STARCRAFT CORP /IN/
SPECIAL VEHICLE MANUFACTURER CONVERTERS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.21
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>SPECIAL VEHICLE MANUFACTURER CONVERTERS AGREEMENT
<TEXT>




                SPECIAL VEHICLE MANUFACTURER CONVERTERS AGREEMENT

         THIS AGREEMENT is executed by and between General Motors Corporation, a
Delaware  corporation  whose  business  office is located in  Detroit,  Michigan
(hereinafter "GM)", and Starcraft  Automotive Group, Inc., located at Goshen, IN
(hereinafter "Manufacturer"), effective July 1, 1999.

         WHEREAS,  GM is engaged in the  business of  assembling  and  marketing
complete and incomplete motor vehicles,  including  Chevrolet and GMC trucks and
truck chassis (hereinafter "Vehicles"); and

         WHEREAS,  Manufacturer is engaged in the business of manufacturing  and
marketing  special  bodies and equipment  installed on or in Vehicles  (Vehicles
modified by Manufacturer are hereinafter "End Products"); and

         WHEREAS,  independent authorized Chevrolet and GMC dealers (hereinafter
"Dealers") may acquire End Products from Manufacturer; and

         WHEREAS,   GM  and  Manufacturer   desire  that  GM  sell  Vehicles  to
Manufacturer on a restricted  basis to be made into End Products by Manufacturer
for resale to Dealers so as to  facilitate  the business  operations  of GM, its
Dealers,   and  Manufacturer,   including  the  accommodation  of  the  parties'
production schedules to the extent feasible; and

         WHEREAS,  implementation  of this Agreement  will require,  among other
things, the establishment and maintenance of an arrangement between Manufacturer
and a financial  institution  to finance  the  purchase  of and  facilitate  the
payment for the Vehicles from GM;

         NOW, THEREFORE, in reliance on and in consideration of the premises and
the mutual  promises  contained in this  Agreement,  the parties hereby agree as
follows:

Article 1:  Agreement to Sell and Purchase Vehicles

1.1      GM agrees to sell to Manufacturer,  and Manufacturer agrees to purchase
         from GM,  Vehicles  subject to all of the terms and  conditions of this
         Agreement.  GM has  provided  Manufacturer  with a copy of its  current
         Special Vehicle  Manufacturer  Converters  Program Manual  (hereinafter
         "Manual"),  setting forth the policies and procedures  Manufacturer  is
         required to follow in the processing of Vehicles  hereunder,  including
         policies  and   procedures  for  ordering   Vehicles,   and  repair  of
         transportation  damage and  defective  parts.  GM reserves the right to
         change  the  Manual  in  writing  at any  time.  The  Manual  is hereby
         incorporated  by  reference  into  this  Agreement,   and  all  of  the
         provisions now or hereafter  contained in the Manual shall be deemed to
         be part and parcel of this  Agreement.  Manufacturer  shall  follow the
         policies and procedures  set forth in the Manual in the  performance of
         its obligations hereunder.

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Article 2:  Vehicle Orders; Prices; Financing

2.1      Manufacturer  shall submit  orders to GM for  Vehicles  electronically.
         There are numerous  factors which affect the  availability of Vehicles.
         GM reserves  to itself  absolute  discretion  in  accepting  orders and
         distributing Vehicles, and its judgment in such matters shall be final.
         Manufacturer's orders for Vehicles are not binding on GM until accepted
         by GM, and may be canceled by Manufacturer until that time. An order is
         accepted by GM when the Vehicle is released to production.

2.2      Prices and other terms of sale  applicable  to  Vehicles  are those set
         forth in the Chevrolet and GMC Data Book or the Manual. Such prices may
         be changed by GM at any time.  Except as  otherwise  provided  by GM in
         writing,  such  changes  will apply to Vehicles not shipped at the time
         the changes are  effective.  Vehicles  ordered under this Agreement are
         not eligible for any price protection allowance that otherwise may have
         been available on orders submitted directly by a Dealer to GM.

2.3      Manufacturer  shall  establish  and  maintain a  financing  arrangement
         between  Manufacturer  and a financial  institution  for the purpose of
         financing the purchase of and facilitating the payment for the Vehicles
         from  GM.  The  financial  institution  must  be  satisfactory  to  GM.
         Manufacturer  shall  provide  to GM a  copy  of the  Agreement  between
         Manufacturer and its financial  institution.  Manufacturer shall notify
         GM in advance of any proposed changes in its financing  arrangement for
         review and acceptance by GM. Manufacturer and its financial institution
         shall furnish GM with a statement as to the maximum  number of Vehicles
         that will be financed by such  financial  institution at any particular
         time.  This maximum number of Vehicles is referred to in this Agreement
         and the Manual as the "Credit Limit." Failure of Manufacturer to obtain
         or  retain a  Vehicle  inventory  financing  arrangement  in an  amount
         satisfactory  to GM and with a financial  institution  acceptable to GM
         will result in termination of this Agreement.

2.4      Except  for the  purpose of  financing  Manufacturer's  acquisition  of
         Vehicles  hereunder,  Manufacturer shall not grant, nor cause or permit
         to arise,  any security,  lien, or other interest in any part of an End
         Product  (other than a special body or equipment  installed  thereon by
         Manufacturer)  without GM's prior written approval.  Manufacturer shall
         promptly  reimburse GM for any money paid by GM to  discharge  any such
         adverse lien or interest, if it elects or is required to do so.

2.5      GM shall have the right,  with or without  advance  notice,  to examine
         Vehicles  and  Manufacturer's  records in  respect  thereof at any time
         during regular business hours.

Article3:  Handling of Vehicles

3.1      Upon receipt of Vehicles,  Manufacturer  shall inspect each Vehicle for
         damage  or  shortage  and shall  accept  custody  of,  and  execute  an
         appropriate receipt for, each Vehicle.

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3.2      Manufacturer  shall keep and maintain  each Vehicle  delivered to it in
         safe storage (including, as appropriate,  in a defined area enclosed by
         an  adequate  fence and  protected  to the extent  appropriate  in that
         vicinity  by  security  personnel).  Manufacturer  shall  not store any
         Vehicle  at any  location  not  identified  by  address  on  Exhibit A.
         Manufacturer's obligation is to ensure that Vehicles do not deteriorate
         from a like new condition in appearance or quality during the period of
         Manufacturer's control.

3.3      Manufacturer  shall have  corrected all damage or shortages  noted upon
         receipt.  All repairs must be performed by an  authorized  Chevrolet or
         GMC Dealer.

Article 4:  Delivery; Title and Risk of Loss; Insurance

4.1      GM will select the  assembly and  shipping  locations  and the modes of
         transportation  for delivery of Vehicles to Manufacturer.  Risk of loss
         shall pass to  Manufacturer  upon  delivery by GM to a carrier  (F.O.B.
         GM's assembly  plant),  and actual and legal title shall similarly pass
         to  Manufacturer  but with  restrictions  for mutual benefit as further
         provided  in  this  Agreement.  Delivery  shall  be  to  Manufacturer's
         business  premises  identified on Exhibit A, unless GM decides  another
         location  is  appropriate.  Any  claims for loss or damage to a Vehicle
         while in the  possession  of a  carrier  must be noted on the  delivery
         receipt and submitted to GM.

4.2      Manufacturer's  purchase  and  possession  of Vehicles  hereunder  is a
         restrictive   purchase  and   possession   for  mutual   benefit,   and
         Manufacturer  acknowledges that this Agreement is intended to result in
         the  distribution  of quality End Products only to GM's Dealer  network
         for the  particular  Vehicle  brand.  The  Manufacturer's  Statement or
         Certificate  of Origin for each  Vehicle,  prepared  by GM, will not be
         delivered to Manufacturer, but will be held by GM until the End Product
         is  sold  by  Manufacturer  to a  Dealer.  Following  an  agreement  by
         Manufacturer with a Dealer for the Dealer's purchase of an End Product,
         Manufacturer shall notify GM. Upon such notice and payment to GM by the
         Dealer for the involved  Vehicle,  GM will credit  Manufacturer for the
         original  cost of the Vehicle  and charge the Dealer for that  Vehicle.
         Upon  receipt of  payment,  GM will issue the MSO to and in the name of
         such Dealer.

4.3      Manufacturer  shall,  absent  written  agreement  to the  contrary,  be
         responsible for delivery of End Products to Dealers,  and for invoicing
         and   collecting   for  its  work  on  or  in  Vehicles.   Manufacturer
         acknowledges that the date of GM's charge to a Dealer for a Vehicle has
         significance for purposes of pricing,  promotions,  inventory  charges,
         and other purposes, and to the extent possible, Manufacturer shall ship
         the appropriate End Product  promptly upon a Dealer's  purchase of such
         End  Product.  Manufacturer  agrees to promptly  negotiate a reasonable
         settlement  in good faith with any Dealer  which  incurs undue delay in
         delivery of an End Product.

4.4      Manufacturer  hereby indemnifies and holds GM harmless from and against
         any and all claim, cause of action, loss, damage, or expense, including
         reasonable attorneys fees and expenses

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         incurred from any litigation, arising from or relating to any claim for
         injury or  property  damage in  connection  with the  manufacturing  or
         marketing of End Products or with the use,  operation or storage of any
         Vehicle while Manufacturer has title, custody,  possession,  or risk of
         loss under this Agreement.

4.5      Manufacturer  shall obtain and maintain,  pursuant to the terms of this
         Agreement,  at its sole  expense,  the  following  types  of  insurance
         coverage, with minimum limits as set forth below:

         1.       Comprehensive General Liability coverage,  including products,
                  completed  operations and  contractual  liability,  at a limit
                  acceptable to GM but not less than  $10,000,000 per occurrence
                  for personal injury and property damage combined.

         2.       Comprehensive  Automobile Liability covering all owned, hired,
                  and non-owned  vehicles at a limit of not less than $5,000,000
                  per  occurrence  for  personal   injury  and  property  damage
                  combined,  including all statutory coverages for all states of
                  operation.

         3.       Workers Compensation in the statutory limits for all states of
                  operation.

         4.       Employers  Liability in limits of not less than $1,000,000 for
                  all states of operation.

         5.       Garage Keepers Legal  Liability on a Direct  Primary  coverage
                  basis  including  comprehensive  and  collision  coverage at a
                  limit  acceptable to GM. Coverage should apply to all vehicles
                  while in the care,  custody or control of Manufacturer for any
                  cause of physical  damage on a primary basis without regard to
                  negligence.  (This coverage should be maintained  separate and
                  distinct  from  coverage  available  under the  Manufacturer's
                  finance plan.)

         Manufacturer  shall  provide GM with a  certificate  of  insurance  and
         insurance  policy  evidencing  GM  as an  additional  insured  for  all
         above-mentioned  coverages  except Workers  Compensation  and Employers
         Liability for all activities connected with this Agreement, and stating
         that the above-listed  insurance is primary to any coverage that may be
         available to GM. Manufacturer shall provide at least thirty days' prior
         written notice to GM of cancellation,  modification, or material change
         to any policy.  Such certificate  shall be in a form acceptable to, and
         underwritten  by,  insurance  company(ies)   satisfactory  to  GM.  The
         purchase  of  appropriate  insurance  coverage by  Manufacturer  or the
         furnishing   of   certificate(s)   of   insurance   shall  not  release
         Manufacturer from its respective  obligations or liabilities under this
         Agreement. All coverages shall be maintained throughout the duration of
         this Agreement with the exception of  Comprehensive  General  Liability
         coverage referenced in Paragraph 1 above, which shall be maintained for
         a period of ten years after termination of this Agreement.

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Article 5:  Upfitting; Standard of Workmanship; Compliance With Laws

5.1      Manufacturer shall not alter any Vehicle, install any body or equipment
         thereon,  or  remove  any  Vehicle  from its  business  premises  where
         originally delivered prior to:

         a.       Approval by GM of its financial  institution for demonstrators
                  and unassigned  speculative  inventory (see GMAC MFP Agreement
                  parameters); or

         b.       For  all  other   Vehicles,   sale  of  such   Vehicle(s)   by
                  Manufacturer  to a Dealer as  provided in this  Agreement  and
                  notice thereof to GM.

5.2      To the extent possible,  Manufacturer  shall process Vehicles delivered
         under the terms of this Agreement on a first-in, first-out basis.

5.3      Manufacturer  shall use its best skills and judgment and shall  perform
         all work in  accordance  with the  highest  professional  standards  of
         workmanship,  and it shall exercise due care to ensure that all work it
         performs is free from defects in design,  materials,  and  workmanship.
         Manufacturer  shall further employ or retain  persons with  appropriate
         technical  competence  for the work  being  performed.  GM may  provide
         technical  information to assist  Manufacturer,  but Manufacturer  will
         control and bear full  responsibility for the design and manufacture of
         the End Product.

         Manufacturer  acknowledges  that the  reputation of GM and its products
         may  be  affected  by  the  quality,  reliability,  and  durability  of
         Manufacturer's  products  and its  conduct in the  marketplace.  GM may
         provide  Manufacturer with process guidelines and other information for
         improving End Product quality,  reliability and durability, and provide
         to Manufacturer a periodic assessment of its processes. Manufacturer is
         responsible  for  selecting  and  implementing   processes  which  meet
         customer expectations for quality, reliability, and durability.

         Manufacturer  agrees to maintain a viable Dealer and consumer relations
         activity,  to offer a  competitive  warranty on its work to Dealers and
         consumers  equal in duration and every other  aspect to the  applicable
         chassis  model  year new  Vehicle  warranty,  and to  maintain  through
         Dealers,  and  others  at  Manufacturer's   discretion,   a  system  of
         convenient Warranty corrections for consumers, and to make available to
         Dealers service  replacement parts with number  identification  systems
         (this   shall   hereinafter   be   referred   to   as   "Parts   Number
         Identification") for Warranty and non-Warranty service for a reasonable
         period of time after End Products are sold to consumers.

5.4      Manufacturer  shall  comply with all  federal,  state,  and local laws,
         regulations, and standards in its performance of its work. Manufacturer
         acknowledges its legal responsibility insofar as it is the manufacturer
         of an End Product and agrees to certify and warrant its contribution to
         the End Product.  Further,  Manufacturer agrees to cooperate with GM in
         achieving

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         compliance  with applicable laws and  regulations.  Manufacturer  shall
         maintain a copy of the "Document for Incomplete  Vehicles"  supplied by
         GM with  certain  Vehicles  and a record of the name and address of the
         first  retail  purchaser  of each  End  Product  and  shall  make  such
         information available to GM at the times and in the manner specified by
         GM.

5.5      Manufacturer  shall promptly notify GM of any real or potential  defect
         in the End Products.

Article 6: New Vehicle Preparation; Vehicle Warranty and Campaign Corrections by
           Manufacturer

6.1      Manufacturer  shall have performed,  by an authorized  Chevrolet or GMC
         Dealer needed warranty and special policy repairs and adjustments,  and
         campaign  corrections  directed by GM. All such  services  performed on
         Chevrolet  and GMC vans  only  may be  performed  prior  to  upfitting,
         provided all Federal Motor Vehicle Safety  Standards are left intact in
         upfitting.  All such services  performed on models other than Chevrolet
         or GMC vans  shall be  performed  after  upfitting  but  before the End
         Products leave Manufacturer's  possession.  Manufacturer shall make End
         Products  available to such Dealer in such fashion as to facilitate the
         performance of services.

6.2      The written new Vehicle  warranty  provided with each Vehicle  contains
         the only GM warranty applicable to such Vehicle, and GM neither assumes
         nor  authorizes  anyone  to  assume  for it  any  other  obligation  or
         liability in connection with such Vehicle.  In particular,  GM does not
         assume,  and hereby  disclaims,  any  warranty  or other  liability  or
         obligation,  INCLUDING  ANY  IMPLIED  WARRANTY  OF  MERCHANTABILITY  OR
         FITNESS FOR A PARTICULAR PURPOSE AND ANY PRODUCT LIABILITIES BASED UPON
         NEGLIGENCE OR STRICT LIABILITY, to Manufacturer, except if Manufacturer
         becomes  an owner of a  Vehicle,  and then  only to the  extent  of the
         written new Vehicle  warranty.  Manufacturer  shall ensure that General
         Motors'  written new Vehicle  warranty  and other  product  information
         intended for the consumer are placed in the End Product and remain with
         it when it leaves the custody of the Manufacturer.

Article 7:  Recall Campaigns; Product Liability

7.1      In the event of a recall  campaign  by GM  necessitated  by a defect or
         nonconformity  in a Vehicle for which  Manufacturer is responsible,  in
         whole or in part,  Manufacturer  shall  reimburse GM the direct  costs,
         expenses  and  any   penalties   which  may  be   incurred,   with  the
         understanding  that the  portion of such  direct  costs,  expenses  and
         penalties to be borne by  Manufacturer,  shall be  proportional  to the
         degree to which the defect or  non-conformity  of  Manufacturer's  work
         caused the recall. Prior to GM performing any recall campaign for which
         GM expects reimbursement, GM and Manufacturer will exchange information
         and  will  consult  with  each  other  with  respect  to the  need  and
         advisability thereof, provided,  however, that the final decision as to
         whether or not to have such a recall shall in every  instance rest with
         General Motors.

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7.2      With respect to any actual,  potential, or threatened claim, action, or
         proceeding  (hereinafter "Claim"),  regardless of whether such Claim is
         based on  strict  liability,  negligence,  warranty,  or  other  theory
         (hereinafter   "Product   Liability"),   relating   to  any  aspect  of
         Manufacturer's  work,  each of the parties to this Agreement  shall (a)
         communicate  and  cooperate  with the  other  and,  if  necessary,  the
         appropriate   insurance  carrier,  to  the  fullest  extent  reasonably
         possible in  investigation of the facts and  circumstances  surrounding
         the Claim and in any litigation  involving the Claim;  (b) refrain from
         taking any position adverse to the interests of the other party to this
         Agreement;  and (c) not, except in enforcement of the rights hereunder,
         institute any claim, action, or proceeding, whether by cross-complaint,
         third party complaint,  interpleader,  or otherwise,  against the other
         party to this Agreement.

7.3      With respect to any Product Liability or related liability,  costs, and
         expense under this Article, the following are applicable:

         a.       Any  settlement  or payment to satisfy an adverse  judgment in
                  any Claim shall be  apportioned to GM and  Manufacturer  based
                  upon such  judgment  or, if there is no  judgment or it is not
                  definitive as to causation, each party's liability; and

         b.       GM and  Manufacturer  shall  bear their  respective  costs and
                  expenses   incurred  in   connection   with   cooperation   in
                  investigation  and litigation,  including those costs incurred
                  for  the  production  of  documents  and  answering  of  other
                  discovery.

7.4      In the  event a  Product  Liability  Claim  is  brought  against  GM or
         Manufacturer  relating to the other's work,  each party shall  promptly
         forward to the other party every  summons and complaint and every other
         court document  received by it; and if the other party is named a party
         in the action,  in no event shall either  party take any action  toward
         settlement  without  prior  notification  to the  other  party  of such
         proposed  action  followed by a reasonable  period of time to allow the
         other party to respond to such notification.

Article 8:  Indemnifications Dispute Resolution

8.1      In the event a suit or other  proceeding  is commenced  relating to any
         aspect of  Manufacturer's  work,  including  any  portions of a Vehicle
         affected  by  Manufacturer's  work,  Manufacturer  agrees  to  hold  GM
         harmless and indemnify GM  completely  from Product  Liability  losses.
         Each party  shall  retain the right to conduct  its own defense to such
         suit or proceeding.

8.2      In the  event  of  any  breach  of any  obligation  contained  in  this
         Agreement,  the breaching party shall indemnify the nonbreaching  party
         for any damage,  costs, and expense,  including  reasonable  attorneys'
         fees, suffered by the nonbreaching party due to the breach.

8.3      If it  cannot  be  determined  whether,  or  the  extent  to  which,  a
         settlement of or judgment in a Claim or a recall  campaign was based on
         an aspect of  Manufacturer's  work or on another part in a Vehicle that
         plaintiff  alleged  was  defective,  then  either  party may submit the
         matter to

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         binding  arbitration  in order to  determine  the  relative  percentage
         allocable to each party.  Such disputes shall be finally  settled under
         the Rules of the American  Arbitration  Association,  provided that the
         arbitration  shall not occur  until after the  conclusion  of the case.
         There  shall  be  three  (3)  arbiters,  one  appointed  by GM and  one
         appointed by  Manufacturer,  with the third appointed by the other two.
         Costs of the arbitration shall be shared equally.

Article 9:  Termination; U.S. Distribution

9.1      This Agreement may be terminated by either party at any time by written
         notice thereof to the other party.  Written notice of termination shall
         be delivered personally or by certified mail, return receipt requested,
         termination  shall be  effective  at the end of the third  business day
         after the day of receipt of such  written  notice or at such later time
         as may be set forth in such notice.

9.2      If this  Agreement  is  terminated  by GM,  Manufacturer  may  purchase
         outright  or have a Dealer  purchase  outright  any or all  Vehicles in
         Manufacturer's  custody.  The net purchase  price for each such Vehicle
         shall be the  Dealer  invoice  price at which GM would  have  sold such
         Vehicle  to a  Dealer  on the  date of  GM's  invoice  to  Manufacturer
         inclusive of any discounts or  allowances  (including  model  close-out
         allowance,  if  applicable)  that  might  have been  available  to such
         Dealer.  Unless otherwise agreed in writing,  such purchase price shall
         be paid to GM by certified check or bank check delivered not later than
         the aforesaid third business day. In the  alternative,  GM shall retake
         possession   of   Vehicles   in   Manufacturer's   custody  and  credit
         Manufacturer for Manufacturer's original purchase price from GM.

9.3      If this Agreement is terminated by  Manufacturer,  Manufacturer  shall,
         prior to the effective date of termination, purchase outright or have a
         Dealer purchase outright all Vehicles in its custody in accordance with
         the terms of Section 9.2; provided,  however, that GM at its option may
         retake  possession  of such  Vehicles,  or any of them,  and (a) credit
         Manufacturer for  Manufacturer's  original  purchase price from GM, and
         (b) charge  Manufacturer  the lesser of the  expense  incurred by GM to
         redistribute  such  Vehicles or the  destination  charge  applicable to
         similar units delivered to any authorized  Chevrolet or GMC Dealer near
         Manufacturer's business premises.

9.4      GM shall  have a  reasonable  period,  and in any  event  not less than
         thirty days from the date of  termination,  in which to remove Vehicles
         from Manufacturer's premises, and Manufacturer's  obligation under this
         Agreement in connection  with  safekeeping  vehicles in its  possession
         shall continue during such period.

9.5      If GM retakes possession of any Vehicles under this Article,  the terms
         of  this  Agreement   shall  not  apply  to  any  Vehicles  upon  which
         Manufacturer has installed  bodies or other equipment,  or that are not
         in a new and unused condition or have missing parts or components.

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9.6      If  this   Agreement   is   terminated,   any  and  all  funds  in  the
         Manufacturer's  Merchandising Reserve account,  addressed in Article 10
         herein, shall revert to GM.

9.7      Vehicles sold to Manufacturer under this Agreement are for distribution
         in the 50 United  States,  and the  District  of  Columbia  ("U.S.") or
         Puerto Rico. It is a material breach of this Agreement for Manufacturer
         to sell, cause or arrange to be sold End Products or new motor vehicles
         for resale or principal use outside the U.S. or Puerto Rico.

Article 10:  Merchandising Reserve

10.1     To  assist  Manufacturer  with  merchandising  and  marketing  expenses
         resulting from sales of eligible  Chevrolet or GMC Vehicles,  GM may in
         its sole discretion provide a merchandising  reserve in an amount to be
         determined each model year (hereinafter the "Merchandising Reserve").

10.2     This  Merchandising  Reserve will be accumulated by GM for any eligible
         Vehicles released to Dealers from September 1 through August 31 of each
         year, until further notice. The Merchandising Reserve fund will be paid
         to the Manufacturer's open account the following January.

10.3     Until the  Merchandising  Reserve is actually paid to Manufacturer,  it
         remains  the sole  property  of GM.  Also GM has the  right to  recoup,
         setoff or deduct from the  Merchandising  Reserve any amounts due or to
         become  due  (whether   matured.   contingent   or   liquidated)   from
         Manufacturer  to  GM  or  its   subsidiaries.   If  this  Agreement  is
         terminated,  any and all  funds in the  Merchandising  Reserve  account
         shall not be paid to Manufacturer.

10.4     Merchandising  Reserve funds are intended to assist  Manufacturer  with
         its merchandising of eligible Vehicles to Chevrolet and GMC Dealers. As
         a condition to receipt of these funds annually, Manufacturer must spend
         not less than an equal amount to the reserve on such merchandising.  GM
         may request receipts to support such payments.

Article 11:  General Terms

11.1     No waiver or  modification of any term of this Agreement or creation of
         additional  terms  shall be valid or  binding  upon GM  unless  made in
         writing  executed on its behalf by a Manager in General Motor's Fleet &
         Commercial Operations.  The failure by either party to enforce any term
         of this  Agreement at any future time shall not be  considered a waiver
         of any right or remedy available hereunder or by law.

11.2     This  Agreement  does not  constitute  either  party the agent or legal
         representative of the other for any purpose whatsoever.  This Agreement
         is the sole and complete  agreement  of the  parties,  and there are no
         other agreements between them, either oral or written, respecting

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         the subject matter  hereof,  which are not superseded by this Agreement
         insofar as concerns Vehicles delivered hereunder.

11.3     This  Agreement  shall be governed by and construed in accordance  with
         the laws of the State of Michigan as if entirely performed therein.

11.4     Notices in respect of any matter  under this  Agreement  shall,  in the
         absence  of  contrary  written  instructions   provided  by  the  party
         involved, be addressed to the attention of the representative executing
         this Agreement at the address set forth above.

11.5     All monies or accounts due  Manufacturer  from GM under this  Agreement
         shall be considered  net of any  indebtedness  of  Manufacturer  to GM,
         including its subsidiaries, and GM may, at its election, recoup, setoff
         or deduct any indebtedness of Manufacturer or Manufacturer's  financial
         institution  to GM  against  any  monies  or  accounts  due  from GM to
         Manufacturer.

         IN WITNESS  WHEREOF,  the  parties  have caused  their duly  authorized
representatives to execute this Agreement on the dates set forth below:

MANUFACTURER:                                GENERAL MOTORS CORPORATION

Starcraft Automotive Group, Inc.

Chevrolet S.V.M. Code: 59-264, 59-924
                       --------------

GMC S.V.M. Code: 56-120
                 ------

By:      \s\Michael H. Schoeffler         By: \s\J. F. Brieske
         -------------------------            -------------------------------
         Michael H. Schoeffler                J. F. Brieske
Title:   President                        Title: Manager-Pool Operations
         -------------------------               ----------------------------
                                           Fleet and Commercial Operations

Date:    July 1, 1999                      Date: July 30, 1999
         -------------------------               ----------------------------



                                      -10-


<PAGE>


                                  EXHIBIT A TO

           SPECIAL VEHICLE MANUFACTURER CONVERTERS PROGRAM AGREEMENT

Agreement applies to all models of trucks and truck chassis (Vehicles) available
through General Motors Fleet and Commercial  Operations  which are shipped under
this Agreement.

Vehicles delivered to Manufacturer  shall be stored at the following  locations.
and no others:

         1.       2703 College Avenue, Goshen, IN
         2.       2006 Century Drive, Goshen, IN
         3.       2940 Dexter Drive, Elkhart, IN (National Mobility Corp.)
         4.
         5.

MANUFACTURER:                                GENERAL MOTORS CORPORATION

Starcraft Automotive Group, Inc.

Chevrolet S.V.M. Code: 59-264, 59-924
                       --------------

GMC S.V.M. Code: 56-120
                 ------

By: \s\Michael H. Schoeffler              By: \s\J.F. Brieske
    ----------------------------------        ----------------------------------
    Michael H. Schoeffler                     J. F. Brieske
Title: President                           Title: Manager-Pool Operations
       ------------------------------            -------------------------------
                                                 Fleet and Commercial Operations

Date:  July 1, 1999                        Date: July 30, 1999
       ------------------------------            -------------------------------


                                      -11-



</TEXT>
</DOCUMENT>
