt  by the  Bank  from  the  Parent  of an
                           Application  for Revolving Loan Advance,  a Borrowing
                           Base   Certificate  and  an  Officer's   Certificate,
                           provided that the Bank may, at its discretion, make a
                           disbursement upon the oral request of the Parent made
                           by  an   Authorized   Officer,   or  upon  a  request
                           transmitted  to  the  Bank  by  telephone   facsimile
                           ("fax")  machine,  or by any  other  form of  written
                           electronic   communication  (all  such  requests  for
                           Advances  being  hereafter  referred to as  "informal
                           requests").  In so  doing,  the  Bank may rely on any
                           informal request which shall have been received by it
                           in good faith from an individual  reasonably believed
                           to be an Authorized  Officer.  Each informal  request
                           shall  be  promptly  confirmed  by  a  duly  executed
                           Application  for Revolving  Loan  Advance,  Borrowing
                           Base  Certificate (if the Borrowing Base  Certificate
                           most  recently  submitted  reports a  Borrowing  Base
                           which is greater  than would be  reported on the date
                           of the Application) and Officer's  Certificate if the
                           Bank so requires and




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                           shall in and of itself constitute the  representation
                           of the Parent  that no Event of Default or  Unmatured
                           Event of Default has  occurred and is  continuing  or
                           would result from the making of the requested Advance
                           and that the making of the  requested  Advance  shall
                           not cause the principal balance of the Revolving Loan
                           to exceed the Maximum Loan  Availability  at the date
                           such Advance is made. All borrowings and reborrowings
                           and all payments shall be in amounts of not less than
                           Fifty   Thousand   Dollars   ($50,000),   except  for
                           repayment  of the  entire  principal  balance  of the
                           Revolving  Loan.  Upon receipt of an Application  for
                           Revolving Loan Advance,  or at the Bank's  discretion
                           upon  receipt of an  informal  request for an Advance
                           and upon  compliance  with any  other  conditions  of
                           lending   stated  in  Section  6  of  this  Agreement
                           applicable  to the  Revolving  Loan,  the Bank  shall
                           disburse the amount of the  requested  Advance to the
                           Parent.  All Advances by the Bank and payments by the
                           Parent with  respect to the  Revolving  Loan shall be
                           recorded  by the Bank on its books and  records,  and
                           the principal  amount  outstanding from time to time,
                           plus interest payable thereon, shall be determined by
                           reference  to the books and records of the Bank.  The
                           Bank's  books and  records  shall be  presumed  prima
                           facie to be correct as to such matters.

                  (iii)    Interest on the Revolving Loan. The principal  amount
                           of the Revolving Loan  outstanding  from time to time
                           shall bear interest  until  maturity of the Revolving
                           Note (whether by  acceleration or passage of time) at
                           a rate per  annum  equal to the  Prime  Rate plus the
                           Applicable  Spread.  After  maturity,  whether on the
                           Revolving   Loan  Maturity  Date  or  on  account  of
                           acceleration  upon  the  occurrence  of an  Event  of
                           Default, and until paid in full, the unpaid principal
                           balance of the Revolving  Loan shall bear interest at
                           a per annum  rate  equal to the  Prime  Rate plus the
                           Applicable  Spread plus three percent (3%) per annum.
                           Accrued  interest on the Revolving  Loan shall be due
                           and payable  monthly on the first Banking Day of each
                           month prior to maturity. After maturity,  interest on
                           the  Revolving  Loan  shall  be due  and  payable  as
                           accrued and without demand.

                  (iv)     Extensions of Revolving  Loan Maturity Date. The Bank
                           may,  upon  the  request  of the  Parent,  but at the
                           Bank's sole  discretion,  extend the  Revolving  Loan
                           Maturity Date from time to time to such date or dates
                           as the Bank may  elect by notice  in  writing  to the
                           Parent,   and  upon  any  such   extension  and  upon
                           execution  and  delivery by the Parent of a Revolving
                           Note reflecting the extended  Revolving Loan Maturity
                           Date, the date to which the Commitment




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                           is then  extended  will  become the  "Revolving  Loan
                           Maturity Date" for purposes of this Agreement.

                  (v)      Mandatory  Repayments of  Principal.  At any time the
                           principal  balance of the Revolving  Loan exceeds the
                           Maximum Loan Availability, as determined on the basis
                           of  the  most  recent   Borrowing  Base   Certificate
                           furnished by the Parent or as  determined by the Bank
                           upon an inspection of the financial  reports or books
                           and records of the Parent and its  Subsidiaries,  and
                           as reduced  pursuant to the terms of Section  2.1(vi)
                           below, the Parent shall immediately repay such excess
                           principal  amount.  Such  repayment  shall be due and
                           payable without demand.  If an Event of Default or an
                           Unmatured  Event  of  Default  has  occurred  and  is
                           continuing  and the  Bank  shall  have  notified  the
                           Parent of its election to terminate  the  Commitment,
                           then the Commitment shall automatically  reduce to $0
                           without  any  further  action  on the  part of or the
                           giving of further notice to the Parent.

                  (vi)     Standby  Letters  of  Credit.  At any  time  prior to
                           February 10, 1998,  that the Parent is entitled to an
                           Advance  under the  Revolving  Loan,  the Bank shall,
                           upon the  application  of the  Parent,  issue for the
                           account  of the  Parent,  a standby  letter of credit
                           (each a "Standby  Letter of Credit") in an amount not
                           in  excess of the  maximum  Advance  that the  Parent
                           would then be entitled to obtain under the  Revolving
                           Loan,  provided  that (A) the total amount of Standby
                           Letters of Credit which are  outstanding  at any time
                           shall not exceed $3,000,000,  (B) the issuance of any
                           Standby  Letter of Credit with a maturity date beyond
                           the Revolving Loan Maturity Date shall be entirely at
                           the  discretion  of the  Bank,  (C)  the  form of the
                           requested   Standby   Letter  of   Credit   shall  be
                           satisfactory  to the Bank in the reasonable  exercise
                           of the Bank's  discretion,  and (D) the Parent  shall
                           have  executed  an  application   and   reimbursement
                           agreement  for  the  Standby   Letter  of  Credit  (a
                           "Reimbursement  Agreement")  in the  Bank's  standard
                           form.  Any standby  letters of credit which have been
                           issued  by the Bank  for the  account  of the  Parent
                           under  the Prior  Agreement  shall  automatically  be
                           deemed  to be  Standby  Letters  of  Credit  for  all
                           purposes of this Agreement.  Provided that the Parent
                           is the account  party and executes the  Reimbursement
                           Agreement  in favor of the Bank,  Standby  Letters of
                           Credit may be issued at the  request of the Parent on
                           behalf  of the  Parent  or  any of its  Subsidiaries.
                           While any  Standby  Letter of Credit is  outstanding,
                           the Maximum Loan Availability shall be reduced by the
                           maximum  amount  available  to be  drawn  under  such
                           Standby  Letter of Credit.  The Parent  shall pay the
                           Bank a




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                           commission  for each Standby  Letter of Credit issued
                           calculated  at the rate of one percent (1%) per annum
                           of the maximum amount available to be drawn under the
                           Standby Letter of Credit.  Such commissions  shall be
                           calculated  on the  basis  of a 360 day  year and the
                           actual  number of days in the period during which the
                           Standby  Letter of Credit  will be  outstanding.  The
                           Parent shall pay the Bank's standard transaction fees
                           with respect to any transactions occurring on account
                           of any Standby Letter of Credit. Commissions shall be
                           payable  when the related  Standby  Letters of Credit
                           are issued and transaction fees shall be payable upon
                           completion  of the  transaction  as to which they are
                           charged. All such commissions and fees may be debited
                           by the  Bank to any  deposit  account  of the  Parent
                           carried with the Bank without further authority,  and
                           in any event,  shall be paid by the Parent within ten
                           (10) days following billing."

         (d)  Deletion of Certain  Definitions.  Effective  as of the  Execution
Date,  the  definitions  in Section 1 of the  Existing  Agreement of each of the
following  terms are  deleted in their  entirety:  "LIBOR-based  Rate and London
Interbank Offered Rate"; "Optional Rate"; "Reinvestment Rate"; and "EBITDA".

         (e)  Deletion  of Section  2.b(i) and  Amendment  of Section  3.l.  (1)
Effective as of the Execution Date,  Section 2.b(i) of the Existing Agreement is
deleted  and the  following  is  inserted  in its  place:  "(i) This  subsection
intentionally  omitted." (2) Effective as of the Effective Date,  Section 3.l of
the  Existing  Agreement  is amended  and  restated  in its  entirety to read as
follows: "l. Subsidiaries. The Parent has no Subsidiaries,  other than Imperial,
Starcraft, Starcraft Southwest and National."

         (f)  Amendment  to Section  3B.  Effective  as of the  Execution  Date,
Section 3B of the Existing Agreement is amended by adding to the end thereof the
following additional text:

         "In addition, the obligations of Starcraft under its Guaranty Agreement
         shall be  secured  by  mortgage  liens in favor of the Bank on the Real
         Estate,  which  mortgage  liens  shall be  granted  and  created by the
         Mortgages  and which  mortgage  liens shall be first and prior liens on
         the Real Estate  subject  only to the prior lien of real  estate  taxes
         which are not yet due and  payable  and  subject  only to any  mortgage
         granted to the Bank by Starcraft to secure the  Starcraft  Revolver and
         any letter of credit  obligations  for letters of credit  issued by the
         Bank for Starcraft,  as account party. At the Parent's expense the Bank
         shall be provided , within 60 days after the Fifth Amendment  Execution
         Date,  with a  standard  ALTA  Loan  Policy  of Title  Insurance  (1992
         Revision)  issued in favor of the Bank by a  national  title  insurance
         company acceptable to the Bank which insures the Mortgages as first and
         prior mortgage liens, with coverages for each of the




                                       -9-

<PAGE>



         Mortgages  in amounts  acceptable  to the Bank and with no  standard or
         special  exceptions  other  than for  Permitted  Liens (as such term is
         defined in the Mortgages) and with each of the following  endorsements:
         Access  Endorsement,   Usury  Endorsement,  a  Form  8.1  Environmental
         Endorsement,  an  ALTA  form of  Comprehensive  Endorsement,  a  Future
         Advances Endorsement,  and a Form 3.0 Zoning Endorsement,  all of which
         endorsements  shall be in form and  substance as may be required by the
         Bank (the "Title  Policies").  In addition,  the Parent  shall  further
         secure payment of the Parent's  Obligations by pledging to the Bank and
         granting  to the Bank a  security  interest  in all of the  issued  and
         outstanding  capital  stock of the  Subsidiaries  of the Parent,  which
         pledge and security  interest  shall be granted  pursuant to the Parent
         Pledge Agreement.  To further perfect the security interest of the Bank
         therein,  the Parent shall  assign of record to the Bank all  financing
         statements filed by it to perfect the Subsidiary Liens.

         (g)  Amendment of Section  4.g.  Effective  as of the  Execution  Date,
Section 4.g of the  Existing  Agreement  is amended and  restated to read in its
entirety as follows:

                  "(g)  Consolidated  Tangible  Net  Worth.  The  Parent and its
         Subsidiaries  shall  maintain a  Consolidated  Tangible Net Worth in an
         amount which is not less than the amounts shown in the following  table
         as at and during each of the dates and periods indicated:

                                                         Minimum Consolidated
                  Period                                  Tangible Net Worth

         At December 31, 1997                                 $6,700,000

         From January 1, 1998 to
         June 27, 1998                                        $6,100,000

         From June 28, 1998 to
         September 27, 1998                                   $7,250,000

         From September 28, 1998 to
         December 30, 1998  and
         thereafter                                           $7,600,000

         (h)  Amendment of Section  4.b.  Effective  as of the  Execution  Date,
Section 4.b of the Existing  Agreement is amended by adding thereto at the close
of such Section new subsections (viii) and (ix) which read as follows:

         "(viii)  Monthly Collateral  Reports/Misc.  As soon as available and in
                  any  event  within 30 days  after the end of each  month : (1)
                  detailed  consolidating  reports of the  accounts  receivable,
                  accounts payable and inventory of each




                                      -10-

<PAGE>



                  of the Parent,  Starcraft,  Imperial and National, with agings
                  for the accounts  receivable and accounts  payable and in such
                  detail as the Bank may reasonably  request from time to time.;
                  and (2) a detailed line by line report which shows  variations
                  in   performance   and  results   with  respect  to  both  the
                  consolidated and consolidating  financial  statements for that
                  month  from  the  pro  forma  performance  and  balance  sheet
                  projections  for that month and year to date  provided  to the
                  Bank."

                  (ix)     Borrowing Base Certificate.  Within ten (10) calendar
                           days  after  the  close  of each  calendar  month,  a
                           Borrowing Base Certificate as at such close."

                  (i) New  Section  4.k.  Effective  as of the  Execution  Date,
         Section 4 of the  Existing  Agreement  is  amended by adding at the end
         thereof a new subsection k which reads as follows:

         "k.      Security  for  Intercompany  Debt.  On or before  February 10,
                  1998, the Parent shall obtain from each of its Subsidiaries as
                  security  for  payment of all  Intercompany  Debt of each such
                  Subsidiary  which is from  time to time  owed to the  Parent a
                  perfected  security  interest (which shall be expressly junior
                  and  subordinate  to all liens and security  interests  now of
                  hereafter  held by the Bank in or with  respect  to any of the
                  assets of any of the Subsidiaries) in all accounts receivable,
                  inventory,  equipment and general intangibles, now existing or
                  hereafter  arising,  and all  proceeds  thereof,  of each such
                  Subsidiary,   which  security   interests  shall  be  obtained
                  pursuant to security agreements executed by each Subsidiary in
                  form and substance reasonably satisfactory to the Bank "

                  (j)  Amendment of Section 11.  Effective  as of the  Execution
         Date,  Section 11 of the Existing  Agreement is amended and restated in
         its entirety to read as follows:

                           "Section 11. Costs, Expenses and Taxes. The Companies
                  jointly and severally agree to pay (without duplication),  all
                  of the  following  fees,  costs and  expenses  incurred by the
                  Bank:  (i) all  reasonable  costs  and  expenses  incurred  in
                  connection  with  the  negotiation,   preparation,  execution,
                  closing and  delivery of the Fifth  Amendment  and any and all
                  other documents  furnished  pursuant  thereto or in connection
                  therewith,  including the New Facility Commitment,  and in the
                  perfection of liens or security interests which may be granted
                  under the Credit Documents,  including without  limitation the
                  reasonable fees and out-of-pocket expenses of Baker & Daniels,
                  special  counsel to the Bank;  (ii) all  reasonable  costs and
                  expenses  in  connection  with the  negotiation,  preparation,
                  execution and delivery of any amendments or  modifications  of
                  (or  supplements  to) any of the Credit  Documents and any and
                  all  other  documents   furnished   pursuant   thereto  or  in
                  connection  therewith,   and  all  investigation  of  and  due
                  diligence   regarding   the   Companies,   including   without
                  limitation the reasonable fees and out-of-pocket




                                      -11-

<PAGE>



                  expenses of counsel retained by the Bank relative thereto,  as
                  well as the  reasonable  fees and  out-of-pocket  expenses  of
                  other  outside  experts  reasonably  retained  by the  Bank in
                  connection   with  the  foregoing;   (iii)  all  search  fees,
                  appraisal  fees and  expenses,  title  insurance  policy fees,
                  survey  costs,  filing  service  fees,  costs and expenses and
                  filing and recording  fees and taxes  (including  UCC, tax and
                  judgment  lien  searches to be obtained by the Bank) which may
                  be incurred from time to time by the Bank;  and (iv) all costs
                  and expenses  (including,  without limitation,  all reasonable
                  attorneys' fees and expenses incurred by the Bank) incurred at
                  any time an Unmatured Event of Default or Event of Default has
                  occurred and remains unremedied or incurred in connection with
                  the enforcement of this Agreement,  or all or any of the other
                  Credit  Documents or any other  agreement  furnished  pursuant
                  hereto or thereto or in connection  herewith or therewith.  In
                  addition, the Companies agree jointly and severally to pay any
                  and all  stamp,  transfer,  excise  and  other  similar  taxes
                  payable or  determined  to be payable in  connection  with the
                  execution and delivery of this Agreement,  or any of the other
                  Credit  Documents or the issuance of the Revolving Note or the
                  making of the Revolving  Loan,  and agree to save and hold the
                  Bank  harmless from and against any and all  liabilities  with
                  respect to or resulting from any delay in paying,  or omission
                  to pay, such taxes.  Any portion of the foregoing fees,  costs
                  and  expenses  which  remains  unpaid   following  the  Bank's
                  statement and request for payment  thereof shall bear interest
                  from the date of such  statement  and  request  to the date of
                  payment  at a per annum  rate equal to the Prime Rate plus the
                  Applicable Spread."

                  (k)  Amendment  of  Section  2.b(iii).  Effective  as  of  the
         Execution  Date,  Section 2.b of the Existing  Agreement is amended and
         restated in its entirety to read as follows:

                  "(iii).  Manner  of   Payment-Application.   All  payments  of
                           principal  and  interest on the Loan shall be payable
                           at the principal  office of the Bank in Indianapolis,
                           Indiana,  in funds available for the Bank's immediate
                           use in that city and no payment will be considered to
                           have been made until  received in such funds.  Unless
                           otherwise   agreed  to,  in  writing,   or  otherwise
                           required by applicable law,  payments will be applied
                           first to accrued, unpaid interest, then to principal,
                           and any  remaining  amount to any  unpaid  collection
                           costs,  late  charges  and other  charges,  provided,
                           however,  upon delinquency or other default, the Bank
                           reserves the right to apply payments among principal,
                           interest,  late charges,  collection  costs and other
                           charges at its discretion.  All prepayments  shall be
                           applied to the  Obligations  in such order and manner
                           as the Bank may from  time to time  determine  in its
                           sole discretion."

                  (l)  Amendment  of Section 6.  Effective  as of the  Execution
         Date,  Section 6 of the Existing  Agreement is amended by adding to the
         close thereof the following subsection d:





                                      -12-

<PAGE>



                  "d.      Appraisals.  The Parent and Starcraft at the Parent's
                           expense  shall cause to be prepared  delivered to the
                           Bank  within  seventy-five  (75) days after the Fifth
                           Amendment  Execution  Date: (a) FIRREA  Appraisals of
                           the  Real  Estate,   which  appraisals  shall  be  by
                           qualified appraisers  satisfactory to and engaged the
                           Bank  and  addressed  to the  Bank  as the  recipient
                           thereof;   and  (b)   unless   Parent  by  a  writing
                           acceptable  to  the  Bank  elects  to  eliminate  the
                           Equipment  Collateral  Value from the Borrowing Base,
                           an appraisal of the orderly  liquidation value of the
                           Eligible  Equipment,  which  appraisal  shall be by a
                           qualified  appraiser  satisfactory  to the  Bank  and
                           addressed to the Bank as the recipient thereof."

Further,  effective as of the Execution  Date,  Section  6.c(ii) of the Existing
Agreement is amended and  restated in its entirety to read as follows:  "(ii) An
Officer's Certificate and a Borrowing Base Certificate."

                  (m)  Addition of New  Sections 17 and 18.  Effective as of the
Execution Date the Existing  Agreement is amended by adding thereto new Sections
17 and 18, reading as follows:

                  "Section 17. Waiver of Jury Trial.  THE BANK AND THE COMPANIES
                  EACH IRREVOCABLY AND UNCONDITIONALLY  WAIVE ANY RIGHT TO TRIAL
                  BY JURY OF ANY DISPUTE OR CLAIM,  WHETHER  BASED UPON CONTRACT
                  OR ALLEGED  WRONGFUL ACT OR OMISSION,  WHICH  DISPUTE OR CLAIM
                  ARISES  OUT  OF,  OR  IS   INCIDENTAL   TO  THE   RELATIONSHIP
                  ESTABLISHED  BETWEEN THE COMPANIES AND THE BANK BY THIS OR ANY
                  OTHER CREDIT DOCUMENT. THIS PROVISION IS A MATERIAL INDUCEMENT
                  TO THE BANK TO ENTER INTO THIS AGREEMENT.

                  Section 18.  Arbitration.  The Bank and each of the  Companies
                  agree that upon the written demand of any party,  whether made
                  before or after the institution of any legal proceedings,  but
                  prior to the rendering of any judgment in that proceeding, all
                  disputes,  claims  and  controversies  between  them,  whether
                  individual,  joint,  or class in  nature,  arising  from  this
                  Agreement or otherwise,  including without limitation contract
                  and  tort  disputes,  shall  be  arbitrated  pursuant  to  the
                  Commercial Rules of the American Arbitration Association, upon
                  request  of either  party.  No act to take or  dispose  of any
                  collateral  shall  constitute  a  waiver  of this  arbitration
                  agreement or be prohibited by this arbitration agreement. This
                  arbitration  provision  shall not limit the right of any party
                  during any  dispute to seek,  use,  and  employ  ancillary  or
                  preliminary remedies, judicial or otherwise , for the purposes
                  of realizing  upon,  preserving,  protecting,  foreclosing  or
                  proceeding under forcible entry and detainer for possession of
                  any real or personal  property,  and any such action shall not
                  be deemed an  election of  remedies.  This  includes,  without
                  limitation;   obtaining   injunctive  relief  or  a  temporary
                  restraining order;




                                      -13-

<PAGE>



                  invoking a power of sale under any deed of trust or  mortgage;
                  obtaining a writ of attachment or imposition of a receiver; or
                  exercising any rights relating to personal property, including
                  taking or disposing of such property with or without  judicial
                  process pursuant to Article 9 of the Uniform  Commercial Code.
                  Any  disputes,   claims,   or  controversies   concerning  the
                  lawfulness  or  reasonableness  of any act, or exercise of any
                  right,  concerning  any  collateral,  including  any  claim to
                  rescind,  reform,  or otherwise modify any agreement  relating
                  the collateral,  shall also be arbitrated,  provided, however,
                  that no arbitrator shall have the right or the power to enjoin
                  or  restrain  any act of any  party.  Judgment  upon any award
                  rendered by any  arbitrator may be entered in any court having
                  jurisdiction.  Nothing in this  Agreement  shall  preclude any
                  party from seeking  equitable relief from a court of competent
                  jurisdiction.  The statute of limitations,  estoppel,  waiver,
                  laches  and  similar   doctrines   which  would  otherwise  be
                  applicable in an action brought by a party shall be applicable
                  in any  arbitration  proceeding,  and the  commencement  of an
                  arbitration proceeding shall be deemed the commencement of any
                  action for these purposes.  The Federal  Arbitration Act shall
                  apply to the construction,  interpretation, and enforcement of
                  this arbitration provision."

                  (n)  Amendment  of Section 7.  Effective  as of the  Execution
         Date,  Section 7 of the Existing  Agreement is amended by adding to the
         end thereof a new subsection h reading as follows:

         "h.      Noncompliance  with Covenants in Fifth  Amendment.  Failure by
                  the Parent to comply  with or perform any  covenant  stated in
                  Section  3  of  the  Fifth   Amendment   or  any  warranty  or
                  representation  made  by  any of the  Companies  in the  Fifth
                  Amendment  proving  to have been  false or  misleading  in any
                  material respect when made."

         3. Special Covenant  Regarding  National.  In order to obtain access to
financing and working capital required to support projected,  substantial growth
in  National's  business  and working  capital  requirements  and to qualify the
assets  associated  with that business for inclusion in the Borrowing  Base, the
Parent  has  confirmed  and  acknowledged  to the Bank that it  intends to merge
National and Starcraft,  with Starcraft being the surviving  corporation,  by an
Agreement and Plan of Merger which will be closed and  consummated  by not later
than February 10, 1998. In the event for any reason this merger is not completed
by that date, then the Maximum  Revolver  Commitment (as it otherwise exists and
is  calculated  from time to time under the  Agreement)  automatically  shall be
reduced on that date,  and continue to be reduced  thereafter  until such merger
may be completed, by $750,000.

         4. Amendments to Other Credit Documents.  Effective as of the Execution
Date, each of the Parent Credit Documents is amended as follows:  Each reference
in any of such Credit  Documents to the term "Credit  Agreement" shall be to the
Existing Agreement, as amended by this Amendment,  and as the same may have been
or hereafter may be amended, modified, supplemented and/or restated from time to
time and at any time.




                                      -14-

<PAGE>



         5.  Representations  and  Warranties.  The Companies each represent and
warrant to the Bank that:

         (a)(i) The  execution,  delivery and  performance of this Amendment and
all  agreements  and  documents  delivered  pursuant  hereto by it has been duly
authorized by all necessary action (whether corporate, partnership or otherwise)
and does not and will not violate any  provision of any law,  rule,  regulation,
order, judgment,  injunction, or aware presently in effect applying to it, or of
its articles of  incorporation,  by-laws,  articles of organization or operating
agreement (as applicable) or result in a breach of or constitute a default under
any material  agreement,  lease or instrument to which it is a party or by which
it or its properties may be bound or affected;  (ii) no authorization,  consent,
approval,  license,  exemption  or  filing of a  registration  with any court or
governmental  department,  agency or  instrumentality is or will be necessary to
the valid  execution,  delivery or  performance  by it of this Amendment and all
agreements and documents delivered pursuant hereto; and (iii) this Amendment and
all  agreements  and documents  delivered  pursuant  hereto by it are its legal,
valid and binding  obligations and enforceable against it in accordance with the
terms thereof.

         (b) After giving effect to the amendments  contained in this Amendment,
the  representations and warranties of it contained in Section 3 of the Existing
Agreement  are true and  correct on and as of the  Execution  Date with the same
force and effect as if made on and as of the  Execution  Date,  except  that the
representation in Section 3.d of the Existing Agreement shall be deemed to refer
to the  financial  statements of the Parent and its  Subsidiaries  most recently
delivered to the Bank prior to the Execution Date.

         (c) No Event of Default or Unmatured  Event of Default has occurred and
is continuing or will exist under the Agreement as of the Execution Date.

         6.  Conditions.  The  obligation  of the Bank to execute and to perform
this Amendment shall be subject to full satisfaction of the following conditions
precedent:

         (a) Copies,  certified  as of the  Execution  Date,  of such  corporate
documents of the Parent and its Subsidiaries as the Bank may request,  including
articles  of  incorporation,   by-laws,  articles  of  organization,   operating
agreement  (or  certifying  as to the  continued  accuracy  of the  articles  of
incorporation  and by-laws  previously  delivered to the Bank),  and  incumbency
certificates,  and such documents evidencing necessary corporate and partnership
action by the Companies with respect to this Amendment and all other  agreements
or documents delivered pursuant hereto as the Bank may request.

         (b)  This  Amendment  shall  have  been  duly  executed  by each of the
Companies.

         (c)  The  Bank  shall  have  received  the  following  instruments  and
documents, duly executed and delivered to the Bank:





                                      -15-

<PAGE>



                  (i)      a Pledge Agreement, in form and substance the same as
                           attached  hereto  as  Exhibit  A,  and all  documents
                           required thereby, all duly executed by the Parent;

                  (ii)     Real estate mortgages, duly executed and acknowledged
                           by  Starcraft,  in form  and  substance  the  same as
                           attached  to this  Amendment  as  Exhibit  " B-1" and
                           "B-2" (the "Mortgages").

                  (iii)    such UCC-1  financing  statements and other documents
                           as the Bank may  reasonably  request to fully perfect
                           the  security  interests  granted  under the Security
                           Agreements.

         (d) The Company shall have paid all costs and expenses  incurred by the
Bank in  connection  with  the  negotiation,  preparation  and  closing  of this
Amendment and the other documents and agreements delivered pursuant hereto or in
connection herewith, including the reasonable fees and out-of-pocket expenses of
Messrs.  Baker & Daniels,  special  counsel to the Bank,  which shall not exceed
$7,000.00.

         (e) The Bank shall have received such additional agreements,  documents
and certifications, fully executed by the Company as may be reasonably requested
by the Bank, including amendments to collateral documents.

         7. Guarantor  Consent and  Affirmation.  Each of the Companies in their
respective  capacities as  guarantors  under the Guaranty  Agreements,  by their
execution of this Amendment,  expressly  consent to the execution,  delivery and
performance  by the other  Companies and the Bank of this  Amendment and each of
the other documents,  instruments and agreements to be executed pursuant hereto,
and agrees that neither the provisions of this Amendment nor any action taken or
not taken in  accordance  with the terms of this  Amendment  shall  constitute a
termination,  extinguishment,  release or discharge  of any of their  respective
guaranty  obligations or provide a defense,  set off, or counter claim to any of
them  with  respect  to any of their  respective  obligations  under  any of the
Guaranty Agreements or other Credit Documents.  Each of the Companies affirms to
the Bank that its Guaranty Agreements remain in full force and effect, are valid
and  binding  obligations  of it, and  continue  to secure the  Obligations  the
payment of which is guaranteed by it thereunder.

         8. Binding on Successors  And Assigns.  All of the terms and provisions
of this Amendment  shall be binding upon and inure to the benefit of the parties
hereto, their respective successors, assigns and legal representatives.

         9.  Governing  Law/Entire  Agreement/Survival.   This  Amendment  is  a
contract made under,  and shall be governed by an construed in accordance  with,
the  laws of the  State  of  Indiana  applicable  to  contracts  made  and to be
performed  entirely  with such state and without  giving effect to the choice of
law  principals  of such state.  This  Amendment  constitutes  and expresses the
entire understanding between the parties hereto with respect to the subject




                                      -16-

<PAGE>


matter  hereof,   and  supersedes  all  prior  agreements  and   understandings,
commitments,  inducements or conditions,  whether expressed or implied,  oral or
written. All covenants, agreements, undertakings, representations and warranties
made  in this  Amendment  shall  survive  the  execution  and  delivery  of this
Amendment, and shall not be affected by any investigation made by any party.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the Execution Date.

                                     BANK ONE, INDIANA,
                                     NATIONAL ASSOCIATION


                                     By: /s/ Michael E. Lewis
                                         ---------------------------------------
                                           Michael E. Lewis,
                                           Senior Vice President

                                                                    (the "Bank")

                                     STARCRAFT CORPORATION


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


---------------------------------------

                                                                  (the "Parent")


                                     STARCRAFT AUTOMOTIVE GROUP, INC.


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


---------------------------------------
                                                                   ("Starcraft")


                                     IMPERIAL AUTOMOTIVE GROUP, INC.


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


---------------------------------------

                                                                    ("Imperial")




                                      -17-