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                              SERVICES AGREEMENT

     This Agreement, dated this 3rd day of December, 1999, is made by and
between Outboard Marine Corporation, a Delaware corporation (hereinafter
referred to as "OMC"), and Harvard Industries, Inc., a Delaware corporation
located at 3 Werner Way, Lebanon, New Jersey 08833 (hereinafter referred to as
"Harvard").

     WHEREAS, Harvard has experience in opening and managing aluminum die cast
manufacturing facilities and operations; and,

     WHEREAS, OMC desires to retain Harvard to manage certain aspects of its
aluminum die cast operation located in Waukegan, Illinois (the "Project").

     NOW THEREFORE, in and for good and valuable consideration as provided for
herein, the parties hereto agree as follows:

I.   Services. OMC hereby retains Harvard to perform the following services (the
"Services") beginning on January 3, 2000:

     a. General management of the die cast operation and certain associated
     machining of the Products (the "Products") produced at OMC's Waukegan,
     Illinois aluminum die cast facility (the "Facility") as more particularly
     described on Exhibit "A", attached hereto and incorporated herein, and
     OMC's employees working at the Facility;

     b. Purchasing management of all direct and indirect materials and products
     required for the operation of the Facility and the manufacture of the
     Products through OMC's Supply Management Department using existing OMC
     processes;

     c. Scheduling of production, including inventory required to cover
     requirements during transition of production from the Facility to locations
     designated by Harvard and approved by OMC ("Designated Locations"), and
     delivery of the Products to the designated OMC facilities in accordance
     with OMC's build schedule, Harvard shall take no direct action which would
     result in a negative variance to OMC's cost for the Products, except for
     overtime labor which is required to meet OMC's production requirements.

     d. Quality control of the Facility, manufacturing processes and the
     Products to ensure that all Products are built to specification provided by
     OMC;

     e. Oversight of OMC's Facility accounting staff responsible for the
     accounting function for the Facility, including determination of actual
     cost for each Product manufactured based on OMC's fiscal 1998 actual
     financial results and further based on Harvard's costing and allocation
     systems and methodologies;

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         f. In the event that Harvard reasonably determines, pursuant to Section
         II below, that additional business is not obtainable to justify the
         purchase of all of the machinery and equipment and lease of the
         Facility from OMC, Harvard shall manage and be responsible for the
         orderly and timely relocation and transition of the manufacture of the
         Products from the Facility to Designated Locations, including the
         relocation of machinery and equipment, and all other relevant assets
         (e.g. dies, drawings, etc.) required to meet OMC's production
         requirements and the costs associated therewith, by not later than
         December 31, 2000. Notwithstanding the foregoing, if such relocation
         and transfer shall not have occurred by December 31, 2000, the time
         frame may be extended by mutual agreement of the parties, on a month
         to month basis, for a period not to exceed three months. No service
         fee will be due or  payable to Harvard during such extension.

         g. Use its best efforts to achieve any and all costs savings, which
         must be approved in writing in advance by OMC, which shall be passed
         through to OMC;

         h. Communicate with OMC regarding the Services and timing of the
         transition of the production of Products from the Facility to
         Designated Locations; and

         i. At no time shall Harvard have the authority to terminate any
         employee of OMC. However, from time to time, in order to reduce direct
         costs of labor, Harvard may suggest to OMC that certain positions be
         eliminated to reduce costs.

Harvard shall report to and consult with Sandra Meurlot at OMC on a regular
basis regarding the Project and the Services provided for hereunder.

II. Location Evaluation Period. From the date hereof through December 31, 1999,
Harvard shall use its best efforts to evaluate the viability of obtaining
additional die casting and machining business in order to utilize excess
capacity currently existing at the Facility, or some mutually agreeable
reconfiguration thereof, currently being used for the manufacture of the
Products. Harvard shall, in its sole discretion after consultation with OMC,
determine whether any such additional business would make it cost effective for
Harvard to acquire the machinery and equipment associated with or required for
the manufacture of the Products and any additional business at the then fair
market value, pursuant to a Lease/Purchase Agreement to be entered into between
the parties and to lease that portion of the Facility required for the
manufacture of the Products and any additional business. Harvard shall provide
OMC with written notice of its decision not later than January 3, 2000.

III. OMC Responsibilities. During the Term of the Agreement OMC shall be
responsible for the following:

     a. Providing firm build forecasts to Harvard under OMC's manufacturing
        control system;

     b. The costs of operating the Facility, including all production costs;


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     c. Human resources administration; and

     d. Shut down costs associated with the Facility and its employees located
        there, excluding costs associated with the relocation of the machinery
        and equipment required for the manufacture of the Products.

IV.  Term of Agreement. This Agreement shall begin on the date written above
and continue until the earlier of (i) December 31, 2000, (ii) the commencement
date of a Supply Agreement between the parties for the continuing supply of all
of the Products by Harvard from the Facility, or (iii) the date all of the
production of the Products has been transferred from the Facility to the
Designated Locations, at which time the Project shall be completed, unless
terminated earlier in accordance with the terms of this agreement.

V.    Time Devoted by Harvard. Harvard shall work the hours required to perform
the Services over the term. Harvard shall not perform any services, except those
provided for herein, without first receiving the prior written approval of OMC.

VI.   Place Where Services will be Rendered. Harvard will perform most of the
services required under this Agreement at the Facility in cooperation with
employees of OMC and shall make itself available to OMC on a regular basis.

VII.  Payment to Harvard. Harvard will be compensated for Services at the rate
of One Hundred Fifty Thousand dollars ($150,000.00) per month for the first
twelve months of this Agreement. The parties will meet at least every three
months in order to review the progress of the transition and to review the
service fee.

VIII. Independent Contractor. Both OMC and Harvard agree that Harvard will act
as an independent contractor in the performance of its duties under this
Agreement. Accordingly, Harvard shall be responsible for payment of all taxes,
filings and Social Security Administration reporting arising out of Harvard's
activities in accordance with this Agreement. Harvard hereby waives any and all
rights or claims to participation in or benefits under any and all of OMC's
welfare and pensions plans.

IX.   Warranty. Services shall be performed in a professional manner and meet
the reasonable satisfaction of OMC.

X.    Confidentiality. The parties shall abide by the terms of the
"Confidentiality Agreement" entered into between the parties on January 14,
1999.

XI.   Drawings. All drawings, models, specifications and other documents
prepared by Harvard in connection with the Products or Services covered by this
Agreement shall become the property of OMC. Thereafter, OMC shall have full
right to use such drawings, models, specifications and


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other documents for any purpose without any claim on Harvard's part for
additional compensation for such use. Harvard shall not place any restrictive
legend or proprietary notice on any of the foregoing which are inconsistent with
the rights of OMC hereunder, and Harvard hereby authorizes OMC to obliterate or
disregard any such legend or notice appearing on same.

XII.  Ability of Harvard to Bind Company. Harvard may not enter into any
contract or otherwise bind OMC in any way without the prior written authority
from OMC. Any contracts or other agreements entered into by Harvard on behalf of
OMC without the requisite authority shall be null and void and non-binding on
OMC.

XIII. Termination. Either party may terminate this Agreement upon thirty (30)
days notice to the other in the event of a breach of this Agreement by the other
party. This Agreement shall automatically terminate ninety (90) days from (i)
the date that the Supply Agreement between the parties for the manufacture of
the Products currently being manufactured at Facility is terminated in
accordance with its terms, (ii) January 31, 2000 in the event that the above
referenced Supply Agreement is not consummated by that date, (iii) the date that
the Lease Agreement between the parties for the machinery and equipment located
at the Facility and required for the manufacture of the Products at the
Designated Locations is terminated, or (iv) January 31, 2000 in the event that
the aboved referenced Lease Agreement is not consummated by that date. In the
event of termination of this Agreement as a result of a breach by OMC hereunder
or of the Supply Agreement or Lease Agreement, OMC shall compensate Harvard for
any and all time spent by Harvard on this project through the date of
termination. In the event of a termination of this Agreement for cause by either
party, Harvard agrees to continue to provide the Services during the period of
transition to a new Service provider, not to exceed 90 days.

XIV.  Controlling Law. This Agreement shall be construed in accordance with the
laws of the State of Illinois and jurisdiction shall be with the State and
Federal courts located therein.

XV.   Harvard Indemnification. Harvard shall indemnify, hold harmless and
defend, OMC, its officers, directors, Affiliates, agents and employees from any
and all claims, demands, litigation, expenses and liabilities (including costs
and attorneys' fees) of every nature ("Liabilities") arising from or incident to
a breach of this Agreement or any warranty and representation contained herein.
Except to the extent of OMC's negligence, Harvard shall further indemnify, hold
harmless and defend, OMC, its officers, directors, Affiliates, agents and
employees from any and all Liabilities arising from any claim, demand,
litigation, expense or liability resulting from any violation or alleged
violation of the collective bargaining agreement between OMC and the employees
of the Facility (which results from actions taken by Harvard without the prior
written approval of OMC), the presence of Harvard's employees or agents on OMC
premises, or Harvard's negligent actions or omissions. All defense of such
claims shall be with counsel of OMC's choosing. Notwithstanding any other
provision herein, Harvard shall not indemnify OMC for contract disputes or
violations arising in the ordinary course of business, grievances filed or
arbitration demanded pursuant to the provisions of the collective bargaining
agreement, arising from the mere existence of this Agreement or the mere fact
that Harvard performs according to its terms.


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XVI.    Limitation of Liability.  Neither party shall be liable to the other for
consequential, incidental, indirect, or punitive damages, however caused and
regardless of legal theory or foreseeability, directly or indirectly arising
under this Agreement. Notwithstanding the foregoing, the parties are liable in
accordance with the provisions of this Agreement and this limitation of
liability shall not apply to the indemnification obligations under this
Agreement.

XVII.   Insurance.  Harvard shall maintain insurance as follows: (a) Commercial
General Liability covering claims for bodily injury, death, personal injury, or
property damage with minimum limits of $1,000,000 each occurrence and in the
aggregate and naming OMC as an additional insured as its interest may appear
with respect to this Agreement, (b) Comprehensive Automobile Liability, covering
the ownership, operation and maintenance of all owned, non-owned and hired
automobiles used in connection with the performance of this Agreement, with
minimum limits of $500,000 each occurrence; (c) Workers' Compensation with
statutory limits as required in the state where Services are being provided and
Employers' Liability or "Stop Gap" coverage with limits of $100,000 each
accident. OMC shall be given thirty (30) days advance written notification of
any cancellation or material change of such policy. Certificate(s) of insurance
evidencing coverage shall be forwarded to OMC prior to Services being provided
and upon any renewal of such insurance during the term of this Agreement.

XVIII.  Safety, Health and Accident Reports.  The saftey and health of Harvard's
employees and agents brought on OMC's premises shall be the sole reponsibility
of Harvard. Harvard shall comply with all local, state and federal
environmental, health and safety requirements, including those relating to the
use and handling of hazardous materials. Harvard shall report all accidents,
injury-inducing occurrences or property damage arising from the performance of
Services. OMC shall have the right to receive, at its request, copies of any
reports filed with Harvard's insurer or others. Harvard's employees and agents
on OMC premises shall comply with all facility rules and regulations.

XIX.   Compliance with Laws.  Harvard shall, at its expense, obtain all permits
and licenses, pay all fees, and comply with all federal, state and local laws,
ordinances, rules, regulations and orders ("Laws") applicable to Harvard's
performance under this Agreement.

XX.    Modifications.  This Agreement shall not be modified except as in writing
and signed by both parties hereto.

XXI.   Successors and Assigns.  This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors, heirs,
representatives and assigns as the case may be; provided, however, that Harvard
shall not assign or delegate this Agreement or any of the rights or obligations
hereunder without OMC's prior written consent, except that no such written
consent is necessary with respect to an assignment of this Agreement to its
wholly owned subsidiary, operating unit or any entity succeeding to its
business.


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XXII.   Notices.  All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been given or made, if in
writing and delivered personally or sent by expedited courier or facsimile, to
the parties at the following address:

        A.  If to OMC, to:  Outboard Marine Corporation, 100 Sea Horse Drive,
Waukegan, Illinois 60085, Attn: Vice President, Manufacturing with a copy to the
General Counsel.

        B.  If to Harvard, to: Pottstown Precision Casting, Inc. 400 Old Reading
Pike, Stowe, PA 19464 Attn: Carl Coslow, Group Vice President, with a copy to
the General Counsel.

        or such other addresses as shall be furnished by any party by like
notice to the other.

XXIII.  Entire Agreement.  This Agreement represents the entire agreement and
understanding of the parties hereto and supersedes all prior negotiations,
discussions, correspondence, communications, understandings and agreements
between the parties relating to the subject matter hereof and all prior drafts
of this Agreement, all of which are merged into this Agreement.

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

XXV.    Force Majeure.  Neither party shall be liable to the other for default
hereunder due to strikes, fires, floods, acts of God or the public enemy, acts
of the government or other causes beyond its control and without its fault or
negligence, provided that notification is provided in writing to the other party
within a reasonable time from the beginning thereof. The parties shall consult
with each other with respect to performance, suspension or alteration and shall
endeavor to remove rapidly the cause and resume their obligations as soon as
possible after such cause is removed.

XXVI.   Year 2000 Compliance.  Year 2000 compliance is required for all Services
provided by Harvard for the Project under this Agreement. Year 2000 Compliance
shall be defined as the ability to continue to provide services or deliver
products and to continue normal use of a system or item of software such that
neither the performance nor the functionality of the system or software will be
affected by any changes to the date format (no value for current date or any
manipulations of date values will cause interruption to the system) caused by
the advent of the year 2000.

        IN WITNESS WHEREOF, OMC and Harvard have caused Agreement to be signed
as of the date first written abvove.


By:  /s/ signature                          Witnessed: /s/ signature
     ---------------------------                       ------------------------
     Outboard Marine Corporation

By:  /s/ signature                          Witnessed: /s/ signature
     ---------------------------                       ------------------------
     Harvard Industries, Inc.



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