STARCRAFT CORP /IN/
ANDERSON EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>10
<FILENAME>ex103_0211.txt
<DESCRIPTION>ANDERSON EMPLOYMENT AGREEMENT
<TEXT>
                                                                    EXHIBIT 10.3


                              EMPLOYMENT AGREEMENT

     This  Agreement,  made and dated as of January 16, 2004,  with an effective
date  of  January  16,  2004  ("Effective   Date"),  by  and  between  Starcraft
Corporation,  an Indiana corporation  ("Employer"),  and Richard C. Anderson,  a
resident of Michigan ("Employee").

                               W I T N E S S E T H

     WHEREAS,  Employee serves as a member of the Board of Directors,  and is to
be employed as Executive  Vice President  (Engineering)  of Employer and each of
its subsidiaries and each of its affiliates ("Job Responsibilities");

     WHEREAS,   Employer   desires  to  encourage   Employee  to  make  valuable
contributions  to  Employer's  business  operations  and not to  seek or  accept
employment elsewhere;

     WHEREAS,  Employee  desires to be assured of a secure minimum  compensation
and Job Responsibilities with Employer for his services over a defined term;

     WHEREAS,  Employer desires to assure the continued  services of Employee on
behalf of Employer on an objective and impartial  basis and without  distraction
or  conflict  of  interest  in the event of an  attempt  by any person to change
Employee's Job Responsibilities or to obtain control of Employer;

     WHEREAS,  Employer  desires to enter into this  employment  agreement  (the
"Agreement"),  and provide fair and reasonable benefits to Employee on the terms
and subject to the conditions set forth in this Agreement.

     NOW,  THEREFORE,  in consideration of these premises,  the mutual covenants
and undertakings  herein  contained and the continued  employment of Employee to
perform Job Responsibilities for Employer, Employer and Employee, each intending
to be legally bound, covenant and agree as follows:

     1.  Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement,  Employer  employs  Employee  to  perform  Job  Responsibilities  for
Employer,   its  subsidiaries,   and  affiliates,   and  Employee  accepts  such
employment. "Affiliate," for purposes of this Agreement, means an entity that is
controlled  by  Employer,  or 50% or more owned by  Employer,  and also means an
entity that adopts this Agreement with the Employer's consent.

     2. Employee's Job  Responsibilities  shall be, and Employee agrees to serve
as,  a member  of the  Board  and  Executive  Vice  President  (Engineering)  of
Employer,  and each of its subsidiaries and affiliates,  and member of the Board
of  Directors  and/or  Board  of  Managers  (as the  case may be) of each of its
affiliates; provided, however that such duties shall be performed in or from the
current  office of Employee in the offices of Employer or  affiliate of Employer
currently located at Troy, Michigan, and shall be of the same character as those
previously  performed by Employee  with  affiliates  of Employer  and  generally
associated with the offices  previously  held by Employee with such  affiliates.
Employee  shall not be required to be absent from the location of the  principal
executive  offices of Employer in Troy,  Michigan on travel  status or otherwise
more than ten (10) days in any calendar year.  Employer  shall not,  without the
written  consent of Employee,  relocate or transfer  Employee to a location more
than fifteen (15) miles from his principal residence. Employee shall perform Job
Responsibilities  for Employer and each of its  subsidiaries  and  affiliates in
substantially  the same manner and to substantially  the same extent as Employee
rendered  such  services to Employer or its  affiliates  before the date hereof.
Although while employed by Employer, Employee shall devote substantially all his
business time and efforts to Employer's  business and shall not actively  engage
in any  other  business  related  to  that  of  Employer,  Employee  may use his
discretion in fixing his hours and schedule of work  consistent  with the proper
discharge  of his duties.  Employer  shall cause  Employee  to be  nominated  to
successive  terms as a member of Employer's Board of Directors and shall use its
best efforts to cause  Employee to be elected and re-elected as a member of such
Board,  and the Board of Directors  and/or Board of Managers of each  subsidiary
and each affiliate of Employer.

     3. The term of this Agreement shall begin on the "Effective Date" and shall
end on the date  which is two (2) years  following  such date (the  "Anniversary
Date");  provided,  however, that such term shall be extended for additional two
(2) year terms on each  Anniversary  Date,  unless  either  party  hereto  gives
written notice to the other party not to so extend within ninety (90) days prior
to each such  Anniversary  Date, in which case no further  extension shall occur
and the term of this Agreement shall end on the Anniversary Date as of which the
notice not to extend is given (such term,  including any extension thereof shall
herein be referred to as the "Term").  A notice not to so extend given by either
party shall be a termination  of employment  prior to the expiration of the Term
of  this  Agreement,  for  all  purposes,  including  subsection  7(B)  of  this
Agreement.  Such  notice  not to extend  shall be in the form of the  "Notice of
Termination"  defined in Section 10 hereof and shall contain specific  reference
to specific  provisions of Section 7 hereof relied upon for any such termination
of the Term of this Agreement.

     4.  Employee  shall  receive an annual salary of not less than Five Hundred
Fifty  Thousand  Dollars  ($550,000)  ("Base  Compensation")  payable at regular
intervals  in  accordance  with  Employer's  normal  payroll  practices  now  or
hereafter  in  effect.  Employer  may  consider  and  declare  from time to time
increases  (but not  decreases)  in the  salary  it pays  Employee  and  thereby
increases  in his Base  Compensation.  Employer  shall  review  Employee's  Base
Compensation  on an annual basis with the intention that such review of the Base
Compensation   and  the  Executive  Bonus  Plan,   subject  to  the  discretion,
responsibilities and policies of the Employer's  Compensation  Committee,  shall
cause the annual Base  Compensation and Bonus to increase from year to year. Any
and all increases in Employee's  salary pursuant to this section shall cause the
level of Base  Compensation  to be increased by the amount of each such increase
for purposes of this  Agreement.  The increased  level of Base  Compensation  as
provided in this  section  shall become the level of Base  Compensation  for the
remainder  of the Term of this  Agreement  until there is a further  increase in
Base Compensation as provided herein. "Base Compensation" means the total annual
base  salary  payable to the  Employee  at the rate in effect on the date of the
termination of the Term of Employment.  Base  Compensation  shall not be reduced
for any salary  reduction  contributions  (i) to cash or  deferred  arrangements
under Section 401(k) of the Code, (ii) to a Tax Sheltered  Annuity under Section
403(b) of the Code,  (iii) to a cafeteria plan under Section 125 of the Code, or
(iv) to a nonqualified  deferred  compensation plan. Base Compensation shall not
take  into  account  any  bonuses,  reimbursed  expenses,  credits  or  benefits
(including benefits under any plan of deferred compensation),  or any additional
cash  compensation or  compensation  payable in a form other than cash. It shall
not be a breach of this Section 4 in the event that Employer and Employee  shall
mutually agree to reduce  Employee's Base  Compensation  from time to time. Such
reductions  shall  be  immediately  restored  prior  to  the  occurrence  of any
termination of the Term  described in Section 7 and shall be deemed  included in
the  Base  Compensation  then  in  effect  at the  time  of any  such  event  of
termination.  Furthermore,  any such decrease in Base  Compensation from time to
time shall not disqualify Employee from participation in Benefit Plans except as
Employee shall agree.

     5. So long as Employee is employed by Employer  pursuant to this Agreement,
he shall be  included  as a  participant  in all  present  and  future  employee
benefit,  retirement, and compensation plans generally available to employees of
Employer,  consistent  with his  Base  Compensation,  his Job  Responsibilities,
including,  without limitation,  any Employer 401(k) plan, Stock Incentive Plan,
Executive  Bonus Plan,  split  dollar  life  insurance  program,  and group life
insurance plans (collectively,  "Benefit Plans"),  each of which Employer agrees
to continue in effect on terms no less favorable than those  currently in effect
as of the date hereof (as permitted by law) during the Term of this Agreement.

     6. In addition to the items of the Benefit  Plans  referred to in Section 5
hereof,  the following shall be additional  items included within the definition
of "Benefit Plans" for this Employee under this  Agreement.  So long as Employee
is employed  by Employer  pursuant to this  Agreement,  Employee  shall  receive
reimbursement from Employer for all reasonable business expenses incurred in the
course of his  employment  by Employer,  upon  submission to Employer of written
vouchers  and  statements  for  reimbursement.  Employee  shall  attend,  at his
discretion, those professional meetings,  conventions,  and/or similar functions
that he deems  appropriate and useful for purposes of keeping abreast of current
developments in the industry and/or promoting the interests of Employer. So long
as Employee is  employed  by Employer  pursuant to the terms of this  Agreement,
Employer shall continue in effect  vacation  policies  applicable to Employee no
less  favorable from his point of view than those written  vacation  policies in
effect on the date hereof.  So long as Employee is employed by Employer pursuant
to this  Agreement,  Employee  shall be entitled to Employee's  existing  office
space,  existing  executive  assistant,  and other  working  conditions  no less
favorable from his point of view than were in effect for him on the date hereof.
So long as Employee is employed by Employer pursuant to this Agreement, employee
shall be entitled to the use of a company car provided by the Employer.  So long
as Employee is employed by Employer  pursuant to this Agreement,  Employee shall
be entitled to membership in such country  clubs,  social clubs,  and golf clubs
that Employee deems  appropriate and useful,  and Employer shall continue to pay
the initiation fees,  membership fees, and dues and assessments for each of such
memberships.  So long as  Employee  is  employed  by  Employer  pursuant to this
Agreement,  Employee shall be entitled to personal tax preparation  services, an
annual physical  examination,  personal umbrella insurance coverage in an amount
not less than Ten Million Dollars  ($10,000,000.00),  and Employer shall pay and
continue to pay the fees, expenses, and premiums for each of the foregoing.

     7.  Subject  to the  respective  continuing  obligations  of  the  parties,
including  but not limited to those set forth in  Sections 8 hereof,  Employee's
employment by Employer may be terminated  effective on any  Anniversary  Date or
otherwise  prior to the  expiration of the Term of this  Agreement  upon written
notice as required by Section 10 hereof, and as follows:

          (A)  Employer,  by action of its Board of  Directors  and upon written
     notice to Employee,  may terminate  Employee's  employment with Employer at
     any time for  Reasonable  Cause.  For  purposes  of this  subsection  7(A),
     "Reasonable Cause" shall be defined as:

               (i) the willful,  flagrant  and  repeated  failure of Employee to
          perform his duties or to comply with the reasonable  directions of the
          Board  of  Directors,  which  failure  continues  after  the  Board of
          Directors  has  given  written   notice  to  Employee   specifying  in
          reasonable  detail the manner in which  Employee has failed to perform
          such duties or comply with such directions, together with a reasonable
          opportunity to cure the failure to perform his duties;

               (ii) the  conviction of the Employee for a felony which the Board
          of Directors  determines  in the exercise of its  reasonable  judgment
          could be expected to have a material adverse impact on the Employer.

          (B) Employer,  by action of its Board of Directors,  may fail to renew
     this Agreement effective any Anniversary Date, or may terminate  Employee's
     employment  with Employer at any time, upon ninety (90) days' prior written
     notice to Employee, without Reasonable Cause.

          (C)  Employee,  at any time and upon ninety  (90) days' prior  written
     notice to Employer,  may terminate his employment with Employer,  and if in
     the notice of termination the Employee  declares this notice of termination
     is the  result  of a  change  of Job  Responsibilities  without  Employee's
     consent,  then in such an event  such a  termination  is a  termination  by
     Parent  without  Reasonable  Cause for purposes of Section 7(B) and Section
     8(F) hereof.

          (D) Employee's  employment  with Employer shall terminate in the event
     of  Employee's  death or permanent  disability.  "Disability"  means (i) if
     Employee is covered by an individual or group long-term  disability  policy
     under  Employer's  Benefit  Plans,  then as defined in such policy  without
     regard  to any  waiting  period,  or  (ii)  if (i)  is  inapplicable,  then
     "disability" shall be defined as Employee's  permanent  inability by reason
     of  illness  or  other  physical  or  mental   incapacity  to  perform  Job
     Responsibilities  for any  consecutive one hundred eighty (180) day period,
     provided  that  Notice of  Termination  by Employer  because of  Employee's
     "disability" shall have been given to Employee prior to the full resumption
     by him of the performance of such duties.

     8. In the event of  termination  of  Employee's  employment  with  Employer
pursuant to Section 7 hereof, which shall include a nonrenewal of this Agreement
on any Anniversary Date as provided in Section 3 hereof or in Subsection 7(B) or
Subsection 7(C) hereof,  written Notice of Termination as required by Section 10
shall be given,  and,  compensation  shall  continue  to be paid by  Employer to
Employee as follows:

          (A) In the  event of  termination  for  Reasonable  Cause by  Employer
     pursuant to subsection 7(A),  compensation  provided for herein  (including
     Base  Compensation)  shall continue to be paid, and Employee shall continue
     to  participate  in the Benefit Plans and other  perquisites as provided in
     Sections 5 and 6 hereof,  through the date of termination  specified in the
     Notice of Termination.  Any benefits  payable under such Benefit Plans as a
     result of Employee's participation in such plans through such date shall be
     paid when due under those plans.  The date of termination  specified in any
     Notice of  Termination  pursuant to subsection  7(A) shall be no later than
     the last business day of the month following the month in which such notice
     is provided to Employee.

          (B) In the event of termination  without  Reasonable Cause by Employer
     pursuant to subsection  7(B), or by Employee  pursuant to subsection  7(C),
     compensation  provided  for  herein  (including  Base  Compensation)  shall
     continue to be paid,  and Employee  shall  continue to  participate  in the
     Benefit Plans and other perquisites as provided in Sections 5 and 6 hereof,
     through the date of termination specified in the Notice of Termination. Any
     benefits  payable  under  such  Benefit  Plans  as a result  of  Employee's
     participation  in such plans through such date shall be paid when due under
     those plans. In addition,  Employee shall at his option exercised effective
     the date of  termination  of the Term,  be  entitled  to receive one of the
     following:

               either,

               (i)  Employee  shall be  entitled  to  continue  to receive  from
          Employer his Base  Compensation  at the rates in effect at the time of
          termination  of the  Term for two (2)  additional  twelve  (12)  month
          periods. In addition,  during such periods,  Employer will maintain in
          full force and effect for the  continued  benefit of Employee  and his
          spouse and his dependents each Benefit Plan described in Section 5 and
          Section 6 in which  Employee was entitled to  participate  immediately
          prior to the date of his termination, unless an essentially equivalent
          and no less favorable benefit is provided by a subsequent  employer of
          Employee.  If the terms of any such Benefit Plan, or applicable  laws,
          do not permit continued participation in the Benefit Plans by Employee
          and his spouse and his dependents, Employer will arrange to provide to
          Employee  and his spouse and his  dependents  a benefit  substantially
          similar to, and no less favorable  than, the benefit he and his spouse
          and his dependents were entitled to receive under such Benefit Plans;

               or,

               (ii) Employee shall be entitled to receive from Employer his Base
          Compensation at the rates in effect at the time of termination for two
          (2)  additional  twelve  (12) month  periods,  payable in one lump sum
          payment  on  or  before  thirty  (30)  days   following  the  date  of
          termination,  and Employer  will not  thereafter  maintain any Benefit
          Plan for the  continued  benefit  of  Employee  and his spouse and his
          dependents.

          (C) In the event  Employee's  employment with Employer shall terminate
     in the event of Employee's death, pursuant to subsection 7(D), compensation
     provided for herein (including Base Compensation) shall continue to be paid
     through  the date of death.  Employee's  spouse  and his  dependents  shall
     continue to  participate  in the  Benefit  Plans and other  perquisites  as
     provided  in  Section 5 and  Section  6 hereof.  From and after the date of
     Employee's  death,  the  spouse  of  Employee  (or if none  surviving,  the
     dependents  of  Employee)  shall be entitled  to  continue to receive  from
     Employer the Employee's Base  Compensation and Benefit Plans perquisites at
     the rates in effect at the time of  death,  for two (2)  additional  twelve
     (12) month  periods.  In  addition,  during  such  periods,  Employer  will
     maintain in full force and effect for the  continued  benefit of the spouse
     and  dependents  of Employee  each  Benefit Plan in which the spouse (or if
     none  surviving,  the  dependents of Employee) was entitled to  participate
     immediately  prior to the date of death of Employee,  unless an essentially
     equivalent  and no less  favorable  benefit  is  provided  by a  subsequent
     employer of the spouse of Employee.  If the terms of any Benefit  Plan,  or
     applicable laws, do not permit continued participation by the spouse (or if
     none  surviving,  the  dependents  of  Employee),  Employer will arrange to
     provide to spouse (or if none  surviving,  the  dependents  of  Employee) a
     benefit  substantially  similar to, and no less favorable than, the benefit
     the spouse (or if none surviving,  the dependents of Employee) was entitled
     to  receive  under  such  Benefit  Plans at the date of death of  Employee.
     Employer reserves the right to cause the payments provided for herein to be
     funded  and paid in whole or in part from  life  insurance,  annuities,  or
     other such similar devices, in its sole discretion.

          (D) In the event  Employee's  employment with Employer shall terminate
     in  the  event  of  Employee's  disability  pursuant  to  subsection  7(D),
     compensation  provided  for  herein  (including  Base  Compensation)  shall
     continue to be paid through the date of disability as defined in subsection
     7(D),  and from and after the date of Employee's  disability and during the
     continuance or recurrence  thereof,  Employee shall be entitled to continue
     to receive from Employer the Employee's Base Compensation and Benefit Plans
     at the rates in effect at the time of  termination  for five (5) additional
     twelve (12) month periods. In addition,  during such periods, Employer will
     maintain in full force and effect for the continued benefit of Employee and
     his spouse and his  dependents  each  Benefit  Plan in which  Employee  was
     entitled to  participate  immediately  prior to the date of  disability  of
     Employee, unless an essentially equivalent and no less favorable benefit is
     provided by a subsequent employer of Employee.  If the terms of any Benefit
     Plan, or applicable laws, do not permit continued participation by Employee
     and his  spouse  and his  dependents,  Employer  will  arrange  to  provide
     Employee and his spouse and his dependents a benefit  substantially similar
     to, and no less favorable than, the benefit Employee and his spouse and his
     dependents were entitled to receive under such Benefit Plans at the date of
     disability of Employee.  Employer  reserves the right to cause the payments
     provided  herein  to be  funded  and  paid in whole  or in part  from  life
     insurance,   annuities,   or  other  such  similar  devices,  in  its  sole
     discretion.

          (E) Employer will permit Employee or his personal representative(s) or
     heirs, during a period of three months following  termination of Employee's
     employment  by Employer  for any reason,  including  Reasonable  Cause,  to
     require  Employer,  upon written  request and at Employee's or his personal
     representative's  or his heirs' option, to purchase all or less than all of
     outstanding  warrants or stock options previously granted to Employee under
     any Employer  warrant or stock  option plan then in effect,  whether or not
     such warrants or options are then exercisable or have terminated, at a cash
     purchase  price  equal to the amount by which the  aggregate  "fair  market
     value" of the  shares  subject  to such  options or  warrants  exceeds  the
     aggregate warrant or option or warrant price for such shares.  For purposes
     of this  Agreement,  the term "fair market  value" shall mean the higher of
     (i) the  average of the highest  asked  prices for  Employer  shares in the
     over-the-counter  market as reported on the NASDAQ system or other national
     exchange  if the  shares are  traded on such  system  for the  thirty  (30)
     business days  preceding  such  termination,  or (ii) the average per share
     price  actually  paid for the most highly  priced one  percent  (1%) of the
     Employer  shares  acquired in connection  with any Change of Control of the
     Employer by any person or group acquiring such control.

          (F) In the event of termination  without  Reasonable Cause by Employer
     pursuant  to  subsection   7(B),   before  the  date  the  Secondary  Shelf
     Registration  (as  such  term is used in  Schedule  2.01(d),  "Registration
     Rights,"  to the  Agreement  and Plan of Merger by and among  Employer  and
     Wheel to Wheel,  Inc.,  et al. dated  effective  October 30, 2003)  becomes
     effective, then Employee may immediately require Employer to accelerate the
     filing of the Secondary Shelf Registration and Employer shall in good faith
     use its best efforts to cause the Secondary  Shelf  Registration,  at least
     with  respect  to the  Employee's  shares,  as such  are  described  in the
     Registration  Rights,  to become effective on a date identified by Employee
     (not earlier than the date which is ninety (90) days after the  termination
     date in the  Notice  of  Termination)  and  remain  effective  continuously
     thereafter for a period of at least two (2) years.

     9. In order to  induce  Employer  to enter  into this  Agreement,  Employee
hereby agrees as follows:

          (A) Unless otherwise  required to do so by law, including the order of
     a court or governmental  agency,  Employee shall not divulge or furnish any
     trade  secrets (as defined in IND.  CODE ss.  24-2-3-2)  of Employer or any
     confidential  information  acquired  by  him  while  employed  by  Employer
     concerning the policies,  plans, procedures or customers of Employer to any
     person,  firm or  corporation,  other  than  Employer  or upon its  written
     request, or use any such trade secret or confidential  information directly
     or indirectly  for Employee's own benefit or for the benefit of any person,
     firm or  corporation  other than  Employer,  since such trade  secrets  and
     confidential information are confidential and shall at all times remain the
     property of Employer. To that end, Employee agrees as follows:

               (i) That all  drawings,  blueprints,  manuals,  letters,  reports
          memoranda, notes, notebooks, customer lists and all other documents or
          materials  whether or not of a secret or confidential  nature (and all
          copies thereof) relating to Employer or any of its affiliates business
          in any way obtained by Employee  while  employed by Employer  shall be
          Employer's property and shall be delivered by Employee to Starcraft on
          termination  of  Employee's  employment  or at any time at  Employer's
          request together with Employee's written  certification of compliance.
          This  includes  but is not  limited to  documents  or other  materials
          concerning  customers,  pricing,  marketing,  and  method or  process,
          product or apparatus manufactured, used, developed, or investigated by
          Employer or any of its affiliates, all of which are CONFIDENTIAL;

               (ii) To disclose to Employer  promptly  and fully any  invention,
          discovery or improvement,  ("invention(s)") whether patentable or not,
          hereafter  made or  conceived  solely or  jointly  by  Employee  while
          employed by Employer  and which  relates in any manner to the business
          or activities of Starcraft or any of its affiliates or is suggested by
          or results from any duties  assigned to Employee or work  performed by
          Employee for or on behalf of Employer;

               (iii)  That  when  requested  by  Employer,   whether  during  or
          subsequent to Employee's  employment,  to execute patent  applications
          and other  instruments  considered  necessary by Employer to apply for
          any obtain Letters  Patent of the United States and foreign  countries
          with  respect  to  inventions  covered by this  Agreement  and to make
          assignments  and  execute  other  instruments  necessary  to convey to
          Employer  ownership and exclusive  rights in such  inventions,  patent
          applications and patents; provided,  however, that Employer shall bear
          all expenses  connected  with such patents,  patent  applications  and
          maintenance  of  patent  protection,  and if  services  in  connection
          therewith are  performed by Employee at the request of Employer  after
          termination  of Employee's  employment,  Employer shall pay reasonable
          compensation for such post-employment services.

          (B)  For a  period  of  two  years  after  termination  of  Employee's
     employment   by  Employer  for  reasons  other  than  those  set  forth  in
     subsections 7(B) or (C) of this Agreement,  Employee shall not (a) compete,
     directly or indirectly,  with the business of Employer as conducted  during
     the  term  of  this  Agreement   (defined  as  aftermarket   parts,   upfit
     customization and specialized packages, and second tier supplier to OEM's),
     or have any interest (including any interest or association,  including but
     not limited to, that of owner, part owner, partner, shareholder,  director,
     officer,  employee,  agent,  consultant,  lender or advisor) in any person,
     firm  or  entity  which  competes  with  Employer  in the  geographic  area
     described  on the attached  Exhibit A (each such person,  firm or entity is
     referred  to as  "Competitor");  (b) solicit or accept  business  for or on
     behalf of any Competitor;  (c) solicit,  induce or persuade,  or attempt to
     solicit,  induce or persuade, any person to work for or provide services to
     or provide  financial  assistance  to, any  Competitor;  or (d)  solicit or
     accept  for or on  behalf  of or for the  benefit  of any  Competitor,  any
     business  from any  person,  firm or entity  which  during the term of this
     Agreement was a vendor or supplier to, or subcontractor  for, or commercial
     purchaser from, Employer.

          (C) If Employee's  employment by Employer is terminated for any reason
     by either  Employee  or  Employer,  Employee  will  turn  over  immediately
     thereafter  to  Employer  all  business  correspondence,  letters,  papers,
     reports, customers' lists, financial statements,  records, drawings, credit
     reports or other  confidential  information or documents of Employer or its
     affiliates in the possession or control of Employee,  all of which writings
     are and will continue to be the sole and exclusive  property of Employer or
     its affiliates.

          (D) If Employee's employment by Employer is terminated during the Term
     of this Agreement for reasons set forth in subsections  7(B) or (C) of this
     Agreement,  Employee  shall have no obligations to Employer with respect to
     noncompetition under subsections 9(A) and 9(B).

     10. Any termination of Employee's  employment with Employer as contemplated
by Section 3 and Section 7 hereof,  except in the  circumstances  of  Employee's
death,  shall  be  communicated  by  written  "Notice  of  Termination"  by  the
terminating  party to the other party hereto.  Any "Notice of Termination"  must
refer  to one or more of the  subsections  of  Section  7,  shall  indicate  the
specific  provisions of this  Agreement and one or more of such  subsections  of
Section 7 relied upon,  and shall set forth in  reasonable  detail the facts and
circumstances  claimed to provide a basis for such termination under one or more
of such subsections of Section 7.

     11. Anything in this Agreement to the contrary notwithstanding,  payment of
Base Compensation by the Employer to or for the benefit of the Employee pursuant
to  subsection  8(B) hereof shall be inclusive  of payment  attributable  to the
confidentiality  covenants of subsection  9(A), and shall be payable  whether or
not deductible by the Employer for federal income tax purposes.

     12. If a dispute arises  regarding  termination  of employment  pursuant to
Section 3 and  Section 7 hereof,  said  dispute  shall be  resolved  by  binding
arbitration  determined in accordance with the rules of the American Arbitration
Association  and if Employee  obtains a final award in his favor or his claim is
settled by Employer prior to the rendering of an award by such arbitration,  all
reasonable  legal fees and  expenses  incurred  by  Employee  in  contesting  or
disputing any such termination or otherwise  pursuing his claim shall be paid by
Employer,  to the extent  permitted by law. If a dispute arises  regarding other
provisions  of this  Agreement,  including  enforcement  of the  confidentiality
provisions hereof, then such shall be heard only by the judge and not by a jury,
in any court of general  jurisdiction in Elkhart County,  Indiana, to which such
sole and exclusive  jurisdiction  each party  irrevocably  consents.  Each party
agrees not to assert and hereby  waives any right of removal,  consolidation  or
joinder with any other action, or any transfer by reason of preferred venue. The
prevailing  party  shall be  entitled  to its  costs,  expenses  and  reasonable
attorney's  fees.  It is provided,  however,  that in either of  arbitration  or
judicial  proceedings,  if it is determined  that  Employer  breached any of the
material  terms or conditions  of this  Agreement,  then as liquidated  damages,
Employee  shall be entitled to receive not less than the Base  Compensation  and
Benefit Plan payments described in subsection 8(B) hereof.

     13. Should  Employee die after  termination of his employment with Employer
while any amounts are payable to him hereunder,  this  Agreement  shall inure to
the  benefit of and be  enforceable  by  Employee's  executors,  administrators,
heirs,  distributees,  devisees and legatees and all amounts  payable  hereunder
shall be paid in  accordance  with the  terms of this  Agreement  to  Employee's
devisee,  legatee or other  designee  or, if there is no such  designee,  to his
estate.

     14. For purposes of this  Agreement,  notices and all other  communications
provided  for herein  shall be in writing and shall be deemed to have been given
when sent by facsimile  confirmed  receipt and  simultaneously  mailed by United
States registered or certified mail, return receipt requested,  postage prepaid,
addressed as follows:

                  If to Employee:   Richard C. Anderson
                                    570 Executive Drive
                                    Troy, MI  48083
                                    Phone: (248) 588-5588
                                    Fax:  (248) 588-1034

                  If to Employer:   Starcraft Corporation
                                    1123 S. Indiana Avenue
                                    Post Office Box 1903
                                    Goshen, IN  46527-1903
                                    Attention:  Michael H. Schoeffler, President
                                    Phone: (574) 534-7827
                                    Fax: (574) 534-1238

or to such address as either party hereto may have  furnished to the other party
in writing in  accordance  herewith,  except  that  notices of change of address
shall be effective only upon receipt.

     15. The validity,  interpretation,  and performance of this Agreement shall
be governed by the laws of the State of Indiana.

     16.  Employer shall require any successor,  assignee,  distributee or other
transferee  of all or  substantially  all  of  its  or  its  affiliates'  or its
subsidiaries' assets or business  ("Succession") (whether direct or indirect, by
purchase,  merger,  dissolution,  liquidation,  consolidation  or  otherwise) by
agreement in form and substance satisfactory to Employee to expressly assume and
agree to perform this Agreement in the same manner and same extent that Employer
would be required to perform it if no such  Succession had taken place.  As used
in this Agreement,  "Employer" shall mean Employer or any of its subsidiaries or
affiliates  from  time to time and any  successor  to its or their  business  or
assets as aforesaid.

     17. No provision of this  Agreement  may be modified,  waived or discharged
unless such waiver,  modification or discharge is agreed to in writing signed by
Employee  and  Employer.  No waiver by  either  party  hereto at any time of any
breach by the other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of  dissimilar  provisions  or  conditions  at the same or any prior or
subsequent time. No agreements or representation,  oral or otherwise, express or
implied,  with  respect to the  subject  matter  hereof have been made by either
party which are not set forth expressly in this Agreement.

     18. The invalidity or  unenforceability of any provisions of this Agreement
shall not affect the validity or  enforceability of any other provisions of this
Agreement which shall remain in full force and effect.

     19. This  Agreement  may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same agreement.

     20. This  Agreement is personal in nature and neither  party hereto  shall,
without consent of the other, assign or transfer this Agreement or any rights or
obligations  hereunder  except as  provided  in Section 13 and Section 16 above.
Without  limiting  the  foregoing,  Employee's  right  to  receive  compensation
hereunder shall not be assignable or transferable,  whether by pledge,  creation
of a security interest or otherwise, other than a transfer by his will or by the
laws of descent or  distribution  as set forth in Section 13 hereof,  and in the
event of any  attempted  assignment  or  transfer  contrary  to this  paragraph,
Employer  shall have no liability to pay any amounts so attempted to be assigned
or transferred.

     21. No benefit payable at any time under this Agreement shall be subject in
any manner to alienation, sale, transfer,  assignment, pledge, attachment, levy,
garnishment, or encumbrance of any kind.

     22. Employer shall withhold any applicable  income or employment taxes that
are required to be withheld from the benefits provided under this Agreement.

     23.  Employer  does not  guarantee  payment of benefits  payable  under any
insurance coverage described or referred to herein, and any benefits  thereunder
shall be the exclusive responsibility of the insurer that is required to provide
such benefits under such policy.

     24. If the Employee  transfers  employment from Employer to a subsidiary or
an  affiliate,  then  the  Employee  shall  not be  deemed  to  have  terminated
employment for any purpose under this Agreement.

     25. Employer shall  continuously  maintain its current liability  insurance
through the  termination  date in the Notice of  Termination,  with such current
coverage  for  Employee  as  they  relate  to  his  Job  Responsibilities,   and
thereafter,  Employer shall continue such coverage  whether on  "occurrence"  or
"claims  made"  basis  such that  Employee  does not incur a lapse in  coverage.
Employer  agrees not to materially  modify,  change or release (A) any insurance
coverages  inuring to the benefit of Employee for claims or circumstances  prior
to the  termination  date in the  Notice  of  Termination  such as:  errors  and
omissions,  antitrust,  defamation,  libel and/or slander,  officer and director
liability,  employment  practices,  and the like,  whether or not such claims or
circumstances are known, unknown, liquidated, or contingent, or (B) any right of
contribution,  indemnity,  hold  harmless,  or recoupment  under the  respective
Articles of Incorporation,  Operating Agreement, and/or By-Laws of Employer, its
affiliates, and its subsidiaries.

     26. Commencing upon the termination date in the Notice of Termination,  the
Employee  shall cease to be an employee of the  Employer  for any  purpose.  The
payment of benefits under this Agreement shall be payments to a former employee.

     IN WITNESS  WHEREOF,  the parties have caused the  Agreement to be executed
and delivered this 16th day of January, 2004.

"Employee"                                       "Employer"
                                                 STARCRAFT CORPORATION


/s/ Richard C. Anderson                 By: /s/ Michael H. Schoeffler
-----------------------------------        -------------------------------------
Richard C. Anderson                              Michael H. Schoeffler
                                        Its:     President

                                        By: /s/ John M. Collins
                                           -------------------------------------
                                                 John M. Collins
                                        Its:     Compensation Committee Chairman



</TEXT>
</DOCUMENT>
