<PAGE>


                      IN THE UNITED STATES BANKRUPTCY COURT

                          FOR THE DISTRICT OF DELAWARE

In re:                            )
                                  )       Chapter 11
DOEHLER-JARVIS, INC., et al.,     )       Case Nos. 97-953 (SLR)
                                  )       through 97-962 (SLR)
                                  )
                   Debtors.       )       Jointly Administered
                                  )

      STIPULATION AND ORDER AMONG THE DEBTORS, GENERAL ELECTRIC COMPANY AND
         CARIBE GENERAL ELECTRIC PRODUCTS, INC. REGARDING ASSUMPTION OF
       SETTLEMENT AGREEMENT AND THE WITHDRAWAL OF CLAIM NOS. 1741 AND 1742

         This stipulation and order (the "Stipulation") is made and entered into
this 24th of November, 1998, by and between the above-captioned debtors and
debtors in possession (collectively, the "Debtors") on the one hand, and General
Electric Company and Caribe General Electric Products, Inc. (collectively, "GE")
on the other hand, by and through their respective undersigned counsel.

         WHEREAS, on November 10, 1987, a Record of Decision was issued naming
Harman Automotive Puerto Rico, Inc. ("Harman Puerto Rico")1 as one of several
potentially responsible parties by the United States Environmental Protection
Agency (the "EPA") pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA"), 42 U.S.C. ss.ss. 9601 et seq.,
concerning environmental contamination at the Vega Alta, Puerto Rico Superfund
site (the "Site"); and








-------------------
1       Harman Puerto Rico was a former subsidiary of Harman Automotive Inc.
        ("Harman"). Harman Puerto Rico has been dissolved and is not a debtor
        in the above-referenced chapter 11 cases (the "Bankruptcy Cases").





<PAGE>



         WHEREAS, GE is also a named potentially responsible party ("PRP") at
the Site; and

         WHEREAS, on or about September 28, 1990, the EPA filed a complaint in
the United States District Court for the District of Puerto Rico in the case
captioned United States v. Caribe General Electric Products, Inc. et al., Case
No. 90-2287CCC, seeking, among other things, damages and recovery of costs from
the potentially responsible parties ("PRPs"); and

         WHEREAS, on or about June 30, 1993, Harvard Industries, Inc.
("Harvard"), Harman, Harman Automotive Puerto Rico, GE, Unisys, Motorola, Inc.,
Motorola Telcarro de Puerto Rico, Inc., The West Company Incorporated and the
West Company of Puerto Rico, Inc. (collectively "the PRPs") entered into a
Settlement Agreement (the "Settlement Agreement") governing certain obligations
of the PRPs: (1) relating to environmental clean-up at the Site and (2) to each
other (attached hereto as Exhibit A); and

         WHEREAS, among other things, the Settlement Agreement provided that
Harman would pay GE the sum of $800,000 (the "Payment Obligation") in
consideration of GE's agreement to indemnify, defend and hold Harman harmless
against the Lawsuit and all claims and demands related to the Site, subject to
[certain limited] exclusions;

         WHEREAS, Paragraph 11a of the Settlement Agreement requires Harman to
satisfy the Payment Obligation through 20 quarterly installments of $56,010.92
each with 9% interest per annum and to pay over to GE all amounts it recovers
from Beatrice


                                      -2-

<PAGE>

Foods Company on account of a related claim, less attorneys fees until Harman's
payment obligation is satisfied; and

         WHEREAS, Harman commenced quarterly payments of the Payment Obligation
in January 1995 but failed to pay over to GE its recovery from Beatrice Foods
Company; and

         WHEREAS, on May 8, 1997 (the "Petition Date"), Harvard, Harman and each
of the other Debtors filed a voluntary petition for relief under chapter 11 of
title 11 of the United States Code (the "Bankruptcy Code") and since the
Petition Date, the Debtors have operated their businesses and remained in
possession of their property as debtors-in-possession pursuant to sections 1107
and 1108 of the Bankruptcy Code; and

         WHEREAS, as of the Petition Date, the Debtors owed GE $557,760.20 of
the Payment Obligation; and

         WHEREAS, on or about February 2, 1997, GE filed two proofs of claim
(Claim Nos. 1741 and 1742) (the "Claims") against Harvard and Harman, each
asserting a secured claim in the amount of $557,760.20 representing all monies
owed to GE for the Payment Obligation; and

         WHEREAS, the Debtors entered into discussions with GE regarding its
Claims and treatment of the Settlement Agreement under the Plan but no agreement
was reached prior to the confirmation hearing on the Plan; and

         WHEREAS, the Debtors listed the Settlement Agreement on its Schedule of
Rejected Executory Contracts, as revised as of October 13, 1998, but after
careful consideration by senior management of the Debtors, the Debtors have
determined that it


                                      -3-

<PAGE>



was in its their best interests to assume the Settlement Agreement as modified
by the terms of the agreement reached herein; and

         WHEREAS, on October 15, 1998, the United States District Court for the
District of Delaware (the "Bankruptcy Court") confirmed the Debtors' First
Amended and Modified Consolidated Plan Under Chapter 11 of the Bankruptcy Code,
dated August 19, 1998 (the "Plan"); and

         WHEREAS, Harman, Harvard and GE have amicably resolved all outstanding
issues regarding the Settlement Agreement and the Claims upon the terms and
conditions set forth herein;

         NOW, THEREFORE, IT IS HEREBY STIPULATED, CONSENTED AND AGREED TO by and
between the Debtors and GE, by and through their undersigned counsel, as
follows: 

         1. Notwithstanding any prior orders of the Bankruptcy Court, the
Settlement Agreement is hereby assumed by the Debtors as modified by this
Stipulation and, as modified, shall remain in full force and effect.

         2. Paragraph 11a of the Settlement Agreement shall be modified in its
entirety to reflect the following payment terms:

                  a) The Debtors agree to pay GE $300,000 in cash (the "Revised
Payment Obligation") in full and final satisfaction of the Claims and the
remainder of the Payment Obligation under the Settlement Agreement.

                  b) The Revised Payment Obligation shall be paid as follows:


                     (1) The Debtors shall pay GE the sum of $100,000 within ten
                         (10) days of the


                                      -4-

<PAGE>


                         later of (i) the Effective Date of the Plan (as such
                         term is defined in the Plan) and (ii) the date of the
                         Bankruptcy Court's approval and entry of this
                         Stipulation;

                     (2) The Debtors shall pay GE the sum of $100,000 on or
                         before the eighth month anniversary of the Effective
                         Date;

                     (3) The Debtors shall pay GE the sum of $100,000 on or
                         before the sixteenth month anniversary of the Effective
                         Date; and

                     (4) The Revised Payment Obligation payments shall be made
                         payable to the order of General Electric Company and
                         mailed to:

                         William Anderson, Esq.
                         Manager and Senior Counsel -
                           Environmental Safety 
                         GE ED&C 
                         41 Woodford Avenue 
                         Plainville, CT 06062-2334 
                         (860) 747-7135.

         3. Claim Nos. 1741 and 1742 shall be deemed withdrawn by GE with
prejudice on the later to occur of (a) the Effective Date and (b) the date of
the Bankruptcy Court's approval and entry of the Stipulation.

         4. GE shall not file any other claims relating to the Settlement
Agreement in the Bankruptcy Cases or seek to refile, modify or amend Claim Nos.
1741 and 1742.

         5. In the event of any conflict between the provisions of the
Settlement Agreement and this Stipulation, the provisions of this Stipulation
shall govern.

         6. GE and, subject to Bankruptcy Court approval, Debtors represent that
they are each authorized to enter into this Stipulation.


                                      -5-
<PAGE>


         7. The Bankruptcy Court shall retain exclusive jurisdiction to hear and
determine any matter arising from or relating to this Stipulation and the Claims
which are the subject hereof. 

         8. This Stipulation is subject to the approval of the Bankruptcy Court
and is conditioned and is effective only upon the Effective Date of the Plan.

Dated: November 2d, 1998

YOUNG CONAWAY STARGATT &                           LAW OFFICES OF GLENN REISMAN
   TAYLOR, LLP

<TABLE>
<S>                                                              <C>
 /s/ Victoria Watson Counihan                                    /s/
-------------------------------                                 ------------------------------------
James L. Patton (No. 2202)                                       Glenn Reisman, Esq.
S. David Peress (No. 2679)                                       c/o General Electric Company
Victoria W. Counihan (No. 3488)                                  2 Corporate Drive
Rodney Square North                                              P.O. Box 861
P.O. Box 391                                                     Shelton, CT 06484-0861
Wilmington, DE 19899-0391
(302) 571-6600                                                   Attorneys for General Electric Company and
                                                                 Caribe General Electric Products, Inc.

Co-Counsel for the Debtors and
   Debtors in Possession

          -and-

WILLKIE FARR & GALLAGHER
Myron Trepper
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

Co-Counsel for the Debtors and
   Debtors in Possession

SO ORDERED AND APPROVED
This 29th day of December, 1998
</TABLE>




/s/ Sue L. Robinson
-------------------------------
UNITED STATES DISTRICT JUDGE



                                       -6-

<PAGE>

                                                                       Exhibit A


                              SETTLEMENT AGREEMENT
                              --------------------


         1. This Agreement shall be dated and effective as of June 30, 1993, and
is entered into by the following Parties:

            a.  General Electric Company and Caribe General Electric Products,
                Inc., collectively referred to in this Agreement as "GE;"

            b.  Unisys Corporation, referred to in this Agreement as "Unisys;"

            c.  Harvard Industries, Inc.,. Harmon Automotive, Inc., and Harman
                Automotive of Puerto Rico, Inc., collectively referred to in
                this Agreement as "Harman;"

            d.  Motorola, Inc. and Motorola Telcarro de Puerto Rico, Inc.,
                collectively referred to in this Agreement as "Motorola;" and

            e.  The West Company Incorporated and The West Company of Puerto
                Rico, Inc., collectively referred to in this Agreement as
                "West."

A.  General Provisions

         2. Terms used in this Agreement have the following meanings:
    
            a.  "Agreement" means this Settlement Agreement.

            b.  "Agreement Date" means June 30, 1993.

            c.  "Cleanup" means measures, and the costs of measures, required or
                necessary to clean up or remediate environmental contamination
                under the Comprehensive Environmental Response, Compensation and
                Liability Act, 42 U.S.C ss.ss. 9601, et seq. ("CERCLA"), or a
                present Puerto Rico equivalent statute.

            d.  "EPA's OU-1 Order" means EPA's Administrative Order, Index No.
                II-CERCLA-90302, dated March 22, 1989.


<PAGE>

            e.  "EPA's OU-2 Order" means EPA's Administrative Order, Index No.
                II-CERCLA-00301, dated September 27, 1990.

            f.  "Future" means occurring after the Agreement Date.

            g.  "Past" means occurring before the Agreement Date.

            h.  "GE/Unisys" means GE and Unisys collectively.

            i.  "Initial Testing Program" means actions required by paragraphs
                40 to 46, inclusive, of EPA's OU-1 Order.

            j.  "PRIDCO Industrial Park" means that area owned by the Puerto
                Rico Industrial Development Company ("PRIDCO") in the
                municipality of Vega Alta, Puerto Rico, and which is located
                within the Site.

            k.  "Landfill" means the landfill located approximately one (1) mile
                north of the PRIDCO Industrial Park.

            l.  "Lawsuit" means United States v. Caribe General Electric
                Products, Inc., et al., C.A. No. 90-2287CCC, in the United
                States District Court for the District of Puerto Rico.

            m.  "Maguayo Wells" means the wells installed by the Puerto Rico
                Aqueduct and Sewer Authority ("PRASA") in the Maguayo wellfield.

            n.  "Ponderosa Well" means the Ponderosa Well and all of its
                associated equipment including pumps, air stripper, piping, and
                any buildings, fences and other items associated therewith.

            o.  "Puerto Rico Agency" means the government of Puerto Rico and any
                Puerto Rico governmental or quasi-governmental entity.

            p.  "Site" means the CERCLA National Priorities List site known as
                the Vega Alta Wellfield Site, and the site that is the subject
                of the Lawsuit. "Site" includes the "pluma" of volatile organic
                compound ("VOC") contaminants that originates from the PRIDCO
                Industrial Park.


                                       -2-

<PAGE>

                  q.  "United States" means the United States government and its
                      agencies, including the Environmental Protection Agency
                      ("EPA").

                  r.  "CERCLA hazardous substance" means a substance as defined
                      in section 101(14) of CERCLA, 42 U.S.C. ss.9601.

         3. Each entity listed in paragraph 1 is a Party to this Agreement,
whether or not the entity is named as a party in the Lawsuit. Corporate parents
listed in paragraph 1 shall be fully responsible for the obligations of their
subsidiaries under this Agreement.

         4. The Parties intend this Agreement to be a contract and to be
enforceable as such.

         5. In return for the commitments made in this Agreement the Parties
hereby release their claims against each other asserted in the Lawsuit. Except
for actions to enforce this Agreement, the Parties shall seek no further relief
from each other for the claims asserted in the Lawsuit or addressed in this
Agreement; provided, however, that resolution of claims as between GE and Unisys
is not determined by this Agreement.

         6. All Parties shall be responsible for their own Past costs and hereby
release all other Parties from any claims for such costs; provided, however,
that GE and Unisys do not herein release each other from such claims.

         7. Harman, Motorola and West each shall retain their rights to
contribution or indemnification against their insurers, corporate predecessors
in interest, and any others (excepting PRIDCO and PRIDCO's lessees) which may be
responsible by contract for any alleged liability of Harman, Motorola or West
with


                                      -3-


<PAGE>

respect to the Site. As to any other claims that Harman, Motorola or West may
have against any person, including rights against PRIDCO or its lessees, for
contribution or otherwise, for any of the matters which are covered by this
Agreement, including their Past costs, Harman, Motorola and West hereby assign
such other claims to GE/Unisys; provided, however, that (subject to the
requirements of paragraph 11, below) Harman may retain its cause of action
against Beatrice Foods Co. ("Beatrice"), as reflected in Harman's Complaint
against Beatrice, filed on December 18, 1992 (N.J. Super., Law Div., Monmouth
Co., Civ. No. L 8286-92) ("Beatrice Claim"). Notwithstanding the foregoing any
Party may exchange mutual releases with PRIDCO.

         8. All Parties shall cooperate in good faith with each other to achieve
the objectives of this Agreement.

         9. The Parties shall make all reasonable efforts to resolve informally
any questions that arise in the implementation or interpretation of this
Agreement. If such efforts fail the Parties retain their rights to seek judicial
enforcement of this Agreement.

         B. Responsibilities of Harman, Motorola and West

         10. Harman, Motorola and West each shall stipulate to the United
States, in form reasonably acceptable to the United States and to each company,
that it is liable to the United States with respect to the Site, but only after
(a) GE has so stipulated and (b) this Agreement, and in particular GE/Unisys's
indemnity of Harman, Motorola and West under paragraph 16 of this Agreement, is
fully in effect. Such stipulations shall be solely

                                      -4-

<PAGE>

for the benefit of the United States and shall be void as to any Party or other
person. The Parties shall not assert or rely upon such stipulations in any
proceeding or for any purpose.

         11. Harman, Motorola and West each shall make payments to GE as
follows:

                  a.  As an allowed Class 6 claim under its Sixth Amended Plan
                      of Reorganization, Harman shall pay $800,000.00, plus
                      interest at the rate of 9% per annum, to GE in 20 equal
                      quarterly installments of $56,010.92 each, commencing on
                      January 1, 1995; provided, however, that Harman shall
                      immediately pay over to GE all amounts which it recovers
                      from Beatrice on account of the Beatrice Claim (paragraph
                      7, above) (by settlement, judgment or otherwise), less
                      reasonable attorneys' fees paid by Harman in connection
                      with the Beatrice Claim, until Harman's obligations under
                      this paragraph are satisfied in full.

                  b.  On or before July 30, 1993, Motorola shall pay GE
                      $800,000.00.

                  c.  On or before July 30, 1993, West shall pay GE $800,000.00.

Harman, Motorola and West are not responsible for each other's payments
under this paragraph.

         12. Harman, Motorola and West shall have the following obligations with
respect to the Ponderosa Well:

                  a.  Harman, Motorola and West shall complete compliance with
                      paragraphs 40-46 of EPA's OU-1 Order relating to the
                      Initial Testing Program;

                  b.  Harman, Motorola and West shall afford GE/Unisys full
                      cooperation during the Initial Testing Program to enable
                      GE/Unisys to prepare to perform Operation and Maintenance
                      of the Ponderosa Well; and

                  c.  Upon completion of the Initial Testing Program Harman,
                      Motorola and West shall convey to GE/Unisys their
                      ownership interest in the Ponderosa Well, if any, and any
                      warranties, insurance policies, and other rights related
                      thereto.

                                       -5-

<PAGE>

         13. Harman, Motorola and West shall be responsible for any claims or
demands for penalties for violations of EPA's OU-2 Order relating to the design
and construction of the Ponderosa Well and arising from or related to events
prior to the conclusion of the Initial Testing Program.

         14. Harman, Motorola and West each shall be responsible for any
necessary source control or remediation measures at its own facility or former
facility at the PRIDCO Industrial Park. Harman, Motorola and West are not
responsible for each other's obligations under this paragraph.

         15. Harman, Motorola and West shall provide GE/Unisys with reasonable
access to their facilities, if any, at the PRIDCO Industrial Park, so that
GE/Unisys may efficiently and economically perform their responsibilities under
Section C of this Agreement.

         C. Responsibilities of GE/Unisys

         16. On and after the Agreement Date GE/Unisys shall indemnify, defend
and hold harmless Harman, Motorola and West with respect to the Lawsuit and all
claims and demands related to the Site, other than claims or demands for (a)
groundwater contamination other than VOCs, (b) matters specifically listed as
the responsibility of Harman, Motorola and West under Section B of this
Agreement or (c) matters excluded under Section D of this Agreement. GE/Unisys's
responsibility under the preceding sentence applies without regard to the
identity of the person asserting such claim or demand, and without regard to
whether such claim or demand is asserted directly, indirectly, in

                                      -6-


<PAGE>
contribution, or otherwise. In the event of any such claim or demand, Harman,
Motorola and West shall cooperate fully with GE/Unisys's defense thereof, by
providing full access to relevant documents and knowledgeable witnesses and by
providing other reasonably necessary assistance as requested by GE/Unisys.


        17. Except for the limitations specified in paragraph 16,
GE/Unisys's responsibilities under that paragraph include, without limitation:

            a. Requirements of EPA's OU-1 Order, including the operation and
               maintenance of the Ponderosa Well after the Initial Testing
               Program;

            b. Any requirement to install carbon treatment equipment on or for
               the Ponderosa Well;

            c. Requirements of EPA's OU-1 Order relating to the "Monterrey 2"
               well;

            d. Completion of compliance with EPA's OU-2 Order;

            e. Compliance with any Future EPA orders related to the Site;

            f. Any Cleanup of the Site required under any new or amended Record
               of Decision;

            g. Any other claims or demands by the United States or a Puerto Rico
               Agency for Site Cleanup;

            h. Any requirements of any Puerto Rico Agency ancillary to other
               responsibilities under this paragraph such as obtaining permits
               and authorizations, preparing any necessary contingency plans,
               and performing any monitoring and reporting requirements. Such
               requirements include, without limitation, any remaining
               requirements under item 15 of PRASA's September 16, 1992
               Authorization for Construction and Operation of Remedial Action
               at the Vega Alta Public Supply Wells, and sampling and reporting
               requirements contained in the Puerto Rico Department of Natural
               Resources' September 4, 1992 letter to West

                                       -7-

<PAGE>

                       Company granting Petition to Waive Franchise to Operate
                       the Ponderosa Well during Remedial Action; and

                  i.   Any claim or demand of PRASA related to operation or
                       maintenance of the Ponderosa Well.

         18. To the extent GE/Unisys have, and fulfill, responsibility under
this Agreement for particular Cleanup or other obligations, Harman, Motorola and
West relinquish all involvement, discretion, participation or control over
GE/Unisys's performance of such obligations and agree that GE/Unisys shall be
free to manage such matters in their sole discretion.

         19. GE/Unisys shall be responsible for claims or demands of the United
States and any Puerto Rico Agency for any Past or Future costs incurred in
connection with the Site including, without limitation, costs claimed by the
United States in the Lawsuit and any Future oversight or administrative costs
related to matters that are the responsibility of GE/Unisys under this
Agreement.

         20. GE/Unisys shall be responsible for Cleanup of any VOC groundwater
contaminants that are commingled with VOC groundwater contaminants originating
from the PRIDCO Industrial Park, including any such VOC contaminants identified
in the Future. This responsibility applies to VOC contaminants originating from
sources other than the PRIDCO Industrial Park, including, without limitation,
the Landfill and the facility known as "Owens-Illinois" located northwest of the
PRIDCO Industrial Park.


                                      -8-

<PAGE>

         21. GE/Unisys shall be solely responsible for claims or demands by any
entity for installation of, or payment for, the "Maguayo Wells" and any other
water supply wells or treatment or remedial facilities asserted to be necessary
due to groundwater contamination from the Industrial Park.

         22. GE/Unisys shall be responsible for claims or demands for penalties
for violations of (a) EPA's OU-2 Order, (b) EPA's OU-1 Order after the
completion of the Initial Testing Program, or (c) any Future EPA order relating
to the Site.

         23. GE/Unisys shall make all reasonable efforts to settle and end the
Lawsuit as soon as possible on terms acceptable to all the Parties.

         24. GE/Unisys shall make all reasonable efforts to avoid Harman,
Motorola and West being parties to any future consent decrees, orders or
agreements for investigation or Cleanup at the Site.

         25. After completion of the Initial Testing Program GE/Unisys shall
take over the administrative aspects of addressing the Site, including
communications with the United States and Puerto Rico Agencies.

         26. GE/Unisys shall keep Harman, Motorola and West informed of
activities and developments at the Site in a manner and to an extent appropriate
in light of any potential future involvement of Harman, Motorola and West with
the Site arising from the stipulations required by paragraph 10 of this
Agreement or otherwise.

                                      -9-

<PAGE>

         27. If EPA requires GE/Unisys to implement a groundwater remedy at the
Site which does not include delivery of the treated water to the PRASA
distribution system (but instead requires some other disposition of the treated
water such as reinjection), then the Parties recognize that an increase in
Harman's, Motorola's and West's payments under this Settlement Agreement will be
necessary. If and when such alternative groundwater remedy is required,
GE/Unisys, Harman, Motorola and West promptly will negotiate a new monetary
allocation among themselves to account for the increased capital, operating and
maintenance costs of the groundwater remedy. If within sixty (60) days after
EPA's order calling for a groundwater remedy that does not include delivery of
the treated water to the PRASA distribution system, the Parties cannot agree on
the amount (present value) by which such costs have been increased ("the
delta"), then that amount shall be determined by final and binding arbitration
under the rules of the American Arbitration Association. GE/Unisys will be
responsible for 90% of the delta and Harman, Motorola and West each will be
responsible for 3-1/3% of the delta.

         D. Excluded Matters

         28. The following matters are specifically excluded from this
Settlement Agreement. The Parties retain any claims and defenses they may have,
against each other or otherwise, with respect to the following matters:

                  a.   Claims for natural resource damages and claims for
                       response costs incurred by any natural resource trustee;


                                      -10-

<PAGE>

                  b.   Personal injury or property damage claims;

                  c.   Future releases, spills or disposal on or into the
                       ground or surface waters, or directly into the
                       groundwater, of CERCLA hazardous substances that are not
                       on or in the ground as of the Agreement Date; and

                  d.   Remediation of the Landfill (or any other location
                       besides the Site) above the water table if required by
                       the United States, a Puerto Rico Agency, or any other
                       governmental authority.

         E. Miscellaneous

         29. This Agreement shall be governed by and interpreted in accordance
with the laws of the District of Columbia, without regard to the principles
governing conflicts of laws.

         30. Should any provision of this Agreement be deemed unenforceable for
any reason, the remainder of this Agreement shall continue in effect so long as
the purpose of this Agreement is not nullified by the absence of such provision.

         31. This Agreement reflects the entire agreement between the Parties
and supersedes all prior agreements related to the same subject matter. This
Agreement can be amended, restated or supplemented only by the written agreement
of all Parties.

         32. The headings contained in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement.


                                      -11-

<PAGE>



     33. This Agreement may be signed in two or more counterparts, all of which
together shall be the original Agreement.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.




                            GENERAL ELECTRIC COMPANY and                       
                              CARIBE GENERAL ELECTRIC                          
                              PRODUCTS, INC.                                   
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               
                            UNISYS CORPORATION                                 
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               
                            HARVARD INDUSTRIES, INC.,                          
                              HARMAN AUTOMOTIVE, INC.                          
                              and HARMAN AUTOMOTIVE OF                         
                              PUERTO RICO, INC.                                
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               


                                      -12-


<PAGE>




                           MOTOROLA, INC. and MOTOROLA                        
                              TELCARRO DE PUERTO                               
                              RICO, INC.                                
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                
                                  --------------------------------------------
                                                                               
               



                           THE WEST COMPANY INCORPORATED                       
                              and THE WEST COMPANY OF                          
                              PUERTO RICO, INC.                                
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:               
                                  --------------------------------------------
                                                                               
                                                                               
                           







                                      -13-

<PAGE>



         33. This Agreement may be signed in two or more counterparts, all of
which together shall be the original Agreement.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.




                            GENERAL ELECTRIC COMPANY and                       
                              CARIBE GENERAL ELECTRIC                          
                              PRODUCTS, INC.                                   
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               
                            UNISYS CORPORATION                                 
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               
                            HARVARD INDUSTRIES, INC.,                           
                              HARMAN AUTOMOTIVE, INC.                          
                              and HARMAN AUTOMOTIVE OF                         
                              PUERTO RICO, INC.                                
                                                                               
                                                                               
                            By:                                                
                               ----------------------------------------------- 
                                                                               
                            Title:                                             
                                   ------------------------------------------- 
                                                                               


                                      -14-


<PAGE>

         11. This Agreement may be signed in two or more counterparts, all of
which together shall be the original Agreement.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.


                              GENERAL ELECTRIC COMPANY and
                                CARIBE GENERAL ELECTRIC
                                PRODUCTS, INC.


                              By:
                                 -----------------------------------------------

                              Title:
                                     -------------------------------------------

                              UNISYS CORPORATION

                              By: S.W. Martin
                                 -----------------------------------------------

                              Title: Vice President-Corporate Securities


                              HARVARD INDUSTRIES, INC.,
                                HARMAN AUTOMOTIVE, INC.
                                and HARMAN AUTOMOTIVE OF
                                PUERTO RICO, INC.


                              By:
                                 -----------------------------------------------

                              Title: 
                                     -------------------------------------------



                                      -15-


<PAGE>

         11. This Agreement may be signed in two or more counterparts, all of
which together shall be the original Agreement.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.


                              GENERAL ELECTRIC COMPANY and
                                CARIBE GENERAL ELECTRIC
                                PRODUCTS, INC.


                              By:
                                   ---------------------------------------------

                              Title:
                                      ------------------------------------------

                              UNISYS CORPORATION

                              By:
                                   ---------------------------------------------

                              Title:
                                      ------------------------------------------

                              HARVARD INDUSTRIES, INC.,
                                HARMAN AUTOMOTIVE, INC.
                                and HARMAN AUTOMOTIVE OF
                                PUERTO RICO, INC.


                              By:
                                   ---------------------------------------------

                              Title: Secretary



                                      -16-

<PAGE>

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first set forth
above.


                              GENERAL ELECTRIC COMPANY and
                                CARIBE GENERAL ELECTRIC
                                PRODUCTS, INC.


                              By:
                                 -----------------------------------------------

                              Title:
                                     -------------------------------------------

                              UNISYS CORPORATION

                              By:  
                                 -----------------------------------------------

                              Title: 
                                     -------------------------------------------

                              HARVARD INDUSTRIES, INC.,
                                HARMAN AUTOMOTIVE, INC.
                                and HARMAN AUTOMOTIVE OF
                                PUERTO RICO, INC.


                              By:
                                 -----------------------------------------------

                              Title:
                                     -------------------------------------------

                              MOTOROLA, INC. and MOTOROLA
                                TELCARRO DE
                                PUERTO RICO, INC.


                              By:
                                 -----------------------------------------------

                              Title: Corporate Vice President and 
                                     General Manager



                                      -17-

<PAGE>

                              THE WEST COMPANY, INCORPORATED


                              By: Victor E. Zieglar
                                  ----------------------------------------------
                                  Victor E. Zieglar
                                  Executive Vice President

                              THE WEST COMPANY OF PUERTO RICO, INC.


                              By: Stephen M. Haumann
                                  ----------------------------------------------
                                  Stephen M. Haumann
                                  President















                                      -18-