REGISTRATION RIGHTS AGREEMENT


     This REGISTRATION RIGHTS AGREEMENT, dated as of April 12, 2002 (this
"Agreement"), is by and among Kinetek Industries, Inc., a corporation
organized under the laws of the State of Delaware (the "Company"), Kinetek,
Inc., a Delaware corporation and parent of the Company (the "Parent"), all of
the Company's current and certain of the Company's future domestic
subsidiaries as listed on the signature pages hereto (the "Subsidiary
Guarantors" and, collectively with the Parent, the "Guarantors"), and
Jefferies & Company, Inc., as initial purchaser of the Notes (the "Initial
Purchaser").

     WHEREAS, pursuant to that certain Purchase Agreement, dated as of the
date hereof (the "Purchase Agreement"), by and among the Company, the Initial
Purchaser and other parties named therein, the Initial Purchaser has agreed to
purchase $15,000,000 aggregate principal amount of 5% Senior Secured Notes due
2007 and $11,000,000 aggregate principal amount of 10% Senior Secured Notes
due 2007 (collectively, the "Notes"), which Notes will be unconditionally
guaranteed on a senior subordinated basis by the Guarantors (the
"Guarantees");

     WHEREAS, in connection with the Purchase Agreement, the Company and the
Guarantors have agreed to register the Notes and the Guarantees for resale by
the purchasers of the Notes from the Initial Purchaser upon their request;

     NOW, THEREFORE, in consideration of the foregoing and the covenants of
the parties set forth herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, subject to the
terms and conditions set forth herein, the parties hereby agree as follows:

     Section 1. Certain Definitions. In this Agreement, the following terms
shall have the following respective meanings:

           "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act.

           "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, all as
the same shall be in effect at the relevant time.

           "Holders" shall mean (i) the purchasers of Notes directly from the
Initial Purchaser, and (ii) each Person holding Notes as a result of a
transfer or assignment to that Person of Notes other than pursuant to an
effective registration statement or Rule 144A under the Securities Act.

           "Indemnified Party" shall have the meaning ascribed to it in
Section 6(c) of this Agreement.

           "Indemnifying Party" shall have the meaning ascribed to it in
Section 6(c) of this Agreement.

           "Initiating Holders" shall mean any Holder or Holders who in the
aggregate hold not less than 33% of the outstanding Notes.



<PAGE>

           "Notes" shall have the meaning ascribed to it in the recitals to
this Agreement.

           "Person" shall mean an individual, corporation, partnership,
limited liability company, estate, trust, association, private foundation,
joint stock company or other entity.

           "Piggyback Notice" shall have the meaning ascribed to it in Section
3 of this Agreement.

           "Piggyback Registration" shall have the meaning ascribed to it in
Section 3 of this Agreement.

           The terms "Register," "Registered" and "Registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act providing for the sale by the Holders of
Notes and the Guarantees in accordance with the method or methods of
distribution designated by the Holders, and the declaration or ordering of the
effectiveness of such registration statement by the Commission.

           "Registration Expenses" shall mean any and all reasonable expenses
incident to the Company and the Guarantors' performance of or compliance with
this Agreement, including, without limitation, all registration, listing and
qualification fees, printing and accounting fees, and the reasonable fees and
disbursements of one counsel (reasonably acceptable to the Company) to the
Holders in connection with state or federal securities law compliance and
qualification. Registration Expenses shall not include any underwriting
discounts and commission and transfer taxes, if any, relating to the sale or
disposition of the Notes and Guarantees by a Holder.

           "Registration Request" shall have the meaning ascribed to it in
Section 2(a) of this Agreement.

           "Rule 144" shall mean Rule 144 promulgated by the Commission under
the Securities Act.

           "Securities Act" shall mean the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the relevant time.

           "Suspension Right" shall have the meaning ascribed to it in Section
2(a) of this Agreement.

     Section 2. Demand Registration.

           (a) Upon receipt of a written request (a "Registration Request")
from Initiating Holders at any time prior to the date on which, in the
reasonable opinion of counsel to the Company, all of the Notes may be sold in
accordance with Rule 144(k), the Company and the Guarantors shall (i) promptly












                                      2
<PAGE>

give notice of the Registration Request to all non-requesting Holders and (ii)
prepare and file with the Commission promptly, but in any event within 60 days
after its receipt of such Registration Request, a registration statement for
the purpose of effecting a Registration of the sale of all Notes and
Guarantees requested to be Registered by the requesting Holders and any
non-requesting Holder who requests to have his Notes and Guarantees included
in such registration statement within ten days after receipt of notice by such
Holder of the Registration Request. The Company and the Guarantors shall use
commercially reasonable efforts to effect such Registration as soon as
practicable (including, without limitation, the execution of an undertaking to
file post-effective amendments and appropriate qualification under applicable
state securities laws); and shall keep such Registration continuously
effective until the earlier of (i) the date on which all Notes have been sold
pursuant to such registration statement or Rule 144 and (ii) the date on
which, in the reasonable opinion of counsel to the Company, all of the Notes
may be sold in accordance with Rule 144(k); provided, however, that the
Company and the Guarantors shall not be obligated to take any action to effect
any such Registration, qualification or compliance pursuant to this Section 2
(i) in any particular jurisdiction in which the Company or any Guarantor would
become subject to taxation or would be required to execute a general consent
to service of process in effecting such Registration, qualification or
compliance unless the Company or the Guarantor, as the case may be, is already
subject to taxation or service in such jurisdiction or (ii) during the period
starting with the date 60 days prior to the Company's good faith estimate of
the date of filing of, and ending on a date 180 days after the effective date
of, a Company-initiated registration.

     Notwithstanding the foregoing, the Company shall have the right (the
"Suspension Right") (i) to defer such filing or suspend sales under any filed
registration statement for up to 90 days during any period of 365 days or (ii)
defer the updating of any filed registration statement and suspend sales
thereunder at any time or from time to time, for a period of not more than 90
days during any period of 365 days, if the Company shall furnish to the
Holders a certificate signed by an executive officer or any director of the
Company stating that, in the good faith judgment of the Company, it would be
detrimental to the Company and its shareholders to file such registration
statement or amendment thereto at such time (or continue sales under a filed
registration statement) and therefore the Company has elected to defer the
filing of such registration statement (or suspend sales under a filed
registration statement).

           (b) The Company and the Guarantors shall not be required to effect
more than two Registrations pursuant to this Section 2.

     Section 3. Piggyback Registrations. As long as the Holders hold any Notes
that are not registered (unless in the reasonable opinion of counsel to the
Company, all of the Notes may be sold in accordance with Rule 144(k)), if the
Company or the Parent proposes to register any of the Notes and Guarantees or
any other notes under the Securities Act (other than pursuant to (i) a
registration on Form S-4 or any successor form, or (ii) an offering of
securities in connection with an employee benefit, share dividend, share
ownership or dividend reinvestment plan), the Company or the Parent, as
applicable, shall give prompt written notice to all Holders of its intention
to effect such a registration (each a "Piggyback Notice") and the Company or
the Parent, as applicable, shall include in such registration all Notes and
Guarantees with respect to which the Company or the Parent has received
written requests for inclusion therein within ten days after the date of
receipt of the Piggyback Notice (a "Piggyback Registration"). Nothing herein
shall affect the right of the Company, the Parent or the Guarantors to







                                      3
<PAGE>

withdraw any such registration in its sole discretion prior to its
effectiveness, and the Company and the Parent shall have the same Suspension
Rights set forth in Section 2 above with respect to any Piggyback Registration
effected pursuant to this Section 3.

     Section 4. Registration Procedures.

           (a) The Company shall promptly notify the Holders of the occurrence
of the following events:

               (i) when any registration statement relating to the Notes and
     Guarantees or post-effective amendment thereto filed with the Commission
     has become effective;

               (ii) the issuance by the Commission of any stop order
     suspending the effectiveness of any registration statement relating to
     the Notes and Guarantees;

               (iii) the suspension of an effective registration statement by
     the Company in accordance with the last paragraph of Section 2(a) or the
     last sentence of Section 3 hereof;

               (iv) the Company's or any Guarantor's receipt of any
     notification of the suspension of the qualification of any Notes or
     Guarantees covered by a registration statement for sale in any
     jurisdiction; and

               (v) the existence of any event, fact or circumstance that
     results in a registration statement or prospectus relating to the Notes
     and Guarantees or any document incorporated therein by reference
     containing an untrue statement of material fact or omitting to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading during the distribution of securities.

     The Company agrees to use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of any such registration
statement or any state qualification as promptly as possible. The Holders
agree that upon receipt of any notice from the Company or any Guarantor of the
occurrence of any event of the type described in Sections 4(a)(ii), (iii),
(iv) or (v) to immediately discontinue their disposition of Notes and
Guarantees pursuant to any registration statement relating to such securities
until the Holders receive written notice from the Company that such
disposition may be made.

           (b) The Company shall provide to the Holders, at no cost to the
Holders, a copy of the registration statement and any amendment thereto used
to effect the Registration of the Notes and the Guarantees, each prospectus
contained in such registration statement or post-effective amendment and any
amendment or supplement thereto and such other documents as the requesting
Holders may reasonably request in order to facilitate the disposition of the
Notes and the Guarantees covered by such registration statement. The Company
consents to the use of each such prospectus and any supplement thereto by the
Holders in connection with the offering and sale of the Notes and the
Guarantees covered by such registration statement or any amendment thereto.







                                      4
<PAGE>

           (c) The Company and the Guarantors shall use commercially
reasonable efforts to cause the Notes and the Guarantees covered by a
registration statement to be registered with or approved by such state
securities authorities as may be necessary to enable the Holders to consummate
the disposition of such Notes and Guarantees pursuant to the plan of
distribution set forth in the registration statement; provided, however, that
neither the Company nor any Guarantor shall be obligated to take any action to
effect any such Registration, qualification or compliance pursuant to this
Section 4 in any particular jurisdiction in which the Company or any Guarantor
would become subject to taxation or would be required to execute a general
consent to service of process in effecting such Registration, qualification or
compliance unless the Company or such Guarantor is already subject to taxation
or service in such jurisdiction.

           (d) Subject to the Company's Suspension Right, if any event, fact
or circumstance requiring an amendment to a registration statement relating to
the Notes and Guarantees or supplement to a prospectus relating to the Notes
and Guarantees shall exist, immediately upon becoming aware thereof the
Company shall notify the Holders and prepare and furnish to the Holders a
post-effective amendment to the registration statement or supplement to the
prospectus or any document incorporated therein by reference or file any other
required document so that, as thereafter delivered to the purchasers of the
Notes and Guarantees, the prospectus will not contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading.

           (e) The Company, the Guarantors and the Holders shall use
commercially reasonable efforts to comply with the Securities Act and the
Exchange Act in connection with the offer and sale of Notes and Guarantees
pursuant to a registration statement, and, as soon as reasonably practicable
following the end of any fiscal year during which a registration statement
effecting a Registration of the Notes and Guarantees shall have been
effective, to make available to the Holders an earnings statement satisfying
the provisions of Section 11(a) of the Securities Act.

           (f) The Company shall cooperate with the selling Holders to
facilitate the timely preparation and delivery of certificates representing
Notes to be sold pursuant to a Registration and not bearing any Securities Act
legend; and enable certificates for such Notes to be issued and registered in
such names and amounts as the Holders may reasonably request at least two
business days prior to any sale of Notes.

     Section 5. Expenses of Registration. The Company shall pay all
Registration Expenses incurred in connection with the undertaking of any one
Registration pursuant to Section 2 hereof and any Registration undertaken
pursuant to Section 3 hereof. The Holders shall pay all underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or
disposition of such Holder's Notes and Guarantees pursuant to any
Registration.

     Section 6. Indemnification.

           (a) The Company and the Guarantors, jointly and severally, shall
indemnify each Holder, each Holder's officers and directors, and each person
controlling such Holder within the meaning of Section 15 of the Securities
Act, against all expenses, claims, losses, damages and liabilities (including

reasonable legal fees and expenses), arising out of or based on any untrue





                                      5
<PAGE>

statement (or alleged untrue statement) of a material fact contained in any
registration statement or prospectus relating to the Notes and the Guarantees,
or any amendment or supplement thereto, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, provided, however,
that neither the Company nor any Guarantor shall be liable in any such case to
the extent that any such claim, loss, damage, liability or expense arises out
of or is based on any untrue statement or omission or alleged untrue statement
or omission, made in reliance upon and in conformity with information
furnished in writing to the Company or any Guarantor by such Holder for
inclusion therein.

           (b) Each Holder, if Notes and Guarantees held by such Holder are
included in the securities as to which such registration is being effected,
shall indemnify the Company and each Guarantor, each of their respective
directors and each of their respective officers who sign the registration
statement, each underwriter, if any, of the Company's securities covered by
such registration statement, and each person who controls the Company, any
Guarantor or such underwriter within the meaning of Section 15 of the
Securities Act, against all claims, losses, damages and liabilities (including
reasonable legal fees and expenses) arising out of or based on any untrue
statement (or alleged untrue statement) of a material fact contained in any
such registration statement or prospectus, or any amendment or supplement
thereto, or based on any omission (or alleged omission) to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement or prospectus, in
reliance upon and in conformity with information furnished in writing to the
Company or any Guarantor by such Holder for inclusion therein.

           (c) Each party entitled to indemnification under this Section 6
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified
Party has actual knowledge of any claim as to which indemnity may be sought,
but the omission to so notify the Indemnifying Party shall not relieve it from
any liability which it may have to the Indemnified Party pursuant to the
provisions of this Section 6 except to the extent of the actual damages
suffered by such delay in notification. The Indemnifying Party shall assume
the defense of such action, including the employment of counsel to be chosen
by the Indemnifying Party to be reasonably satisfactory to the Indemnified
Party, and payment of expenses. The Indemnified Party shall have the right to
employ its own counsel in any such case, but the legal fees and expenses of
such counsel shall be at the expense of the Indemnified Party, unless the
employment of such counsel shall have been authorized in writing by the
Indemnifying Party in connection with the defense of such action, or the
Indemnifying Party shall not have employed counsel to take charge of the
defense of such action or the Indemnified Party shall have reasonably
concluded that there may be defenses available to it or them which are
different from or additional to those available to the Indemnifying Party (in
which case the Indemnifying Party shall not have the right to direct the
defense of such action on behalf of the Indemnified Party), in any of which
events such fees and expenses shall be borne by the Indemnifying Party. No
Indemnifying Party, in the defense of any such claim or litigation, shall,
except with the consent of each Indemnified Party, consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such




                                      6
<PAGE>

Indemnified Party of a release from all liability in respect to such claim or
litigation.

           (d) If the indemnification provided for in this Section 6 is
unavailable to a party that would have been an Indemnified Party under this
Section 6 in respect of any expenses, claims, losses, damages and liabilities
referred to herein, then each party that would have been an Indemnifying Party
hereunder shall, in lieu of indemnifying such Indemnified Party, contribute to
the amount paid or payable by such Indemnified Party as a result of such
expenses, claims, losses, damages and liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Party on the one
hand and such Indemnified Party on the other in connection with the statement
or omission which resulted in such expenses, claims, losses, damages and
liabilities, as well as any other relevant equitable considerations. The
relative fault shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Indemnifying Party or such Indemnified Party and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company, each Guarantor and each
Holder agree that it would not be just and equitable if contribution pursuant
to this Section were determined by pro rata allocation or by any other method
of allocation which does not take account of the equitable considerations
referred to above in this Section 6(d).

           (e) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.

           (f) In no event shall any Holder be liable for any expenses,
claims, losses, damages or liabilities pursuant to this Section 6 in excess of
the net proceeds to such Holder of any Notes sold by such Holder pursuant to
the registration statement in question.

     Section 7. Information to be Furnished by Holders. Each Holder shall
furnish to the Company and the Guarantors such information as the Company or
any Guarantor may reasonably request and as shall be required in connection
with the Registration and related proceedings referred to in Section 2 or
Section 3 hereof. If any Holder fails to provide the Company or such Guarantor
with such information within 10 days of receipt of the Company's or such
Guarantor's request, the Company's and the Guarantors' obligations under
Section 2 or Section 3 hereof, as applicable, with respect to such Holder or
the Notes and Guarantees owned by such Holder shall be suspended until such
Holder provides such information.

     Section 8. Rule 144 Sales

           (a) The Company shall use its commercially reasonable efforts to
file the reports required to be filed by the Company under the Exchange Act,
so as to enable any Holder to sell Notes pursuant to Rule 144 under the
Securities Act.

           (b) In connection with any sale, transfer or other disposition by
any Holder of any Notes pursuant to Rule 144 under the Securities Act, the
Company shall cooperate with such Holder to facilitate the timely preparation




                                      7
<PAGE>

and delivery of certificates representing Notes to be sold and not bearing any
Securities Act legend, and enable certificates for such Notes to be for such
number of shares and registered in such names as the selling Holder may
reasonably request at least two business days prior to any sale of Notes.

     Section 9. Assignment of Registration Rights. The rights of the Holders
hereunder, including the right to have the Company register Notes and
Guarantees pursuant to this Agreement, shall be automatically assignable by
each Holder to any transferee of all or any portion of the Notes if: (i) the
Holder agrees in writing with the transferee or assignee to assign such
rights, and a copy of such agreement is furnished to the Company after such
assignment, (ii) the Company is furnished with written notice of (a) the name
and address of such transferee or assignee, and (b) the securities with
respect to which such registration rights are being transferred or assigned,
(iii) following such transfer or assignment, the further disposition of such
securities by the transferee or assignee is restricted under the Securities
Act and applicable state securities laws, and (iv) the transferee or assignee
agrees in writing for the benefit of the Company and the Guarantors to be
bound by all of the provisions contained herein.

     Section 10. Miscellaneous.

           (a) Governing Law; Submission to Jurisdiction. This Agreement shall
be governed by, and construed and enforced in accordance with, the laws of the
State of Illinois.

           (b) WAIVER OF JURY TRIAL. THE COMPANY, THE GUARANTORS AND THE
HOLDERS HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY ACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
THEREBY.

           (c) Entire Agreement. This Agreement constitutes the entire
agreement, and supersedes all other prior agreements and understandings, both
written and oral, among the parties hereto and their affiliates with respect
to the matters set forth herein.

           (d) Amendments and Waivers. No provision of this Agreement may be
waived other than by an instrument in writing signed by the party to be
charged with enforcement and no provision of this Agreement may be amended
other than by an instrument in writing signed by the Company, the Guarantors
and Holders of 66% of the aggregate principal amount of the Notes.

           (e) Notices. Each notice, demand, request, request for approval,
consent, approval, disapproval, designation or other communication (each of
the foregoing being referred to herein as a notice) required or desired to be
given or made under this Agreement shall be in writing (except as otherwise
provided in this Agreement), and shall be effective and deemed to have been
received (i) when delivered in person, (ii) when sent by fax with receipt
acknowledged, (iii) five days after having been mailed by certified or
registered United States mail, postage prepaid, return receipt requested, or
(iv) the next business day after having been sent by a nationally recognized
overnight mail or courier service, receipt requested. Notices shall be
addressed as follows: (a) if to a Holder, at the Holder's address or fax
number set forth below its signature hereon, or at such other address or fax
number as the Holder shall have furnished to the Company in writing, or (b) if
to any assignee or transferee of an Holder, at such address or fax number as



                                      8
<PAGE>

such assignee or transferee shall have furnished the Company in writing, (c)
if to the Company or the Guarantors, at the address set forth below. Any
notice or other communication required to be given hereunder to a Holder in
connection with a registration may instead be given to the designated
representative of such Holder.

            If to the Company or the Guarantors:

            Kinetek Industries, Inc.
            ArborLake Centre, Suite 550
            1751 Lake Cook Road
            Deerfield, IL  60015

            with a copy to:

            Mayer, Brown, Rowe & Maw
            190 S. LaSalle Street
            Chicago, IL 60603-3441
            Facsimile:   (312) 701-7711
            Attn: Philip J. Niehoff

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

           (g) Severability. If any provision of this Agreement shall be held
invalid, illegal or unenforceable, the validity, legality or enforceability of
the other provisions hereof shall not be affected thereby, and there shall be
deemed substituted for the provision at issue a valid, legal and enforceable
provision as similar as possible to the provision at issue.

           (h) Headings. The headings herein are for convenience of reference
only, do not constitute part of this Agreement and shall not be deemed to
limit or otherwise affect any of the provisions hereof.

           (i) Successors and Assigns. This Agreement shall be binding upon
and inure to the benefit of the parties and their successors and assigns.
Except as provided herein, none of the Company, the Guarantors or any Holder
shall assign this Agreement or any rights or obligations hereunder.

           (j) Joint Participation in Drafting. Each party to this Agreement
has participated in the negotiation and drafting of this Agreement. As such,
the language used herein shall be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict
construction will be applied against any party to this Agreement.

           (k) Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and
documents, as the other party may reasonably request in order to carry out the

intent and accomplish the purposes of this Agreement and the consummation of
the transactions contemplated hereby.





                                      9
<PAGE>

           (l) Third Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be
enforced by, any other person.




                                      10
<PAGE>



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

                              KINETEK INDUSTRIES, INC.



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


                              KINETEK, INC., as the Parent



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


                              MERKLE-KORFF INDUSTRIES, INC., as a Subsidiary
                              Guarantor



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


                              IMPERIAL ELECTRIC COMPANY, as a Subsidiary
                              Guarantor



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


                              GEAR RESEARCH, INC., as a Subsidiary Guarantor



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



                                      11
<PAGE>



                              MOTION HOLDINGS, INC., as a Subsidiary Guarantor



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


                              MOTION CONTROL ENGINEERING, INC., as a Subsidiary
                              Guarantor



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


                              FIR GROUP HOLDINGS, INC., as a Subsidiary
                              Guarantor



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



                              ELECTRIC DESIGN AND CONTROL COMPANY, as a
                              Subsidiary Guarantor



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


                              ADVANCED D.C. HOLDINGS, INC., as a Subsidiary
                              Guarantor



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


                                      12
<PAGE>


                              ADVANCED D.C. MOTORS, INC., as a Subsidiary
                              Guarantor



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




                              JEFFERIES & COMPANY, INC.



                              By:  /s/ M. Brent Stevens
                                  -----------------------------------------
                              Name:   M. Brent Stevens
                              Title:  Executive Vice President



                              Address:  11100 Santa Monica Boulevard,
                              10th Floor, Los Angeles, California 90025
                              Fax:  (310) 575-5165













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