Exhibit 10.38

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made as of December 30, 2002, among each of the stockholders of MXT Holdings, Inc., an Illinois corporation (the "Company"), each
and all of whom are listed on the Stockholders List attached hereto asExhibit A(collectively "Sellers" and individually a "Seller") and
Magnetek, Inc., a Delaware corporation ("Purchaser").

R E C I T A L S

A.    Sellers
own all of the outstanding shares of Class A Common Stock, $.001 par value, and Class B Common Stock, $.001 par value (collectively, "Shares") of
the Company, which Shares constitute all of the issued and outstanding shares of capital stock of the Company. The Company is a holding company whose wholly owned subsidiary, Maxtec International
Corp., a Delaware corporation (the "Subsidiary") is engaged in the development, production, manufacture, marketing and sale of, and the provision of post-sale services with respect to,
radio-frequency remote controls for cranes, hoist/monorail systems, conveyors, locomotives and other material handling applications (the "Business") under the name "Telemotive Industrial Controls".

B.    Purchaser
desires to purchase all the outstanding Shares from Sellers and Sellers desire to sell such Shares to Purchaser, on the terms herein contained.

A G R E E M E N T S

Therefore,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:



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DEFINED TERM

SECTION LOCATIONAccountants

9(o)(iii)Affiliate

8(e)(ii)Arbitrating Accountant

5(b)Benefit Plans

9(q)(i)(c)Business

Recital ABusiness Day

4Cash Equivalents

2(b)CERCLA

9(u)(i)Claims

1Closing

7Closing Balance Sheet

4Closing Date

7Closing Estimate

6(a)Code

9(m)(i)(C)Company

PreambleControl

8(e)(iii)Damages

15(x)Dealy

2(f)Dealy Amount

2(f)Decker Agreement

2(c)Decker Amount

2(e)Deductible

16(a)Delivery Date

4Disclosure Schedule

9Dispute

5(a)Dispute Notice

5(a)Dispute Period

5(a)Edson II

14(f)Employee Benefit Plan

9(q)(i)(c)Environmental Claim

9(u)(ii)Environmental Laws

9(u)(ii)(B)Environmental Permits

9(u)(ii)(C)ERISA

9(q)(i)(A)ERISA Affiliate

9(q)(i)Escrow Agreement

6(a)(i)


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Escrow Deposit

6(a)(i)Escrowee

6(a)(i)Facility

9(u)(ii)(D)Financial Statements

9(h)GAAP

3Hazardous Activity

15(e)Hazardous Substances

9(u)(ii)(D)Indebtedness

2(d)Indemnified Employee

14(b)(i)Indemnified Employee Liability

14(b)(i)Indemnified Employees

14(b)(i)Indemnitee

19(a)Indemnitor

19(a)Intellectual Property

9(x)(ix)(A)Intellectual Property Licenses

9(x)(i)(C)Interim Financial Statement Date

9(h)Interim Financial Statements

9(h)IRS

6(c)Leased Real Property

9(v)Liabilities

9(i)Mass Mutual Entities

9(g)(i)Material Adverse Effect

9(a)Material Contracts

9(o)(ii)Offsite Facility

9(u)(ii)(E)Permits

9(p)Person

8(e)(i)Plan

9(q)(i)(A)Proprietary Software

9(x)(i)(B)Purchase Price

2Purchaser

PreamblePurchaser Indemnitee

15Purchaser Indemnitees

15Related Parties

9(cc)Release

9(u)(ii)(F)Return

9(m)(i)(B)Returns

9(m)(i)(B)Seller

PreambleSeller Entity

10(b)Seller Indemnitees

17Seller Releases

14(b)(iii)Sellers

PreambleShares

Recital ASoftware

9(x)(ix)(B)Stockholders' Committee

22Subsidiary

Recital ATax

9(m)(i)(A)Tax Savings

2(c)Taxes

9(m)(i)(A)Taxing Authority

9(m)(i)(D)Telemotive Industrial Controls

Recital ATIC Brazil

9(gg)Third-Party Claim

15(y)Title IV Plan

9(q)(i)(c)Welfare Plan

9(q)(i)(B)Wenglor Heads

4Working Capital

3Working Capital Adjustment

3


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IN
WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

| |  | SELLERS:                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY                                                                                                                                                                                                                                                                                                                                                                                
| |  | By: David L. Babson & Company, Inc., its investment adviser                                                                                                                                                                                                                                                                                                                                                                
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | MASSMUTUAL CORPORATE INVESTORS                                                                                                                                                                                                                                                                                                                                                                                             
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | The foregoing is executed on behalf of MassMutual Corporate Investors, organized under a Declaration of Trust, dated September 13, 1985, as amended from time to time. The obligations of such Trust are not personally binding upon, nor shall
resort be had to the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust, but the Trust's property only shall be bound.            
| |  | MASSMUTUAL PARTICIPATION INVESTORS                                                                                                                                                                                                                                                                                                                                                                                         
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | The foregoing is executed on behalf of MassMutual Participation Investors, organized under a Declaration of Trust, dated April 7, 1988, as amended from time to time. The obligations of such Trust are not binding upon, nor shall resort be had to
the property of, any of the Trustees, shareholders, officers, employees or agents of such Trust individually, but the Trust's assets and property only shall be bound.
| |  | MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED                                                                                                                                                                                                                                                                                                                                                                                
| |  | By: David L. Babson & Company, Inc., under delegated authority from Massachusetts Mutual Life Insurance Company, its investment Manager                                                                                                                                                                                                                                                                                    
| |  | By:                                                                                                                                                                                                                                                                                                                                                                                                                        
| |  | Name:                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  | Title:                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                            

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| |  | EDSON PARTNERS II, L.P.            
| |  | -----------------------------------
| |  | By: EHE, Inc., sole general partner
| |  | By                                 

PURCHASER:

MAGNETEK, INC.

|By:  |  | /s/JOHN P. COLLING, JR. |  | 
|---- |  | ----------------------- |  | 
|Its: |  | V.P. & TREASURER        |  | 

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EXHIBIT A        STOCKHOLDERS LIST  OF MXT HOLDINGS, INC.

|Name of Shareholder                                                                  |  | Class of
Common
Stock |  | Cert. # |  | Number
of
Shares |  | Date of
Issuance |  | Disposition                              |  | Reason for Issuance             
|------------------------------------------------------------------------------------ |  | --------------------- |  | ------- |  | ---------------- |  | ---------------- |  | ---------------------------------------- |  | --------------------------------
|Edson Partners II, L.P.                                                              |  | A                     |  | A-1     |  | 255,208          |  | 06/28/95         |  | Outstanding                              |  | Original Issue                  
|Massachusetts Mutual Life Insurance Company                                          |  | B                     |  | B-1     |  | 49,679.5         |  | 06/28/95         |  | Outstanding                              |  | Original Issue                  
|Massachusetts Mutual Life Insurance Company                                          |  | B                     |  | B-2     |  | 49,679.5         |  | 06/28/95         |  | Outstanding                              |  | Original Issue                  
|MassMutual Corporate Investors                                                       |  | B                     |  | B-3     |  | 76,923           |  | 06/28/95         |  | Outstanding                              |  | Original Issue                  
|MassMutual Participation Investors                                                   |  | B                     |  | B-4     |  | 38,462           |  | 06/28/95         |  | Outstanding                              |  | Original Issue                  
|MassMutual Corporate Value Partners Limited (registered in the name of Webell & Co.) |  | B                     |  | B-5     |  | 76,923           |  | 06/28/95         |  | Cancelledtransferred to Certificate B-6 |  | Original Issue                  
|Gerlach & Co.                                                                        |  | B                     |  | B-6     |  | 76,923           |  | 02/15/96         |  | Outstanding                              |  | Transferred from Certificate B-5
|Massachusetts Mutual Life Insurance Company                                          |  | B                     |  | B-7     |  | 23,013           |  | 12/02            |  | Outstanding                              |  | Exercise of Warrant RW-1        
|Massachusetts Mutual Life Insurance Company                                          |  | B                     |  | B-8     |  | 23,013           |  | 12/02            |  | Outstanding                              |  | Exercise of Warrant RW-2        
|MassMutual Corporate Investors                                                       |  | B                     |  | B-9     |  | 35,633           |  | 12/02            |  | Outstanding                              |  | Exercise of Warrant RW-3        
|MassMutual Participation Investors                                                   |  | B                     |  | B-10    |  | 17,816           |  | 12/02            |  | Outstanding                              |  | Exercise of Warrant RW-4        
|Gerlach & Co.                                                                        |  | B                     |  | B-11    |  | 35,633           |  | 12/02            |  | Outstanding                              |  | Exercise of Warrant RW-5        

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EXHIBIT B        ALLOCATION OF PURCHASE PRICE

|NAME                                        |  | ALLOCATION
|------------------------------------------- |  | ----------
|Edson Partners II, L.P.                     |  | $         
|Massachusetts Mutual Life Insurance Company |  | $         
|MassMutual Corporate Investors              |  | $         
|MassMutual Participation Investors          |  | $         
|Gerlach & Co.                               |  | $         
|TOTAL                                       |  | $         

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Exhibit C        Working Capital CalculationSeptember 30, 2002Dollars in Thousands

|CURRENT ASSETS              |                      |   |        
|--------------------------- | -------------------- | - | -------
|Accounts Receivable, net    |                      | $ | 1,711.5
|Inventory, net              |                      |   | 1,866.9
|Prepaid Expenses            |                      |   | 112.7  
|                            |                      |  
|                            | Total Current Assets |   | $      
|CURRENT LIABILITIES         |                      |   |        
|Accounts Payable            |                      | $ | 437.8  
|Current Portion of HP Lease |                      |   | 9.9    
|Accrued Liabilities         |                      |   | 426.1  
|                            |                      |  
|                            |                      | $ | 873.8  
|Working Capital(1)          |                      | $ | 2,817.4

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Exhibit D to the Stock Purchase Agreement
Escrow Agreement

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EXHIBIT D        ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made this 30th day of December, 2002 by and among
Magnetek, Inc., a Delaware corporation ("Magnetek"), the MXT Holdings, Inc. Stockholders' Committee, represented by Crowe, Chizek &
Co. LLP and David L. Babson & Company Inc. (collectively, the "Stockholders' Committee") and Bank One Trust Company, N.A.
("Bank One") as escrow agent. Magnetek, the Stockholders' Committee and Bank One are sometimes referred to herein collectively as the
"Parties" and individually as a "Party". All initially capitalized words or terms not otherwise defined
in this Agreement have the respective meanings ascribed to them in the Stock Purchase Agreement (as defined below).

R E C I T A L S

Pursuant
to that certain Stock Purchase Agreement made by and among Magnetek and the Sellers dated as of December 30th, 2002 (the "Stock Purchase
Agreement"), Magnetek purchased and acquired from the Sellers all of the issued and outstanding stock of MXT Holdings, Inc., an Illinois corporation.

Pursuant
to Section 15 of the Stock Purchase Agreement, the Sellers have agreed to indemnify Magnetek for damages, losses and other liabilities arising from, among other things,
breaches of covenants, agreements, representations and warranties set forth in the Stock Purchase Agreement.

This
Agreement is entered into pursuant to Section 6(a)(i) of the Stock Purchase Agreement to establish an escrow of a portion of the Purchase Price, which escrow, pursuant
to Section 20(c) of the Stock Purchase Agreement, may be accessed in respect of a claim for indemnification by Magnetek under Section 15 of the Stock Purchase Agreement against the
Sellers, or any of them.

The
Sellers have authorized the Stockholders' Committee to represent them with respect to all matters contemplated in this Agreement, as more fully described in Section 5.1.

NOW,
THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the Parties agree as follows:

ARTICLE I

ESCROW AGENT: ESCROW OF FUNDS

1.1Appointment of Escrow Agent.The Stockholders' Committee and Magnetek hereby appoint Bank One as escrow
agent hereunder, and Bank One hereby accepts such appointment. For purposes of this Agreement, the term "Escrow Agent" will mean Bank One acting in the
capacity of escrow agent hereunder or any other Person that replaces Bank One as escrow agent following Bank One's resignation or removal as escrow agent pursuant to the provisions hereof.

1.2Delivery of Escrow Amount.Simultaneously with the execution of this Agreement, pursuant to the provisions
of the Stock Purchase Agreement, Magnetek has delivered to the Escrow Agent, by wire transfer of immediately available funds, One Million Dollars ($1,000,000) (the "Escrow
Amount"), and the Escrow Agent hereby acknowledges receipt of the Escrow Amount and agrees to hold, safeguard and disburse the Escrow Amount only in accordance with the
provisions hereof.

1.3Investment of Funds Held by Escrow Agent: Interest and Income.Pending distribution in accordance with the
provisions hereof, the Escrow Amount held by the Escrow Agent pursuant to this Agreement will be invested in The One Group U.S. Treasury Money Market Fund or, if directed in writing by the
Stockholders' Committee and Magnetek, in short term, liquid U.S. Government securities. The Parties hereby acknowledge and agree that unless the Escrow Amount and any such written instructions are
delivered to the Escrow Agent by 11:00 a.m. Central Time on a Business Day, the Escrow Amount will remain uninvested until the next Business Day. All interest or other income earned on the
Escrow Amount will be the exclusive property of Sellers and will not form part of the

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Escrow
Amount. Unless otherwise required by applicable law, the Stockholders' Committee and Magnetek agree, for United States federal income tax purposes, to treat all interest and other income earned
on the Escrow Amount as income to the Sellers, and the Stockholders' Committee agrees to cause each Seller to file all tax returns on a basis consistent with such treatment. The Stockholders'
Committee may request at any time, and in which event the Escrow Agent will promptly release from escrow and pay to the Stockholders' Committee on behalf of the Sellers, by wire transfer of
immediately available funds, any and all interest or other income earned on the Escrow Amount. The Escrow Agent shall have no responsibility or liability for any diminution in value of any asset held
hereunder which may result from any investment or reinvestment made in accordance with any provision of this Agreement.

1.4Availability of Funds/Delivery of Property.The release and payment of the Escrow Amount, or any portion
thereof, as provided herein will be subject to the sale and final settlement of the permitted investments referred to inSection 1.3. Delivery by
Magnetek and/or the Stockholders' Committee to the Escrow Agent of any Payout Direction (as defined in Section 2.1(a)) or other notice or direction for the release and payment of the Escrow
Amount, or any portion thereof, when the Escrow Amount is invested in The One Group U.S. Treasury Money Market Fund, must be made to the Escrow Agent by 11:00 a.m. Central Time if the Escrow
Amount is required under such notice or direction to be delivered by the close of that Business Day. Otherwise, the Escrow Amount will be delivered on the next Business Day. With respect to the sale
of any other permitted investment, if the final settlement of that sale has not occurred by 1:00 p.m. Central Time on the day such notice or direction for release and payment is delivered to
the Escrow Agent, then the portion of the Escrow Amount to be released and paid by the Escrow Agent will be released and paid on the next Business Day following the day on which such Payout Direction
or other notice or direction is delivered to the Escrow Agent.

ARTICLE II

DISTRIBUTION OF ESCROW AMOUNT

2.1Distribution of Escrow Amount.Subject to the provisions ofSections
2.2and2.3, the Escrow Agent will distribute the Escrow Amount only as follows:



2.2Treatment of Payout Directions and Escrow Release.The Escrow Agent will act on any Payout Direction that it
receives pursuant to Sections2.1(a)or(b)as follows:



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2.3Joint Payout Direction.Notwithstanding any provision of Section 2.1or2.2, Magnetek and the Stockholders' Committee may, at any time, jointly execute
and deliver to the Escrow Agent one or more Payout Directions directing the Escrow Agent to pay to Magnetek and/or the Stockholders' Committee such amounts of the Escrow Amount as may be provided in
such Payout Direction(s), less any unpaid portion of the Escrow Agent's fees and expenses contemplated inSection 3.1(g).

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ARTICLE III

ESCROW AGENT

3.1Concerning the Escrow Agent.



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3.2Removal of the Escrow Agent.the Stockholders' Committee and Magnetek may terminate, discharge and relieve
the Escrow Agent of its duties hereunder at any time upon delivery of written notice thereof, jointly executed by the Stockholders' Committee and Magnetek. Forthwith, after its receipt of such notice,
the Escrow Agent will make all necessary arrangements to promptly and securely transfer the Escrow Amount into the possession of whichever Person or Persons as the Stockholders'
Committee and Magnetek may specify in such written notice or in any other jointly executed notice to the Escrow Agent. Upon delivery by the Escrow Agent of the Escrow Amount to such specified Person
or persons in the manner provided in such notice, the Escrow Agent will be released from its obligations and liabilities under this Agreement, other than any liability for gross negligence, fraud or
willful malfeasance of the Escrow Agent occurring before or in connection with such delivery. Release of the Escrow Agent under thisSection 3.2will in no way discharge the Stockholders' Committee and Magnetek of their obligations underSection 3.1regarding reimbursement of expenses,
indemnity and fees. The Escrow Agent will have the right to deduct from the Escrow Amount to be transferred to the Person or Persons referred to in the Stockholders' Committee's and Magnetek's notice
an amount equal to any unpaid fees and expenses due and payable hereunder.

3.3Successor Escrow Agent.Any successor Escrow Agent appointed by the Stockholders' Committee and Magnetek in
connection with the Escrow Agent's resignation or removal will be required to execute and deliver to each of the Stockholders' Committee and Magnetek an instrument accepting such appointment and all
duties and obligations provided hereunder, in which event such successor Escrow Agent will become vested in all rights, powers, duties and obligations of its predecessor for execution of the mandate
provided herein, with like effect as if originally named as the Escrow Agent hereunder.

ARTICLE IV

TERM OF AGREEMENT

4.1Term of Escrow.This Agreement will take effect as of the date hereof. Notwithstanding any other provision
hereof, the term of this Agreement, other than the Stockholders' Committee's and Magnetek's joint and several indemnities hereunder, will terminate on the date which is the earlier of:



ARTICLE V

MISCELLANEOUS

5.1Authority of Stockholders' Committee.The Stockholders' Committee hereby represents and warrants to Magnetek
and the Escrow Agent that, pursuant to Section 22 of the Stock Purchase Agreement, the Stockholders' Committee has been appointed by each Seller as such Seller's agent and
attorney-in-fact for all purposes of this Agreement, and in such regard, the Stockholders' Committee has all necessary authority to act for and on behalf of, and to bind, the
Sellers with respect to all

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matters
contemplated herein, and that any action (including any inaction) of the Stockholders' Committee hereunder or in connection herewith will be binding upon the Sellers as if such action (or
inaction) was undertaken directly by each Seller. Each of Magnetek and the Escrow Agent will at all times be entitled to treat the statements and actions (including non-actions) of the
Stockholders' Committee (including any representative thereof) in connection with this Agreement as the statements and actions of any and all of the Sellers, and neither Magnetek nor the Escrow Agent
will have any duty or obligation to independently verify or confirm with any Seller, any member of the Stockholders' Committee or any other Person the accuracy, truthfulness or validity of any such
statement or action (including non-action) of the Stockholders' Committee or the authority of the Stockholders' Committee (or any representative thereof) to make or take such statement or
action (or non-action).

5.2Notices.All notices required or permitted to be given hereunder shall be in writing and delivered by hand,
by facsimile, by nationally recognized private courier, or by United States registered or certified mail, return receipt requested, postage prepaid. Notices delivered by mail shall be deemed given
three (3) Business Days after being deposited in the United States registered or certified mail, return receipt requested, postage prepaid. Notices delivered by hand by facsimile, or by
nationally recognized private courier shall be deemed given on the first Business Day following receipt; provided, however, that a notice delivered by facsimile shall only be effective if such notice
is also delivered by hand, or deposited in the United States mail, postage prepaid, registered or certified mail, on or before two (2) Business Days after its delivery by facsimile. All notices
shall be addressed as follows:



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and/or
to such other respective addresses and/or addressees as may be designated by notice given in accordance with the provisions of this Section 5.1.

5.3Amendments; No Waiver.



5.4Successors and Assigns.This Agreement will be binding upon and inure to the benefit of the Parties and
their respective successors and permitted assigns. Except as expressly set forth herein, no Party may assign its rights or delegate its covenants and obligations hereunder without the prior written
approval of the other Parties; provided, however, that Magnetek may assign this Agreement to a wholly-owned subsidiary without such consent if Magnetek remains liable for its covenants and obligations
hereunder.

5.5Applicable law.This Agreement will be governed and controlled as to validity, enforcement, interpretation,
construction, effect and in all other respects by the internal laws of the State of Delaware, without reference to choice or conflicts of law rules.

5.6Counterparts.This Agreement may be executed in multiple counterparts and delivered in original form or by
electronic facsimile, each of which shall be deemed to be an original, and all such counterparts shall constitute but one instrument. This Agreement will become effective when each party hereto has
received a counterpart hereof signed by each other party hereto.

5.7Entire Agreement.This Agreement and, as between Magnetek and the Stockholders' Committee, the provisions of
the Stock Purchase Agreement applicable to this Agreement, constitutes the entire, final and complete agreement among the Parties with respect to the subject matter hereof and supersede all prior
agreements, promises, understandings, negotiations, representations and commitments, both written and oral, among the Parties with respect to the subject matter hereof.

5.8Third Party Beneficiaries.Nothing in this Agreement, express or implied, will confer on any Person other
than the Parties and their respective successors and permitted assigns, any right, remedy, obligation or liability under or by reason of this Agreement.

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5.9Waiver of Trial by Jury.Each Party hereby waives the right to a jury trial in connection with any suit,
action or proceeding seeking enforcement of such Party's rights under this Agreement.

5.10Consent to Jurisdiction.This Agreement has been executed and delivered in, and shall be deemed to have
been made in, Chicago, Illinois. Subject to the provisions ofSection 3.1(c)regarding the Escrow Agent's right to take certain actions through
the state or federal courts of Illinois, each Party agrees to the nonexclusive jurisdiction of any state or federal court within the City of Chicago, Illinois or the City of Los Angeles, California,
with respect to any claim or cause of action arising under or relating to this Agreement, and waives personal service of any and all process upon it, and consents that all services of process be made
by registered or certified mail, return receipt requested, directed to it at its address as set forth inSection 5.2hereof, and service so made
shall be deemed to be completed when received. Each Party hereby waives any objection based onforum non conveniensand waives any objection to
venue of any action instituted hereunder. Nothing in this paragraph shall affect the right of any Party to serve legal process in any other manner permitted by law.

5.11Severability.If any provision of this Agreement, or the application of any such provision to any Person or
circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or arbitrator or under any applicable law, the Parties will negotiate an equitable adjustment to the
provisions of this Agreement with the view to effecting, to the greatest extent possible, the original purpose and intent of this Agreement. In any event, the invalidity of any provision of this
Agreement or portion of a provision shall not affect the validity of any other provision of this Agreement or the remaining portion of the applicable provision.

5.12Headings; Section References; Interpretation.The headings contained in this Agreement are for convenience
of reference only and shall not affect the meaning or interpretation of this Agreement. Unless otherwise expressly indicated, any reference in this Agreement (including any Schedule hereto) to a
"Section", "subsection", "paragraph" or "subparagraph" followed by a number or letter or combination of the two shall be a reference to the particular Section, subsection, paragraph or subparagraph of
this Agreement bearing such number, letter or combination thereof. The terms "hereof," "herein," "hereunder" and comparable terms refer, unless otherwise expressly indicated, to this Agreement as a
whole and not to any particular Section, paragraph, subparagraph or other subdivision hereof or any Schedule or other attachment hereto. The terms "include", "includes" and "including" shall be deemed
to be followed by "without limitation" whether or not they are in fact followed by such words or words of like import. Whenever the context so requires, the singular number will include the plural and
the plural will include the singular, and the gender of any pronoun will include the other gender or neuter, as applicable.

5.13Dates and Times.Dates and times set forth in this Agreement for the performance of the Parties' respective
obligations will be strictly construed, time being of the essence of this Agreement. All provisions in this Agreement which specify or provide a method to compute a number of days for the performance,
delivery, completion or observance by a Party of any action, covenant, agreement, obligation or notice hereunder will mean and refer to calendar days, unless otherwise expressly provided. If the date
specified or computed under this Agreement for the performance, delivery, completion or observance of a covenant, agreement, obligation or notice by any Party, or for the occurrence of any event
provided for herein, is a day other than a Business Day, then the date for such performance, delivery, completion, observance or occurrence will automatically be extended to the next Business Day
following such date.

(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)

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IN WITNESS WHEREOF, the Parties have duly executed or caused this Agreement to be duly executed as of the day and year first above
written.

|MAGNETEK, INC.                                                                    |                            | BANK ONE TRUST COMPANY, N.A.
|--------------------------------------------------------------------------------- | -------------------------- | ----------------------------
|By:                                                                               |                            |                             
|                                                                                  |                            |                             
|                                                                                  | John P. Colling, Jr.       |                             
|                                                                                  | Vice President & Treasurer |                             
|                                                                                  |                            |                             
|                                                                                  |                            |                             
|MXT HOLDINGS, INC.
STOCKHOLDERS COMMITTEE,by its duly authorized representatives: |                            |                             
|CROWE, CHIZEK & CO. LLP                                                           |                            |                             
|By:                                                                               |                            |                             
|                                                                                  |                            |                             
|Name:                                                                             |                            |                             
|                                                                                  |                            |                             
|Title:                                                                            |                            |                             
|                                                                                  |                            |                             
|DAVID L. BABSON & COMPANY, INC.                                                   |                            |                             
|By:                                                                               |                            |                             
|                                                                                  |                            |                             
|Name:                                                                             |                            |                             
|                                                                                  |                            |                             
|Title:                                                                            |                            |                             
|                                                                                  |                            |                             

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SCHEDULE A        ESCROW FEE SCHEDULE

|Acceptance Fee:            |  | $1,000                                        
|-------------------------- |  | ----------------------------------------------
|Annual Administrative Fee: |  | $1,000                                        
|Transaction Fees:          |  | $10 per check issued
$25 per outgoing wire    
|Tax Reporting fee:         |  | $300 per year (if applicable)                 
|Extraordinary Fee:         |  | $250 per hour; minimum increments of one hour.

The
fees quoted in this schedule apply to services ordinarily rendered in administering an escrow account and are subject to reasonable adjustment when the Escrow Agent is called upon to
undertake unusual duties or as changes in the law, procedures or the cost of doing business demand. The extraordinary fee rate in effect ($250/hour) will apply at the time services are provided.

Unless
otherwise agreed upon, the Acceptance Fee and the first year Administration Fee are payable upon the execution of the Escrow Agreement to which this Schedule A is attached
whether or not the escrow account is funded. In the event the escrow is not funded, the Acceptance Fee and all related expenses will not be refunded. Annual Administration fees cover a full year in
advance, or any part thereof, and thus are not pro-rated in the year of termination.

Upon
a client's direction, cash balances will be invested in any one of the following:



In
determining the general schedule of fees, Bank One takes into consideration the various incidental benefits accruing to it from the operation of the accounts. Collected funds must be
on deposit prior to disbursement of payments. In addition, Bank One has the use of funds deposited to pay checks that have not yet been presented for payment. No interest will be paid to the client on
these funds, it being understood that the float on these funds is considered in the calculation of our fees.

---

DISCLOSURE SCHEDULE

TO

STOCK PURCHASE AGREEMENT

DATED DECEMBER 30, 2002

BY AND AMONG

EACH OF THE STOCKHOLDERS
OF MXT HOLDINGS, INC.,

AS SELLERS,

MAGNETEK, INC.,

AS PURCHASER

---

This Disclosure Schedule (the "Disclosure Schedule") is part of, and is incorporated by reference into, Section 9 and is subject to the limitations
contained in Section 23(e), of the Stock Purchase Agreement dated December 30, 2002 by and among the Sellers and the Purchaser (the "Agreement").

The
inclusion of any item in any section of the Disclosure Schedule shall not constitute evidence of the materiality of such item, evidence that such item is required to be disclosed in
the Disclosure Schedule or an admission of any pending or threatened charge, claim or proceeding or any breach of or event of default under any contract. No general disclosure in any section herein
shall be limited by any more specific disclosure in either that section or any other section herein. The fact that any item is disclosed in any section of the Disclosure Schedule shall not give rise
to any implication that the failure to disclose it would result in any breach of any representation or warranty contained in the Agreement. Capitalized terms not otherwise defined herein shall have
the same meanings ascribed to them in the Agreement. The attachments to any section of this Disclosure Schedule form an integral part of the Disclosure Schedule and are incorporated by reference for
all purposes as if set forth fully herein.

|SELLERS:MXT Holdings, Inc.                                                                             
|-------------------------------------------------------------------------------------------------------
|MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By: David L. Babson & Company, Inc., its investment adviser
|By:                                                                                                    
|Its:                                                                                                   
|MASSMUTUAL CORPORATE INVESTORS                                                                         
|By:                                                                                                    
|Its:                                                                                                   
|MASSMUTUAL PARTICIPATION INVESTORS                                                                     
|By:                                                                                                    
|Its:                                                                                                   

---

|MASSMUTUAL CORPORATE VALUE PARTNERS LIMITED
By: David L. Babson & Company, Inc., under delegated authority from Massachusetts Mutual Life Insurance Company, its Investment Manager
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|By:                                                                                                                                                                                
|Its:                                                                                                                                                                               
|EDSON PARTNERS II, L.P.
By: EHE, Inc., sole general partner                                                                                                                        
|By                                                                                                                                                                                 
|PURCHASERSMagnetek, Inc.                                                                                                                                                           
|By:                                                                                                                                                                                
|Its:                                                                                                                                                                               

---

Schedule

Subject9(a)

Corporate9(b)

Power and Authority9(c)

Consents9(d)

Absence of Conflicts9(e)

The Subsidiary9(f)

Corporate Records9(g)

Capitalization9(h)

Financial Statements9(i)

Liabilities9(j)

Title to Assets9(k)

Insurance9(l)

Banking9(m)

Taxes9(n)

Conduct of Business9(o)

Contracts9(p)

Permits9(q)

Benefit Plans9(r)

Employees9(s)

Litigation and Claims9(t)

Compliance with Law9(u)

Environmental Matters9(v)

Real Property9(w)

Personal Property9(x)

Intellectual Property9(y)

Inventories9(z)

Accounts Receivable9(aa)

Accounts Payable9(bb)

Sufficiency of Assets9(cc)

Transactions with Related Parties9(dd)

Product Liability9(ee)

Compliance with Foreign Corrupt Practices Act and Export Control and Anti-Boycott Laws9(ff)

Brokers9(gg)

Accuracy of Representations


---

SCHEDULE 9(a)        CORPORATE

No exceptions.

---

SCHEDULE 9(b)        POWER AND AUTHORITY

No exceptions.

---

SCHEDULE 9(c)        CONSENTS

---

SCHEDULE 9(d)        ABSENCE OF CONFLICTS

No exceptions.

---

SCHEDULE 9(e)        The Subsidiary

See Schedule 9(n)

---

SCHEDULE 9(f)        CORPORATE RECORDS

No exceptions.

---

SCHEDULE 9(g)        CAPITALIZATION

1995 Warrants

2001 OptionsRobert Beckmann



6,059
*John Downey



5,681
*Robert Patterson



5,681
*Fernando Bello



5,681
*John Dealy



8,769
*Massachusetts Mutual Life Insurance Company

23,013
**Massachusetts Mutual Life Insurance Company

23,013
**MassMutual Corporate Investors

35,633
**MassMutual Participation Investors

17,816
**Gerlach & Co.

35,633
**Totals

135,108

331,871

172,660


---



John Dealy

$20,332

Robert Beckmann

$7,500

Fernando Bello

$7,500

John Dwney

$5,000

Robert Patterson

$5,000


---

SCHEDULE 9(h)        FINANCIAL STATEMENTS

---

SCHEDULE 9(i)        LIABILITIES

See Schedule 9(dd)

---

SCHEDULE 9(j)        TITLE TO ASSETS

|1. |  | MXT Holdings, Inc.
|-- |  | ------------------
|   |  | a.                
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   
|   |  | b.                
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   
|   |  | c.                
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   
|   |  | d.                
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   
|   |  | e.                
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   
|   |  |                   

---

|2. |  | Telemotive Industrial Controls, Inc. ("Maxtec International Corp.")
|-- |  | -------------------------------------------------------------------
|   |  | a.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  | b.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  | c.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  | d.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  | e.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  | f.                                                                 
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    
|   |  |                                                                    

---

| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | IL Secretary of State                                                                                                                                           
| |  | -- |  | ------- |  | ---------------------------------- |  | ------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | g. |  | Filing: |  | UCC-1 Financing Statement #3829001
| |  |    |  |         |  | i)                                 |  | Date:         |  | 04/06/98                                                                                                                                                        
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | IBM Credit Corporation                                                                                                                                          
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | Specific Computer Equipment                                                                                                                                     
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | IL Secretary of State                                                                                                                                           
| |  | h. |  | Filing: |  | UCC-1 Financing Statement #00U1180
| |  |    |  |         |  | i)                                 |  | Date:         |  | 06/27/00                                                                                                                                                        
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors, and MassMutual Corporate Value Partners Limited
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | Fixtures                                                                                                                                                        
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | DuPage County, IL                                                                                                                                               
| |  | i. |  | Filing: |  | UCC-1 Financing Statement #00U1182
| |  |    |  |         |  | i)                                 |  | Date:         |  | 06/27/00                                                                                                                                                        
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors, and MassMutual Corporate Value Partners Limited
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | Fixtures                                                                                                                                                        
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | DuPage County, IL                                                                                                                                               
| |  | j. |  | Filing: |  | Trademark Lien                    
| |  |    |  |         |  | i)                                 |  | Date:         |  | 06/28/95                                                                                                                                                        
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors, and MassMutual Corporate Value Partners Limited
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | "GATEMATE"                                                                                                                                                      
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | US Patent and Trademark Office                                                                                                                                  
| |  | k. |  | Filing: |  | Trademark Lien                    
| |  |    |  |         |  | i)                                 |  | Date:         |  | 06/28/95                                                                                                                                                        
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | Massachusetts Mutual Life Insurance Company, MassMutual Corporate Investors, MassMutual Participation Investors, and MassMutual Corporate Value Partners Limited
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | "TELEMOTIVE"                                                                                                                                                    
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | US Patent and Trademark Office                                                                                                                                  
| |  | l. |  | Filing: |  | Trademark Lien                    
| |  |    |  |         |  | i)                                 |  | Date:         |  | (NO INFORMATION)                                                                                                                                                
| |  |    |  |         |  | ii)                                |  | Creditors:    |  | (NO INFORMATION)                                                                                                                                                
| |  |    |  |         |  | iii)                               |  | Collateral:   |  | "10-K"                                                                                                                                                          
| |  |    |  |         |  | iv)                                |  | Jurisdiction: |  | Canada                                                                                                                                                          
| |  |    |  |         |  |                                    |  |               |  |                                                                                                                                                                 

---

| |  | m. |  | Filing: |  | Trademark Lien
| |  | -- |  | ------- |  | --------------
| |  |    |  |         |  | i)            
| |  |    |  |         |  | ii)           
| |  |    |  |         |  | iii)          
| |  |    |  |         |  | iv)           
| |  | n. |  | Filing: |  | Trademark Lien
| |  |    |  |         |  | i)            
| |  |    |  |         |  | ii)           
| |  |    |  |         |  | iii)          
| |  |    |  |         |  | iv)           

---

SCHEDULE 9 (k)        INSURANCE

|(i) |  |                   |  |             |  |                          
|--- |  | ----------------- |  | ----------- |  | -------------------------
|1.  |  | General Liability
|    |  | a.                |  | Insurer:    |  | Westchester Surplus Lines
|    |  | b.                |  | Policy No.: |  | OGL065525                
|    |  | c.                |  | Date:       |  | 03/01/02 - 03/01/03      
|    |  | d.                |  | Deductible: |  | $25,000 per claim        
|    |  | e.                |  | Limits:     |  |                          

| |  |  |  | i)   |  | Each Occurrence:       |  | $1,000,000 |  | 
| |  |  |  | ---- |  | ---------------------- |  | ---------- |  | 
| |  |  |  | ii)  |  | Fire Damage:           |  | $50,000    |  | 
| |  |  |  | iii) |  | Personal & Adv Injury: |  | $1,000,000 |  | 
| |  |  |  | iv)  |  | General Aggregate:     |  | $2,000,000 |  | 
| |  |  |  | v)   |  | ProductsComp/Op Agg:  |  | $1,000,000 |  | 

|2. |  | Automobile Liability (Property, Business Auto & Transportation)
|-- |  | ---------------------------------------------------------------
|   |  | a.                                                             
|   |  | b.                                                             
|   |  | c.                                                             
|   |  | d.                                                             

| |  |  |  | i) |  | Combined Single Limit: |  | $1,000,000 |  | 
| |  |  |  | -- |  | ---------------------- |  | ---------- |  | 

|3. |  | Excess Liability (Umbrella)
|-- |  | ---------------------------
|   |  | a.                         
|   |  | b.                         
|   |  | c.                         
|   |  | d.                         

| |  |  |  | i)  |  | Each Occurrence: |  | $10,000,000 |  | 
| |  |  |  | --- |  | ---------------- |  | ----------- |  | 
| |  |  |  | ii) |  | Aggregate:       |  | $10,000,000 |  | 

|4. |  | Workers' compensation insurance is provided through Synergy, Inc. See Schedule 9(o)(E)(10). Synergy, Inc. may adjust the rate if the average wage for the Subsidiary increases or decreases by 10%.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |  | Wrap (Directors and Officers, Fiduciary Liability, IPLI and Crime)                                                                                                                                 
|   |  | a.                                                                                                                                                                                                 
|   |  | b.                                                                                                                                                                                                 
|   |  | c.                                                                                                                                                                                                 
|   |  | d.                                                                                                                                                                                                 

|      |  |                                 |  | i)      |  | Liability Coverage Parts:                                                                   
|----- |  | ------------------------------- |  | ------- |  | --------------------------------------------------------------------------------------------
|      |  |                                 |  |         |  | a)                                                                                          
|      |  |                                 |  |         |  | b)                                                                                          
|      |  |                                 |  |         |  | c)                                                                                          
|      |  |                                 |  | ii)     |  | Crime Coverage Parts                                                                        
|      |  |                                 |  |         |  | a)                                                                                          
|      |  |                                 |  |         |  | b)                                                                                          
|      |  | e.                              |  | Limits: |  |                                                                                             
|      |  |                                 |  | i)      |  | Aggregate Limit of Liability for all purchased Liability Coverage Parts combined: $2,000,000
|      |  |                                 |  | ii)     |  | Aggregate Limit of Liability for all purchased Crime Coverage Parts combined: N/A           
|(ii)  |  | No exceptions.                 
|(iii) |  | See attached Loss Summary list.

---

SCHEDULE 9(l)        BANKING

|Financial Institution:                        |  | LaSalle Bank                                             
|--------------------------------------------- |  | ---------------------------------------------------------
|Persons authorized to draw upon the accounts: |  | T.D. Decker, Mark Ecton, John Downey and Robert Patterson

---

SCHEDULE 9(m)        TAXES

No
exceptions.

---

SCHEDULE 9(n)        CONDUCT OF BUSINESS



---



SCHEDULE 9(o)        CONTRACTS

a.

Western Iowa Coop

$
33,690b.

Misissippi Line Co.

$
35,018c.

Champion & Associates

$
50,954d.

DOT Rail Service

$
28,044e.

General Conveyor

$
25,400f.

Double Eagle Steel

$
48,498g.

International Steel Group

$
24,712h.

Craneveyor

$
21,960




a.

Suncoast Digital

$
26,256

PO# 10161b.

Tadiran Batteries

$
68,180

PO# 8892c.

Tadairan Batteries

$
228,000

PO# 9287


a.

Frank Adrovel

09/30/02b.

Timothy Baker

09/30/02c.

Victor Bartholowmew

09/30/02d.

Alecia Bauler

09/30/02e.

Gigi Benitez

09/30/02f.

Mark Berger

09/30/02g.

Martha Campos

09/30/02h.

Ramon Carrasco

09/30/02i.

Eugene Dahlbacka

09/30/02j.

Rudy Deguzman

09/30/02k.

Ruperto Delgado

09/30/02l.

Abraham Fanco

09/30/02m.

Lupe Gomez

09/30/02n.

Duc Khong

09/30/02o.

Dan Koziel

09/30/02p.

Angie Mora

09/30/02q.

Sandy Morgan

10/01/02




a.

Abdul Ahmad

10/31/02b.

Robert Beckmann

12/05/01


---

c.

Fernando Bello

09/27/02d.

James Bringer

10/01/02e.

Mervin Berthrong

10/01/02f.

Nancy Burrell

09/30/02g.

Richard Choy

09/30/02h.

Chris Cline

09/30/02i.

John Dealy*

10/04/02j.

John Downey

09/24/02k.

Mark Ecton

10/04/02l.

Mitch Gordon

09/30/02m.

Jerry Grimm

10/01/02n.

Cynthia Hilton

10/08/02o.

Christine Kearns

09/30/02p.

Michael Lee

09/30/02q.

Ken Loar

09/24/02r.

Jerry McCarver

10/04/02s.

Jim McGuire

09/30/02t.

Sandy Morgan

10/01/02u.

Chan Patel

10/01/02v.

Robert Patterson

10/02/02w.

Marco Salas

09/24/02x.

Ken Shults

10/02/02y.

Matt Smith

09/24/02z.

Len Stella

09/24/02aa.

Ben Stoller

09/27/02bb.

Talmage Wesley

05/12/99cc.

Jay Whitaker

09/30/02dd.

T.D. Decker*

(See E.1 of this section)


---



---



---

SCHEDULE 9(p)        PERMITS

---

SCHEDULE 9(q)        BENEFIT PLANS

Some
of the policies have been listed above in the interest of full disclosure and may not actually constitute a Benefit Plan or may merely relate to another listed Benefit Plan. No
conclusions regarding the meaning of the term Benefit Plan should be made from the items listed above.

---

SCHEDULE 9(r)        EMPLOYEES

See
Schedule 9(o)(E)(10)

---

SCHEDULE 9(s)        LITIGATION AND CLAIMS

See
Schedule 9(dd)

---

SCHEDULE 9(t)        COMPLIANCE WITH LAW

No
exceptions.

---

SCHEDULE 9(u)        ENVIRONMENTAL MATTERS

See
matters disclosed in Buyer's Environmental Discovery Audit performed by Brown and Caldwell.

---

SCHEDULE 9(v)        REAL PROPERTY

Legal
Description:



Subject
to Covenants, Conditions, Restrictions, and Easements of Record.

---

SCHEDULE 9(w)        PERSONAL PROPERTY

No
exceptions.

---

SCHEDULE 9(x)        INTELLECTUAL PROPERTY



|MARK              |  | APPLICATION NO./FILING
DATE |  | REGISTRATION NO./DATE |  | STATUS     |  | COUNTRY  
|----------------- |  | --------------------------- |  | --------------------- |  | ---------- |  | ---------
|10-K              |  | 817762728
03/21/94          |  | 817762728
04/16/96    |  | REGISTERED |  | Brazil   
|10-K              |  | 663786
08/08/90             |  | TMA424878
03/11/94    |  | REGISTERED |  | Canada   
|10-K              |  | 190045
02/04/94             |  | 465747
07/06/94       |  | REGISTERED |  | Mexico   
|10-K              |  | 74/074749
07/02/90          |  | 1795622
09/28/93      |  | REGISTERED |  | US       
|BOOMMATE          |  | 74/142680
02/27/91          |  | 1704173
07/28/92      |  | EXPIRED    |  | US       
|CONTROLMATE       |  | 75/003434
10/10/95          |  |                       |  | ABANDONED  |  | US       
|GATEMATE          |  | 789260
08/03 95             |  | TMA466455
11/27/96    |  | REGISTERED |  | Canada   
|GATEMATE          |  | 74/658899
04/10/95          |  | 2042358
03/04/97      |  | REGISTERED |  | US       
|INSTACON          |  | 74/688835
06/15/95          |  |                       |  | ABANDONED  |  | US       
|LASER GUARD       |  | 75/077998
03/25/96          |  | 2092195
08/26/97      |  | REGISTERED |  | US       
|MAXTEC            |  | 2105555
03/27/95            |  | 2105555
05/16/97      |  | REGISTERED |  | UK       
|MAXTED            |  | 2056277
02/09/96            |  | 2056277
02/21/97      |  | REGISTERED |  | UK       
|MAXTEC            |  | 73/754245                   |  | 1605327
07/10/90      |  | EXPIRED    |  | US       
|MAXTEC 10-K       |  | 09/26/88                    |  |                       |  | ABANDONED  |  | UK       
|MODULAR SOLUTIONS |  | 2016358
04/03/95            |  |                       |  | ABANDONED  |  | US       
|TELEC             |  | 729246
01/25/85             |  | 1297064
01/25/85      |  | REGISTERED |  | France   
|TELEDRIVE         |  | 75/259386
03/18/97          |  | 2281955
09/28/99      |  | REGISTERED |  | US       
|TELEMOTIVE        |  | 2065790
08/24/76            |  | 1765964
02/13/87      |  | REGISTERED |  | Argentina
|TELEMOTIVE        |  | 01/24/75                    |  | A284672
06/23/76      |  | EXPIRED    |  | Australia
|TELEMOTIVE        |  | 01/23/75                    |  | 330395
03/05/75       |  | REGISTERED |  | Benelux  
|TELEMOTIVE        |  |                             |  | 6312594
05/10/76      |  | REGISTERED |  | Brazil   
|TELEMOTIVE        |  | 408330
03/15/77             |  | TMA230731
10/20/78    |  | REGISTERED |  | Canada   
|TELEMOTIVE        |  | 70616
05/31/76              |  | 462061
06/14/76       |  | REGISTERED |  | Chile    
|                  |  |                             |  |                       |  |            |  |          

---

|TELEMOTIVE             |  |                    |  | 1297065
01/25/75   |  | REGISTERED |  | France      
|---------------------- |  | ------------------ |  | ------------------ |  | ---------- |  | ------------
|TELEMOTIVE             |  | 01/22/75           |  | 940296
01/22/75    |  | REGISTERED |  | Germany     
|TELEMOTIVE             |  | 7516905
01/28/75   |  | 684924
04/03/79    |  | REGISTERED |  | Italy       
|TELEMOTIVE             |  | 59140
03/17/89     |  | 368167
10/09/92    |  | REGISTERED |  | Mexico      
|TELEMOTIVE             |  | 05/21/79           |  | 89/2351
10/16/91   |  | REGISTERED |  | South Africa
|TELEMOTIVE             |  | 1315186
06/30/87   |  | 778035
05/21/79    |  | EXPIRED    |  | Spain       
|TELEMOTIVE             |  | 72/393761
06/02/71 |  | 1315186
07/27/90   |  | REGISTERED |  | UK          
|TELEMOTIVE             |  | 73/041813          |  | 939664
08/01/72    |  | REGISTERED |  | US          
|TELEMOTIVE             |  | 01/15/75           |  | 1023673
10/28/1975 |  | REGISTERED |  | US          
|TELEMOTIVE             |  |                    |  | 83589
12/03/76     |  | REGISTERED |  | Venezuela   
|TELEMOTIVE SERIES 10-K |  | 1561484
02/07/94   |  |                    |  | ABANDONED  |  | UK          
|TELTEC                 |  |                    |  | 330394
01/23/75    |  | REGISTERED |  | Benelux     
|TELTEC                 |  | 408331
03/15/77    |  | 228235
06/02/78    |  | REGISTERED |  | Canada      
|TELTEC                 |  | 7516906
01/28/75   |  | 684918
04/03/79    |  | CANCELLED  |  | Italy       

|TITLE                                                  |  | PATENT/APPLN.
#
ISSUE/FILING
DATE |  | COUNTRY |  | STATUS  |  | OWNER          
|------------------------------------------------------ |  | --------------------------------- |  | ------- |  | ------- |  | ---------------
|Improved Optical Switch                                |  | 6201905
03/13/01                  |  | US      |  | GRANTED |  | Subsidiary     
|Optical Switch                                         |  | 6157026
12/05/00                  |  | US      |  | GRANTED |  | Subsidiary     
|Laser Optical Path
Degradation Detecting Device        |  | 5852410
12/22/98                  |  | US      |  | GRANTED |  | Subsidiary     
|Fail Safe Vehicle Proximity Sensing and Control System |  | 1080334
06/24/80                  |  | Canada  |  | EXPIRED |  | Subsidiary     
|Hand Held Remote Control                               |  | 64764
11/14/89                    |  | Canada  |  | LAPSED  |  | Subsidiary Unit

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b
Miscellaneous Engineering Tools: Subsidiary owns 5 licenses (seats) for AutoCAD (various versions such as 12, 13, 2000), and EE and ME development tools such as Electronic Workbench
and Micrographx. No engineering software tools are valued in excess of $1,000.

See
Schedule 9(o), I



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SCHEDULE 9 (y)        INVENTORIES

The inventory of Wenglor laser heads is slow-moving.

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SCHEDULE 9(z)        ACCOUNTS RECEIVABLE



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SCHEDULE 9(aa)        ACCOUNTS PAYABLE

No exceptions.

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SCHEDULE 9(bb)        SUFFICIENCY OF ASSETS

No exceptions.

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SCHEDULE 9(cc)        TRANSACTIONS WITH RELATED PARTIES

See Schedule 9(o), E.9

Transaction
with Genrich Corp., where Fernando Bello's brother is an employee, for brochure printings. (Mr. Bello is the Subsidiary's Vice President of World Sales) No formal
agreement exists between the parties and transactions occur on an ad hoc basis.

Transaction
with Tom Decker and Associates, owned by father of T. D. Decker, President and CEO of Subsidiary, for clothing supplies. No formal agreement exists between the parties and
transactions occur on an ad hoc basis.

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SCHEDULE 9(dd)        PRODUCT LIABILITY

Pending Claims: (information as of 09/17/02)



Pending Reserve:

$
25,000Expense Reserve:

$
25,000Exposure:


50% to 75%




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SCHEDULE 9(ee)        COMPLIANCE WITH FOREIGN CORRUPT PRACTICES ACT AND EXPORT CONTROL AND ANTI-BOYCOTT LAWS

No exceptions.

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SCHEDULE 9(ff)        BROKERS

No exceptions.

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SCHEDULE 9(gg)        ACCURACY OF REPRESENTATIONS

No exceptions.

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