<PAGE>



                           ASSET PURCHASE AGREEMENT
                                   between
                         OUTBOARD MARINE CORPORATION
                                     and
                           HARVARD INDUSTRIES, INC.


    THIS ASSET PURCHASE AGREEMENT (the "Agreement"), dated as of November 29
1999, among OUTBOARD MARINE CORPORATION, a Delaware corporation (the "Seller")
and HARVARD INDUSTRIES, INC., a Delaware corporation, (the "Purchaser").


                                  WITNESETH:

    WHEREAS, Seller owns certain tooling, machinery and equipment located at its
Milwaukee, Wisconsin facility; and

    WHEREAS, Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller, the tooling, machinery and equipment, on the terms and
subject to the conditions hereinafter set forth;

    NOW, THEREFORE, the parties hereto do hereby agree as follows:

1.  SALE OF ASSETS

    1.1  Purchased Assets. In reliance upon the representations, warranties and
agreements herein contained and upon the terms and subject to the conditions set
forth in this Agreement, Seller hereby agrees to sell, assign, transfer, convey
and deliver to Purchaser, and Purchaser hereby agrees to purchase and acquire
from Seller on an as is, where is basis all of Seller's right, title and
interest, free and clear of liens and encumbrances, in and to all of the
following assets, rights and interests as the same exist on the date hereof (all
of such assets, rights and interests of Seller being referred to herein as the
"Purchased Assets"):


           See Exhibit A, attached hereto and incorporated herein.

    1.2  Closing.  The closing of such sale and purchase (the "Closing") shall
take place at 10:00 A.M., Eastern Daylight time, on November 30, 1999 or at such
other time and date as the parties hereto shall agree in writing (the "Closing
Date"), at such place as the parties hereto shall agree in writing. At the
Closing, Seller shall deliver to Purchaser a bill of sale in the form of Exhibit
"B", attached hereto and incorporated herein.

    1.3  Purchase Price: Manner of Payment.  The total consideration for the
Purchased Assets (the "Consideration"), shall be: Nine Hundred Ten Thousand
Dollars ($910,000.00), in the form of a check, or wire transfer, one-third (1/3)
payable upon the signing of this agreement, one-third (1/3)



                                      1

<PAGE>

payable on January 15, 2000, and one-third (1/3) payable on February 28,
2000.


2.  REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser that the execution
and delivery of this Agreement and the performance by the Seller of its
obligations hereunder and the consummation of the transactions
contemplated hereby have been duly and validly authorized by all
necessary acts on the part of Seller and no further acts are required to
approve the execution and delivery of this Agreement, the performance by
Seller of its obligations hereunder and the consummation of the
transactions contemplated hereby.

3.  CONDITIONS TO OBLIGATIONS OF PURCHASER

All obligations of Purchaser under this Agreement are subject to the
fulfillment, at or prior to the Closing Date, of the following
conditions;

      3.1  Representations and Warranties of Seller. All representations
and warranties made by Seller in this Agreement shall be true and
correct on and as of the Closing Date.

      3.2  Deliveries to Purchaser. Seller shall have delivered to
Purchaser a Bill of Sale conveying the Purchased Assets to Purchaser
substantially in the form of Exhibit B hereto.

4. CONDITIONS TO OBLIGATIONS OF SELLER

      4.1  Obligations. All obligations of Seller under this Agreement
are subject to the fulfillment, at or prior to the Closing Date, of the
following conditoins;

      4.2  Purchase Price. Purchaser shall deliver to Seller the Purchase
Price.

5. TERMINATION

      5.1 Termination of Agreement. This Agreement may be terminated at
any time prior to the Closing:

          (a)  by mutual written consent of the Purchaser and the
      Seller; or

          (b)  by either the Purchaser or the Seller, if the Closing
      shall not have occurred on or before December 15, 1999; or

      5.2  Procedure and Effect of Termination. In the event of
termination of this Agreement by either or both of the parties pursuant
to Section 5.1 hereof, written notice thereof shall forthwith be given
to the other party specifying the provision hereof pursuant to which
such termination is made, and this Agreement shall forthwith become void
and there shall be no liability on the part of

                                  2

<PAGE>

the parties hereto (or their respective officers, directors or affiliates),
except that nothing herein shall relieve either party from liability for any
willful breach thereof.

6.  MISCELLANEOUS PROVISIONS

     6.1  Publicity and Non-Disclosure. Neither Seller nor Purchaser shall
issue or cause the publication of any press release or other announcement with
respect to this Agreement or the transactions contemplated hereby without the
consent of the other parties hereto, which consent shall not be unreasonably
withheld, and shall not be withheld where such release or announcement is
required by applicable law or is made on advice of counsel to Purchaser.

     6.2  Successors and Assigns. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their respective successors, heirs,
representatives and assigns, as the case may be.

     6.3  Brokers and Finders. Seller and Purchaser represent and warrant to
each other that he or it has nor engaged any broker, finder or investment banker
in connection with the transactions contemplated by this Agreement.

     6.4  Expenses. Except as otherwise provided in this Agreement, the parties
hereto shall bear their respective expenses incurred in connection with the
preparation, execution and performance of this Agreement and the transactions
contemplated hereby, including, without limitation, all fees and expenses of
agents, representatives, counsel and accountants.

     6.5  Notices. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been given or made if in
writing and delivered personally or sent by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses:

          (a)   if to Purchaser, to:

                Outboard Marine Corporation
                Attn: Gordon G. Repp
                100 Sea Horse Drive
                Waukegan, Illinois 60085


                                      3


<PAGE>

          (b) if to Seller, to:

                Harvard Industries, Inc.
                Attn: D. Craig Bowman
                3 Werner Way
                Lebanon, New Jersey 08833

or to such other persons or at such other addresses as shall be furnished
by any party by like notice to the others, and such notice or
communication shall be deemed to have been given or made as of the date
so delivered or mailed.

     6.6  Entire Agreement. This Agreement, together with the Exhibits
attached hereto, represents the entire agreement and understanding of
the parties hereto with reference to the transactions set forth herein,
and no representations, warranties or covenants have been made in
connection with this Agreement other than those expressly set forth
herein, in the Schedules or in the certificates, agreements and other
documents delivered in accordance herewith. This Agreement supersedes
all prior negotiations, discussions, correspondence, communications,
understandings and agreements between the parties relating to the
subject matter of this Agreement and all prior drafts of this Agreement,
all of which are merged into this Agreement.

     6.7  Waivers, Amendments and Remedies. This Agreement may be
amended, superseded, canceled, renewed or extended, and the terms hereof
may be waived, only by a written instrument signed by Purchaser and
Seller or, in the case of a waiver, by the party waiving compliance. No
delay on the part of any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof; nor shall any
waiver on the party of any party of any such right, power or
privilege, nor any single or partial exercise of any such right, power
or privilege, preclude any further exercise thereof or the exercise of
any such right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies
that any part may otherwise have at law or in equity. The rights and
remedies of any party based upon, arising out of or otherwise in respect
of any inaccuracy in or breach of any representation, warranty, covenant
or agreement contained in this Agreement shall in no way be limited by
the fact that the act, omission, occurrence or other state of facts upon
which any claim of any such inaccuracy or breach is based may also be
the subject matter of any other representation, warranty, covenant or
agreement contained in this Agreement (or in any other agreement among
the parties) as to which there is no inaccuracy or breach.

     6.8  Severability. This Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not
affect the validity or enforceability of this Agreement or of any other
term or provision hereof.

     6.9  Section Headings. The Section headings contained in this
Agreement are solely for convenience of reference and shall not affect
the meaning or interpretation of this Agreement or of any
term or provision hereof.


                                    4

<PAGE>


    6.10  Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement. All references herein
to Sections, clauses, Exhibits and Schedules shall be deemed references to such
parts of this Agreement, unless the context shall otherwise require.

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

    6.12  Exhibits and Schedules. The Exhibits and Schedules attached hereto are
a part of this Agreement as if fully set forth herein.

    6.13  Parties. Nothing in this Agreement, expressed or implied, is intended
to confer upon any person not a party hereto any rights or remedies hereunder.

    IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be
signed all as of the date first written above.

    Seller: OUTBOARD MARINE CORPORATION

                  By: /s/ S. Meurlot
                      ----------------------------

                  Title: V.P. Marketing
                         -------------------------

    Purchaser: HARVARD INDUSTRIES, INC.

                  By: /s/ Signature
                      ----------------------------

                  Title: Executive Vice President

                                      5