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                                                                  EXECUTION COPY

                          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 The CIT Group/Business Credit, Inc., as
Administrative Agent (in such capacity, the "Administrative Agent") under the
Financing Agreement referred to below, for the benefit of each of the Lenders,
the Issuing Bank and the Agents (each as defined therein, a "Beneficiary").


                              W I T N E S S E T H:


WHEREAS the Beneficiaries, and the Arrangers, 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 Beneficiaries will, on the
terms and subject to the conditions set forth therein, make loans or advances to
the Companies, issue Letters of Credit for the accounts of certain of the
Companies and otherwise to extend credit or financial accommodations to the
Companies, and (ii) for Grantor to grant to the Administrative Agent 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.
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         "Trademark License" means any agreement, written or oral, providing for
         the grant by or to Grantor of any right to use any Trademark.


                     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
         Administrative Agent 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, and 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


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                  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");

         (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 Administrative Agent 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 Administrative Agent's Rights as Secured Party. Upon the occurrence
         of any Event of Default, the Administrative Agent shall have all the


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         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 12.1(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 time, the
         Administrative Agent 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 Administrative Agent's
                  name, or the name of the Administrative Agent'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 Administrative Agent under this
                  Agreement or subject to this Agreement.

         (c)      Grantor agrees that any notice of sale, disposition, or other
                  intended action by the Administrative Agent 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 12.2 of the Financing Agreement, in connection
                  with an Event of Default, the rights and remedies of the
                  Administrative Agent provided for herein, including, without
                  limitation, your rights to exercise the powers granted to the
                  Administrative Agent 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 Administrative Agent in Paragraph 11.1 of Section
         11 of the Financing Agreement and Grantor confirms that the
         Administrative Agent, or any person or agent designated by the
         Administrative Agent may, as Grantor's attorney-in-fact thereunder, at
         Grantor's cost and expense, exercise all of the powers there granted to
         the Administrative Agent 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 Administrative Agent were
                  absolute owner thereof, and to apply the proceeds thereof to


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                  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 Administrative Agent's interest therein and to
                  notify any persons indebted on any IP Collateral to make
                  payment directly to the Administrative Agent for Grantor's
                  account and receive and 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 Required Lenders. Grantor hereby
         ratifies and approves all of the Administrative Agent's acts taken
         pursuant to the foregoing appointment, other than acts constituting
         gross negligence or willful misconduct, and the Administrative Agent,
         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 Administrative Agent. Grantor agrees
         that, in the event the Administrative Agent 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
         Administrative Agent 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 Administrative Agent 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 Administrative Agent 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 Administrative Agent 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 Administrative Agent to carry out the intent and
         purpose of this Agreement, to assure and confirm to the Administrative
         Agent the grant or perfection of a first priority security interest in
         the IP Collateral, and to enable the Administrative Agent to exercise
         and enforce its rights and remedies hereunder with respect to any IP
         Collateral. Notwithstanding the foregoing, Grantor's obligations to


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         record Administrative Agent's security interest in any patent or
         trademark application or registration 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 operations
         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 Administrative Agent 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 Administrative Agent.

3.04.    Notice to Administrative Agent and Lenders.

         (a)      Abandonments or Adverse Proceedings. Grantor shall promptly
                  provide written notice in the manner provided in Section 5.08
                  to the Administrative Agent and the Lenders if it knows, or
                  has reason to know, that any application or registration for
                  any Patent or 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 any court or tribunal in any country regarding
                  the ownership of any Patent or Trademark in the U.S. or Canada
                  or in any other country if such application or registration is
                  necessary for the operation of a material portion of Grantor's
                  business or any application or registration therefor or its
                  right to register the same or to keep and maintain the same.

         (b)      Filing an application for registration of any Patent or
                  Trademark. 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


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                  with the United States Patent and Trademark Office or any
                  similar office or agency in any other country or any political
                  subdivision thereof; or (ii) otherwise acquires any Patent,
                  Trademark or application therefor, Grantor shall report such
                  filing to the Administrative Agent and the Lenders within five
                  Business Days after the last day of the fiscal quarter in
                  which such filing occurs.

         (c)      Infringement, Misappropriation or Dilution. Grantor shall
                  promptly provide written notice in the manner provided in
                  Section 5.08 to the Administrative Agent and the Lenders
                  whenever Grantor learns that any Patent or Trademark included
                  in the IP Collateral is infringed, misappropriated or diluted
                  by a third party and, in the case of any such Patent or
                  Trademark 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 or Trademark.

         (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 Administrative Agent 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 Administrative Agent 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 Administrative Agent 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 Administrative Agent shall have received such opinions of counsel
         with respect thereto as it may have reasonably requested.


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                   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 as to 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
                  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 Administrative Agent 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 Administrative Agent 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 Administrative Agent in connection
         with such disposition and its exercise of its and the Beneficiaries'
         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
         Administrative Agent 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 Administrative Agent agrees to pay
         over any remaining balance as it and the Junior Lien Lender have agreed
         in the Intercreditor Agreement and, only if the Administrative Agent
         holds any balance after all such applications will it be required to
         pay the balance over 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


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         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 Administrative Agent 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 Beneficiaries and/or the
         Junior Lien Lender, as applicable, under the Financing Agreement or the
         Intercreditor Agreement as to what rights and remedies you, the
         Beneficiaries and the Junior Lien Lender 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 their acceptance of the benefits of this Pledge
         Agreement) the Administrative Agent and each of the Beneficiaries
         hereby agrees 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 ADMINISTRATIVE AGENT, AND THE
         PROVISIONS HEREOF SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN


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         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;

                  (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 14.6
         of Section 14 of the Financing Agreement for notices relating thereto.

5.09.    Further Assurances. Grantor will take any such action as the
         Administrative Agent may reasonably require to further confirm or
         protect the Administrative Agent's rights under this Agreement in the
         IP Collateral. Grantor agrees to execute and deliver to the
         Administrative Agent (at Grantor's expense) any further documentation
         or papers necessary to carry out the intent or purpose of this


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         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
         Administrative Agent 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 9.3 of Section 9 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 Administrative Agent 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 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 Administrative Agent
         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 Administrative Agent 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 Required Lenders.

5.13.    Assignment. This Agreement may be assigned by the Administrative Agent
         and shall be for the benefit of each of the Beneficiaries and each of
         their 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:



Agreed and Accepted as of
the date set forth above

THE CIT GROUP/BUSINESS CREDIT, INC.


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


                                       12
<PAGE>


                                       ADDITIONAL GRANTOR:


                                       Harvard Industries Risk Management, Inc.
                                       (f/k/a Doehler-Jarvis Technologies, Inc.)

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




                                       13
<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 CIT
Group/Business Credit, Inc., as Administrative Agent (the "Administrative
Agent") for the benefit of the Beneficiaries defined therein, Grantor has
granted to the Administrative Agent a continuing security interest in and a
continuing lien upon, the patents and patent applications shown below:


                                     PATENTS

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



                               PATENT APPLICATIONS

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


                                       14
<PAGE>


         Grantor and the Administrative Agent 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:

Acknowledged and Accepted:

CIT GROUP/BUSINESS CREDIT, INC.
as Administrative Agent

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


                                       15
<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 CIT Group/Business Credit, Inc., as Administrative Agent (the
"Administrative Agent") for the benefit of the Beneficiaries defined therein,
Grantor has granted to the Administrative Agent a continuing security interest
in and continuing lien upon, the trademarks and trademark applications shown
below:

                                   TRADEMARKS

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


                             TRADEMARK APPLICATIONS

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


                                       16
<PAGE>


         Grantor and the Administrative Agent, 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:

Acknowledged and Accepted:

CIT GROUP/BUSINESS CREDIT, INC.
as Administrative Agent

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


                                       17
<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
CIT Group/Business Credit, Inc., as Administrative Agent (the "Administrative
Agent") for the benefit of the Beneficiaries defined therein, Grantor has
granted to the Administrative Agent a continuing security interest in and a
continuing lien upon, the copyrights and copyright applications shown below:



                                   COPYRIGHTS

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



                             COPYRIGHT APPLICATIONS

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


                                       18
<PAGE>




         Grantor and the Administrative Agent 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:
                                                          ----------------------

Acknowledged and Accepted:

CIT GROUP/BUSINESS CREDIT, INC.
as Administrative Agent

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


                                       19
<PAGE>


                            SCHEDULE FOREIGN PATENTS




                                       20
<PAGE>


                           SCHEDULE FOREIGN TRADEMARKS





                                       21