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                                                                    EXHIBIT 10.2


                                 SUPPLY CONTRACT


         This Supply Contract (this "Supply Contract") is made as of January 1,
2003 between Viasystems, Inc., a Delaware corporation with an office and place
of business at 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105
(hereinafter, together with its subsidiaries, "Buyer") and International Wire
Group, Inc., a Delaware corporation with an office and place of business at 101
South Hanley Road, Suite 1050, St. Louis, Missouri 63105 (hereinafter, "IWG" or
"Seller").

                                   WITNESSETH:

         WHEREAS, the Seller is engaged in the business of manufacturing,
distributing and selling wire for use in the appliance and other industries
(hereinafter, the "Business");

         WHEREAS, the Seller and Wire Harness Industries, Inc. ("Wire Harness")
entered into a Supply Contract (the "Original Supply Contract") dated as of
March 29, 2000 pursuant to which Seller agreed to sell and Wire Harness agreed
to purchase insulated wire products for use in the business conducted by Wire
Harness and any affiliate of Wire Harness; and

         WHEREAS, the Seller and the Buyer desire to extend the Original Supply
Contract in accordance with the terms and conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing, the representations
and agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Seller and the
Buyer hereby mutually agree as follows:

                                ARTICLE I - TERM

1.1      The initial term of this Supply Contract (the "Initial Term") shall be
         from the date hereof (the "Effective Date") and shall continue in
         effect until December 31, 2005 (the "Initial Termination Date").

1.2      This Supply Contract shall be automatically renewed for additional one
         year periods (each an "Option Term" and, the end of each such Option
         Term, an "Optional Termination Date"), unless Buyer gives notice to IWG
         or IWG gives notice of its intention not to renew the Supply Contract
         at least six (6) months prior to the Initial Termination Date or any
         Option Termination Date. The terms and conditions of this Supply
         Contract in any Option Term shall be the same as in the Initial Term.



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                       ARTICLE II - PRODUCT/SPECIFICATIONS

2.1      The terms and conditions of this Supply Contract shall govern the
         purchase by Buyer from Seller of Wire, including the part numbers and
         specifications of which are listed on Exhibit A hereto which is, by
         this reference, incorporated herein, as amended from time to time
         (hereinafter "Existing Product(s)"), together with all Wire that is not
         an Existing Product, including Wire which results from a redesign,
         modification or enhancement of an Existing Product (the "Developed
         Product(s)" and, together with the Existing Products, the
         "Product(s)"). In the event that there are Developed Products which
         Buyer desires to purchase for the present business conducted by Buyer
         (the "Present Business"), Buyer shall give reasonably sufficient
         advance notice of its requirements for such Developed Products to
         Seller so that Seller can produce in a commercially reasonable time
         period a written production plan to demonstrate Seller's ability to
         supply such Developed Products for the Present Business. In the event
         that Seller can reasonably demonstrate to Buyer its ability to supply
         such Developed Products for the Present Business, the Developed
         Products will be included in this Supply Contract as Products and an
         initial price shall be established for such Developed Product, in
         writing, by the parties hereto. The parties shall establish such price
         based on a comparative analysis for such Developed Products, including
         without limitation, reference to the current prices charged hereunder
         for an Existing Product similar in design or application to the
         Developed Product with due consideration to any change in cost
         associated with the materials used in the Developed Product in relation
         to the Existing Product and any development cost associated with such
         Developed Product; provided however such prices shall not exceed prices
         based on competitive quotes.

                             ARTICLE III - QUANTITY

3.1      Except as otherwise provided herein, during the Initial Term and any
         Option Term of this Supply Contract, Buyer agrees to purchase from
         Seller, and Seller agrees to supply to Buyer, one hundred percent
         (100%) of Buyer's requirements of Products in North America and Mexico.

3.2      Buyer reserves the right, but shall not be obligated, to purchase
         Products under this Supply Contract to supply all or part of the
         Product requirements outside the Present Business.

3.3      Buyer reserves the right to purchase Products from an alternate
         manufacturer for any of its locations for development and testing
         purposes only, provided that such Products are not used in Buyer's
         business for commercial resale.

3.4      Buyer shall not be required to purchase from Seller its requirements of
         Product in respect of any customer of Buyer which Seller's Products are
         not approved. Buyer and Supplier will work together and use their
         respective best efforts to ensure that the use of Supplier's wire is
         approved by Buyer's customers.



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3.5      Seller's obligation to supply products under this Supply Contract is
         limited to Buyer's locations specified in Exhibit B -- Authorized
         Locations. Formal written request from Buyer to Supplier is required to
         add or delete authorized locations. Supplier agrees that it will not
         unreasonably withhold consent to add new authorized locations.

                               ARTICLE IV - PRICE

4.1      Unless otherwise agreed to by the parties in writing, all amounts
         invoiced and payable under this Supply Contract shall be paid in U.S.
         dollars and all amounts shall be due and payable by wire transfer of
         immediately available funds in 75 days from the date of invoice.


4.2      During the Initial Term and any Option Term of this Supply Contract,
         the price of Existing Products shall be as set forth on Exhibit A
         (subject to the adjustments described in Sections 4.2.1, 4.2.2, and
         4.2.3, 4.3 and 4.4 hereof).

         4.2.1    Raw Material Price Adjustment. During the term of the Supply
                  Contract, the price of Products shall be increased or
                  decreased, as the case may be and from time to time, to
                  reflect changes in the cost to Seller of each raw material (as
                  hereinafter defined) to the extent, but only to the extent,
                  that such change exceeds 5% of the cost of such raw material
                  as of January 1, 2003.

                  For the purposes of this Supply Contract, the cost or price of
                  "raw materials" shall include (i) the cost of any materials
                  (other than copper) that are used to manufacture Wire, (ii)
                  freight charges related to the transportation of such raw
                  material, and (iii) any premium paid in connection with the
                  acquisition of any raw material, including copper.

         4.2.2    Tax or Tariff Changes. In the event of any changes in the tax,
                  tariff, surcharge or other similar charges (collectively,
                  "Taxes") that are added by any governmental entity as of the
                  date hereof in connection with the importation of raw material
                  that increase or decrease the cost of such raw materials, then
                  the price of Products shall be automatically increased or
                  decreased, as the case may be, to reflect any such increase or
                  decrease in Taxes incurred by Seller in connection with the
                  importation of raw materials.

         4.2.3    Copper Price Adjustments. During the term of this Supply
                  Contract, the price of Wire will be adjusted on the 1st of
                  each month to reflect the prior month's spot COMEX average
                  cost per pound of High Grade Copper



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                  Cathode. The monthly adjustment will be based on the copper
                  weight per pound for each number.

4.4      If at any time during the Initial Term or any Option Term of this
         Supply Contract, Seller provides more favorable terms for the Products
         to a customer other than Buyer, than those terms, including prices,
         which Buyer is receiving for the same Product pursuant to this Supply
         Contract, then (a) Seller will promptly notify Buyer and (b) so long as
         Buyer is in compliance with its obligations under this Supply Contract,
         Seller shall grant equally favorable terms, including prices, to Buyer
         as those granted to such other customer.

4.5      In the event that Buyer receives an offer from a viable source to
         supply similar Products of all types provided hereunder in similar
         quantities and at a lower total cost than that offered by Seller and
         under substantially similar terms as those offered by Seller in this
         Supply Contract, Buyer shall have the obligation to give Seller the
         option of meeting such lower total cost. In the event Seller does not
         meet such lower total cost, Buyer shall be allowed to terminate this
         Supply Contract or terminate its obligation to buy particular Products
         hereunder, with sixty (60) days written notification, without further
         obligation to Seller.

4.6      Supplier and Buyer agree to identify and implement projects that may
         deliver cost savings to the Buyer. These projects may be in the form of
         productivity and material enhancements, engineering changes,
         technology, and other value added elements.

         The parties' target for the annual productivity identification goal
         will be reviewed at each of Buyer's locations based on the Products
         purchased under this Supply Contract and new product opportunities.
         Supplier will track projects through a productivity improvement program
         to be developed by Buyer and Supplier. Buyer and Supplier will present
         a plan each year of this Supply Contract. The plan will consist of
         proposals for achieving the minimum goal for the forthcoming calendar
         year. The parties agree that all proposals will be credited to a
         targeted cost improvement goal.

                              ARTICLE V - DELIVERY

5.1.     The parties agree to incorporate into this Supply Contract the
         provisions in Exhibit C -- Material Supply / Inventory Agreement.

5.2      If, at any time, Seller is unable to meet Buyer's acknowledged
         scheduled delivery date, Buyer can elect to purchase the Products
         affected thereby from an alternate source. Seller should not reject a
         scheduled delivery date which is requested by Buyer at in or after the
         Lead Time. If Seller is unable to meet Buyer's scheduled delivery date
         which is requested by Buyer at or greater than



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<PAGE>

         the Lead Time, Buyer shall recover from the Seller any excess costs,
         expenses, or penalties incurred by Buyer, due to the failure by Seller
         to supply the Product by the scheduled delivery date.

5.3      If Seller's acts or omissions result in Seller's failure to meet
         Buyer's scheduled delivery date and Buyer requires a more expeditious
         method of transportation for the Products than the transportation
         method originally specified, then Seller shall ship the Products as
         expeditiously as possible at Seller's sole expense.

                        ARTICLE VI - TECHNICAL ASSISTANCE

6.1      Upon request of Buyer, Seller agrees to provide reasonable technical
         assistance in reviewing the cause of any performance problems
         experienced by Buyer in any component, sub-assembly and final assembly
         that contains components produced using Seller's Products supplied
         pursuant to this Supply Contract; provided, however, that such
         performance problem is reasonably believed by Buyer to be caused by
         Seller's Products.

6.2      Seller agrees to use best efforts to provide resources to engineer,
         manufacture and provide to Buyer the most technically advanced, highest
         quality, and commercially competitive Product available in the wire
         industry.

6.3      Seller shall assist Buyer's product engineering department with
         technical issues regarding Seller's current Products and shall provide
         any reasonable resources necessary to Buyer to resolve these issues.

                              ARTICLE VII - NOTICES

7.1      All notices required or permitted hereunder shall be in writing and
         shall be deemed to be properly given when personally delivered to an
         officer or designated representative of the party entitled to receive
         the notice or when sent by certified or registered first class mail,
         postage prepaid, or by telecopy, hand delivery, or overnight courier,
         properly addressed to the party entitled to receive such notice at the
         address stated below:

         If to Seller:

                  International Wire Group, Inc.
                  101 South Hanley Road, Suite 1050
                  St. Louis, Missouri  63105
                  Attn: Joseph Fiamingo



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         If to Buyer:

                  Viasystems, Inc.
                  101 South Hanley Road, Suite 400
                  St. Louis, Missouri 63105
                  Attn: Gerald J. Sax

                             ARTICLE VIII - QUALITY

8.1      Seller expressly warrants to Buyer and to purchasers of Buyer's
         Products that at the time of delivery the Products called for by this
         Supply Contract (including tooling, if any), or any Purchase Order
         pursuant hereto, will conform to the applicable specifications, and the
         drawings, samples and/or descriptions relating thereto, furnished to
         Seller from Buyer

8.2      At all times, Seller expressly warrants that the Products called for by
         this Supply Contract, or any Purchase Order issued pursuant hereto,
         will be free from material defects in materials and workmanship.

8.3      Seller warrants that it will use its best efforts to ensure that all
         Products and/or services provided herein shall conform in all material
         respects to the Buyer's furnished specifications. Upon written request,
         Seller shall provide to Buyer copies of such documents and records
         reasonably requested by Buyer in order to verify compliance with this
         Supply Contract including this Section 8.3, provided, however, that
         Seller shall not be required to provide Buyer with any documents or
         records that it determines in good faith to be confidential and
         competitively sensitive or which would violate applicable Law.

8.4      If Seller provides Products to Buyer that do not conform to the Buyer's
         furnished specifications or are otherwise defective or do not conform
         to a Purchase Order issued pursuant to this Supply Contract, Buyer
         shall handle and be responsible for every claim of damage or injury
         that is based upon a breach of the foregoing warranty.

8.5      The parties agree to incorporate into this Supply Contract the
         provisions set forth in Exhibit D -- Quality Program attached hereto.

8.6      The parties agree to incorporate into this Supply Contract the
         provisions set forth in Exhibit E - Financial Bill Backs attached
         hereto.

                          ARTICLE IX - CONFIDENTIALITY

9.1      "Propriety Information" shall for the purpose of this Supply Contract,
         mean information disclosed by Buyer or Seller (the "Disclosing Party")
         to the other party (the "Receiving Party") and identified in writing or
         other tangible form at the time of disclosure or, within thirty (30)
         days of oral disclosure, as "Proprietary."



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9.2      Except as required by law, judicial or governmental order, discovery
         request, other legal process or pronouncement or the rules of any
         national stock exchange or the Nasdaq Stock Market (collectively,
         "Law"), the Receiving Party shall protect as proprietary and keep
         confidential all Proprietary Information in accordance with the terms
         of this Article 9 including, but not limited to, designs, processes,
         drawings, specifications, reports, data, terms and conditions and other
         technical or business information and the features of all parts,
         equipment, tools, gauges, patterns, and other items furnished or
         disclosed to the Receiving Party by the Disclosing Party (hereinafter
         referred to as "Proprietary Goods"). Unless otherwise provided herein
         or authorized by the Disclosing Party in writing, the Receiving Party
         shall use such Proprietary Information or Proprietary Goods, and the
         features thereof, only in the performance of its obligations under this
         Supply Contract. Upon completion or termination of this Supply
         Contract, or any Purchase Order pursuant hereto, the Receiving Party
         shall, at the Disclosing Party's expense, make such disposition of all
         such Proprietary Information or Proprietary Goods as herein required or
         as may be subsequently requested by the Receiving Party, including, but
         not limited to, any studies, analyses, compilations, or other materials
         prepared in whole or in party based on said Proprietary Information or
         Proprietary Goods.

9.3      In protecting the Disclosing Party's Proprietary Information in
         accordance with Article 9.2 above, the Receiving Party agrees to
         exercise reasonable steps at the Disclosing Party's expense to
         safeguard the confidentiality of the Proprietary Information consistent
         with the steps the Receiving Party uses to safeguard its own
         information of like kind and, except as required by Law, not to
         disclose any part of it to any third person except to such of the
         Receiving Party's employees, advisors, counsel and other
         representatives as need to know such information for the purposes of
         performing obligations under this Supply Contract and whom such party
         has directed to preserve the confidentiality of the Proprietary
         Information.

9.4      No right or license, either express or implied, under any patent,
         copyright, trade secret, for Proprietary Information, Proprietary Goods
         or other information is granted hereunder.

9.5      The obligations of this Article 9 shall survive the termination of this
         Supply Contract for a period of two (2) years following such
         termination.

9.6      This Article 9 shall not affect the Receiving Party's rights to use or
         disclose information:

         (a)      which is or may hereafter be in the public domain; or

         (b)      which the Receiving Party can show was known to it prior to
                  the disclosure by the Disclosing Party pursuant to the terms
                  of this Supply Contract; or



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         (c)      which is disclosed to the Receiving Party by a third party
                  and, to the knowledge of the Receiving party, was not
                  disclosed by such third party in violation of any agreement
                  between the Disclosing Party and such third party; or

         (d)      which is or may hereafter be disclosed by the Disclosing Party
                  to a third party without similar restrictions on disclosure or
                  use; or

         (e)      which is independently developed by the Receiving Party
                  without the use of the Proprietary Information or Proprietary
                  Goods; or

         (f)      which is required to be disclosed by Law, provided that notice
                  of such disclosure is promptly provided to the Disclosing
                  Party in order that it may have every reasonable opportunity
                  to intercede in such process to contest such disclosure.

                             ARTICLE X - TERMINATION

10.1     In the event of a material breach of the terms of this Supply Contract
         by either party hereto, the non-defaulting party may notify the
         defaulting party of such default, specifying in reasonable detail the
         nature of such default. Upon receipt of such notice, the parties shall
         promptly meet and jointly develop, in good faith, a plan setting forth
         the steps to be implemented to enable the defaulting party to cure the
         default and prospectively comply with the terms and conditions of this
         Supply Contract, which plan shall include the time period for
         implementing such plan which shall in no event exceed 30 days (the
         "Action Plan"). If the defaulting party does not comply with the terms
         of the Action Plan within the time period(s) specified therein, the
         non-defaulting party may, in addition to any other rights and remedies
         it may have at law or in equity, unless such default is cured within
         thirty (30) days of such party's failure to comply with the Action
         Plan, either (a) terminate this Supply Contract, or (b) if the material
         breach of this Supply Contract is due to Seller's failure to deliver
         certain Products in accordance herewith, cancel any Purchase Order or
         portion thereof relating to those Products and/or eliminate such
         Products from Buyer's purchase requirements pursuant to this Supply
         Contract.

10.2     Either party shall also have the right to immediately terminate this
         Supply Contract or any Purchase Order issued pursuant hereto without
         further cost or liability to such party in the event of (i) the
         appointment of a receiver or trustee for the other party, or (ii) the
         execution by the other party of an assignment for the benefit of
         creditors; provided, that the petition, appointment or assignment
         referenced in sub-paragraphs (i) through (ii) above is not vacated or
         nullified within fifteen (15) days of such event.



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                   ARTICLE XI - CANCELLATION OF PURCHASE ORDER

11.1     Without limiting the generality of the foregoing, the Buyer may, by
         giving written notice to Seller, terminate any Purchase Order issued
         pursuant hereto, in whole or in part, if at any time Buyer's customers
         terminate a related agreement, Purchase Order with Buyer for any
         reason.

11.2     After Seller's receipt of such notice of termination, Seller shall
         immediately terminate all work under Buyer's Purchase Order. Buyer's
         liability to Seller with respect to such termination shall be limited
         to (x) (i) The purchase price set forth in this Supply Contract for
         Products not salable to Seller's other customers or useable in Seller's
         other operations in the ordinary course of business over a reasonable
         period of time, (ii) Seller's verifiable incurred manufacturing costs
         for work in process at the date of notice of termination (not to exceed
         the number of Products ordered and reflected in the Forecast through
         the manufacturing interval) and (iii) Seller's purchase price of raw
         material and components necessary through forecasted lead time,
         including finished goods inventory not returnable or useable in
         Seller's other operations in the ordinary course of business over a
         reasonable period of time, minus (y) any salvage value thereof.

11.3     Buyer shall have no obligation to Seller if Buyer terminates its
         purchase se of Seller's default in accordance with the provisions of
         Article 11 hereof.

                            ARTICLE XII - INSPECTION

12.1     Buyer and, if the face of any order issued pursuant hereto bears United
         States federal government prime contract number or the Buyer otherwise
         advises Seller of the existence of such contract, representatives of
         the United States federal government, shall have the right to inspect
         and test Seller's Manufacturing Facility, goods, materials and
         workmanship at reasonable times and places, and upon reasonable prior
         notice, including, when practicable, during manufacture; and if any
         such inspection or test is made on the premises of Seller, Seller shall
         furnish without cost to Seller all reasonable existing facilities and
         assistance for a safe and convenient inspection or test. Buyer's
         inspection of the Products, whether during manufacture, prior to
         delivery or within a reasonable time after delivery, shall not
         constitute acceptance of any work-in-process or finished Products.

12.2     Notwithstanding prior inspection, payment for, or use of the Products,
         Buyer shall have the right to reject any of such Products which do not
         conform to the requirements of this Supply Contract within thirty (30)
         days from the date of delivery of the Products. All such rejected items
         shall be returned to seller. In the event that Buyer shall improperly
         return Products that conform in all material respects with the terms of
         this Supply contract, then Buyer shall pay all reasonable costs and
         expenses incurred by Seller in connection with such improper return by
         Buyer. Should Buyer in such case repair the Products, all



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         terms and conditions set forth herein shall remain in full force and
         effect as to the Products furnished by Seller.

                       ARTICLE XIII - PACKAGING; SHIPPING

13.1     Seller agrees to (a) pack, label and ship Products in accordance with
         Buyer's standards, (b) make no charge for handling, packaging, storage,
         transportation or drayage of Products except as otherwise provided
         herein; and (c) provide with each shipment packing slips with Buyer's
         Purchase Order number marked thereon. Seller shall reimburse Buyer for
         all reasonable and foreseeable out-of-pocket expenses incurred by Buyer
         as a result of Seller's improper packing, labeling, routing or
         shipping.

13.2     The labels on each package and identification of the Products on
         packing slips, bills of lading and invoices shall be sufficient to
         enable Buyer to easily identify the Products purchased. Seller further
         agrees to promptly render, after delivery of Products or performance of
         services, correct and complete invoices to Buyer.

                      ARTICLE XIV - INFRINGEMENT INDEMNITY

14.1     As to any of the Products manufactured or supplied to a design or
         specification furnished by Buyer, Buyer shall indemnity and save
         harmless Seller, its subsidiaries, affiliates, controlling persons and
         successors from any claim, suit, demand, loss, damage, liability and
         expense (including reasonable attorneys fees) alleging that the same in
         and of itself infringes any United States or foreign patent, copyright,
         trademark, product mask work right or any other proprietary right,
         except that the design or specification shall be deemed to be not
         furnished by Buyer if the subject matter giving rise to the claim of
         infringement either (a) was derived from, or selected by, the Seller,
         or (b) relates to materials, compositions, alloys or processes relating
         thereto. As to any of the Products manufactured or supplied other than
         to a design or specification furnished by Buyer, Seller shall indemnify
         and save harmless Buyer and its successors from any claim, suit, cause
         of action, demand, loss, damage, liability and expense (including
         reasonable attorneys' fees) alleging that any use or resale of the same
         in and of itself infringes, or constitutes inducement to infringe, any
         United States or foreign patent, copyright, trademark, product mask
         work right or any other proprietary right, except that the design or
         specification shall be deemed to be not furnished by Buyer if the
         subject matter giving rise to the claim of infringement either (a) was
         derived from, or selected by, the Seller, or (b) relates to materials,
         compositions, alloys or processes relating thereto.

14.2     Upon the making of any claim indemnified hereunder, the commencement of
         any suit or action having basis in such claim, or a belief that such a
         claim is likely or imminent, the party against whom such claim is made,
         or suit or action commenced, shall promptly notify the other in
         writing, and the party required to assume liability therefor under the
         foregoing provisions shall promptly assume and diligently conduct the
         entire defense thereof, at its own cost and expense;



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         provided, that the party not required to assume liability shall have
         the right, insofar as its interests are affected, at its sole election
         and at its own cost and expense, to request the court to permit it to
         intervene in any such suit or action or to cooperate in the defense
         thereof with the party required to assume liability, without releasing
         any obligation, liability or undertaking of the latter party.

                             ARTICLE XV - AMENDMENT

15.1     Except as otherwise provided herein, no modification of this Supply
         Contract or any Purchase Order issued pursuant hereto shall be binding
         on Seller or Buyer unless made by a formal written document (either a
         Change Notice, Supplement, or Purchase Order Amendment) signed by Buyer
         and Seller. The only representatives of Buyer empowered to direct
         changes or to agree to modifications of this Supply Contract are the
         respective President's of the Buyer and Seller. No recommendations or
         suggestions by Buyer or others to Seller shall be binding on Buyer
         unless made in accordance with this Article 15.

                            ARTICLE XVI - ASSIGNMENT

16.1     Except as otherwise provided herein, performance of this Supply
         Contract, or any Purchase Order issued pursuant hereto, and all
         obligations relating thereto, shall not be assigned or delegated by
         either party without the prior written consent of the other party, such
         consent not to be unreasonably withheld.

16.2     Claims for money due or to become due to Seller from Buyer arising out
         of this Supply Contract, or any Purchase Order issued pursuant hereto,
         may be assigned, but Buyer shall be under no obligation to pay the
         assignee unless and until Buyer shall have received, written notice of
         the assignment, a true copy of the instrument of assignment, suitable
         documentary evidence of Seller's authority so to assign, and a release
         from the Seller.

16.3     Except as required by applicable Law, in no event shall copies of this
         Supply Contract, any Purchase Order issued pursuant hereto, or of any
         plans, specifications, or other similar documents relating to work
         under this Supply Contract be disclosed or furnished to any assignee or
         to any other person without the prior written consent of the Buyer.
         Notwithstanding any such assignment, Seller shall continue to be bound
         by the obligations of Article 9 hereof.

                          ARTICLE XVII - FORCE MAJEURE

17.1     Any delay or failure of either party to perform its obligations
         hereunder or under any Purchase Order issued pursuant hereto shall be
         excused if, and to the extent that it is caused by an event or
         occurrence beyond the reasonable control of the party and without its
         fault or negligence, such as, by way of example and not by way of
         limitation, acts of God, action by any governmental authority (whether
         valid or invalid), fires, floods, windstorms, explosions, urban
         disturbance and



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<PAGE>

         riots, natural disasters, wars, sabotage, or court injunction or order
         (a "Force Majeure Condition"); provided that written notice of such
         delay (including the anticipated duration of the delay) shall be given
         by the affected party to the other party within twenty-four (24) hours
         or as early as practicable taking into account the Force Majeure
         Condition. During the period of such delay or failure to perform by
         Seller, Buyer, at its option, may suspend this Supply Contract,
         purchase Products from other sources during such period, without any
         liability to Seller, or have Seller provide the Products from other
         sources in quantities and at times requested by Buyer and at the price
         set forth in this Supply Contract, plus any additional costs and
         expenses incurred by Seller in connection therewith as a result of the
         Force Majeure Condition. If requested by the Buyer, Seller shall,
         within twenty-four (24) hours of such request, provide reasonable
         assurance that the delay will cease within six (6) months. If Buyer
         cannot provide the Seller a reasonable assurance then the Buyer may
         immediately cancel the Supply Contract or any Purchase Order issued
         pursuant hereto without any further liability to Seller. In the event
         of any period that Seller is not supplying Buyer with Products due to a
         Force Majeure Condition, the Initial Term or any Option Term then in
         effect shall automatically be extended by such period.

                      ARTICLE XVIII - COMPLIANCE WITH LAWS;
                  COUNTRY OF ORIGIN INFORMATION; CERTIFICATION

18.1     In the performance of this Supply Contract, Seller shall comply in all
         material respects with all federal, state and local laws, ordinances,
         rules and regulations which may be applicable to Seller's performance
         of its obligations hereunder in the country to which Seller's Products
         are delivered to Buyer hereunder. Seller hereby certifies that the
         goods called for by this Supply Contract, or any Purchase Order issued
         pursuant hereto have been or will be produced in compliance in all
         material respects with such applicable laws or ordinances.

18.2     Seller, upon written request, shall furnish any and all documents
         necessary for Buyer to obtain export credits and customs drawbacks and
         in Seller's possession and control. Seller also shall provide
         information and, if necessary, certify such information, as to the
         country of origin of the goods provided hereunder and the value added
         thereto in each country. Seller will provide such information with
         respect to the origin of the raw materials, place of processing, and
         assembly of any goods delivered hereunder so as to enable Buyer to
         certify such information under the law of the United States.

                ARTICLE XVIII - GOVERNMENT CONTRACT REQUIREMENTS

19.1     If this Supply Contract or any Purchase Order issued pursuant hereto is
         a subcontract, or a supply contract comprised solely of commercial
         items under a United States federal government prime contract as may,
         in some cases, be evidenced by the inclusion of a United States federal
         government prime contract, to be included in subcontracts or in supply
         contracts of this nature, are hereby incorporated in and made a part of
         this Supply Contract. The classification of a



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<PAGE>

         contract arising out of these terms and conditions, or the related
         Purchase Order, as one comprising commercial item(s) and the decision
         as to whether Seller is a subcontractor or supplier, for purposes of
         determining which U.S. Government Regulations apply, shall be that of
         the Buyer. Seller agrees to accept the inclusion of all applicable U.S.
         Government FAR and FAR's Supplemental Clauses.

19.2     Since the phraseology of the clauses incorporated above has been
         primarily designed for government prime contracts, words and phrases in
         the foregoing regulations importing the United States federal
         government or the prime contractor or their representatives shall, when
         a fair and reasonable interpretation of the context of this Supply
         Contract so requires in order to express properly the subcontract
         relationship, be deemed to refer to Buyer or Seller or their respective
         representatives; provided, however, that all references to "Government"
         in the patent clauses incorporated herein above shall refer only to the
         United States Government and all references to "Contacting Officer" in
         the clauses incorporated herein above shall refer to the Government
         Contacting Officer for the prime contact; provided, further that all
         references to the clause entitled "Disputes" shall be deemed deleted.
         Copies of such FAR clauses and information as to the Cognizant
         Contracting Officer shall be furnished by Buyer to Seller upon request.

                             ARTICLE XX - INSURANCE

20.1     Seller shall maintain insurance coverage in amounts not less than the
         following:

         20.1.1      Worker's Compensation - Statutory Limits for the state or
                     states in which the work ordered under these terms and
                     conditions is performed (or evidence of authority and
                     financial ability to self-insure);

         20.1.2      Comprehensive General Liability Insurance (including
                     Products/Completed Operations and Blanket Contractual
                     Liability) in which the limit of liability for personal
                     injury or for property damage shall be $1,000,000 per
                     occurrence, or a combined single limit of $1,000,000 per
                     occurrence for Personal Injury and Property Damage; and

         20.1.3      Automobile Liability Insurance (including owned, non-owned
                     and hired vehicles) in which the limit of liability for
                     personal injury or for property damage shall be $1,000,000
                     per occurrence, or combined single limits of $1,000,000 per
                     occurrence for Personal Injury and Property Damage.

20.2     At Buyer's request in writing, Seller shall furnish to Buyer
         certificates of insurance setting forth the amount(s) of coverage,
         policy number(s) and detail(s) of expiration for insurance maintained
         by Seller and, if further requested in writing by Buyer, such
         certificates will provide that Buyer shall receive thirty (30) days
         prior written notification from the insurer of any termination or
         reduction in the amount or scope of coverages. Seller's purchase of
         appropriate insurance



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<PAGE>

         coverage or the furnishing of certificates of insurance shall not
         release Seller of its obligations or liabilities under any Purchaser
         Order issued hereunder.

                           ARTICLE XXI - MISCELLANEOUS

21.1     Seller shall not, without first obtaining the written consent of Buyer,
         in any manner use any trademarks or trade names of Buyer in Seller's
         advertising or promotional materials.

21.2     In the event of any conflict between this Supply Contract and the
         provisions of any Purchase Order issued pursuant hereto, the terms of
         this Supply Contract shall govern.

21.3     Captions, as used herein, are for convenience or reference only and
         shall not be construed to limit or extend the language of the
         provisions to which such captions may refer.

21.4     The provisions of this Supply Contract, together with all exhibits,
         schedules and appendices hereto, constitute the complete and exclusive
         agreement between the parties hereto and supersede any and all previous
         communications, representations or agreements, whether oral or written,
         between the parties with respect to the subject matter hereof.

21.5     These terms and conditions hereof shall be governed by and construed in
         accordance with the laws of the State of Missouri. Buyer may, but is
         not obligated to, bring any action or claim relating to or arising out
         of this Supply Contract or any Purchase Order issued pursuant hereto in
         the appropriate state or federal court in Missouri, and the Seller
         hereby irrevocably consents to personal jurisdiction in any such court,
         hereby appointing the Secretary of State of the State of Missouri as
         its agent for receiving service of process.

21.6     The failure of either party at any time to require performance by the
         other party of any provision of this Supply Contract or any Purchase
         Order placed by Buyer from time to time shall in no way affect the
         right of such party to require such performance at any time thereafter.
         Similarly, the waiver by either party of a breach of any provision of
         these terms and conditions or of any order placed by Buyer from time to
         time pursuant hereto shall not constitute a waiver of any succeeding
         breach of the same or any other provision.

21.7     Seller and Buyer are independent contracting parties and nothing in
         this Supply Contract or any Purchase Order issued pursuant hereto shall
         make either party the agent or legal representative of the other party
         for any purpose whatsoever, nor does it grant either party any
         authority to assume or to create any obligation on behalf of or in the
         name of the other party.



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<PAGE>

21.8     If any term of this Supply Contract or any Purchase Order issued
         pursuant hereto is invalid or unenforceable under any statute,
         regulation, ordinance, executive order, or other rule of law, such term
         shall be deemed reformed or deleted, but only to the extent necessary
         to comply with such statute, regulation, ordinance, executive order or
         other rule of law, and the remaining provisions of this Supply
         Contract, or any Purchase Order issued pursuant hereto, shall remain in
         full force and effect.

21.9     The Seller agrees that all chemical substances, as more fully defined
         in the Toxic Substances Control Act ("TSCA"), comprising or used in the
         manufacture of the Products ordered by Buyer are, to the best of
         Seller's knowledge, listed in the inventory compiled under Section 8(b)
         of TSCA and are not banned from commercial use under TSCA.

         Buyer shall have the right to visit and inspect Seller's Facility
         employed in the manufacture of Products to be delivered to Buyer's
         facility(s) during normal business hours and upon reasonable prior
         written notice to Seller.


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<PAGE>

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


                                           VIASYSYTEMS, INC.


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



                                           INTERNATIONAL WIRE GROUP, INC.


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




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