<PAGE>   1
Ass.Prot. 1999/26                                                    EXHIBIT 2.1
-----------------


                                  NOTARIAL DEED



                      SHARE PURCHASE AND TRANSFER AGREEMENT





Negotiated at Basel/Switzerland this 8th (eighth) day of March 1999 (nineteen
hundred and ninety-nine).


Before me, the undersigned Notary Public



                                  STEPHAN CUENI


at Basel/Switzerland appeared today:


1.     Dr. Joern Christian Roland Nissen, born May 24, 1959, attorney-at-law,
       German citizen, domiciled at D-45219 Essen, Unterlehberg 46, known by
       person,


       acting not in his own name, but as representative exempted from the
       restrictions imposed by Section 181 German Civil Code, presenting an
       original power of attorney, a true copy thereof being attached to this
       Deed, in the name and on behalf of


       Klockner Mercator Maschinenbau GmbH, a German limited liability company
       with head office at D-47057 Duisburg, Klocknerstrasse 29, registered with
       the Commercial Register at the Local Court of Duisburg under HRB 3460,


                                        - hereinafter referred to as " Seller" -


2.     Dr. Hans-Jorg Ziegenhain, born August 9, 1961, attorney-at-law, German
       citizen, domiciled at D-61476 Kronberg, Wilhelm-Bonn-Strasse 6c, known by
       person,


       acting not in his own name, but as representative exempted from the
       restrictions imposed by Section 181 German Civil Code, presenting two
       original 


<PAGE>   2


       powers of attorney, true copies thereof being attached to this Deed (the
       second power of attorney dated March 4, 1999, is presented and attached
       for the Secretary's Certificate of Venture Holdings Trust contained
       therein), in the name and on behalf of


       a)     Venture Beteiligungs GmbH, a German limited liability company in
              process of incorporation and registration with head office at
              D-61118 Bad Vilbel, Wenzel-Jaksch-Strasse 6a, to be registered
              with the commercial register at the local court of Bad Vilbel,
              according to the attached certified copy of the Deed of
              Incorporation of Venture Germany GmbH dated March 4, 1999, and the
              attached certified copy ot the Deed of Incorporation of Venture
              Beteiligungs GmbH dated March 7, 1999,


                                          - hereinafter referred to as "Buyer" -


       b)     Venture Holdings Trust, a grantor trust, organized and existing
              under the laws of the State fo Michigan, USA, with registered head
              office at 33662 James J. Pompo Drive, Fraser, Michigan 48026, USA,


                                         - hereinafter referred to as "Parent" -
                           - Seller, Buyer and Parent hereinafter referred to as
                                      "Party" or "Parties", as the case may be -
                                                                            

The acting notary asked the persons appearing prior to the notarization whether
he or any of his partners acts or acted in the matter to be recorded for any of
the parties of this deed outside his or, as the case may be, their notarial
function (Section 3 para. 1 No. 7 Recording Act (Beurkundungsgesetz)). The
answer was negative.


The persons appearing requested this Deed including its Exhibits to be recorded
in the English language. The acting Notary Public who is in sufficient command
of the English language ascertained that the persons appearing are also in
command of the English language. After having been instructed by the acting
Notary, the persons appearing waived the right to obtain the assistance of a
sworn interpreter and to obtain a certified translation of this Deed and the
Exhibits thereto.


The persons appearing, acting as indicated, asked for the Notarization of the
following



                      SHARE PURCHASE AND TRANSFER AGREEMENT


<PAGE>   3

                                     between


                      KLOCKNER MERCATOR MASCHINENBAU GMBH,


                             Klocknerstra(beta)e 29,


                                D-47057 Duisburg


                                                        - hereinafter "SELLER" -


                                 on the one hand


                                       and


                        VENTURE BETEILIGUNGS GMBH I. GR.,


                         Wenzel-Jaksch-Stra(beta)e 6 a,


                                61118 Bad Vilbel


                                                         hereinafter - "BUYER" -


                                       and


                             VENTURE HOLDINGS TRUST


                           33662 James J. Pompo Drive


                         Fraser, Michigan 48026, U.S.A.


                                                        hereinafter - "PARENT" -


                                on the other hand


                 - Seller, Buyer and Parent hereinafter "Party"


                       or "Parties", as the case may be -





                                   Section 1
                                  DEFINITIONS


The terms listed below are defined with effect for the entire Agreement in the
section listed opposite the relevant term:





           Activities                                                2.1

<PAGE>   4


           Adjustment Amount                                         5.6


           Banking Day                                               11.1

           BDO                                                       6


           Buyer's Auditor                                           9.1

           Cash                                                      5.1.4

           Cash Management System                                    8.1


           Closing Conditions                                        10.1

           Control Agreement                                         7.2


           Effective Date                                            9.1

           Effective Date Accounts                                   9.1


           Environmental Due Diligence                               12a.1

           Environmental Liabilities                                 12a.2

         
           Financial Indebtedness                                    5.1.2

           Financial Statements 1998                                 6


           GAAP                                                      9.1

           Intellectual Property Rights                              12.6


           Klockner-Group                                            3.2

           Known Conditions                                          12a.1

           Net Equity                                                5.1.6

           Peguform                                                  2.1

           Peguform-Group                                            3.1

           Preliminary Purchase Price                                5.2

           Preliminary Effective Date Accounts                       5.2

           Preliminary Shareholder's Loans                           5.2


<PAGE>   5


           Purchase Price                                            5.1


           Purchase Price Adjustment                                 5.4


           Real Estate                                               12.7


           Revised Effective Date Accounts                           9.2

           Shareholder's Loans                                       4.2



           Shareholder's Loans Adjustment                            5.5



           Shares                                                    2.2(a)


           U.S. GAAP Statements                                      11.1


           Working Capital                                           5.1.5




                                   Section 2
                           PEGUFORM AND SUBSIDIARIES


2.1        Peguform GmbH, Botzingen, registered in the Commercial Register of
           the Lower Court of Freiburg/Breisgau sub HRB 1129 ("PEGUFORM") is
           active in the manufacture and sale of plastic products, in particular
           plastic automotive components (the "ACTIVITIES").


2.2        The stated share capital (Stammkapital) of Peguform amounts to
           Deutsche Mark seventy million and is held as follows:


           (a)        Seller holds shares in the nominal amount of DEM 25
                      million (twenty-five million), DEM 15 million (fifteen
                      million), DEM 10 million (ten million), DEM 5 million
                      (five million), DEM 5 million (five million), DEM
                      3,150,000 (three million one hundred fifty thousand), DEM
                      1,913,000 (one million nine hundred thirteen thousand),
                      DEM 1,100,000 (one million one hundred thousand), DEM
                      1,100,000 (one million one hundred thousand), DEM 1
                      million (one million), DEM 1 million (one million), DEM
                      12,400 (twelve thousand four hundred), DEM 10,000 (ten
                      thousand), DEM 10,000 (ten thousand) and DEM 4,600 (four
                      thousand six hundred), together shares in the nominal
                      amount of DEM 69.3 million (sixty nine million three
                      hundred thousand - the "SHARES") and

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           (b)        NEPTUNO Verwaltungs- und Treuhand-Gesellschaft mbH,
                      Cologne, holds shares in the nominal amount of DEM 300,000
                      (three hundred thousand), DEM 300,000 (three hundred
                      thousand) and DEM 100,000 (one hundred thousand), together
                      shares in the nominal amount of DEM 700,000 (seven hundred
                      thousand).


2.3        Peguform holds all of the shares (including the shares held in trust
           for Peguform as set out in Section 2.4) in (a) Peguform France S.A.,
           Vernon, France; (b) Peguform Iberica S.A., Polinya, Spain (except as
           set out in Section 2.5); (c) Peguform Bohemia a.s., Liberec, Czech
           Republic; as well as (d) a 70 %-interest in Peguform Hella Mexico
           S.A., Puebla, Mexico. Peguform Iberica S.A. and Peguform Bohemia a.s.
           hold the interests shown on the corporate chart attached as EXHIBIT
           Section 2.3. Peguform France S.A. has entered into a joint venture
           agreement with Shashi Hengfeng Plastic Co. Ltd. regarding the
           foundation of Manducher Hengfeng Ltd.


2.4        The following parties hold shares in Peguform France S.A. as trustees
           for Peguform:


           (a)       Mr. Siegfried Barschkett                          2 shares


           (b)       Mr. Mattheus de Graef                             2 shares


           (c)       Mr. Felix Perez Solana                            2 shares


           (d)       Mr. Werner Deggim 2 shares.                       2 shares.


2.5        Domus Verwaltungsgesellschaft mbH, Duisburg, holds one share in
           Peguform Iberica S.A.


2.6        Inerga Components S.A. holds 2,500 shares in Inerga Logistics S.L.
           and Celulosa Fabril (Cefa) S.A. holds one share in Inerga Components
           S.A.


2.7        Mr. Francesc Borull holds as a trustee for Peguform Iberica S.A. one
           share (quota) in Peguform do Brazil and 1,000 shares in Peguform
           Argentinia S.A.



                                   SECTION 3
                         PEGUFORM-GROUP, KLOCKNER-GROUP

<PAGE>   7

3.1        Peguform and the direct and indirect subsidiaries (including
           interests in joint ventures) referred to in Section 2.3 are
           hereinafter collectively referred to as the "PEGUFORM-GROUP".


3.2        Klockner-Werke AG and its affiliated enterprises within the meaning
           of Section 15 Stock Corporation Act excluding the companies of the
           Peguform-Group are hereinafter collectively referred to as the
           "KLOCKNER-GROUP".





                                   SECTION 4
           SALE AND TRANSFER OF SHARES, REPAYMENT OF SHAREHOLDER'S LOANS


4.1        Seller hereby sells and transfers subject to the suspensive
           conditions set forth in ss. 4.3 below the Shares to Buyer. Buyer
           accepts the sale and transfer of the Shares. The sale and transfer of
           the Shares shall include all rights and obligations attached to the
           Shares.


4.2        Buyer shall repay on behalf of Peguform-Group all accounts receivable
           of Seller against the companies of the Peguform-Group existing at the
           time of the Effective Date excluding accounts receivable arising from
           supplies and services in the ordinary course of business
           ("SHAREHOLDER'S LOANS") being recorded in the Cash Management System
           (Seller's account nos. 5032 and 5518).


4.3        The sale of the Shares shall become effective in relation between the
           Parties as of the end of the day (24:00 hrs.) of the Effective Date.
           The transfer of the Shares, however, shall become legally effective
           (suspensive condition/ aufschiebende Bedingung) only at the day of
           Closing, or with the payment of the Preliminary Purchase Price and
           the repayment of the Preliminary Shareholder's Loans, whichever
           occurs later.



                                   SECTION 5
                                 PURCHASE PRICE


5.1        The Purchase Price for the Shares shall be the aggregate of:


           5.1.1     a fixed amount of DEM 848,118,948.-- (Deutsche Mark eight
                     hundred forty eight million one hundred eighteen thousand
                     nine 


<PAGE>   8



                     hundred forty eight);


                     minus


           5.1.2     the amount of interest-bearing and non interest-bearing
                     debt obligations or other similar instruments of the
                     Peguform-Group to banks, financial or other similar
                     institutions or vendors in the case of financed equipment
                     purchases initially providing for deferred payments in
                     excess of one year (including any accrued and/or unpaid
                     interest thereon) and excluding any obligations arising
                     from financial leases each existing at the time of the
                     Effective Date ("FINANCIAL INDEBTEDNESS");


                     minus


           5.1.3     the amount of the Shareholder's Loans existing at the time
                     of the Effective Date;


                     plus


           5.1.4     cash and cash equivalents (Section 266(2) B IV German
                     Commercial Code) existing at the time of the Effective Date
                     ("CASH");


                     plus/minus


           5.1.5     the amount by which the accounts receivable from customers
                     plus inventories less accounts payable to vendors of the
                     Peguform-Group less of customer deposits received by the
                     Peguform-Group and excluding any amounts owed to vendors in
                     the case of financed equipment purchases initially
                     providing for deferred payments in excess of one year
                     (including any accrued and/or unpaid interest thereon) as
                     far as these amounts have been included in the Financial
                     Indebtedness (the "WORKING CAPITAL") existing at the time
                     of the Effective Date is more/less than DEM 208.5 million
                     (Deutsche Mark two hundred eight million five hundred
                     thousand);


                     plus/minus


           5.1.6     the amount of any increase/decrease between (i) the
                     consolidated net equity less of minority interests
                     (Eigenkapital abzuglich 

<PAGE>   9



                     Anteile Dritter) of the Peguform-Group existing at the time
                     of the Effective Date (the "NET EQUITY") and (ii) the
                     amount of DEM 159,735,625 (Deutsche Mark one hundred fifty
                     nine million seven hundred thirty five thousand six hundred
                     twenty five), representing the consolidated net equity less
                     of minority interests as shown in the Financial Statements
                     1998; in the calculation of the increase/decrease between
                     the Net Equity and the consolidated net equity less of
                     minority interests as shown in the Financial Statements
                     1998 all items which would give rise to duplicative
                     adjustments to the Purchase Price, such as changes in the
                     provisions for inventories and receivables or other items,
                     shall be disregarded;


           (the "PURCHASE PRICE") plus interest on the Purchase Price at the
           rate of 6 % per annum (365 days) from Closing to but not including
           the day of payment. The Financial Indebtedness, the Shareholder's
           Loans, the Cash, the Working Capital and the Net Equity which are
           used in calculating the Purchase Price are shown for illustration
           purposes in EXHIBIT SECTION 5.1 as of 30 September 1998.


5.2        The Preliminary Purchase Price to be paid by Buyer to Seller on
           Closing as provided under Section 11.3 (a) shall be calculated by
           applying the principles set out in Section 5.1 above on the basis of
           Preliminary Effective Date Accounts prepared by the management of the
           Peguform-Group based on good faith projections ("PRELIMINARY
           EFFECTIVE DATE ACCOUNTS") and delivered to Buyer on or before the
           tenth Banking Day preceding the Closing ("PRELIMINARY PURCHASE
           PRICE"). The Preliminary Shareholder's Loans to be repaid by Buyer on
           behalf of the Peguform-Group to Seller on Closing as provided under
           Section 11.3(b) shall be calculated on the basis of the Preliminary
           Effective Date Accounts ("PRELIMINARY SHAREHOLDER'S LOANS").


5.3        The Preliminary Purchase Price and the Preliminary Shareholder's
           Loans shall be paid by Buyer free of costs and charges in immediately
           available funds by wire transfer at Closing to the account designated
           by Seller in writing prior to Closing.


5.4        If, on the basis of the Effective Date Accounts, the Purchase Price
           is higher 



<PAGE>   10



           than the Preliminary Purchase Price, Buyer shall pay to Seller an
           amount equal to the amount by which the Purchase Price exceeds the
           Preliminary Purchase Price and, if, on the basis of the Effective
           Date Accounts, the Preliminary Purchase Price is higher than the
           Purchase Price, Seller shall pay to Buyer an amount equal to the
           amount by which the Preliminary Purchase Price exceeds the Purchase
           Price. Any such amount to be paid by either Buyer or Seller
           ("PURCHASE PRICE ADJUSTMENT") shall be paid as follows:


           5.4.1     Any Purchase Price Adjustment owed by Buyer shall be paid
                     free of costs and charges in immediately available funds
                     ten Banking Days after the Effective Date Accounts have
                     become final and binding upon the Parties in accordance
                     with Section 9 below to the account designated by Seller in
                     writing prior to Closing.


           5.4.2     Any Purchase Price Adjustment owed by Seller shall be paid
                     by Seller free of costs and charges in immediately
                     available funds by wire transfer ten Banking Days after the
                     Effective Date Accounts have become final and binding upon
                     the Parties in accordance with Section 9 below to the
                     account designated by Buyer in writing prior to Closing.


5.5        If, on the basis of the Effective Date Accounts, the amount of the
           Shareholder's Loans is higher than the amount of the Preliminary
           Shareholder's Loans, Buyer shall pay to Seller on behalf of
           Peguform-Group an amount equal to the amount by which the
           Shareholder's Loans exceed the Preliminary Shareholder's Loans and,
           if, on the basis of the Effective Date Accounts, the Preliminary
           Shareholder's Loans are higher than the Shareholder's Loans, Seller
           shall pay to Buyer for the account of the Peguform-Group an amount
           equal to the amount by which the Preliminary Shareholder's Loans
           exceed the Shareholder's Loans. Any such amount to be paid by either
           Buyer or Seller ("SHAREHOLDER'S LOANS ADJUSTMENT") shall be paid as
           follows:


           5.5.1     Any Shareholder's Loans Adjustment owed by Buyer shall be
                     paid free of costs and charges in immediately available
                     funds ten Banking Days after the Effective Date Accounts
                     have become final and binding upon the Parties in
                     accordance with Section 9 below to the



<PAGE>   11





                     account designated by Seller in writing prior to Closing.


           5.5.2     Any Shareholder's Loans Adjustment owed by Seller shall be
                     paid by Seller free of costs and charges in immediately
                     available funds by wire transfer ten Banking Days after the
                     Effective Date Accounts have become final and binding upon
                     the Parties in accordance with Section 9 below to the
                     account designated by Buyer in writing prior to Closing.


5.6        If one Party owes a Purchase Price Adjustment to the other Party and
           that other Party owes a Shareholder's Loans Adjustment to the other,
           these claims shall be offset to the extent that the amounts
           correspond with each other. The excess amount shall be payable by
           Seller or Buyer respectively, whoever owes the larger amount, as
           provided for in Section 5.4 or Section 5.5 respectively ("ADJUSTMENT
           AMOUNT").


                                        
                                   SECTION 6
                           FINANCIAL STATEMENTS 1998


The financial statements of Peguform GmbH for fiscal year 1997/1998 ending on
September 30, 1998 audited and certified by BDO Deutsche Warentreuhand AG
Wirtschaftsprufungsgesellschaft, Dusseldorf ("BDO"), as well as the consolidated
financial statements of the Peguform-Group for such fiscal year audited by BDO
(collectively the "FINANCIAL STATEMENTS 1998") have been handed over to Buyer
prior to the conclusion of this Agreement.




                                   SECTION 7
                        ALLOCATION OF PROFITS AND LOSSES


7.1        Seller shall arrange that the fiscal year of Peguform is changed to
           the effect that the fiscal year starting on October 1, 1998 shall end
           on the Effective Date.


7.2        Seller shall enter into an agreement with Peguform pursuant to which
           the control and profit and loss transfer agreement between Seller and
           Peguform dated July 31/August 6, 1997 ("CONTROL AGREEMENT") shall be
           terminated by mutual agreement as of the Effective Date.

<PAGE>   12

7.3        Seller shall be obliged to assume the losses, if any, of Peguform as
           shown in the statutory accounts of Peguform as of the Effective Date
           under the Control Agreement in accordance with Section 302 (1) German
           Stock Corporation Act.


7.4        The profit of Peguform for the stub fiscal year ending on the
           Effective Date as shown in the statutory accounts of Peguform as of
           such date shall be allocated and transferred to Seller under the
           Control Agreement.


7.5        In case creditors of Peguform should require collateral pursuant to
           Section 303 German Stock Corporation Act, Seller shall upon request
           of Buyer provide such collateral in its own name and for its own
           account, irrespective of when the claim for which collateral is
           requested came into existence. Should this not be feasible, Seller
           shall indemnify Buyer against any costs and expenses incurred in
           providing such collateral as well as indemnify Buyer against any
           recourse by third parties.


7.6        The statutory accounts of Peguform for the stub fiscal year shall be
           prepared by the management of Peguform, audited by BDO and determined
           by Buyer timely and without undue delay. However, in relation between
           the Parties the Effective Date Accounts shall govern the
           determination of the profit and loss of the stub fiscal year. If the
           statutory accounts show a larger loss of Peguform in the stub fiscal
           year than the Effective Date Accounts, Buyer shall hold Seller
           harmless against any claim of Peguform exceeding the loss as shown in
           the Effective Date Accounts. Seller herewith waives any claims
           against Peguform for any profit of the stub fiscal year in excess of
           the amount of profit shown in the Effective Date Accounts.



                                   SECTION 8
                        CASH MANAGEMENT/WORKING CAPITAL


8.1        Seller maintains a cash management system to record and settle all
           intercompany transactions between the Klockner-Group and the
           Peguform-Group other than transactions between companies of those
           groups concerning supplies and services in the ordinary course of
           business (the "CASH MANAGEMENT SYSTEM"). The Cash Management System
           shall be terminated on or before the Effective Date.

<PAGE>   13

8.2        Under the Cash Management System Seller will have an account
           receivable against Peguform-Group which corresponds to the
           Shareholder's Loans and shall be repaid by Buyer on behalf of
           Peguform-Group as described in Section 4.2.


8.3        Seller shall, as far as necessary and appropriate, with the prior
           consent or on the request of Buyer, provide Peguform-Group with
           additional cash between the Effective Date and Closing by means of
           further loans. The aggregate of such amounts plus interest accrued
           (at the rate of 4 % per annum (365 days) from the Effective Date to
           but not including the day of payment) shall be repaid by Buyer on
           behalf of the Peguform-Group to Seller at Closing as provided for in
           Section 5.3. Seller shall submit to Buyer satisfactory documentation
           that reflects the additional cash provided by Seller after the
           Effective Date on or before the seventh Banking Day prior to Closing.


8.4        Seller undertakes and covenants that the Working Capital will be
           managed in the ordinary course between October 1, 1998 and the
           Effective Date and in accordance with past practice prior to October
           1, 1998, in particular without limitation (i) the collection of the
           receivables will not be accelerated, (ii) the payables will not be
           extended and (iii) the inventories will not be liquidated other than
           in the ordinary course of business.



                                   SECTION 9
                            EFFECTIVE DATE ACCOUNTS


9.1        The Financial Indebtedness, the Shareholder's Loans, the Cash, the
           Net Equity and the Working Capital, each as per 31 March 1999 (the
           "EFFECTIVE DATE") as well as any Purchase Price Adjustment,
           Shareholder's Loans Adjustment and any Adjustment Amount resulting
           therefrom, shall be determined on the basis of the consolidated
           accounts of Peguform-Group as of the Effective Date which shall be
           prepared by BDO in accordance with German generally accepted
           principles of accounting and preparation of annual accounts ("GAAP")
           utilizing and continuing the same election rights and valuation
           principles as used by the Peguform-Group in preparation of the
           Financial Statements 1998 and on the basis of (i) the then current
           Klockner-Werke AG accounting and consolidation standards


<PAGE>   14


           (Bilanzierungsrichtlinie Stand 9/94 and Konsolidierungsrichtlinie
           Stand 9/94) used in the preparation of the Financial Statements 1998
           consistently applied and (ii) the accounting policies listed in
           EXHIBIT SECTION 9.1 (the "EFFECTIVE DATE ACCOUNTS"). However, in the
           event that GAAP and past practices conflict, then GAAP will prevail.
           Seller shall until Closing and Buyer shall after Closing instruct the
           management of the companies of the Peguform-Group to effectively
           assist BDO in the preparation of the Effective Date Accounts, in
           particular by providing all information and documentation requested
           by BDO. The Effective Date Accounts prepared by BDO shall be
           delivered to Deloitte and Touche LLP ("BUYER'S AUDITOR") not later
           than sixty (60) days after the Effective Date. Buyer's Auditor shall
           receive all necessary assistance and shall be given access to all
           relevant documentation for reviewing the Effective Date Accounts.


9.2        The calculation of the Financial Indebtedness, the Shareholder's
           Loans, the Cash, the Net Equity and the Working Capital, each as of
           the Effective Date, as well as any Purchase Price Adjustment,
           Shareholder's Loans Adjustment and any Adjustment Amount resulting
           therefrom, will be based on the Effective Date Accounts prepared by
           BDO to the extent that Buyer does not within thirty (30) days after
           receipt of BDO's Effective Date Accounts provide Seller with a
           written report asserting that the Effective Date Accounts do not meet
           the provisions of this Agreement by way of stating the specific
           objections to that effect. In such event, revised Effective Date
           Accounts shall be prepared by Buyer's Auditor and submitted to Seller
           within the foregoing thirty (30) days' period which shall take into
           account the changes that are necessary in Buyer's view ("REVISED
           EFFECTIVE DATE ACCOUNTS").


9.3        If the Parties cannot agree on the changes of the Revised Effective
           Date Accounts within two weeks following the delivery of the Revised
           Effective Date Accounts by Buyer's Auditors, each of Seller and Buyer
           shall be entitled to request the Institut der Wirtschaftsprufer in
           Deutschland e.V., Dusseldorf, to appoint an auditor to act as an
           arbitrator (Schiedsgutachter) to determine the correct amount of the
           Financial Indebtedness, the Shareholder's Loans, the Cash, the Net
           Equity and the Working Capital, but limited to any dispute on the
           changes since September 30, 1998. The arbitrator shall give Seller
           and Buyer adequate opportunity to present their views in writing and
           at a hearing or hearings to be held in the presence of



<PAGE>   15





           Seller and Buyer and their advisors. The arbitrator shall give
           reasons for his decision on all issues which are in dispute between
           Seller and Buyer. The arbitrator shall also determine the allocation
           of the cost of the arbitration proceedings pursuant to Sections 91
           sequent German Code of Civil Procedure, provided that each Party
           shall fully bear the costs of his own advisors. The Effective Date
           Accounts as determined by the arbitrator shall be final and binding
           for the Parties but shall not limit the representations and
           warranties contained in Section 12.8 otherwise.




                                   SECTION 10
                               CLOSING CONDITIONS


10.1       The Closing shall take place after the following conditions ("CLOSING
           CONDITIONS") have occurred:


           (a)       The supervisory board (Aufsichtsrat) of Klockner-Werke AG
                     has agreed to the conclusion and performance of this
                     Agreement;


           (b)       the shareholders' meeting (Hauptversammlung) of
                     Klockner-Werke AG has agreed to the conclusion and
                     performance of this Agreement;


           (c)       any necessary pre-merger antitrust clearance in Germany,
                     Belgium and Mexico has been obtained.


10.2       The Parties undertake to use all reasonable endeavours to ensure that
           the Closing Conditions are fulfilled as soon as possible after the
           time of signing of this Agreement, in particular the Board of
           Directors (Vorstand) of Klockner-Werke AG shall recommend to the
           shareholders' meeting of Klockner-Werke AG to approve the transaction
           as contemplated hereunder. The Parties shall promptly inform each
           other about the occurrence of the Closing Conditions. Each Party is
           entitled to waive the satisfaction of a Closing Condition intended
           for the protection of that Party.


10.3       If any of the Closing Conditions has not been satisfied on or before
           June 30, 1999, this Agreement, with the exception of Section 19 and
           Section 20 shall be deemed null and void unless a Party has waived a
           Closing Condition pursuant Section 10.2. If the Agreement shall be
           deemed null and void none of the Parties 

<PAGE>   16



           shall have a claim against the other in the context of having entered
           into this Agreement. However, each Party shall be obliged to return
           all material received from the other side and to keep secret and not
           to use for its own purposes all confidential information received in
           the context of the transactions contemplated in this Agreement.
           Seller and Buyer may agree on an extension of the period set forth in
           sentence 1.




                                   SECTION 11
                                    CLOSING


11.1       The Closing shall take place five banking days (a day on which banks
           are open for business in Frankfurt am Main and in New York - "BANKING
           DAY") following the occurrence of the last of the Closing Conditions
           not waived by one of the Parties. The Parties will use their best
           efforts to achieve the Closing as soon as reasonably possible,
           however, the Parties are aware of Buyer's desire to receive thirty
           days before Closing, consolidated financial statements of the
           Peguform Group (consolidated balance sheets, income statements,
           statements of cash flows, statement of shareholders' equity and notes
           thereto) prepared in accordance with United States Generally Accepted
           Accounting Principles and accompanied by the report of BDO in form
           and substance meeting the requirements for inclusion by Buyer in
           reports and other filings it may make under the United States
           securities laws (i) as of September 30, 1997 and September 30, 1998
           (audited) and (ii) for the three months periods ended as of December
           31, 1997 and December 31, 1998 (unaudited)("U.S. GAAP STATEMENTS").
           In the event that the U.S. GAAP Statements are not timely (30 days in
           advance) received by Buyer, the Closing may at Buyer's request be
           postponed, but in no event the Closing may be postponed to a later
           date than 31 May 1999, 10 a.m. for this reason.

11.2       The Closing shall take place at the offices of Klockner-Werke AG, 29
           Klocknerstra(beta)e, 47057 Duisburg or at such other place agreed
           upon by the Parties.


11.3       At Closing the Parties shall procure simultaneously ("Zug um Zug")
           the following:

<PAGE>   17


           (a)       Buyer shall pay the Preliminary Purchase Price as provided
                     for in Section 5;


           (b)       Buyer shall repay the Preliminary Shareholder's Loans as
                     provided for in Section 4.2 and Section 5.2;


           (c)       Buyer shall pay the amount of any additional cash
                     contribution, including any interest thereon, by Seller to
                     Peguform-Group after the Effective Date (as provided for in
                     Section 8.3);


           (d)       Seller shall submit to Buyer satisfactory documentation
                     showing that the supervisory board (Aufsichtsrat) and the
                     shareholders meeting (Hauptversammlung) of Klockner-Werke
                     AG have given their consent to the conclusion and
                     performance of this Agreement;


           (e)       Seller shall hand over to Buyer the resignation letters
                     provided for in Section 18;


           (f)       Seller shall procure that the shares referred to in Section
                     2.4 (a) and (b) and Section 2.5 are transferred to parties
                     designated by Buyer;


           (g)       If a list of Known Conditions has been prepared by the
                     Parties as provided for in Section 15.7, such list shall be
                     confirmed by Seller and Buyer by way of signing.




                                   SECTION 12
                         REPRESENTATIONS AND WARRANTIES


Seller represents and warrants at the time of signing of this Agreement and as
of the Closing as follows:


12.1       Seller has all necessary authority, including any required board
           approvals, to enter into and to perform this Agreement. Seller can
           freely dispose of the Shares sold and transferred pursuant to this
           Agreement, free of any encumbrances or other rights of third parties
           including warrants and options to purchase Shares, and there are no
           agreements to acquire or subscribe for any of the capital stock of
           Peguform or any of the companies of the Peguform-Group (except as
           provided for in the joint venture and 

<PAGE>   18


           shareholders' agreements of Celulosa Fabril (Cefa) S.A., Manducher
           Hengfend Ltd. and Peguform Hella Mexico S.A. de C.V.).


12.2       The statements in Section 2 correctly reflect the ownership in and
           the capital of Peguform and the companies of the Peguform-Group.
           There are no other shares held by Peguform or the companies of the
           Peguform-Group in any other companies nor any obligations to acquire
           such shares.


12.3       Peguform and the companies of the Peguform-Group are companies duly
           organised and validly existing under the laws of their respective
           jurisdictions. No bankruptcy or judicial composition proceedings
           concerning the assets of any of the companies of the Peguform-Group
           or of Seller have been applied for and no circumstances exist
           pursuant to any bankruptcy or voidance laws applicable which could
           justify the voidance of this Agreement.


12.4       The share capital of Peguform and each of the companies of the
           Peguform-Group is fully paid in. Cash contributions have been made in
           full, and contributions in kind have been made at not more than
           market value. Contributions have not been reduced by repayments.
           There exist no other financial encumbrances on the Real Estate, to
           the extent owned by Peguform or the companies of the Peguform-Group,
           other than such securing liabilities shown in the Financial
           Statements 1998.


12.5       Each of the companies of the Peguform-Group has performed and
           complied with all material obligations under any material agreements,
           contracts or other commitments any of them are a party to, and has
           done everything which is reasonable in order to be in a position to
           meet such material obligations under these agreements, contracts, or
           commitments when they become due. Except as disclosed in EXHIBIT
           SECTION 12.5, to the best of Seller's knowledge, no event has
           occurred which would constitute a material default under any material
           agreement, contract or commitment, and none of the parties to such
           material agreement, contract or commitment is entitled to terminate
           or modify the obligations thereunder as a result of the execution of
           this Agreement.


12.6       Peguform and each of the companies of the Peguform-Group own or
           lawfully use under a license all such patents, utility models, design
           patents, trademarks, copyrights, software and other intellectual
           property rights 


<PAGE>   19




           (collectively "INTELLECTUAL PROPERTY RIGHTS") necessary to carry on
           the Activities of Peguform and each of the companies of the
           Peguform-Group as presently conducted and that such Intellectual
           Property Rights, to the best knowledge of Seller, do not infringe on
           any third party rights nor, to the best knowledge of Seller, can any
           third party claim the invalidity or unenforceability of such rights
           and Peguform and each of the companies of the Peguform-Group hold
           unrestricted and lawful title to the Intellectual Property Rights to
           the extent they are owned by Peguform and/or the companies of the
           Peguform-Group. The Intellectual Property Rights are not the subject
           of any pending or, to the best knowledge of Seller, threatened
           proceedings for opposition, cancellation, revocation or
           rectification, and there exist no facts or circumstances to the best
           knowledge of Seller which might give rise to any such proceedings.


12.7       Peguform and each of the companies of the Peguform-Group own, or hold
           lawful possession to, all assets (including the Real Estate) and
           inventories necessary for carrying out the Activities in
           substantially the same fashion as prior to the Closing, and all such
           assets and inventories are in a condition which is adequate to carry
           on the Activities in the ordinary course of business in substantially
           the same fashion and manner as prior to the Closing. Peguform and
           each of the companies of the Peguform-Group have good and marketable
           title to all of their assets necessary for carrying out the
           Activities, except for leased property and third party intellectual
           property rights, to which Peguform or the respective companies of the
           Peguform-Group has valid and enforceable leases or licenses, as the
           case may be, free and clear of all mortgages, options, leases,
           covenants, conditions, agreements, liens, security interest, adverse
           claims, restrictions, charges, encumbrances or right of others,
           except for any statutory or customary encumbrances or restrictions
           (e.g. title retention, right of way and all other servitudes of
           non-financial nature, right of first refusal) and except as disclosed
           in EXHIBIT SECTION 12.7. The use of the Real Estate used or owned by
           Peguform or the companies of the Peguform-Group (collectively "REAL
           ESTATE"), the conduct of its Activities does not violate any material
           law or governmental regulation, and the buildings and improvements on
           the Real Estate comply in all material aspects with the applicable
           laws and regulations. This representation does not extend to Known
           Conditions and Environmental Liabilities and to shareholdings within
           the meaning of Section 


<PAGE>   20



           12.2.


12.7a      As of the Effective Date, Seller will cause Peguform to ensure that
           all machinery, equipment and other fixed assets necessary to generate
           the production volumes of Peguform do Brazil as originally projected
           by Peguform will be in sufficient condition to support the full
           operation of the facility, or, to the extent that Seller anticipates
           any additional expenditures to be incurred subsequent to the
           Effective Date with respect to the purchase and installation of such
           fixed assets, these will be recognized as a liability of Peguform do
           Brazil at the Effective Date in the Preliminary Effective Date
           Accounts and the Effective Date Accounts.


12.8       The Financial Statements 1998 and the Effective Date Accounts have
           each been prepared in accordance with the GAAP, utilizing and
           continuing the same election rights and valuation principles as used
           by the Peguform-Group in preparation of the preceding financial
           statements respectively and on the basis of (i) the then current
           Klockner-Werke AG accounting and consolidation standards
           (Bilanzierungsrichtlinie Stand 9/94 and Konsolidierungsrichtlinie
           Stand 9/94), consistently applied and (ii) the accounting policies
           listed in EXHIBIT SECTION 9.1; the Financial Statements 1998 note all
           material contingent liabilities within the meaning of Section 251
           German Commercial Code ("Eventualverbindlichkeiten") of each of
           Peguform and the companies of the Peguform-Group, stating the exact
           amounts and exposure incurred with any such contingent liability. All
           companies in which Peguform directly or indirectly holds the majority
           of the voting rights or which are directly or indirectly controlled
           by Peguform have been included in the consolidation as if they were
           wholly owned subsidiaries of Peguform (including Celulosa Fabril
           (Cefa) S.A.).


           In accordance with German GAAP, Peguform accounts for production
           tooling projects utilizing the strict "lowest value" principle, in
           which the carrying value as of the balance sheet date of each
           production tooling project may not exceed the proceeds reasonably
           expected from the Peguform customer, net of all future estimated
           costs necessary to complete the project. Any write downs necessary to
           perform this "loss-free" valuation are continuously treated as a
           valuation adjustment, are offset against the related production
           tooling projects recorded within inventory on the balance sheet, and
           are charged to expense in the period such write-downs are 


<PAGE>   21


           identified. This principle will be utilized in the preparation of the
           Preliminary Effective Date Accounts and the Effective Date Accounts.


12.9       The Financial Statements 1998 and the Effective Date Accounts present
           a true and fair view according to GAAP of the net worth, financial
           position and results of the Peguform-Group.


12.10      Peguform and each of the companies of the Peguform-Group are in
           possession of all material governmental approvals, licenses and
           permits necessary to operate their respective business as it
           currently exists except as disclosed in EXHIBIT SECTION 12.10. The
           approvals, licenses and permits are in full force and effect and will
           not be terminated due to the transfer of the Shares. Peguform and
           each of the companies of the Peguform-Group are each at the time of
           Closing in all material respects in compliance with such approvals,
           licenses and permits affecting or applicable to the Activities.


12.11      For the benefit of Peguform and the companies of the Peguform-Group
           the insurances listed in EXHIBIT SECTION 12.11 have been entered
           into, partially under framework agreements of Klockner-Werke AG. All
           premiums due for the insurances listed in EXHIBIT SECTION 12.11 have
           been paid. The insurance coverage for insurances under the framework
           agreements of Klockner-Werke AG will continue until the end of the
           respective current insurance period as described in EXHIBIT SECTION
           12.11 provided that Peguform and each of the companies of the
           Peguform-Group continue to comply with all obligations under the
           relevant policies, including payment of its share of the premiums.
           The coverage under all other insurance agreements of Peguform and the
           companies of the Peguform-Group outside the framework agreements of
           Klockner-Werke AG will continue until their respective contractual
           termination date or their respective renewal date as described in
           EXHIBIT SECTION 12.11, provided that Peguform and each of the
           companies of the Peguform-Group continue to comply with all
           obligations vis-a-vis the insurers, including the payment of
           premiums. Seller does not warrant that the terms and conditions of
           the insurances which are covered by the framework agreements of
           Klockner-Werke AG will remain unchanged in view of the transfer of
           the Shares after the end of the respective current insurance periods.


12.12      Peguform and each of the companies of the Peguform-Group at the time
           of 


<PAGE>   22
           signing of this Agreement are not involved in court or administrative
           proceedings, including arbitration proceedings, either as plaintiff
           or defendant having a litigation value (Streitwert) exceeding DEM
           1,000,000 in the individual case except as disclosed in EXHIBIT
           SECTION 12.12. There are no product liability, warranty or other
           similar claims currently against Peguform and/or any of the companies
           of the Peguform-Group exceeding a value of DEM 200,000 in the
           individual case; and, to the best knowledge of Seller, there exist no
           circumstances which could give rise to any such liabilities or
           claims.


12.13      All obligations, whether arising by operation of law, by agreement or
           past custom, for payments and contributions with respect to direct or
           indirect pension and retirement benefits or other compensational
           benefits, such as anniversary payments, early retirement benefits,
           severance payments and other alike payments to the employees of
           Peguform or the companies of the Peguform-Group in pension fund and
           old age pension liabilities for periods prior to the Effective Date
           have been paid, are funded for or are provided for to the extent
           required by GAAP in the Effective Date Accounts taking into
           consideration Section 6a German Income Tax Act; Peguform and/or the
           companies of the Peguform-Group have not experienced any strike,
           labour interruption or disturbance or other collective labour
           controversy of any material nature since January 1, 1997 until the
           signing of this Agreement, except as disclosed in EXHIBIT SECTION
           12.13. To the best knowledge of Seller, Peguform and the companies of
           the Peguform-Group are in compliance with all material laws and
           regulations dealing with wages, hours, vacations and working
           conditions for their employees. Peguform and the companies of the
           Peguform-Group employ in the aggregate on the Effective Date no more
           than 8.100 employees, including such employees who are not currently
           on the payroll of the Peguform-Group due to maternity leave,
           long-term sickness or alike circumstances, but excluding all leased
           personnel. Except as set forth in EXHIBIT 12.13A, there are no union
           agreements, shop floor agreements, social plans or other labour
           contracts which restrain Peguform-Group or any of its constituent
           companies from undertaking reductions in force, in either case which
           are in addition to requirements imposed by statutory law.


12.14      Peguform and each of the companies of the Peguform-Group are not in
           default regarding payment of taxes, customs and social security


<PAGE>   23


           contributions and have filed all necessary returns in time. There is
           no basis for assessment of any deficiency in taxes, customs and
           social security contributions and there exist no circumstances which
           could give rise to the revocation or withdrawal of any subsidies
           granted to Peguform or any of the companies of the Peguform-Group,
           except to the extent disclosed in EXHIBIT SECTION 12.14. All
           transactions and agreements entered into by Peguform and/or the
           companies of the Peguform-Group amongst themselves or with the
           Klockner-Group provide for customary terms and are entered into at
           arms' length.


12.15      Peguform and the companies of the Peguform-Group have each made all
           reasonable arrangements as far as necessary and appropriate at the
           time of Closing with a view to securing that the computer systems of
           each of Peguform and the companies of the Peguform-Group are
           millennium-compliant which term shall mean that neither the
           performance nor functionality is or will be effected by dates prior
           to, during or after the year 2000 and in particular, but without
           limitation, (i) date based functionality behaves, and will behave
           consistently for dates prior to, during or after the year 2000, (ii)
           in all interfaces and data storage, the century in any date is and
           will be specified either explicitly or by unambiguous algorithms or
           interferencing rules and (iii) the year 2000 is and will be
           recognized as a leap year.


12.16      During the period from October 1, 1998 until the Effective Date


           (a)       no material adverse changes in the financial position and
                     conditions of operation of Peguform and the companies of
                     the Peguform-Group have occurred (except for the currency
                     devaluation in Brazil);


           (b)       no damages to Peguform or each of the companies of the
                     Peguform-Group the amount of which exceeds DEM 1 million in
                     the individual case or DEM 5 million in the aggregate have
                     been incurred.


12.17      During the period from October 1, 1998 until the Closing Peguform and
           each of the companies of the Peguform-Group have continued to conduct
           their Activities in all material respects in the ordinary course of
           business.

<PAGE>   24

12.18      During the period from October 1, 1998 until the signing of the
           Agreement


           (a)       Peguform or any of the companies of the Peguform-Group have
                     not incurred any material liabilities, disposed of or used
                     as a security, any material asset, or entered into any
                     material transactions not in the ordinary course of
                     business, made any material capital expenditure or
                     commitment therefore other than set forth in the budget of
                     Peguform-Group, in each case exceeding DEM 1 million in the
                     individual case, except as disclosed in EXHIBIT SECTION
                     12.18;


           (b)       the remuneration payable, including any employee benefits,
                     in particular under any bonus or pension schemes, to the
                     managing directors, officers, employees, are not being
                     changed other than under statutory laws or existing union
                     agreements or in the ordinary course of business.


12.19      As far as representations and warranties are given to the Seller's
           best knowledge, only the knowledge of the current members of Seller's
           management (Geschaftsfuhrung/Prokuristen) and Klockner-Werke AG's
           board of directors (Vorstand) as of the signing of this Agreement
           shall be attributed to Seller, provided that such knowledge is deemed
           present if any of the foregoing persons could have obtained knowledge
           about the underlying facts and circumstances giving rise to a breach
           of a representation and warranty by applying the standard of care of
           a prudent business man pursuant to Section 93 German Stock
           Corporation Act.


12.20      No representation or warranty by Seller in this agreement contains
           any untrue statement of a material fact or deliberately fails to
           contain any material fact necessary in order to make the statements
           therein not misleading as of the signing of this Agreement.




                                  SECTION 12a
                             ENVIRONMENTAL INDEMNITY


12A.1      Seller had engaged Lahmeyer ERM International for the conduct of
           Phase I environmental examinations for all of the Peguform-Group
           companies, the 

<PAGE>   25

           results of which were disclosed to Buyer prior to the signing of this
           Agreement. Buyer has in addition conducted investigations on its own
           behalf through Golder Associates U.K., Ltd. ("ENVIRONMENTAL DUE
           DILIGENCE"). The findings of such Environmental Due Diligence make up
           all contaminations and conditions known to Buyer as of the date of
           the signing of this Agreement ("KNOWN CONDITIONS"). Seller shall be
           under no obligation whatsoever for the removal, clean up or treatment
           of any contamination or the costs thereof up to an amount of DEM
           7,500,000 (Deutsche Mark seven million five hundred thousand)
           (exclusive of V.A.T.). Any cost exceeding this amount shall be borne
           by the Parties as described below in Section 12a.2 (b)-(e).


12A.2      Except as for the Known Conditions Seller shall indemnify and hold
           harmless Buyer, Peguform and each of the companies of the
           Peguform-Group, as the case may be, from all liabilities, losses or
           damages of any nature whatsoever, excluding, however, damages for
           lost profit, which arise (i) as a result of any soil (including
           buildings) or ground water contamination, to the extent existing at
           the Closing, of any of the sites currently or formerly, used or owned
           by Peguform or the companies of the Peguform-Group, including their
           respective legal predecessors, caused only by the actual removal,
           clean up or treatment of a contamination which is currently required
           by the laws in force at the time of Closing or (ii) as a result of
           the failure to obtain, maintain and effect or comply with any air
           emission or noise control permits, licenses, consents, applicable
           laws or regulations prior to Closing ((i) and (ii) collectively
           "ENVIRONMENTAL LIABILITIES") in accordance with the following:


           (a)       An amount of up to DEM 6 million (exclusive of VAT) shall
                     be exclusively borne by Buyer.


           (b)       Any further costs incurred between the Effective Date and
                     the 2nd anniversary of the Effective Date shall be borne in
                     shares of 75 % by Seller and 25 % by Buyer.


           (c)       Any further costs incurred between the 2nd anniversary of
                     the Effective Date and the 5th anniversary of the Effective
                     Date shall be borne in shares of 50 % by Seller and of 50 %
                     by Buyer.


           (d)       Any further costs incurred between the 5th anniversary of
                     


<PAGE>   26



           the Effective Date and the 7th anniversary of the Effective Date
           shall be borne in shares of 25 % by Seller and 75 % by Buyer.


           (e)       Any further costs incurred after the 7th anniversary of the
                     Effective Date shall exclusively be borne by Buyer.


           Costs shall be considered incurred in the relevant period if Buyer
           has timely given notice of the claim to Seller and if the costs have
           actually been paid by Buyer no later than within twelve months
           following the end of the respective period.


12a.3      The limitations set forth in Section 12a.2 shall not apply to such
           Environmental Liabilities of which Seller had actual knowledge at the
           time of the signing of this Agreement and which were not Known
           Conditions.


12a.4      The burden of proof that any contamination existed prior to the
           Closing, to which extent it existed prior to the Closing and to what
           extent any costs resulting from the clean up, removal or treatment
           can be attributed to such contaminations existing prior to Closing as
           opposed to such contaminations coming into existence after Closing
           shall rest with the Buyer. Should Buyer raise any claim against
           Seller under this Section 12a, Buyer shall with the statement
           describing the nature and extent of the claim deliver to Seller a
           true and complete copy of all environmental due diligence reports and
           findings reported to or delivered to Buyer by Buyer's advisors,
           including Golder Associates U.K. Ltd., in the preparation of this
           Agreement, true and complete copies of which shall be deposited with
           the acting notary public at the time of the signing of this
           Agreement.


12a.5      This Section 12a shall exclusively govern all of Seller's
           obligations, liabilities, representations and warranties with respect
           to Environmental Liabilities. No other representation or warranty in
           this Agreement shall be construed or applied to extend to
           Environmental Liabilities and the Known Conditions.


12a.6      Seller covenants and undertakes that the environmental liability
           insurance taken out by Klockner-Werke AG with HDI Haftpflichtverband
           der Deutschen Industrie, the beneficiaries of which include Peguform,
           providing for coverage against personal and property damage in
           connection with environmental occurrences on ground, water and air
           shall remain in force until 30 September 1999, provided that Buyer
           shall be responsible for 


<PAGE>   27


           any premiums becoming due and payable after the Effective Date.





                                   SECTION 13
                                    REMEDIES


13.1       If a representation or warranty set forth in Section  12 or Section
           12a is partially or entirely incorrect, the Seller shall put the
           Buyer, or at the option of Buyer, if a company of the Peguform-Group
           has suffered a financial disadvantage, the respective company, in the
           position as if the representation or warranty had been correct. Buyer
           is not entitled to assert damages for lost profit (entgangener
           Gewinn).


13.2       The Buyer shall only be entitled to assert claims under Section 12 or
           Section 12a exceeding the amount of DEM 75,000 in the individual
           case. The Buyer shall furthermore only be entitled to assert claims
           once the aggregate amount of all claims asserted by Buyer - de
           minimis claims of up to DEM 75,000 shall not be included for such
           purpose - exceeds DEM 6 million (Deutsche Mark six million) in which
           event Buyer shall be entitled to claim the full amount (except as for
           de minimis claims and except as for claims under Section 12a.1 and 2
           to which the limitations as set forth in Section 12a.1 and 2(a) et
           seq. shall apply).


           For the avoidance of doubt, the aggregate of a particular type of
           taxes owed by a company of the Peguform Group as a result of an
           external tax audit covering more than one tax period shall constitute
           one individual claim within the meaning of this paragraph. The same
           shall apply, if and to the extent a serial of claims of the same or
           similar nature is based on the same kind of factual circumstances
           (basierend auf gleichartigem Lebenssachverhalt).


13.3       To the extent that the financial effect of circumstances constituting
           a breach of a representation or warranty are reflected or provided
           for in the Effective Date Accounts, claims of Buyer shall be
           excluded.


13.4       In case of a claim resulting from a tax audit pursuant to which
           depreciation expenses or provisions are not recognised with the
           result that they can be utilised for a later period (tax deferment),
           the obligation to pay damages pursuant to Section 13.1 is limited to
           the costs of financing the relevant tax 


<PAGE>   28


           payment for the time until the tax deferment reduces the tax burden
           of the relevant company. Financing costs are computed on the basis of
           an interest rate of 4 % p.a. (365 days).


13.5       If the Buyer is becoming aware of a fact, circumstance or event which
           may lead or has led to a breach of representations or warranties,
           Buyer shall inform Seller promptly, but in no event later than within
           ninety days, stating the nature of the fact, the circumstance or the
           event and the damage expected or sustained.


13.6       If a breach of a representation or warranty is the result of or is
           connected with a liability vis-a-vis or a dispute with a third party
           including public authorities, Buyer shall ensure that


           (a)       the Buyer or each of the respective companies of the
                     Peguform-Group at the request and on the instructions of
                     Seller shall reasonably do everything (or, as the case may
                     be, refrain therefrom) to conduct a defence against, or to
                     negotiate about the claim concerned and to minimize the
                     damage which may arise from this claim;


           (b)       in connection with the defence referred to under (a), the
                     Buyer or each of the respective companies of the
                     Peguform-Group shall only engage advisors after
                     consultation with Seller, or give to the Seller power of
                     attorney to act in and out of court as the agent of the
                     relevant company;


           (c)       if a claim is filed for which a response is required, that
                     Seller shall be promptly and adequately informed by Buyer
                     or each of the respective companies of the Peguform-Group.


           Seller shall have the right to declare within two weeks (unless a
           prompter response is required due to the lapse of appeal periods)
           after having been notified by Buyer of a breach of a representation
           or warranty within the foregoing meaning, that it will compromise or
           defend, at its own expense and by its own counsel, any such dispute,
           unless Buyer elects to assume such defense. Seller's right to defend
           or compromise a dispute shall always in good faith take into account
           Buyer's relationship with its customers. If Seller shall undertake to
           compromise or defend any such asserted liability, 

<PAGE>   29



           he shall promptly notify the Buyer in writing of his intentions to do
           so. The Buyer shall reasonably cooperate with the Seller or Seller's
           counsel in the defense against any such asserted liability and in any
           compromise thereof. Such cooperation shall include, but not be
           limited to, furnishing the Seller with any books, records or
           information reasonably requested by Seller. If Seller shall desire to
           settle any such asserted liability and Buyer shall unreasonably
           refuse to consent to such compromise, then the Seller's liability
           shall be limited to the amount so offered in compromise.


           The Buyer shall ensure that no liability is acknowledged and no
           settlement with respect to a fact or circumstance which may lead to a
           breach of representations is entered into without the Seller's prior
           written consent, which may not be unreasonably withheld.


13.7       The statute of limitations shall be as follows:


           (a)       claims for legal defects (Rechtsmangel) within in the
                     meaning of Section 434 German Civil Code relating to the
                     Shares and the interests in the companies of the
                     Peguform-Group directly or indirectly held by Peguform
                     shall be time barred in accordance with statutory laws;


           (b)       all other claims for a breach of a representation or
                     warranty, except for claims arising from a breach of the
                     representation or warranty set forth in Section 12.1, shall
                     be time barred in two years after the Effective Date;


           (c)       claims relating to taxes, customs or social security
                     contributions shall be time barred six months after the
                     assessment for the respective tax, social security
                     contribution or customs duty has become final;


           (d)       all claims relating to Environmental Liabilities shall be
                     time barred seven years after the Effective Date.


13.8       The statute of limitations shall be interrupted (unterbrochen) by
           raising the specific claim in writing to the other Party. In case of
           interruption, the new statute of limitations beginning after the end
           of the interruption (Section 217 German Civil Code) shall be the
           longer of six months or the


<PAGE>   30


           remainder of the original limitation period.


13.9       The Buyer has no right to invoke a breach of representation or
           warranty or to claim an indemnification or otherwise in the event and
           to the extent:


           (a)       the provision in Section 13.5 has not been complied with
                     and as a result thereof Seller has been prejudiced;


           (b)       the Buyer or its professional advisors having been engaged
                     in the preparation of this Agreement having actual
                     knowledge of a breach of a representation or warranty or an
                     Environmental Liability prior to signing of this Agreement;


           (c)       the Buyer has not undertaken all reasonable things
                     necessary from Closing to prevent and minimize damage;


           (d)       the breach is covered by an insurance policy;


           (e)       the breach is a result of a change after the Effective Date
                     in the accounting principles and methods, applied by a
                     company of the Peguform-Group;


           (f)       the Buyer has already been indemnified directly or
                     indirectly by a third party.


           The Seller will be given the opportunity to take part in all meetings
           with the tax authorities in the context of tax audits and tax
           assessments relating to the period until the Effective Date and to
           present Seller's position to the tax authorities in writing in
           consultation with Buyer.


13.10      Peguform and Seller belong to the tax consolidation group of
           Klockner-Werke AG. To the extent Klockner-Werke AG was or is itself
           the tax debtor for reasons of such tax consolidation, the rights of
           the Seller pursuant to Section 13 may be invoked correspondingly by
           Klockner-Werke AG.


13.11      Payments of the Seller made according to Section 12a or  Section 13
           constitute in the relationship between Seller and Buyer a reduction
           of the Purchase Price; to the extent they are made directly to a
           company of the Peguform-Group, in relation between Buyer and the
           relevant company as a capital contribution (Einlage) on behalf of
           Buyer.

<PAGE>   31


13.12      Subject to Section 14.3, the provisions of this Section 13 represent
           the full and entire agreement of the Parties with regard to the
           consequences of a violation of any representations and warranties of
           the Seller set forth in Section 12.




                                   SECTION 14
                        GENERAL LIMITATION OF LIABILITY


14.1       Any claims of Buyer relating to this Agreement and the transactions
           contemplated herein for a reduction of the Purchase Price, payment of
           damages, indemnification or otherwise, whether on the basis of
           violation of statutory or contractual obligations or pre-contractual
           duties of care (culpa in contrahendo) or any other course of action
           other than the representations, warranties and covenants explicitly
           set forth in this Agreement shall be excluded.


14.2       Any claims of Buyer to unwind or rescind this Agreement, regardless
           of their cause, are excluded. The provisions of Sections 459 et seq.
           German Civil Code shall not apply.


14.3       Seller's aggregate liability for all claims arising out of this
           Agreement, including but not limited to the representations,
           warranties and indemnifications set forth in Section 12 and Section
           12a, shall be limited to the total amount of DEM 200 million
           (Deutsche Mark two hundred million). This limitation shall not apply
           to Seller's representations in Section 12.1 and Section 12.2. with
           respect to the Shares.




                                   SECTION 15
                      CONDUCT OF BUSINESS AND UNDERTAKINGS


15.1       For the period between the signing of this Agreement and the Closing,
           Seller will see to it that Peguform and the companies of the
           Peguform-Group shall (i) preserve customer relationships of Peguform
           and the companies of the Peguform-Group, (ii) preserve the assets of
           Peguform and the companies of the Peguform-Group in good working
           condition, (iii) keep the necessary insurances for the Activities in
           place, (iv) maintain accounting procedures in accordance with past
           practice. Further, for the
<PAGE>   32



           period between the signing of this Agreement and the Closing, Seller
           shall see to it that Peguform and each of the companies of the
           Peguform-Group will not, except in the ordinary course of business
           and in accordance with past practice and without limiting any
           representations and warranties contained in this Agreement, (i)
           permit any of its material assets to be subjected to any mortgage,
           pledge, lien, security, interest, encumbrance, restriction, or charge
           of any kind, (ii) make any material capital expenditure or commitment
           therefor, (iii) grant any increase in wages, salaries, bonus or other
           remuneration of any employee, (iv) cancel or waive any claims or
           rights of substantial value, (v) accelerate the collection of
           receivables, (vi) effect any reduction of inventory, (vii) pay any
           dividends from Peguform to Seller, (viii) agree, whether or not in
           writing, to do any of the foregoing except as otherwise agreed with
           Buyer. Seller shall see to it that Buyer has appropriate access to
           the management of the Peguform-Group between the signing of this
           Agreement and the Closing.


15.2       Seller shall procure that Buyer and Buyer's advisors and other
           persons designated by Buyer are granted full access to all files,
           documents, personnel and information useful for the performance of
           this Agreement and the transition of the Peguform-Group.


15.3       Subject to the terms and conditions provided in this Agreement, each
           of the Parties hereto agrees to use all commercially reasonable
           efforts to take all action and to do all things necessary,
           appropriate or advisable under applicable laws and regulations to
           satisfy the conditions set forth in and to consummate and make
           effective the transactions contemplated by this Agreement.


15.4       If and to the extent the Peguform-Group has granted any guarantees,
           securities or any other collaterals of whatsoever nature for the
           benefit of Seller of companies forming part of the Klockner-Group,
           such collaterals shall be released at the sole expense of Seller at
           the latest on Closing.


15.5       For the period between the signing of this Agreement and the Closing,
           Seller shall ensure that Buyer and all of Buyer's affiliates are
           given the opportunity to bid on, and the opportunity to be awarded,
           all tooling, design and prototyping contracts with each of the
           companies of the Peguform-Group that such companies bid out to
           independent third parties during the 

<PAGE>   33




           period between the signing of this Agreement and the Closing.


15.6       The Parties will cooperate in good faith to cause Celulosa Fabril
           (Cefa) S.A. to transfer its one share in Inerga Components S.A. on
           Closing to a party designated by Buyer.


15.7       The Parties shall cooperate in good faith to agree on a list of Known
           Conditions prior to Closing from the Lahmeyer ERM International and
           Golder Associates U.K., Ltd. reports.



                                   SECTION 16
                            NON-COMPETITION COVENANT


16.1       Seller and the companies of the Klockner-Group shall not compete with
           the Peguform-Group for a period of five years after Closing in the
           relevant geographic and product markets in which the Peguform-Group
           is active at the time of the signing of this Agreement.


16.2       It shall not constitute a violation of the non-competition covenant
           pursuant to Section 16.1 if, in the context of an acquisition of an
           undertaking or a group of undertakings, a business is acquired which
           operates in the product and geographic markets referred to in Section
           16.1, provided that the turnover of such business in the last
           preceding fiscal year amounted to not more than 10 % of the
           undertaking or group of undertakings acquired. If such threshold is
           exceeded, the acquisition and operation of such business shall not
           constitute a violation of the non-competition covenant pursuant to
           Section 16.1, provided the business is subsequently sold and the time
           period between the acquisition and sale of the business does not
           exceed one year.


16.3       The acquisition or the holding of interests up to 5 % in stock
           exchange listed companies shall not constitute a violation of the
           non-competition covenant pursuant to Section 16.1.


16.4       Seller shall refrain for a period of two years after Closing from
           soliciting for employment any current employees of the
           Peguform-Group.



                                   SECTION 17

<PAGE>   34


                            MERGER CONTROL CLEARANCE


17.1       Seller and Buyer shall cooperate and provide each other with all
           necessary and appropriate assistance to notify the concentration
           contemplated in this Agreement to the Federal Cartel Office as well
           as to the Belgian and Mexican antitrust agencies.


17.2       The notifications shall be filed jointly by Seller and Buyer.
           Representatives of Seller and Buyer shall be present at meetings with
           representatives of the antitrust agencies. Seller and Buyer shall
           keep each other fully informed on all contacts which they may have
           with such agencies' representatives in the context of the
           notifications.


17.3       Should any antitrust agency clear the concentration contemplated in
           this Agreement only upon conditions and/or obligations, the Buyer
           shall take all reasonable actions necessary, including but not
           limited to divestments or terminating certain existing contractual
           relationships with third parties, in order to obtain the clearance as
           soon as possible and within the time frame imposed by the agency. All
           financial consequences of any such action, including all costs and
           expenses incurred by the Buyer in this regard shall be for his own
           account without recourse to the Seller.




                                   SECTION 18
                                  RESIGNATIONS


Seller shall procure that the members of the supervisory board (Aufsichtsrat) of
Peguform and each of the companies of the Peguform-Group appointed by Seller
shall at Buyer's request which shall be communicated to Seller no later than
three weeks after the signing of this Agreement, submit their resignation in
writing as of Closing waiving all their compensation rights, if any, against
Peguform and the companies of the Peguform-Group.



                                   SECTION 19
                                PARENT GUARANTEE


Parent herewith unconditionally and irrevocably guarantees as a principal debtor
to Seller the performance and fulfilment of all of Buyer's obligations and
Seller's

<PAGE>   35


           claims under this Agreement, including but not limited to the prompt
           payment of all amounts owed to Seller under Section 4 and Section 5
           when due. Parent is not entitled to deposit any monies owed.




                                   SECTION 20
                                 MISCELLANEOUS


20.1       Neither Seller nor Buyer is entitled to transfer without the consent
           of the other Party rights or obligations arising out of this
           Agreement to a third party, provided, however, that either Seller or
           Buyer may transfer its rights and obligations under this Agreement to
           an affiliate of such party as long as such transfer does not affect
           the rights of the other Party.


20.2       Buyer shall not be entitled to exercise any right of retention or
           set-off against Seller's claims under Sections 4 and 5.


20.3       All costs, notarial fees, transfer taxes and the like arising in the
           context of this Agreement and the implementation of the transactions
           contemplated herein shall be borne by Buyer. Each Party shall bear
           the costs for its own advisers.


20.4       Changes and amendments to this Agreement, including a change of this
           written form clause, shall require written form, except if notarial
           form is required by statutory law.


20.5       Should any provision of this Agreement be or become in whole or in
           part invalid, this shall not affect the validity of the rest of the
           Agreement. In this event, the invalid provision shall be deemed to be
           replaced by a valid provision which corresponds to the economic
           purpose of the invalid provision to the largest extent possible. This
           shall also apply in the case of any gaps in this Agreement.


20.6       Notices or declarations to Seller made in the context of this
           Agreement shall be deemed to be validly given if sent by registered
           mail or courier to the following address or such other address as
           notified in writing by Seller to Buyer:


           Klockner Mercator Maschinenbau GmbH

<PAGE>   36



           Klocknerstra(beta)e 29
           D-47057 Duisburg
           Attn.: Geschaftsfuhrung


           Notices or declarations to Buyer or Parent made in the context of
           this Agreement shall be deemed to be validly given if sent by
           registered mail or courier to the following address or such other
           address as notified in writing by Buyer to Seller:


           Venture Holdings Trust
           33662 James J. Pompo Drive
           Fraser, Michigan 48026, U.S.A.
           Attn. General Counsel


           with copies to:


           Doser Amereller Noack                  Dykema Gossett
           Zollhof 3                              400 Renaissance Cent. 35th fl.
           D-40221 Dusseldorf                     Detroit, Michigan 48423 USA


           Attn.
           Dr. Hans-Jorg Ziegenhain               Frederick M. Miller, Esq.





           20.7      This Agreement shall be governed by the laws of the Federal
                     Republic of Germany.


           20.8      The courts in Dusseldorf shall have exclusive jurisdiction.

                                                        (continued on next page)




<PAGE>   37


IN WITNESS THEREOF this Notarial Dseed including the Exhibits hereto has been
read aloud to the persons appeared and was confirmed and approved by the persons
appeared. The persons appeared then signed this Deed. All this was done at the
day herebelow written in the presence of me, the Notary Public, who also signed
this Deed and affixed my official Seal.


Basel, this 8th (eighth) day of March 1999 (nineteen hundred and ninety-nine).


                         /s/ Dr. Joern Christian Roland Nissen

                         /s/ Dr. Hans-Jong Ziegenhain

                         /s/ Stephan Cueni
                                   Notary
                                   
                                -Notary's Seal-


























<PAGE>   38
LIST OF EXHIBITS

Section     2.3       corporate chart

Section     5.1       purchase price adjustments Section 5,
                      definition as of September 30, 1998

Section     9.1       accounting policies Peguform Group

Section    12.5       termination or modification of agreements, contract or 
                      commitments as a result of the execution of this 
                      agreement

Section    12.7       assets not owned but necessary for carrying out the 
                      activities encumbrances

Section   12.10       governmental approvals, licenses, permits necessary to 
                      operate the respective business as it currently, 
                      exists which are not completely fulfilled

Section   12.11       insurances

Section   12.12       litigations (exceeding DEM 1.0 Mio. in the individual 
                      case)

Section   12.13       list of strikes, labour interruptions or disturbances 
                      since January 1, 1997

Section  12.13a       union agreements, shop floor agreements, social plans 
                      or other labour contracts which could restrain from 
                      undertaking reductions in work force

Section   12.14       circumstances or conditions which could give rise to the 
                      revocation or withdrawal of subsidies
                      circumstances or conditions of subsidies, which could
                      restrain from undertaking reductions in work force
                      
Section   12.18       period from October 1, 1998, until the signing of the 
                      agreement 
                                                                           
                      -    disposal of fixed assets/leasing

                      -    capital expenditures other than set forth in the
                           budget

                      -    change in remuneration payable other than under
                           statutory laws of existing union agreements