<PAGE>


                      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 BETWEEN THE

                      DEBTORS AND THE FONALLEDAS CLAIMANTS

         This stipulation and order (the "Stipulation") is made and entered into
this 17 of November, 1998, by and between the above-captioned debtors and
debtors in possession (collectively, the "Debtors") on the one hand and M.R.
(Vega Alta), Inc. ("M.R."), Santa Cruz, Inc. ("Santa Cruz"), Gomera (Dorado),
Inc. ("Gomera") and Monte Rey S.E. ("Monte Rey") and Empresas Fonalledas II,
Inc. ("Empresas" and collectively with M.R., Santa Cruz, Gomera and Monte Rey,
the "Fonalledas Claimants") on the other hand, by and through their respective
undersigned counsel.

         WHEREAS, on May 8, 1997 (the "Petition Date"), Harvard Industries, Inc.
("Harvard"), Harman Automotive, Inc. ("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 Cases") 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, on October 23, 1997, certain of the Fonalledas Claimants (the
"Plaintiffs") filed a First Amended Complaint For




<PAGE>


Cost Recovery, Injunctive Relief, Declaratory Judgment, Damages and Other Relief
in the Unites States District Court for the District of Puerto Rico in the case
captioned M.R. (Vega Alta), Inc. et al. v. Caribe General Electric Products,
Inc., et al., Civil No. 97-2294 (JAF) (the "Complaint") against Harman
Automotive Puerto Rico, Inc. ("Harman Puerto Rico")1 and Harvard as well as
certain other named defendants unrelated to the Debtors (collectively, the
"Defendants"); and

         WHEREAS, the Complaint alleges that the Defendants are liable to the
Plaintiffs, the owners of certain parcels of real property in Vega Alta, Puerto
Rico (the "Puerto Rico Properties"), for among other things, recovery of
response costs incurred under CERCLA, failure to comply with an unilateral order
issued under CERCLA, negligence, nuisance, trespass, strict liability and
interference with contract in connection with alleged environmental
contamination on the Puerto Rican Properties arising from the Vega Alta Public
Well Field Site as well as the Defendants' failure to comply with clean-up
orders; and

         WHEREAS, the Complaint seeks in excess of $50 million in damages from
the Defendants; and



----------------
1     Harman Puerto Rico was a former subsidiary of Harman Automotive, Inc.,
      one of the Debtors. Harman Puerto Rico has been dissolved and is not a
      debtor in these chapter 11 cases.


                                      -2-

<PAGE>



         WHEREAS, the Complaint, with respect to the Debtors, has not been
served and is subject to the automatic stay provided by section 362 of the
Bankruptcy Code; and

         WHEREAS, on or about February 9, 1997, Empresas Fonalledas filed ten
proofs of claim (Claim Nos. 2901, 2902, 2903, 2904, 2905, 2906, 2907, 2908, 2909
and 2910) (collectively, the "Empresas Fonalledas Claims") asserting unsecured,
unliquidated claims against each of the Debtors. The amount of the Empresas
Fonalledas Claims, eliminating duplicative claims, is in excess of $50,000,000;
and

         WHEREAS, on or about February 9, 1997, Gomera filed ten proofs of claim
(Claim Nos. 2911, 2912, 2913, 2914, 2915, 2916, 2917, 2918, 2919 and 2920)
(collectively, the "Gomera Claims") asserting unsecured, unliquidated claims
against each of the Debtors. The amount of the Gomera Claims, eliminating
duplicative claims, is in excess of $50,000,000; and

         WHEREAS, on or about February 9, 1997, M.R. filed ten proofs of claim
(Claim Nos. 2921, 2922, 2923, 2924, 2925, 2926, 2927, 2928, 2929 and 2930)
(collectively, the "M.R. Claims") asserting unsecured, unliquidated claims
against each of the Debtors. The amount of the M.R. Claims, eliminating
duplicative claims, is in excess of $50,000,000; and

         WHEREAS, on or about February 9, 1997, Monte Rey filed ten proofs of
claim (Claim Nos. 2931, 2932, 2933, 2934, 2935, 2936, 2937, 2938, 2939 and 2940)
(collectively, the "Monte Rey Claims") asserting unsecured, unliquidated claims
against each of


                                      -3-

<PAGE>



the Debtors. The amount of the Monte Rey Claims, eliminating duplicative claims,
is in excess of $50,000,000; and

         WHEREAS, on or about February 9, 1997, Santa Cruz filed ten proofs of
claim (Claim Nos. 2941, 2942, 2943, 2944, 2945, 2946, 2947, 2948, 2949 and 2950)
(collectively, the "Santa Cruz Claims" and collectively with the Empresas
Fonalledas Claims, Gomera Claims, M.R. Claims, and the Monte Rey Claims,
hereafter referred to as the "Claims") asserting unsecured, unliquidated claims
against each of the Debtors. The amount of the Santa Cruz Claims, eliminating
duplicative claims, is in excess of $50,000,000; and

         WHEREAS, the Fonalledas Claimants objected to confirmation of the Plan
(as defined herein), however, prior to the confirmation hearing, the Fonalledas
Claimants and Debtors resolved the issues underlying the Fonalledas Claimants'
objection to the Plan in principle and the Fonalledas Claimants withdrew their
objection; 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, the Debtors and the Fonalledas Claimants have amicably
resolved all outstanding issues regarding the Complaint and the Claims upon the
terms and conditions set forth herein;


                                       -4-

<PAGE>


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

         1. The Debtors agree to pay the Fonalledas Claimants $150,000.00 in
cash (the "Settlement Amount") in full and final satisfaction of the Claims and
the Complaint and any other claims related in any manner to the Puerto Rico
Properties. The Settlement Amount shall be paid as follows:

                  a) The Debtors shall pay the Fonalledas Claimants the sum of
$90,000 within thirty (30) days of the 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; and

                  b) The Debtors shall pay the Fonalledas Claimants the sum of
$60,000 on or before the one year anniversary of the Effective Date.

         2. The Fonalledas Claimants and the Debtors hereby agree that the
Complaint (a) shall not be served upon or otherwise prosecuted against the
Debtors or Reorganized Debtors (as such term is defined in the Plan) and (b)
shall be withdrawn and dismissed with prejudice as it relates to the Debtors and
the Reorganized Debtors.

         3. Claim Nos. 2901, 2902, 2903, 2904, 2905, 2906, 2907, 2908, 2909,
2910, 2911, 2912, 2913, 2914, 2915, 2916, 2917, 2918, 2919, 2920, 2921, 2922,
2923, 2924, 2925, 2926, 2927, 2928, 2929, 2930, 2931, 2932, 2933, 2934, 2935,
2936, 2937, 2938, 2939, 2940, 2941, 2942, 2943, 2944, 2945, 2946, 2947, 2948,
2949 and


                                       -5-

<PAGE>



2950 shall be deemed withdrawn by the Fonalledas Claimants 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. The Fonalledas Claimants shall not file any other claims in the
Bankruptcy Cases or seek to refile, modify or amend Claim Nos. 2901, 2902, 2903,
2904, 2905, 2906, 2907, 2908, 2909, 2910, 2911, 2912, 2913, 2914, 2915, 2916,
2917, 2918, 2919, 2920, 2921, 2922, 2923, 2924, 2925, 2926, 2927, 2928, 2929,
2930, 2931, 2932, 2933, 2934, 2935, 2936, 2937, 2938, 2939, 2940, 2941, 2942,
2943, 2944, 2945, 2946, 2947, 2948, 2949 and 2950.

         5. The Fonalledas Claimants, their officers, directors, partners,
principals, affiliates, professionals and agents, together with their successors
and assigns, shall release the Debtors, any and all of the Reorganized Debtors
and successors and assigns of the Debtors and the Reorganized Debtors from any
and all past, present or future causes of action, claims, suits, actions and
liabilities, whether known or unknown, arising out of, relating to, or in
connection with the Claims, including without limitation claims for personal
injury, property damage or response costs arising out of, relating to, or in
connection with contamination at, under, adjacent to, or migrating from the Vega
Alta Public Well Field Site in Vega Alta, Puerto Rico.

         6. The Debtors, the Reorganized Debtors and successors and assigns of
the Debtors and the Reorganized Debtors shall release the Fonalledas Claimants,
their officers,


                                       -6-

<PAGE>



directors, partners, principals, affiliates, professionals and agents, together
with their successors and assigns, from any and all past, present or future
causes of action, claims, suits, actions and liabilities, whether known or
unknown, arising out of, relating to, or in connection with the Claims,
including without limitation claims for personal injury, property damage or
response costs arising out of, relating to, or in connection with contamination
at, under, adjacent to, or migrating from the Vega Alta Public Well Field Site
in Vega Alta, Puerto Rico.

         7. Pursuant to (a) Section 11.1 of the Plan, (b) the Order of the
Bankruptcy Court dated October 15, 1998 confirming the Plan and (c) sections 524
and 1141(d) of the Bankruptcy Code, the Debtors and the Reorganized Debtors
shall be deemed discharged from any and all past, present or future causes of
action, claims, suits, actions and liabilities, whether known or unknown,
arising out of, relating to, or in connection with the Claims, including,
without limitation, claims for personal injury, property damage or response
costs arising out of, relating to, or in connection with contamination at,
under, adjacent to, or migrating from the Vega Alta Public Well Field Site in
Vega Alta, Puerto Rico.

         8. Neither the Fonalledas Claimants nor the Debtors or the Reorganized
Debtors release, settle or waive any claim, right, or cause of action they may
have against or in regard to any person or entity other than the persons or
entities identified in paragraphs 5 or 6 above. By way of example and without
limitation, neither the Fonalledas Claimants nor the


                                       -7-

<PAGE>



Debtors release, settle or waive any claim, right or cause of action they may
have against or in regard to the following entities: Caribe General Electric
Products, Inc.; General Electric Company; West Company of Puerto Rico, Inc.; The
West Company, Inc.; Motorola Inc.; Motorola International Development
Corporation; Motorola Electronica de Puerto Rico; Unisys Corporation; the United
States Environmental Protection Agency ("USEPA"); Carol Browner, Administrator,
USEPA; Jeanne M. Fox, Regional Administrator, USEPA, Region II; and the United
States. The Fonalledas Claimants and the Debtors expressly reserve all rights
that they may have against the entities identified in the preceding sentence and
any other person or entity not identified in paragraph 5 and 6 above.

         9. Other than in an action to enforce the terms of this Stipulation,
this Stipulation and Order shall not constitute, be interpreted, construed, or
used as evidence of any admission of liability, law or fact, a waiver of any
right or defense, nor an estoppel against the Fonalledas Claimants or the
Debtors.

         10. This Stipulation and Order constitutes the entire understanding of
the Debtors and the Fonalledas Claimants with respect to the Complaint and
Claims filed by the Fonalledas Claimants and supersedes any previous agreements
entered into with respect to the Complaint and Claims filed by the Fonalledas
Claimants.

         11. The Bankruptcy Court shall retain jurisdiction to hear and
determine any matter arising from or relating to this


                                       -8-

<PAGE>



Stipulation and the Claims which are the subject hereof.

         12. 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 17, 1998



YOUNG CONAWAY STARGATT &                   OPPENHEIMER WOLFF DONNELLY & BAYH LLP
   TAYLOR, LLP


/s/ Victoria Watson Counihan               /s/ Margaret N. Strand 
-------------------------------           ------------------------------------
James L. Patton (No. 2202)                 Margaret N. Strand 
S. David Peress (No. 2679)                 1350 Eye Street N.W. 
Victoria W. Counihan (No. 3488)            Washington, D.C. 20005-3324 
Rodney Square North                        
P.O. Box 391                               Attorneys for Fonalledas Claimants
Wilmington, DE 19899-0391
(302) 571-6600

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 2d day of December, 1998


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