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                                                                   EXHIBIT 10.19

                        ASSET PURCHASE AND SALE AGREEMENT

     THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement"), is made and entered
into this 23rd day of July, 2002, by and between EATON CORPORATION, an Ohio
corporation having a principal place of business at 1111 Superior Avenue, Eaton
Center, Cleveland, Ohio 44114 ("EATON"), and MCLAREN PERFORMANCE TECHNOLOGIES,
INC., a Delaware corporation ("MCLAREN") having a principal place of business at
32233 West Eight Mile Road, Livonia, Michigan 48152.

                                   RECITALS:

     WHEREAS, EATON designs, develops, manufactures, markets, sells, and
services limited slip and locking differentials, for both original equipment and
aftermarket applications; and

     WHEREAS, MCLAREN is the owner of various assets including patents, patent
applications, trademarks, trademark applications, drawings, know how and various
tangible engineering assets relating to Gerodisc(TM) type differentials and
couplings for vehicle drivelines; and

     WHEREAS, MCLAREN desires to sell, transfer and convey to EATON, and EATON
desires to acquire, own and possess all of the assets, comprising the entire
line of business which MCLAREN has, relating to Gerodisc(TM) type devices; and

     WHEREAS, EATON and MCLAREN entered into a non-binding Letter of Intent,
dated November 8, 2001, setting forth the intention of the parties to enter into
a sale and transfer by MCLAREN to EATON of the entire line of business relating
to Gerodisc(TM) type devices;

     NOW, THEREFORE, in consideration of the payments provided for herein and
the covenants contained herein, the parties hereby agree as follows:

I.  DEFINITIONS:

1.01       "Patents" as used herein shall mean those patents and patent
           applications, both U.S. and foreign, set forth in Schedule A,
           attached hereto and made part of this Agreement.

1.02       "Trademarks" as used herein shall mean the trademark "Gerodisc" in
           whatever form or style, and including all rights (common law or
           otherwise) thereto and goodwill associated therewith, including
           all trademark registrations and applications for registration for
           the trademark "Gerodisc", as set forth in Schedule B, attached
           hereto and made part of this Agreement.

1.03       "Tangible Assets" as used herein shall mean those items set forth in
           Schedule C, attached hereto and made part of this Agreement.

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 1.04      "Licenses" as used herein shall mean those license agreements set
           forth in Schedule D, attached hereto and made part of this Agreement.

 1.05      "Assets" as used herein shall mean and include only the Patents, the
           Trademarks, the Tangible Assets, and the Licenses, collectively, as
           defined in the preceding subsections.

 1.06      "Closing Date" as used herein shall mean the date set forth in
           sub-section 11.01.

II.   SALE AND PURCHASE OF ASSETS:

 2.01      On the terms, and subject to the conditions of this Agreement, and
           for the consideration set forth in Section IV hereafter, MCLAREN
           hereby sells, transfers and conveys to EATON, as of the Closing
           Date, free and clear of all liens or encumbrances of any type, all
           of MCLAREN's respective rights, title and interest in and to the
           Assets, wherever such Assets are located, and whether or not such
           Assets have any value for accounting purposes, or are carried or
           reflected on or specifically referred to in the books or financial
           statements of MCLAREN.

 2.02      Notwithstanding the foregoing, MCLAREN shall retain, and there shall
           not be included in the Assets to be transferred to EATON, those items
           ("Excluded Assets") which are set forth in Schedule E, attached
           hereto and made part of this Agreement.

 2.03      The parties acknowledge and agree that, except as expressly  provided
           herein, the sale and purchase contemplated hereunder shall include
           only the Assets and shall not include any employees or other
           personnel, real property or interests therein, cash or cash
           equivalents, contracts(other than the Licenses), accounts receivable,
           or any other property, real or personal, tangible or intangible.

III.       LIABILITIES:

 3.01      The parties hereto agree that all obligations incurred by each party
           to the other under the Purchase Orders (as set forth in Schedule F,
           attached hereto and made part of this Agreement) have been fully
           performed, discharged or paid, as the case may be, and each party
           hereby waives any claim against the other in regard to any obligation
           owed to it by the other party under the Purchase Orders.

 3.02      EATON will be solely responsible for any and all liabilities and
           obligations relating to each of the transferred Assets arising after
           the Closing Date, including, without limitation, patent prosecution
           charges of any kind, including, without limitation, legal fees for
           the preparation, filing and prosecution of any patent application,
           and related disbursements and filing fees, incurred after the Closing
           Date, and patent maintenance fees and annuities due and payable after
           the Closing Date.

 3.03      Subject to the foregoing, EATON will not assume or be responsible
           for, and MCLAREN agrees that it will remain solely responsible for,
           any liability relating to the Assets arising before the Closing Date,
           including debts and obligations of MCLAREN, or its predecessors,
           including but not limited to:

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           (a) any liabilities, obligations, or debts incurred by MCLAREN prior
               to the Closing Date in connection with McLAREN's production of,
               repair, insurance of, or maintenance of any of the Tangible
               Assets;

           (b) all product liability and similar claims for injury to person or
               property (whether involving injury or death) or economic loss of
               any type arising prior to the Closing Date in connection with the
               use, or testing of any of the Tangible Assets;

           (c) all liabilities or obligations arising out of or relating to
               employment by MCLAREN of any person, whether as an employee of
               MCLAREN, or as an independent contractor hired by MCLAREN;

           (d) any and all taxes, including income taxes on the royalty income
               received by MCLAREN from the Licenses, wherein such taxes are
               attributable to the ownership of any of the Assets before the
               Closing Date, or attributable to the use of any of the Tangible
               Assets prior to the Closing Date.

IV.        PURCHASE PRICE:

 4.01      The total purchase price for all of the Assets to be transferred by
           MCLAREN to EATON in accordance with this Agreement shall be, and
           include the following components:

           (a) $1,500,000, subject to the increase, if any, under sub-section
               5.08, due and payable upon the Closing Date by wire transfer of
               immediately available funds to a bank account designated by
               MCLAREN, and provided in writing to EATON at least three (3)
               business days prior to the Closing Date as set forth in Schedule
               4.01, attached hereto and made part of this Agreement.

               (1)   Notwithstanding the foregoing, if MCLAREN does not obtain
               the consent of New Venture Gear as of the Closing Date, as
               required by sub-section 11.02 , EATON may, as its sole and
               exclusive remedy for MCLAREN's inability to obtain such
               consent, withhold $300,000 of such $1,500,000. Thereafter,
               EATON shall pay the withheld $300,000 to MCLAREN as follows:
               (i) $150,000 six (6) months after the Closing Date, or anytime
               after such date if all royalties then due from New Venture
               Gear for such six (6) month period under the Licenses have
               been paid to EATON; and (ii) $150,000 twelve (12) months after
               the Closing Date, or anytime after such twelfth month if the
               royalties then due from New Venture Gear under the Licenses
               for such six (6) month period have been paid to EATON.
               Notwithstanding the foregoing sentence, EATON shall promptly
               pay to MCLAREN the entire $300,000, or any remaining balance
               thereof, upon MCLAREN's obtaining the consent of New Venture
               Gear, but shall not be required to pay any portion of the
               withheld $300,000 if the royalties which are due and payable
               to EATON for the period beginning after the Closing Date are
               not paid to EATON.

               (2)   Notwithstanding the foregoing, if MCLAREN does not execute
               the amended license agreement with MAGNA-STEYR as of the
               Closing Date as required by sub-section 11.02, EATON may, as
               its sole and exclusive remedy, withhold $200,000 of such
               $1,500,000. Thereafter, EATON shall pay the withheld $200,000
               to MCLAREN as follows: (i) $100,000 six (6) months after the
               Closing Date or anytime after such date if all royalties then
               due from MAGNA-STEYR for such six

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               month period under the Licenses have been paid to EATON; and (ii)
               $100,000 twelve (12) months after the Closing Date or anytime
               after such date if all royalties then due from MAGNA-STEYR under
               the Licenses for such six (6) month period have been paid to
               EATON. Notwithstanding the foregoing sentence, EATON shall
               promptly pay to MCLAREN the entire $200,000 or any remaining
               balance thereof, upon the execution of an amended license
               agreement with MAGNA-STEYR, suitable to EATON, but shall not be
               required to pay any portion of the withheld $200,000 if the
               royalties which are due and payable to EATON for the period
               beginning after the Closing Date are not paid to EATON; and

           (b) an "Asset Transfer" payment by EATON to MCLAREN of two dollars
               ($2.00) per unit for all sales by EATON of Gerodisc(TM) units of
               the type to which the Assets relate, for sales for, and during,
               calendar years 2005 through 2009, such Asset Transfer payments
               not to exceed one million dollars ($1,000,000) in aggregate over
               such time period .

 4.02          The payment of the Asset Transfer payment as set forth in
               Subsection 4.01(b) above shall be made by EATON to MCLAREN on a
               calendar quarter basis, with each such payment to be accompanied
               by a report indicating the number of units sold and the total
               Asset Transfer payment being transmitted. Actual payment by EATON
               to MCLAREN shall be made by wire transfer in accordance with the
               procedure set forth in sub-section 4.01(a) above.

 4.03          EATON acknowledges that as of the date hereof MCLAREN has earned
               royalties under some or all of the Licenses described below.
               Accordingly, the parties shall allocate any royalty payments
               received by either of them under such Licenses according to the
               apportionment set forth below. Upon receipt of any royalty
               payments under any of the Licenses below, each party shall
               promptly pay to the other party any royalty payment or portion
               thereof to which the other party is entitled, pursuant to the
               following:

           (a) With respect to the License Agreement dated March 31, 1997
               between MCLAREN and Steyr-Powertrain AG & CO KG (the "Steyr
               Agreement"): MCLAREN shall be entitled to all of the royalties
               due and payable under the Steyr Agreement for the period up to
               the Closing Date, and to a portion of all the per unit royalties
               described in the Steyr Agreement for the half year beginning July
               1, 2002 and ending Dec. 31, 2002, which portion shall be equal to
               that amount determined by multiplying the royalty payable under
               the Steyr Agreement by a fraction, the denominator of which shall
               be 182, and the numerator of which shall be a number equal to the
               number of days in the period beginning July 1, 2002 and ending on
               the Closing Date. EATON shall be entitled to the remaining
               amount.

           (b) With respect to the License Agreement dated August 19, 1993, as
               amended, between MCLAREN and New Venture Gear, Inc. (the "First
               NVG Agreement"), MCLAREN shall be entitled to a portion of all
               royalties payable thereunder for the period beginning May 1, 2002
               and ending August 31, 2002, which portion shall be equal to that
               amount determined by multiplying the royalty payable under the
               First NVG Agreement by a fraction, the denominator of which shall
               be 123, and the numerator of which shall be a number equal to the
               number of days in the period beginning May 1, 2002 and ending on
               the Closing Date. EATON shall be entitled to the remaining
               amount.

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           (c) With respect to the License Agreement dated January 5, 1998
               between MCLAREN and New Venture Gear, Inc. (the "Second NVG
               Agreement"), MCLAREN shall be entitled to a portion of all
               royalties payable thereunder for the period beginning May 1, 2002
               and ending August 31, 2002, which portion shall be equal to that
               amount determined by multiplying the royalty payable under the
               Second NVG Agreement by a fraction, the denominator of which
               shall be 123, and the numerator of which shall be a number equal
               to the number of days in the period beginning May 1, 2002 and
               ending on the Closing Date. EATON shall be entitled to the
               remaining amount.

4.04       The total purchase price, as set forth in sub-section 4.01 above,
           shall be allocated among the transferred Assets on the following
           basis:

           (a) attributable to the value of the Patents : $600,000, plus all
               payments made by EATON under sub-section 4.01(b) above;

           (b) attributable to the royalties expected to be received by EATON
               under the Licenses: $500,000; and

           (c) attributable to the value of the Tangible Assets: all of the
               amount set forth in sub-section 4.01(a) above in excess of
               $1,100,000.

4.05       In the event MCLAREN is unable to obtain the required consent to
           assignment of any of the Licensees of the Licenses, EATON shall not
           attempt, through any claim , action, or proceeding, to enforce any
           rights thereunder in EATON's own name. Instead, at EATON's written
           request, and only upon EATON's written request, MCLAREN will enforce,
           in MCLAREN's own name, but for EATON's benefit, any and all rights
           under the Licenses, including the enforcement of grant-back licenses.
           All of MCLAREN's costs associated with the foregoing shall be at
           EATON's expense, and EATON shall have the sole right to direct and/or
           settle or otherwise resolve any such enforcement action.

V.   REPRESENTATIONS AND WARRANTIES OF MCLAREN :

      As of the Closing Date, MCLAREN makes the following representations and
warranties to EATON:

5.01           MCLAREN is a corporation duly organized and validly existing
               under the laws of the State of Delaware and has full corporate
               power and authority to own the transferred Assets owned as of the
               Closing Date, to carry on the business relating to the Assets, as
               it is being conducted by it as of the Closing Date, and to
               consummate the transactions contemplated by this Agreement.

 5.02          The entering into and the execution and delivery of this
               Agreement, and the consummation of the transactions contemplated
               hereby and thereby:

               (a) have been duly and validly authorized by requisite corporate
                   action of MCLAREN; and

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           (b) constitutes or will constitute the legal, valid, and binding
               obligation of MCLAREN, and no additional corporate or shareholder
               authorization or consent is or will be required.

 5.03      Except as may be set forth on the corresponding Schedule, as of the
           Closing Date, MCLAREN has good and marketable title, free and clear
           of all liens and encumbrances, to all of the Assets being transferred
           to EATON hereunder, and the Assets listed herein constitute all of
           the assets within the possession and/or control of MCLAREN relating
           to the subject matter of this Agreement.

 5.04      Except as may be set forth on the corresponding Schedule, MCLAREN is
           not a party to, or bound by, any agreement or contract, whether
           written or oral, of the following types, involving any of the Assets,
           nor are any such agreements or contracts presently being negotiated
           or discussed:

           (a)  any contract or agreement involving commitments by MCLAREN to
                make purchases of raw materials, parts, or services;

           (b)  any contract or agreement involving commitments by MCLAREN to
                make sales of Gerodisc(TM)type units of the type to which the
                Assets relate;

           (c)  any license agreement, either as licensor or licensee relating
                to any patent, patent application, trademark, registration for
                trademark, know how, trade secret or copyright; and

           (d)  any contract or agreement which would in any way limit or hinder
                EATON's ability to operate a business involving the Assets to be
                transferred under this Agreement to EATON.

 5.05      Except as may be set forth on the corresponding Schedule, MCLAREN has
           not received any written notice from any third party of that party's
           intent to terminate any contract or agreement which is any way
           material to EATON's ability to operate a business involving the
           Assets to be transferred to EATON hereunder.

 5.06      The Patents listed in Schedule A comprise all of the patents and
           patent applications which are owned or controlled by MCLAREN, or in
           which MCLAREN has any right, title, or interest, and which relate to
           the Assets and the Gerodisc(TM) type units to which this Agreement
           relates.

 5.07      Except as may be set forth in Schedule A, no third party has any
           right, title, or interest in and to any of the Patents, nor is
           MCLAREN required to obtain the consent of any such third party in
           order to assign the Patents to EATON, in accordance with the terms of
           this Agreement.

 5.08      As of the Closing Date, MCLAREN has paid, will have paid, or has
           authorized the payment of all patent prosecution fees, all
           maintenance fees and annuities for all of the Patents, wherein such
           maintenance fee or annuity is due at any time within three (3) months
           after the Closing Date, it being understood by and between the
           parties that, on the Closing Date, MCLAREN will provide EATON with
           appropriate documentation, (within fourteen (14) days of the Closing
           Date) of such payments and authorizations to pay, and the total of
           all such payments and authorized payments will, at MCLAREN'S option,
           be reimbursed by EATON or added to the amount to be paid by EATON in
           accordance with

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           Subsection 4.01(a) above.

5.09       Except as may be set forth on Schedule A, MCLAREN has not taken any
           action, or failed to take any action which is needed, in regard to
           any of the Patents, wherein such action, or such failure to take
           action, would result in the early expiration or abandonment or
           unenforceability of any of the Patents.

5.10       As of the Closing Date, and for the preceding three (3) years, there
           is no threatened or pending charge of infringement by any third party
           against MCLAREN, or, to McLAREN's knowledge, against any licensee of
           MCLAREN listed in Schedule D, based upon an alleged infringement of
           any patent of any third party, or of any other intellectual property
           right, relating to the design, development, manufacture, use, or sale
           of any product to which this Agreement relates, nor is MCLAREN or, to
           MCLAREN's knowledge, any of its licensees, obligated to pay any
           amount, either as a royalty, license fee, or damage payment to any
           third party, in regard to any products to which this Agreement
           relates.

5.11       To the best of MCLAREN'S knowledge, none of the Patents set forth in
           Schedule A is subject to any pending or threatened challenge, claim,
           or dispute, with the exception of routine prosecution in the
           respective Patent Offices.

5.12.      There is no pending, or to the best of MCLAREN'S knowledge,
           threatened, claim, litigation, proceeding or order of any court or
           governmental agency or arbitrator relating to Gerodisc(TM) units of
           the type to which this Agreement relates.

5.13       MCLAREN has adequately insured all of the Assets to be transferred to
           EATON under this Agreement against loss or damage resulting from fire
           or other risks typically insured against by extended coverage of a
           kind, and in an amount, customarily obtained by similar businesses,
           such insurance to continue until EATON takes full possession and
           control of all of the Tangible Assets.

VI.  REPRESENTATIONS AND WARRANTIES OF EATON:

           As of the Closing Date, EATON makes the following representations and
           warranties to MCLAREN:

6.01       EATON is a corporation duly organized and validly existing under the
           laws of the State of Ohio and has full power and authority to own the
           Assets, to carry on a business relating to the Assets, and to
           consummate the transactions contemplated by this Agreement.

6.02       The entering into and the execution and delivery of this Agreement
           and the consummation of the transactions contemplated hereby and
           thereby:
           (a)   have been duly and validly authorized by requisite corporate
                 actions; and
           (b)   constitute the legal, valid and binding obligation of EATON,
                 and no additional corporate or stockholder authorization or
                 consent is or will be required.

6.03       There is no pending, or to the best of EATON knowledge, threatened,
           claim, litigation, proceeding or order of any court or governmental
           agency or arbitrator or governmental investigation relating to

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           EATON, its business, or its assets which, if adversely determined,
           would individually or in the aggregate, materially impair, hinder or
           otherwise adversely affect the ability of EATON to effect the closing
           of this Agreement, or to perform any of its obligations under this
           Agreement.

VII.  COVENANTS OF MCLAREN:

7.01       MCLAREN covenants and agrees with EATON that, from the Closing Date
           until EATON takes full possession and control of the Tangible Assets,
           MCLAREN will properly protect and maintain the Tangible Assets in
           accordance with commercially reasonable practices, and will not sell,
           mortgage, or otherwise dispose of or encumber any of the Tangible
           Assets without the prior written consent of EATON.

7.02       MCLAREN shall promptly notify EATON, both on the Closing Date and as
           appropriate thereafter, at any time within one (1) month after the
           Closing Date, of any update of any of the Schedules attached hereto
           and made part of this Agreement.

7.03       MCLAREN agrees that it will cooperate with EATON in arranging for and
           carrying out, the transfer of all patent, patent application and
           prosecution files relating to all of the Patents, such transfer to
           occur within one (1) month after the Closing Date.

7.04       MCLAREN agrees that it will, at any time it may be so requested by
           EATON, enter into an appropriate, mutually agreeable, royalty-free
           sub-license agreement with EATON, whereby EATON will become a
           sub-licensee of MCLAREN under MCLAREN's License Agreement with Dana
           Corporation, dated February 28, 2001. MCLAREN agrees that it will not
           enter into any other sub-licenses with any other third party, under
           its License Agreement with Dana Corporation, dated February 28, 2001.

VIII. CONFIDENTIALITY:

8.01       All information and data known by MCLAREN or any of its respective
           affiliates, employees, officers, directors, or agents as of the
           Closing Date that relates to this transaction or to the Assets,
           including, but not limited to, know-how, compilations, formulae,
           processes, plans, blueprints, formulations, technical information,
           business practices and strategies, R&D, new product information,
           product samples, specifications, accounting and financial records,
           sales reports, invoices, purchase orders, shipping documents and
           reports, customer, vendor and supplier names, supplier/vendor orders,
           price guides, product pricing, payable and receivable agings, sales,
           marketing and merchandise catalogs, marketing information and
           scientific, commercial information or any other information relating
           in any way to the Gerodisc technology, whether communicated in
           writing, orally, by observation or other sensory detection, shall be
           considered Confidential Information.

8.02       For a period of five (5) years from the Closing Date, MCLAREN will
           hold Confidential Information in confidence and not disclose it to
           any third-party. MCLAREN shall restrict dissemination of Confidential
           Information to those of its employees, advisors and agents who have
           an actual need to know and who have a legal obligation to protect the
           confidentiality of the Confidential Information. The

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           obligation with regard to confidentiality and nonuse hereunder shall
           not extend to any Confidential Information which (a) at the time of
           disclosure is, through no fault of MCLAREN, in the public domain or
           thereafter becomes part of the public domain by publication or
           otherwise through no fault of the MCLAREN, its affiliates, employees
           or agents; (b) MCLAREN can establish was properly in its possession
           prior to the time of disclosure to it; (c) is independently made
           available to MCLAREN by a third party who has not violated a
           confidential relationship with the Disclosing Party; or (d) is
           required to be disclosed by legal process; provided that MCLAREN uses
           its best efforts to timely inform EATON and permit EATON to attempt
           by appropriate legal means to limit such disclosure. The exclusions
           enumerated above shall not apply to any specific information merely
           because it is included in more general nonproprietary information nor
           to any specific combination of information merely because individual
           elements, but not the combination, are included in nonproprietary
           information.

8.03       Because an award of money damages (whether pursuant to the foregoing
           sentence or otherwise) may be inadequate for any breach of this
           Agreement by either party, or their respective agents, attorneys,
           authorized employees or advisors, and any such breach may cause the
           non-breaching party irreparable harm, the parties also agree that, in
           the event of any breach or threatened breach of this Agreement, the
           non-breaching party will also be entitled, without the requirement of
           posting a bond or other security, to equitable relief, including
           injunctive relief and specific performance. Such remedies will not be
           the exclusive remedies for any breach of this Agreement but will be
           in addition to all other remedies available at law or equity to the
           non-breaching party.

8.04       In the event that any paragraph or portion of any paragraph of this
           Agreement shall be determined to be invalid or unenforceable for any
           reason, such invalidity or unenforceability shall not affect the
           validity or enforceability of the remaining and enforceable
           paragraphs or portions thereof, which shall be construed as if such
           invalid or unenforceable paragraph or paragraphs had not been
           inserted and any such paragraph or portion thereof shall be deemed to
           be modified to make it valid and enforceable to the fullest extent
           provided by law, consistent with the intent of this Agreement.

8.05       The parties hereto have drafted and negotiated a Public Announcement,
           which is set forth in Schedule G, which is attached hereto and made
           part of this Agreement, and the parties hereby agree that the Public
           Announcement will comprise the only permissible external
           communication (outside EATON and MCLAREN) in regard to this
           Agreement, and the transactions covered by this Agreement.

IX.   COVENANT NOT TO COMPETE:

9.01       MCLAREN agrees that for a period of ten (10) years after the Closing
           Date, neither it nor any Affiliate, nor any of its individual owners,
           who own at least ten (10) percent of the equity of MCLAREN under
           MCLAREN's Form 14A filed with the Securities and Exchange Commission
           on January 17, 2002, shall, directly or indirectly, own, manage,
           control, operate, or participate in the ownership, management,
           control, or operation of, any business in any form which is involved
           in the design, development, manufacturing or marketing of any
           products directly competitive with the Gerodisc(TM) units and which
           are of the type to which this Agreement relates, without the express,
           written consent of EATON. Nothing contained hereinabove is intended
           to prevent or hinder the manufacture and sale by MCLAREN of

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           Gerodisc(TM) units, in the aftermarket, in cooperation with EATON,
           and in accordance with an agreement to be entered into subsequently
           by and between EATON and MCLAREN.

X.  MUTUAL COVENANTS:

10.01      Except as set forth in the list of Personnel, which is set forth in
           Schedule H, attached hereto and made part of this Agreement, the
           parties agree that for a period of two (2) years after the Closing
           Date, they will not, without first obtaining the written consent of
           the other party, which consent may be withheld for any reason,
           directly or indirectly solicit or attempt to solicit any person who
           is employed by the other party to leave the employment of such other
           party, and to become an employee of the soliciting party. The
           foregoing shall not prohibit either party from soliciting or
           employing any individual who has received notice of termination from,
           the other party, or prohibit either party from employing an
           individual who responds to a general solicitation of employment by
           such party.

XI. CLOSING:

11.01      The Closing shall take place at the offices of McLaren Performance
           Technologies, Inc. at 2:00 p.m. on July 23, 2002, which shall
           constitute the Closing Date.

11.02      Subject to the terms and conditions of this Agreement, at the
           Closing, MCLAREN shall deliver or cause to be delivered to EATON:

           (a) a fully executed Consent To Assignment Of Agreement between
               MCLAREN and New Venture Gear, substantially as set forth in
               Schedule I, attached hereto and made part of this Agreement,
               except that if MCLAREN does not deliver such consent, it shall
               not be a breach of this Agreement and EATON's sole remedy shall
               be as set forth in sub-section 4.01(a);

           (b) a fully executed assignment document for each of the Patents,
               substantially as set forth in Schedule J, attached hereto and
               made part of this Agreement;

           (c) a fully executed assignment document for each of the Trademarks,
               substantially as set forth in Schedule K attached hereto and made
               part of this Agreement; and

           (d) a fully executed amended, license agreement between MCLAREN
               and MAGNA-STEYR, substantially as set forth in Schedule L,
               providing specifically for the assignment of the agreement to
               EATON, as is attached hereto and made part of this Agreement,
               except that if MCLAREN does not deliver such an executed, amended
               license agreement, it shall not be a breach of this Agreement and
               EATON's sole remedy shall be as set forth in sub-section 4.01(a).

11.03      Subject to the terms and conditions of this Agreement, at the
           Closing, EATON shall deliver or cause to be delivered to MCLAREN that
           portion of the purchase price required in accordance with sub-section
           4.01(a) hereinabove.

                                      -10-

<PAGE>

XII.  SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS:

12.01      The representations, warranties, and covenants of the parties as set
           forth herein, and all unasserted claims and causes of action with
           respect thereto shall terminate upon the expiration of three (3)
           years following the Closing Date.

XIII. INDEMNIFICATION

13.01      For a period of three (3) years from the Closing Date, each of
           MCLAREN and EATON agrees to protect, defend, indemnify, and hold
           harmless the other, its agents, employees, officers, directors,
           shareholders, successors and assigns, from and against any and all
           liabilities, obligations, liens, shareholder losses, damages,
           injuries, claims, demands, penalties, actions, costs and expenses,
           including reasonable attorneys' fees and settlement costs of every
           kind and nature (collectively, "Losses"), arising out of or related
           to any breach by such party of its warranties, covenants, agreements
           or obligations hereunder; provided, however, that MCLAREN shall have
           no obligation to indemnify or otherwise pay or reimburse EATON for
           Losses resulting, directly or indirectly, from a third-party claim of
           infringement arising after the Closing Date that relates to the
           Assets.

13.02      To the fullest extent permitted by applicable law, the foregoing
           indemnification provision of this Section XIII shall be the exclusive
           remedy between the parties for any breach of any representation,
           warranty or covenant contained in this Agreement or otherwise arising
           under or resulting from this Agreement. The parties shall have no
           other or further right or remedy under any theory whatsoever, whether
           in contract, tort, equity or otherwise, all of which both parties
           hereby expressly and irrevocably waive and relinquish.

XIV.  MISCELLANEOUS

14.01   Any notice required or permitted to be given under this Agreement must
        be in writing and may be delivered in person, by registered mail,
        facsimile or by overnight courier addressed to the respective party at
        the address set forth above or such changed address as may be given by a
        party to the other by such written notice. Any such notice will be
        considered to have been given when personally delivered or five (5)
        business days after the date of mailing or one (1) business day after
        the date of forwarding if sent by overnight courier.

14.02   This Agreement will be binding upon, inure to the benefit of and be
        enforceable by, the successors, assigns, heirs, legatees, executors,
        personal representatives, guardians, custodians, administrators and
        conservators of the parties hereto; provided, however, that no
        assignment of this Agreement will be effective without the express
        written consent of the other party.

14.03   The Section headings herein are for reference purposes only and will not
        affect in any way the meaning or interpretation of this Agreement, nor
        are they deemed to constitute part of this Agreement.

14.04   This Agreement is a contract made under, and will be governed by and
        construed in accordance with, the laws of the State of Michigan
        applicable to contracts made and to be performed entirely within such
        State and without giving effect to choice of law principles of such
        State. Each of the parties hereto agrees that any legal or equitable

                                      -11-

<PAGE>

        action or proceeding with respect to this Agreement shall be brought or
        maintained only in any court of the State of Michigan, or in any court
        of the United States of America sitting in Michigan, and each of the
        parties hereto hereby submits to and accepts generally and
        unconditionally the jurisdiction of those courts with respect to such
        party's person and property, and irrevocably consents to the service of
        process in connection with any such action or proceeding by the mailing
        thereof by registered or certified mail, postage prepaid, to such party
        at such party's address set forth above. Nothing in this section shall
        affect the right of any party hereto to serve process in any other
        manner permitted by law. Each party hereby irrevocably waives any
        objection to the laying of venue of any such action or proceeding in the
        above-described courts.

14.05   The failure of a party to exercise or enforce any right or remedy
        conferred upon it hereunder will not be deemed to be a waiver of any
        such right or remedy or operate to bar the exercise or enforcement
        thereof at any time hereafter.

14.06   This Agreement, including the Schedules referred to herein, constitutes
        the complete agreement between the parties and supersedes all prior
        negotiations and agreements. There are no representations, warranties,
        covenants, conditions, terms, agreements, promises, understandings,
        commitments or other arrangements other than those expressly set forth
        or incorporated herein or made in writing on or after the date of this
        Agreement.

14.07   This Agreement may be amended only by a written agreement signed by each
        of the parties hereto.

14.08   This Agreement may be executed in one or more counterparts, each of
        which will be deemed to be an original, but all of which together will
        constitute one and the same instrument.


        IN WITNESS WHEREOF, each of the parties has caused this Agreement to be
duly and delivered by its duly authorized representatives as of the date first
written above.

                                          EATON CORPORATION  ("EATON")


                                          By: /s/ Jacob T. Hooks
                                            ------------------------------------

                                          Name Jacob T. Hooks
                                               ---------------------------------

                                          Title Vice President - Gen. Mor.
                                                --------------------------
                                          Date 7/23/02
                                               -------


                                          MCLAREN PERFORMANCE
                                          TECHNOLOGIES, INC. ("MCLAREN ")

                                      -12-

<PAGE>
                                       By: /s/ Steven Rossi
                                           -------------------------------------

                                       Name Steven Rossi
                                            ------------------------------------

                                       Title President & CEO
                                             ---------------

                                       Date 7/23/02
                                            -------

                                       -13-

<PAGE>

A list of schedules that were omitted is as follows and will be provided to the
Commission upon request:

Schedule A    Patents and Patent Applications
Schedule B    Trademarks
Schedule C    Tangible Assets
Schedule D    Licenses
Schedule E    Excluded Assets
Schedule F    Purchase Orders
Schedule 4.01 Wire transfer instructions
Schedule G    Public Announcement
Schedule H    Personnel
Schedule I    Consent To Assignment Of Agreement between MCLAREN and New
              Venture Gear
Schedule J    Patent Assignment Documents
Schedule K    Trademark Assignment Documents
Schedule L    Amended License Agreement