5% Senior Note due 2007

No. 1                                                      $15,000,000

CUSIP No. 49460X  AA  5

                           KINETEK INDUSTRIES, INC.

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of Fifteen Million ($15,000,000)

Dollars on May 1, 2007.

Interest Payment Dates:  May 1 and November 1.

Record Dates:_ April 15 and October 15.

                                       Dated:  April 12, 2002

                                       KINETEK INDUSTRIES, INC.



                                       By: /s/ Gordon L. Nelson, Jr.
                                           ------------------------------
                                           Name:  Gordon L. Nelson, Jr.
                                           Title: Vice President


Trustee's Certificate of Authentication
Dated:  April 12, 2002


This is one of the Global
Senior Notes referred to in the
within-mentioned Indenture:


U.S. BANK NATIONAL ASSOCIATION,
 as Trustee

By: /s/ Richard H. Prokosch
   --------------------------------
       Authorized Signatory


<PAGE>


           Unless and until it is exchanged in whole or in part for Senior
Notes in definitive form, this Senior Note may not be transferred except as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any such nominee to a successor Depository or a nominee of such
successor Depository. The Depository Trust Company shall act as the Depository
until a successor shall be appointed by the Company and the Registrar. Unless
this certificate is presented by an authorized representative of The
Depository Trust Company (55 Water Street, New York, New York) ("DTC"), to the
issuer or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name
as may be requested by an authorized representative of DTC (and any payment is
made to Cede_& Co. or such other entity as may be requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY Person IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
     IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
     STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THE SECURITY
     EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
     ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH
     PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
     SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5
     OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
     SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
     SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY
     (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY
     BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
     UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
     RULE 144A, (b)_IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
     UNDER THE SECURITIES ACT, (c) OUTSIDE THE UNITED STATES TO A FOREIGN
     PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE
     SECURITIES ACT OR (d)_IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
     REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
     OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2)_TO THE COMPANY OR
     (3)_PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN
     ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
     STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND
     EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF
     THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN
     (A)_ABOVE.


<PAGE>


     THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT UNDER SECTIONS
     1272, 1273 AND 1275 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. YOU
     MAY CONTACT DANIEL DRURY, THE CHIEF FINANCIAL OFFICER OF THE ISSUER, AT
     OUR EXECUTIVE OFFICES AT ARBORLAKE CENTRE, SUITE 550, 1751 LAKE COOK
     ROAD, DEERFIELD, ILLINOIS 60015, (847) 945-5591, WHO WILL PROVIDE YOU
     WITH ANY REQUIRED INFORMATION REGARDING THE ORIGINAL ISSUE DISCOUNT.

Additional provisions of this Senior Note are set forth on the other side of
this Senior Note.















                                      2
<PAGE>




                                (Back of Note)

                           5% SENIOR NOTE DUE 2007

     1.  Interest. Kinetek Industries, Inc. (the "Company") promises to pay
interest on the principal amount of the Senior Notes at the rate and in the
manner specified below. Interest on the Senior Notes will accrue at 5% per
annum from April 12, 2002 until maturity. Interest will be payable
semiannually in cash in arrears on May 1 and November 1 of each year, or if
any such day is not a Business Day on the next succeeding Business Day (each,
an "Interest Payment Date"). Interest on the Senior Notes will accrue from the
most recent date on which interest has been paid or, if no interest has been
paid, from April 12, 2002; provided that the first Interest Payment Date shall
be May 1, 2002. The Company shall pay interest on overdue principal and
premium, if any, from time to time on demand at the rate of 2% per annum in
excess of the interest rate then in effect and shall pay interest on overdue
installments of interest (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     2.  Method of Payment. The Company will pay interest on the Senior Notes
(except defaulted interest) to the Persons who are registered holders of
Senior Notes at the close of business on the record date for the next Interest
Payment Date even if such Senior Notes are canceled after such record date and
on or before such Interest Payment Date. Holders must surrender Senior Notes
to a Paying Agent to collect principal payments on such Senior Notes. The
Company will pay principal, premium, if any, interest in money of the United
States that at the time of payment is legal tender for payment of public and
private debts. The Company will pay principal, premium, if any, and interest
by wire transfer of immediately available funds to the accounts specified by
the Holders or, if no such account is specified, by mailing a check to each
such Holder's registered address; provided that payment by wire transfer of
immediately available funds will be required with respect to principal,
premium, if any, and interest on all Global Notes.

     3.  Paying Agent and Registrar. U.S. Bank National Association (the
"Trustee") will initially act as the Paying Agent and Registrar. The Company
may appoint additional paying agents or co-registrars, and change the Paying
Agent, any additional paying agent, the Registrar or any co-registrar without
prior notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

     4.  Indenture. The Company issued the Senior Notes under an Indenture,
dated as of April 12, 2002 (the "Indenture"), among the Company, the
Guarantors named therein and the Trustee. The terms of the Senior Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb) as in effect on the date of the original issuance of the Senior
Notes (the "Trust Indenture Act"). The Senior Notes are subject to, and
qualified by, all such terms, certain of which are summarized herein, and
Holders are referred to the Indenture and the Trust Indenture Act for a
statement of such terms (all capitalized terms not defined herein shall have
the meanings assigned them in the Indenture). The Senior Notes are unsecured
senior obligations of the Company limited in aggregate principal amount to

                                      3
<PAGE>

$15,000,000. Each Holder, by accepting a Senior Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.

     5.  Optional Redemption. Senior Notes are redeemable, in whole or in part,
at any time, at the option of the Company at the Make-Whole Price (as defined
in the Indenture), together with all accrued and unpaid interest thereon, if
any, to the Redemption Date.

     6.  Mandatory Redemption. Subject to the Company's obligation to make
an offer to purchase Senior Notes under certain circumstances pursuant to
Sections 4.13 and 4.14 of the Indenture (as described in paragraph 7 below),
the Company is not required to make any mandatory redemption, purchase or
sinking fund payments with respect to the Senior Notes.

     7.  Mandatory Offers to Purchase Senior Notes. (a) Upon the occurrence of
a Change of Control (such date being the "Change of Control Trigger Date"),
each Holder of Senior Notes shall have the right to require the Company to
purchase all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Senior Notes pursuant to an offer (a "Change of Control Offer")
at a purchase price in cash equal to 101% of the aggregate principal amount
thereof, plus any accrued and unpaid interest to the date of purchase.

           (b)    If the Company or any Restricted Subsidiary consummates
one or more Asset Sales and does not use all of the Net Proceeds from such
Asset Sales as provided in the Indenture, the Company will be required, under
certain circumstances, to utilize the Excess Proceeds from such Asset Sales to
offer (an "Asset Sale Offer") to purchase Senior Notes at a purchase price
equal to 100% of the principal amount of the Senior Notes, plus any accrued
and unpaid interest to the date of purchase. If the Excess Proceeds are
insufficient to purchase all Senior Notes tendered pursuant to any Asset Sale
Offer, the Trustee shall select the Senior Notes to be purchased in accordance
with the terms of the Indenture.

           (c)    Holders may tender all or, subject to paragraph 8 below,
any portion of their Senior Notes in a Change of Control Offer or Asset Sale
Offer (collectively, an "Offer") by completing the form below entitled "OPTION
OF HOLDER TO ELECT PURCHASE."

           (d)    The Company shall comply with any tender offer rules under
the Exchange Act which may then be applicable, including Rule 14e-1, in
connection with an offer required to be made by the Company to repurchase the
Senior Notes as a result of a Change of Control or an Asset Sale Trigger Date.
To the extent that the provisions of any securities laws or regulations
conflict with provisions of this Indenture, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Indenture by virtue thereof.

     8.  Notice of Redemption or Purchase. Notice of an optional redemption or
an Offer will be mailed to each Holder at its registered address at least 30
days but not more than 60 days before the date of redemption or purchase.
Senior Notes may be redeemed or purchased in part, but only in whole multiples
of $1,000 unless all Senior Notes held by a Holder are to be redeemed or
purchased. On or after any date on which Senior Notes are redeemed or
purchased, interest ceases to accrue on the Senior Notes or portions thereof
called for redemption or accepted for purchase on such date.

                                      4
<PAGE>


     9.  Denominations, Transfer, Exchange. The Senior Notes are in registered
form without coupons in denominations of $1,000 and integral multiples
thereof. The transfer of Senior Notes may be registered and Senior Notes may
be exchanged as provided in the Indenture. Holders seeking to transfer or
exchange their Senior Notes may be required, among other things, to furnish
appropriate endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture. The Registrar need not exchange
or register the transfer of any Senior Note or portion of a Senior Note
selected for redemption or tendered pursuant to an Offer. Also, it need not
exchange or register the transfer of any Senior Notes for a period of 15
Business Days before a selection of Senior Notes to be redeemed or between a
record date and the next succeeding Interest Payment Date.

     10.  Persons Deemed Owners. The registered Holder of a Senior Note may be
treated as its owner for all purposes.

     11.  Amendments and Waivers. Subject to certain exceptions, the Indenture
or the Senior Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding
Senior Notes, and any existing Default (except a payment Default) may be
waived with the consent of the Holders of a majority in principal amount of
the then outstanding Senior Notes. Without the consent of any Holder, the
Indenture or the Senior Notes may be amended to: cure any ambiguity, defect or
inconsistency; provide for uncertificated Senior Notes in addition to or in
place of certificated Senior Notes; provide for the assumption by another
corporation of the Company's obligations to Holders in the event of a merger
or consolidation of the Company in which the Company is not the surviving
corporation or a sale of substantially all of the Company's assets to such
other corporation; comply with the Securities and Exchange Commission's
requirements to effect or maintain the qualification of the Indenture under
the Trust Indenture Act; provide for additional Guarantees with respect to the
Senior Notes; or, make any change that does not materially adversely affect
any Holder's rights under the Indenture.

     12.  Defaults and Remedies. Events of Default include: default for 30 days
in payment of interest on, the Senior Notes; default in payment of principal
of, or premium, if any, on the Senior Notes; failure by the Company for 30
days (or 10 days as applicable) after notice to it to comply with any of its
other agreements or covenants in, or provisions of, the Indenture or the
Senior Notes or the Security Documents; certain defaults under and
acceleration prior to maturity of, or failure to pay at maturity, certain
other Indebtedness; certain final judgments that remain undischarged; any
Security Document ceases to be effective or the Lien created thereby ceases to
be enforceable; certain judicial findings of unenforceability or invalidity as
to any guarantee of the Senior Notes or the disaffirmance or denial by any
guarantor of its guarantee of the Senior Notes; and certain events of
bankruptcy or insolvency involving the Company or any Restricted Subsidiary
that is a Significant Subsidiary. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Senior Notes may declare all the Senior Notes to be immediately due and
payable in an amount equal to the principal of, premium, if any, and any
accrued and unpaid interest on, such Senior Notes; provided, however, that in
the case of an Event of Default arising from certain events of bankruptcy or
insolvency, the principal of, premium, if any, and any accrued and unpaid
interest on, the Senior Notes becomes due and payable immediately without
further action or notice. Subject to certain exceptions, Holders of a majority
in principal amount of the then outstanding Senior Notes may direct the

                                      5
<PAGE>

Trustee in its exercise of any trust or power, provided that the Trustee will
be under no obligation to exercise any of its rights or powers under the
Indenture at the request of Holders unless such Holders have offered to the
Trustee security and indemnity satisfactory to it. Holders may not enforce the
Indenture or the Senior Notes except as provided in the Indenture. The Trustee
may withhold from Holders notice of any continuing default (except a payment
Default) if it determines that withholding notice is in their interests. The
Company must furnish an annual compliance certificate to the Trustee.

     13.  Trustee Dealings with the Company. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or any Affiliate, and may otherwise deal with the
Company or any Affiliate, as if it were not Trustee.

     14.  No Recourse Against Others. No officer, employee, director,
stockholder or Subsidiary of the Company shall have any liability for any
Obligations of the Company under the Senior Notes or the Indenture, or for any
claim based on, in respect of, or by reason of, such Obligations or the
creation of any such Obligation, except, in the case of a Subsidiary, for an
express guarantee or an express creation of any Lien by such Subsidiary of the
Company's Obligations under the Senior Notes. Each Holder by accepting a
Senior Note waives and releases all such liability, and such waiver and
release is part of the consideration for the issuance of the Senior Notes. The
foregoing waiver may not be effective to waive liabilities under the Federal
securities law and the Commission is of the view that such a waiver is against
public policy.

     15.  Additional Rights of Holders of Transfer Restricted Senior Notes. In
addition to the rights provided to Holders of Senior Notes under the
Indenture, Holders of Transfer Restricted Senior Notes shall have all the
rights set forth in the Registration Rights Agreement, dated as of April 12,
2002, among the Company, the Guarantors and Jefferies & Company, Inc. (the
"Registration Rights Agreement").

     16.  Successor Substituted. Upon the consolidation or merger by the
Company with or into another corporation, or upon the sale, lease, conveyance
or other disposition of all or substantially all of its assets to another
corporation, in accordance with the Indenture, the corporation surviving any
such merger or consolidation (if not the Company) or the corporation to which
such assets were sold or transferred to shall succeed to, and be substituted
for, and may exercise every right and power of the Company under the Indenture
with the same effect as if such surviving or other corporation had been named
as the Company in the Indenture.

     17.  Governing Law. This Senior Note shall be governed by and construed in
accordance with the internal laws of the State of New York without regard to
the conflict of laws provisions thereof.


                                      6
<PAGE>

     18.  Authentication. This Senior Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating
agent.

     19.  Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN

     (= joint tenants with right of survivorship and not as tenants in
common), CUST (=Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

     20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Senior Note Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Senior Notes and have directed the
Trustee to use CUSIP numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either
as printed on the Senior Notes or as contained in any notice of redemption and
reliance may be placed only on the other identification numbers printed on the
Senior Notes.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture, which has in it the text of this
Senior Note in larger type. Request may be made to:

                           Kinetek Industries, Inc.
                          ArborLake Centre, Suite 550
                              1751 Lake Cook Road
                           Deerfield, Illinois 60015
                      Attention: Chief Financial Officer




                                      7
<PAGE>





                                   GUARANTEE

     For good and valuable consideration received from the Company by the
undersigned (hereinafter referred to as the "Guarantors," which term includes
any successor or additional Subsidiary Guarantors), the receipt and
sufficiency of which is hereby acknowledged, subject to Sections 10.06 and
10.08 of the Indenture, each Guarantor, jointly and severally, hereby
unconditionally guarantees, irrespective of the validity or enforceability of
the Indenture, the Senior Notes, the Security Documents, the Registration
Rights Agreement or the Obligations thereunder, (a) the due and punctual
payment of the principal and premium, if any, of and interest on the Senior
Notes, whether at maturity or on an interest payment date, by acceleration or
otherwise, (b) the due and punctual payment and performance of all other
obligations under such documents, all in accordance with the terms set forth
in the Indenture, the Senior Notes and the Security Documents, and (c) in case
of any extension of time of payment or renewal of any Senior Notes or any of
such other obligations thereunder or under the Indenture or the Security
Documents, the due and punctual payment or performance thereof in accordance
with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise.

     No director, member, manager, officer, employee, incorporator,
stockholder or controlling person of the Guarantor, as such, shall have any
liability under this Subsidiary Guarantee or Parent Guarantee for any
obligations of the applicable Guarantor under the Senior Notes, the Indenture,
the Security Documents or the Registration Rights Agreement or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of the Senior Notes by accepting a Senior Note waives and releases
all such liability.




                                 GUARANTORS:

                                 KINETEK, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 MERKLE-KORFF INDUSTRIES, INC.


                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President




                                      8
<PAGE>




                                 THE IMPERIAL ELECTRIC COMPANY



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 GEAR RESEARCH, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 MOTION HOLDINGS, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 MOTION CONTROL ENGINEERING, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President










                                      9
<PAGE>








                                 FIR GROUP HOLDINGS, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 ELECTRICAL DESIGN AND CONTROL COMPANY



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 ADVANCED D.C. HOLDINGS, INC.



                                  By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President



                                 ADVANCED D.C. MOTORS, INC.



                                 By:  /s/ Gordon L. Nelson, Jr.
                                  -----------------------------------------
                                 Name:   Gordon L. Nelson, Jr.
                                 Title:  Vice President












                                   10
<PAGE>







                                ASSIGNMENT FORM

        To assign this Senior Note, fill in the form below:

(I) or (we) assign and transfer this Senior Note to:




                  -------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

                  -------------------------------------------------------

                  -------------------------------------------------------

                  -------------------------------------------------------
                 (Print or type assignee's name, address and zip code)


and irrevocably appoint ________________________________ as agent to
transfer this Senior Note on the books of the Company. The agent may
substitute another to act for him.


Date:                Your Signature:_________________________________________
                                    (Sign exactly as your name appears on
                                     the other side of this Senior Note)



Signature Guarantee:



                                      11
<PAGE>





                      OPTION OF HOLDER TO ELECT PURCHASE

        If you elect to have this Senior Note purchased by the Company
pursuant to Section 4.13 of the Indenture, check the box:

        If you elect to have this Senior Note purchased by the Company
pursuant to Section 4.14 of the Indenture, check the box:

        If you elect to have only part of this Senior Note purchased by the
Company pursuant to Section 4.13 or 4.14 of the Indenture, state the amount
(multiples of $1,000 only):

$--------------------------


Date:                   Your Signature:______________________________________
                                        (Sign exactly as your name appears on
                                         the other side of this Senior Note)



Signature Guarantee:



                                      12
<PAGE>





                  SCHEDULE OF EXCHANGES OF DEFINITIVE NOTES/1

        The following exchanges of a part of this Global Note for Definitive
Notes have been made:


<TABLE>
<CAPTION>


<S>          <C>                      <C>                       <C>                        <C>
                                                                Principal Amount
                 Amount of            Amount of increase              of this
                 decrease in                 in                    Global Note              Signature of
             Principal Amount         Principal Amount           following such          authorized officer
 Date               of                       of                     decrease                    of
Exchange     this Global Note         this Global Note            (or increase)               Trustee
--------     ------------------       ----------------            -------------               -------






</TABLE>




----------------------
1       This should be included only if the Senior Note is issued in
        global form.




                                    13