<PAGE>


                             NINETEENTH AMENDMENT TO
                    AMENDED AND RESTATED CREDIT AGREEMENT AND
                               AMENDMENT AGREEMENT


         This Nineteenth Amendment to Amended and Restated Credit Agreement and
Amendment Agreement (this "Amendment" or this "Nineteenth Amendment") is entered
into effective December 19, 2003 between Bank One, NA (successor by merger to
Bank One, Michigan), with its main office in Chicago, Illinois ("Bank One"), PNC
Bank, National Association (collectively with Bank One, the "Banks"), with Bank
One as agent for the Banks (the "Agent"), Owosso Corporation, Ahab Investment
Company, SMX Liquidation Corp., Inc., f/k/a Snowmax Incorporated, Stature
Electric, Inc. ("Stature"), Owosso Motor Group, Inc., and Owosso-Delaware, Inc.,
f/k/a Cramer Company (collectively, the "Borrowers").

                                    RECITALS

         This Amendment is based on the following recitals ("Recitals"), which
are incorporated into and made a part of this Amendment:

         1. The Banks and the Borrowers are parties to an Amended and Restated
Credit Agreement dated as of January 22, 1999, as amended by a First Amendment
to Amended and Restated Credit Agreement dated as of June 14, 2000, a Second
Amendment to Amended and Restated Credit Agreement dated as of September 28,
2000, a Third Amendment to Amended and Restated Credit Agreement, Revolving
Credit Note, Amended and Restated Pledge Agreement and Security Agreement dated
effective as of October 29, 2000, a Fourth Amendment to Amended and Restated
Credit Agreement, Revolving Credit Notes and Security Agreement dated as of
November 30, 2000, a Fifth Amendment to Amended and Restated Credit Agreement,
Revolving Credit Notes, Amended and Restated Pledge Agreement and Security
Agreement dated January 24, 2001, an Amendment Agreement dated February 12, 2001
(as amended, and as may be further amended, the "Amendment Agreement"), a
Seventh Amendment to Amended and Restated Credit Agreement dated as of May 9,
2001, an Eighth Amendment to Amended and Restated Credit Agreement and Amendment
Agreement dated as of July 31, 2001, a Ninth Amendment to Amended and Restated
Credit Agreement and Amendment Agreement dated January 7, 2002, a Tenth
Amendment to Amended and Restated Credit Agreement and Amendment Agreement dated
February 7, 2002, an Eleventh Amendment to Amended and Restated Credit Agreement
and Amendment Agreement dated May 16, 2002, a Twelfth Amendment to Amended and
Restated Credit Agreement and Amendment Agreement as of July 8, 2002, a
Thirteenth Amendment to Amended and Restated Credit Agreement, Amendment
Agreement, Amended and Restated Pledge Agreement and Security Agreement dated
July 30, 2002, a Fourteenth Amendment to Amended and Restated Credit Agreement
and Amendment Agreement dated effective as of September 30, 2002, a Fifteenth
Amendment to Amended and Restated Credit Agreement and Amendment Agreement dated
October 27, 2002, a Sixteenth Amendment to Amended and Restated Credit Agreement
and Amendment Agreement dated December 13, 2002, a Seventeenth Amendment to
Amended and Restated Credit Agreement and Amendment Agreement (the "Seventeenth
Amendment") dated on or about April 10, 2003, an Eighteenth Amendment to Amended
and Restated Credit Agreement and Amendment Agreement dated September 10, 2003
(the "Eighteenth Amendment"), (as amended, including as amended by the Amendment
Agreement, and as may be further amended, the "Loan Agreement") and two
Revolving Credit Notes dated on or about December 13, 2002 each running in favor
of one of the Banks (the "Notes") as well as various other documents executed
previously, simultaneously therewith or subsequently pursuant to or in
connection with the Loan Agreement (all of the foregoing, including the Loan
Agreement, as amended by this Nineteenth Amendment, are collectively referred to
as the "Loan Documents"). Capitalized terms used but not defined in this
Nineteenth Amendment have the same meanings as in the Amendment Agreement.

                                       1
<PAGE>

         2. DWZM, Inc. and AAC Liquidation Corp., Inc., f/k/a Astro Air Coils,
Inc. (collectively, the "Dissolved Borrowers") were Borrowers under the Loan
Documents. Both of the Dissolved Borrowers have had their corporate existences
dissolved in accordance with the laws of their respective states of
incorporation and no longer exist.

         3. Each Party acknowledges and agrees that (i) the Amendment Agreement
is in full force and effect, as amended and supplemented by the Loan Documents;
(ii) the Banks have fully performed all of their obligations under the Loan
Documents (including the Amendment Agreement); (iii) the Banks have no
obligation to continue to lend to Borrowers or to forbear from enforcing their
rights and remedies beyond the Forbearance Period (as extended by the
Seventeenth Amendment); and (iv) the Banks have made no representations of any
nature or kind that funding in any amount will continue, or that the Forbearance
Period will be extended beyond the expiration thereof.

         4. Each Party represents and warrants to the Banks that it has received
direct and substantial economic benefit from all of the Obligations and that it
will continue to receive direct and substantial economic benefit from such loans
from the Agent and/or any of the Banks, and from any other loans made or which
may be made in the future to any of the Borrowers by the Agent, the Banks or any
of them.

         5. Under the terms of the Seventeenth Amendment, the Parties set
various financial covenants and required reductions of the Commitments based on
Stature's projected performance for 2003. The Parties are in default of the
financial covenant and did not meet the October 31, 2003 stepdown in the
Commitment and therefore in default under the Amendment Agreement, the Loan
Agreement and the Loan Documents, but the Parties believe they will be able to
satisfy the Obligations in full on or before March 31, 2004. The Parties have
asked the Banks to waive the forgoing defaults, and extend the Forbearance
Period and the Termination Date on the terms and conditions described in this
Amendment.

         6. Subject to the terms and conditions of this Nineteenth Amendment,
and in reliance on the Parties' agreements, acknowledgments, representations,
and warranties in this Nineteenth Amendment, the Banks have agreed to waives
certain defaults for a limited time, and forbear from enforcing their rights and
remedies on account of the Specified Defaults, the New Defaults and the
Additional Defaults under the Loan Documents and applicable law, as set forth
below.

                                    AGREEMENT

         Based on the foregoing Recitals (which are incorporated herein as
representations, warranties, acknowledgments and agreements of the parties, as
the case may be) and for other good and valuable consideration, the receipt and
adequacy of which is mutually acknowledged by the parties hereto, Borrowers and
Banks agree as follows:

                                       2
<PAGE>

A.       For the period from the date of this Amendment through the earlier of
         (i) January 31, 2004 or (ii) the occurrence of a default or an Event of
         Default under the Loan Documents (the "Waiver Period") the Banks waive
         the Second Additional Defaults, Borrowers' compliance with the EBITDA
         covenant contained in Section 7(f) of the Amendment Agreement for each
         month through and including January 31, 2004, and the Borrowers'
         failure to make the $250,000 Mandatory Reduction to the Commitments on
         October 31, 2003, (collectively, the "Third Additional Defaults"). The
         Waiver Period may be extended or expanded by the Banks at any time in
         their sole discretion by providing written notice to Borrowers. The
         fact that the Banks have waived the Second Additional Defaults and the
         Third Additional Defaults during the Waiver Period is not an agreement
         by the Banks to waive any other defaults or to waive the Second
         Additional Defaults or the Third Additional Defaults during any other
         time periods.

B.       The definition of "Termination Date" in Section 1.1 of the Loan
         Agreement is amended to revise the reference to "December 31, 2003" to
         instead read "March 31, 2004".

C.       Section 1 of the Amendment Agreement is amended to change the date of
         the Forbearance Period from "December 31, 2003" to "March 31, 2004".

D.       Simultaneously with the execution of this Amendment Borrowers must pay
         a $15,000 amendment fee to the Agent for the ratable benefit of the
         Banks, which fee is fully earned by the Banks when they execute this
         Amendment.

E.       From and after the date of this Amendment, references in the Loan
         Documents (i) to the Loan Agreement are to be treated as referring to
         the Loan Agreement, as amended by this Amendment, (ii) to the Amendment
         Agreement are to be treated as referring to the Amendment Agreement, as
         amended by this Amendment; and (iii) to "obligations", "Obligations"
         and "liabilities" are to be treated as referring to all indebtedness
         and obligations referred to in this Nineteenth Amendment or the Loan
         Documents.

F.       Subsequent to execution and delivery of this Amendment, Borrowers must
         cause to be executed and delivered to the Banks such financing
         statements, resolutions and other agreements that the Banks may
         reasonably require to effectuate the transactions contemplated by this
         Amendment. Borrowers must continue to pay all costs and expenses
         (including reasonable attorneys' fees) incurred by the Banks in
         accordance with the terms of the Loan Documents, including the
         Amendment Agreement. Additionally, on or before January 15, 2004, the
         Borrowers will provide to Bank One evidence of insurance covering all
         of the assets of the Borrowers naming the Agent, for the benefit of the
         Banks, as lender loss payee and mortgagee payee, as appropriate, and
         otherwise in form and substance acceptable to the Agent in its sole
         discretion.

G.       Each Borrower expressly acknowledges and agrees that (i) each Borrower,
         jointly, jointly and severally, and severally remains liable for any
         and all obligations and indebtedness under the Loan Documents and (ii)
         except to the extent heretofore released, all collateral security and
         security interests, liens, pledges, and mortgages heretofore or
         hereafter granted the Banks under the Loan Documents, extend to and
         cover all of each Borrower's obligations to the Banks, now existing or
         hereafter arising including, without limitation, those arising in
         connection with this Amendment and under all guaranty agreements now or
         in the future given by any Borrower in either Bank's favor, each
         Borrower's present and future obligations to the Banks under foreign
         exchange contracts, derivatives or hedging transactions, including but
         not limited to interest rate, commodity, currency, or credit swaps or
         options that may be provided from time to time by the Banks to the
         Borrowers, all of which security interests, liens, pledges, and
         mortgages are ratified, reaffirmed, confirmed and approved.

                                       3
<PAGE>

H.       There are no promises or inducements which have been made to any
         signatory hereto to cause such signatory to enter into this Nineteenth
         Amendment other than those which are set forth in this Nineteenth
         Amendment.

I.       Reservation of Rights.

         (a)   The Amendment Agreement grants a limited forbearance until the
               expiration of the Forbearance Period on the terms and conditions
               set forth in the Amendment Agreement (as amended by this
               Nineteenth Amendment) and a limited waiver of the Second
               Additional Defaults and the Third Additional Defaults through the
               Waiver Period. Except as provided in the immediately preceding
               sentence and notwithstanding anything to the contrary in this
               Nineteenth Amendment or the Amendment Agreement, all of the
               Banks' rights and remedies with respect to the Parties are
               expressly reserved. Likewise, except for the waiver of the Second
               Additional Defaults and the Third Additional Defaults during the
               Waiver Period, nothing herein shall be deemed to constitute a
               waiver of any default existing as of the date hereof or new
               Events of Default or defaults or shall in any way prejudice the
               rights and remedies of the Banks under the Loan Documents
               (including the Amendment Agreement) or applicable law. Further,
               the Banks shall have the right to waive any conditions set forth
               in this Nineteenth Amendment or the Loan Documents, in their sole
               discretion, and any waiver shall not prejudice, waive or reduce
               any other right or remedy which the Banks may have against the
               Parties or any of them. However, the Parties agree that no waiver
               by the Banks of any right or condition of this Nineteenth
               Amendment or the Loan Documents shall be effective unless
               contained in a writing signed by an authorized agent of the Agent
               or each of the Banks, as appropriate.

         (b)   ANYTHING CONTAINED IN THIS NINETEENTH AMENDMENT OR IN ANY OTHER
               AGREEMENT TO THE CONTRARY NOTWITHSTANDING, NOTHING CONTAINED IN
               THIS NINETEENTH AMENDMENT OR IN ANY OTHER AGREEMENT SHALL IN ANY
               WAY RESTRICT OR PROHIBIT THE BANKS' RIGHT TO BLOCK, STOP OR
               PROHIBIT PAYMENTS TO ANY SUBORDINATED CREDITOR

J.       Each Borrower represents and warrants to the Banks that:

         (1) (a) The execution, delivery and performance of this Amendment by
the Borrowers and all agreements and documents delivered by Borrowers in
connection with this Amendment have been duly authorized by all necessary
corporate or other organizational action and does not and will not require any
consent or approval of its stockholders or members, violate any provision of any
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award presently in effect having applicability to it or of its articles of
incorporation, articles of organization, or bylaws, or result in a breach of or
constitute a default under any indenture or loan or credit agreement or any
other agreement, lease or instrument to which any Borrower is a party or by
which it or its properties may be bound or affected.

                   (b) No authorization, consent, approval, license, exemption
         of or filing a registration with any court or governmental department,
         commission, board, bureau, agency or instrumentality, domestic or
         foreign, is or will be necessary to the valid execution, delivery or
         performance by Borrowers of this Amendment and all agreements and
         documents delivered in connection with this Amendment.

                                       4
<PAGE>

                   (c) This Amendment and all agreements and documents delivered
         by Borrowers in connection with this Amendment are the legal, valid and
         binding obligations of each Borrower enforceable against it in
         accordance with the terms thereof.

         (2) After giving effect to the amendments contained in this Amendment,
all of the representations and warranties contained in the Loan Documents other
than those set forth in Section 4.6 thereof are true and correct in all material
respects on and as of the date hereof with the same force and effect as if made
on and as of the date hereof.

         (3) Each Borrower's interim financial statements furnished to the
Banks, fairly present such Borrower's financial condition as of such dates and
the results of such Borrower's operations for the periods indicated. The
Borrowers' consolidated financial statements have been prepared in accordance
with generally accepted accounting principles applied on a consistent basis, and
since the date of the last such financial statement there has been no material
adverse change in such financial condition.

         (4) Except for the Specified Defaults, the New Defaults, the Additional
Defaults, the Second Additional Defaults, and the Third Additional Defaults such
Borrower has duly and properly performed, complied with and observed each of its
covenants, agreements, and obligations contained in the Loan Documents.

         (5) Any party executing this Nineteenth Amendment in a representative
capacity on behalf of such Borrower has the authority to execute this Nineteenth
Amendment and legally bind such Borrower.

         (6) Such Borrower has not assigned any claim, set off or defense to any
individual or entity.

K.       This Nineteenth Amendment and all of the Exhibits and other written
         material delivered by any one or more of the Parties to the Banks in
         connection with the transactions contemplated hereby do not contain any
         statement that is false or misleading with respect to any material fact
         and do not omit to state a material fact necessary in order to make the
         statements therein not false or misleading. There is no additional fact
         of which any Party is aware that has not been disclosed in writing to
         the Banks that materially affects adversely or, so far as each Party
         can reasonably foresee, will materially affect adversely, any Party's
         financial condition or business prospects.

L.       The terms and provisions of this Amendment amend, add to and constitute
         a part of the Loan Agreement, the Amendment Agreement and the other
         Loan Documents. Except as expressly modified and amended by the terms
         of this Amendment, all of the other terms and conditions of the Loan
         Agreement, the Amendment Agreement and the other Loan Documents remain
         in full force and effect and are ratified, reaffirmed, confirmed, and
         approved.

M.       No failure or delay on the part of the Agent or either of the Banks in
         the exercise of any power or right, and no course of dealing between
         any one or more of the Parties and the Agent or either of the Banks,
         operates as a waiver of such power or right, nor shall any single or
         partial exercise of any power or right preclude other or further
         exercise thereof or the exercise of any other power or right. The
         remedies provided for herein are cumulative and not exclusive of any
         remedies which may be available to the Agent or either of the Banks at
         law or in equity. No notice to or demand on any Party not required
         hereunder or under the Loan Documents entitles any such Party to any
         other or further notice or demand in similar or other circumstances, or
         waives the right of the Agent or either of the Banks to any other or
         further action in any circumstances without notice or demand. Any
         waiver of any provision of this Nineteenth Amendment or the Loan
         Documents and any consent to any departure by any one or more of the
         Parties from the terms of any provision of this Nineteenth Amendment or
         the Loan Documents is effective only if in writing signed by an
         authorized officer of the Agent or the Banks, as appropriate, and only
         in the specific instance and for the specific purpose for which given.

                                       5
<PAGE>

N.       All agreements, representations and warranties made in this Nineteenth
         Amendment (and all agreements referred to or incorporated herein)
         survive the execution of this Nineteenth Amendment (and all documents
         and agreements referred to or incorporated herein). Notwithstanding
         anything in this Nineteenth Amendment (or any documents or agreements
         referred to or incorporated herein) to the contrary, no investigation
         or inquiry by the Agent or the Banks (including by their agents) with
         respect to any matter which is the subject of any representation,
         warranty, covenant or other agreement set forth herein or therein is
         intended, nor shall it be interpreted, to limit, diminish or otherwise
         affect the full scope and effect of any such representation, warranty,
         covenant or other agreement. All terms, covenants, agreements,
         representations and warranties of each Party made herein (or in any
         documents or agreements referred to or incorporated herein), or in any
         certificate or other document delivered or to be delivered pursuant
         hereto, are deemed to be material and to have been relied upon by the
         Agent and the Banks, notwithstanding any investigation heretofore or
         hereafter made by the Agent or the Banks or their agents.

O.       The execution and delivery of this Nineteenth Amendment (and all
         agreements and documents referred to herein) does not impair or affect
         any other security (by endorsement or otherwise) for the Obligations,
         or any one or more of the Parties' other obligations to the Banks. No
         security taken before or after as security for the Obligations impairs
         or affects this Nineteenth Amendment (or any agreement or document
         referred to herein). All present and future additional security is to
         be considered as cumulative security.

P.       This Nineteenth Amendment and the Exhibits and Schedules hereto
         constitute the Parties' and the Banks' entire understanding with
         respect to the subject matter hereof. Modifications or amendments to
         this Nineteenth Amendment must be in writing and signed by the party to
         be charged in order to be effective. This Nineteenth Amendment is
         governed by the internal laws of the State of Michigan (without regard
         to conflicts of law principles). This Nineteenth Amendment is binding
         on each Party and their respective successors, assigns, heirs, and
         personal representatives and shall inure to the Banks' benefit and the
         benefit of their successors and assigns. If any provision of this
         Nineteenth Amendment conflicts with any applicable statute or law, or
         is otherwise unenforceable, such offending provision is null and void
         only to the extent of such conflict or unenforceability, and is deemed
         separate from and does not invalidate any other provision of this
         Nineteenth Amendment.

Q.       This Nineteenth Amendment is being entered into among competent
         persons, who are experienced in business and represented by counsel,
         and has been reviewed by the Parties and their counsel, if any.
         Therefore, any ambiguous language in this Nineteenth Amendment will not
         necessarily be construed against any particular party as the drafter of
         such language.

                                       6
<PAGE>

R.       If there is an express conflict between the terms of this Amendment and
         the terms of the Loan Agreement or the other Loan Documents, the terms
         of this Amendment govern and control.

S.       This Amendment may be executed in any number of counterparts with the
         same effect as if all signatories had signed the same document. All
         counterparts must be construed together to constitute one instrument.

T.       STATUTE OF FRAUDS. THIS NINETEENTH AMENDMENT REPRESENTS THE FINAL
         AGREEMENT BETWEEN THE BANKS AND THE PARTIES WITH REGARD TO THE SUBJECT
         MATTER HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
         CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALL PRIOR
         AND CONTEMPORANEOUS ORAL AGREEMENTS, IF ANY, BETWEEN EITHER OF THE
         BANKS OR THE AGENT, ON THE ONE HAND, AND ANY ONE OR MORE OF THE
         PARTIES, ON THE OTHER HAND, ARE MERGED INTO THIS NINETEENTH AMENDMENT
         AND SHALL NOT SURVIVE THE EXECUTION OF THIS NINETEENTH AMENDMENT.

U.       WAIVER OF JURY TRIAL.

              BORROWERS AND BANKS EACH ACKNOWLEDGE THAT THE RIGHT TO A TRIAL BY
JURY IS A CONSTITUTIONAL RIGHT, BUT THAT THE RIGHT MAY BE WAIVED. BORROWERS AND
BANKS EACH KNOWINGLY, VOLUNTARILY, IRREVOCABLY AND WITHOUT COERCION, WAIVE ALL
RIGHTS TO TRIAL BY JURY OF ALL DISPUTES BETWEEN THEM. NEITHER OF THE BANKS NOR
ANY BORROWER SHALL BE DEEMED TO HAVE GIVEN UP THIS WAIVER OF JURY TRIAL UNLESS
THE PARTY CLAIMING THAT THIS WAIVER HAS BEEN RELINQUISHED HAS A WRITTEN
INSTRUMENT SIGNED BY THE OTHER PARTY STATING THAT THIS WAIVER HAS BEEN GIVEN UP.

V. RELEASE. AS OF THE DATE HEREOF EACH OF THE BORROWERS REPRESENTS AND WARRANTS
THAT THEY ARE AWARE OF, AND POSSESS, NO CLAIMS OR CAUSES OF ACTION AGAINST
EITHER OF THE BANKS OR THE AGENT. NOTWITHSTANDING THIS REPRESENTATION AND AS
FURTHER CONSIDERATION FOR THE AGREEMENTS AND UNDERSTANDINGS HEREIN, EACH OF THE
BORROWERS INDIVIDUALLY, JOINTLY, SEVERALLY, AND JOINTLY AND SEVERALLY, IN EVERY
CAPACITY, INCLUDING BUT NOT LIMITED TO, AS SHAREHOLDERS, OFFICERS, PARTNERS,
DIRECTORS, INVESTORS, OR CREDITORS OF ANY ONE OR MORE OF THE BORROWERS, EACH OF
ITS EMPLOYEES, AGENTS, EXECUTORS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES EACH
OF THE BANKS AND THE AGENT, THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AFFILIATES, SUBSIDIARIES, SUCCESSORS AND ASSIGNS FROM ANY LIABILITY,
CLAIM, RIGHT OR CAUSE OF ACTION THAT NOW EXISTS, OR HEREAFTER ARISES, WHETHER
KNOWN OR UNKNOWN, ARISING FROM OR IN ANY WAY RELATED TO FACTS IN EXISTENCE AS OF
THE DATE HEREOF. BY WAY OF EXAMPLE AND NOT LIMITATION, THE FORGOING INCLUDES ANY
CLAIMS IN ANY WAY RELATED TO ACTIONS TAKEN OR OMITTED TO BE TAKEN BY EITHER OF
THE BANKS OR THE AGENT UNDER THE LOAN DOCUMENTS, THE BUSINESS RELATIONSHIP WITH
EITHER OF THE BANKS OR THE AGENT AND ALL OTHER OBLIGATIONS OF ANY NATURE OR KIND
OF ANY ONE OR MORE OF THE BORROWERS, ANY ORAL AGREEMENTS OR UNDERSTANDINGS
(ACTUAL OR ALLEGED), ANY BANKING RELATIONSHIPS THAT ANY ONE OR MORE OF THE
BORROWERS HAS OR MAY HAVE HAD WITH EITHER OF THE BANKS AT ANY TIME AND FOR ANY
REASON INCLUDING, BUT NOT LIMITED TO, DEMAND DEPOSIT ACCOUNTS, OR OTHERWISE, BUT
DOES NOT INCLUDE THE PARTIES' FUTURE RIGHTS TO RECEIVE LOANS UNDER THE TERMS OF
THE LOAN DOCUMENTS, AS AMENDED BY THIS AGREEMENT, OR AS TO AMOUNTS ON DEPOSIT
WITH EITHER OF THE BANKS OR STOCK CERTIFICATES PLEDGED TO AND HELD BY EITHER OF
THE BANKS AS COLLATERAL FOR THE OBLIGATIONS.


                                       7
<PAGE>

<TABLE>
<CAPTION>
<S>                                                          <C>

BANK ONE, NA (successor by merger to                          PNC BANK, NATIONAL ASSOCIATION
Bank One, Michigan), individually and as Agent

By: /s/ Patricia S. Carpen                                    By:  /s/ Frank P. Devine
    --------------------------------------                        -----------------------------------------
       Patricia S. Carpen, Vice President                              Frank P. Devine, Vice President


OWOSSO CORPORATION                                            AHAB INVESTMENT COMPANY

By: /s/ George B. Lemmon, Jr.                                 By:  /s/ George B. Lemmon, Jr.
    --------------------------------------                        -----------------------------------------
       George B. Lemmon, Jr., President & CEO                          George B. Lemmon, Jr., President


SMX LIQUIDATION CORP., INC.                                   STATURE ELECTRIC, INC.

By: /s/ George B. Lemmon, Jr.                                 By:  /s/ George B. Lemmon, Jr.
    --------------------------------------                        -----------------------------------------
       George B. Lemmon, Jr., President                                George B. Lemmon, Jr., Vice President


OWOSSO-DELAWARE, INC.                                         OWOSSO MOTOR GROUP, INC.

By: /s/ George B. Lemmon, Jr.                                 By:  /s/ George B. Lemmon, Jr.
    --------------------------------------                        -----------------------------------------
       George B. Lemmon, Jr., President                                George B. Lemmon, Jr., President

</TABLE>

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