SUBSCRIPTION AGREEMENT


                  SUBSCRIPTION AGREEMENT, dated as of _______________, 2005
(this "Agreement"), between Leo F. Mullin (the "Director Investor") and
Cooper-Standard Holdings Inc., a Delaware corporation (the "Company").

                  WHEREAS, on the terms and subject to the conditions set forth
below, the Director Investor desires to subscribe for and acquire from the
Company, and the Company desires to issue and sell to the Director Investor, the
number of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company set forth herein.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements set forth herein, the adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

                  1. Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

                  "Affiliate" of any Person means any other Person directly or
         indirectly controlling, controlled by or under common control with such
         Person. The term "control" means, with respect to any Person, the power
         to direct or cause the direction of the management or policies of such
         Person, directly or indirectly, whether through the ownership of voting
         securities, by contract or otherwise; and the terms "controlling" and
         "controlled" have meanings correlative to the foregoing.

                  "Agreement" has the meaning set forth in the preamble hereto.

                  "Assumption Agreement" means the Assumption Agreement,
         substantially in the form of Exhibit A hereto

                  "Business Day" means any day other than a Saturday, Sunday or
         day on which commercial banks in New York, New York are authorized or
         required by law to remain closed.

                  "Closing" has the meaning set forth in Section 3 below.

                  "Closing Date" has the meaning set forth in Section 3 below.

                  "Common Stock" has the meaning set forth in the preamble
         hereto.

                  "Company" has the meaning set forth in the preamble hereto.

                  "Director Investor" has the meaning assigned to such term in
         the preamble hereto.

                  "Governmental Body" means any government or governmental or
         regulatory body thereof, or political subdivision thereof, of any
         country or subdivision thereof, whether international, supranational,
         national, federal, state or local, or any agency or


                                                                               2


         instrumentality thereof, or any court or regulatory (including a stock
         exchange or other self-regulatory body) authority or agency.

                  "Person" means any individual, corporation, limited liability
         company, limited or general partnership, joint venture, association,
         joint-stock company, trust, unincorporated organization, government or
         any agency or political subdivisions thereof or any group comprised of
         two or more of the foregoing.

                  "Purchase Price" has the meaning set forth in Section 2 below.

                  "Registration Rights Agreement" means the Registration Rights
         Agreement, dated as of December 23, 2004, by and among the Company and
         each of the stockholders of the Company whose name appears on the
         signature pages listed therein.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Stockholders Agreement" means the Stockholders Agreement,
         dated as of December 23, 2004, by and among the Company and each of the
         stockholders of the Company whose name appears on the signature pages
         listed therein.

                  2. Subscription for and Purchase of the Common Stock. Pursuant
to the terms and subject to the conditions set forth in this Agreement, the
Director Investor hereby subscribes for and agrees to purchase, and the Company
hereby agrees to issue and sell to the Director Investor, on or within 90 days
following the date hereof, up to 2,500 shares of Common Stock (the "Shares") at
a purchase price per share equal to $100 per share (the "Purchase Price"). For
purposes of this Agreement, the purchase price per share shall be subject to
adjustment for any stock dividends, combinations, splits or the like subsequent
to the date hereof and prior to the Closing.

                  3. The Closing. The closing (the "Closing") of the issuance
and sale of the Shares shall take place on a mutually agreed upon date (the
"Closing Date ") on or within 90 days following the date hereof. The Closing
shall occur at the main offices of the Company, unless an alternative location
is mutually agreed upon. At the Closing, the following shall occur:

                  (a) the Director Investor shall deliver to the Company the
         Purchase Price payable by delivery to the Company of such amount by
         wire transfer of immediately available funds or a certified check
         payable to the Company as consideration for the Shares to be issued
         hereunder; and

                  (b) the Company shall duly issue the Shares to be received by
         the Director Investor pursuant to Section 2, and shall deliver to the
         Director Investor stock certificates representing the Shares purchased
         by the Director Investor.

                  4. Stockholders Agreement and Registration Rights Agreement.
On the Closing Date, the Director Investor shall execute and deliver the
Assumption Agreement. The Shares will be issued subject to the rights and
restrictions set forth in the Assumption Agreement and the Stockholders
Agreement and the Registration Rights Agreement, as set forth therein.

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                  5. Representations and Warranties of the Company. The Company
represents and warrants to the Director Investor as follows:

                  (a) (i) the Company is a corporation duly incorporated,
         validly existing and in good standing under the laws of the State of
         Delaware and has full corporate power and authority to execute and
         deliver this Agreement and to perform its obligations hereunder, and
         (ii) this Agreement has been duly authorized, executed and delivered by
         the Company and is valid, binding and enforceable against the Company
         in accordance with its terms;

                  (b) the Shares to be issued to the Director Investor pursuant
         to this Agreement, when issued and delivered in accordance with the
         terms hereof, will be duly and validly issued and, upon receipt by the
         Company of the Purchase Price therefor, will be fully paid and
         nonassessable with no personal liability attached to the ownership
         thereof and will not be subject to any preemptive rights and
         restrictions on transfer other than under applicable securities laws,
         the terms of this Agreement or the Stockholders Agreement;

                  (c) the execution, delivery and performance by the Company of
         this Agreement will not (i) conflict with the certificate of
         incorporation or by-laws of the Company, (ii) result in any material
         breach of any terms or provisions of, or constitute a material default
         under, any material contract, agreement or instrument to which the
         Company is a party or by which the Company is bound, (iii) violate any
         United States federal or state law, rule or regulation applicable to
         the Company or (iv) require any consent, waiver, approval, order,
         permit or authorization of, or declaration or filing with, or
         notification or report to, any Governmental Body; and

                  (d) the transactions contemplated by this Agreement do not
         violate any "blue sky" or other securities law of any jurisdiction or
         require the Company to file a registration statement with the SEC or
         apply to qualify any securities under the "blue sky" or other
         securities law of any jurisdiction.

                  6. Representations and Warranties of the Director Investor.
The Director Investor represents and warrants to the Company as follows:

                  (a) (i)(x) the Director Investor is over 21 years of age, (y)
         the address set forth in Section 9(a)(2) hereof is the true and correct
         address and residence of the Director Investor, and (z) the Director
         Investor has no current intention of becoming a resident of any other
         state or jurisdiction in the foreseeable future and (ii) this Agreement
         has been, duly authorized, executed and delivered by the Director
         Investor and is valid, binding and enforceable against the Director
         Investor in accordance with its terms;

                  (b) the execution, delivery and performance by the Director
         Investor of this Agreement will not (i) result in any material breach
         of any terms or provisions of, or constitute a material default under,
         any material contract, agreement or instrument to which the Director
         Investor is a party or by which the Director Investor is bound, (ii)
         violate any United States federal or state law, rule or regulation
         applicable to the Director Investor or (iii) except as set forth on
         Schedule 6(b), require any consent,


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         waiver, approval, order, permit or authorization of, or declaration or
         filing with, or notification or report to, any Governmental Body;

                  (c) the Director Investor is acquiring the Shares for
         investment solely for investment for its own account and not with a
         view to, or for sale in connection with, the distribution or other
         disposition thereof;

                  (d) the Director Investor has been advised by the Company
         that:

                           (i)      the offer and sale of the Shares have not
                                    been registered under the Securities Act;

                           (ii)     there is no established market for the
                                    Shares and it is not anticipated that there
                                    will be any public market for the Shares in
                                    the foreseeable future;

                           (iii)    Rule 144 promulgated under the Securities
                                    Act is not presently available with respect
                                    to the sale of any securities of the
                                    Company;

                           (iv)     when and if shares of the Shares may be
                                    disposed of without registration under the
                                    Securities Act in reliance on Rule 144, such
                                    disposition can be made only in limited
                                    amounts in accordance with the terms and
                                    conditions of Rule 144;

                           (v)      if the Rule 144 exemption is not available,
                                    the offer or sale of the Shares without
                                    registration will require compliance with
                                    some other exemption under the Securities
                                    Act;

                           (vi)     a restrictive legend in the form heretofore
                                    set forth in the Stockholders Agreement
                                    shall be placed on the certificates
                                    representing the Shares; and

                           (vii)    a notation shall be made in the appropriate
                                    records of the Company indicating that the
                                    Shares are subject to restrictions on
                                    transfer and, if the Company should at some
                                    time in the future engage the services of a
                                    securities transfer agent, appropriate
                                    stop-transfer instructions will be issued to
                                    such transfer agent with respect to the
                                    Shares.

                  (e) (i) the Director Investor's financial situation is such
         that it can afford to bear the economic risk of holding the Shares for
         an indefinite period of time, has adequate means for providing for its
         current needs and personal contingencies, and can afford to suffer a
         complete loss of its investment in the Shares; (ii) the Director
         Investor's knowledge and experience in financial and business matters
         are such that it is capable of evaluating the merits and risks of the
         investment in the Shares; (iii) the Director Investor understands that
         the Shares are a speculative investment which involves a high degree of
         risk of loss of its investment therein, there are substantial
         restrictions on the transferability of the Shares, and, on the Closing
         Date and for an indefinite period


                                                                               5


         following the Closing, there will be no public market for the Shares
         and, accordingly, it may not be possible for the Director Investor to
         liquidate its investment in case of emergency or otherwise; (iv) the
         Director Investor understands and has taken cognizance of all the risk
         factors related to the purchase of the Shares, and, other than as set
         forth in this Agreement, no representations or warranties have been
         made to the Director Investor or its representatives concerning the
         Shares or the Company or their prospects or other matters; (v) the
         Director Investor has been given the opportunity to examine all
         documents and to ask questions of, and to receive answers from, the
         Company and its representatives concerning the Company and its
         subsidiaries and the terms and conditions of the purchase of the Shares
         and to obtain all additional information which the Director Investor or
         its representatives deems necessary; (vi) in making its decision to
         purchase the Shares hereby subscribed for, the Director Investor has
         relied upon independent investigations made by it and, to the extent
         believed by it to be appropriate, its representatives, including its
         own professional, financial, tax and other advisors; and (vii) the
         Director Investor is an "accredited investor" within the meaning of
         Rule 501 of Regulation D under the Securities Act.

                  (f) The Director Investor has an understanding of the Company
         and its business. The Director Investor has been given the opportunity
         to obtain any additional information or documents (and to ask questions
         and receive answers about such information and documents) about the
         Company and its business which the Director Investor deems necessary to
         evaluate the merits and risks related to its investment in the shares
         of Common Stock.

                  7. Covenants of the Company and the Director Investor.

                  (a) Further Assurances. Each of the parties shall, and shall
         cause their respective Affiliates under their control to, execute such
         instruments and take such action as may be reasonably required or
         desirable to carry out the provisions hereof and the transactions
         contemplated hereby.

                  8. Condition Precedent to Closing. The obligations of the
Company and the Director Investor to consummate the Closing are subject to the
satisfaction or written waiver by both the Company and the Director Investor on
or prior to the Closing Date of the following condition:

                  (i)      no laws shall have been adopted or promulgated, and
                           no temporary restraining order, preliminary or
                           permanent injunction or other order issued by a court
                           or other Governmental Body of competent jurisdiction
                           shall be in effect, having the effect of making the
                           purchase of the Shares by the Director Investor and
                           the other transactions contemplated hereby illegal or
                           otherwise prohibiting consummation thereof.

                  9. Miscellaneous.

                  (a) Notices. All notices and other communications required or
         permitted hereunder shall be in writing and shall be deemed effectively
         given: (a) upon personal


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         delivery to the party to be notified; (b) when sent by confirmed
         facsimile if sent during normal business hours of the recipient, if
         not, then on the next Business Day, provided that a copy of such notice
         is also sent via nationally recognized overnight courier, specifying
         next day delivery, with written verification of receipt; (c) five (5)
         days after having been sent by registered or certified mail, return
         receipt requested, postage prepaid; or (d) one (1) Business Day after
         deposit with a nationally recognized overnight courier, specifying next
         day delivery, with written verification of receipt. All communications
         shall be sent to such party's address as set forth below or at such
         other address as the party shall have furnished to each other party in
         writing in accordance with this provision:

                  (1) If to the Company:

                  Cooper-Standard Holdings Inc.
                  c/o   Cooper-Standard Automotive Inc.
                  39550 Orchard Hill Place Drive
                  Novi, MI 48375
                  Attn:   General Counsel
                  Telecopy:  (248) 596-6535

                  with a copy to:

                  Simpson Thacher & Bartlett LLP
                  425 Lexington Avenue
                  New York, New York  10017
                  Attn:    William E. Curbow
                  Telecopy: (212) 455-2502

                  (2) If to the Director Investor:

                  Leo F. Mullin
                  710 Fairfield Rd., N.W.
                  Atlanta, GA  30327
                  Telecopy:  (404) 949-0520

                  Any party may, by notice given in accordance with this Section
9(a), designate another address or person for receipt of notices hereunder.

                  (b) Amendment and Waiver.

                  (i)      No failure or delay on the part of any party hereto
                           in exercising any right, power or remedy hereunder
                           shall operate as a waiver thereof, nor shall any
                           single or partial exercise of any such right, power
                           or remedy preclude any other or further exercise
                           thereof or the exercise of any other right, power or
                           remedy. The remedies provided for herein are
                           cumulative and are not exclusive of any remedies that
                           may be available to the parties hereto at law, in
                           equity or otherwise.

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                  (ii)     Any amendment, supplement or modification of or to
                           any provision of this Agreement, any waiver of any
                           provision of this Agreement, and any consent to any
                           departure by any party from the terms of any
                           provision of this Agreement, shall be effective
                           against a party to this Agreement only if it is made
                           or given in writing and signed by such party.

                  (c) Specific Performance. Each party hereto acknowledges that
         money damages would not be an adequate remedy in the event that any of
         the covenants or agreements in this Agreement are not performed in
         accordance with its terms, and it is therefore agreed that in addition
         to and without limiting any other remedy or right it may have, the
         non-breaching party will have the right to an injunction, temporary
         restraining order or other equitable relief in any court of competent
         jurisdiction enjoining any such breach and enforcing specifically the
         terms and provisions hereof.

                  (d) Headings. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (e) Severability. Whenever possible, each provision of this
         Agreement shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Agreement is
         held to be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this Agreement shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

                  (f) Entire Agreement. Except as otherwise expressly set forth
         herein, this Agreement together with the Stockholders Agreement and the
         Registration Rights Agreement embodies the complete agreement and
         understanding among the parties hereto with respect to the subject
         matter hereof and supersedes and preempts any prior understandings,
         agreements or representations by or among the parties, written or oral,
         that may have related to the subject matter hereof in any way.

                  (g) Expenses. Each of the parties hereto shall bear its own
         expenses (including fees and disbursements of counsel, accountants and
         other experts) incurred by it in connection with the preparation,
         negotiation, execution, delivery and performance hereof, each of the
         other documents and instruments executed in connection herewith or
         contemplated hereby and the consummation of the transactions
         contemplated hereby and thereby.

                  (h) GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL. THIS
         AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
         OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
         PERFORMED ENTIRELY WITHIN SUCH STATE. Any claim arising out of or
         relating to this Agreement may be instituted in Federal or State court
         in the State of New York (unless personal or subject matter
         jurisdiction cannot be obtained therein), and each party agrees not to
         assert, by way of motion, as a defense or otherwise, in any such claim,
         that it is not


                                                                               8


         subject personally to the jurisdiction of such court, that the claim is
         brought in an inconvenient forum, that the venue of the claim is
         improper or that this Agreement or the subject matter hereof may not be
         enforced in or by such court. Each party further irrevocably submits to
         the jurisdiction of such courts in any such claim. Any and all service
         of process and any other notice in any such claim shall be effective
         against any party if given personally or by registered or certified
         mail, return receipt requested, or by any other means of mail that
         requires a signed receipt, postage prepaid, mailed to such party as
         herein provided. Nothing herein contained shall be deemed to affect the
         right of any party to serve process in any manner permitted by law or
         to commence legal proceedings or otherwise against any other party in
         any other jurisdiction.

                  (i) No Recourse. Notwithstanding anything else that may be
         expressed or implied in this Agreement, the Director Investor hereby
         covenants, agrees and acknowledges that no recourse under this
         Agreement or any documents or instruments delivered in connection with
         this Agreement or any of the transactions contemplated hereby shall be
         had against any current or future director, officer, employee, general
         or limited partner, member or Affiliate (including The Cypress Group
         L.L.C. and GS Capital Partners 2000, L.P.) of the Company or of any of
         the foregoing, whether by the enforcement of any assessment or by any
         legal or equitable proceeding, or by virtue of any statute, regulation
         or other applicable law, it being expressly agreed and acknowledged
         that no personal liability whatsoever shall attach to, be imposed on or
         otherwise be incurred by any current or future officer, agent or
         employee of the Company or any current or future stockholder of the
         Company or any current or future director, officer, employee, general
         or limited partner, member or Affiliate (including The Cypress Group
         L.L.C. and GS Capital Partners 2000, L.P.) of any of the foregoing, as
         such, for any obligation of the Company under this Agreement or any
         documents or instruments delivered in connection with this Agreement or
         any of the transactions contemplated hereby or for any claim based on,
         in respect of or by reason of such obligations of the Company or their
         creation.

                  (j) Successors and Assigns. This Agreement shall be binding
         upon and inure to the benefit of the parties and their respective
         permitted successors and assigns, including Permitted Transferees (as
         defined in the Stockholders Agreement) of the Director Investor. Unless
         otherwise specifically provided for herein, this Agreement is not
         assignable.

                  (k) Counterparts; Facsimile Signatures. This Agreement may be
         executed in any number of counterparts, each of which shall be an
         original, but all of which together shall constitute one instrument.
         This Agreement may be executed by facsimile signature(s).

                  [Remainder of page left intentionally blank]






                  IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Agreement on the date first written above.


                                         COOPER-STANDARD HOLDINGS INC.


                                         By:
                                            ------------------------------
                                            Name:
                                            Title:



                                         ---------------------------------
                                         Leo F. Mullin










                                                                       Exhibit A

                              ASSUMPTION AGREEMENT

                  Pursuant to the Stockholders Agreement, dated as of December
23, 2004 (the "Stockholders Agreement"), by and among Cooper-Standard Holdings
Inc. (f/k/a CSA Acquisition Corp.), a Delaware corporation (the "Company"), and
each of the stockholders of the Company whose name appears on the signature
pages listed therein (each, a "Stockholder" and collectively, the
"Stockholders"), and the Registration Rights Agreement, dated as of December 23,
2004, by and among the Company and the Stockholders, the undersigned hereby
agrees that, having been issued Common Stock and granted stock options to
purchase shares of Common Stock, the undersigned hereby agrees to be a party to
the Stockholders Agreement and the Registration Rights Agreement and agrees to
be bound by the provisions thereof (including with respect to shares of Common
Stock issued or options granted following the date hereof), in all cases having
the status a Stockholder who is a Director Stockholder . Such agreement shall
become effective with respect to any shares of Common Stock hereafter acquired
by the undersigned by exercise of options or otherwise. Capitalized terms used
but not defined herein shall have the meanings assigned to them in the
Stockholders Agreement.

                  IN WITNESS WHEREOF, the undersigned has executed this
Assumption Agreement as of __________ __, 2005.

                                          LEO F. MULLIN

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

                                          Address:
                                                  --------------------------

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

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

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

                                          Telecopy: (___) ___-____

Acknowledged by:

COOPER-STANDARD HOLDINGS INC.


By:
   --------------------------
     Name:
     Title: