<PAGE>


                          GRANT OF SECURITY INTEREST IN
                              INTELLECTUAL PROPERTY


THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY made as of May 31, 2001
(the "Agreement") by each of the entities identified on the signature pages
hereof as Grantor (each "Grantor") and Hilco Capital LP (the "Lender") under the
Financing Agreement referred to below.


                              W I T N E S S E T H:


WHEREAS the Lender and, as joint and several obligors, Harvard Industries, Inc.,
Doehler-Jarvis, Inc., Harvard Transportation Corporation, Doehler-Jarvis
Greeneville, Inc., Pottstown Precision Casting, Inc., Harvard Industries Risk
Management, Inc., Doehler-Jarvis Toledo, Inc., Harman Automotive, Inc.,
Hayes-Albion Corporation, and KWCI Liquidating Corporation (the "Companies")
and, as Guarantors, Trim Trends Canada Limited and 177192 Canada Inc. (the
"Guarantors") have entered into a Financing Agreement of even date herewith (the
"Financing Agreement"); and

WHEREAS the Financing Agreement provides (i) that the Lender will, on the terms
and subject to the conditions set forth therein, make a term loan to the
Companies, and (ii) for Grantor to grant to the Lender a security interest in
certain of Grantor's assets, including, without limitation, its copyrights,
patents, patent applications and/or registrations, trademarks, trademark
applications and/or registrations, tradenames, goodwill and licenses, all as
more fully set forth therein;

NOW, THEREFORE, in consideration of the premises set forth herein and for other
good and valuable consideration, receipt and sufficiency of which is hereby
acknowledged, Grantor agrees as follows:

                             ARTICLE 1: DEFINITIONS

1.01.    Definitions. Unless otherwise specifically defined herein, capitalized
         terms used herein shall have the meanings set forth in the Financing
         Agreement.

         "Copyright License" means any written or unwritten agreement, naming
         Grantor as licensor or licensee, granting any right under any
         Copyright.

         "Patent License" means all agreements, whether written or oral,
         providing for the grant by or to Grantor of any right to manufacture,
         use or sell any invention covered by a Patent.

         "Trademark License" means any agreement, written or oral, providing for
         the grant by or to Grantor of any right to use any Trademark.


<PAGE>


                     ARTICLE 2: GRANT OF SECURITY INTEREST

2.01.    Grant of Security Interest. As security for the prompt payment in full
         of all Obligations, Grantor hereby pledges and grants to the Lender a
         security interest, effective immediately, in all of Grantor's right,
         title and interest in and to all of the following described property,
         whether now owned or hereafter acquired (collectively herein the "IP
         Collateral"):

         (a)      all Patents, including, without limitation, the patents and
                  applications, listed on (1) Schedule A and (2) Schedule
                  Foreign Patents attached hereto and made a part hereof along
                  with any and all (i) inventions and improvements described and
                  claimed therein, (ii) any and all reissues and renewals,
                  divisions, continuations, extensions and continuations-in-part
                  thereof, (iii) all income, royalties, damages and payments now
                  and hereafter due and/or payable in connection therewith,
                  including, without limitation, damages and payments for past,
                  present or future infringements thereof, and (iv) rights to
                  sue for past, present or future infringements thereof (all of
                  the foregoing are sometimes hereinafter individually and/or
                  collectively referred to as the "Patent Collateral");

         (b)      all Trademarks, including federal, state and common law
                  trademark registrations and/or applications and tradenames
                  including, without limitation, the trademarks and
                  applications, if any, listed on (1) Schedule B and (2)
                  Schedule Foreign Trademarks attached hereto and made a part
                  hereof along with any and all (i) reissues and/or renewals
                  thereof, and (ii) all income, royalties, damages and payments
                  now and hereafter due and/or payable in connection therewith,
                  including, without limitation, damages and payments for past,
                  present or future infringements thereof and rights to sue for
                  past, present or future infringements thereof (all of the
                  foregoing are sometimes hereinafter individually and/or
                  collectively referred to as the "Trademark Collateral");

         (c)      all Copyrights, including, without limitation, registrations,
                  recordings and applications in the United States Copyright
                  Office, including, without limitation, any thereof referred to
                  in Schedule C attached hereto;

         (d)      any Copyright License, Patent License or Trademark License,
                  including, without limitation, such licenses, if any, listed
                  on Schedule D attached hereto and made a part hereof along
                  with (i) any renewals, extensions, supplement and
                  continuations thereof, (ii) all income, royalties, damages and
                  payments now and hereafter due and/or payable in connection
                  therewith, including, without limitation, damages and payments
                  for past, present or future breaches thereof, (iii) rights to
                  sue for past, present or future breaches thereof, and (iv) any
                  other rights to use, exploit or practice any or all of the
                  patents, trademarks or copyrights pertaining thereto (all of
                  the foregoing are sometimes referred to herein individually
                  and/or collectively as the "License Collateral");



                                      -2-
<PAGE>


         (e)      all goodwill of Grantor's business connected with and
                  symbolized by the Trademarks and other general intangibles,
                  including, without limitation, know-how, trade secrets,
                  customer lists, proprietary information, inventions, methods,
                  procedures and formulae;

         (f)      all cash and non-cash proceeds of the foregoing described in
                  clauses (a) through (e), and, to the extent not otherwise
                  included, any

                    (i)   payments under any insurance, indemnity, warranty or
                          guarantee or letter of credit payable with respect to
                          any of the foregoing described in clauses (a) through
                          (e);

                   (ii)   payments (in any form whatsoever) made or due and
                          payable to Grantor from time to time in connection
                          with any requisition, confiscation, condemnation,
                          seizure or forfeiture of all or any part of any of
                          the foregoing described in clauses (a) through (e) by
                          any Governmental Authority (or any person acting under
                          color of a Governmental Authority);

                  (iii)   instruments representing obligations to pay amounts
                          in respect of any products of any of the foregoing
                          described in clauses (a) through (e); and

                   (iv)   other amounts from time to time paid or payable under
                          or in connection with any of any of the foregoing
                          described in clauses (a) through (e).

         (g)      all books, records, ledger cards, files, correspondence,
                  computer programs, tapes, disks, and related data processing
                  software (owned by Grantor or in which it has an interest)
                  that at any time evidence or contain information relating to
                  any IP Collateral or are otherwise necessary or helpful in the
                  use thereof, collection thereof or realization thereupon.

         (h)      to the extent not otherwise included in the foregoing, all
                  General Intangibles; Grantor and the Lender hereby acknowledge
                  and agree that the security interest created hereby in the IP
                  Collateral (i) constitutes continuing collateral security for
                  all of the Obligations, whether now existing or hereafter
                  arising, (ii) is not to be construed as an assignment or
                  license of any IP Collateral, and (iii) shall remain in full
                  force and effect until the termination of the Commitments and
                  the full, final and indefeasible payment and performance of
                  the Obligations.

2.02.    The Lender's Rights as Secured Party. Upon the occurrence of any Event
         of Default, the Lender shall have all the rights and remedies of a
         secured party under the UCC and any other applicable state or federal
         laws. If any Event of Default or if a Default consisting of a failure
         of payment of a kind referred to in Paragraph 10.1(g) of the Financing
         Agreement (a "Payment Default") occurs and is continuing, then on ten
         (10) days' prior notice to Grantor, without the curing of such default
         within such



                                      -3-
<PAGE>


         time, the Lender may, without demand of performance, advertisement or
         notice of intention to sell, or of the time or place of sale, and
         without notice to redeem, or other notice or demand whatsoever
         (including those referred to in section 5.12 hereof) to or upon Grantor
         (all and each of which demands, advertisements and/or notices are
         hereby expressly waived by Grantor), forthwith or at any time or times
         thereafter

         (a)      transfer to and/or register in the Lender's name, or the name
                  of the Lender's nominee, any or all of the IP Collateral
                  and/or collect, receive, appropriate and realize upon said IP
                  Collateral;

         (b)      sell, assign, transfer and deliver to any other person all
                  right, title and interest in and to all or any part of the IP
                  Collateral then held by the Lender under this Agreement or
                  subject to this Agreement.

         (c)      Grantor agrees that any notice of sale, disposition, or other
                  intended action by the Lender that may be required by
                  applicable law, if sent to Grantor at least ten (10) days
                  prior to such action shall constitute reasonable notice to
                  Grantor. Notwithstanding anything to the contrary elsewhere in
                  this Agreement, if the Obligations are declared or
                  automatically become immediately due and payable pursuant to
                  Paragraph 10.2 of the Financing Agreement, in connection with
                  an Event of Default, the rights and remedies of the Lender
                  provided for herein, including, without limitation, your
                  rights to exercise the powers granted to the Lender in the
                  power of attorney included in the Financing Agreement and this
                  Agreement, shall continue and shall not cease to be effective
                  until the full, final and indefeasible payment of all the
                  Obligations, regardless of whether such Event of Default is
                  subsequently remedied.

2.03.    Power of Attorney. Grantor hereby confirms the power of attorney that
         it has granted to the Lender in Paragraph 9.1 of Section 9 of the
         Financing Agreement and Grantor confirms that the Lender, or any person
         or agent designated by the Lender may, as Grantor's attorney-in-fact
         thereunder, at Grantor's cost and expense, exercise all of the powers
         there granted to the Lender with respect to the IP Collateral as well
         as each of those set forth below:

         (a)      to perform or cause the performance of any obligation of
                  Grantor hereunder;

         (b)      to liquidate any IP Collateral and otherwise to deal in or
                  with the IP Collateral or the proceeds or avails thereof, as
                  fully and effectually as if the Lender were absolute owner
                  thereof, and to apply the proceeds thereof to payment of the
                  Obligations, notwithstanding the fact that such liquidation
                  may give rise to penalties;

         (c)      to transmit to any persons indebted on any IP Collateral
                  notice of the Lender's interest therein and to notify any
                  persons indebted on any IP Collateral to make payment directly
                  to the Lender for Grantor's account and receive and



                                      -4-
<PAGE>


                  give acquittance and receipts for moneys due and to be come
                  due under or in respect of any of the IP Collateral;

         Notwithstanding anything hereinabove contained to the contrary, the
         powers set forth in (b) and (c) above may only be exercised after the
         occurrence of an Event of Default and until such time as such Event of
         Default is waived in writing by the Lender. Grantor hereby ratifies and
         approves all of the Lender's acts taken pursuant to the foregoing
         appointment, other than acts constituting gross negligence or willful
         misconduct, and the Lender, as Grantor's attorney-in-fact, will not be
         liable for any acts of commission or omission, or for any error of
         judgment or mistake of fact or law, other than those that constitute
         gross negligence or willful misconduct on the part of the Lender.
         Grantor agrees that, in the event the Lender exercises its rights
         hereunder and/or pursuant to said power of attorney in accordance with
         its terms, after written notification of such exercise from the Lender
         to Grantor, Grantor shall never thereafter, without the prior written
         authorization of the owner or owners of such IP Collateral, use any of
         such IP Collateral. The condition of the foregoing provision is such
         that unless and until there occurs an Event of Default, Grantor shall
         continue to own and use the IP Collateral in the normal course of its
         business and to enjoy the benefits, royalties and profits therefrom;
         provided, however, that from and after the occurrence of an Event of
         Default such right will, upon the exercise by the Lender of the rights
         contemplated in this Agreement (including those provided for in any
         other Loan Document or by applicable law), be revoked and the right of
         Grantor to enjoy the uses, benefits, royalties and profits of said IP
         Collateral will wholly cease, whereupon the Lender or its transferee(s)
         shall be entitled to all of Grantor's right, title and interest in and
         to the IP Collateral hereby so assigned. This Agreement will not
         operate to place upon the Lender any duty or responsibility to maintain
         the IP Collateral.

                              ARTICLE 3: COVENANTS

3.01.    Filings to Confirm Perfection of Security Interest. On a continuing
         basis, Grantor shall, at its sole cost and expense, make, execute,
         acknowledge and deliver, and file and record in the proper filing and
         recording offices, all such instruments or documents, including,
         without limitation, appropriate UCC financing and continuation
         statements and collateral agreements and the notices attached as
         Schedules A, B and C hereto, and take all such action as may be deemed
         necessary by the Lender to carry out the intent and purpose of this
         Agreement, to assure and confirm to the Lender the grant or perfection
         of a first priority security interest in the IP Collateral, and to
         enable the Lender to exercise and enforce its rights and remedies
         hereunder with respect to any IP Collateral. Notwithstanding the
         foregoing, Grantor's obligations to record Lender's security interest
         in any Patent or Trademark application or registration or any
         application or registration for Copyrights shall apply only to (a)
         those U.S. and Canadian Patent and Trademark applications and
         registrations listed in (1) Schedule A and Schedule B, (2) future
         applications for Patents and Trademarks and applications or
         registrations for Copyrights, in each case, that are useful in the
         business of Grantor or any other direct or indirect subsidiary of
         Harvard, and (3) Patents and Trademarks listed on the Schedule Foreign
         Patents or Schedule Foreign Trademarks, if such Patent or Trademark is
         necessary for the



                                      -5-
<PAGE>


         operation of any material portion of the business of Harvard or any of
         its direct or indirect subsidiaries.

3.02.    Fees. Grantor shall pay all filing fees with respect to the security
         interest created hereby which the Lender may deem necessary or
         advisable in order to perfect and maintain the perfection of its
         security interest in the IP Collateral.

3.03.    Applications and Preservation of IP Collateral. Grantor shall
         diligently prosecute all applications for Patents or Trademarks now or
         hereafter pending the registration of which would be necessary to any
         material portion of the business of Grantor, and shall do all acts
         necessary to preserve and maintain all rights in the IP Collateral
         necessary for the operation of any material portion of Grantor's
         business. Any and all costs and expenses incurred in connection with
         any such actions shall be borne by Grantor. Grantor shall not abandon
         any right to file a Patent or Trademark application claiming priority
         from another pending Patent or Trademark application or registration,
         or any pending Patent or Trademark application or any Patent or
         Trademark the registration of which would be necessary for the
         operation of any material portion of Grantor's business without the
         consent of the Lender.

3.04.    Notice to Lender and Lenders.

         (a)      Abandonments or Adverse Proceedings. Grantor shall promptly
                  provide written notice in the manner provided in Section 5.08
                  to the Lender if it knows, or has reason to know, that any
                  application or registration for any Patent, Trademark or
                  Copyright (1) in the U.S. or Canada or (2) in any other
                  country if such application or registration is necessary for
                  the operation of a material portion of Grantor's business may
                  become abandoned or dedicated, or of any adverse determination
                  or proceeding in the United States Patent and Trademark Office
                  (other than nonfinal office actions in the course of patent or
                  trademark prosecution) or the United States Copyright Office
                  or any court or tribunal in any country regarding the
                  ownership of any Patent, Trademark or Copyright in the U.S. or
                  Canada or in any other country if such Patent, Trademark or
                  Copyright is necessary for the operation of a material portion
                  of Grantor's business or any application or registration for
                  such Patent, Trademark or Copyright or its right to register
                  the same or to keep and maintain the same.

         (b)      Filing an application for registration of any Patent,
                  Trademark or Copyright. Whenever Grantor, either (i) by itself
                  or through an agent, employee, licensee or designee, shall
                  file an application for the registration of any Patent or
                  Trademark with the United States Patent and Trademark Office
                  or any Copyright with the United States Copyright Office or
                  any similar offices or agencies in any other country or any
                  political subdivision thereof; or (ii) otherwise acquires any
                  Patent, Trademark or Copyright application therefor, Grantor
                  shall report such filing to the Lender within five Business
                  Days after the last day of the fiscal quarter in which such
                  filing occurs.



                                      -6-
<PAGE>


         (c)      Infringement, Misappropriation or Dilution. Grantor shall
                  promptly provide written notice in the manner provided in
                  Section 5.08 to the Lender whenever Grantor learns that any
                  Patent, Trademark or Copyright included in the IP Collateral
                  is infringed, misappropriated or diluted by a third party and,
                  in the case of any such Patent, Trademark or Copyright which
                  is material to the Grantor's business, promptly sue for
                  infringement, misappropriation or dilution, to seek injunctive
                  relief where appropriate and to recover any and all damages
                  for such infringement, misappropriation or dilution, and, in
                  any case, to take such actions as it shall reasonably deem
                  appropriate under the circumstances to protect such Patent,
                  Trademark or Copyright.

         (d)      General Obligation to Notify. To the extent not otherwise
                  included in the foregoing Grantor covenants and agrees that,
                  with respect to the IP Collateral, it will promptly provide
                  the Lender written notice in the manner provided in Section
                  5.08 of: (i) any claim by a third party that Grantor has
                  infringed on the rights of a third party; (ii) any suspected
                  infringement by a third party on the rights of Grantor; or
                  (iii) any IP Collateral except such IP Collateral the absence
                  of which would not be material to Grantor's business or the
                  business of any other direct or indirect subsidiary of Harvard
                  or any application or registration for IP Collateral created,
                  arising or acquired by Grantor after the date hereof.

3.05.    Defense of Claims. Grantor will defend at its own cost and expense any
         action, claim or proceeding affecting the IP Collateral and/or the
         interest of the Lender therein.

3.06.    Change of Location/Name. Grantor agrees that it shall not (i) change
         the location of its chief executive office/chief place of business from
         its address specified for notices herein, or (ii) change its name
         (including the adoption of any new trade name), jurisdiction of
         incorporation, identity or corporate structure, unless, in any such
         case, it shall have provided at least thirty (30) days' prior written
         notice to the Lender of any such change and until such filings and
         other measures as may be required under applicable law to continue
         uninterrupted the perfected lien or security interest created hereunder
         on and in the IP Collateral shall have been taken, and until the Lender
         shall have received such opinions of counsel with respect thereto as it
         may have reasonably requested.

                   ARTICLE 4: REPRESENTATIONS AND WARRANTIES

4.01.    Representations and Warranties.

         (a)      Ownership, No Liens, Prior Assignments, or Infringements.
                  Notwithstanding anything to the contrary elsewhere in the Loan
                  Documents, Grantor makes no representation as to subsistence
                  or maintenance of the IP Collateral referred to in the
                  Schedule Foreign Patents or Schedule Foreign Trademarks.
                  Grantor represents and warrants and covenants that Grantor
                  lawfully possesses and owns the IP Collateral and that, except
                  for the security interest granted hereby and the Permitted
                  Encumbrances, the IP Collateral is and will continue to be



                                      -7-
<PAGE>


                  kept free from all liens, security interests, claims and
                  encumbrances whatsoever; that Grantor has not made or given
                  any prior assignment, transfer or security interest in the IP
                  Collateral or any of the proceeds thereof; the IP Collateral
                  listed in Schedules A, B and C hereto is and will continue to
                  be, in all respects, in full force and effect; and, except as
                  disclosed in Schedule 11 to the Financing Agreement there are
                  no known or threatened claims by a third party that Grantor
                  has infringed on the rights of a third party.

         (b)      Valid Security Interest/Priority. Grantor represents and
                  warrants that this Agreement creates a valid security interest
                  in favor of the Lender in the IP Collateral and, when the
                  appropriate UCC filings, registrations, recordings and other
                  notices, which are those listed in Schedules A, B and C
                  attached hereto, have been filed, registered or recorded (as
                  applicable), the Lender shall have a valid perfected security
                  interest in the IP Collateral, to the extent such security can
                  be perfected by filing under the UCC, with the United States
                  Patent and Trademark Office and/or with the United States
                  Copyright Office, free and clear of any and all liens and
                  encumbrances except for Permitted Encumbrances.

                               ARTICLE 5: GENERAL

5.01.    Application of Proceeds. The proceeds of any disposition of the IP
         Collateral shall be applied, first, to all costs and expenses,
         including, but not limited to, reasonable attorneys' fees and expenses
         and court costs, incurred by the Lender in connection with such
         disposition and its exercise of its rights and remedies hereunder and
         under the other Loan Documents, and, next, to the payment in whole or
         in part, in such order as the Lender may elect, of the Obligations,
         whether then due or not due, in accordance with the terms of the
         Financing Agreement and the Intercreditor Agreement. The Lender agrees
         to pay over any remaining balance to Grantor or to any person entitled
         thereto or as a court of competent jurisdiction may direct, upon proper
         demand being made therefor. If the Obligations are not fully and
         finally satisfied through this application of proceeds and the
         application of the proceeds of other Collateral as contemplated in the
         other Loan Documents and the Intercreditor Agreement, Grantor shall
         continue to be fully liable for the deficiency to the extent provided
         in the Financing Agreement.

5.02.    Rights Cumulative. The security interest granted herein and the rights
         and remedies provided to you in this Agreement shall be in addition to,
         and not in substitution, reduction, replacement, or satisfaction of,
         any other endorsements or guarantees of the Obligations under the
         Financing Agreement or any other Loan Document now existing or
         hereafter executed by Grantor or any other Person, and shall not be
         deemed to affect, prejudice modify or limit the Financing Agreement,
         any other Loan Document or any other rights, collateral, agreements or
         security that the Lender has under the Financing Agreement or any other
         Loan Document whether granted or given to you by Grantor, any Company
         or Guarantor or by any other Person. In addition, nothing in this
         Agreement shall be deemed to affect, prejudice, modify or limit any of
         your agreements with the Senior Lien Administrative Agent or the Senior



                                      -8-
<PAGE>


         Lien Lenders, as applicable, under the Financing Agreement or the
         Intercreditor Agreement as to what rights and remedies you, the Senior
         Lien Administrative Agent or the Senior Lien Lenders may have, the
         order in which you or they may elect to exercise them or as to the
         conditions to their exercise.

5.03.    Grantor and (by its acceptance of the benefits of this Pledge
         Agreement) the Lender hereby agree that if any provision hereof or of
         any other agreement made in connection herewith is held to be illegal
         or unenforceable, such provision shall be fully severable, and the
         remaining provisions of the applicable agreement shall remain in full
         force and effect and shall not be affected by such provision's
         severance. Furthermore, in lieu of any such provision, there shall be
         added automatically as a part of the applicable agreement a legal and
         enforceable provision as similar in terms to the severed provision as
         may be possible.

5.04.    Waiver of Jury Trial. NEITHER GRANTOR NOR ITS SUCCESSOR, ASSIGN OR
         PERSONAL REPRESENTATIVE SHALL SEEK A JURY TRIAL IN ANY LAWSUIT,
         PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE INVOLVING
         GRANTOR, ITS SUCCESSOR, ASSIGN OR PERSONAL REPRESENTATIVE (OR ANY
         OFFICER, DIRECTOR, EMPLOYEE OR AGENT OF ANY OF THEM) BASED UPON OR
         ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
         IP COLLATERAL OR ANY COLLATERAL FOR THE PAYMENT OF ANY OF THE
         OBLIGATIONS OR THE DEALINGS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH
         PERSONS OR ENTITIES, OR ANY OF THEM OR ANY OTHER PARTY TO ANY LOAN
         DOCUMENT. NONE OF GRANTOR, ITS SUCCESSOR, ASSIGN OR PERSONAL
         REPRESENTATIVE WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY
         TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL
         CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS SECTION 5.04 HAVE
         BEEN FULLY DISCUSSED BY GRANTOR AND THE LENDER, AND THE PROVISIONS
         HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY
         AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF
         THIS SECTION 5.04 WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

5.05.    Governing Law. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
         AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK,
         WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

5.06.    Submission to Jurisdiction; Service of Process. Grantor hereby
         irrevocably:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement, or for recognition and
         enforcement of any judgment in respect thereof, to the non-exclusive
         general jurisdiction of the courts of the State of New York, the courts
         of the United States of America for the Southern District of New York,
         and appellate courts from any thereof;



                                      -9-
<PAGE>


                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that nothing contained herein shall affect the
         right to effect service of process in any other manner permitted by law
         or shall limit the right to sue in any other jurisdiction;

                  (d) appoints CT Corporation, Inc., at 111 Eighth Avenue, 13th
         floor, New York, New York 10011, as its agent to receive service of
         process or other summons in connection with any such action or
         proceeding and waives personal service of process and consents to
         service of process by certified or registered mail, return receipt
         requested, addressed to Grantor at its address for notices under the
         Financing Agreement.

5.07.    Events of Default. Grantor shall be in default under this Agreement
         upon the occurrence of any Event of Default under the Financing
         Agreement.

5.08.    Notices. Any notice or other communication required hereunder or
         relating to this Agreement shall be given as provided in Paragraph 13.6
         of Section 13 of the Financing Agreement for notices relating thereto.

5.09.    Further Assurances. Grantor will take any such action as the Lender may
         reasonably require to further confirm or protect the Lender's rights
         under this Agreement in the IP Collateral. Grantor agrees to execute
         and deliver to the Lender (at Grantor's expense) any further
         documentation or papers necessary to carry out the intent or purpose of
         this Agreement, including, without limitation, financing statements
         under the UCC and notices attached hereto as Schedules A, B and C.

5.10.    Termination. This Agreement shall terminate upon termination of the
         Line of Credit and full, final and indefeasible payment of all
         Obligations of Grantor thereunder. Upon Grantor's request, the Lender
         shall within a reasonable time after any such termination execute and
         deliver to Grantor (at Grantor's expense) such documents and
         instruments as are reasonably necessary to evidence such termination
         and release of the security interest granted herein on any applicable
         public record.

5.11.    Indemnification. Grantor hereby acknowledges that this Agreement is a
         Loan Document and as such Grantor is subject to the provisions
         respecting indemnification of Paragraph 7.7 of Section 7 of the
         Financing Agreement.

5.12.    No Limitations of Remedies; No Waiver. It is understood and agreed that
         the rights and remedies herein enumerated are not intended to be
         exhaustive but are in addition to any other rights or remedies provided
         at law, in equity, by contract (including, without limitation, the
         other Loan Documents) or otherwise. The Lender shall have the absolute
         right in its sole discretion to determine the order in which its rights
         and remedies are to be exercised, and its exercise of any right or
         remedy shall



                                      -10-
<PAGE>


         not preclude the exercise of any other rights or remedies or be deemed
         to be a waiver thereof. Grantor hereby waives diligence, notice of
         intent to accelerate, notice of acceleration, demand, presentment and
         protest and any notices thereof as well as notice of nonpayment. No
         delay or omission of the Lender to exercise any right or remedy
         hereunder, whether before or after the happening of any Event of
         Default, shall impair any such right or shall operate as a waiver
         thereof or as a waiver of any such Event of Default. No single or
         partial exercise by the Lender or Grantor of any right or remedy
         precludes any other or further exercise thereof, or precludes any other
         right or remedy. A waiver on any one occasion shall not be construed as
         a bar to, or waiver of, any right or remedy on any future occasion. No
         waiver of any right or remedy provided for herein shall be effective as
         a waiver unless it is in writing and signed by the Lender.

5.13.    Assignment. This Agreement may be assigned by the Lender and shall be
         for the benefit of each of its successors, assignees or transferees,
         and shall cover any Obligations at the time of assignment or transfer
         as well as any and all future Obligations, loans, advances or
         extensions of credit made to the Companies by, or otherwise owed by
         Grantor to such assignee or transferee.

5.14.    Survival. The representations, covenants and agreements of Grantor
         herein contained shall survive the date hereof, and shall be deemed to
         have been remade on and as of the date on which any additional
         Obligations are created.

5.15.    Counterparts. This Agreement may be executed in any number of
         counterparts, each of which when so executed shall be deemed an
         original and such counterparts shall together constitute but one and
         the same document.




                                      -11-
<PAGE>



IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date set forth above.

                                         GRANTORS:
                                         ---------

                                                  Harvard Industries, Inc.


                                                  By
                                                     --------------------------
                                                      Name:
                                                      Title:


                                                  Doehler-Jarvis, Inc.


                                                  By
                                                     --------------------------
                                                      Name:
                                                      Title:


                                                  Hayes-Albion Corporation


                                                  By
                                                     --------------------------
                                                      Name:
                                                      Title:


                                                  Harman Automotive, Inc.


                                                  By
                                                     --------------------------
                                                      Name:
                                                      Title:


                                                  Harvard Industries Risk
                                                  Management, Inc.


                                                  By
                                                     --------------------------
                                                      Name:
                                                      Title:


Agreed and Accepted as of
the date set forth above

HILCO CAPITAL LP


By
   --------------------------
    Name:
    Title:


<PAGE>


                                   SCHEDULE A

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                     PATENTS

United States Patent and Trademark Office

Gentlemen:

         Please be advised that pursuant to the Grant of Security Interest in
Intellectual Property dated as of May 31, 2001 (as the same may be amended,
modified, extended or restated from time to time, the "IP Security Agreement")
by and between [Entity Name], a [______________] corporation ("Grantor"), and
Hilco Capital LP ("Lender"), Grantor has granted to the Lender a continuing
security interest in and a continuing lien upon, the patents and patent
applications shown on Annex I attached hereto.

         Grantor and the Lender hereby acknowledge and agree that the security
interest in the foregoing patents and patent applications (i) may only be
terminated in accordance with the terms of the IP Security Agreement and (ii) is
not to be construed as an assignment or license of any patent or patent
application.

                                           Very truly yours,

                                           [Entity Name]
                                           a [_______________] corporation



                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

<PAGE>


STATE OF NEW YORK
                       ss.:
COUNTY OF NEW YORK


                  On this ____ day of _______________, 200_, before me
personally came ____________________, to me known to be the person who executed
the foregoing instrument, and who, being duly sworn by me, did depose and say
that he is the _______________ of ____________________, a _______________
corporation, and that he executed the foregoing instrument in the firm name of
____________________, and that he had authority to sign the same, and he
acknowledged to me that he executed the same as the act and deed of said firm
for the uses and purposes therein mentioned.


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


<PAGE>


                                     ANNEX I

                                     PATENTS

       Patent No.           Description of Patent Item        Date of Patent
-----------------------  --------------------------------  ---------------------






                               PATENT APPLICATIONS

         Patent               Description of Patent           Date of Patent
     Applications No.              Applied For                 Applications
-----------------------  --------------------------------  ---------------------










<PAGE>

                                   SCHEDULE B

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                   TRADEMARKS

United States Patent and Trademark Office

Gentlemen:

         Please be advised that pursuant to the Grant of Security Interest in
Intellectual Property dated as of May 31, 2001 (as the same may be amended,
modified, extended or restated from time to time, the "IP Security Agreement")
by and between [Entity Name], a [__________________] corporation (the "Grantor"
), and Hilco Capital LP ("Lender"), Grantor has granted to the Lender a
continuing security interest in and continuing lien upon, the trademarks and
trademark applications shown on Annex I attached hereto:

         Grantor and the Lender hereby acknowledge and agree that the security
interest in the foregoing trademarks and trademark applications (i) may only be
terminated in accordance with the terms of the IP Security Agreement and (ii) is
not to be construed as an assignment or license of any trademark or trademark
application.

                                           Very truly yours,

                                           [Entity Name]
                                           a [_______________] corporation



                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

<PAGE>


STATE OF NEW YORK
                       ss.:
COUNTY OF NEW YORK


                  On this ____ day of _______________, 200_, before me
personally came ____________________, to me known to be the person who executed
the foregoing instrument, and who, being duly sworn by me, did depose and say
that he is the _______________ of ____________________, a _______________
corporation, and that he executed the foregoing instrument in the firm name of
____________________, and that he had authority to sign the same, and he
acknowledged to me that he executed the same as the act and deed of said firm
for the uses and purposes therein mentioned.


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


<PAGE>


                                     ANNEX I

                                   TRADEMARKS

     Trademark No.        Description of Trademark Item      Date of Trademark
-----------------------  --------------------------------  ---------------------




                             TRADEMARK APPLICATIONS

      Trademark             Description of Trademark         Date of Trademark
   Applications No.               Applied For                   Applications
-----------------------  --------------------------------  ---------------------







<PAGE>

                                   SCHEDULE C

                                     NOTICE

                                       OF

                           GRANT OF SECURITY INTEREST

                                       IN

                                   COPYRIGHTS

United States Copyright Office

Gentlemen:

         Please be advised that pursuant to the Grant of Security Interest in
Intellectual Property dated as of May 31, 2001 (as the same may be amended,
modified, extended or restated from time to time, the "IP Security Agreement")
by and between [Entity Name], a [__________] corporation (the "Grantor"), and
Hilco Capital LP ("Lender"), Grantor has granted to the Lender a continuing
security interest in and a continuing lien upon, the copyrights and copyright
applications shown on Annex I attached hereto.

         Grantor and the Lender hereby acknowledge and agree that the security
interest in the foregoing copyrights and copyright applications (i) may only be
terminated in accordance with the terms of the IP Security Agreement and (ii) is
not to be construed as an assignment or license of any copyright or copyright
application.

                                           Very truly yours,

                                           [Entity Name]
                                           a [_______________] corporation



                                           By:
                                               ---------------------------------
                                               Name:
                                                    ----------------------------
                                               Title:
                                                     ---------------------------

<PAGE>


STATE OF NEW YORK
                       ss.:
COUNTY OF NEW YORK


                  On this ____ day of _______________, 200_, before me
personally came ____________________, to me known to be the person who executed
the foregoing instrument, and who, being duly sworn by me, did depose and say
that he is the _______________ of ____________________, a _______________
corporation, and that he executed the foregoing instrument in the firm name of
____________________, and that he had authority to sign the same, and he
acknowledged to me that he executed the same as the act and deed of said firm
for the uses and purposes therein mentioned.


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


<PAGE>


                                     ANNEX I

                                   COPYRIGHTS

    Copyright No.            Description of Copyright        Date of Copyright
-----------------------  --------------------------------  ---------------------






                             COPYRIGHT APPLICATIONS

      Copyright             Description of Copyright          Date of Copyright
   Applications No.               Applied For                   Applications
-----------------------  --------------------------------  ---------------------






<PAGE>

                            SCHEDULE FOREIGN PATENTS









<PAGE>


                           SCHEDULE FOREIGN TRADEMARKS



<PAGE>


                                   SCHEDULE D

                    PATENT, TRADEMARK AND COPYRIGHT LICENSES