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                                                                    EXHIBIT 10.2



                                SUPPLY CONTRACT


         This Supply Contract (this "Supply Contract") is made as of March 29,
2000 between Wire Harness Industries, Inc., a Delaware corporation with an
office and place of business at 101 South Hanley Road, Suite 400, St. Louis,
Missouri 63105 (hereinafter, together with its subsidiaries, "Harness" or
"Buyer") and International Wire Group, Inc., a Delaware corporation with an
office and place of business at 101 South Hanley Road, Suite 1050, St. Louis,
Missouri 63105 (hereinafter, "IWG" or "Seller").

                                  WITNESSETH:

         WHEREAS, the seller is engaged in the business of manufacturing,
distributing and selling wire for use in the appliance and other industries
(hereinafter, the "Business");

         WHEREAS, the seller and Viasystems International Inc. ("Viasystems")
have entered into a Stock Purchase Agreement (the "Stock Purchase Agreement")
dated as of today's date pursuant to which Viasystems has agreed to purchase
Wirekraft Industries, Inc. ("Wirekraft"), the parent company of Buyer and
Seller has agreed to sell Wirekraft.

         WHEREAS, in connection with such Stock Purchase Agreement, Buyer and
Seller desire to formalize the terms upon which Seller sells and Buyer
purchases insulated wire products for use in the present business conducted by
Buyer and any affiliate of Buyer (the "Present Business");

         WHEREAS, the Seller desires to sell and the Buyer desires to purchase
one hundred percent (100%) of the Buyer's requirements for Products, as defined
below, for the Present Business, all in accordance with the terms and
conditions hereinafter set forth.

         NOW, THEREFORE, in consideration of the foregoing, the representations
and agreements hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Seller and
the Buyer hereby mutually agree as follows:

                                ARTICLE I - TERM

1.1  The initial term of this Agreement (the "Initial Term") shall be from the
     date hereof (the "Effective Date") and shall continue in effect until the
     third anniversary of the Effective Date (the "Initial Termination Date").

1.2  This Supply Contract shall be automatically renewed for additional one year
     periods (each an "Option Term" and, the end of each such Option Term, an
     "Optional Termination Date"), unless Harness gives notice to IWG or IWG
     gives notice of its intention not to renew the Supply Contract at least six
     (6) months
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         prior to the Initial Termination Date or any Option Termination Date.
         The terms and conditions of this Supply Contract in any Option Term
         shall be the same as in the Initial Term.

                      ARTICLE II - PRODUCT/SPECIFICATIONS

2.1      The terms and conditions of this Supply Contract shall govern the
         purchase by Buyer from Seller of Wire, including the part numbers and
         specifications of which are listed on Exhibit A hereto which is, by
         this reference, incorporated herein, as amended from time to time
         (hereinafter "Existing Products(s)"), together with all Wire that is
         not an Existing Product, including Wire which results from a redesign,
         modification or enhancement of an Existing Product (the "Developed
         Product(s)" and, together with the Existing Products, the
         "Products(s)"). In the event that there are Developed Products which
         Buyer desires to purchase for the Present Business, Buyer shall give
         reasonably sufficient advance notice of its requirements for such
         Developed Products to Seller so that Seller can produce in a
         commercially reasonable time period a written production plan to
         demonstrate Seller's ability to supply such Developed Products for the
         Present Business. In the event that Seller can reasonably demonstrate
         to Buyer its ability to supply such Developed Products for the Present
         Business, the Developed Products will be included in this Agreement as
         Products and an initial price shall be established for such Developed
         Product, in writing, by the parties hereto. The parties shall establish
         such price based on a comparative analysis for such Developed Products,
         including without limitation, reference to the current prices charged
         hereunder for an Existing Product similar in design or application to
         the Developed Product with due consideration to any change in cost
         associated with the materials used in the Developed Product in relation
         to the Existing Product and any development cost associated with such
         Developed Product; provided however such prices shall not exceed prices
         based on competitive quotes.

                             ARTICLE III - QUANTITY

3.1      Except as otherwise provided herein, during the Initial Term and any
         Option Term of this Supply Contract, Buyer agrees to purchase from
         Seller, and Seller agrees to supply to Buyer, one hundred percent
         (100%) of Buyer's requirements of Products for the Present Business.
         Buyer's requirements of Products shall include Viasystems Group Inc.,
         and it's subsidiaries, ("Viasystems") to the extent such products are
         used in applications for the Present Business.

3.2      Buyer (on behalf of itself or Viasystems) reserves the right, but shall
         not be obligated, to purchase Products under this Agreement to supply
         all or part of the Product requirements outside the Present Business.

3.3      Buyer reserves the right to purchase Products from an alternate
         manufacturer for any of its locations for development and testing
         purposes only, provided that such Products are not used in Buyer's
         business for commercial resale.

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                                ARTICLE IV - PRICE

4.1  Unless otherwise agreed to by parties in writing all amounts invoiced and
     payable under this Supply Contract shall be paid in U.S. dollars and all
     amounts shall be due and payable by wire transfer of immediately available
     funds in 45 days from the date of shipment.

4.2  Within twenty (20) days of execution of this Supply Contract, Seller shall
     submit to Buyer a completed copy of all Existing Products by part number
     with copper weight per thousand feet, copper premiums per pound, compounds,
     (PVC, Silicones, XLPE) and packaging cost per shipping unit. Exhibit A
     shall assist Buyer in determining the validity of price for raw materials
     from Seller in accordance with Section 4.3 herein below during the Initial
     Term of this Supply Contract, as well as any Option Term. The Price for
     each Existing Product should be set forth as Exhibit B, attached hereto.

     The list of Developed Products that are hereinafter sold by Seller to Buyer
     in accordance with this Supply Contract shall be added to Exhibit A and the
     price for such Developed Products shall be added to Exhibit B.

4.3  During the initial Term and any Option Term of this Supply Contract, the
     price of Products shall be as set forth on Exhibit B (subject to the
     adjustments described in Sections 4.3.1, 4.3.2, and 4.3.3, 4.4 and 4.5
     hereof).

     4.3.1  Raw Material Price Adjustment. During the term of the Supply
            Contract, the price of Products shall be increased or decreased, as
            the case may be and from time to time, to reflect changes in the
            cost to Seller of each raw material (as hereinafter defined) to the
            extent, but not only to the extent, that such change exceeds 5%
            of the cost of such raw material as of January 1, 2000.

            For the purposes of this Supply Contract, the cost or price of "raw
            materials" shall include (i) the cost of any materials (other than
            copper) that are used to manufacture Wire, (ii) freight charges
            related to the transportation of such raw material, and (iii) any
            premium paid in connection with the acquisition of any raw material,
            including copper.

     4.3.2  Tax or Tariff Changes. In the event of any changes in the tax,
            tariff, surcharge or other similar charges (collectively, "Taxes")
            that are added by any governmental entity as of the date hereof in
            connection with the importation of raw material that increase or
            decrease the cost of such raw materials, then the price of Products
            shall be automatically increased or decreased, as the case may be,
            to reflect any such increase or decrease in Taxes incurred by
            Seller in connection with the importation of raw materials.
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     4.3.3  Copper Price Adjustments. During the term of this Agreement, the
            price of Wire will be adjusted on the 1st of each month to reflect
            the prior month's spot COMEX average cost per pound of High Grade
            Copper Cathode. The monthly adjustment will be based on the copper
            weight per pound for each number. The weight for each copper
            construction shall be as set forth in accordance with Exhibit A.

4.4  If at any time during the Initial Term or any Option Term of this Supply
     Contract, Seller provides more favorable terms for the Products to a
     customer other than Buyer, than those terms, including prices, which Buyer
     is receiving for the same Product pursuant to this Supply Contract, then
     (a) Seller will promptly notify Buyer and (b) so long as Buyer is in
     compliance with its obligations under this Supply Contract. Seller shall
     grant equally favorable terms, including prices, to Buyer as those granted
     to such other customer.

4.5  In the event that Buyer receives an offer from a viable source to supply
     similar Products of all types provided hereunder in similar quantities and
     at a lower total cost than that offered by Seller and under substantially
     similar terms as those offered by Seller in this Agreement, Buyer shall
     have the obligation to give Seller the option of meeting such lower total
     cost. In the event Seller does not meet such lower total cost, Buyer shall
     be allowed to terminate this Agreement or terminate its obligation to buy
     particular Products hereunder, with sixty (60) days written notification,
     without further obligation to Seller.

4.6  Freight Terms. The Freight terms under this Agreement unless otherwise
     changed by the parties hereto in writing, shall be as follows: FOB Buyers
     Dock, Henry Brennen Drive, El Paso, Texas.

                              ARTICLE V - DELIVERY

5.1  As of the Effective Date, Buyer Shall provide Seller with its good faith
     written 4-week rolling forecast by Plant of requirements for Products (the
     "Forecast"). Such Forecast shall be updated no less frequently than every
     week so that as of each update, the Forecast shall cover a 4-week period.

5.2  Buyer shall issue a purchase order (the "Purchase Order") to Seller
     covering all purchases of Products by Buyer pursuant to this Supply
     Contract and specifying a scheduled delivery date for the Products (the
     "Scheduled Delivery Date"), which such Scheduled Delivery Date shall be
     between two (2) and four (4) weeks after the date the Purchase Order is
     delivered, or as otherwise agreed by the parties to this Agreement in
     writing. Seller shall maintain a maximum lead time ("Lead Time") of four
     (4) weeks on all Products identified in Exhibit A hereto. Seller agrees to
     supply Products to Buyer within the Lead Time.
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5.3    Seller shall also use its reasonable best efforts to supply Products by
       the Scheduled Delivery Date. Seller must immediately advise Buyer
       details of its inability to supply Products by the Scheduled Delivery
       Date.

5.4    if, at any time, Seller is unable to meet Buyer's Scheduled Delivery
       Date and delivery requirements reflected in the Purchase Order, Buyer
       can elect to purchase the Products affected thereby from an alternate
       source. Seller should not reject a Scheduled Delivery Date which is
       requested by Buyer at in or after the Lead Time. If Seller is unable to
       meet Buyer's Scheduled Delivery Date which is requested by Buyer at or
       greater than the Lead Time, Buyer shall recover from the Seller any
       excess costs, expenses, or penalties incurred by Buyer, due to the
       failure by Seller to supply the Product by the Scheduled Delivery Date.

5.5    If Seller's acts or omissions result in Seller's failure to meet Buyer's
       Scheduled Delivery Date or delivery requirements for Products reflected
       in the Purchase Order and Buyer requires a more expeditious method of
       transportation for the Products than the transportation method
       originally specified, then Seller shall ship the Products as
       expeditiously as possible at Seller's sole expense.

5.6    Shipments shall be made both in quantities, rounded up to the nearest
       multiple of Seller's standard packaging quantity.

5.7    If Buyer's acts or omissions result in Seller's failure to meet Buyer's
       delivery requirements for Products reflected in the Purchase Order and
       Buyer requires a more expeditious method of transportation for the
       Products, other than the transportation method originally specified,
       then Seller shall ship the Products as expeditiously as possible at
       Buyer's sole expense.

5.8    Subject to Article XI hereof, if the material forecasted in accordance
       with Article 5.1 is not purchased in 60 days, the Seller will notify the
       Buyer and the Buyer will issue a purchase order to the Seller for this
       material within five (5) days from notification for immediate delivery.

                       ARTICLE VI - TECHNICAL ASSISTANCE

6.1    Upon request of Buyer, Seller agrees to provide reasonable technical
       assistance in reviewing the cause of any performance problems
       experienced by Buyer in any component, sub-assembly and final assembly
       that contains components produced using Seller's Products supplied
       pursuant to this Supply Contract; provided, however, that such
       performance problem is reasonably believed by Buyer to be caused by
       Seller's Products.

6.2    Seller agrees to use best efforts to provide resources to engineer,
       manufacture and provide to Buyer the most technically advanced, highest
       quality, and commercially competitive Product available in the wire
       industry.
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6.3    Seller shall assist Buyer's product engineering department with technical
       issues regarding Seller's current Products and shall provide any
       reasonable resources necessary to Buyer to resolve these issues.

                             ARTICLE VII - NOTICES

7.1    All notices required or permitted hereunder shall be in writing and
       shall be deemed to be properly given when personally delivered to an
       officer or designated representative of the party entitled to receive
       the notice or when sent by certified or registered first class mail,
       postage prepaid, or by telecopy, hand delivery, or overnight courier,
       properly addressed to the party entitled to receive such notice at the
       address stated below:

       If to Seller:

               International Wire Group, Inc.
               101 South Hanley Road, Suite 1050
               St. Louis, Missouri 63105
               Attn:  President and Chief Operating Officer
                      International Wire Group, Inc.

       If to Buyer:

               Wire Harness Industries, Inc.
               101 South Hanley Road, Suite 1050
               St. Louis, Missouri 63105
               Attn:  President, Wire Harness Industries, Inc.

                             ARTICLE VIII - QUALITY

8.1    Seller expressly warrants to Buyer and to purchasers of Buyer's Products
       that at the time of delivery the Products called for by this Supply
       Contract (including tooling, if any), or any Purchase Order pursuant
       hereto, will conform to the applicable specifications, and the drawings,
       samples and/or descriptions relating thereto, furnished to Seller from
       Buyer.

8.2    At all times, Seller expressly warrants that the Products called for by
       this Supply Contract, or any Purchase Order issued pursuant hereto, will
       be free from material defects in materials and workmanship.

8.3    Seller warrants that it will use its best efforts to ensure that all
       Products and/or services provided herein shall conform in all material
       respects to the Buyer's furnished specifications. Upon written request,
       Seller shall provide to Buyer copies of such documents and records
       reasonably requested by Buyer in order to verify compliance with this
       Supply Contract including this Section 9.3, provided, however, that
       Seller shall not be required to provide Buyer with any

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     documents or records that it determines in good faith to confidential and
     competitively sensitive or which would violate applicable Law.

8.4  If Seller provides Products to Buyer that do not conform to the Buyer's
     furnished specifications or are otherwise defective or do not conform to a
     Purchase Order issued pursuant to this Agreement, Buyer shall handle and
     be responsible for every claim of damage or injury that is based upon a
     breach of the foregoing warranty.

8.5  Seller agrees to use its best efforts to track claims of nonconforming
     Products, and to work with Buyer to reduce the numbers of such claims by
     improving the Products to eliminate defects and/or nonconformities.

                          ARTICLE IX - CONFIDENTIALITY

9.1  "Propriety Information" shall for the purpose of this Supply Contract,
     mean information disclosed by Buyer or Seller (the "Disclosing Party") to
     the other party (the "Receiving Party") and identified in writing or other
     tangible form at the time of disclosure or, within thirty (30) days of oral
     disclosure, as "Proprietary."

9.2  Except as required by law, judicial or governmental order, discovery
     request, other legal process or pronouncement or the rules of any national
     stock exchange or the Nasdaq Stock Market (collectively, "Law"), the
     Receiving Party shall protect as proprietary and keep confidential all
     Proprietary Information in accordance with the terms of this Article 9
     including, but not limited to, designs, processes, drawings,
     specifications, reports, data, terms and conditions and other technical or
     business information and the features of all parts, equipment, tools,
     gauges, patterns, and other items furnished or disclosed to the Receiving
     Party by the Disclosing Party (hereinafter referred to as "Proprietary
     Goods"). Unless otherwise provided herein or authorized by the Disclosing
     Party in writing, the Receiving Party shall use such Proprietary
     Information or Proprietary Goods, and the features thereof, only in the
     performance of its obligations under this Supply Contract.  Upon completion
     or termination of this Supply Contract, or any Purchase Order pursuant
     hereto, the Receiving Party shall, at the Disclosing Party's expense, make
     such disposition of all such Proprietary Information or Proprietary Goods
     as herein required or as may be subsequently requested by the Receiving
     Party, including, but not limited to, any studies, analyses, compilations,
     or other materials prepared in whole or in party based on said Proprietary
     Information or Proprietary Goods.

9.3  In protecting the Disclosing Party's Proprietary Information in accordance
     with Article 9.2 above, the Receiving Party agrees to exercise reasonable
     steps at the Disclosing Party's expense to safeguard the confidentiality of
     the Proprietary Information consistent with the steps the Receiving Party
     uses to safeguard its own information consistent with the steps the
     Receiving Party uses to safeguard its own information of like kind and,
     except as required by Law, not to disclose any part of it to any third
     person except to such of the Receiving Party's employees, advisors, counsel
     and other representatives as need to know such information for
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     the purpose of performing obligations under this Supply Contract and whom
     such party has directed to preserve the confidentiality of the Proprietary
     Information.

9.4  No right or license, either express or implied, under any patent,
     copyright, trade secret, for Proprietary Information, Proprietary Goods or
     other information is granted hereunder.

9.5  The obligations of this Article 9 shall survive the termination of this
     Supply Contract for a period of two (2) years following such termination.

9.6  The Article 9 shall not affect the Receiving Party's rights to use or
     disclose information:

     (a)  which is or may hereafter be in the public domain; or

     (b)  which the Receiving Party can show was known to it prior to the
          disclosure by the Disclosing Party pursuant to the terms of this
          Supply Contract; or

     (c)  which is disclosed to the Receiving Party by a third party and, to the
          knowledge of the Receiving party, was not disclosed by such third
          party in violation of any agreement between the Disclosing Party and
          such third party; or

     (d)  which is or may hereafter be disclosed by the Disclosing Party to a
          third party without similar restrictions on disclosure or use; or

     (e)  which is independently developed by the Receiving Party without the
          use of the Proprietary Information or Proprietary Goods; or

     (f)  which is required to be disclosed by Law, provided that notice of such
          disclosure is promptly provided to the Disclosing Party in order that
          it may have every reasonable opportunity to intercede in such process
          to contest such disclosure.

                            ARTICLE X - TERMINATION

10.1 In the event of a material breach of the terms of this Supply Contract by
     either party hereto, the non-defaulting party may notify the defaulting
     party of such default, specifying in reasonable detail the nature of such
     default. Upon receipt of such notice, the parties shall promptly meet and
     jointly develop, in good faith, a plan setting forth the steps to be
     implemented to enable the defaulting party to cure the default and
     prospectively comply with the terms and conditions of this Supply Contract,
     which plan shall include the time period for implementing such plan which
     shall in no even exceed 30 days (the "Action Plan"). If the defaulting
     party does not comply with the terms of the Action Plan within the time
     period(s) specified therein, the non-defaulting party may, in addition to
     any other rights and

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         remedies it may have at law or in equity, unless such default is cured
         within thirty (30) days of such party's failure to comply with the
         Action Plan, either (a) terminate the Supply Contract, or (b) if the
         material breach of this Supply Contract is due to Seller's failure to
         deliver certain Products in accordance herewith, cancel any Purchase
         Order or portion thereof relating to those Products and/or eliminate
         such Products from Buyer's purchase requirements pursuant to this
         Supply Contract.

10.2     Either party shall also have the right to immediately terminate this
         Agreement or any Purchase Order issued pursuant hereto without further
         cost or liability to such party in the event of (i) the appointment of
         a receiver or trustee for the other party, or (ii) the execution by the
         other party of any assignment for the benefit of creditors; provided,
         that the petition, appointment or assignment referenced in
         sub-paragraphs (i) through (ii) above is not vacated or nullified
         within fifteen (15) days of such event.

                  ARTICLE XI - CANCELLATION OF PURCHASE ORDER

11.1     Without limiting the generality of the foregoing, the Buyer may, by
         giving written notice to Seller, terminate any Purchase Order issued
         pursuant hereto, in whole or in part, if at any time Buyer's customers
         terminate a related agreement, Purchase Order with Buyer for any
         reason.

11.2     After Seller's receipt of such notice of termination, Seller shall
         immediately terminate all work under Buyer's Purchase Order. Buyer's
         liability to Seller with respect to such termination shall be limited
         to (x)(i). The purchase price set forth in this Supply Contract for
         Products not salable to Seller's other customers or useable in Seller's
         other operations in the ordinary course of business over a reasonable
         period of time, (ii) Seller's verifiable incurred manufacturing costs
         for work in process at the date of notice of termination (not to
         exceed the number of Products ordered and reflected in the Forecast
         through the manufacturing interval) and (iii) Seller's purchase price
         of raw material and components necessary through forecasted lead time,
         including finished goods inventory not returnable or useable in
         Seller's other operations in the ordinary course of business over a
         reasonable period of time, minus (y) any salvage value thereof.

11.3     Buyer shall have no obligation to Seller if Buyer terminates its
         purchase se of Seller's default in accordance with the provisions of
         Article 11 hereof.

                            ARTICLE XII - INSPECTION

12.1     Buyer and, if the face of any order issued pursuant hereto bears United
         States federal government prime contract number or the Buyer otherwise
         advises Seller of the existence of such contract, representatives of
         the United States federal government, shall have the right to inspect
         and test Seller's Manufacturing Facility, goods, materials and
         workmanship at reasonable times and places, and upon reasonable prior
         notice, including, when practicable, during manufacture;
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       and if any such inspection or test is made on the premises of Seller,
       Seller shall furnish without cost to Seller all reasonable existing
       facilities and assistance for a safe and convenient inspection or test.
       Buyer's inspection of the Products, whether during manufacture, prior to
       delivery or within a reasonable time after delivery, shall not
       constitute acceptance of any work-in-process or finished Products.

12.2   Notwithstanding prior inspection, payment for, or use of the Products,
       Buyer shall have the right to reject any of such Products which do not
       conform to the requirements of this Supply Contract within thirty (30)
       days from the date of delivery of the Products. All such rejected items
       shall be returned to seller. In the event that Buyer shall improperly
       return Products that conform in all material respects with the terms of
       this Supply contract, then Buyer shall pay all reasonable costs and
       expenses incurred by Seller in connection with such improper return by
       Buyer. Should Buyer in such case repair the Products, all terms and
       conditions set forth herein shall remain in full force and effect as to
       the Products furnished by Seller.

                       ARTICLE XIII - PACKAGING; SHIPPING

13.1   Seller agrees to (a) pack, label and ship Products in accordance with
       Buyer's standards, (b) make no charge for handling, packaging, storage,
       transportation or drayage of Products except as otherwise provided
       herein; and (c) provide with each shipment packing slips with Buyer's
       Purchase Order number marked thereon. Seller shall reimburse Buyer for
       all reasonable and foreseeable out-of-pocket expenses incurred by Buyer
       as a result of Seller's improper packing, labeling, routing or shipping.

13.2   The labels on each package and identification of the Products on packing
       slips, bills of lading and invoices shall be sufficient to enable Buyer
       to easily identify the Products purchased. Seller further agrees to
       promptly render, after delivery of Products or performance of services,
       correct and complete invoices to Buyer.

                      ARTICLE XIV - INFRINGEMENT INDEMNITY

14.1   As to any of the Products manufactured or supplied to a design or
       specification furnished by Buyer. Buyer shall indemnify and save
       harmless Seller, its subsidiaries, affiliates, controlling persons and
       successors from any claim, suit, demand, loss, damage, liability and
       expense (including reasonable attorneys fees) alleging that the same in
       and of itself infringes any United States or foreign patent, copyright,
       trademark, semiconductor ship product mask work right or any other
       proprietary right, except that the design or specification shall be
       deemed to be not furnished by Buyer if the subject matter giving rise to
       the claim of infringement either (a) was derived from, or selected by,
       the Seller, or (b) relates to materials, compositions, alloys or
       processes relating thereto. As to any of the Products manufactured or
       supplied other than to a design or specification furnished by Buyer,
       Seller shall indemnify and save harmless Buyer and its
<PAGE>   11
        successors from any claim, suit, cause of action, demand, loss, damage,
        liability and expense (including reasonable attorneys fees) alleging
        that any use or resale of the same in and of itself infringes, or
        constitutes inducement to infringe, any United States or foreign
        patent, copyright, trademark, semiconductor chip product mask work
        right or any other proprietary right, except that the design or
        specification shall be deemed to be not furnished by Buyer if the
        subject matter giving rise to the claim of infringement either (a) was
        derived from, or selected by, the Seller, or (b) relates to materials,
        compositions, alloys or processes relating thereto.

14.2    Upon the making of any claim indemnified hereunder, the commencement of
        any suit or action having basis in such claim, or a belief that such a
        claim is likely or imminent, the party against whom such claim is made,
        or suit or action commenced, shall promptly notify the other in writing,
        and the party required to assume liability therefor under the foregoing
        provisions shall promptly assume and diligently conduct the entire
        defense thereof, at its own cost and expense; provided, that the party
        not required to assume liability shall have the right, insofar as its
        interests are affected, at its sole election and at its own cost and
        expense, to request the court to permit it to intervene in any such suit
        or action or to cooperate in the defense thereof with the party required
        to assume liability, without releasing any obligation, liability or
        undertaking of the latter party.

                             ARTICLE XV - AMENDMENT

15.1    Except as otherwise provided herein, no modification of this Supply
        Contract or any Purchase Order issued pursuant hereto shall be binding
        on Seller or Buyer unless made by a formal written document (either a
        Change Notice, Supplement, or Purchase Order Amendment) signed by
        Buyer and Seller. The only representatives of Buyer empowered to direct
        changes or to agree to modifications of this Agreement are the
        respective President's of the Buyer and Seller. No recommendations or
        suggestions by Buyer or others to Seller shall be binding on Buyer
        unless made in accordance with this Article 15.

                            ARTICLE XVI - ASSIGNMENT

16.1    Except as otherwise provided herein, performance of this Supply
        Contract, or any Purchase Order issued pursuant hereto, and all
        obligations relating thereto, shall not be assigned or delegated by
        either party without the prior written consent of the other party, such
        consent not to be unreasonably withheld.

16.2    Claims for money due or to become due to Seller from Buyer arising out
        of this Supply Contract, or any Purchase Order issued pursuant hereto,
        may be assigned, But Buyer shall be under no obligation to pay the
        assignee unless and until Buyer shall have received, written notice of
        the assignment, a true copy of the instrument of assignment, suitable
        documentary evidence of Seller's authority so to assign, and a release
        from the Seller.

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16.3  Except as required by applicable Law, in no event shall copies of this
      Supply Contract, any Purchase Order issued pursuant hereto, or of any
      plans, specifications, or other similar documents relating to work under
      this Supply Contract be disclosed or furnished to any assignee or to any
      other person without the prior written consent of the Buyer.
      Notwithstanding any such assignment, Seller shall continue to be bound by
      the obligations of Article 9 hereof.

                           ARTICLE XVII - FORCE MAJEURE

17.1  Any delay or failure of either party to perform its obligations hereunder
      or under any Purchase Order issued pursuant hereto shall be excused if,
      and to the extent that it is caused by an event or occurrence beyond the
      reasonable control of the party and without its fault or negligence, such
      as, by way of example and not by way of limitation, acts of God, action by
      any governmental authority (whether valid or invalid), fires, floods,
      windstorms, explosions, urban disturbance and riots, natural disasters,
      wars, sabotage, or court injunction or order (a "Force Majeure
      Condition"); provided that written notice of such delay (including the
      anticipated duration of the delay) shall be given by the affected party to
      the other party within twenty-four (24) hours or as early as practicable
      taking into account the Force Majeure Condition. During the period of such
      delay or failure to perform by Seller, Buyer, at its option, may suspend
      this Supply Contract, purchase Products from other sources during such
      period, without any liability to Seller, or have Seller provide the
      Products from other sources in quantities and at times requested by Buyer
      and at the price set forth in this Supply Contract, plus any additional
      costs and expenses incurred by Seller in connection therewith as a result
      of the Force Majeure Condition. If requested by the Buyer, Seller shall,
      within twenty-four (24) hours of such request, provide reasonable
      assurance that the delay will cease within six (6) months. If Buyer cannot
      provide the Seller a reasonable assurance then the Buyer may immediately
      cancel the Agreement or any Purchase Order issued pursuant hereto without
      any further liability to Seller. In the event of any period that Seller is
      not supplying Buyer with Products due to a Force Majeure Condition, the
      Initial Term or any Option Term then in effect shall automatically be
      extended by such period.

                      ARTICLE XVIII - COMPLIANCE WITH LAWS;
                  COUNTRY OF ORIGIN INFORMATION; CERTIFICATION

18.1  In the performance of this Supply Contract, Seller shall comply in all
      material respects with all federal, state and local laws, ordinances,
      rules and regulations which may be applicable to Seller's performance of
      its obligations hereunder in the country to which Seller's Products are
      delivered to Buyer hereunder. Seller hereby certifies that the goods
      called for by this Supply Contract, or any Purchase Order issued pursuant
      hereto have been or will be produced in compliance in all material
      respects with such applicable laws or ordinances.
<PAGE>   13
18.2   Seller, upon written request, shall furnish any and all documents
       necessary for Buyer to obtain export credits and customs drawbacks and
       in Seller's possession and control. Seller also shall provide
       information and, if necessary, certify such information, as to the
       country of origin of the goods provided hereunder and the value added
       thereto in each country. Seller will provide such information with
       respect to the origin of the raw materials, place of processing, and
       assembly of any goods delivered hereunder so as to enable Buyer to
       certify such information under the law of the United Sates.

                 ARTICLE XIX - GOVERNMENT CONTRACT REQUIREMENTS

19.1   If this Supply Contract or any Purchase Order issued pursuant hereto is
       a subcontract, or a supply contract comprised solely of commercial items
       under a United States federal government prime contract as may, in some
       cases, be evidenced by the inclusion of a United States federal
       government prime contract, to be included in subcontracts or in supply
       contracts of this nature, are hereby incorporated in and made a part of
       this Supply Contract. The classification of a contract arising out of
       these terms and conditions, or the related Purchase Order, as one
       comprising commercial item(s) and the decision as to whether Seller is a
       subcontractor or supplier, for purposes of determining which U.S.
       Government Regulations apply, shall be that of the Buyer. Seller agrees
       to accept the inclusion of all applicable U.S. Government FAR and FAR's
       Supplemental Clauses.

19.2   Since the phraseology of the clauses incorporated above has been
       primarily designed for government prime contracts, words and phrases in
       the foregoing regulations importing the United States federal government
       or the prime contractor or their representatives shall, when a fair and
       reasonable interpretation of the context of this Supply Contract so
       requires in order to express properly the subcontract relationship, be
       deemed to refer to Buyer or Seller or their respective representatives;
       provided, however, that all references to "Government" in the patent
       clauses incorporated herein above shall refer only to the United States
       Government and all references to "Contacting Officer" in the clauses
       incorporated herein above shall refer to the Government Contacting
       Officer for the prime contact; provided, further that all references to
       the clause entitled "Disputes" shall be deemed deleted. Copies of such
       FAR clauses and information as to the Cognizant Contracting Officer
       shall be furnished by Buyer to Seller upon request.

                             ARTICLE XX - INSURANCE

20.1   Seller shall maintain insurance coverage in amounts not less than the
       following:

       20.1.1  Worker's Compensation - Statutory Limits for the state or states
               in which the work ordered under these terms and conditions is
               performed (or evidenced of authority and financial ability to
               self-insure);

<PAGE>   14
     20.1.2    Comprehensive General Liability Insurance (including
               Products/Completed Operations and Blanket Contractual Liability)
               in which the limit of liability for personal injury or for
               property damage shall be $1,000,000 per occurrence, or a combined
               single limit of $1,000,000 per occurrence for Personal Injury and
               Property Damage; and

     20.1.3    Automobile Liability Insurance (including owned, non-owned and
               hired vehicles) in which the limit of liability for personal
               injury or for property damage shall be $1,000,000 per occurrence,
               or combined single limits of $1,000,000 per occurrence for
               Personal Injury and Property Damage.

20.2 At Buyer's request in writing, Seller shall furnish to Buyer certificates
     of insurance setting forth the amount(s) of coverage, policy number(s) and
     details(s) of expiration for insurance maintained by Seller and, if further
     requested in writing by Buyer, such certificates will provide that Buyer
     shall receive thirty (30) days prior written notification from the insurer
     of any termination or reduction in the amount or scope of coverages.
     Seller's purchase of appropriate insurance coverage or the furnishing of
     certificates of insurance shall not release Seller of its obligations or
     liabilities under any Purchaser Order issued hereunder.

                          ARTICLE XXI - MISCELLANEOUS

21.1 Seller shall not, without first obtaining the written consent of Buyer, in
     any manner use any trademarks or trade name of Buyer in Seller's
     advertising or promotional materials.

21.2 In the event of any conflict between this Supply Contract and the
     provisions of any Purchase Order issued pursuant hereto, the terms of
     this Supply Contract shall govern.

21.3 Captions, as used herein, are for convenience or reference only and shall
     not be construed to limit or extend the language of the provisions to which
     such captions may refer.

21.4 The provisions of this Supply Contract, together with all exhibits,
     schedules and appendices hereto, constitute the complete and exclusive
     agreement between the parties hereto and supersede any and all previous
     communications, representations or agreements, whether oral or written,
     between the parties with respect to the subject matter hereof.

21.5 These terms and conditions hereof shall be governed by and construed in
     accordance with the laws of the State of Missouri. Buyer may, but is not
     obligated to, bring any action or claim relating to or arising out of this
     Supply Contract or any Purchase Order issued pursuant hereto in the
     appropriate state or federal court in Missouri, and the Seller hereby
     irrevocably consents to personal jurisdiction in any such court, hereby
     appointing the Secretary of State of the State of Missouri as its agent for
     receiving service of process.
<PAGE>   15
21.6      The failure of either party at any time to require performance by the
          other party of any provision of this Supply Contract or any Purchase
          Order placed by Buyer from time to time shall in no way affect the
          right of such party to require such performance at any time
          thereafter. Similarly, the wavier by either party of a breach of any
          provision of these terms and conditions or of any order placed by
          Buyer from time to time pursuant hereto shall not constitute a wavier
          of any succeeding breach of the same or any other provision.

21.7      Seller and Buyer are independent contracting parties and nothing in
          this Agreement or any Purchase Order issued pursuant hereto shall make
          either party the agent or legal representative of the other party for
          any purpose whatsoever, not does it grant either party any authority
          to assume or to create any obligation on behalf of or in the name of
          the party.

21.8      If any term of this Supply Contract or any Purchase Order issued
          pursuant hereto is invalid or unenforceable under any statue,
          regulation, ordinance, executive order, or other rule of law, such
          term shall be deemed reformed or deleted, but only to the extent
          necessary to comply with such statue, regulation, ordinance, executive
          order or other rule of law, and the remaining provisions of this
          Supply Contract, or any Purchase Order issued pursuant hereto, shall
          remain in full force and effect.

21.9      The Seller agrees that all chemical substances, as more fully defined
          in the Toxic Substances Control Act (TSCA), comprising or used in the
          manufacture of the Products ordered by Buyer are, to the best of
          Seller's knowledge, listed in the inventory complied under Section
          8(b) of TSCA and are not banned from commercial use under TSCA.

          Buyer shall have the right to visit and inspect Seller's Facility
          employed in the manufacture of Products to be delivered to Buyer's
          facility(s) during normal business hours and upon reasonable prior
          written notice to Seller.

            [The remainder of this page is intentionally left blank]
<PAGE>   16
          IN WITNESS WHEREOF, the parties hereto have made and executed this
Agreement as of the day and year first above written.


                                       WIRE HARNESS INDUSTRIES, INC.




                                       By: /s/ DAVID J. WEBSTER
                                           ----------------------------------
                                       Name: David J. Webster
                                             --------------------------------
                                       Title: Senior Vice President
                                              -------------------------------


                                       INTERNATIONAL WIRE GROUP, INC.




                                       By: /s/ DAVID J. WEBSTER
                                           ----------------------------------
                                       Name: David J. Webster
                                             --------------------------------
                                       Title: Senior Vice President
                                              -------------------------------

<PAGE>   17


                                                                       EXHIBIT A

        Copper Pounds
        -------------

1.          32.0500
2.          32.0500
3.         170.0000
4.          52.8700
5.          52.8700
6.           7.9700
7.          32.0500
8.          32.0500
9.          32.0500
10.         32.0500
11.         32.0500
12.         32.0500
13.         32.0500
14.         32.0500
15.         32.0500
16.         32.0500
17.         32.0500
18.         20.1600
19.         12.6900
20.          7.9700
21.          7.9700
22.         20.1600
23.         32.0500
24.         20.1600
25.         20.1600
26.         20.1600
27.         20.1600
28.         20.1600
29.         20.1600
30.         20.1600
31.         20.1600
32.         20.1600
33.         20.1600
34.         20.1600
35.         20.1600
36.         20.1600
37.         20.1600
38.         20.1600
39.         20.1600
40.         20.1600


<PAGE>   18


41.         20.1600
42.          5.0000
43.         12.6900
44.         12.6900
45.         12.6900
46.         12.6900
47.         12.6900
48.         12.6900
49.         12.6900
50.         12.6900
51.         12.6900
52.         12.6900
53.         12.6900
54.          7.9700
55.          7.9700
56.          7.9700
57.          7.9700
58.          7.9700
59.          7.9700
60.          7.9700
61.          7.9700
62.          7.9700
63.          7.9700
64.          7.9700
65.          7.9700
66.          7.9700
67.          7.9700
68.          7.9700
69.          7.9700
70.          7.9700
71.          7.9700
72.         15.9400
73.          5.0000
74.          5.0000
75.          5.0000
76.          5.0000
77.          5.0000
78.          5.0000
79.          5.0000
80.          5.0000
81.          5.0000
82.          5.0000
83.          5.0000
84.          5.0000


                                       2

<PAGE>   19


85.          5.0000
86.          5.0000
87.          5.0000
88.          5.0000
89.          5.0000
90.          5.0000
91.          5.0000
92.          5.0000
93.          5.0000
94.          5.0000
95.          5.0000
96.          5.0000


                                       3

<PAGE>   20


                                                                       EXHIBIT B

      Last Selling Price
      ------------------

1.          60.1400
2.          60.1400
3.         327.4100
4.         442.7100
5.         442.7100
6.          13.0000
7.          52.1400
8.          52.1400
9.          52.1400
10.         52.1400
11.         55.1200
12.         55.1200
13.         55.1200
14.         55.1200
15.         55.1200
16.         55.1200
17.         35.6000
18.         27.2700
19.         19.4400
20.         13.0200
21.         13.0200
22.         27.2700
23.         35.6000
24.         34.0900
25.         34.0900
26.         34.0900
27.         34.0900
28.         34.0900
29.         34.0900
30.         34.0900
31.         34.0900
32.         34.0900
33.         34.0900
34.         34.0900
35.         34.0900
36.         34.0900
37.         34.0900
38.         34.5400
39.         34.5400
40.         34.5400



<PAGE>   21


41.         34.5400
42.         21.8000
43.         22.5000
44.         22.5000
45.         22.5000
46.         22.5000
47.         22.5000
48.         21.2900
49.         30.7800
50.         30.7800
51.         38.5300
52.         38.0100
53.         38.0100
54.         15.5800
55.         15.5800
56.         15.5800
57.         15.5800
58.         15.5800
59.         15.5800
60.         15.5800
61.         15.5800
62.         15.5800
63.         23.3100
64.         23.0200
65.         41.9000
66.         41.9000
67.         25.1600
68.         25.1600
69.         25.1600
70.         25.1600
71.         25.1600
72.         72.5000
73.         11.3400
74.         11.3400
75.         11.3400
76.         19.6400
77.         11.3400
78.         11.3400
79.         11.3400
80.         11.3400
81.         11.3400
82.         11.3400
83.         11.3400
84.         11.3400


                                       2

<PAGE>   22


85.         11.3400
86.         11.3400
87.         11.3400
88.         18.3400
89.         18.3400
90.         18.3400
91.         18.3400
92.         10.0900
93.         10.1200
94.         10.1200
95.         10.1200
96.         10.1200



                                       3