STOCK PURCHASE AGREEMENT

                                 by and among

                       STANDARD AUTOMOTIVE CORPORATION

                                 as Purchaser

                                     and

                      ANDREW A. LEVY, FARZANA S. HABIB,
           RICHARD FRIEDMAN, JEFFREY MARKOWITZ and GLENN GOLDFINGER

                         as Sellers of 100% of Stock

                                      of

                          BARCLAY INVESTMENTS, INC.,

                        Dated as of February 24, 1998
<PAGE>

                               TABLE OF CONTENTS

      1.    Sale and Transfer of Stock; Closing; Purchase Price and 
            Other Transactions; Downpayment..................................1
            1.1   Stock......................................................1
            1.2   Closing....................................................1
            1.3   Purchase Price.............................................1

      2.    Representations and Warranties of the Shareholders and the 
            Company .........................................................2
            2.1   Organization and Good Standing.............................2
            2.2   Authority; No Conflict.....................................2
            2.3   Capitalization.............................................3
            2.4   Financial..................................................3
            2.5   Books and Records..........................................4
            2.6   Interests in Real Property.................................4
            2.7   Accounts Receivable........................................4
            2.8   Inventory..................................................4
            2.9   Tax Returns and Payments...................................4
            2.10  Employee Benefit Plans.....................................4
            2.11  Compliance With Laws; BE Filing............................5
            2.12  Litigation.................................................5
            2.13  Absence of Certain Changes and Events......................5
            2.14  Certain Agreements.........................................6
            2.15  Insurance..................................................6
            2.16  Intellectual Property Rights...............................6
            2.17  Disclosure.................................................6
            2.18  Relationships With Affiliates..............................7
            2.19  Brokers or Finders.........................................7

      3.    Representations and Warranties of Standard.......................7
            3.1   Organization and Good Standing.............................7
            3.2   Authority; No Conflict.....................................7
            3.3   Investment Intent..........................................7

      4.    Conditions Precedent to the Obligations of Standard..............8
            4.1   Representations and Warranties; Performance................8
            4.2   Delivery of Financial Statements...........................8
            4.3   No Material Adverse Change.................................8
            4.4   Delivery of Closing Date Balance Sheet.....................8
            4.5   Opinion of Company's Counsel...............................8
            4.6   No Litigation.............................................10
            4.7   Resignations..............................................10
            4.8   Consents..................................................10
            4.9   Standard's Due Diligence Review...........................10

      5.    Conditions Precedent to the Obligations of the Shareholders 
            and the Company.................................................10
            5.1   Representations and Warranties; Performance...............10
            5.2   Opinion of Standard's Counsel.............................10
            5.3   Consents..................................................11
            5.4   Performance...............................................11


                                     -i-
<PAGE>

            5.5   No Litigation.............................................11

      6.    Covenants of the Shareholders and the Company Prior to Closing..11
            6.1   Approvals of Governmental Bodies..........................11
            6.2   Regular Course of Business................................12
            6.3   Amendments................................................12
            6.4   Capital Expenditures......................................12
            6.5   Property and Assets.......................................12
            6.6   Books of Account..........................................12
            6.7   Loans by the Company......................................12
            6.8   Changes in Existing Agreements............................13
            6.9   Agreements................................................13
            6.10  Full Access...............................................13
            6.11  Good Faith Efforts........................................13
            6.12  Notification of Certain Matters...........................13
            6.13  Closing Date Balance Sheet and Schedule of Net Changes....14

      7.    Covenants of Standard Prior to Closing Date.....................14
            7.1   Approvals of Governmental Bodies..........................14
            7.2   Notification..............................................14
            7.3   Good Faith Efforts........................................14
            7.4   Notification of Certain Matters...........................14

      8.    Covenants of the Shareholders and Standard Subsequent to the 
            Closing Date....................................................15
            Further Assurances..............................................15

      9.    Mutual Covenants................................................15
            9.1   Expenses..................................................15
            9.2   Public Announcements......................................15
            9.3   Confidentiality...........................................15
            9.4   Tax Matters...............................................16

      10.   Indemnification; Remedies.......................................17
            10.1  Indemnification by the Shareholders.......................17
            10.2  Indemnification by Standard...............................17
            10.3  Notice and Defense of Third-Party Claims..................17

      11.   Termination.....................................................18
            11.1  Termination Events........................................19
            11.2  Effect of Termination.....................................19

      12.   Definitions.....................................................19
            12.1  "Affiliate................................................19
            12.2  "Code.....................................................19
            12.3  "Encumbrance..............................................19
            12.4  "Governmental Body........................................19
            12.5  "Related Cost.............................................19
            12.6  "Taxes....................................................20
            12.7  "Tax Returns..............................................20


                                     -ii-
<PAGE>

      13.   Miscellaneous...................................................20
            13.1  Notices...................................................21
            13.2  Waiver....................................................21
            13.3  Entire Agreement and Modification.........................21
            13.4  Assignments...............................................22
            13.5  Severability..............................................22
            13.6  Section Headings, Construction............................22
            13.7  Time of Essence...........................................22
            13.8  Parties in Interest.......................................22
            13.9  Governing Law.............................................22
            13.10 Counterparts..............................................22
            13.11 Conflicts.................................................22


                                    -iii-
<PAGE>

                           STOCK PURCHASE AGREEMENT

      THIS STOCK PURCHASE AGREEMENT (this "Agreement"), is entered into as of
the 24th day of February , 1998 between STANDARD AUTOMOTIVE CORPORATION, a
Delaware corporation ("Standard") and BARCLAY INVESTMENTS, INC., a New Jersey
corporation (the "Company"), and the shareholders of the Company, Andrew A.
Levy, Farzana S. Habib, Richard Friedman, Jeffrey Markowitz and Glenn Goldfinger
(the "Shareholders").

      WHEREAS, the Shareholders own 185 shares of common stock of the Company,
which constitutes all of the issued and outstanding shares of capital stock of
the Company (the "Stock");

      NOW THEREFORE, in consideration of the promises and the representations,
warranties and agreements herein, the parties agree as follows:

      1. Sale and Transfer of Stock; Closing; Purchase Price and Other
Transactions; Downpayment.

      1.1 Stock. Subject to the terms and conditions of this Agreement, at the
Closing (as hereinafter defined), the Shareholders agree to sell, transfer and
deliver to Standard 185 common shares of the Company, and Standard agrees to
purchase from the Shareholders, 185 common shares of the Company (the "Company
Shares").

      1.2 Closing. The purchase and sale (the "Closing") provided for in this
Agreement shall take place at the offices of Phillips, Nizer, Benjamin, Krim &
Ballon, 666 Fifth Avenue, New York, New York 10103 at 10:00 A.M. simultaneously
with the purchase by Standard of the stock of R&S Truck Body, Inc., CPS Trailer
Co., Inc. or at such other time and place as the parties hereto shall mutually
agree, provided that the Closing shall take place no later than June 30, 1998.
The time and date of the Closing is referred to herein as the "Closing Date."

      1.3   Purchase Price.

      (a) the purchase price shall consist of 1,000 shares of common stock of
Standard Automotive Corporation per one share of the Company for a total payment
of 185,000 shares of common stock of Standard Automotive Corporation. Such
shares shall carry a two year lockup on sale or transfer. Said shares shall be
registered as follows:

                                                     Shares of
                  Selling Shareholder     Standard Automotive Corporation
                  -------------------     -------------------------------

                  Andrew A. Levy                      65,000
                  Farzana S. Habib                    35,000

<PAGE>

                  Richard Friedman                    37,500
                  Jeffrey Markowitz                   37,500
                  Glenn Goldfinger                    10,000
                                                     -------
                      TOTAL                          185,000

      (b) Standard shall assume the debt of the Company to Standard Automotive
Corporation, as shown on the Closing Balance Sheet, of approximately $1,000,000.

      (c) Standard shall pay Redstone Capital Corporation a fee of $600,000,
$100,000 of which shall be paid upon signature hereof.

      2. Representations and Warranties of the Shareholders and the Company. The
Company and the Shareholders represent and warrant to Standard that the
following statements are true and correct:

      2.1 Organization and Good Standing.

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New Jersey, and has full corporate
power and authority to carry on the business of the Company as it is now being
conducted, to own or hold the assets which it owns or holds and perform all its
obligations under the agreements and instruments to which it is a party or by
which it is bound.

      (b) The Company has no subsidiaries.

      2.2 Authority; No Conflict. This Agreement constitutes the legal, valid
and binding obligation of the Company and each of the Shareholders enforceable
against the Company in accordance with its terms. The Company and each of the
Shareholders has the absolute and unrestricted right, power, authority and
capacity to execute and deliver this Agreement and to perform its obligations
hereunder. Neither the execution and delivery of this Agreement by the Company
and each of the Shareholders nor the consummation of the transactions
contemplated by it will:

      (a) violate or conflict with any provision of the Articles of
Incorporation or Bylaws or any other charter document of the Company (copies of
which have been delivered to Standard);

      (b) violate or conflict with any provision of any law, rule, regulation,
order, permit, certificate, writ, judgment, injunction, decree, determination,
award or other decision of any court, government, governmental agency or
instrumentality, domestic or foreign, or arbitrator, binding upon the Company
and any of the Shareholders;

      (c) result in a material breach of, or constitute a default under (or with
notice or lapse of time, or both, result in a material breach of or constitute a
default under) or otherwise 


                                       2
<PAGE>

give any person the right to terminate, any material lease, license, contract or
other agreement or instrument to which the Company or any Shareholder is a party
or by which it or any of the Shareholders is bound;

      (d) result in, or require, the creation or imposition of, any mortgage,
deed of trust, pledge, lien, security interest or other charge or Encumbrance of
any nature ("Encumbrance") upon or with respect to the Company Shares or any of
the properties now owned or used by the Company.

      2.3 Capitalization. The authorized capital stock of the Company consists
of 200 shares of common stock, of which 185 shares of common stock are issued
and outstanding. The Shareholders are and will be on the Closing Date the record
and beneficial owners and holders of, and have good title to, the Stock, free
and clear of any Encumbrance. All of the issued and outstanding shares of
capital stock of the Company have been duly authorized and validly issued and
are fully paid and non-assessable, and there are no preemptive rights. There are
no existing agreements, options, warrants, rights, calls or commitments of any
character to which the Shareholders or the Company is a party or by which any of
them is bound providing for the issuance of any additional shares, the sale of
treasury shares or the repurchase or redemption of shares of the Company's
capital stock and there are no outstanding securities or other instruments
convertible into or exchangeable for shares of such capital stock and no
commitments to issue such securities or instruments.

      2.4 Financial.

      (a) The Shareholders have delivered to Standard the Balance Sheet of the
Company as of February 13, 1998 (the "1998 Balance Sheet"). The 1998 Balance
Sheet is true, correct and complete and fairly presents the financial condition
of the Company as at the date thereof, in accordance with generally accepted
United States accounting principles consistently applied and the historical
practices of the Company.

      (b) As of the Closing Date, (i) the assets of the Company shall consist of
the assets shown on the 1998 Balance Sheet (less any accounts payable and
payments set forth on Schedule A hereto), cash represented by interest earned
therefrom subsequent to the date thereof, and contracts to purchase 100% of the
stock of R&S Truck Body Company, Inc., a Kentucky corporation, and 100% of the
stock of CPS Trailer Company, Inc., a Missouri corporation.

      (c) The Company does not have any material liabilities or obligations of
any nature (known or unknown, absolute, accrued, contingent or otherwise) that
are not fully reflected or reserved against in the 1998 Balance Sheet.


                                       3
<PAGE>

      (d) Except as previously disclosed to Standard in writing, since February
13, 1998, there has not been, occurred or arisen, whether or not in the ordinary
course of business:

            (i) any material adverse change, whether actual or threatened, in
      the financial condition, results of operations, business, properties,
      assets or business prospects of the Company; or

            (ii) any declaration, setting aside or payment of a dividend
      (whether in cash, stock or property) in respect of the capital stock of
      the Company; or

            (iii) any borrowing or lending of money or guarantee of any
      obligation by the Company, except in the ordinary course of business; or

            (iv) any disposition of any material properties or assets used in
      the business of the Company except sales made in the ordinary course of
      business; or

            (v) any engagement by the Company in activities outside the ordinary
      course of its business as conducted on the date hereof; or

            (vi) any issuance or repurchase of its stock by the Company.

      2.5 Books and Records. The minute books, stock record books and other
records of the Company, all of which have been made available to Standard, are
complete and correct and have been maintained in accordance with sound business
practices. On the Closing Date, all of those books and records will be in the
possession of the Company.

      2.6 Interests in Real Property. The Company does not own real property.

      2.7 Accounts Receivable. The Company does not have any accounts
receivable, except for accrued interest.

      2.8 Inventory. The Company does not have any inventory.

      2.9 Tax Returns and Payments.

      (a) All Tax Returns required to be filed by or with respect to the Company
have been properly and correctly completed and filed on a timely basis. All such
Tax Returns are correct and complete in all material respects.

      (b) All Taxes whether or not shown on any Tax Return required to be paid
or to be withheld and remitted by the Company have been duly and timely paid in
full or properly withheld and remitted. No claims are being asserted with
respect to any Taxes required to be paid or withheld by or on behalf of the
Company, and there are no Encumbrances upon any property or assets of the
Company that arose in connection with any failure (or alleged failure) to pay
any Taxes.


                                       4
<PAGE>

      (c) The Company has never been audited by a taxing authority.

      (d) The Company is not a party to any allocation or sharing arrangement or
agreement (whether written or unwritten) with respect to Taxes.

      2.10 Employee Benefit Plans. The Company has never had any salaried
employees, and accordingly, has never maintained any type of employee benefit
plan.

      2.11 Compliance With Laws; BE Filing.

      (a) Except as previously disclosed to Standard in writing, (i) the Company
is, and at all times during the period prior to the date hereof, has been, in
compliance with all statutes, orders, rules, ordinances and regulations
applicable to it or to its ownership of assets or the operation of its business,
where any failure to so be in compliance would materially and adversely affect
the business, financial position or results of operations of the Company and
(ii) neither the Shareholders nor the Company has any knowledge of any basis to
expect, nor has received, any order, notice or other communication from any
federal, state or local governmental agency, including but not limited to any
environmental protection act, of any alleged, actual or potential violation
and/or failure to comply with any such statute, order, rule, ordinance or
regulation, or of any alleged, actual or potential obligation to undertake or
bear the cost of removal or remedial action at any property now owned or
previously owned or leased by the Company or to which hazardous materials
generated by the Company may have been transported.

      (b) Except as previously disclosed to Standard in writing, the Company
holds all of the consents, licenses, permits, approvals and certificates
necessary to permit the Company to own, operate, use and maintain its assets in
the manner in which they are now operated and maintained and to conduct its
businesses as now being conducted. The Shareholders shall be responsible for
filing the U.S. Department of Commerce Form BE-15 (S.F.) on behalf of the
Company.

      2.12 Litigation. Neither the Shareholders nor the Company is subject to
any judgment, award, injunction, rule, order or decree in which relief is sought
involving, affecting or relating to the ownership, operation or use of its
assets or the conduct of its business or which would prevent, delay or make
illegal the transactions contemplated by this Agreement. There are no actions,
lawsuits, audits, investigations, claims or proceedings pending or threatened
against, involving, affecting or relating to the Company or to its ownership,
operation or use of its assets or to the conduct of its businesses before any
court, arbitrator, or federal, state, municipal or other governmental
department, board, agency or instrumentality.


                                       5
<PAGE>

      2.13 Absence of Certain Changes and Events. Except as previously disclosed
to Standard in writing, since February 13, 1998 the Company has conducted its
businesses only in the usual and ordinary course consistent with past practice
and there has not been any:

            (i) change in any authorized or issued capital stock; grant of any
      stock option or right to purchase shares of capital stock of the Company;
      issuance of any security convertible into such capital stock; grant of any
      registration rights; purchase, redemption, retirement or other acquisition
      by the Company of any shares of any such capital stock; or declaration or
      payment of any dividend or other distribution or payment in respect of
      shares of capital stock;

            (ii) payment or increase of any bonuses, salaries or other
      compensation to any director, officer or employee or shareholder or entry
      into any employment, severance or similar agreement with any director,
      officer or employee;

            (iii) adoption of any profit sharing, bonus, deferred compensation,
      savings, insurance, pension, retirement, or other employee benefit plan
      for or with any employees of the Company;

            (iv) damage, destruction or loss to any asset or property of the
      Company, whether or not covered by insurance, affecting materially and
      adversely the properties, assets, business, financial condition, or
      prospects of the Company, taken as a whole;

            (v) sale (other than sales in the ordinary course of business),
      lease or other disposition of any asset or property of the Company or
      mortgage, pledge or imposition of any Encumbrance on any material asset or
      property of the Company;

            (vi) cancellation or waiver of any claims or rights with a value to
      the Company in excess of $25,000;

            (vii) change in the amount of notes receivable, security deposits or
      other noncurrent assets of the Company, determined in accordance with
      generally accepted accounting principles consistently applied on a
      reasonable basis;

            (viii) material change in the accounting methods followed by the
      Company; and

            (ix) agreement, whether or not in writing, to do any of the
      foregoing by the Company.


                                       6
<PAGE>

      2.14 Certain Agreements.

            The Company is not a party to any agreement other than those
agreements which are set forth in Section 1.3, copies of which have been
previously delivered to Standard.

      2.15 Insurance. The Company does not maintain any type of insurance.

      2.16 Intellectual Property Rights. The Company does not own or have any
type of interest in intellectual property rights.

      2.17 No Business Activities; No Liabilities.

      (a)   The Company has conducted no business prior to the date hereof other
            than activities related to the date hereof other than activities
            related (i) to the negotiation and execution of the agreements
            referred to in Section 2.4(b) and (ii) negotiations with other
            potential acquisition candidates which did not result in executed
            agreements or resulted in agreements which have expired or been
            terminated with no potential future obligation on the part of the
            Company.

      2.18 Disclosure.

      (a) No representation or warranty of the Shareholders contained in this
Agreement omits to state a material fact necessary in order to make the
statements herein, in light of the circumstances under which they were made, not
misleading.

      (b) There is no fact known to the Shareholders which has specific
application to the Shareholders or the Company (other than general economic or
industry conditions) which materially adversely affects the assets, business,
prospects, financial conditions or results of operations of the Company.

      2.19 Relationships With Affiliates. Except as previously disclosed to
Standard in writing, neither the Shareholders nor any Affiliate of the
Shareholders has any interest in any property, real or personal, tangible or
intangible, used in or pertaining to the business of the Company.

      2.20 Brokers or Finders. Except for the investment banking fee payable to
Redstone Capital Corporation of $600,000, neither the Company nor the
Shareholders has incurred any obligation or liability, contingent or otherwise,
for brokerage or finders' fees or agents' commissions or other like payment in
connection with this Agreement.

      2.21 The Shareholders acknowledge that the Stock of Standard delivered in
the transaction has not been registered under the Securities Act of 1933, as
amended and will be so legended.


                                       7
<PAGE>

      3. Representations and Warranties of Standard. Standard hereby represents
and warrants to the Shareholders and to the Company as follows:

      3.1 Organization and Good Standing. Standard is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware.

      3.2 Authority; No Conflict. Standard has good and sufficient corporate
power and authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement has been duly authorized, executed and
delivered by Standard and constitutes the legal, valid and binding obligation of
Standard enforceable against Standard in accordance with its terms. Neither the
execution and delivery of this Agreement by Standard nor the consummation of the
transactions contemplated by it will:

      (a) violate or conflict with any provision of the Certificate or By-laws
of Standard; or

      (b) violate or conflict with any provision of any law, rule, regulation,
order, permit, certificate, writ, judgment, injunction, decree, determination,
award or other decision of any court, government, governmental agency or
instrumentality, domestic or foreign, or arbitrator binding upon Standard; or

      (c) result in a breach of, or constitute a default under (or with notice
or lapse of time or both result in a breach of or constitute a default under) or
otherwise give any person the right to terminate, any material lease, license,
contract or other agreement or instrument to which Standard is a party or by
which it is bound.

      3.3 Investment Intent. Standard acknowledges that the Company Shares has
not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and that the Shareholders and the Company have disclosed to
Standard that the Company Shares may not be resold absent such registration or
unless an exemption from registration is available. Standard is acquiring the
185 shares of common stock of the Company for its own account, for investment
purposes only and not with a view to its distribution within the meaning of
Section 2(11) of the Securities Act & Legend.

      4. Conditions Precedent to the Obligations of Standard. Each and every
obligation of Standard under this Agreement to be performed on or before the
Closing Date shall be subject to the satisfaction, on or before the Closing
Date, of each of the following conditions precedent, except to the extent that
Standard shall have waived in writing such satisfaction:


                                       8
<PAGE>

      4.1 Representations and Warranties; Performance. Each of the
representations and warranties made by the Shareholders and by the Company
herein shall be true and correct in all material respects on the Closing Date
with the same effect as though made on and as of such date; and the Shareholders
and the Company shall have performed and complied with all agreements, covenants
and conditions required by this Agreement to be performed and complied with by
the Shareholders and the Company on or prior to the Closing Date.

      4.2 Delivery of Financial Statements. The Company shall have delivered to
Standard the 1998 Balance Sheet of the Company prepared in accordance with
generally accepted accounting principles.

      4.3   No Material Adverse Change.

      (a) There shall have been no material adverse change since the date of the
1998 Balance Sheet in the business, condition (financial or otherwise) or
operations of the Company.

      (b) As of the date hereof, the Company has no liabilities or obligations,
accrued, contingent or otherwise, other than those set forth on Schedule 2.17.

      4.4 Delivery of Closing Date Balance Sheet. The Company shall have
delivered to Standard the Closing Date Balance Sheet as required by Section 6.13
hereof.

      4.5 Opinion of Company's Counsel. Standard shall have received an opinion
of Andrew A. Levy, legal counsel for the Company, dated the Closing Date, in
form and substance reasonably satisfactory to Standard and to the effect that:

      (a) The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of New Jersey.

      (b) The authorized capital stock of the Company consists exclusively of
200 shares of common stock, of which 185 shares of common stock are issued and
outstanding. All outstanding shares of Company are owned of record by the
Shareholders, have been duly authorized and validly issued and are fully paid
and nonassessable. To the best of such counsel's knowledge and belief, there are
no (i) outstanding subscriptions, options, warrants or rights to acquire any
shares of the capital stock or other securities of the Company, (ii) outstanding
securities or obligations which are convertible into or exchangeable for any
shares of the capital stock or other securities of the Company, or (iii)
agreements or arrangements under which the Company is or may become bound to
assign or transfer or to sell or otherwise issue any shares of its capital stock
or any other securities, other than as contemplated by this Agreement.


                                       9
<PAGE>

      (c) Immediately prior to the consummation of the transactions described in
this Agreement, the Shareholders were the sole registered owners of the Stock.
Upon consummation and receipt by Standard of one or more reregistered
certificates, Standard will be the registered owner of 185 common shares of the
Company and, assuming Standard has purchased same in good faith, for value and
without notice of adverse claims, Standard will have acquired all of the rights
of the Shareholders in said shares, free of any adverse claim, any lien in favor
of the issuer, and any restrictions on transfer imposed by the Company.

      (d) The Shareholders and the Company have duly executed and delivered this
Agreement and this Agreement constitutes the valid and legally binding
obligation of the Shareholders and of the Company enforceable against them in
accordance with its terms, subject to and limited by: (i) the effect of
bankruptcy, insolvency, reorganization, receivership, conservatorship,
arrangement, moratorium or other laws affecting or relating to the rights of
creditors generally, and (ii) the rules governing the availability of specific
performance, injunctive relief or other equitable remedies and general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

      (e) There is no action, suit, proceeding or investigation pending or, to
the best of such counsel's knowledge and belief, threatened against any of the
Shareholders or the Company seeking to restrain or questioning the validity or
legality of any of the transactions described in this Agreement.

      (f) The execution, delivery and performance of this Agreement by the
Shareholders and by the Company will not, to the best of such counsel's
knowledge and belief, (i) constitute a violation of or a default under any
material contract, agreement or instrument known to such counsel to which the
Company or the Shareholders are subject or by which any of the Shareholders' or
the Company's properties or assets are bound, or (ii) result in the creation or
imposition of any lien, security interest, claim, charge, encumbrance or
restriction on any of the Company's material properties or assets or contravene,
conflict with or result in the violation of any law, regulation or rule known to
such counsel or, to the best of such counsel's knowledge and belief, any order,
directive, judgment, arbitration award or decree to which the Shareholders or
the Company or any of their respective properties or assets are subject.

      (g) To the best of such counsel's knowledge and belief, there is no
license, permit, consent or approval of, or other action by, or filing with any
federal or state court or regulatory authority which has not been obtained,
taken nor made, required for the execution, delivery or performance of this
Agreement by the Shareholders and the Company, other than those which, if not
obtained, taken or made, would not have a material 


                                       10
<PAGE>

adverse affect on the Company, taken as a whole; there is no license, permit,
consent or approval of, or other action by, or filing with any federal or state
court or regulatory authority which has not been obtained, taken nor made,
required for the operation by the Company after the Closing of the business
currently conducted by the Company.

      4.6 No Litigation. There shall be no pending or threatened governmental or
third-party action, suit, proceeding or investigation seeking to restrain or
questioning the validity or legality of any of the transactions described in
this Agreement.

      4.7 Resignations. The Shareholders shall have caused to be delivered to
Standard the written resignation of all officers and directors of the Company.

      4.8 Consents. All consents, approvals and waivers from Governmental Bodies
and other third parties required to consummate the transactions contemplated
hereby shall have been obtained.

      4.9 Standard's Due Diligence Review. Standard shall have completed its due
diligence review of the Company and shall be reasonably satisfied with the
condition of the Company (financial and otherwise), the interest of the
Shareholders in the Stock and the Shareholders' compliance with the
representations and warranties set forth in Section 2 hereof. Notwithstanding
anything to the contrary contained in this Agreement, in the event that the due
diligence review contemplated by this Section 4.9 does not disclose any material
aspects which affects the business or operations of the Company, then, Standard
may not rely on this Section 4.9 as a basis for not closing the transactions
contemplated in this Agreement.

      4.10 Board Approval; Other Closings

      (a) The consummation of the transaction contemplated hereby shall have
been approved by the Board of Directors of Standard.

      (b) Standard shall have consummated the acquisitions of the stock of R&S
Truck Body Company, Inc. and CPS Trailer Company, Inc.

      5. Conditions Precedent to the Obligations of the Shareholders and the
Company. Each and every obligation of the Shareholders under this Agreement to
be performed on or before the Closing Date shall be subject to the satisfaction,
on or before the Closing Date, of each of the following conditions precedent,
except to the extent that the Shareholders and the Company shall have waived in
writing such satisfaction:

      5.1 Representations and Warranties; Performance. Each of the
representations and warranties made by Standard herein shall 


                                       11
<PAGE>

be true and correct in all material respects on the Closing Date with the same
effect as though made on and as of such date; Standard shall have performed and
complied with all agreements, covenants and conditions required by this
Agreement to be performed and complied with by Standard on or prior to the
Closing Date.

      5.2 Opinion of Standard's Counsel. The Shareholders and the Company shall
have received an opinion of Phillips Nizer Benjamin Krim & Ballon, dated the
Closing Date, in form and substance reasonably satisfactory to the Shareholders
and the Company, to the effect that:

      (a) Standard is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware.

      (b) Standard has duly executed and delivered this Agreement and this
Agreement constitutes the valid and legally binding obligation of Standard
enforceable against it in accordance with its terms, subject to and limited by:
(i) the effect of bankruptcy, insolvency, reorganization, receivership,
conservatorship, arrangement, moratorium or other laws affecting or relating to
the rights of creditors generally, and (ii) the rules governing the availability
of specific performance, injunctive relief or other equitable remedies and
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

      (c) There is no action, suit, proceeding or investigation pending or, to
the best of such counsel's knowledge and belief, threatened against any of
Standard seeking to restrain or questioning the validity or legality of any of
the transactions described in this Agreement.

      (d) The execution, delivery and performance of this Agreement by Standard
will not, to the best of such counsel's knowledge and belief, (i) constitute a
violation of or a default under any material contract, agreement or instrument
known to such counsel to which Standard is subject or by which any of Standard's
properties or assets are bound, or (ii) result in the creation or imposition of
any lien, security interest, claim, charge, encumbrance or restriction on any of
Standard material properties or assets or contravene, conflict with or result in
the violation of any law, regulation or rule known to such counsel or, to the
best of such counsel's knowledge and belief, any order, directive, judgment,
arbitration award or decree to which Standard or any of its respective
properties or assets are subject.

      (e) To the best of such counsel's knowledge and belief, there is no
license, permit, consent or approval of, or other action by, or filing with any
federal or state court or 


                                       12
<PAGE>

regulatory authority which has not been obtained, taken nor made, required for
the execution, delivery or performance of this Agreement by Standard, other than
those which, if not obtained, taken or made, would not have a material adverse
affect on Standard, taken as a whole; there is no license, permit, consent or
approval of, or other action by, or filing with any federal or state court or
regulatory authority which has not been obtained, taken nor made, required for
the operation by Standard after the Closing of the business currently conducted
by the Company.

      5.3 Consents. All consents, approvals and waivers from Governmental Bodies
and other third parties required to consummate the transactions contemplated
hereby shall have been obtained and be in form and substance reasonably
satisfactory to the Shareholders and the Company.

      5.4 Performance. Standard shall have delivered or caused to be delivered
to the Shareholders and the Company the other matters required by this Agreement
to be delivered at the Closing by or for Standard.

      5.5 No Litigation. There shall be no pending or threatened governmental or
third-party action, suit, proceeding or investigation seeking to restrain or
questioning the validity or legality of any of the transactions described in
this Agreement.

      6. Covenants of the Shareholders and the Company Prior to Closing.

      6.1 Approvals of Governmental Bodies.The Company will use reasonable
efforts, and will cooperate with Standard in taking all steps necessary,
promptly to (a) make any filing and (b) obtain any consent, approval or
authorization of any Governmental Body, in each case required by law to allow
the consummation of this Agreement and the transactions contemplated hereby,
provided that nothing herein shall require the Company to dispose of, or make
any change in, any portion of its business in order to obtain any consent,
approval or authorization. The Shareholders shall pay all filing fees, other
than those associated with the Hart Scott Rodino Notification Act, if
applicable, and all applicable transfer fees associated with the transactions
contemplated herein.

      6.2 Regular Course of Business. Pending the Closing Date, the Company will
operate its businesses diligently and in good faith, consistent with past
management practices, and will use its reasonable best efforts to keep available
the services of the Company's present officers and to preserve the Company's
present relationships with persons having business dealings with the Company.
From the date of execution of this Agreement through the Closing Date, the
Company will not take any action described or enumerated in Section 2.13 hereof
without the prior written consent of Standard.


                                       13
<PAGE>

      6.3 Amendments. Pending the Closing Date, no change or amendment shall be
made in the Articles of Incorporation or Bylaws of the Company, and the Company
will not merge or consolidate with or into any other corporation and no other
corporation shall be merged into the Company and the Company will not enter into
any agreements, options, warrants, rights, calls or commitments of any character
with respect to the issuance of shares of capital stock.

      6.4 Capital Expenditures. Pending the Closing Date, without the prior
approval of Standard, the Company will not make any capital expenditures, or
commitments with respect thereto.

      6.5 Property and Assets. Pending the Closing Date, the business of the
Company and the assets, property and rights now owned by the Company will be
used, preserved and maintained, so far as practicable, in the ordinary course of
business, to the same extent and in the same condition as said assets, property
and rights are on the date of this Agreement (normal wear and tear excepted),
and no unusual or novel methods of manufacture, purchase, sale, management or
operation of said properties or business will be made or instituted.

      6.6 Books of Account. Pending the Closing Date, the Company shall keep its
books of account and records in the usual, regular and ordinary manner, in
accordance with generally accepted accounting principles, practices and
standards applied on a consistent basis, and shall make no changes in accounting
principles.

      6.7 Loans by the Company. Pending the Closing Date, the Company will not
make any loan or advance to, or assume, guarantee, endorse or otherwise become
responsible for, the obligations of any other individual, firm or corporation
other than in the ordinary course of business and consistent with past practice.

      6.8 Changes in Existing Agreements. Pending the Closing Date, the Company
shall not waive any rights of substantial value or make any payment, direct or
indirect, of any material liability of the Company before the same comes due in
accordance with its terms.

      6.9 Agreements. Pending the Closing Date, the Company will not enter into
an agreement to do any of the things prohibited in this Section 6.

      6.10 Full Access. Pending the Closing Date, the Company shall afford to
Standard and its authorized representatives (including, without limitation, an
independent accounting firm representing Standard) reasonable access to the
officers, directors, properties, books and records, and the accountants, banker
and other experts of the Company, so that Standard may 


                                       14
<PAGE>

have full opportunity to make such investigation as it shall desire of the
affairs of the Company (including, without limitation, an examination of the
1998 Balance Sheet and the Closing Date Balance Sheet) and the Company will
cause to be furnished such financial information (including accountants' working
papers and similar records) and operating data and other information with
respect to the Company as Standard shall from time to time reasonably request.
Standard shall be permitted to make copies of the Company's books, records and
other documentation. The Shareholders and the Company shall, upon request,
provide Standard or its representatives with such information as Standard may
reasonably request in order to verify performance of and compliance with the
representations, warranties, covenants and conditions applicable to the
Shareholders and the Company hereunder.

      6.11 Good Faith Efforts. The Shareholders shall use their good faith
efforts to prevent their representations and warranties hereunder from becoming
untrue, to cure any such untrue representations and warranties, to fulfill their
covenants and agreements hereunder, and to cause the conditions specified in
Section 4 hereof to be satisfied.

      6.12 Notification of Certain Matters. The Shareholders and the Company
shall give prompt notice to Standard of (a) the occurrence, or failure to occur,
of any event which occurrence or failure to occur would be likely to cause any
representation or warranty contained in Section 2 of this Agreement to be untrue
or inaccurate in any material respect at any time from the date hereof to the
Closing Date; and (b) any material failure on their part to comply with or
satisfy any covenant, condition or agreement to be complied with or satisfied by
the Shareholders and the Company hereunder; provided however, that the delivery
of any notice pursuant to this Section 6.12 shall not limit or otherwise affect
the remedies available hereunder to Standard.

      6.13 Closing Date Balance Sheet and Schedule of Net Changes. The Company
and the Shareholders agree to deliver to Standard prior to the Closing Date the
Summary of Assets and Liabilities of the Company as of the Closing Date (the
"Closing Date Balance Sheet"). The Closing Date Balance Sheet to be delivered by
the Company and the Shareholders shall be true, correct and complete and shall
fairly present the consolidated financial condition of the Company as at the
date thereof, all in accordance with generally accepted United States accounting
principles and the historical practices of the Company.

      7. Covenants of Standard Prior to Closing Date.

      7.1 Approvals of Governmental Bodies. Between the date of this Agreement
and the Closing Date, Standard will use its reasonable efforts, and will
cooperate with the Shareholders and the Company in taking all steps necessary,
promptly to (a) make 


                                       15
<PAGE>

any filing and (b) obtain any consent, approval or authorization of any
Governmental Body, in each case required by law to allow the consummation of
this Agreement and the transactions contemplated hereby, provided that nothing
herein shall require Standard to dispose of, or make any change in, any portion
of its business or to incur any other burden in order to obtain any consent,
approval or authorization. Standard shall cause the filing of and will pay all
fees (and costs associated therefrom) of Standard, the Shareholders and the
Company associated with any filings required to be made pursuant to the Hart
Scott Rodino Merger Notification Act.

      7.2 Notification. Between the date of this Agreement and the Closing Date,
Standard will promptly notify the Shareholders and the Company if it becomes
aware of any fact or condition which makes materially untrue any representation
or materially breaches any warranty made by Standard in this Agreement or if it
becomes aware of the occurrence after the date of this Agreement of any fact or
condition that would (except as expressly contemplated by this Agreement) make
materially untrue any such representation or materially breach any such warranty
had such representation or warranty been made as of the time of occurrence or
discovery of such fact or condition.

      7.3 Good Faith Efforts. Between the date of this Agreement and the Closing
Date, Standard will use its good faith efforts to cause the conditions specified
in Section 5 hereof to be satisfied.

      7.4 Notification of Certain Matters. Standard shall give prompt notice to
the Shareholders of (a) the occurrence, or failure to occur, of any event which
occurrence or failure to occur would be likely to cause any representation or
warranty contained in Section 3 of this Agreement to be untrue or inaccurate in
any material respect at any time from the date hereof to the Closing Date; and
(b) any material failure on their part to comply with or satisfy any covenant,
condition or agreement to be complied with or satisfied by Standard hereunder;
provided however, that the delivery of any notice pursuant to this Section 7.4
shall not limit or otherwise affect the remedies available hereunder to the
Shareholders.

      8. Covenants of the Shareholders and Standard Subsequent to the Closing
Date.

            Further Assurances. The Shareholders will, upon request of Standard
from time to time after the Closing, execute and deliver, and use its good faith
efforts to cause other persons to execute and deliver to Standard all such
further documents and instruments, and will do or use its reasonable efforts to
cause to be done such other acts, as Standard may reasonably request to
consummate and make effective the transactions contemplated hereby.


                                       16
<PAGE>

      9. Mutual Covenants.

      9.1 Expenses. Except as expressly otherwise provided herein, each party to
this Agreement shall bear its respective expenses incurred in connection with
the preparation, execution and performance of this Agreement and the
transactions contemplated hereby, including all fees and expenses of agents,
representatives, counsel and accountants.

      9.2 Public Announcements. Except as required by law, any public
announcement or similar publicity with respect to this Agreement or the
transactions contemplated hereby shall be issued, if at all, at such time and in
such manner as Standard and the Shareholders and the Company shall determine.
Unless agreed to by Standard and the Shareholders and the Company in advance or
required by law, prior to the Closing Date the parties hereto shall keep the
provisions of this Agreement strictly confidential and make no disclosure
thereof to any person. The Shareholders, the Company and Standard will consult
with each other concerning the means by which the Company's employees, customers
and suppliers and others having dealings with the Company will be informed of
the transactions contemplated hereby, and Standard shall have the right to be
present for any such communication.

      9.3 Confidentiality. Between the date of this Agreement and the Closing
Date, each party will maintain in confidence, and cause its directors, officers,
employees, agents and advisors to maintain in confidence, any written, oral or
other information obtained from another party or the Company in connection with
this Agreement or the transactions contemplated hereby unless such information
is already known to such party or to others not bound by a duty of
confidentiality or unless such information becomes publicly available through no
fault of such party, unless the use of such information is necessary or
appropriate in making any filing or obtaining any consent or approval required
for the consummation of the transactions contemplated hereby or unless the
furnishing or use of such information is required by or necessary or appropriate
in connection with legal proceedings.

      If the transactions contemplated by this Agreement are not consummated,
each party will return or destroy as much of such written information as may
reasonably be requested.

      9.4 Tax Matters.

      (a) The Company shall be responsible for preparing and filing all Tax
Returns for the Company and for handling all tax matters related to the Company
for Tax periods ending prior to or on the Closing Date and making any required
Tax payments with respect of such Tax Returns. Such returns will report the
operations of the Company consistent with past practice. Standard agrees that
the Company's representatives shall have access to 


                                       17
<PAGE>

all records of the Company necessary to accurately prepare the aforementioned
Tax Returns.

      (b) Standard shall be responsible for preparing and filing all Tax Returns
for taxable years or periods for the Company ending after the Closing Date
(including any State Tax Returns) and shall remit any Taxes due in respect of
such Tax Returns. The Company and the Shareholders agree to provide Standard
prior to the Closing with copies of all records of the Company necessary to
accurately prepare the aforementioned Tax Returns. The parties hereto
acknowledge that the fiscal year end for the Company is March 31.

      (c) The Shareholders shall be entitled to all refunds of Taxes received
with respect to the Company for any Tax period ending on or prior to the Closing
Date, but if any amount of such refund is later determined to be repayable to
the appropriate taxing authority, such amount shall continue to be indemnifiable
under Section 10.4(a).

      (d) Standard shall have the right and responsibility to direct the
handling of matters related to Taxes of the Company for Tax Periods ending after
the Closing Date. Notwithstanding the previous sentence, Standard shall notify
the Shareholders, in writing, within ten (10) days of the receipt by Standard of
an assessment or proposed assessment that would result in the Shareholders owing
money to Standard under any indemnifications in this Agreement. Failure to give
such notice shall not affect Standard's rights to indemnification under this
Agreement except to the extent the Shareholders demonstrate that their rights
have been prejudiced as a result of such failure.

      (e) The Shareholders and Standard shall use their best efforts to provide
each other with such assistance as may reasonably be requested by any of them in
connection with Tax matters, including providing information with respect to the
preparation of any Tax Return or other document required to be filed by any
taxing authority, any audit or other examination by any taxing authority, any
judicial or administrative proceeding or dispute relating to liability for Taxes
or any claim arising under this Section 9.4 or Section 10.4, and each shall
retain and provide to the other access to such records and other information as
may be relevant to such Return, audit, examination, proceeding or determination.

      10. Indemnification; Remedies.

      10.1 Indemnification by the Shareholders.

            Except as otherwise expressly provided in this Section 10, the
Shareholders shall defend, indemnify and hold harmless Standard for, from and
against each and every demand, claim, loss (which shall include any diminution
in value), liability,


                                       18
<PAGE>

judgment, damage, cost and expense (including, without limitation, interest,
penalties, costs of preparation and investigation, and the reasonable fees,
disbursements and expenses of attorneys, accountants and other professional
advisors) (collectively, "Losses") imposed on or incurred by, directly or
indirectly, relating to, resulting from or arising out of any inaccuracy in any
representation or warranty in any respect, whether or not Standard relied
thereon, or any breach or nonfulfillment of any covenant, agreement or other
obligation of the Shareholders under this Agreement or any certificate or other
document delivered or to be delivered pursuant hereto; provided, however, that
the Shareholders shall have no liability under this Section 10.1 for any Loss
arising from any single matter described above unless and until the aggregate
amount of such Loss and Losses arising from all similar or related matters
exceeds $25,000, in which event the Shareholders shall be liable for all such
Losses.

      10.2 Indemnification by Standard.

            Except as otherwise expressly provided in this Section 10, Standard
shall defend, indemnify and hold harmless the Shareholders for, from and against
each and every demand, claim, loss (which shall include any diminution in
value), liability, judgment, damage, cost and expense (including, without
limitation, interest, penalties, costs of preparation and investigation, and the
reasonable fees, disbursements and expenses of attorneys, accountants and other
professional advisors) (collectively, "Losses") imposed on or incurred by,
directly or indirectly, relating to, resulting from or arising out of any
inaccuracy in any representation or warranty in any respect, whether or not the
Shareholders relied thereon, or any breach or nonfulfillment of any covenant,
agreement or other obligation of Standard under this Agreement or any
certificate or other document delivered or to be delivered pursuant hereto;
provided, however, that Standard shall have no liability under this Section 10.2
for any Loss arising from any single matter described above unless and until the
aggregate amount of such Loss and Losses arising from all similar or related
matters exceeds $25,000, in which event Standard shall be liable for all such
Losses.

      10.3 Notice and Defense of Third-Party Claims. If any action, claim or
proceeding shall be brought or asserted under this Section 10 against any
indemnified party or successor thereto (the "Indemnified Person") in respect of
which indemnity may be sought under this Section 10 from an indemnifying person
or any successor thereto (the "Indemnifying Person"), the Indemnified Person
shall give prompt written notice of such action or claim to the Indemnifying
Person who shall assume the defense thereof, including the employment of counsel
reasonably satisfactory to the Indemnified Person and the payment of all
expenses; except that any delay or failure to so notify the 


                                       19
<PAGE>

Indemnifying Person shall relieve the Indemnifying Person of its obligations
hereunder only to the extent, if at all, that it is prejudiced by reason of such
delay or failure. The Indemnified Person shall have the right to employ separate
counsel in any of the foregoing actions, claims or proceedings and to
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of the Indemnified Person unless both the Indemnified
Person and the Indemnifying Person are named as parties and the Indemnified
Person shall in good faith determine that representation by the same counsel is
inappropriate. In the event that the Indemnifying Person, within ten (10) days
after notice of any such action or claim, fails to assume the defense thereof,
the Indemnified Person shall have the right to undertake the defense, compromise
or settlement of such action, claim or proceeding for the account of the
Indemnifying Person, subject to the right of the Indemnifying Person to assume
the defense of such action, claim or proceeding with counsel reasonably
satisfactory to the Indemnified Person at any time prior to the settlement,
compromise or final determination thereof. Anything in this Section 10 to the
contrary not withstanding, the Indemnifying Person shall not, without the
Indemnified Person's prior written consent, settle or compromise any action or
claim or consent to the entry of any judgment with respect to any action, claim
or proceeding for anything other than money damages paid by the Indemnifying
Person. The Indemnifying Person may, without the Indemnified Person's prior
written consent, settle or compromise any such action, claim or proceeding or
consent to entry of any judgment with respect to any such action or claim that
requires solely the payment of money damages by the Indemnifying Person and that
includes as an unconditional term thereof the release by the claimant or the
plaintiff of the Indemnified Person from all liability in respect of such
action, claim or proceeding. As a condition to asserting any rights under this
Section 10, each of Standard's Indemnified Person must appoint Standard and each
of the Shareholders' Indemnified Person must appoint the Shareholders, as its
sole agent for all matters relating to any claim hereunder.

      11. Termination.

      11.1 Termination Events. Subject to the provisions of Section 11.2, this
Agreement may, by written notice given at or prior to the Closing Date in the
manner hereinafter provided, be terminated:

      (a) by either Standard or the Shareholders or the Company if a material
default or breach shall be made by the other party hereto with respect to the
due and timely performance of any of its covenants and agreements contained
herein, or with respect to the due compliance with any of its representations,
warranties or covenants, and such default cannot be cured prior to the Closing
Date and has not been waived;


                                       20
<PAGE>

      (b) (i) by Standard if all of the conditions set forth in Section 4 shall
not have been satisfied on or before Closing Date, other than through failure of
Standard to fully comply with its obligations hereunder, and shall not have been
waived by Standard on or before such date; or (ii) by the Shareholders and the
Company, if all of the conditions set forth in Section 5 shall not have been
satisfied on or before the Closing Date, other than through failure of the
Shareholders and the Company to fully comply with their obligations hereunder,
and shall not have been waived by the Shareholders and the Company on or before
such date;

      (c) by mutual consent of Standard and the Shareholders and the Company; or

      (d) by either Standard or the Shareholders and the Company if the Closing
shall not have occurred, other than through failure of any such party to fulfill
its obligations hereunder, on or before June 30, 1998 or such later date as may
be agreed upon by the parties.

      Each party's right of termination hereunder is in addition to any other
rights it may have hereunder or otherwise and the exercise of a right of
termination shall not be an election of remedies.

      11.2 Effect of Termination. In the event this Agreement is terminated
pursuant to Section 11.1, subject to Section 1.4, all further obligations of the
parties hereunder shall terminate, except that the obligations set forth in this
Section and Sections 9.1, 9.2 and 9.3 shall survive.

      12. Definitions. The following terms shall have the following meanings:

      12.1 "Affiliate" means (i) a corporation of which the Company owns
directly or indirectly less than fifty (50%) of the voting stock and (ii) any
joint venture or partnership (or equivalent legal entity under foreign law) in
which the Company has an interest in the earnings or capital or of which the
Company is a general partner.

      12.2 "Code" means the Internal Revenue Code of 1986, as amended.

      12.3 "Encumbrance" means any security interest, mortgage, lien, charge,
adverse claim or restriction of any kind, including, but not limited to, any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership.

      12.4 "Governmental Body" means any domestic or foreign national, state or
municipal or other local government or 


                                       21
<PAGE>

multinational body, any subdivision, agency, commission or authority thereof, or
any quasi-governmental or private body exercising any regulatory or taxing
authority thereunder.

      12.5 "Related Cost" means any liability, cost, expense (including, without
limitation, any reasonable expenses of investigation and attorneys' and
accountants' fees), loss, damage, assessment, settlement or judgment (other than
an item of Tax) which arises out of the imposition or assessment of any Tax.

      12.6 "Taxes" means all taxes, fees, levies, imposts, assessments or other
charges including, but not limited to, foreign, federal, state, county or local
income, profits, gross receipts, payroll, excise, property, sales, use,
employment, value added, unitary, capital, net worth, transfer, withholding and
franchise taxes and customs duties together with any penalties, interest and
additions to tax thereon or costs or expenses related thereto.

      12.7 "Tax Returns" means any return, report, information return,
questionnaire, declaration or other document (including any related or
supporting information) filed or required to be filed for any period with any
Governmental Body in connection with the determination, assessment or collection
of any Taxes or the administration of any laws, regulations or administrative
requirements relating to any Taxes (whether or not payment is required to be
made with respect to such document).

      13. Miscellaneous.

      13.1 Notices. Except as otherwise set forth herein, all notices given in
connection with this Agreement shall be in writing and shall be delivered either
by personal delivery, by telegram, telex, telecopy or similar facsimile means,
by certified or registered mail, return receipt requested, or by express courier
or delivery service, addressed to the parties hereto at the following addresses:

      If to the Company:
                        Barclay Investments, Inc.
                        c/o Andrew A. Levy, Esq.
                        46 Baldwin Farms North
                        Greenwich, Connecticut 06831

      If to Standard:
                        Standard Automotive Corporation
                        375 Park Avenue
                        Suite 2805
                        New York, New York 10152
                        Attention: Steven J. Merker

      If to the Shareholders:


                                       22
<PAGE>

                        Andrew A. Levy
                        46 Baldwin Farms North
                        Greenwich, Connecticut 06831

                        Farzana S. Habib
                        46 Baldwin Farms North
                        Greenwich, Connecticut 06831

                        Richard Friedman
                        c/o The Apmont Group, Inc.
                        500 Fifth Avenue
                        Suite 5520
                        New York, New York 10110

                        Jeffrey Markowitz
                        c/o The Apmont Group, Inc.
                        500 Fifth Avenue
                        Suite 5520
                        New York, New York 10110

                        Glenn Goldfinger
                        155 East 76th Street
                        New York, New York 10021

or at such other address and number as any of the parties shall have previously
designated by written notice given to the other parties in the manner
hereinabove set forth. Notices shall be deemed given when received, if sent by
telegram, telex, telecopy or similar facsimile means (confirmation of such
receipt by confirmed facsimile transmission being deemed receipt of
communications sent by telex, telecopy or other facsimile means); and when
delivered and receipted for (or upon the date of attempted delivery where
delivery is refused), if hand delivered, sent by express courier or delivery
service, or sent by certified or registered mail, return receipt requested.

      13.2 Waiver. The rights and remedies of the parties to this Agreement are
cumulative and not alternative. Neither the failure nor any delay on the part of
any party in exercising any right, power or privilege under this Agreement or
the documents referred to herein shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right, power or privilege preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. To the maximum extent permitted by applicable law, (i) no claim or
right arising out of this Agreement or the documents referred to herein can be
discharged by one party hereto, in whole or in part, by a waiver or renunciation
of the claim or right unless in writing signed by the other party hereto; (ii)
no waiver which may be given by a party hereto shall be applicable except in the
specific instance for which it is given; and (iii) no notice to or demand on one
party hereto shall be deemed to be a waiver of any obligation of such party or
of the right of the party giving such notice or 


                                       23
<PAGE>

demand to take further action without notice or demand as provided in this
Agreement or the documents referred to herein.

      13.3 Entire Agreement and Modification. This Agreement is intended by the
parties to this Agreement as a final expression of their agreement with respect
to the subject matter hereof, and is intended as a complete and exclusive
statement of the terms and conditions of that agreement. This Agreement may not
be modified, rescinded, or terminated orally, and no modification, rescission,
termination or attempted waiver of any of the provisions hereof (including this
Section) shall be valid unless in writing and signed by the party against whom
the same is sought to be enforced.

      13.4 Assignments. This Agreement shall apply to and be binding in all
respect upon, and shall inure to the benefit of, the successors and assigns of
the parties hereto. All parties to this Agreement shall have an absolute right
to assign all of their rights recited hereunder to a third party.

      13.5 Severability. In the event any provisions of this Agreement shall be
held invalid or unenforceable by any court of competent jurisdiction, such
holding shall not invalidate or render unenforceable any other provisions
hereof. Any provision of this Agreement held invalid or unenforceable only in
part or degree shall remain in full force and effect to the extent not held
invalid or unenforceable.

      13.6 Section Headings, Construction. The headings of articles and sections
contained in this Agreement are provided for convenience only. They form no part
of this Agreement and shall not affect its construction or interpretation. All
references to articles and sections in this Agreement refer to the corresponding
articles and sections of this Agreement. All words used herein shall be
construed to be of such gender or number as the circumstances require. Unless
otherwise specifically noted, the words "herein," "hereof," "hereby,"
"hereinabove," "hereinbelow," "hereunder," and words of similar import, refer to
this Agreement as a whole and not to any particular section, subsection,
paragraph, clause or other subdivision hereof.

      13.7 Parties in Interest. Nothing expressed or referred to in this
Agreement is intended or shall be construed to give any person or entity other
than the parties to this Agreement any legal or equitable right, remedy or claim
under or with respect to this Agreement, or any provision hereof, it being the
intention of the parties hereto that this Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this
Agreement, their successors and assigns, and for the benefit of no other person
or entity.


                                       24
<PAGE>

      13.8 Governing Law. This Agreement shall be governed by, and construed
under, the laws of the State of New York without regard to conflicts of laws,
all rights and remedies being governed by such laws.

      13.9 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this
Agreement, and all of which, when taken together, shall be deemed to constitute
but one and the same agreement.

      13.10 Conflicts. In the event there is any conflict in the terms and
conditions recited in this Agreement and the terms and conditions recited in
that certain Letter of Intent dated December 20, 1996 by and between Plaza
Limited and Standard, the terms and conditions of this Agreement shall control.

      IN WITNESS WHEREOF, the Shareholders, the Company and Standard have each
caused this Agreement to be executed as of the date first written above.

                                    STANDARD AUTOMOTIVE CORPORATION

                                    By:
                                       -----------------------------------------

                                    Name:
                                         ---------------------------------------

                                    Title:
                                          --------------------------------------


                                    BARCLAY INVESTMENTS, INC.

                                    By:
                                       -----------------------------------------

                                    Name:
                                         ---------------------------------------

                                    Title:
                                          --------------------------------------


                                  SHAREHOLDERS:


-------------------------------     --------------------------------------------
Andrew A. Levy                      Richard Friedman



-------------------------------     --------------------------------------------
Farzana S. Habib                    Jeffrey Markowitz



-------------------------------
Glenn Goldfinger


                                       25