<PAGE>

                                                                   Exhibit 4.1.5

                                ESCROW AGREEMENT


              ESCROW AGREEMENT, dated as of ______ 2003, (the "Agreement") by
and among Numatics, Incorporated, a Michigan corporation (the "Company"), Numat,
LLC, a Delaware limited liability company (the "Investor"), and Deutsche Bank
Trust Company Americas, a New York banking corporation, a wholly-owned
subsidiary of Deutsche Bank AG, as escrow agent (the "Escrow Agent").

              WHEREAS, the Company is offering (the "Offering") up to 50,000
shares of its Series A Preferred Stock, par value $0.01 per share (the
"Shares"), at a price of $1000 per share, and certain Warrants (the "Warrants")
to the Investor;

              WHEREAS, the Company and the Investor have entered into a
Preferred Stock and Warrant Purchase Agreement dated as of December ___, 2002
(the "Purchase Agreement"), in connection with the Offering;

              WHEREAS, the Purchase Agreement provides for the payment of the
purchase price for the Shares and Warrants subscribed for by the Investor to the
Escrow Agent, to be held by the Escrow Agent and disbursed in accordance with
the terms and conditions of this Agreement; and

              WHEREAS, the Escrow Agent is willing to hold, invest, administer
and distribute such funds in accordance with the terms and conditions of this
Agreement; and

              WHEREAS, capitalized terms used in this Agreement but not
otherwise defined herein shall have the meanings ascribed to such terms in the
Purchase Agreement;

              NOW, THEREFORE, for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged by each of the parties hereto, the
parties hereto, intending to be legally bound, do hereby agree as follows:

       Section 1. Appointment of Escrow Agent. The Company and the Investor
hereby appoint Deutsche Bank Trust Company Americas as escrow agent in
accordance with the terms and conditions set forth herein, and the Escrow Agent
hereby accepts such appointment.

       Section 2. Deposit into the Escrow Property. The Investor will cause to
be deposited with the Escrow Agent certain sums of money in immediately
available funds (the "Escrowed Proceeds"), and which Escrowed Proceeds shall be
held by the Escrow Agent upon the terms and conditions hereinafter set forth.
The foregoing property and/or funds, plus all interest, dividends and other
distributions and payments thereon (collectively, the "Distributions") received
by the Escrow Agent, less any property and/or funds distributed or paid in
accordance with this

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Agreement, are collectively referred to herein as the "Escrow Property". The
Escrow Agent shall have no duty to solicit the Escrow Property.

       Section 3.  Investment of the Escrow Property. During the term of this
Agreement, the Escrow Agent shall invest and reinvest the Escrow Property in any
of the following investments, in each case at the written direction of an
Authorized Person (as hereinafter defined) of the Investor:

       (1)    Money Market or Mutual Funds registered under the Investment Act
of 1940;


       (2)    direct obligations of, or obligations fully guaranteed as to
principal and interest by, the United States or any agency or instrumentality
thereof, provided such obligations are backed by the full faith and credit of
the United States; or

       (3)    time deposits.

The Escrow Agent shall have no obligation to invest or reinvest the Escrow
Property if deposited with the Escrow Agent after 2:00 p.m. (E.S.T.) on such day
of deposit. Instructions received after 2:00 p.m. (E.S.T.) will be treated as if
received on the following Business Day. The Escrow Agent shall have no
responsibility for any investment losses resulting from the investment,
reinvestment or liquidation of the Escrow Property in compliance with the terms
of this Agreement. Any interest or other income received on such investment and
reinvestment of the Escrow Property shall become part of the Escrow Property and
any losses incurred on such investment and reinvestment of the Escrow Property
shall be debited against the Escrow Property. If a selection is not made and a
written direction not given to the Escrow Agent, the Escrow Property shall
remain uninvested with no liability for interest therein. It is agreed and
understood that the entity serving as Escrow Agent may earn fees associated with
the investments outlined above in accordance with the terms of such investments.
Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or
liquidate the foregoing investments whenever the Escrow Agent shall be required
to release all or any portion of the Escrow Property pursuant to Section 4
hereof. In no event shall the Escrow Agent be deemed an investment manager or
adviser in respect of any selection of investments hereunder.

       Section 4.  Distribution of Escrow Property. (a) The Escrow Agent shall
hold the Escrow Property in its possession until instructed hereunder to deliver
the Escrow Property or any specified portion thereof in accordance with a
written release notice signed jointly by an Authorized Person of the Company and
an Authorized Person of the Investor. If the Escrow Property is disbursed in
accordance with a court order, the Company and the Investor shall jointly
represent to the Escrow Agent that such court order is final and non-appealable.

       (b)    Upon receipt of a joint written notice signed by both the Company
and the Investor the Escrow Agent shall, out of the amounts theretofore
deposited in the Escrow Fund

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and all interest on such amounts from the date of deposit in the Escrow Fund,
make the payments in the amounts and to the payees designated in such notice, as
the Company and the Investor may specify in such notice.

       Section 5.  Termination. If no joint notice has been received by the
Escrow Agent on or before January 31, 2003, or any Escrow Property remains in
the account established hereunder on such date, then Escrow Agent shall
distribute the remaining balance, if any, of the Escrow Property on such date to
the Investor, by wire transfer of immediately available funds. This Agreement
shall terminate upon the distribution of all Escrow Property from the account
established hereunder. The provisions of Sections 6, 8 and 9 shall survive the
termination of this Agreement and the earlier resignation or removal of the
Escrow Agent.

       Section 6.  Compensation of Escrow Agent. The Escrow Agent shall be
entitled to payment from the Company for customary fees and expenses for all
services rendered by it hereunder as separately agreed to in writing between the
Company and the Escrow Agent (as such fees may be adjusted from time to time).
It is understood by all parties that the annual fee, if not timely paid by the
Company when it becomes due, may be deducted from the Escrow Property. The
Company shall reimburse the Escrow Agent on demand for all loss, liability,
damage, disbursements, advances or expenses paid or incurred by it in the
administration of its duties hereunder, including, but not limited to, all
counsel, advisors' and agents' fees and disbursements and all taxes or other
governmental charges. At all times, the Escrow Agent will have a right of set
off and first lien on the funds in the Escrow Property for payment of customary
fees and expenses and all such loss, liability, damage or expenses. Such
compensation and expenses shall be paid from the Escrow Property to the extent
not otherwise paid hereunder. The obligations contained in this Section 6 shall
be joint and several obligations of the Company and the Investor and shall
survive the termination of this Agreement and the resignation or removal of the
Escrow Agent.

       Section 7.  Resignation of Escrow Agent. The Escrow Agent may resign and
be discharged from its duties hereunder at any time by giving thirty (30)
calendar days' prior written notice of such resignation to the Company and the
Investor. The Company and the Investor may remove the Escrow Agent at any time
by giving thirty (30) calendar days' prior written notice to the Escrow Agent.
Upon such notice, a successor escrow agent shall be appointed by the Company and
the Investor who shall provide written notice of such to the resigning Escrow
Agent. Such successor escrow agent shall become the escrow agent hereunder upon
the resignation or removal date specified in such notice. If the Company and the
Investor are unable to agree upon a successor escrow agent within thirty (30)
days after such notice, the Escrow Agent may, in its sole discretion, deliver
the Escrow Property to the Investor at the address provided herein or may apply
to a court of competent jurisdiction for the appointment of a successor escrow
agent or for other appropriate relief. The costs and expenses (including its
attorneys' fees and expenses) incurred by the Escrow Agent in connection with
such proceeding shall be paid by the Company. Upon receipt of the identity of
the successor escrow agent, the Escrow Agent shall either deliver the Escrow
Property then held hereunder to the successor Escrow Agent, less the Escrow
Agent's fees, costs and expenses or other obligations owed to the

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Escrow Agent to be paid from any interest earned in respect of the Escrow
Property, or hold any interest earned in respect of the Escrow Property (or any
portion thereof), pending distribution, until all such fees, costs and expenses
or other obligations are paid. Upon its resignation and delivery of the Escrow
Property as set forth in this Section 7, the Escrow Agent shall be discharged of
and from any and all further obligations arising in connection with the Escrow
Property or this Agreement.

       Section 8.  Indemnification of Escrow Agent. The Company and the Investor
shall jointly and severally indemnify, defend and hold harmless the Escrow Agent
and its officers, directors, employees, representatives and agents, from and
against and reimburse the Escrow Agent for any and all claims, expenses,
obligations, liabilities, losses, damages, injuries (to person, property, or
natural resources), penalties, stamp or other similar taxes, actions, suits,
judgments, reasonable costs and expenses (including reasonable attorney's fees
and expenses) of whatever kind or nature regardless of their merit, demanded,
asserted or claimed against the Escrow Agent directly or indirectly relating to,
or arising from, claims against the Escrow Agent by reason of its participation
in the transactions contemplated hereby, including without limitation all
reasonable costs required to be associated with claims for damages to persons or
property, and reasonable attorneys' and consultants' fees and expenses and court
costs except to the extent caused by the Escrow Agent's gross negligence or
willful misconduct. The provisions of this Section 8 shall survive the
termination of this Agreement or the earlier resignation or removal of the
Escrow Agent.

       Section 9.  The Escrow Agent.

       (a)    The duties, responsibilities and obligations of Escrow Agent shall
be limited to those expressly set forth herein and no duties, responsibilities
or obligations shall be inferred or implied against the Escrow Agent. The Escrow
Agent shall not be subject to, nor required to comply with, any other agreement
to which the Company or the Investor is a party, even though reference thereto
may be made herein, or to comply with any direction or instruction (other than
those contained herein or delivered in accordance with this Agreement) from the
Company or the Investor or an entity acting on its behalf. The Escrow Agent
shall not be required to expend or risk any of its own funds or otherwise incur
any liability, financial or otherwise, in the performance of any of its duties
hereunder.

       (b)    The Escrow Property shall be held by the Escrow Agent either
directly or through the Federal Reserve/Treasury Book-Entry System for United
States and federal agency securities (the "Book-Entry System"), The Depository
Trust Company, a clearing agency registered with the Securities and Exchange
Commission ("DTC"), or through any other clearing agency or similar system (a
"Clearing Agency"). The Escrow Agent shall have no responsibility and shall not
be liable for ascertaining or acting upon any calls, conversions, exchange
offers, tenders, interest rates changes, or similar matters relating to
securities held at DTC or with any Clearing Agency unless the Escrow Agent shall
have received actual and timely notice of the same, nor shall the Escrow Agent
have any responsibility or liability for the actions or omissions to act of the
Book-Entry System, DTC or any Clearing Agency.

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       (c)    If at any time the Escrow Agent is served with any judicial or
administrative order, judgment, decree, writ or other form of judicial or
administrative process which in any way affects the Escrow Property (including
but not limited to orders of attachment or garnishment or other forms of levies
or injunctions or stays relating to the transfer of the Escrow Property), the
Escrow Agent is authorized to comply therewith in any manner it or legal counsel
of its own choosing deems appropriate; and if the Escrow Agent complies with any
such judicial or administrative order, judgment, decree, writ or other form of
judicial or administrative process, Escrow Agent shall not be liable to any of
the parties hereto or to any other person or entity even though such order,
judgment, decree, writ or process may be subsequently modified or vacated or
otherwise determined to have been without legal force or effect.

       (d)    The Escrow Agent shall not be liable for any action taken or
omitted or for any loss or injury resulting from its actions or its performance
or lack of performance of its duties hereunder in the absence of gross
negligence or willful misconduct on its part. In no event shall the Escrow Agent
be liable (i) for acting in accordance with or conclusively relying upon any
instruction, notice, demand, certificate or document from the Company and the
Investor or any entity acting on behalf of the Company or the Investor, (ii) for
any indirect, consequential, punitive or special damages, regardless of the form
of action and whether or not any such damages were foreseeable or contemplated,
(iii) for the acts or omissions of its nominees, correspondents, designees,
agents, subagents or subcustodians, (iv) for the investment or reinvestment of
any cash held by it hereunder, in each case in good faith, in accordance with
the terms hereof, including without limitation any liability for any delays (not
resulting from its gross negligence or willful misconduct) in the investment or
reinvestment of the Escrow Property, or any loss of interest or income incident
to any such delays, or (v) for an amount in excess of the value of the Escrow
Property, valued as of the date of deposit, but only to the extent of direct
money damages.

       (e)    If any fees, expenses or costs incurred by, or any obligations
owed to, the Escrow Agent or its counsel hereunder are not promptly paid when
due, the Escrow Agent may reimburse itself therefor from the Escrow Property and
may sell, liquidate, convey or otherwise dispose of any investment in respect of
the Escrow Property for such purpose. The Escrow Agent may in its sole
discretion withhold from any distribution of any interest earned in respect of
the Escrow Property an amount it believes would, upon sale or liquidation,
produce proceeds equal to any unpaid amounts to which the Escrow Agent is
entitled hereunder.

       (f)    As security for the due and punctual performance of any and all of
the Company's and the Investor's obligations to the Escrow Agent hereunder, now
or hereafter arising, the Company and the Investor hereby pledge, assign and
grant to the Escrow Agent a continuing security interest in, and a lien on, the
Escrow Property and all Distributions thereon or additions thereto. The security
interest of the Escrow Agent shall at all times be valid, perfected and
enforceable by the Escrow Agent against the Company and the Investor and all
third parties in accordance with the terms of this Agreement.

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       (g)    The Escrow Agent may consult with legal counsel of its own
choosing, at the expense of the Company, as to any matter relating to this
Agreement, and the Escrow Agent shall not incur any liability in acting in good
faith in accordance with any advice from such counsel.

       (h)    The Escrow Agent shall not incur any liability for not performing
any act or fulfilling any duty, obligation or responsibility hereunder by reason
of any occurrence beyond the control of the Escrow Agent (including but not
limited to any act or provision of any present or future law or regulation or
governmental authority, any act of God or war, or the unavailability of the
Federal Reserve Bank wire or facsimile or other wire or communication facility).

       (i)    The Escrow Agent shall be entitled to conclusively rely upon any
order, judgment, certification, demand, notice, instrument or other writing
delivered to it hereunder without being required to determine the authenticity
or the correctness of any fact stated therein or the propriety or validity or
the service thereof. The Escrow Agent may act in conclusive reliance upon any
instrument or signature believed by it to be genuine and may assume that any
person purporting to give receipt or advice to make any statement or execute any
document in connection with the provisions hereof has been duly authorized to do
so.

       (j)    The Escrow Agent shall not be responsible in any respect for the
form, execution, validity, value or genuineness of documents or securities
deposited hereunder, or for any description therein, or for the identity,
authority or rights of persons executing or delivering or purporting to execute
or deliver any such document, security or endorsement. The Escrow Agent shall
not be called upon to advise any party as to the wisdom in selling or retaining
or taking or refraining from any action with respect to any securities or other
property deposited hereunder.

       (k)    The Escrow Agent shall not be under any duty to give the Escrow
Property held by it hereunder any greater degree of care than it gives its own
similar property and shall not be required to invest any funds held hereunder
except as directed in this Agreement. Uninvested funds held hereunder shall not
earn or accrue interest.

       (l)    At any time the Escrow Agent may request an instruction in writing
in English from the Company and the Investor and may, at its own option, include
in such request the course of action it proposes to take and the date on which
it proposes to act, regarding any matter arising in connection with its duties
and obligations hereunder. The Escrow Agent shall not be liable for acting in
accordance with such a proposal on or after the date specified therein, provided
that the specified date shall be at least three (3) Business Days after the
Company and the Investor receive the Escrow Agent's request for instructions and
its proposed course of action, and provided further that, prior to so acting,
the Escrow Agent has not received the written instructions requested.

                                       6

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       (m)    When the Escrow Agent acts on any information, instructions,
communications, (including, but not limited to, communications with respect to
the delivery of securities or the wire transfer of funds) sent by telex,
facsimile, email or other form of electronic or data transmission, the Escrow
Agent, absent gross negligence, shall not be responsible or liable in the event
such communication is not an authorized or authentic communication of the
Company or the Investor or is not in the form the Company and the Investor sent
or intended to send (whether due to fraud, distortion or otherwise). The Company
and the Investor shall indemnify the Escrow Agent against any loss, liability,
claim or expense (including legal fees and expenses) it may incur with its
acting in accordance with any such communication.

       (n)    In the event of any ambiguity or uncertainty hereunder or in any
notice, instruction or other communication received by the Escrow Agent
hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any
action other than to retain possession of the Escrow Property, unless the Escrow
Agent receives written instructions, signed by the Company and the Investor,
which eliminate such ambiguity or uncertainty.

       (o)    In the event of any dispute between or conflicting claims among
the Company and the Investor and any other person or entity with respect to any
Escrow Property, the Escrow Agent shall be entitled, in its sole discretion, to
refuse to comply with any and all claims, demands or instructions with respect
to such Escrow Property so long as such dispute or conflict shall continue, and
the Escrow Agent shall not be or become liable in any way to the Company and the
Investor for failure or refusal to comply with such conflicting claims, demands
or instructions. The Escrow Agent shall be entitled to refuse to act until, in
its sole discretion, either (i) such conflicting or adverse claims or demands
shall have been determined by a final order, judgment or decree of a court of
competent jurisdiction, which order, judgment or decree is not subject to
appeal, or settled by agreement between the conflicting parties as evidenced in
a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have
received security or an indemnity satisfactory to it sufficient to hold it
harmless from and against any and all losses which it may incur by reason of so
acting. Any court order, judgment or decree shall be accompanied by a legal
opinion by counsel for the presenting party, satisfactory to the Escrow Agent,
to the effect that said order, judgment or decree represents a final
adjudication of the rights of the parties by a court of competent jurisdiction,
and that the time for appeal from such order, judgment or decree has expired
without an appeal having been filed with such court. The Escrow Agent shall act
on such court order and legal opinions without further question. The Escrow
Agent may, in addition, elect, in its sole discretion, to commence an
interpleader action or seek other judicial relief or orders as it may deem, in
its sole discretion, necessary. The costs and expenses (including reasonable
attorneys' fees and expenses) incurred in connection with such proceeding shall
be paid by, and shall be deemed a joint and several obligation of, the Company
and the Investor.

       (p)    The Escrow Agent shall have no responsibility for the contents of
any writing of the arbitrators or any third party contemplated herein as a means
to resolve disputes and may conclusively rely without any liability upon the
contents thereof.

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       (q)    The Escrow Agent does not have any interest in the Escrow Property
deposited hereunder but is serving as escrow holder only and having only
possession thereof. The Company and the Investor shall pay or reimburse the
Escrow Agent upon request for any transfer taxes or other taxes relating to the
Escrow Property incurred in connection herewith and shall indemnify and hold
harmless the Escrow Agent from any amounts that it is obligated to pay in the
way of such taxes. Any payments of income from the Escrow Property shall be
subject to withholding regulations then in force with respect to United States
taxes. The Company and the Investor will provide the Escrow Agent with
appropriate W-9 forms for tax identification number certifications, or W-8 forms
for non-resident alien certifications. This paragraph shall survive
notwithstanding any termination of this Agreement or the resignation or removal
of the Escrow Agent.

       (r)    The Escrow Agent shall provide to the Company and the Investor
monthly statements identifying transactions, transfers or holdings of Escrow
Property and each such statement shall be deemed to be correct and final upon
receipt thereof by the Company and the Investor unless the Escrow Agent is
notified in writing, by the Company and the Investor, to the contrary within
thirty (30) Business Days of the date of such statement.

       Section 10.   Miscellaneous. (a) This Agreement embodies the entire
agreement and understanding among the parties relating to the subject matter
hereof.

       (b)    This Agreement shall be governed by and construed in accordance
with the laws of the State of New York without reference to the principles of
conflict of laws.

       (c)    Each of the parties hereto hereby irrevocably consents to the
jurisdiction of the courts of the State of New York and of any Federal Court
located in the Borough of Manhattan in such State in connection with any action,
suit or other proceeding arising out of or relating to this Agreement or any
action taken or omitted hereunder, and waives any claim of forum non conveniens
and any objections as to laying of venue. Each party further waives personal
service of any summons, complaint or other process and agrees that service
thereof may be made by certified or registered mail directed to such person at
such person's address for purposes of notices hereunder.

       (d)    All notices and other communications under this Agreement shall be
in writing in English and shall be deemed given when delivered personally, on
the next Business Day after delivery to a recognized overnight courier or mailed
first class (postage prepaid) or when sent by facsimile to the parties (which
facsimile copy shall be followed, in the case of notices or other communications
sent to the Escrow Agent, by delivery of the original) at the following
addresses (or to such other address as a party may have specified by notice
given to the other parties pursuant to this provision):

              If the Company, to it at:

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                     Numatics, Incorporated
                     1450 North Milford Road
                     Highland, Michigan 48357
                     Attention: President
                     Fax Number: (248) 887-2142

                     with a copy to:

                     Carter, Ledyard & Milburn
                     2 Wall Street
                     New York, New York 10005
                     Attention: John W. Kaufmann
                     Fax Number: (212) 732-3232

                     and

                     Prism Capital Advisors LLC
                     305 Madison Avenue
                     Suite 2430
                     New York, NY 10165
                     Attention: Michael de Portu
                     Fax Number: (212) 973-9275

              If to the Investor, to it at:

                     Numat, LLC
                     2550 Middle Road
                     Suite 603
                     Bettendorf, Iowa 52722
                     Attention: President
                     Fax Number: (563) 359-1926

                     with a copy to:

                     Fish & Richardson P.C.
                     1717 Main Street
                     Suite 5000
                     Dallas, Texas 75201
                     Attention: Warren W. Garden, Esq.
                     Fax Number: (214) 747-2091


              If to the Escrow Agent, to:


                     Deutsche Bank Trust Company Americas
                     280 Park Avenue

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                     Mail Stop: NYC03-0912
                     New York, NY 10017
                     Attn: Joseph Fernandez, Escrow Team
                     Phone: 212-454-4203
                     Fax: 212-454-2226/7

       (e)    The headings of the Sections of this Agreement have been inserted
for convenience and shall not modify, define, limit or expand the express
provisions of this Agreement.

       (f)    This Agreement and the rights and obligations hereunder of the
parties hereto may not be assigned except with the prior written consent of the
other parties hereto. This Agreement shall be binding upon and inure to the
benefit of each party's respective successors and permitted assigns. Except as
expressly provided herein, no other person shall acquire or have any rights
under or by virtue of this Agreement. This Agreement is intended to be for the
sole benefit of the parties hereto, and (subject to the provisions of this
Section 10(f)) their respective successors and assigns, and none of the
provisions of this Agreement are intended to be, nor shall they be construed to
be, for the benefit of any third person.

       (g)    This Agreement may not be amended, supplemented or otherwise
modified without the prior written consent of the parties hereto.


       (h)    The Escrow Agent makes no representation as to the validity,
value, genuineness or the collectability of any security or other document or
instrument held by or delivered to it.

       (i)    The Escrow Agent shall not be called upon to advise any party as
to the wisdom in selling or retaining or taking or refraining from any action
with respect to any securities or other property deposited hereunder.

       (j)    Any payments of income from the Escrow Property shall be subject
to withholding regulations then in force with respect to United States taxes.
Each of the Company and the Investor will provide the Escrow Agent with its
Employer Identification Number for use by the Escrow Agent if necessary. It is
understood that the Escrow Agent shall be responsible for income reporting only
with respect to income earned on the Escrow Property and will not be responsible
for any other reporting.

       (k)    This Agreement may be executed in two or more counterparts, each
of which shall be an original, but all of which together shall constitute one
and the same instrument.

       (l)    The rights and remedies conferred upon the parties hereto shall be
cumulative, and the exercise or waiver of any such right or remedy shall not
preclude or inhibit the exercise

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<PAGE>

of any additional rights or remedies. The waiver of any right or remedy
hereunder shall not preclude the subsequent exercise of such right or remedy.

       (m)    The Company and the Investor hereby represent and warrant (i) that
this Agreement has been duly authorized, executed and delivered on its behalf
and constitutes its legal, valid and binding obligation, and (ii) that the
execution, delivery and performance of this Agreement by the Company and the
Investor does not and will not violate any applicable law or regulation.

       (n)    The invalidity, illegality or unenforceability of any provision of
this Agreement shall in no way affect the validity, legality or enforceability
of any other provision; and if any provision is held to be unenforceable as a
matter of law, the other provisions shall not be affected thereby and shall
remain in full force and effect.

       (o)    No printed or other material in any language, including
prospectuses, notices, reports, and promotional material which mentions "Bankers
Trust Company", "Deutsche Bank Trust Company Americas" or "Deutsche Bank AG" or
any of their respective affiliates by name or the rights, powers, or duties of
the Escrow Agent under this Agreement shall be issued by any other parties
hereto, or on such party's behalf, without the prior written consent of the
Escrow Agent.

       (p)    For purposes of this Agreement, "Business Day" shall mean any day
that is not a Saturday or Sunday or a day on which banks are required or
permitted by law or executive order to be closed in the City of New York.

       (q)    For purposes of sending and receiving instructions or directions
hereunder, all such instructions or directions shall be, and the Escrow Agent
may conclusively rely upon such instructions or directions, delivered, and
executed by representatives of the Company or the Investor designated on
Scheduled I attached hereto and made a part hereof (each such representative, an
"Authorized Person") which such designation shall include specimen signatures of
such representatives, as such Schedule I may be updated from time to time.

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              IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.

                                        NUMATICS, INCORPORATED


                                        By___________________________________
                                          Name:
                                          Title:


                                        NUMAT, LLC


                                        By___________________________________
                                          Name: David L. Widener
                                          Title: President


                                        DEUTSCHE BANK TRUST COMPANY AMERICAS,
                                          as Escrow Agent

                                        By___________________________________
                                          Name:
                                          Title:

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                                   Schedule I

                       Authorized Representatives - Company

             Name                     Title                   Specimen Signature
             ----                     -----                   ------------------
John H. Welker                 President
Robert P. Robeson              Chief Financial Officer



                       Authorized Representatives - Investor

             Name                     Title                   Specimen Signature
             ----                     -----                   ------------------
David L. Widener               President and Manager
       (563) 359-6880

Peter J. Jacullo, III          Manager
       (203) 438-6944

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