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EXHIBIT 10.17

STOCK PURCHASE AGREEMENT

THIS STOCK PURCHASE AGREEMENT, entered into as of the 17th day of
October, 1997, is by and between WILLIAM H. JOHN, Trustee of the William H. John
Restated Revocable Trust U/A/D 10/10/95, STORY S. JOHN, Trustee of the Story S.
John Amended and Restated Revocable Trust U/A/D 12/8/95 and MELVYN S. GOLDSTEIN,
Trustee of the John Irrevocable Gift Trust U/A/D 12/29/94 (collectively the
"Seller"), and PRODUCTION ACQUISITION INC., a Michigan corporation (the
"Buyer").

WITNESSETH:

WHEREAS, Seller owns all of the outstanding capital stock of PRODUCTION
STAMPING, INC., a Michigan corporation (the "Company");

WHEREAS, Company is engaged in, among other things, the business of
designing and manufacturing stamped automotive parts and assemblies;

WHEREAS, the Seller desires to sell to the Buyer, and the Buyer desires
to purchase from the Seller, all of the outstanding capital stock of the
Company, upon the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties hereto agree as follows:

ARTICLE 1

PURCHASE AND SALE OF THE SHARES

1.1 Purchase and Sale. Subject to the satisfaction of the conditions
precedent set forth in Article 7 hereof, Seller shall sell, transfer, assign,
convey and deliver the Shares (as defined in

Section 4.2(c) hereof) to Buyer, and Buyer shall purchase and acquire the
Shares from Seller, upon the terms and conditions set forth herein.

ARTICLE 2

PURCHASE PRICE AND PAYMENT

2.1 Purchase Price. The purchase price (the "Purchase Price") for the
Shares shall be equal to Forty Six Million ($46,000,000) Dollars, less the
amount of the Financed Debt (as hereinafter defined) as of the Closing, and less
the amount of the Termination Liability (as hereinafter defined), which Purchase
Price shall be increased or decreased, as the case may be to the extent
that the Combined Debt/Equity Amount (as hereinafter defined) as of the Closing
Date (as hereinafter defined) is greater than or less than Fifteen Million Five
Hundred Forty Seven Thousand One Hundred Fifty Four ($15,547,154) Dollars.

2.2 Payment of Purchase Price. The Purchase Price shall be payable as
follows:

An amount equal to that amount which the Seller and Buyer
mutually agree at the Closing to be a good faith estimate of the
Purchase Price less One Million ($1,000,000) Dollars (the "Closing
Payment") shall be paid to Seller at the Closing by cashiers check or
wire transfer; and

(b) The balance of the Purchase Price, if any, together with
interest thereon at the prime rate of interest charged from time to
time by Comerica Bank from and after the Closing Date until the date
of payment, shall be paid to Seller by cashiers check or wire transfer
within thirty (30) days following the finalization of the Closing
Balance Sheet (as

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hereinafter defined) as provided in Section 2.2(c) hereof; provided,
however, in the event that the Purchase Price, as adjusted as provided above, is
less than the Closing Payment, then in such event Seller shall pay to Buyer,
within ten (10) days after Buyer's demand and by cashiers check or wire
transfer, the amount by which such Purchase Price is less than the Closing
Payment.

(c) At the Closing, as security for the payment of the balance of the
Purchase Price, the Buyer shall deposit One Million ($1,000,000) Dollars in
escrow with an escrow agent (the "Escrow Agent") mutually acceptable to the
Buyer and Seller pursuant to an escrow agreement mutually acceptable to the
Buyer and Seller (the "Escrow Agreement"), which amount shall be held by the
Escrow Agent in an interest bearing account in accordance with the Escrow
Agreement, and which amount the Buyer may utilize to assist in the funding of
the payment of the balance of the Purchase Price pursuant to Section 2.2(b)
above.

2.3 Preparation of Closing Balance Sheet.

(a) Simultaneously with the Closing, Buyer and Seller shall jointly
cause a physical inventory (the "Physical Inventory") to be taken of the
Inventory (as hereinafter defined) of the Company as of the close of business on
the Closing Date.

(b) Within ninety (90) days following the Closing Date, Buyer and
Seller shall jointly cause an audited Balance Sheet of the Company to be
prepared as of the close of business on the Closing Date (the "Closing Balance
Sheet"), as follows:

(i) The preparation of the Closing Balance Sheet shall be
prepared and audited in accordance with generally accepted accounting
principles, with the

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Inventory valued as provided in Section 2.3(b) hereof;

(ii) For purposes of the Closing Balance Sheet only, all
revenues, costs and income for any tooling which has not yet been
billed to a customer, but which is intended to be and is in the process
of being built for the Company as of the Closing Date, shall be valued
based upon a percentage of completion basis, which percentage shall be
mutually agreed to between Seller and Buyer. As to any such foregoing
tooling which was also in process as of June 30, 1997, the parties
shall also agree upon the percentage of such revenues, costs and income
which was completed as of June 30, 1997, and such amounts shall be
deducted from the foregoing valuations.

(iii) All auditing and other accounting procedures required to
prepare the Closing Balance Sheet shall be performed by Ernst & Young
L.L.P. ("Accountants"), and reviewed by Linda J. Russell, CPA, the cost
of which shall be shared equally between Buyer and Seller; provided,
however, that the Seller's one-half contribution shall not exceed
$20,000 or the total amount of fees charged by Linda J. Russell, CPA,
whichever is greater.

(c) The Closing Balance Sheet as presented shall be final and
binding on the parties unless either party shall give written notice of its
objection to the same within twenty-one (21) days after its receipt thereof. In
the event either party raises any objection, then the Buyer and Seller shall,
within twenty-one (21) business days thereafter, mutually select an independent
accountant (other than the Accountants), who shall review and finalize the
Closing Balance Sheet, and the determination by said independent accountant of

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the Closing Balance Sheet shall be final and binding on the parties.
Buyer and Seller shall each pay one half of the fees and costs due to
the independent accountant.

2.4 Definitions. For purposes hereof the following terms shall
have the following definitions:

(a) "Financed Debt" shall mean all indebtedness owing by the Company to its
institutional lenders, but excluding those equipment leases listed on
Schedule 2.4(a) attached hereto.

(b) "Inventory" shall include all inventories, including, without
limitation, all inventories in transit, inventories paid for but not
yet delivered, raw materials, supplies, work in progress and finished
goods inventory, but excluding materials owned by customers of Company;
provided, however:

(i) "Inventory" shall include only those items of
Company's inventory which are good and saleable or usable in
the ordinary course of business.; and

(ii) "Inventory" shall be valued at the lower of cost
or market, except for obsolete and excess items (as determined
in accordance with generally accepted accounting principles),
and except that tooling purchased by the Company for sale to a
customer shall be valued in accordance with Section
2.3(b)(ii).

(iii) "Combined Debt/Equity Amount" shall mean the
combined sum of the total shareholders equity and Financed
Debt as reflected on the Closing Balance Sheet, all as
determined in accordance with generally accepted accounting
principles.

(iv) "Termination Liability" shall mean that amount
which the parties mutually agree upon at the Closing to be
equal to the reasonable amount of the

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underfunded liability as a result of the termination of the Company's
defined benefit pension plan, which the Sellers hereby agree to start
terminating on or before the Closing Date.

ARTICLE 3

CLOSING

3.1 Closing. The purchase and sale of the Shares shall be consummated
(the "Closing") within fifteen (15) days following the satisfaction of all of
the conditions precedent set forth in Article 7 hereof, but in any event on or
before December 24, 1997 (the "Closing Date"), at the offices of Timmis & Inman
L.L.P. or at such other place and time as Seller and Buyer shall mutually agree
upon;

3.2 Closing Date Deliveries. At the Closing:

(a) Seller shall deliver to Buyer the original stock certificates
representing the Shares, together with the appropriate assignments of stock
separate from certificate, duly endorsed for transfer,

(b) Buyer shall cause Timmis & Inman L.L.P., counsel for Buyer, to
deliver to Seller an opinion covering the matters set forth in Schedule 3.2(b);

(c) Seller shall cause Berry Moorman P.C., counsel for Seller and the
Company, to deliver to Buyer an opinion covering the matters set forth in
Schedule 3.2(c);

(d) Buyer and Seller shall deliver, or cause to be delivered, executed
copies of the following (collectively the "Related Agreements"):

(i) Agreement Not to Compete and Confidentiality Agreement,
among the Buyer, William H. John, individually, and Seller in the
form attached hereto as

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Exhibit A (the "Agreement Not to Compete"); and

(ii) Escrow Agreement;

(e) Seller shall deliver to Buyer the following:

(i) All consents required for Buyer to obtain the benefits of the
Contracts and Leases described in Schedules 4.5 and 4.6 hereof;

(ii) Certified copies of the Articles or Certificates of Incorporation
and Bylaws of the Company;

(iii) Certificates of Good Standing of the Company from the
jurisdiction in which the Company is incorporated and each jurisdiction in which
the Company is qualified to transact business;

(iv) Resignations from offices and directorships and releases (in a
form satisfactory to the Buyer) from all current officers (other than those
specified by Buyer in writing) and directors of the Company, which resignations
shall not constitute a resignation of employment with the Company (other than as
to William H. John, who shall resign from such employment);

(v) The Company's corporate minute book:

(vi) Certified copies of excerpts of the trust agreements evidencing
the Seller's power and authority to execute this Agreement;

(vii) Release and discharge of the Company's guarantees of all of the
obligations of the Seller,

(viii) Release and termination of that certain Stock Purchase Agreement
dated August 30, 1990 in which Richard Rossetti is granted the right to purchase

stock in the Company, without any payment by or obligation to the
Company; and

(ix) Release and termination of that certain Employment
Agreement between the Company and William H. John, without any payment
by or obligation to the Company; and

(x) Release and discharge of the net balance of the amount of
any loans or advances made by Seller to the Company, without any
payment by or obligation to the Company, and payment by the Seller to
the Company of the net balance of any amounts owed by Seller to the
Company, except that such balances may first be netted against each
other.

(xi) Release of all cross default and cross collateralization
provisions of the equipment leases with Michigan National Bank which
are listed on Schedule 2.4(a) attached hereto.

(f) Buyer shall deliver to Seller the following:

(i) Certified copy of the Articles of Incorporation and Bylaws
of the Buyer;

(ii) Certificates of Good Standing from the jurisdiction in
which the Buyer is incorporated and each jurisdiction in which the
Buyer is qualified to transact business; and

(iii) Certified copy of the resolutions of the Buyer's Board of
Directors approving and authorizing the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby.

(g) Seller shall deliver any and all other documents or instruments
reasonably requested by Buyer prior to the Closing Date and necessary to
transfer the Shares to the

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Buyer and to consummate the transactions contemplated hereby.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLER

For purposes of this Article, the "knowledge of the Seller or the
Company" shall encompass all facts and information which are within the actual
knowledge of those individuals listed on Schedule 4, Key Employees. Seller
hereby represents and warrants to Buyer that:

4.1 Corporate Standing and Authority.

(a) The Company is a corporation duly organized and validly
existing and in good standing under the laws of the State of Michigan,
with full corporate power and authority to own its assets and to
conduct its business. The Company is not required to be qualified as a
foreign corporation with respect to any business under the laws of any
other jurisdiction where the failure to so qualify would have a
material adverse effect upon the Company and the Company does not have
any material assets located in any jurisdiction other than Michigan
and the Company does not own any equity interest in any other entity,
other than as listed in Schedule 4.1-(a).

(b) Seller has the legal capacity and authority to execute
this Agreement and to perform the transactions contemplated hereby. The
execution, delivery and performance of this Agreement do not and will
not violate or cause a default under any provision of Company's
Articles of Incorporation or Bylaws, or result in the breach,
termination or acceleration of any obligation or constitute a default
or permit the termination of any right under any material mortgage
indenture, lien, lease, contract, agreement, instrument, order,
arbitration award, judgment or decree to which the Seller or the
Company is a party or by

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which either of them or their respective properties are bound, except as listed
on Schedule 4.1-(b). Company and Seller have taken all necessary action required
by law. Company's Articles of Incorporation and Bylaws or otherwise, to
authorize the execution, delivery and performance of this Agreement. This
Agreement and each document and instrument executed pursuant to this Agreement
by Company or Seller constitutes a valid and binding obligation of Company or
Seller, as the case may be, enforceable in accordance with their respective
terms, except as such enforcement may be limited by bankruptcy, insolvency or
similar laws affecting the enforcement of creditors' rights generally. Neither
Company nor Seller are required to obtain the consent, approval or waiver of any
person not a party to this Agreement to enter into this Agreement or to
consummate the transactions contemplated hereby, except for the consents of the
lessors and parties under various of the Leases and Contracts (as defined in
Sections 4.5 and 4.6 hereof), as more fully set forth in Schedules 4.5 and 4.6
attached hereto, which consents are to be obtained on or prior to the Closing
Date in accordance with the provisions of Section 3.2(e)(i) hereof

(c) All material corporate actions of the Company have been duly
recorded in its corporate minute book (a true and complete copy of which has
been previously provided to Buyer) and duly authorized and adopted in accordance
with applicable law and the Company's Bylaws and Articles of Incorporation.
Schedule 4.1(c) attached hereto identifies all directors and officers of the
Company, all of whom shall have resigned such offices and directorships on or
before the Closing Date (except as otherwise specified by the Buyer in writing).

4.2 Title to Assets/Shares.

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(a) Company owns good and marketable title to all of its assets, free
and clear of any liens, pledges, security interests, leases, claims,
encumbrances, restrictive agreements or other adverse interests, charges or
defects of any kind except as otherwise set forth in Schedule 4.2(a) attached
hereto (the "Liens"), all of which Liens shall have been released, discharged or
otherwise removed prior to or concurrently with the Closing hereunder, except as
otherwise listed as an exception under Schedule 4.2-(a). Neither Company nor
Seller knows of any facts or circumstances which are not disclosed or otherwise
revealed in this Agreement which would adversely affect or impair the value of
the Shares or the Company's assets, or which would materially and adversely
affect or impair the right or ability of Buyer to carry on any of Company's
operations substantially as heretofore conducted, except as otherwise disclosed
in Schedule 4.2(a).

(b) Except as described in Schedule 4.2(b)(i), all material tangible
personal property owned or used by the Company is situated at its business
premises and is currently used in its businesses. Schedule 4.2(b)(ii) lists or
describes all material tangible personal property owned by or an interest in
which is claimed by any other person (whether a customer, supplier or other
person) for which the Company is responsible (copies of all agreements relating
thereto have been delivered to Buyer), and all such property is in the Company's
actual possession and is in such condition that upon the return of such property
in its present condition to its owner, the Company will not be liable in any
amount to such owner.

(c) The Company's authorized capitalization consists of Fifty Thousand
(50,000) shares of One ($1.00) Dollar par value, common stock ("Authorized
Common

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Stock"). Thirty Thousand (30,000) shares of the Authorized Common Stock are
currently issued, outstanding and owned by the Seller as set forth on Schedule
4.2(c) hereof (the "Outstanding Common Shares"). (The Outstanding Common
Shares are sometimes referred to herein as the "Shares"). The Shares are owned
by the Seller free and clear of all liens, encumbrances and claims. No other
shares of capital stock of the Company are issued or outstanding. All of the
Shares are validly issued, fully paid and nonassessable. All of the rights,
preferences and limitations of the Shares are set forth on Schedule 4.2(c).
Except as described in Schedule 4.2(c), no person or entity (other than the
Buyer) has any rights to acquire any shares of stock of the Company and there
are no options, calls, warrants or other securities or rights outstanding which
are convertible into, exercisable for or relate to any shares of capital stock
of the Company.

(d) Seller will convey to the Buyer on the Closing Date good and
marketable title to the Shares, free and clear of any and all liens,
encumbrances, forfeitures, pledges, penalties, charges, judgments, security
interests, buy-sell agreements, restrictive agreements, transfer restrictions,
options, rights of first refusal, rights to dividends, equities, or claims or
rights of others of any nature whatsoever. At the Closing, the Shares will
represent all of the issued and outstanding shares of capital stock of the
Company. Seller has the absolute right, power and capacity to sell and transfer
the Shares to the Buyer.

4.3 Financial Statements.

(a) Seller shall make available to Buyer on or before November 3, 1997 the
final balance sheets of Company for the period ending September 30, 1997 and
the related statement of income for the same period (the "September Financial
Statements"). Seller has

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made available to Buyer the audited balance sheets of the Company for each of
the fiscal years ending June 30, 1994 through June 30, 1997 and the related
audited statements of income and retained earnings and changes in financial
position for the periods then ended, including the notes thereto and any
supplemental information provided therewith (all of which, together with the
Closing Balance Sheet and the September Financial Statements, are collectively
referred to herein as the "Financial Statements"). The Financial Statements

(i) Are true, complete and correct in all material respects;

(ii) Fairly present the properties, assets, financial position and
results of operations of its business as of the respective dates and for the
respective periods stated above; and

(iii) Have been prepared pursuant to and in accordance with
generally accepted accounting principles applied on a consistent basis, except
as otherwise set forth on Schedule 4.3(a).

(b) Adequate provision has been made in the Financial Statements
for doubtful accounts receivable, all inventories are valued at the lower of
cost or market with cost being valued using the first-in, first-out method, all
receivables and sales are stated net of discounts, returns and allowances, all
taxes due or paid are reflected and taxes not yet due and payable are fully
accrued or otherwise provided for, and, except to the extent reflected therein,
or as set forth in Schedule 4.3(b), neither the Company nor the Seller have any
knowledge of any liability or obligation, whether accrued, absolute, or
contingent, arising out of transactions entered into or any state of facts
existing as of the dates thereof. No provision in the Financial Statements is
necessary (except as otherwise disclosed therein),

under generally accepted accounting principles, for liability on account of
product warranties or with respect to the manufacture or sale of defective
products. All extraordinary items of income or expense (as defined under
generally accepted accounting principles) which are unusual or of a
non-recurring nature are separately disclosed in the Financial Statements.

(c) Except to the extent reflected therein or as set forth in Schedule
4.3(c), the Company has paid all known federal, local and foreign income,
franchise, real property, personal property and all other taxes, including, but
not limited to, all withholding, employment, sales, use, ad valorem and other
taxes of the Company, including interest and penalties in respect thereof, if
any, for the fiscal period ended June 30, 1997, all fiscal periods prior
thereto, and except as set forth in Schedule 4.3(c), has paid, remitted or
accrued in the Financial Statements all of the aforesaid known taxes accruing
and becoming due and payable by the Company or will accrue those becoming due as
of the Closing Date. Except with respect to any returns or reports, the filing
of which has been duly extended, the Company has duly and accurately filed all
tax returns and reports which are required to be filed, subject to permissible
extensions, including, without limitation, returns and reports covering all the
aforesaid taxes and has paid all taxes or other amounts reflected thereon.
Seller has made available to Buyer copies of the Company's federal income, state
and other tax returns filed for each of the fiscal years ending June 30, 1994
through June 30, 1997. The Company has filed returns for and paid in full all
known taxes, penalties, interest and related charges and fees to the extent
such filings and payments are required. The Company does not have any
deficiency with respect to any tax period and is not and will not be

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subject to any current or deferred liability with respect to taxes or
penalties or interest thereon, or related charges and fees, whether or
not assessed, which are not timely and adequately provided for in the tax
accruals in the most recent of the Financial Statements, other than current and
deferred taxes of the Company not yet due which arise solely from income earned
after the date of the most recent Financial Statements and which are consistent
in character and amounts with the tax accruals reflected in the Financial
Statements. No consents extending or waiving the time limited for reassessment
of any taxes, duties, governmental charges, penalties, interest or fines, or
any statutes of limitations related thereto have been filed with respect to the
Company for any fiscal year.

The Company has withheld from each payment made to any of its officers,
shareholders, directors, former directors, and employees and former employees
the amount of all taxes and other deductions (including without limitation,
income taxes, unemployment disability, and other required taxes and
contributions) required to be withheld and has paid the same together with the
employer's share of same, if any, to the proper tax or other receiving officers
within the prescribed times and has filed, in complete and accurate form, all
information and other returns required pursuant to any applicable
legislation within the prescribed times.

4.4 No Material Changes. Since June 30, 1997, except as disclosed in
the Financial Statements, or as set forth in Schedule 4.4, there has not been,
to the best of Company's and Seller's knowledge, any material adverse change or
changes, either individually or in the aggregate, in the general affairs,
business, prospects, properties, financial position, results of operations or
net worth of Company, and the business affairs of Company have been conducted in
the usual and ordinary

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course and in the manner as theretofore conducted. Except as set forth on
Schedule 4.4 hereof and the other Schedules to this Agreement, since June 30,
1997, Company has not:

(a) sold or transferred any material asset, other than in the
ordinary course of business;

(b) entered into any transactions affecting the Shares, or the
business or operations of Company, nor acquired additional assets or
entered into any contracts for the acquisition of same or incurred or
increased any obligation or liability (absolute or contingent), other
than in the ordinary course of business;

(c) paid or otherwise satisfied any obligations other than the
obligations arising in the ordinary course of business, except as set
forth in Schedule 4.4;

(d) subjected the Shares or any of the Company's assets to
any Lien;

(e) entered into any transaction other than in the ordinary
course of business;

(f) incurred, created or assumed any obligation for or paid
for any capital expenditures in excess of Two Hundred Fifty Thousand
($250,000) Dollars in the aggregate (other than as described in
Schedule 4.4);

(g) issued any capital stock or, declared or paid any dividend
or made any other payment from capital or surplus or other
distribution of any nature, or directly or indirectly redeemed,
purchased or otherwise acquired or recapitalized or reclassified any
capital stock or liquidated in whole or in part;

(h) created, incurred, or assumed any indebtedness or other
liability, except for accounts payable or other current liabilities
(other than for borrowed money) incurred in the ordinary course of
business;

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(i) raised salaries or hourly rates or the rate of bonuses or
commissions or other compensation of any employee, other than those
made which were consistent with past practices;

(j) materially amended or terminated any contract, agreement,
franchise, permit or license other than in the ordinary course of
business;

(k) entered into any agreement or commitment with respect to
any of the foregoing; or

(l) suffered any material casualty, loss, damage or
destruction to any of its properties, whether or not covered by or
compensated under any insurance policy.

4.5 Leases. Schedule 4.5 sets forth a list of every lease or agreement
under which Company is a lessee of, or primarily or secondarily liable under, or
holds or operates, any property, real or personal, owned by any third party and
used in the Company's businesses (the "Leases"). The Leases have been entered
into in the ordinary course of business, are in full force and effect, are
valid and binding obligations of the parties thereto, and no defaults exist
thereunder. Buyer has been furnished with true and complete copies of all Leases
described on Schedule 4.5.

The Company's rights under all real estate leasehold estates (the
"Leased Real Estate") are not subordinate to, or defeasible by, any lien or any
prior lease thereon. There are no ground subsidences or slides on such Leased
Real Estate. The Leased Real Estate and the improvements thereon are fully
accessible by public roads, are free, to the best of Company's and Seller's
knowledge, from strips, gores and enclaves, and, to the best of Company's and
Seller's knowledge, the improvements thereon do not encroach onto the property
of other persons. No governmental authority having jurisdiction over such Leased
Real Estate has given any notice of a possible future

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imposition of assessments affecting the properties or to exercise the
power of eminent domain. The Leased Real Estate is adequately serviced by
utilities, including but not limited to, water, sewage, gas, waste disposal,
electricity and telephone.

4.6 Contracts. Schedule 4.6 contains a list of all contracts,
agreements and other instruments of any type or kind to which Company is a party
(the "Contracts") (other than oral employment agreements terminable by Company
at will without penalty under which the only obligation of Company is to make
current wage payments and provide current fringe benefits), including, without
limitation, any:

(a) manufacturer's representative, distributor, license,
sales, agency or other contract which is not terminable at will without
penalty;

(b) guarantee of any obligations of customers or others; or

(c) other contracts or commitments, except for any contract
continuing for a period of less than three months or involving payments
of less than One Hundred Thousand ($100,000) Dollars over its remaining
term (including periods covered by any option to renew by either
party).

Buyer has been (or will be before the expiration of the General Investigation
Period) furnished with true and complete copies of all Contracts described on
the foregoing Schedule.

The Contracts have been entered into in the ordinary course of
business, are in full force and effect, and are the valid and binding
obligations of the parties thereto, and no defaults exist thereunder. The
Contracts do not contain any provision, oral or written, expressed or implied,
prohibiting, or requiring the consent of any third party to the transfer of the
Shares to Buyer. Except as set forth in Schedule 4.19 (Related Party
Transactions), all of the existing purchase

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orders, executory contracts and commitments of the Company with its customers
and trade suppliers have been entered into in the ordinary course of business.

4.7 Employee Benefit Plans. Except as set forth on Schedule 4.7, or the
collective bargaining agreements listed in Schedule 4.11(a), Company has not,
directly or indirectly, maintained or contributed to any employee welfare
benefit plan, employee pension benefit plan, deferred compensation plan, bonus
plan, stock option plan, employee stock purchase plan, hospitalization plan,
employees' insurance plan or other employee or independent contractor benefit
plan, agreement, arrangement or commitment (collectively the "Employee Benefit
Plans"), except for normal policies concerning holidays, vacations and leaves of
absence. All Employee Benefit Plans have at all times complied with and been
administered according to the provisions of all applicable laws, rules,
regulations, orders, judgments, decrees and other requirements of governmental
authorities (collectively the "Employee Benefit Laws") except as stated in
Schedule 4.7. With respect to each Employee Benefit Plan: (1) all required
reports have been appropriately filed, (2) all notices required by the Employee
Benefit Laws have been appropriately filed, (3) all funding requirements and/or
contributions have been timely made, and (4) there have been no actions, suits,
grievances or other manner of litigation or claim with respect thereto, the
assets thereof or any fiduciary thereof. Except as specifically set forth in
Schedule 4.7, there are no other Employee Benefit Plans which are subject to
qualification under the Employee Benefit Laws. The Company does not maintain any
welfare benefit plans within the meaning of the Employee Benefit Laws which
provide for any benefits after termination of employment. No reportable events
under the Employee Benefit Laws have occurred with respect to any Employee
Benefit Plan, and there exists no condition or set of circumstances which could
result in a reportable event. Except as

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stated in Schedule 4.7, the value of all accrued benefits are fully
funded by the assets of such Employee Benefit Plans. True and complete copies of
all Employee Benefit Plans have been (or will be before the expiration of the
General Investigation Period) furnished to Buyer, together with copies the most
recent determination letters with respect to each such Employee Benefit Plan,
copies of all annual reports with respect thereto, and copies of the most recent
actuarial reports and trustee reports with respect to each such Employee Benefit
plan. The Company has not participated in any "multiemployer plan" as defined
in the Employee Retirement Income Security Act of 1974, as amended. The Company
has paid or accrued in the Financial Statements all amounts due and owing
through the respective dates thereof to their respective employees (including
bonuses or any other accrued compensation) under all Employee Benefit Plans.

4.8 Compensation. Schedule 4.8 attached hereto contains a true and
complete list showing the names of all employees of Company whose current
annual compensation (including bonuses) in the aggregate equals or exceeds One
Hundred Thousand ($100,000) Dollars, such employees' present annual compensation
including bonus, if any, and the increases, if any, in such annual compensation
for each of the calendar years 1995 through 1997 (year to date). Schedule 4.8
also contains the names of all employees of the Company who receive any
compensation whatsoever (including bonuses) from Seller or any company
affiliated with the Company and/or Seller and the amount of such compensation
received. Schedule 4.8 also lists all membership fees in any social, country or
other similar clubs or organizations which have been paid for or reimbursed by
the Company for each of the calendar years 1995 through 1997 (year to date).

4.9 Governmental Regulations and Litigation. Except as set forth
in Schedule 4.9 or in the Environmental Assessments (as hereinafter defined),
Company has complied with all applicable

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laws, orders and other requirements of governmental authorities, including all
Environmental Laws (as hereinafter defined). Company is not subject to any
court or administrative order, judgment or decree. Except as set forth in
Schedule 4.9 or in the Environmental Assessments, no investigation,
governmental or administrative proceeding or other litigation of any kind or
nature to which Company may be a party is now pending or, to the best of the
Company's and Seller's actual knowledge, threatened; to the Company's and
Seller's actual knowledge, no claim which has not ripened into litigation or
other proceeding has been made or threatened against Company and no facts,
circumstances or conditions exist which might give rise to any such claims,
investigations, proceedings or litigation.

4.10 Environmental Compliance.

(a) Except as set forth in the Environmental Assessments, the
Leased Real Estate, the use by the Company of the Leased Real Estate
and the conduct thereon of the businesses of the Company has not
violated any law, rule, regulation, code or ordinance of any
governmental authority, including but not limited to, any federal,
state, local or common law (including provisions of law or regulations
scheduled for future implementation), any environmental laws rules or
regulations of any governmental authority, or any of the following:

(i) The Resource Conservation and Recovery Act;

(ii) The Comprehensive Environmental Response Compensation
and Liability Act;

(iii) The Federal Occupations Safety and Health Act;

(iv) The Toxic Substances Control Act;

(v) The Environmental Protection Act;

(vi) The Federal Water Pollution Control Act; and

(vii) The Clean Air Act;

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(collectively the "Environmental Laws"), and Company and Seller have not
received notice of any such violation. Except as set forth in the Environmental
Assessments, the Leased Real Estate is not and has not been contaminated,
tainted or polluted in any manner whatsoever from the conduct of any activities
of the Company prior to the Closing Date, nor will the Leased Real Estate become
contaminated, tainted or polluted in any manner whatsoever from the conduct of
any activities of the Company prior to the Closing Date or, to the best
knowledge of the Company and the Seller, from the migration of contaminants
from property adjacent to the Leased Real Estate. The Leased Real Estate does
not appear on the National Priority List or any state listing which identifies
sites for remedial clean-up or investigatory actions and has not been used to
handle, treat, store or dispose of asbestos, PCB's, ureaformaldehyde or any
hazardous or toxic waste or substance, and has not otherwise been contaminated
(including, without limitation, contamination of soils, groundwater and
surface waters located on or under such premises) with pollutants or other
substances which may give rise to a clean-up obligation under any Environmental
Laws.

(b) Except as set forth in the Environmental Assessments, the Company
has utilized, stored, disposed of and transported all hazardous, polluting and
toxic substances (including petroleum products) and all wastes, whether
hazardous or not, in full compliance with all Environmental Laws so as not to
contaminate any property.

(c) Schedule 4.10 lists, to the best knowledge of the Company and the
Seller, all waste hauling companies at which wastes generated by the Company
have been disposed of (in each case identifying such wastes). Neither the
Company nor the Seller has received any notice (i) of any claim or potential
responsibility for the cost of remedial clean-up or

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investigating any sites or areas at which such waste hauling companies disposed
of any wastes generated by the Company, or (ii) that any such waste hauling
companies has violated any applicable Environmental Law. No written claims,
actions, protests or complaints have been filed or made by any of Company's
employees, agents or any other persons with respect to the presence, use,
storage or disposal of any hazardous or toxic wastes, materials or other
substances by the Company through the Closing Date and, to the best of the
Seller's and Company's knowledge, no reasonable basis for any such claims exist.

(d) The Company possesses all permits, licenses and
authorizations required under the Environmental Laws to conduct its
business operations as heretofore conducted, and all such permits,
licenses and authorizations are valid and in full force and effect.

(e) Schedule 4.10(e) lists all written environmental reports,
audits, assessments and written notices from any governmental agency in
the possession of Seller or the Company which relate in any way to the
environmental condition of the Leased Real Estate (collectively, the
"Environmental Reports"). Seller has made available to Buyer true and
complete copies of all Environmental Reports.

4.11 Labor and Employment Relations. Schedule 4.11(a) attached
hereto contains a true and complete list of all collective bargaining agreements
between the Company and any labor organization (true and complete copies of
which have been provided to Buyer), together with the names of all labor
organizations which have been extended recognition by the Company as collective
bargaining representative for one or more bargaining units comprising its
employees, and a description of such units. Except as disclosed on Schedule
4.11(a), Company has not received

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notice of or been the subject of any strike, work stoppage, labor dispute, union
organization drive, demands for representation, primary or secondary boycott,
unfair labor practice or employment discrimination charge. Schedule 4.11(b)
contains a true and complete fist of all actions before federal and state bodies
(including arbitration cases), pending or closed, wherein Company is a party,
which involve the labor and employment relations of Company relating to its
businesses during the last five (5) years.

4.12 Operating Condition of Assets. Except as otherwise noted in
Schedule 4.12:

(a) Each item of the Company's inventory is in good
condition, usable and saleable in the usual and ordinary course of business and
meets all current customer specifications.

(b) To the best of Company's and Seller's knowledge, the
plants, buildings, machinery, fixtures, equipment, tools, dies, jigs, and
improvements which are owned, used, leased or held by Company:

(i) are in good operating and usable condition,
subject to normal maintenance and repair, and free from any material
defects, such that following Closing Buyer can produce, manufacture,
assemble and sell products which meet the applicable specifications
and conform with the quality standards acceptable to the customers
of the Company;

(ii) are, and the use thereof is, in compliance with
all laws, ordinances and regulations of all government authorities
including, but not by way of limitation, all Environmental Laws,
except as set forth in the Environmental Assessments; and

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(iii) are not the subject of, and are not affected
by, any condemnation or eminent domain proceedings, presently
instituted or pending, and neither Company, Seller nor any
officer of Company has any knowledge that such premises or
properties are or will be threatened by any such proceedings.

(c) Neither Company nor Seller have received any notice of any
claimed violation of any such laws, ordinances or regulations referred
to in subparagraph (ii) above.

(d) the Company's assets constitute all the assets used by
Company with respect to or arising out of the operation of the
Company's businesses.

(e) All bank accounts, certificates of deposit and other
deposits or accounts of the Company are as set forth on Schedule
4.12(e) attached hereto.

4.13 Intangible Assets. Schedule 4.13 contains a true and complete list
of all patents and patent applications (pending or in the process of
preparation), domestic or foreign, patent rights, trademarks, trade names and
licenses under the patents of others, trade secrets, secret processes and other
proprietary rights of every kind and nature used or necessary for use by Company
in its businesses as presently conducted, or controlled in whole or in part by
Company or directly or indirectly owned or controlled in whole or in part by
Seller or any of Company's officers, directors or key employees. To the best of
Company's and Seller's knowledge, all such patents, patent applications, patent
rights and licenses are valid and effective in accordance with their terms, and
all such trade names, trade secrets, secret processes and other proprietary
rights are valid and effective. Except as disclosed in Schedule 4.13, there are
no agreements, contracts or obligations under which Company is obligated with
respect to, or is using, any patents, patent applications, patent rights,
trademarks, trade names, licenses under the patents of others, trade secrets,
secret

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processes or other proprietary rights. The manufacturing and engineering
drawings, process sheets, specifications, bills of material, trade secrets,
"know-how" and other like data of Company are solely in the possession of and
owned by Company, and are in such form and of such quality that, Buyer can,
following the Closing, design, produce, manufacture, assemble and sell the
products and provide the services heretofore provided by Company so that such
products and services meet applicable specifications and conform with the
quality standards acceptable to Company's customers.

To the best of Company's and Seller's knowledge, the conduct of
Company's businesses, including the manufacture and sale of its products, does
not infringe upon the patents, trademarks, trade secrets, trade names, or
copyrights or other intellectual property rights, of any other party. Neither
Company nor Seller have received any notice of any claim of infringement except
as described in Schedule 4.13 attached hereto. Company has not disclosed in any
way to any third party, other than to Buyer on a "confidential" basis or to
suppliers or customers of Company on a "confidential" and "need to know" basis
in the ordinary course of business, confidential information or trade secrets
including, but not by way of limitation, confidential product or process data,
information as to new product developments and product costs data, related to
the operations of Company, nor entered into any contract or agreement to
disclose any of the above to a third party.

4.14 Insurance. Schedule 4.14 attached hereto contains a true and
correct list and summary description of all material insurance coverage
(including, the types of coverage, amounts of coverage, name of the insurer,
expiration date and all claims made thereunder during the past three (3) years)
held by Company with respect to its businesses, assets, and any property of
others under Company's care, custody and/or control, including, but not limited
to all policies of fire,

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liability and other forms of casualty insurance, product liability insurance,
and group and worker's compensation insurance held by Company with respect to
its businesses. All such policies (true and complete copies of which have been
delivered to Buyer) are in full force and effect, the Company is not in default
under any of such policies, and the Company has not received any notices of
cancellation, material amendments or material increases in deductibles or
premiums. The Company has not been refused any insurance by any insurance
carrier at any time during the past five (5) years.

4.15 Customers and Commitments. Schedule 4.15 lists the ten (10)
largest customers of, and the ten (10) largest suppliers to, the Company during
the twelve (12) month period ended June 30, 1997 (stating the dollar volume of
the sales or purchases, as the case may be).

Except as stated in Schedule 4.2(a), section c, Neither Company nor
Seller have any knowledge that any supplier or customer of the Company intends
to cease dealing with the Company, or intends to decrease in any material
respect the amount of such person's dealings with the Company from the levels in
effect during the past twelve (12) months, or that any such person would
decrease in any material respect such dealings in the event of the consummation
of the transactions contemplated hereby.

4.16 Finder's or Broker's Fee. There are no broker's commissions,
finder's fees or other payments of like nature payable to any person or entity
in connection with the transactions contemplated by this Agreement as a result
of the actions of the Seller or the Company, except for the fees payable to W.Y.
Campbell & Company or its designee, which shall be the sole responsibility of
the Seller, and in no event will the Buyer have any liability for any such fee
or commission in connection with the transactions contemplated hereby.

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4.17 Licenses, Permits and Approvals. Schedule 4.17 contains a true
and complete list and description of all licenses, permits, authorizations and
approvals required by any federal, state or local governments' administrative or
judicial authorities or any of Company's customers or suppliers in connection
with the operation of Company's businesses. No approval of any of such
organizations is required for the consummation of the transactions contemplated
by this Agreement or which would materially adversely affect or impair the right
or ability of Buyer following the Closing to carry on any of Company's
operations substantially as heretofore conducted.

4.18 Competitive Interests. Except for the ownership of non-controlling
interests in securities of corporations the shares of which are publicly traded
or as otherwise set forth in Schedule 4.18, neither the Seller nor the Company
own, and to the best knowledge of the Seller and the Company, none of the
Company's officers, directors or other key employees (including purchasing
agents and departmental managers) owns, directly or indirectly, any interest or
has any investment or profit participation in any corporation or other entity
which is a competitor or potential competitor of or which otherwise directly or
indirectly transacts business with the Company.

4.19 Related Party Transactions. Except as stated in Schedule 4.19, all
of the transactions of the Company during the past five (5) years have been
conducted on an arms-length basis; to the best knowledge of the Seller and the
Company, no employee of the Company has violated the published business policies
of any governmental agency or customer or supplier with respect to gifts,
services or corporate business practices; to the best knowledge of the Seller
and the Company, the Company has not made any material payments outside the
ordinary course of business to any person or entity in respect of any business
with any customer or supplier of the

Company. Except as described in Schedule 4.19, the Company does not have
any outstanding loans or other advances directly or indirectly to or from the
Seller, any officer, director, employee, relative or affiliate of the Seller or
any entity in which either of the Seller or the Company have a direct or
indirect interest, other than travel advances in the usual and ordinary course
of business.

4.20 General Warranty. The representations and warranties of Seller
contained in this Agreement and all schedules, exhibits, certificates,
statements and other documents furnished to Buyer by Company or Seller in
connection with the transactions contemplated hereby are accurate and complete,
and do not and will not contain any untrue statement of material fact, or omit
to state a material fact necessary to make the statements herein and therein not
misleading. Company and Seller have made full written disclosure of all facts
necessary to provide Buyer with all material information with respect to the
Company's businesses, assets and liabilities.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that:

5.1 Corporate Standing and Authority.

(a) Buyer is a corporation duly organized and validly
existing and in good standing under the laws of the State of Michigan.

(b) Buyer has legal capacity and authority to execute this
Agreement and to perform the transactions contemplated hereby. The
execution, delivery and performance of this Agreement do not and will
not violate or cause a default under any provision of Buyer's Articles
of Incorporation or Bylaws, or result in the breach, termination or
acceleration of any obligation or constitute a default or permit the
termination of any right under any

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mortgage indenture, lien, lease, contract, agreement, instrument,
order, arbitration award, judgment or decree to which Buyer is a party or by
which it or its properties are bound. Buyer has taken all necessary action
required by law, its Articles of Incorporation and Bylaws or otherwise, to
authorize the execution, delivery and performance of this Agreement. This
Agreement and each document and instrument executed pursuant to this Agreement
by Buyer constitutes a valid and binding obligation of Buyer, enforceable in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally. Buyer is not required to obtain the consent, approval or
waiver of any person not a party to this Agreement to enter into this Agreement
or to consummate the transactions contemplated hereby.

ARTICLE 6

INDEMNITIES

6.1 Indemnification by Seller.

(a) The Seller shall jointly and severally indemnify, defend and hold
Buyer, and its officers, directors and employees harmless, from, against and
with respect to any claim, liability, obligation, loss, damage, assessment,
judgment, cost and expense (including, without limitation, reasonable
attorney's fees and costs and expenses reasonably incurred in investigating,
preparing, defending against or prosecuting any litigation or claim, action,
suit, proceeding or demand), of any kind or character, arising out of or in any
manner incident, relating or attributable to:

(i) any breach or failure of any representation or warranty of the
Seller

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contained in this Agreement or in any certificate,
instrument of transfer or other agreement executed by the
Company, Seller or Company's officers in connection with this
Agreement;

(ii) any failure by the Company or Seller to perform
or observe, or to have performed or observed, in full any
covenant, agreement or condition to be performed or observed
by Company or Seller under this Agreement;

(iii) reliance by Buyer on any books or records of
Company or the Financial Statements furnished to the Buyer,
to the extent any of such information should prove to be
false in any material respect.

(iv) any liability or claim resulting from the
conduct of the Company's businesses through the Closing Date
(other than those reflected in the Financial Statements),
including but not limited to:

(A) any liability or claim for product
warranties, product recalls or personal injury or
damage to property based on or resulting from any
product manufactured or sold by Company through the
Closing Date;

(B) any liability or claim for any income,
capital, transfer, sales, use, goods and services
or other tax, assessment, penalty or interest of
any nature which relates to any period prior to or
including the Closing Date or any liability or
claim for any income, capital, transfer, sales,
use, goods and services or other tax, assessment,
penalty or interest of any nature which relates to
any period prior to or including the Closing Date
other than such accrued taxes as shall be currently
owing as of the Closing Date;

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(C) any liability or claim for workers' compensation
benefits, health life or other insurance benefits, or any other
employee benefits or claims for or by any of the Company's
employees resulting from or relating to any occurrence during any
period prior to or including the Closing Date which is not covered
by insurance or the Company's regular benefits consistent with
past practice; or

(D) any liability or claim resulting from the employment or
termination of any employee of the Company on or prior to the
Closing Date except for those vacations, paid leave and fringe
benefits to which employees are entitled under the Company's
regular programs, and except for any compensation or benefits
payable pursuant to the employment agreements listed in Schedule
4.6 hereof;

(v) any agreements, contracts, negotiations or other dealings by
Company or Seller with any person concerning the sale of the stock,
assets or business of the Company;

(vi) any losses incurred by the Company prior to the Closing Date
which are of a nature customarily insured against by a business similar
to that of the Company, but which are not covered by any insurance
plans maintained by or on behalf of the Company;

(vii) any trade or other accounts receivable (whether billed or
unbilled) of the Company (net of the allowance for bad debts as
reflected in the Closing Balance Sheet) which are not paid in cash
without resort to legal proceedings within One

Hundred Twenty (120) days following the Closing;

(viii) [intentionally omitted]

(ix) any liability or claim by any third party resulting from the
conduct of the business of the Company through the Closing Date in
violation of any law, rule or regulation of any governmental authority
or agency;

(x) any obligation or liability to, or claim by, the Internal
Revenue Service, the Pension Benefit Guaranty Corporation or any other
party that the underfunding amount, including any excise tax,
assessment, penalty or interest, with respect to or as a result of the
termination of the Company's defined benefit plan shall be greater than
the Termination Liability, and any other claims, obligations or
liabilities relating to or with respect to such defined benefit plan;
or

(xi) any claim, obligation or liability relating to or with
respect to the oil well interests owned by the Company and disclosed on
Schedule 4.1(a) hereof (which interests shall be transferred out of the
Company to one or more of the Sellers on or before Closing, without any
cost or expense to the Company).

(b) The aggregate amount of indemnification to which Buyer shall be
entitled hereunder shall not exceed (i) an amount equal to the Purchase
Price if such claim relates to a breach of a representation or warranty set
forth in Section 4.2 hereof, or (ii) an aggregate amount equal to Ten
Million ($10,000,000) Dollars if such claims relate to any other matter.

(c) Buyer shall notify the Seller in a timely manner of any matters as
to which Buyer or any of its officers, directors or employees are entitled
to receive indemnification

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and/or defense under this Section, and shall set forth in such notice
reasonable detail regarding specific facts and circumstances then known by
Buyer which pertain to such matters.

(d) In the event the Buyer has asserted a claim for indemnification
under this Agreement, in addition to all other rights and remedies available
to Buyer, the Buyer shall be entitled to set-off the amount of such claim
against any amounts due, directly or indirectly, to Seller under any
agreement or arrangement until Buyer's claim has been fully satisfied,
including without limitation, any amount payable pursuant to or in
connection with this Agreement or any of the agreements executed pursuant
hereto.

(e) Except with respect to claims for indemnity pursuant to Sections
and 6.1 (a)(viii) and 6.1(a)(x) hereof (which shall not be subject to
the limitations set forth in this Section 6.1(e)), Buyer shall not be
entitled to demand payment or otherwise enforce any claim for
indemnification or defense, or any right to setoff, under this Section
unless the total amount of Buyer's claims under this Section (exclusive of
any amounts recovered pursuant to Sections 6.1(a)(viii) or 6.1(a)(x)
hereof) exceeds Two Hundred Fifty Thousand ($250,000) Dollars (the "Floor"),
in which event the Seller shall only liable for such claims in excess of the
Floor.

(f) In the event that Buyer shall make any claims against Seller
pursuant to Section 6.1(a)(vii) hereof, and Seller pays such claims in full,
then, upon Seller's request, Buyer shall promptly transfer to Seller, as the
case may be, for collection any such unpaid accounts receivables which have
been paid by Seller pursuant to Section 6.1(a)(vii). In such event, Seller
shall be entitled to take reasonable collection actions with respect to any

account so transferred so long as such actions do not materially
interfere with the business operations of the Buyer. In this connection, all
payments received from any customer following the Closing Date shall be
deemed to be made first in payment of the account of said customer
outstanding on the Closing Date, unless otherwise designated by said
customer and except for any amounts as to which there is a bona fide
dispute.

(g) Buyer shall have no right to indemnification, defense or setoff
under this Section unless Buyer provides the notice required under Section
6.1(c) within (i) six (6) years following the Closing Date if such claim
relates to a breach of a representation or warranty set forth in Sections
4.1, 4.2, 4.3(c), 4.7 or 4.10 hereof or if such claim is pursuant to
Sections 6.1(a)(x) or 6.1(a)(xi) hereof, or (ii) two (2) years following
the Closing Date if such claim relates to any other matter.

6.2 Indemnification by Buyer.

(a) The Buyer shall indemnify, defend and hold harmless Seller, and its
officers, directors and employees, from, against and with respect to any
claim, liability, obligation, loss damage, assessment, judgment, cost and
expense (including, without limitation, reasonable attorneys' fees and costs
and expenses reasonably incurred in investigation, preparing, defending
against or prosecuting any litigation or claim, action, suit, proceeding or
demand), of any kind or character, arising out of or in any manner incident,
relating or attributable to:

(i) any breach or failure of any representation or warranty of the
Buyer contained in this Agreement or in any certificate, instrument of
transfer or other agreement executed by the Buyer in connection with
this Agreement; or

(ii) any failure by the Buyer to perform or observe, or to have
performed or observed, in full any covenant, agreement or condition to
be performed or observed by Buyer under this Agreement.

(b) Seller shall notify Buyer in a timely manner of any matters as to
which Seller or any of its officers, directors or employees are entitled to
receive indemnification and/or defense under this Section, and shall set
forth in such notice reasonable detail regarding specific facts and
circumstances then known by Seller which pertain to such matters.

(c) Seller shall have no right to indemnification or defense under this
Section unless Seller provides the notice required under Section 6.2(b)
within two (2) years following the Closing Date.

6.3 Third Party Claims. In the event either party makes a claim for
indemnification under this Agreement as a result of any action, suit,
proceeding, claim, demand or assessment brought by a third party (a "Third Party
Claim"), then the party seeking indemnification (the "Indemnitee") shall advise
the indemnifying party (the "Indemnitor") of the same in the notice pursuant to
Section 6.1(c) or 6.2(b) hereof and include a copy of all relevant materials
with respect to such Third Party Claim received by the Indemintee, and such
Third Party Claim, shall be administered as follows:

(a) The Indemnitor shall, at its own expense, contest and defend such
Third Party Claim, provided, however, Indemnitee shall have the right to
participate in such defense (the costs and expenses of which shall be borne
by the Indemnitee) and, provided, further, in the event the Indemnitor shall
fail to proceed with reasonable diligence in

defending any Third Party Claim, then the Indemnitee, upon reasonable notice
to the Indemnitor stating its objections to the conduct of the defense by
the Indemnitor, shall have the right to take over the defense of the Third
Party Claim, with the reasonable costs and expenses of such defense to be
borne by the Indemnitor. In no event shall the Indemnitor have the right to
settle any Third Party Claim without the prior written consent of the
Indemnitee, nor shall the Indemnitee have the right to settle any Third
Party Claim without the prior written consent of the Indemnitor. Consent to
the settlement shall not be unreasonably withheld.

(b) Each party shall cooperate with each other in connection with any
such Third Party Claim and provide each other with reasonable access to any
books, records or other documents or information which they may possess
relating to such claim.

6.4 Payment and Interest. In the event any party is entitled to
indemnification hereunder, such amounts shall be paid or the defense of the
claim undertaken, by the indemnifying party within thirty (30) days following
such indemnifying party's receipt of notice of such claim. In the event such
amounts are not paid or such defense is not undertaken within such thirty (30)
day period, any unpaid amounts ultimately determined to be due and owing shall
bear interest from and after the expiration of such thirty (30) day period at
the prime rate of interest charged from time to time by Comerica Bank plus two
(2%) percent, until the date of payment.

ARTICLE 7

CONDITIONS TO CLOSING

7.1 Buyer's Conditions. Buyer's obligations under this Agreement are, at
the option of

Buyer, unless waived in writing, subject to the condition that on the Closing
Date:

(a) The representations and warranties of the Seller contained in this
Agreement shall be true and correct in all material respects on and as of
the Closing Date with the same effect as if such representatives and
warranties had been made on and as of the Closing Date;

(b) Seller shall have performed and complied with all agreement and
covenants contained herein on Seller's part required to be performed or
complied with on or prior to the Closing Date;

(c) Buyer shall have received a certificate executed by Seller dated
the Closing Date, as to the matters set forth in Sections 7.1(a) and (b)
hereof;

(d) During the period between the date hereof and the Closing Date,
there shall have been no material adverse change occurring in the assets,
businesses, operations or financial condition of the Company;

(e) To the extent required, the premerger notifications pursuant to
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been
filed and the waiting period and other requirements pursuant thereto shall
have expired or otherwise been complied with and there shall be no action
taken or instituted by the Department of Justice, the Federal Trade
Commission or other governmental body or agency to delay or otherwise enjoin
the transactions contemplated hereby; and

(f) Buyer having completed its purchase investigation (as set forth in
Section 8.1 hereof), and Buyer having not provided a notice of termination
of this Agreement to the Seller pursuant thereto.

7.2 Seller's Conditions. Seller's obligations under this Agreement are, at
the option of Seller, unless waived in writing, subject to the condition that on
or before Closing Date:

(a) The representations and warranties of the Buyer contained in this
Agreement shall be true and correct in all material respects on and as of
the Closing Date with the same effect as if such representations and
warranties had been made on and as of the Closing Date;

(b) Buyer shall have performed and complied with all agreements and
covenants contained herein on its part required to be performed or complied
with on or prior to the Closing Date;

(c) Seller shall have received a certificate executed by Buyer, dated
the Closing Date, as to the matters set forth in Sections 7.2(a) and (b)
hereof, and

(d) To the extent required, the premerger notifications pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 shall have been filed
and the waiting period and other requirements pursuant thereto shall have
expired or otherwise been complied with and there shall be no action taken
or instituted by the Department of Justice, the Federal Trade Commission or
other governmental body or agency to delay or otherwise enjoin the
transactions contemplated hereby.

ARTICLE 8

COVENANTS

8.1 Purchase Investigation.

(a) Buyer shall have the period from the date hereof until November 7,
1997 (the "General Investigation Period") (which date may be extended until
November 15, 1997 if such extension is required by the Buyer and the Buyer
has theretofore proceeded with reasonable diligence), within which to
complete a general purchase investigation reviewing the financial and
operating aspects of the proposed acquisition to satisfy itself as to the
viability of the same. Buyer shall also have the period from the date hereof
until November 22, 1997 (the "Environmental Investigation Period") (which
date may be extended by Buyer until December 23, 1997 to the extent
reasonably required to complete the Phase II environmental assessments
described below), within which to complete a purchase investigation
reviewing the environmental aspects of the proposed acquisition to satisfy
itself that it will have no liability as to the same. On or before the
expiration of the Environmental Investigation Period, Buyer shall commission
and complete, at Buyer's expense, a standard Phase I environmental
assessment of all premises leased by the Company, conducted by Geraghty &
Miller, together with those Phase II environmental assessments of such
premises as Buyer deems appropriate (the cost of such Phase II environmental
assessments, however, shall be shared equally between the Buyer and the
Seller). Such Phase I and Phase II environmental assessments shall be
collectively referred to herein as the "Environmental Assessments". Buyer
shall provide copies of the Environmental Assessments to Seller as soon as
they are available. The General Investigation Period and the Environmental
Investigation Period are collectively referred to herein as the
"Investigation Periods". During the Investigation Periods, Seller shall
provide Buyer and its representatives full access during normal business
hours to all of the property,

books and records of the Company (including, without limitation, all
hazardous, toxic or other waste investigations of all premises owned, leased
or used by the Company) and to permit Buyer and its representatives to
physically inspect all of the Company's assets and facilities, to conduct
the Environmental Assessments, to interview such personnel of the Company as
Buyer shall deem appropriate with prior notice of the same to Seller, and to
interview customers of the Company with Seller's prior consent. At any time
prior to the expiration of the General Investigation Period, Buyer shall
have the absolute right, in its sole discretion and for any reason
whatsoever, to terminate this Agreement by giving written notice thereof to
Seller at the address set forth herein. At any time prior to the expiration
of the Environmental Investigation Period, if Buyer is not satisfied with
the environmental aspects of the proposed acquisition for any reason, Buyer
shall have the absolute right, in its sole discretion, to terminate this
Agreement by giving written notice thereof to Seller at the address set
forth above. In the event of any such termination, this Agreement shall
become null and void and neither party shall have any other or further
liability to the other hereunder. In the event that any of the Environmental
Assessments disclose any material environmental problems (the "Environmental
Problems"), and the Buyer has not agreed in writing to waive making any
claim against the Seller with respect to such Environmental Problems on or
before the expiration of the Environmental Investigation Period, then in
such event the Seller shall also have the right to terminate this Agreement
on or before the expiration of the Environmental Investigation Period by
written notice thereof to Buyer within such period, in which event this
Agreement shall become null and void and neither party shall have any other
or further liability to the other

hereunder (other than the sharing of the Phase II environmental assessment
costs as set forth above). In the event that the Buyer has agreed in writing
to waive making such claims against Seller, then in such event Buyer shall
indemnify, defend and hold the Seller, and its successors and assigns,
harmless from and against and with respect to any and all liabilities,
obligations, claims, damages and expenses (including, reasonable attorneys
and consultant fees) which Seller may incur solely in their capacity as
shareholders of the Company as a result of such Environmental Problems. In
the event that the Buyer has not so agreed to waive any such claim against
the Seller and in the event that the Seller does not so elect to terminate
this Agreement and the transactions contemplated by this Agreement are
consummated, then in such event Seller shall, jointly and severally,
indemnify, defend and hold the Buyer and the Company, and their successors
and assigns, harmless from and against and with respect to any and all
liabilities, obligations, claims, damages and expenses (including,
reasonable attorneys and consultant fees) which they may incur as a result
of such Environmental Problems, and Seller shall waive making claim against
the Buyer or the Company, or their successors or assigns, with respect to
such Environmental Problems under any lease or other agreement with the
Buyer or the Company. In the event this transaction is consummated, the
purchase investigation contemplated hereby shall not diminish or replace the
reliance Buyer is placing on obtaining the representations, warranties and
indemnification provisions set forth in this Agreement.

(b) From and after the date hereof until the Closing, neither Company
nor Seller

shall:

i. Enter into any agreement with any other party regarding the
sale of

the stock or assets of the Company; or

ii. Disclose the existence of this Agreement, the terms contained
herein or Buyer's interest in acquiring the Shares, without the prior
written consent of the Buyer; provided, however, Company and Seller
may discuss such matters with their officers, agents, lenders,
accountants and lawyers.

(c) Neither party shall issue any press release or make any public
announcement relating to the subject matter of this Agreement prior to the
Closing without the prior written approval of the other party to this
Agreement.

ARTICLE 9

MISCELLANEOUS

9.1 Additional Documents. Following the Closing, Buyer and Seller shall
execute and deliver any and all other documents and take such other actions as
may be reasonably requested by the other which are necessary or desirable to
effectuate the terms of this Agreement. Following the Closing, Buyer shall make
all records and books provided hereunder, including financial and historical
records of Company, available to Seller, or to his representatives, on the
premises of the Buyer upon reasonable notice and for a reasonable purpose, and
shall make available facilities to make any copies which Seller, or his
representatives may reasonably request. Buyer shall be entitled to reimbursement
of its actual costs incurred in providing such copies.

9.2 Survival. All representations, warranties, covenants and agreements of
the parties set forth in this Agreement, shall survive the Closing and continue
in full force and effect in accordance with the terms hereof after the
consummation of the transactions contemplated hereby.

9.3 Interpretation. Article titles, Schedule titles and headings to
Sections herein are

inserted for convenience of reference only and are not intended to be a part of
or to affect the meaning or interpretation of this Agreement. The Schedules and
Exhibits referred to herein shall be deemed an integral part of this Agreement
to the same extent as if they were set forth verbatim herein.

9.4 Entire Agreement. This Agreement, the Related Agreements and the
Appendices, Schedules and Exhibits attached hereto, constitute the entire
agreement among the parties pertaining to the contemporaneous agreements,
representations, and understandings of the parties. All prior negotiations,
writings and discussions between the parties (other than that certain
confidentiality agreement between the parties) are merged in this Agreement. The
parties hereto, by mutual agreement, may amend, modify and supplement this
Agreement. Any supplement, modification, or amendment of this Agreement shall
not be binding unless executed in writing.

9.5 Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing and shall be deemed to have been duly given
on the date of service if served personally on the party to whom notice is to be
given, or on the date of mailing if mailed to the party to whom notice is to be
given, by first class mail, registered or certified, postage prepaid, and
properly addressed as follows:

(a) To Buyer at:

c/o Talon Automotive Group LLC
900 Wilshire Dr.
Suite 203
Troy, Michigan 48084
Attention: David J. Woodward

44
45

with a copy to:

Timmis & Inman L.L.P.
300 Talon Centre
Detroit, Michigan 48207
Attn: Richard M. Miettinen

(b) To Seller at:

c/o William H. John
2295 Lake Angelus Road
Lake Angelus, MI 48326

with a copy to:

Melvyn S. Goldstein
Attorney at Law
Berry Moorman P.C.
255 E. Brown St., Suite 320
Birmingham, MI 48009

Any party may change its address for purposes of this paragraph by giving the
other party written notice of the new address in the manner set forth above.

9.6 Governing Law. This Agreement shall be construed in accordance with and
governed by the laws of the State of Michigan.

9.7 Waivers. Any term or provision of this Agreement may be waived, or the
time for its performance may be extended, by the party or parties entitled to
the benefit thereof. Any such waiver shall be validly and sufficiently
authorized for the purposes of this Agreement if it is in writing and, as to
the Seller, if it is executed by him, or, as to Buyer, if it is executed by its
President. The failure of any party hereto to enforce at any time any provision
of this Agreement

shall not be construed to be a waiver of such provision, nor in any way to
affect the validity of this Agreement or any part hereof or the right of any
party thereafter to enforce each and every such provision. No waiver of any
breach of this Agreement shall be held to constitute a waiver of any other or
subsequent breach.

9.8 Expenses. Buyer and Seller shall each pay their respective costs and
expenses incident to their negotiation and preparation of this Agreement and to
their performance and compliance with all agreements and conditions contained
herein on their respective parts to be performed or complied with, including
the fees, expenses and disbursements of their respective counsel and
accountants. Charges to Seller incurred after September 29, 1997 shall be
charged to the Seller and not to the Company. To the extent that the Company
pays such charges for Seller's counsel and accountants for services after
September 29, 1997, such payments shall be treated as a loan by the Company to
Seller to be repaid at Closing.

9.9 Partial Invalidity. Wherever possible, each provision hereof shall be
interpreted in such manner as to be effective and valid under applicable law,
but in case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provisions
of this Agreement and this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or provisions had never been contained herein
unless the deletion of such provision or provisions would result in such a
material change as to cause completion of the transactions contemplated hereby
to be unreasonable.

9.10 Assignment. The rights and obligations under this Agreement may not be
assigned, except by the Buyer (without discharge of its obligations hereunder).
This Agreement shall be

binding upon and inure to the benefit of the parties hereto and their respective
successors or permitted assigns. Nothing in this Agreement, express or implied,
is intended or shall be construed to confer upon any person (other than the
parties hereto and their respective successors or permitted assigns) any right,
remedy or claim under or by reason of this Agreement.

9.11 Remedies. In the event of any breach of this Agreement by the Seller,
Seller hereby acknowledges and agrees that the Shares are unique and that the
remedy at law would be inadequate, and, in such event, in addition to any other
remedy provided herein or by law or in equity, the Buyer shall be entitled to
specific enforcement of the terms hereof, including, without limitation,
appropriate injunctive relief in any court of competent jurisdiction, and that
no bond or other security shall be required in connection therewith.

9.12 Attorneys Fees. In the event of any litigation arising out of this
Agreement, the prevailing party shall be entitled to recover its reasonable
attorneys fees and costs and expenses of litigation from the non-prevailing
party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.

SELLER: BUYER:

PRODUCTION ACQUISITION INC.

William H. John By: David J. Woodward
- ---------------------------------------- ---------------------------------
William H. John, Trustee of the David J. Woodward, Vice President
William H. John Amended and
Restated Revocable Trust U/A/D 10/10/95

Story S. John
- ----------------------------------------
Story S. John, Trustee of the
Story S. John Amended and Restated
Revocable Trust U/A/D 12/8/95

Melvyn S. Goldstein
- ----------------------------------------
Melvyn S. Goldstein, Trustee of the
John Irrevocable Gift Trust
U/A/D 12/29/94

GUARANTEE

The undersigned hereby guarantees all those obligations of Production
Acquisition Inc. to Seller under that certain Stock Purchase Agreement dated the
date hereof between such parties (the "Purchase Agreement") to the extent that
such obligations arise from and after the date hereof and continue through the
Closing Date; provided, however, upon the consummation of the transactions
contemplated by the Purchase Agreement, the foregoing guarantee shall be void
and of no force and effect.

Dated: October 17, 1997 TALON AUTOMOTIVE GROUP L.L.C.

By: David J. Woodward
---------------------------------
David J. Woodward, Vice President

50
LIST OF SCHEDULES

2.4 (a) Equipment Leases Excluded From Financed Debt
3.2 (b) Opinion of Buyer's Counsel
3.2 (c) Opinion of Seller's Counsel
4.0 Key Employee
4.1 (a) Ownership of other Equity Interests
4.1 (b) Breach or Acceleration of other Contracts
4.2 (a) Security Interests, Leases and Claims
4.2 (b) (I) Property owned or used by Company not at Company Premises
4.2 (b) (ii) Material Property owned by or in which 3rd Party has Claim
4.2 (c) Outstanding Common Shares (Rights, Preferences and Limitations)
4.3 (b) Possible Liabilities or Obligations
4.3 (c) Taxes
4.4 Material Changes
4.5 Leases and Third Party Property (2 Schedules)
4.6 List of Contracts (2 Schedules)
4.7 Employee Benefit Plans
4.8 Compensation of Highly Compensated Employees
4.9 Exceptions to Governmental Compliance and Pending Proceedings or
Litigation
4.10 Waste Hauling Companies
4.10(e) Environmental Reports
4.11(a) Collective Bargaining Agreements
4.11(b) Labor & Employment Relations Actions
4.12 Condition of Assets
4.13 Patents, Trademarks, Tradenames & Licenses
4.14 Insurance Contracts
4.15 Customers & Suppliers

SCHEDULE 2.4(a)

EQUIPMENT LEASES EXCLUDED FROM FINANCED DEBT

1. The following leases which do not exceed an aggregate of original cost
in excess of $1,810,000:

a. Lease of Minster Presses SN E2-400-29110 (1997) from Michigan
National Bank dated September 3, 1997.

b. Lease of Minster Press SN E2-600-28987 (1997) from Michigan National
Bank dated September 5, 1997.

C. Leases in process with Michigan National Bank for peripheral
equipment pertaining to 400 Ton Minster Press, SN E2-400-29110 (1997) under
lease.

d. Lease in process with Michigan National Bank for peripheral
equipment pertaining to 600 Minster Press, SN E2-600-28987 (1997) under lease.

2. Hi-Lo Leases:

3. Vehicle Leases: (All are treated as operating leases on the books of
the Company).

SCHEDULE 3.2(b)

OPINION OF BUYER'S COUNSEL

SCHEDULE 3.2(b)

1. Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the State of Michigan.

2. Buyer has the full corporate power and authority to enter into the
Purchase Agreement and the Related Agreements to consummate the transactions
contemplated thereby and to comply with the terms, conditions and provisions
thereof. The execution, delivery and performance of the Purchase Agreement and
the Related Agreements have been duly authorized by the Buyer's Board of
Directors and do not require any further authorization or consent of the Buyer.
The Purchase Agreement and the Related Agreements constitute the legal, valid
and binding obligations of Buyer enforceable against Buyer in accordance with
their respective terms, except as such enforceability may be limited by
bankruptcy, moratorium, insolvency, reorganization, or other laws affecting or
limiting the enforcement of creditor's rights generally and except as such
enforceability is subject to general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).

3. The execution, delivery and performance of the Purchase Agreement and
the Related Agreements by Buyer and the consummation of the transactions
contemplated thereby do not:

(a) conflict with or result in a breach of the Articles
of Incorporation or Bylaws of Buyer; and

(b) to the best of our knowledge, conflict with or result in a
breach of or default under any unwaived provisions of any indenture or credit
agreement or other material agreement to which the Buyer is a party or by which
it or its properties may be affected or bound.

SCHEDULE 3.2(c)
OPINION OF SELLER'S COUNSEL

SCHEDULE 3.2(c)

1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Michigan and the Company is not
required to be qualified as a foreign corporation to do business under the laws
of any other jurisdiction, except where the lack of qualification would not
have a material adverse effect on the Company.

2. Sellers have the full power, capacity and authority pursuant to the
Trusts and otherwise to enter into the Purchase Agreement and the Related
Agreements and to consummate the transactions contemplated thereby and to comply
with the terms, conditions and provisions thereof. The Purchase Agreement and
the Related Agreements have been duly authorized, executed and delivered by the
Sellers, and do not require any further authorization or consent. The Purchase
Agreement and the Related Agreements are the legal, valid and binding obligation
of Sellers enforceable in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, moratorium, insolvency,
reorganization, or other laws affecting or limiting the enforcement of
creditor's rights generally and except as such enforceability is subject to
general principals of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law);

3. The execution, delivery and performance of the Purchase Agreement and
the Related Agreements and the consummation of the transactions contemplated
thereby do not and will not:

(a) conflict with or result in a breach of the Articles of
Incorporation or Bylaws of the Company; or

(b) to the best of our knowledge, conflict with or result in a breach
of or default under any unwaived provision of any indenture, credit agreement,
shareholders agreement, buy-sell agreement or other material agreement to which
either the Sellers or the Company are a party or by which they or their
properties may be affected or bound; except for covenants with the Company's
primary lender, Michigan National Bank.

(c) violate any provision of law or any order of any court or other
agency of government binding upon the Company or the Seller, provided the Hart
Scott Rodino application is approved.

4. The Company's authorized capitalization consists of ________ (50,000)
shares __________ of ($1.00) Dollar par value, common stock (the "Authorized
Common Stock"). Thirty thousand (30,000) shares of the Authorized Common stock
are currently issued and outstanding (the "Outstanding Common Shares"). (The
Outstanding Common Shares are sometimes referred to herein as the "Shares").
Sellers are the sole owners of the Shares and have full right and authority to
sell the Shares to the Buyer. No other shares of capital stock of the Company
are issued or outstanding. All of the rights, preferences, and limitations of
the Shares are set forth on Schedule 4.2(c) to the Purchase Agreement.

5. To the best of our knowledge, except as disclosed in the Purchase
Agreement, no litigation or other proceedings before any court or administrative
agency is pending against the Company or the Sellers.

SCHEDULE 4

KEY EMPLOYEES

William H. John Chairman and CEO
Richard A. Rossetti President and COO

Vicki L. Barnett Vice President-Finance
Richard Murray Vice President-Marketing
Jeffrey Brune Vice-President-Manufacturing
Acting Chief Engineer

Richard Burchette Plant Manager-New Baltimore

Brian Berger Director of Operation-Oxford

Melvyn S. Goldstein Outside General Counsel (Mr. Goldstein is Assistant Secretary of
the Company, but is not included on this list in such capacity.)
Nothing contained in this Agreement nor the fact that Mr.
Goldstein is included on this list shall require the disclosure of
information given to Mr. Goldstein within the protection of the
attorney-client privilege nor shall such facts constitute a waiver of
the attorney-client privilege between the Company and Mr.
Goldstein, Wright & Goldstein nor Berry Moorman.

SCHEDULE 4.1 a

OPERATIONS OUTSIDE OF MICHIGAN AND
OWNERSHIP OF OTHER EQUITY INTERESTS

1. See Schedule 4.9 for status of qualification to do business outside of
Michigan.

2. The Company owns 50% of the common stock of Sportswatch, Inc., a
Michigan corporation. Sportswatch, Inc. is the lessee of a suite at the Palace
of Auburn Hills, Michigan.

3. The Company also owns a number of working interests in dormant oil
wells in Illinois. .

SCHEDULE 4.1(b)
BREACH OR ACCELERATION OF OTHER CONTRACTS:

1. Financing arrangements with the Company's principal lender Michigan
National Bank allow for acceleration of all due dates in the event of a change
in control of the Company. This financing other than press leases, will be paid
at the time of closing.

SCHEDULE 4.2(a)

SECURITY INTEREST, LEASES AND
POSSIBLE CLAIMS ADVERSE CIRCUMSTANCES

A. Liens:

1. Michigan National Bank has been granted security interests in all
assets of the Company to secure its various credit lines to the Company. These
debts will be paid at the time of closing.

B. Leases:

1. Leases of Minster Presses from Michigan National Bank (see Schedule 2.4
(a))

2. Leases of various automobiles, copies of which have been separately
supplied to Buyers.

3. Leases of Hi-Lo equipment, copies of which have been separately
supplied to Buyer. The above leases will continue as part of the Company's
obligations after the closing.

C. Possible Adverse Circumstances:

The following circumstances could have an adverse effect on the ability of
the Company to carry on its operations substantially as previously conducted.

1. The Company needs to expand plant facilities to fully accommodate
probable new jobs. After the development of its projections for future sales,
the Company was approached by TRW to take over approximately $8,000,000 of work
currently being produced by MSI. As a condition of being awarded that work, the
Company was required to agree to the price roll back program of TRW and to
pursue opening a facility near TRW's Cookville, TN location.

2. There is limited availability of skilled labor in areas where the
Company currently has its plants.

3. For at least five (5) years the entire automobile industry has
experienced extreme pressures from OEMs for annual price concessions. While the
Company is confident that it will be able to accommodate these pressures from
its customers in accordance with its past practices, nevertheless this factor
could have a material adverse effect in the future, depending upon the attitudes
and policies adopted by the Company's customers. While the Company has
experienced a reduction in its profits in past years, nevertheless it has
effectively minimized the impact of such price rollback policies through its
program of continuous improvement and by price negotiations. Within ten (10)
days after the date hereof, Seller shall disclose to Buyer in writing all formal
requests for price concessions of which Seller is aware

4. From past experience certain factors could have an adverse effect on
the Company

these include a rapid acceleration of material costs, a substantial downturn in
annual vehicle sales, strikes at customer facilities and similar items beyond
the control of the Company.

5. The Company has entered into the "steel resale program" with General
Motors. Under this program, General Motors negotiates a price with certain steel
suppliers to be the standard in making sales to its suppliers. In order to stay
on the bid list with GM, it is necessary for its stamping suppliers to
participate in the steel resale program. When the available pricing for the
steel in the open market is significantly below that of steel resale program
suppliers, the Company has taken advantage of this disparity by purchasing
certain steel in the open market. Thus far, the balance of such open market
purchases has not caused General Motors to protest this activity, although the
Company has not been required to undergo a steel resale program audit by GM.
Recently, however, GM has requested that the Company work toward full
participation in the steel re-sale program. GM has stated that if the Company
incurs increased steel costs at the resale program matrix costing system, the
Company will be allowed to pass through such increases in costs to GM.

6. It is important that the proposed transaction be disclosed to the
Company's customers. There is a possibility that such customers will object to
the change of control. Such factors should be explored to the Buyers
satisfaction during the due diligence period. Active Manufacturing has placed
approximately $3,000,000 of work with the Company. Upon learning of the Buyer's
possible future involvement with the Company, it expressed concern as it
considers itself a direct competitor of the Buyer's affiliates.

SCHEDULE 4.2(b)(1)

PROPERTY OWNED OR USED BY COMPANY
NOT AT COMPANY PREMISES.

1. The Company owns the following equipment located at its related
supplier Midwest Products and Manufacturing, Inc. which will be returned upon
request of the Company without costs other than rigging and transportation.

1 200 Ton Minster Press with feed
1 150 Ton IOB Press
2 Pneumatic assembly machines
2 Miller MIG welders
1 Tumbler
1 Salt spray cabinet
1 150 KVA welder
2 Computers
Dies and tooling belonging to the Company

Note: 1 press at the Oxford Plant belongs to Midwest

2. The Company has an exhaust system at WRJ Manufacturing, Inc., a related
Company, which will be returned upon request of the Company, without costs other
than rigging and transportation

3. Purchased presses not yet delivered to Company:

1 Bliss 400 ton Press at Universal press (an equipment broker).

4. Vehicles utilized by officers and employees.

5. Inventory, WIP, tools, dies and fixtures as well as material handling
items at various sub-contractors and outside processors.

6. Presses and other equipment not currently in use, but owned by the
Company located at its premises.

7. Obsolete and service inventory at Industrial Packaging, Inc., Detroit,
Michigan totaling $199,000 on the June 30, 1997 financial statement.

SCHEDULE 4.2(b)(ii)

MATERIAL PROPERTY OWNED BY OR IN WHICH
THIRD PARTY HAS CLAIM

1. Sportswatch, Inc. - Suite at Palace

2. 2 Minster Presses 400 Ton and 600 Ton Leased from Michigan National
Bank and peripheral equipment.

3. Tooling belonging to Customers

4. Leased vehicles, Hi-Los and office equipment per Schedule 4.2(a).

SCHEDULE 4.2(c)

OUTSTANDING COMMON SHARES; RIGHTS, PREFERENCES AND LIMITATIONS

1. The issued and outstanding shares of the Company are:

% # of Shares
- -----------

William H. John, Trustee 82.8% 24,830

Story S. John, Trustee 13.5% 4,050

Melvyn S. Goldstein, Trustee 3.7% 1,120
------
Totals 100% 30,000

2. The rights and preferences of the shares of the Company are stated in its
Articles.

3. Rick Rossetti's right to acquire $2,000,000 worth of stock on death of
William H. John according to the agreement dated August 30, 1990, which right
lapses upon the sale of the controlling interest in the Company.

SCHEDULE 4.3(b)

POSSIBLE LIABILITIES OR OBLIGATIONS

1. Suit by McPherson for slip and fall liability for which Company is
insured by Zurich American Insurance Company (see Schedule 4.9).

2. Suit by Wafaa Hannah for alleged civil rights violation (see Schedule
4.9).

3. Various Union grievances as described in Schedule 4.9.

4. Various worker compensation claims covered by workers compensation
insurance. Theses claims are described in a summary of employee circumstances
prepared by the Company, a copy of which has been given to Buyer.

5. Results of payroll audit for year ending June 30, 1997 shows a Company
liability of $75,222 in premium due to Zurich-American Insurance Company for
workers compensation insurance. Since this amount was not known at time that
field work for the audited statement was completed, it was not accrued in that
statement. However, the liability for the previous year end adjustment was
recognized in the year ending June 30, 1997.

SCHEDULE 4.3(c)

Company will accrue or pay as of the Closing Date all of the federal, state and
local taxes not yet due at the time of this Agreement, but which will be owing
as of the Closing Date.

66
SCHEDULE 4.4

MATERIAL CHANGES

1. On October 3, 1997, the Company entered into an agreement with TRW
agreeing to participate in its rebate program and to review the possibility of
developing a stamping manufacturing facility in Tennessee during calendar year
1998.

2. The Company leased 2 Minster Presses and peripheral equipment and feeds
(see Schedule 2.4(a)).

3. Since May, 1997 the President and Chief Financial Officer, together
with their respective support staff have been intensively involved in the
preparation of materials to support a change in control of the Company. These
activities have been outside of the ordinary course of the business and have
seriously restricted the availability of these officers to attend to their
regular duties.

4. A new tooling line of credit has been established with Michigan
National bank for $3,500,000. Advances are based upon 75% of supplier interim
payment invoices to the Company. This debt is anticipated to be discharged at
closing.

5. Capital expenditures aggregating over $100,000 have been made in
gearing up for new jobs. The two new Minster presses installed that the New
Baltimore location had an aggregate cost of $1,800,000 with peripheral
equipment, all of which will be included in the lease arrangements with Michigan
National Bank. In addition, General Motors has instituted a new returnable
packaging program which has required extra ordinary initial investment by the
Company (prior to June 30, 1997).

6. The Company will pay the dividend accrued as of 6/30/97 in the amount
of $30,000. The Company retained the services of W.Y. Campbell & Company to
evaluate the marketability of the Company and paid it a fee of $50,000 for such
consultation. Additional services were performed by Berry Moorman P.C. in
conjunction with such evaluation. Since June 30,1997 the charge for such served
was approximately $18,380. The Company has also paid those bonuses which were
accrued as of June 30, 1997, which bonuses were consistent with past practices
of the Company.

7. As a result of the change of control contemplated by this Agreement, it
is anticipated that the Company will terminate its business relations with the
related companies: Midwest Products & Manufacturing and WRJ Manufacturing, Inc.
Such termination is likely to result in the inability of those entities to
pay-off the indebtedness owed by them to the Company.

8. It is anticipated that certain obligations of the Company to William H.
John will be offset against sums owing by William H. John to the Company and the
net balance owing to William H. John will be paid to him. The total amount owing
to Mr. John (other than for salary) is less than $100,000 before any setoffs.

9. The Company entered into the letter agreement of October 3, 1997 with
TRW as described in Schedule 4.2(a).

SCHEDULE 4.5

LEASES AND THIRD PARTY PROPERTY

1. The Master Lease with Michigan National Bank covering the two (2) Minster
Presses identified in Schedule 2.4(a) has a cross-default provision with
other financing through that Bank. The parties will seek the consent to the
continuation of the Lease notwithstanding the change of control of the
Company, as well as the deletion of the cross default and cross
collateralization provisions

2. See schedule of Hi-Lo, automobile and office equipment leases attached
hereto

3. Lease dated August 5, 1994 between the Company and John Realty Investments
Inc. regarding property located at 50911 Richard West Blvd., Chesterfield
Twp., Michigan, with Addendum

4. Lease dated June, 1993, between the Company and Marie Schena regarding
property located at 29303 Kehrig Dr., Chesterfield Twp., Michigan, with
Rider

5. Lease dated November 21, 1989 between William H. John, Trustee of the
William H. John Amended and Restated Revocable Trust u/a/d February 5, 1985
as amended, regarding property located at 28175 William Rosso Highway, New
Baltimore

6. Lease dated August 5, 1991 between the Company and James L. and Betty
L. Guy regarding property located at 2300 X-Celsior Drive, Oxford, Michigan

7. Michigan National Bank is the primary mortgagee of the facility at 28175
Win. Rosso Hwy and has a second mortgage on the property as collateral for
the Company's credit facility with that bank. The so called "MIG building"
just east of the main New Baltimore plant is being purchased on Land
Contract by William H. John, Trustee form Wamco Corporation. Seller
believes that the leased facilities in Oxford, the warehouse on Richard
West Boulevard and the TRW building in New Baltimore just to the northeast
of the main plan) are all subject to underlying mortgages which could
result in the ouster of the Company's occupancy if defaulted.

8. Most of the dies and tooling used by the Company belong to customers.

9. Certain employees may have their personal hand tools at the Company
facilities to assist in their jobs.

10. The scrap contractor has various containers belonging to it at the Company
plants to accommodate the removal of scrap.

11. The Company has numerous customer returnable containers at all of its
locations.

SCHEDULE 4.6

LIST OF CONTRACTS

1. Employment Agreement dated August 29, 1986 between the Company and William
H. John

2. Employment Agreement dated August 30, 1990 between the Company and Richard
Rossetti, as amended August 4, 1995

3. Employment Agreement dated February 15, 1994 between the Company and Vicki
L. Barnett

4. Employment Agreement dated April 3, 1990 between the Company and Richard D.
Murray, as amended by two page Amendment of Contract of Employment which
memorializes and confirms past dealings between the parties and relates to
Paragraph 3(a) of the Employment Agreement

5. Employment Agreement dated Nov. 1, 1991 between the Company and Thomas
Davis

6. Stock Purchase Agreement dated August 30, 1990 between William H. John
Revocable Trust u/a/d Feb. 8, 1990 and Richard Rossetti

7. Output Contract dated July 1, 1995 between the Company and Ferrous
Processing & Trading Co.

8. Other oral arrangements for purchase and removal of scrap entered into in
the ordinary course of business which are terminable upon 30 days notice or
less

9. Various service contracts with suppliers for servicing trash removal,
office equipment and computers, tool cleaning, waste oil removal,
landscaping and snow removal and similar services, all of which have been
entered into in the ordinary course of business and have terms less than
one year

10. The Company has a Split Dollar life Insurance Agreement with William H.
John which will be terminated at Closing

11. The Company has an oral agreement with General Motors to participate in its
steel resale program

12. The Company has a letter agreement with TRW dated Oct. 3, 1997 to
participate in its "rebate" program and to open a facility in Tennessee

13. The Company has agreements with General Motors, Active and Delphi to
grant price roll backs each year, which agreements have been or will be
provided to Buyer in writing on or before the expiration of the General
Investigation Period

14. The Company has purchase orders from all of its customers for all of its
current production. All such purchase orders from those customers listed
in Schedule 4.15 are in the forms which will be provided to Buyer within 7
days

15. The Company has current purchase orders outstanding for materials to be
supplied, dies and tools to be built and serviced, sub-contract work to be
performed and shipping contracts, all using form attached hereto

16. The Company has casualty, liability and workers compensation insurance,
hospitalization insurance, life and disability insurance, a defined
benefit plan, employee 401(k) profit sharing plan as set forth in other
schedules attached hereto

17. See collective bargaining agreements set forth in Schedule 4.1l(a)

18. Requirements Contact between the Company and Parkin Welding SPLS dated
July 1, 1996

19. Exclusive Service Agreement between the Company and Usher Oil dated July
1, 1996

20. Service Agreement between the Company and Sterling Sanitation, Inc.

21. Service/Supply Agreement between the Company and Mechanics Uniform Rental
Company effective October 22, 1992

22. Service/Supply Agreement between the Company and Cintas effective January
10, 1997

23. Service Agreement between the Company and J.R. Lawn Service expiring
October 31, 1997

24. Service/Supply Agreement between the Company and Tri-County Coffee Service
dated August 23, 1995

25. See leases described in Schedule 4.5

SCHEDULE 4.7

EMPLOYEE BENEFIT PLANS

1. The Company has the following welfare benefit programs for its
employees, but has not developed a formal plan in compliance with IRC Section.
79 to cover them nor has it provided qualifying summary plan descriptions to its
employees. (The Company has individual group plans with benefit summaries which
have been provided to the employees):

a. Group hospitalization insurance

b. Group life insurance

c. Group short-term disability insurance

2. The Company contributes to the Split Dollar Life Insurance Agreement
for William H. John.

3. The Company has a Salaried Employees' Defined Benefit Plan frozen as of
6/30/97. Summary Plan Descriptions for these plans were not issued on a timely
basis to the participants. Funding for the Defined Benefit Plan has been paid to
a "current" level, but will have an estimated shortfall of approximately
$375,000 if this Plan is terminated. Summary Plan Descriptions for the Defined
Benefit Plan were not issued on a timely basis to the salaried employees.

4. The Company has Salaried Employees' 401(k) Profit Sharing Plan and an
Hourly Employee 401(k) Profit Sharing Plan

SCHEDULE 4.8

COMPENSATION OF HIGHLY COMPENSATED EMPLOYEES

William H. John

Richard A. Rossetti

Richard Murray

Thomas Davis

Vicki Barnett

Jeffrey Brune

See attached detail of wages and memberships.

Bonuses Annual Salary Commissions
- --------------------------------------------------------------------------------------------------
1995 - Calendar Year l/1/95 to 12/31/95

Vicki Barnett $10,000.00 $81,922.71
Rick Rossetti $50,000.00 $226,442.22
Jeff Brune $20,000.00 $73,845.90
Tom Davis $0.00 $108,173.25
William John $0.00 $221,153.74 $454,770.00
Rick Murray $0.00 $223,865.70
- ---------------------------------------------------------------------------
TOTAL $80,000.00 $935,403.52 $454,770.00

1996 - Calendar Year 1/1/96 to 12/31/96

Vicki Barnett $20,000.00 $100,384.41
Rick Rossetti $118,000.00 $278,173.00
Jeff Brune $0.00 $88,338.08
Tom Davis $0.00 $124,038.66
William John $0.00 $249,999.88 $446,600.00
Rick Murray $0.00 $272,884.54
- ---------------------------------------------------------------------------
TOTAL $138,000.00 $1,113,818.57 $446,600.00

1997 - Calendar Year 1/1/97 to 09/21/97

Vicki Barnett $20,000.00 $77,735.34
Rick Rossetti $57,000.00 $227,403.78
Jeff Brune $10,000.00 $68,406.80
Tom Davis $0.00 $93,750.15 To date
William John $68,000.00 $119,499.91 $300,000.00
Rick Murray $0.00 $206,249.94
- ---------------------------------------------------------------------------
TOTAL $155,000.00 $793,045.92 $300,000.00

AB 10/16/97
74
SCHEDULE 4.9

EXCEPTIONS TO GOVERNMENTAL COMPLIANCE AND PENDING
PROCEEDINGS OR LITIGATION

1. State Regulations.

Seller is not aware of any state regulation or filing with which it may be
required to comply outside of the State of Michigan, but there may be some such
requirements of a non-material nature in states into which the Company ships
parts. The Company currently ships or within the past three (3) years has
shipped, parts into the following states:

Pennsylvania
Kentucky
Indiana
Michigan
Texas
California
Maryland
Wisconsin
Missouri
Virginia
Tennessee
Ohio
Louisiana
New Jersey

In 1997, the Company began shipping parts to Dana Corporation in Reading,
PA in February and to is plant in Elizabeth, KY in May, 1997. The number of
parts is escalating monthly to the anticipated level of $2.5 Million to $3.0
Million in each state annually. The terms of shipping are FOB their dock.
Accordingly, the Company should probably qualify to do business in each state in
1997.

2. Foreign Regulation.

Seller is not aware of any foreign regulation or filing with which it may
be required to comply outside of the United States, but there may be some such
requirements of a non-material nature in countries into which the Company ships
parts. The Company currently ships or within the past three (3) years has
shipped, parts into the following countries:

Canada
Mexico
Brazil

Page 2

SCHEDULE 4.9

3. Safe1y Regulation. No open violations.

4. Litigation and Administrative Proceedings

There are workers compensation claims pending against the Company which are
covered by worker's compensation insurance policies covering the periods when
such claims arose. A complete list of such claims has been provided to Buyer.

Richard M. McPherson v Production Stamping, Inc., Macomb County Circuit Court
Case No. 96-6191-NO, is a case by the employee of the Company's waste oil
removal contractor for injuries which he claims he sustained by slipping and
falling into a floor drain while performing his job for the Company. The case is
being defended by counsel designed by Zurich-American Insurance Group, the
Company's insurer at the time of the injury. Upon Circuit Court mediation, the
mediators awarded $140,0000 to the Plaintiff, which award was accepted by the
insurer for the Company. Plaintiff is attempting to obtain a waiver of
subrogation rights by the workers compensation carrier of Plaintiff's employer
which currently has a $125,000 claim. The Company is insured for public
liability coverage for this claim plus costs of defense. Both parties have
accepted the mediation award and are in the final stages of settlement.

5. Ms. Wafaa Hannah is a former employee who threatened to file a civil
rights based claim for discrimination on the basis of nationality. Outside
counsel has reached settlement with Ms. Hannah in the amount of $12,000. The
settlement agreement includes a fall release of liability, covenant not to sue,
a bar to future employment with the Company and a confidentiality requirement as
to the claim and all terms of the settlement.

Gayland Coles. Mr. Coles has filed a complaint with the Michigan Department
of Civil Rights on April 10, 1997. Mr. Coles claims that he has been subjected
to different treatment and a racially hostile atmosphere at work. Mr. Coles is
African-American and files his discrimination action on the basis of race. The
Company responded to the Michigan Department of Civil Rights letter dated April
29, 1997 on May 12, 1997 and has not heard any response as of October 14, 1997.

Dorothy Penzian. Ms. Penzian has retained an attorney and filed for a
mediation hearing under worker comp due to an injury which occurred in May of
1995. She claims that she hurt her hip sweeping floors. Her hearing is scheduled
for January 15, 1998. Zurich American Insurance is handling the claim.

76
Page 3 SCHEDULE 4.9

6. Union Grievances.

The following grievances are being processed by USWA local Union 4933:

a. In a grievance dated 10/3/97, Mr. Cecil Johnson stated that he had been
told he was too slow in the shipping and receiving department. He requests that
he be allowed to stay in Shipping and Receiving longer to learn the job and
become efficient.

b. In a grievance dated 10/2/97, Mr. Ronald Mazza cited contract language
that "overtime will be distributed based on department classification, seniority
and ability. . ." and stated that an employee with less seniority had worked six
(6) hours overtime and nobody had asked him to work that day. He requests
payment for six (6) hours overtime.

c. In a grievance dated 10/2/97, Mr. Randy Whitmore states an identical
complaint to that by Mr. Mazza and requests that he be paid six (6) hours
overtime.

SCHEDULE 4.10

WASTE HAULING COMPANIES

This list will be provided within 7 days of signing this Agreement.

SCHEDULE 4.10 (e)

ENVIRONMENTAL REPORTS

1. Phase I Environmental Assessment and Limited Suspect
Asbestos-Containing Materials Assessment of Industrial Property for 28225
William Rosso Hwy., Chesterfield Twp., Michigan dated November 27, 1995.

2. Environmental Site Assessment by Swanson Environmental Inc. dated
November 29, 1994 for property located at 2300 X-Celsior Dr., Oxford, Michigan.

79
SCHEDULE 4.11 (a)

COLLECTIVE BARGAINING AGREEMENTS

1. Agreement between Production Stamping, Inc. and United Steel Workers of
America AFL-CIO-CLC Local Union 4933 effective December 18, 1994 and terminating
December 19, 1997 for the Oxford hourly-rated bargaining unit.

2. Agreement between Production Stamping, Inc. and United Steel Workers of
America AFL-CIO-CLC Local Union 4933 effective February 20, 1996 and terminating
February 19, 1999 for New Baltimore hourly-rated bargaining unit.

80
SCHEDULE 4.11 (b)

LABOR AND EMPLOYMENT RELATIONS ACTIONS

1. One strike by the USWA about 6 1/2 years ago which lasted about 2
weeks.

2. Unfair labor practice proceedings have not been filed against the
Company. Various claims have been field by individuals alleging discrimination,
violation of the Whistle Blowers Act, or wrongful termination which have been
dismissed or settled for a nominal amount.

3. A wrongful termination grievance filed by James Clark went through
arbitration resulting in an award of re-instatement with full back wages. The
Company paid Mr. Clark full past wages for approximately one (1) year in
exchange for a termination of employment and waiver of claims.

4. Charles Mossner was terminated for work rule violations and filed a
grievance. Before the grievance was resolved he also filed a Whistle Blower suit
in Circuit Court. The Company reinstated him in the grievance and settled the
litigation for a portion of back wages in the amount of $1,500.

5. See Schedule 4.9 for various other claims filed against the Company.
Seller has also provided the Buyer with a report on various employee
circumstances which gives additional information on employee worker's
compensation claims covered by insurance.

6. There have been workers compensation claims covered by the Company's
insurance policy.

81
SCHEDULE 4.12

CONDITION OF ASSETS

1. As of June 30, 1997 there was $199,000 of service and obsolete
inventory. While there is little demand for the service inventory it is still
active. The obsolete inventory was approximately $43,000 of that amount and is
not likely to be sold.

2. There are items of tooling inventory in process and customer work in
process which will not be saleable until completed.

3. A number of dies and tools for inactive parts as well as incidental
equipment which are stored outside and would not be usable without refurbishing.

4. Several of the Company's presses are not in production and are being
stored. These presses would need to be reworked or re-furbished before they
could be placed in productive use.

5. A 400 ton Komatsu press was recently replaced in production. The press
is not in good working order and will probably be sold or used for applications
consistent with its present condition.

6. There is a Hobart robotic welder which is presently at Midwest Products
and which has been removed from production. It will have to be refurbished
before it is are usable.

82
SCHEDULE 4.12 (e)

BANK ACCOUNTS, DEPOSITS AND ACCOUNTS

BANK ACCOUNT # ACCOUNT TYPE

Michigan National Bank 6849100117 General
Michigan National Bank 6849100026 Payroll
Michigan National Bank 6816122219 Cash Collateral

SCHEDULE 4.13

PATENTS, TRADEMARKS, TRADENAMES AND LICENSES

1. The Company owns no patents.

2. The Company has explored the possibility of obtaining patent protection
for trailer hitch designs and for its central lubrication system, but decided
not to pursue them further.

3. The Company holds and/or utilizes the following names and identities:

- Production Stamping, Inc.
- PSI
- Production Systems International

4. The Company is duly licensed to utilize the various software products
which it uses by their manufacturers and/or licensors.

84
SCHEDULE 4.14

INSURANCE CONTRACTS

Blue Cross Group Hospitalization Insurance
Transgeneral Group Life and Short Term Disability
CIGNA - Property, General Liability and Automotive
CIGNA - Worker's Compensation Insurance
Split Dollar Life Insurance - Minnesota Mutual
Key Man insurance policy on Rick Rosetti - Minnesota Mutual
Three year claims deferred
Boiler and Machinery Policy - Hartford Steam Boiler Inspection and
Insurance Company through CIGNA
Umbrella Policy - CIGNA

85
SCHEDULE 4.15

CUSTOMERS AND SUPPLIERS

The information for this Schedule will be supplied within seven (7) days of
signing the Agreement.
86
SCHEDULE 4.17

LICENSES, PERMITS AND APPROVALS

The information for this Schedule will be supplied within seven (7)
days of signing the Agreement.

SCHEDULE 4.18

COMPETITIVE INTERESTS

1. William H. John as Trustee of the William H. John Revocable Trust directly or
indirectly leases property to the Company (See Schedule 4.5).

2. William H. John and his family have equity interests in the following
companies which act as subcontractors to the Company: Midwest Products &
Manufacturing, Inc., and WRJ Manufacturing, Inc.

3. The following Company employees have equity interests in the listed firms
which do business with the Company:
- David Pollack, an advanced project engineer, has an interest in D.
Michael Services, a tool and die shop.
- Ted Jones, Plant Manager leased out to Midwest Products, has a
vending company which does business with the Company.
- Dino ______, Warehouse Manager, owns an interest in Tiger Trucking
which acts as a carrier for the Company.

SCHEDULE 4.19

RELATED PARTY TRANSACTIONS

1. The dealings of the Company with Midwest Products and WRJ Manufacturing have
been on terms which are more favorable than those generally available in the
market. The Company has also placed equipment and staff at these companies to
assist in performing work for the Company.

2. The Company has entertained various purchasing agents and other customer
employees at golf outings, dinners and sporting events in the past.

3. The Company has made loans to both Midwest Products and WRJ Manufacturing to
assist their business. Some outstanding balances with those companies may not be
collectable if the Company ceases doing business with them.

4. The Company has made loans to William H. John from time to time and vice
versa. These are currently balances owing from the Company to Mr. John or his
affiliated companies and from Mr. John to the Company. On occasion the Company
has paid for non-material items on behalf of Mr. John which may not have been of
direct benefit to the Company.

AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Agreement") is entered
into this 11th day of November, 1997 by and between WILLIAM H. JOHN, Trustee of
the William H. John Restated Revocable Trust U/A/D 10/10/95, STORY S. JOHN,
Trustee of the Story S. John Amended and Restated Revocable Trust U/A/D 12/08/95
and MELVYN S. GOLDSTEIN, Trustee of the John Irrevocable Gift Trust U/A/D
12/29/94 (collectively "Seller") and PRODUCTION ACQUISITION INC. a Michigan
corporation (the "Buyer").

WITNESSETH:

WHEREAS, Seller and Buyer, have entered into that certain Stock
Purchase Agreement dated as of October 17, 1997 (the "Agreement") for the
purchase and sale of all of the outstanding stock of PRODUCTION STAMPING, INC.,
a Michigan corporation (the "Company") (all capitalized terms used herein and
not otherwise defined shall have the meaning given to them in the Agreement);

WHEREAS, at the time the Agreement was executed, the parties agreed
that certain Schedules to the Agreement would be modified and amended; and

WHEREAS, Seller and Buyer desire to amend the Agreement upon the terms
and conditions stated herein;

NOW THEREFORE, for valuable consideration and in consideration of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:

1. Schedules 4.1(a), 4.2(a), 4.2 (b)(i), 4.2(b)(ii), 4.3(b), 4.8,
4.10, 4.12, 4.14, 4.15, 4.17 and 4.19 to the Agreement are hereby deleted in
their entirety and Schedules 4.1(a), 4.2(a), 4.2(b)(i), 4.2(b)(ii), 4.3(b), 4.8,
4.10, 4.12, 4.14, 4.15, 4.17 and 4.18 which are attached hereto are hereby
substituted for and in place of said schedules as if the same were appended to
the Agreement at the time of execution.

2. Schedules 4.1(c) and 4.3(a) attached hereto are hereby added as
part of the Agreement as if originally included therein.

3. The parties hereto hereby acknowledge and agree that Exhibit A
attached hereto is the document referred to in the last sentence of Item C.3 of
Schedule 4.2(a).

4. Item 4 of Schedule 4.5 to the Agreement is hereby amended and
restated in its entirety to read as follows:

"4. Lease dated June 30, 1993 between the Company and Marie Schena
regarding property located at 29303 Kehrig Dr., Chesterfield Twp., Michigan with
Rider, as amended by extension dated May 27, 1997"

5. Item 14 of Schedule 4.6 to the Agreement is hereby amended and
restated in its entirety to read as follows:

"14. The Company has purchase orders from all of its customers for
all of its current production. Representative forms of
purchase orders from those customers listed in Schedule 4.15
are attached as Exhibit B to the Amendment to Stock Purchase
Agreement between the Seller and Buyer dated November _, 1997.
None of the outstanding purchase orders from those customers
listed in Schedule 4.15 are materially different from such
representative forms."

6. The first sentence of Section 4.3(a) of the Agreement is hereby
amended and restated in its entirety to read as follows:

"Seller shall make available to Buyer on or before November 7, 1997
the final balance sheets of Company for the period ending September
30, 1997 and the related statement of income for the same period (the
"September Financial Statements")."

7. The first sentence of the second paragraph of Section 4.5 of the
Agreement is hereby amended and restated in its entirety to read as follows:

"Except as set forth in Schedule 4.5, the Company's rights under all
real estate leasehold estates (the "Leased Real Estate") are not
subordinate to, or defeasible by, any lien or any prior
lease thereon."

8. Section 6.1(e) of the Agreement is hereby amended and restated in
its entirety to read as follows:

"(e) Except with respect to claims for indemnity pursuant to
Section 6.1(a)(x) hereof (which shall not be subject to the
limitations set forth in this Section 6. 1 (e)), Buyer shall not be
entitled to demand payment or otherwise enforce any claim for
indemnification or defense, or any right to setoff, under this Section
unless the total amount of Buyer's claims under this Section
(exclusive of any amounts recovered pursuant to Section 6.1(a)(x)
hereof) exceeds Two Hundred Fifty Thousand ($250,000) Dollars (the
"Floor"), in which event the Seller shall only be liable for such
claims in excess of the Floor."

9. Section 8.1(a) of the Agreement is hereby amended and restated in
its entirety to read as follows:

"(a) Buyer shall have the period from the date hereof until
November 14, 1997 (the "General Investigation Period"), within which
to complete a general purchase investigation reviewing the financial
and operating aspects of the proposed acquisition to satisfy itself as
to the viability of the same.

Buyer shall also have the period from the date hereof until
November 22, 1997 (the "Environmental Investigation Period") (which
date may be extended by Buyer until December 23, 1997 to the extent
reasonably required to complete the Phase II environmental Assessments
described below), within which to complete a purchase investigation
reviewing the environmental aspects of the proposed acquisition to
satisfy itself that it will have no liability as to the same. On or
before the expiration of the Environmental Investigation

Period, Buyer shall commission and complete, at Buyer's expense, a standard
Phase I environmental assessment of all premises leased by the Company,
conducted by Geraghty & Miller, together with those Phase II environmental
assessments of such premises as Buyer deems appropriate (the cost of such Phase
II environmental assessments, however, shall be shared equally between the Buyer
and the Seller). Such Phase I and Phase II environmental assessments shall be
collectively referred to herein as the "Environmental Assessments". Buyer shall
provide copies of the Environmental Assessments to Seller as soon as they are
available.

Buyer shall also have the period from November 14, 1997 until November
19, 1997 (the "Customer Investigation Period"), within which to complete a
purchase investigation reviewing the Company's relationships with its customers
and to satisfy itself as to the same.

The General Investigation Period, the Environmental Investigation
Period and the Customer Investigation Period are collectively referred to herein
as the "Investigation Periods". During the Investigation Periods, Seller shall
provide Buyer and its representatives full access during normal business hours
to all of the property, books and records of the Company (including, without
limitation, all hazardous, toxic or other waste investigations of all premises
owned, leased or used by the Company) and to permit Buyer and its
representatives to physically inspect all of the Company's assets and
facilities, to conduct the Environmental Assessments, to interview such
personnel of the Company as Buyer shall deem appropriate with prior notice of
the same to Seller, and to interview customers of the Company during the
Customer Investigation Period with Seller's prior consent. At any time prior to
the expiration of the General Investigation Period, Buyer shall have the
absolute right, in its sole discretion and for any reason whatsoever, to
terminate this Agreement by giving written notice thereof to Seller at the
address set forth herein. At any time prior to the expiration of the
Environmental Investigation Period, if Buyer is not satisfied with the
environmental aspects of the proposed acquisition for any reason, Buyer shall
have the absolute right, in its sole discretion, to terminate this Agreement by
giving written notice thereof to Seller at the address set forth above. At any
time prior to the expiration of the Customer Investigation Period, if Buyer is
not satisfied with the Company's relationships with its customers for any
reason, Buyer shall have the absolute right, in its sole discretion, to
terminate this Agreement by giving written notice thereof to Seller at the
address set forth above. In the event of any such termination, this Agreement
shall become null and void and neither party shall have any other or further
liability to the other hereunder. In the event that any of the Environmental
Assessments disclose any material environmental problems (the "Environmental
Problems"), and the Buyer has not agreed in writing to waive making any such
claim against the Seller with respect to such Environmental Problems on or
before the expiration of the Environmental Investigation Period, then in such
event the Seller shall also have the right to terminate this Agreement on or
before the expiration of the Environmental Investigation Period by written
notice thereof to Buyer within such period, in which event this Agreement shall
become null and void and neither party shall have any other or further liability
to the other hereunder (other than the sharing of the Phase II environmental
assessment costs as set forth above). In the event that the Buyer has agreed in
writing to waive making such claims against Seller, then in such event Buyer
shall indemnify, defend and hold the Seller, and its successors and assigns,
harmless from and against and with respect to any and all liabilities,
obligations, claims, damages and expenses (including, reasonable attorneys and
consultant fees) which Seller may incur solely in their capacity as shareholders
of the Company as a result of such Environmental Problems. In the event that

the Buyer has not so agreed to waive any such claim against the Seller
and in the event that the Seller does not so elect to terminate this
Agreement and the transactions contemplated by this Agreement are
consummated, then in such event Seller shall, jointly and severally,
indemnify, defend and hold the Buyer and the Company, and their
successors and assigns, harmless from and against and with respect to
any and all liabilities, obligations, claims, damages and expenses
(including, reasonable attorneys and consultant fees) which they may
incur as a result of such Environmental Problems, and Seller shall
waive making claim against the Buyer or the Company, or their
successors or assigns, with respect to such Environmental Problems
under any lease or other agreement with the Buyer or the Company.

In the event this transaction is consummated, the purchase
investigation contemplated hereby shall not diminish or replace the
reliance Buyer is placing on obtaining the representations, warranties
and indemnification provisions set forth in this Agreement."

10. Except as hereby amended, all of the terms and conditions of the
Agreement shall remain in full force and effect.

11. This Agreement may be executed in counterparts which, when taken as
a whole, shall constitute one completely executed agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Agreement as of the 11th day of November, 1997.

SELLER:

/s/William H. John
----------------------------
William H. John, Trustee

/s/Story S. John
----------------------------
Story S. John, Trustee

/s/ Melvyn S. Goldstein
----------------------------
Melvyn S. Goldstein, Trustee

BUYER:

PRODUCTION ACQUISITION INC.

By: /s/ David Woodward
------------------------
David Woodward
Its: Vice President

SCHEDULE 4.1a

OPERATIONS OUTSIDE OF MICHIGAN AND
OWNERSHIP OF OTHER EQUITY INTERESTS

1. See Schedule 4.9 for status of qualification to do business outside of
Michigan.

2. The Company owns 50% of the common stock of Sportswatch, Inc., a
Michigan corporation. Sportswatch, Inc. is the lessee of a suite at the Palace
of Auburn Hills, Michigan.

3. The Company currently has an option to purchase a lease interest in
certain dormant oil wells located in Clay County, Illinois. The Company has
never held legal title to the oil, gas, mineral or surface rights of the real
property upon which these oil wells are located. Any interest the Company
currently has in these oil wells shall be transferred to the Sellers on a quit
claim basis at or before the time of closing.

In addition, the Company's predecessor, Production Oil Company,
previously held title to certain oil leases and working interests in certain
other oil wells in Illinois which were transferred out of that entity to William
H. John, prior to the merger of Production Oil Company into the Company.

SCHEDULE 4.1(c)

Officers

William H. John Chairman and CEO
Richard A. Rossetti President and COO
Vicki L. Barnett Vice President-Finance
Richard Murray Vice President-Marketing
Jeffrey Brune Vice President-Manufacturing
Story S. John Secretary
Melvyn S. Goldstein Assistant Secretary

Sole Director

William H. John

SCHEDULE 4.2(a)

SECURITY INTEREST, LEASES AND

POSSIBLE CLAIMS ADVERSE CIRCUMSTANCES

A. Liens:

1. Michigan National Bank has been granted security interests in all
assets of the Company to secure its various credit lines to the Company. These
debts will be paid at the time of closing.

B. Leases:

1. Leases of Minster Presses from Michigan National Bank (see
Schedule 2.4(a))

2. Leases of various automobiles, copies of which have been
separately supplied to Buyers.

3. Leases of Hi-Lo equipment, copies of which have been separately
supplied to Buyer.

The above leases will continue as part of the Company's obligations
after the closing.

C. Possible Adverse Circumstances:

The following circumstances could have an adverse effect on the
ability of the Company to carry on its operations substantially as previously
conducted.

2. There is limited availability of skilled labor in areas where the
Company currently has its plants.

4. From past experience certain factors could have an adverse effect
on the Company, such as a rapid acceleration of material costs a substantial
downturn in annual vehicle sales, strikes at customer facilities and similar
items beyond the control of the Company.

5. The Company has entered into the "steel resale prograrn" with
General Motors. Under this program, General Motors negotiates a price with
certain steel suppliers to be the standard in making sales to its suppliers.
In order to stay on the bid list with GM, it is necessary for its stamping
suppliers to participate in the steel resale program. When the available
pricing for the steel in the open market is significantly below that of steel
resale program suppliers, the Company has taken advantage of this disparity by
purchasing certain steel in the open market. Thus far, the balance of such
open market purchases has not caused General Motors to protest this activity,
although the Company has not been required to undergo a steel resale program
audit by GM. Recently, however, GM has requested that the Company work toward
full participation in the steel re-sale program. GM has stated that if the
Company incurs increased steel costs at the resale program matrix costing
system, the Company will be allowed to pass through such increase in costs to
GM.

6. It is important that the proposed transaction be disclosed to the
Company's customers. There is a possibility that such customers will object to
the change of control. Such factors should be explored to the Buyers
satisfaction during the due diligence period. Active Manufacturing has placed
approximately $3,000,000 of work with the Company. Upon learning of the
Buyer's possible future involvement with the Company, it expressed concern as
it considers itself a direct competitor of the Buyer's affiliates.

SCHEDULE 4.3(a)

NONE

SCHEDULE 4.3(b)

POSSIBLE LIABILITIES OR OBLIGATIONS

1. Suit by Mcpherson for slip and fall liability for which Company is
insured by Zurich American Insurance Company (See Schedule 4.9).

2. Suit by Wafaa Hannah for alleged civil rights violation (see
Schedule 4.9).

3. Various Union grievances described in Schedule 4.9.

4. Various worker compensation claims covered by workers compensation
insurance. These claims are described in a summary of employee circumstances
prepared by the Company, a copy of which has been give to Buyer.

5. Results of payroll audit for year ending June 30, 1997 shows a
Company liability of $75,222 in premium due to Zurich-American Insurance Company
for workers compensation insurance. Since this amount was not known at time that
field work for the audited statement was completed, it was not accrued in that
statement. However, the liability for the previous year end adjustment was
recognized in the year ending June 30, 1997.

6. In the event that the Company ceases doing business with WRJ
Manufacturing and/or Midwest Products and Manufacturing after the closing of the
transaction contemplated by this Agreement, these suppliers may be unable to pay
their respective debts owing to the Company.

SCHEDULE 4.2(b)(i)

PROPERTY OWNED OR USED BY COMPANY

NOT AT COMPANY PREMISES.

1 200 Ton Minster Press with feed
1 150 Ton IOB Press
2 Pneumatic assembly machines
1 Tumbler
1 Salt spray cabinet
1 150 KVA welder
1 Computer
Dies and tooling belonging to the Company

2. 1 150 ton No. 9 Bliss press, straight side, SN T 33933 at the
Oxford Plant identified as Press S-24 belongs to Midwest.

3. The Company has an exhaust system, a computer and 2 Miller MIG
welders at WRJ Manufacturing, Inc., a related Company, which will be returned
upon request of the Company without costs other than rigging and transportation.

4. Purchased presses not yet delivered to Company:

1 Bliss 400 ton press at Universal Press (an equipment broker).
1 50 ton mechanical clutch press at Universal Press.

5. Vehicles utilized by officers and employees.

6. Inventory, WIP, tools, dies and fixtures as well as material
handling items at various sub-contractors and outside processors.

7. Presses and other equipment not currently in use, but owned by the
Company located at its premises.

8. Obsolete and service inventory at Industrial Packaging, Inc.,
Detroit, Michigan totaling $199,000 on the June 30, 1997 financial statement.

100

SCHEDULE 4.2 (b) (ii)

MATERIAL PROPERTY OWNED BY OR IN WHICH

THIRD PARTY HAS CLAIM

1. Sportswatch, Inc. -- Suite at Palace

2. 2 Minster Presses 400 Ton and 600 Ton Leased from Michigan
National Bank and peripheral equipment.

3. Tooling belonging to Customers

4. Leased vehicles, Hi-Los and office equipment per Schedule 4.2 (a).

5. Containers and related equipment owned by scrap contractor, but kept
at the Company to accommodate the sale and removal of scrap metal.

101

SCHEDULE 4.8

COMPENSATION AND MEMBERSHIPS OF HIGHLY

COMPENSATED EMPLOYEES

Memberships: Organization Annual Amt.
- ------------ ------------ -----------

William H. John Great Oaks Country Club $ 4,800
Muirfield Country Club 3,000
Detroit Athletic Club 3,145

Richard Murray Detroit Gold Club 4,140

Thomas Davis Great Oaks Country Club 2,340

Corporate Chematogan Big Shooters 25,000
Hunters Creek Club 5,564
-------
TOTAL $47,869

See attached detail of wages for Highly Compensated employees.

102

Bonuses Annual Salary Commissions
- -----------------------------------------------------------------------------------------------------
1995 - Calendar Year 1/l/95 to 12/31/95
- ----------------------------------------

Vicki Barnett $10,000.00 $ 81,922.71
Rick Rossetti $50,000.00 $226,442.22
Jeff Brune $20,000.00 $ 73,845.90
Tom Davis $0.00 $108,173.25
William John $0.00 $221,153.74 $454,770.00
Rick Murray $0.00 $223,865.70
- ---------------------------------------------------------------------------
TOTAL $80,000.00 $935,403.52 $454,770.00

1996 - Calendar Year 1/1/96 to 12/31/96
- ----------------------------------------

Vicki Barnett $ 20,000.00 $ 100,384.41
Rick Rossetti $118,000.00 $ 278,173.00
Jeff Brune $0.00 $ 88,338.08
Tom Davis $0.00 $ 124,038.66
William John $O.00 $ 249,999.88 $446,600.00
Rick Murray $0.00 $ 272,884.54
- -----------------------------------------------------------------------------
TOTAL $138,000.00 $ 1,113,88.57 $446,600.00

1997 - Calendar Year 1/1/97 to 09/21/97
- ----------------------------------------

Vicki Barnett $20,000.00 $ 77,735.34
Rick Rossetti $57,000.00 $ 227,403.78
Jeff Brune $10,000.00 $ 68,406.80
Tom Davis $0.00 $ 93,750.15 To date
William John $68,000.00 $ 119,499.91 $ 300,000.00
Rick Murray $0.00 $ 206,249,94
- -----------------------------------------------------------------------------
TOTAL $155,000.00 $ 793,045.92 $300,000.00

AB 10/16/97

103

SCHEDULE 4.10

WASTE HAULING COMPANIES

1. Garbage Disposal:

For Oxford, New Baltimore and Chesterfield Township:

Sterling Sanitation
48655 Gratiot Ave.
Chesterfield, MI 48047

(810) 999-1690

2. Waste Water and Waste Oil:

For Oxford and New Baltimore:

Usher Oil
9000 Roselawn Ave.
Detroit MI, 48204

(313) 934-7055

3. Scrap: Aluminum and Steel

For Oxford and New Baltimore:

Ferrous Processing
9100 John Kronk
P.O. Box 10166
Detroit N9 48210
(313) 582-2910

104

SCHEDULE 4.12

CONDITION OF ASSETS

2. There are items of tooling inventory in process and customer work
in process which will not be saleable until completed.

3. A number of dies and tools for inactive parts as well as incidental
equipment which are stored outside and would not be usable without refurbishing.

4. Several of the Company's presses are not in production and are being
stored. These presses would need to be reworked or re-furbished before they
could be placed in productive use.

5. A 400 ton Komatsu press was recently replaced in production. The
press is not in good working order and will probably be sold or used for
applications consistent with its present condition.

6. There is a Hobart 2 robotic welder which is presently at Midwest
Products and which has been removed from production. It will have to be
refurbished before it is usable.

7. The Company utilizes various leased items of equipment, vehicles
and hilo's as well as leased real estate to carry on its business as more
particularly identified in Schedule 4.5.

8. The Company utilizes a 150 ton No. 9 Bliss press, straight
side SN T 33933 at its Oxford plant as press S-24, which press belongs to
Midwest Products and Manufacturing.

105

SCHEDULE 4.15
-------------

CUSTOMERS AND SUPPLIERS
-----------------------

TEN LARGEST CUSTOMERS
---------------------

(Based upon 6/30/97 volumes)

CUSTOMER VOLUME
- -------- ------
GM $65,739,179
TRW 3,472,969
Dana 952,664
Libralter 714,397
Sota 370,619
Daiken 139,171
CKR 106,579
Cooper 80,025
Volvo 35,712
Trimag 32,074

TEN LARGEST SUPPLIERS
---------------------

(Based upon 6/30/97 volumes)

SUPPLIER VOLUME
- ------- ------

Ottawa $8,800,000
Kenwall 8,600,000
Heitman Steel 3,500,000
Lafayette 3,500,000
Cooper 2,700,000
James Steel and Tube 1,500,000
Cable Manufacturing 1,400,000
Decker 900,000
MNP Corporation 700,000
Fabristeel 300,000

106

SCHEDULE 4.14
-------------

INSURANCE CONTRACTS
-------------------

Blue Cross Group Hospitalization Insurance
Transgeneral Group Life and Short Term Disability
CIGNA - Property, General Liability and Automotive
CIGNA - Worker's Compensation Insurance
Split Dollar Life Insurance - Minnesota Mutual
Key Man insurance policy on Rick Rossetti - Minnesota Mutual
Three year claims deferred
Boiler and Machinery Policy - Hartford Steam Boiler Inspection and Insurance
Company through CIGNA
Umbrella Policy - CIGNA

The three (3) year history of claims has been or will be supplied to Buyer.

107

SCHEDULE 4.17
-------------

LICENSES, PERMITS AND APPROVALS
-------------------------------

There are no licenses, permits or approvals required by any federal,
state or local governments in connection with the operation of the Company's
businesses other than occupancy permits for the Company's occupancy of its
various leased facilities, which occupancy permits have been issued in each
instance.

General Motors and TRW have required the Company to meet certain
quality standards for its delivered parts to remain a supplier to those
customers. The Company has met all such standards as currently required and is
in the process of fulfilling QS9000 requirements in a timely manner.

108

SCHEDULE 4.18
-------------

COMPETITIVE INTERESTS
---------------------

1. William H. John as Trustee of the William H. John Revocable Trust directly or
indirectly leases property to the Company (See Schedule 4.5).

2. William H. John and his family have equity interests in the following
companies which act as subcontractors to the Company: Midwest Products &
Manufacturing, Inc., and WRJ Manufacturing, Inc.

3. The following Company employees have equity interests in the listed firms
which do business with the Company:
- David Pollack, an advanced project engineer, has an interest in D.
Michael Services, a tool and die shop.
- Ted Jones, Plant Manager leased out to Midwest Products, has a
vending company which does business with the Company.
- Dino Fortin, Warehouse Manager, owns an interest in Tiger Trucking
which acts as a carrier for the Company.

109

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT is entered into this
24th day of November, 1997, but effective as of November 14, 1997, by and
between WILLIAM H. JOHN, Trustee of the William H. John Restated Revocable Trust
U/A/D 10/10/95, STORY S. JOHN, Trustee of the Story S. John Amended and Restated
Revocable Trust U/A/D 12/08/95 and MELVYN S. GOLDSTEIN, Trustee of the John
Irrevocable Gift Trust U/A/D 12/29/94 (collectively "Seller") and PRODUCTION
ACQUISITION INC. a Michigan corporation (the "Buyer").

WITNESSETH:

WHEREAS, Seller and Buyer, have entered into that certain Stock
Purchase Agreement dated as of October 17, 1997, as amended on November 11,
1997, (the "Agreement") for the purchase and sale of all of the outstanding
stock of PRODUCTION STAMPING, INC., a Michigan corporation (the "Company") (all
capitalized terms used herein and not otherwise defined shall have the meaning
given to them in the Agreement);

WHEREAS, the parties agree that as of the date hereof the General
Investigation Period has expired without notice by Buyer of any termination by
Buyer of the Agreement; and

WHEREAS, Seller and Buyer desire to amend the Agreement upon the
terms and conditions stated herein;

NOW THEREFORE, for valuable consideration and in consideration of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:

1. Section 2.1 of the Agreement is hereby amended and restated
in its entirety to read as follows:

"The purchase price (the "Purchase Price") for the Shares shall be
equal to Forty Four Million Five Hundred Thousand ($44,500,000)
Dollars, less the amount of the Financed Debt (as hereinafter defined)
as of the Closing, and less the amount of the Termination Liability
(as hereinafter defined), which Purchase Price shall be increased or
decreased, as the case may be to the extent that the Combined
Debt/Equity Amount (as hereinafter defined) as of the Closing Date (as
hereinafter defined) is greater than or less than Fifteen Million Five
Hundred Forty Seven Thousand One Hundred Fifty Four ($15,547,154)
Dollars."

2. As of the effective date hereof the General Investigation Period
has expired and Buyer has not given notice to Seller of termination of the Stock
Purchase Agreement.

3. Except as hereby amended, all of the terms and conditions of the
Agreement shall remain in full force and effect.

110

4. This Amendment may be executed in counterparts which, when taken as
a whole shall constitute one completely executed agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Second
Amendment to Stock Purchase Agreement effective as of the 14th day of November,
1997.

SELLER:

/s/ William H. John
-----------------------------------
William H. John, Trustee

/s/ Story S. John
-----------------------------------
Story S. John, Trustee

/s/ Melvyn S. Goldstein
-----------------------------------
Melvyn S. Goldstein, Trustee

BUYER:

PRODUCTION ACQUISITION INC.

By: David Woodward
-------------------------------
David Woodward
Its: Vice President

111

THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO STOCK PURCHASE AGREEMENT, entered into this
8th day of December, 1997, is by and between WILLIAM H. JOHN, Trustee of the
William H. John Restated Revocable Trust U/A/D 10/10/95, STORY S. JOHN, Trustee
of the Story S. John Amended and Restated Revocable Trust U/A/D 12/08/95 and
MELVYN S. GOLDSTEIN, Trustee of the John Irrevocable Gift Trust U/A/D 12/29/94
(collectively "Seller") and PRODUCTION ACQUISITION INC. a Michigan corporation
(the "Buyer").

WITNESSETH:

WHEREAS, Seller and Buyer have entered into that certain Stock
Purchase Agreement dated as of October 17, 1997, as amended on November 11, 1997
and November 24, 1997 (the "Agreement") for the purchase and sale of all of the
outstanding stock of PRODUCTION STAMPING, INC., a Michigan corporation (the
"Company") (all capitalized terms used herein and not otherwise defined shall
have the meaning given to them in the Agreement);

WHEREAS, Seller and Buyer desire to further amend the Agreement upon
the terms and conditions stated herein;

NOW THEREFORE, FOR valuable consideration and in consideration of the
mutual covenants and agreements contained herein, the parties hereto agree as
follows:

1. Section 2.1 of the Agreement is hereby amended and restated in its
entirety to read as follows:

"The purchase price (the "Purchase Price") for the Shares shall be
equal to Forty Four Million Five Hundred Thousand ($44,500,000)
Dollars, less the amount of the Financed Debt (as hereinafter defined)
as of the Closing, and less the amount of the Estimated Termination
Liability (as hereinafter defined), which Purchase Price shall be
increased or decreased, as the case may be, to the extent that the
Combined Debt/Equity Amount (as hereinafter defined) as of the Closing
Date (as hereinafter defined) is greater than or less than Fifteen
Million Five Hundred Forty Seven Thousand One Hundred Fifty Four
($15,547,154) Dollars, and which Purchase Price shall be increased or
decreased, as the case may be, to the extent that the Final
Termination Liability (as hereinafter defined, is less than or greater
than the Estimated Termination Liability."

2. The following section is hereby added as Section 2.3(b)(iv) to the
Agreement:

"(iv) For purposes of the Closing Balance Sheet only, no liability
shall be reflected therein as a result of the termination of the Defined Benefit
Plan (as hereinafter defined), except to the extent such liability was already
reflected in the June 30, 1997 financial statements of the Company."

3. Section 2.4(b)(iv) of the Agreement is hereby deleted in its
entirety.

112

4. The following section is hereby added as Section 2.5 to the
Agreement:

"2.5 Defined Benefit Plan.

(a) The Sellers hereby agree to start terminating the Company's defined
benefit pension plan (the "Defined Benefit Plan") on or before the Closing Date
(including causing the adoption of board resolutions terminating the Defined
Benefit Plan effective as of March 31, 1998), and, after Closing, Sellers shall,
at their expense, take all actions as may be necessary to terminate the Defined
Benefit Plan effective as of March 31, 1998, to timely obtain all necessary
governmental approvals with respect thereto, to timely provide all notices with
respect thereto, and to timely make all necessary distributions therefrom,
except that the Company shall be responsible at its own expense for providing
termination notice to its employees and proper employee information as may be
required to terminate the Defined Benefit Plan as well as for the amount of any
contributions to the Defined Benefit Plan which may be required to satisfy the
underfunding liability.

(b) Following the termination of the Defined Benefit Plan and
completion of the final distributions thereunder:

(i) in the event that the Final Termination Liability is
greater than the Estimated Termination Liability, then in such event
the Sellers shall promptly pay to the Purchaser the amount by which
such Final Termination Liability is greater than the Estimated
Termination Liability, and, in addition, the Purchaser shall have all
of its rights and remedies under Section 6.1(a)(x) hereof; or

(ii) in the event that the Final Termination Liability is less
than the Estimated Termination Liability, then in such event the
Purchaser shall promptly pay to the Sellers the amount by which such
Final Termination Liability is less than the Estimated Termination
Liability.

(i) "Estimated Termination Liability" shall mean Two Hundred Eighty
Four Thousand Five Hundred Twenty Eight and 00/100 ($284,528.00) Dollars, which
represents that amount which the parties mutually agree to be equal to the
estimated reasonable cost to the Company of the underfunded liability as a
result of the termination of the Defined Benefit Plan (including, without
limitation any excise tax, assessment, penalty or interest with respect
thereto), after taking into consideration an estimate of any net tax benefit to
the Company as a result of the payment of such amount as an expense of the
Company.

(ii) "Final Termination Liability" shall mean that amount which the
parties mutually agree to be equal to the final cost to the Company of the
underfunded liability as a result of the termination of the Defined Benefit Plan
(including, without limitation any excise tax, assessment, penalty or interest
with respect thereto), after taking into consideration any net tax benefit to
the Company as a result of the payment of such amount as an expense of the
Company."

113

5. The following is hereby added as Section 6.I(a)(viii) to the
Agreement:

"(viii) any claim, obligation or liability resulting from the following
lawsuits (the "New Lawsuits"):

(a) Kim Harlan v Production Stamping, Inc. and Orlando
Devell Wright, Macomb County Circuit Court, 97-5725-CZ.

(b) Management Recruiters of Lansing v Production Stamping,
Inc., Oakland County Circuit Court, 97-001286-CK.

(c) Gayland Coles v William Austin as agent for Production
Stamping, Inc. U.S. District Court for the Eastern
District of Michigan, 97-75820.

6. Section 6.1(a)(x) of the Agreement is hereby amended and
restated in its entirety as follows:

"(x) any obligation or liability to, or claim by, the
Internal Revenue Service, the Pension Benefit Guaranty Corporation or
any other party that the Final Termination Liability is greater than
the Estimated Termination Liability, and any other claims, obligations
or liabilities relating to or with respect to the Defined Benefit
Plan; or"

7. The Company's equipment referenced in paragraph 1 of Schedule
4.2(b)(i) of the Agreement, which is currently located at the premises of
Midwest Products and Manufacturing, Inc., shall be delivered to Buyer, at a
location specified by Buyer, within sixty (60) days of the Company's written
request for the same.

8. The Company's exhaust system referenced in paragraph 2 of Schedule
4.2(b)(i) of the Agreement, which is currently located at the premises of WRJ
Manufacturing, Inc., shall be delivered to Buyer, at a location specified by
Buyer, within sixty (60) days of the Company's written request for the same.

9. The Stamping Press belonging to Midwest Products and Manufacturing,
Inc. which is located at the Company's facility in Oxford, Michigan as described
in Schedule 4.2(b)(i) of the Agreement shall be delivered to its owner at a
location specified in the notice within sixty (60) days of the owner's written
request for the same.

10. The costs of delivery for the Company's equipment as described in
Sections 7 and 8 of this Amendment and of the equipment of Midwest Products and
Manufacturing as described in Section 9 of this Agreement shall be borne
entirely by the entities currently in possession of the equipment with the
exception of costs for rigging and transportation of such equipment.

11. The environmental reports described on the list attached hereto as
Exhibit A, are the "Environmental Assessments" for the purposes of Sections 4.10
and 8.1 of the Agreement. The Environmental Assessments, as described in the
list attached hereto, have disclosed no Environmental Problems, as defined in
section 8.1(a) of the Agreement.
114
12. The Company hereby transfers any right, title or interest which it
may have in and to the memberships currently used by William H. John at the
Detroit Athletic Club, Great Oaks and Muirfield (the "Memberships") to William
H. John, and that, for the purposes of the Closing Balance Sheet, no asset value
or equity shall be reflected on the Company's books and records for the
Memberships. The Company shall nevertheless be responsible for any outstanding
charges owing as of the Closing Date in connection with such memberships and
William H. John has the right to decline such transfer.

13. With respect to the New Lawsuits, the parties hereto hereby agree
that the same may be defended by Berry Moorman P.C., and/or Melvyn S. Goldstein,
P.C. and that all costs, expenses and liabilities of the Company in connection
therewith shall be applied to the Floor, and that the Sellers shall indemnify
the Purchaser in accordance with the provisions of Section 6.1(a)(viii) hereof
to the extent that such costs, expenses and liabilities (together with any other
indemnifiable claims under the Agreement) exceed the Floor.

14. Seller hereby directs the Buyer to withhold the One Million
($1,000,000) Dollar escrow amount from the portion of the Closing Payment due to
William H. John, Trustee of the William H. John Restated Revocable Trust u/a/d
10/10/95, for deposit with the Escrow Agent pursuant to the Escrow Agreement.
Accordingly, the parties hereto hereby agree that any disbursement to the Seller
under the Escrow Agreement shall be made solely to William H. John, Trustee of
the William H. John Restated Revocable Trust u/a/d 10/10/95.

15. Upon Seller's delivery of a written request to Buyer on or before
December 20, 1997, Buyer hereby agrees to cause the Company to assign to Seller
(or its designee) any option which the Company may have to purchase the premises
located at 2300 X-Celsior Drive, Oxford, Michigan pursuant to that certain
Lease, Addendum and Option to Purchase dated August 5, 1991 and Amendment dated
May 10, 1995, subject to obtaining the prior written consent of James and Betty
Guy. In the event of such assignment, and in the event that the Seller (or its
designee) exercises such option to purchase and purchases the premises from
James and Betty Guy, then in such event the Seller (or its designee) shall
agree, and the Buyer shall cause the Company to agree, to amend the Lease for
such premises to provide for the following terms:

a. Continue all the terms and conditions of the Lease for
said premises except as provided in this Section 15.

b. Extend the existing term of the Lease (which currently
expires on March 31, 2000) to March 31, 2005, at the following monthly
rental rates:

4/1/97 to 3/31/98 $30,578.04 per month ($5.95 p.s.f.)
4/1/98 to 3/31/99 $32,119.79 per month ($6.25 p.s.f.)
4/1/99 to 3/31/00 $33,661.54 per month ($6.55 p.s.f.)
4/1/00 to 3/31/01 $34,997.73 per month ($6.81 p.s.f.)
4/1/01 to 3/31/02 $36,076.95 per month ($7.02 p.s.f.)
4/1/02 to 3/31/03 $37,156.18 per month ($7.23 p.s.f.)
4/1/03 to 3/31/04 $38,235.40 per month ($7.44 p.s.f.)
4/1/04 to 3/31/05 $39,417.41 per month ($7.67 p.s.f.)

115

c. Provide the Company with an option to extend the term of
the Lease for a period of five (5) years commencing April 1, 2005
through March 31, 2010, at the following monthly rental rates:

4/1/05 to 3/31/06 $40,599.42 per month ($7.90 p.s.f.)
4/1/06 to 3/31/07 $41,832.82 per month ($8.14 p.s.f.)
4/1/07 to 3/31/08 $43,066.22 per month ($8.38 p.s.f.)
4/1/08 to 3/31/09 $44,351.01 per month ($8.63 p.s.f.)
4/1/09 to 3/31/10 $45,687.19 per month ($8.89 p.s.f.)

d. The Landlord shall agree to keep in good order and repair
the roof and the four (4) outer walls of the premises, but Tenant shall
be responsible for all other repairs and maintenance to the building
including, but not limited to, the routine maintenance of the roof
(such as leaf, ice and debris removal, re-tarring of the flashing and
seams around any protrusions through the roof and the like) and Tenant
shall be responsible for the maintenance of the doors, door frames, the
window glass, window casing, window frames, windows or any of the
appliances or appurtenances of said doors or window casing, window
frames and windows or any attachment thereto or attachments to said
building or premises used in connection therewith. Tenant shall also be
responsible for repairs and/or replacements required as a result of any
damage caused to the premises by the Tenant, normal wear and tear
excepted.

e. In the event of an assignment by James and Betty Guy to
Seller (or its designee), and in the event that the Seller (or its
designee) exercises the option to purchase and purchases the premises
from James and Betty Guy, then in such event the Seller (or its
designee) shall agree, to enter into the Lessor's Acknowledgment and
Subordination Agreement provided by Comerica Bank in the form attached
hereto as Exhibit B.

f. In the event that the Seller (or its designee) does not
exercise such option to purchase the premises from James and Betty Guy,
then in such event this Section 15 of the Third Amendment to Purchase
Agreement shall become void and of no force or effect.

16. Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Agreement.

17. Except as hereby amended, all of the terms and conditions of the
Agreement shall remain in full force and effect.

18. This Amendment may be executed in counterparts which, when taken as
a whole, shall constitute one completely executed agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Third
Amendment to Stock Purchase Agreement as of the day first written above.

SELLER:

William H. John
--------------------------------
William H. John, Trustee

116

Story S. John
------------------------------
Story S. John, Trustee

Melvyn S. Goldstein
------------------------------
Melvyn S. Goldstein, Trustee

BUYER:

PRODUCTION ACQUISITION INC.

By: Daryl Woodward
-------------------------
Its: Vice President
-------------------------

117

EXHIBIT A

ENVIRONMENTAL ASSESSMENTS

1. Phase I Environmental Site Assessment by Geraghty & Miller dated
December 5, 1997 for property located at 28175 and 28225 William Rosso
Highway and 28335 Kehrig Drive, New Baltimore, Michigan.

2. Phase I Environmental Site Assessment by Geraghty & Miller dated,
December 5, 1997 for the property located at 2300 X-Celsior, Oxford,
Michigan.

3. Phase II completed by Geraghty & Miller dated December 5, 1997 for
property located in New Baltimore, Chesterfield Township, Michigan.

4. Phase II Environmental Evaluation completed by Geraghty & Miller dated
December 5, 1997 for property located at 2300 X-Celsior, Oxford,
Michigan.

5. Environmental Evaluation, by Geraghty & Miller, dated December 3, 1997,
for property located at 50911 Richard W. Boulevard, Chesterfield,
Michigan.

118

EXHIBIT B

LESSOR'S ACKNOWLEDGMENT AND SUBORDINATION

As of December _, 1997 the undersigned, __________, LESSOR, under the terms of
a Lease, a copy of which is attached hereto ("Lease"), acknowledges that,
Production Stamping, Inc. (formerly known as Production Acquisition Inc.),
LESSEE, has or will receive from Comerica Bank ("Bank") certain credit
accommodations, including the guaranty of a Leasehold Mortgage of the LESSEE'S
interest under the Lease.

NOTICE - LESSOR agrees to notify Bank in writing (at the address specified below
or at any other address given by Bank in writing to Lessor) not less than thirty
(30) days before commencing any proceedings or otherwise taking any action to
terminate the Lease or to enforce its remedies thereunder.

SUBORDINATION - LESSOR agrees that all of Lessee's machinery, equipment,
inventory, fixtures or other property ("Lessee's Property") which may be located
on the 'eased premises shall remain the personal property of the Lessee and
shall not become a fixture or part of the realty notwithstanding anything that
may be implied by law from the mode of attachment, installation or otherwise.
LESSOR hereby consents to the Leasehold Mortgage and further agrees that any
lien or security interest LESSOR may claim against any of Lessee's Property is
subordinated to any lien or security interest now or subsequently held by Bank
in any of such property.

LIMITED RIGHT OF ENTRY - LESSOR acknowledges that, notwithstanding any
noncompliance with or default by LESSEE under the Lease, the Bank shall have the
limited right to enter into and remain in possession of the leased premises for
a reasonable period not to exceed ninety (90) consecutive days for the purpose
of enforcing its liens and security interests in Lessee's Property, including
the sale and/or detachment and/or removal from the leased premises of such
property. Bank shall pay to LESSOR, on a weekly basis in advance (pro rata,
depending on the number of days Bank is in possession), the current monthly rent
accruing under the Lease during the period while Bank is in possession of the
leased premises. Bank shall have no responsibility whatsoever for any back rent
or other obligations which have accrued under the Lease prior to Bank's entry
into possession under this paragraph.

NO ASSUMPTION - LESSOR further agrees that Bank's rights have been given for
security purposes only, and that unless and until Bank agrees expressly and in
writing to do so, Bank shall have no obligations whatsoever under the Lease.

ADDRESS OF LEASED PREMISES: LESSOR:

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

By:
- -------------------------- ----------------------
Its:
----------------------

ACKNOWLEDGMENT OF LESSEE: BANK'S ADDRESS
PRODUCTION STAMPING, INC.,
(formerly known as
Production Acquisition Inc.) Comerica Bank
39200 Six Mile Road
By: Livonia, Michigan 48152
----------------------- ATTENTION: Commercial and
Its: Real Estate Loan Documentation,
----------------------- MC7578