EXHIBIT 99.3

                           HLI OPERATING COMPANY, INC.

                            OFFER FOR ALL OUTSTANDING
                         10 1/2% SENIOR NOTES DUE 2010
                  IN EXCHANGE FOR 10 1/2% SENIOR NOTES DUE 2010

TO:      BROKERS, DEALERS, COMMERCIAL BANKS
         TRUST COMPANIES AND OTHER NOMINEES:


         HLI OPERATING COMPANY, INC. (THE "COMPANY") IS OFFERING, UPON AND
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE PROSPECTUS DATED OCTOBER
30, 2003 (THE "PROSPECTUS"), AND THE ENCLOSED LETTER OF TRANSMITTAL (THE "LETTER
OF TRANSMITTAL"), TO EXCHANGE (THE "EXCHANGE OFFER") AN AGGREGATE PRINCIPAL
AMOUNT OF UP TO $250,000,000 OF ITS 10 1/2% SENIOR NOTES DUE 2010 AND THE
RELATED GUARANTEES, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, FOR ITS OUTSTANDING 10 1/2% SENIOR NOTES DUE 2010 AND THE RELATED
GUARANTEES (THE "OLD NOTES"). THE EXCHANGE OFFER IS BEING MADE IN ORDER TO
SATISFY CERTAIN OBLIGATIONS OF THE COMPANY CONTAINED IN THE Registration Rights
Agreement, dated as of June 3, 2003, by and among HLI Operating Company, Inc.,
the guarantors party thereto and the Initial Purchasers referred to therein.
Capitalized terms not defined herein shall have the respective meanings ascribed
to them in the Prospectus.


         We are requesting that you contact your clients for whom you hold Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Old Notes registered in your name or in the name
of your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:


         1. Prospectus dated October 30, 2003;


         2. The Letter of Transmittal for your use and for the information of
your clients;

         3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer if certificates for Old Notes are not immediately available or time will
not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

         4. A form of letter which may be sent to your clients for whose account
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer;




         5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

         6. Return envelopes addressed to U.S. Bank National Association, the
Exchange Agent for the Exchange Offer.


         YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON NOVEMBER 28, 2003, UNLESS EXTENDED BY THE COMPANY
(THE "EXPIRATION DATE"). OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY
BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OR TERMINATION OF THE EXCHANGE
OFFER.


         To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other required documents, should be sent to the
Exchange Agent and certificates representing the Old Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.

         If registered holders of Old Notes wish to tender, but it is
impracticable for them to forward their certificates for Old Notes prior to the
expiration of the Exchange Offer or to comply with the book-entry transfer
procedures described in the Prospectus on a timely basis, a tender may be
effected by following the guaranteed delivery procedures described in the
section of the Prospectus entitled "The Exchange Offer - Guaranteed Delivery
Procedures."

         The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in Instruction 6 of the Letter of Transmittal.


         Any inquiries you may have with respect to the Exchange Offer, or
requests for additional copies of the enclosed materials, should be directed to
U.S. Bank National Association, the Exchange Agent for the Old Notes, at its
address and telephone number set forth on the front of the Letter of
Transmittal.


                                            Very truly yours,
                                            HLI Operating Company, Inc.

         NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT



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FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.



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