<PAGE>
                                                                      EXHIBIT 11


                                   $63,000,000


                              AMENDED AND RESTATED
                          LOAN AND SECURITY AGREEMENT


                            Dated as of March 23, 2001

                                      Among

                     THE FINANCIAL INSTITUTIONS NAMED HEREIN

                                 AS THE LENDERS
                                 --------------

                                      and

                             BANK OF AMERICA, N.A.

                                  AS THE AGENT
                                  ------------

                                      and

                             LDM TECHNOLOGIES, INC.

                                AS THE BORROWER

<PAGE>

                                TABLE OF CONTENTS

<TABLE>


<S>           <C>                                                                                                     <C>
ARTICLE 1     INTERPRETATION OF THIS AGREEMENT ....................................................................... 1

  1.1          Definitions ........................................................................................... 1

ARTICLE 2     LOANS AND LETTERS OF CREDIT ........................................................................... 28

  2.1          Total Facility........................................................................................ 28
  2.2          Revolving Loans....................................................................................... 28
  2.3          [INTENTIONALLY OMITTED]............................................................................... 34
  2.4          Letters of Credit..................................................................................... 34

ARTICLE 3     INTEREST AND FEES...................................................................................... 39

  3.1          Interest.............................................................................................. 39
  3.2          Conversion and Continuation Elections................................................................. 40
  3.3          Maximum Interest Rate................................................................................. 41
  3.4          Closing Fee........................................................................................... 41
  3.5          Unused Line Fee....................................................................................... 42
  3.6          Letter of Credit Fee.................................................................................. 42
  3.7          Audit Fees............................................................................................ 42

ARTICLE 4     PAYMENTS AND PREPAYMENTS............................................................................... 42

  4.1          Repayment of Revolving Loans.......................................................................... 42
  4.2          Termination of Facility............................................................................... 43
  4.3          [INTENTIONALLY OMITTED]............................................................................... 43
  4.4          [INTENTIONALLY OMITTED]............................................................................... 43
  4.5          [INTENTIONALLY OMITTED]............................................................................... 43
  4.6          Payments by the Borrower.............................................................................. 43
  4.7          Payments as Revolving Loans........................................................................... 44
  4.8          Apportionment, Application and Reversal of Payments................................................... 44
  4.9          Indemnity for Returned Payments....................................................................... 44
  4.10         Agent's and Lenders' Books and Records; Monthly Statements............................................ 45

ARTICLE 5     TAXES, YIELD PROTECTION AND ILLEGALITY................................................................. 45

  5.1          Taxes................................................................................................. 45
  5.2          Illegality............................................................................................ 46
  5.3          Increased Costs and Reduction of Return............................................................... 47
  5.4          Funding Losses........................................................................................ 47
  5.5          Inability to Determine Rates.......................................................................... 48
  5.6          Certificates of Lenders............................................................................... 48
  5.7          Survival.............................................................................................. 48

ARTICLE 6     COLLATERAL............................................................................................. 48

</TABLE>

                                       ii

<PAGE>

<TABLE>

<S>           <C>                                                                                                   <C>
  6.1          Grant of Security Interest............................................................................ 48
  6.2          Perfection and Protection of Security Interest........................................................ 49
  6.3          Location of Collateral................................................................................ 50
  6.4          Title to, Liens on, and Sale and Use of Collateral.................................................... 51
  6.5          Appraisals............................................................................................ 51
  6.6          Access and Examination; Confidentiality...............................................................  1
  6.7          Collateral Reporting.................................................................................. 53
  6.8          Accounts.............................................................................................. 53
  6.9          Collection of Accounts; Payments...................................................................... 54
  6.10         Inventory; Perpetual Inventory........................................................................ 55
  6.11         Equipment............................................................................................. 56
  6.12         Assigned Contracts.................................................................................... 57
  6.13         Documents, Instruments, and Chattel Paper............................................................. 58
  6.14         Right to Cure......................................................................................... 58
  6.15         Power of Attorney..................................................................................... 58
  6.16         The Agent's and Lenders' Rights, Duties and Liabilities............................................... 59
  6.17         Effect of Amendment and Restatement on Article 6...................................................... 59

ARTICLE 7     BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES...................................................... 59

  7.1          Books and Records..................................................................................... 59
  7.2          Financial Information................................................................................. 60
  7.3          Notices to the Lenders................................................................................ 62

ARTICLE 8     GENERAL WARRANTIES AND REPRESENTATIONS................................................................. 64

  8.1          Authorization, Validity, and Enforceability of this Agreement and the Loan...
               Documents............................................................................................. 64
  8.2          Validity and Priority of Security Interest............................................................ 65
  8.3          Organization and Qualification........................................................................ 65
  8.4          Corporate Name; Prior Transactions.................................................................... 65
  8.5          Subsidiaries and Affiliates........................................................................... 65
  8.6          Financial Statements and Projections.................................................................. 66
  8.7          Capitalization........................................................................................ 66
  8.8          Solvency.............................................................................................. 66
  8.9          Debt.................................................................................................. 66
  8.10         Distributions......................................................................................... 66
  8.11         Title to Property..................................................................................... 67
  8.12         Real Estate; Leases................................................................................... 67
  8.13         Proprietary Rights Collateral......................................................................... 67
  8.14         Trade Names and Terms of Sale......................................................................... 67
  8.15         Litigation............................................................................................ 67
  8.16         Restrictive Agreements................................................................................ 67
  8.17         Labor Disputes........................................................................................ 68
  8.18         Environmental Laws.................................................................................... 68
  8.19         No Violation of Law................................................................................... 69
  8.20         No Default............................................................................................ 69


</TABLE>
                                      iii

<PAGE>

<TABLE>

<S>           <C>                                                                                                   <C>
  8.21         ERISA Compliance...................................................................................... 69
  8.22         Taxes................................................................................................. 70
  8.23         Regulated Entities.................................................................................... 70
  8.24         Use of Proceeds; Margin Regulations................................................................... 70
  8.25         Copyrights, Patents, Trademarks and Licenses, etc. ................................................... 70
  8.26         No Material Adverse Change............................................................................ 70
  8.27         Full Disclosure....................................................................................... 70
  8.28         Material Agreements................................................................................... 71
  8.29         Bank Accounts......................................................................................... 71
  8.30         Governmental Authorization............................................................................ 71
  8.31         Indenture..............................................................................................71
  8.32         Subordination Provisions.............................................................................. 71
  8.33         Bidding Status........................................................................................ 71

ARTICLE 9     AFFIRMATIVE AND NEGATIVE COVENANTS..................................................................... 71

  9.1          Taxes and Other Obligations........................................................................... 71
  9.2          Corporate Existence; Good Standing.................................................................... 72
  9.3          Compliance with Law and Agreements; Maintenance of Licenses........................................... 72
  9.4          Maintenance of Property............................................................................... 72
  9.5          Insurance............................................................................................. 72
  9.6          Condemnation.......................................................................................... 74
  9.7          Environmental Laws.................................................................................... 74
  9.8          Compliance with ERISA................................................................................. 75
  9.9          Mergers, Consolidations or Sales...................................................................... 75
  9.10         Distributions; Capital Change; Restricted Investments................................................. 75
  9.11         Transactions Affecting Collateral or Obligations...................................................... 75
  9.12         Guaranties............................................................................................ 75
  9.13         Debt.................................................................................................. 76
  9.14         Prepayments; Amendments............................................................................... 76
  9.15         Transactions with Affiliates.......................................................................... 76
  9.16         Investment Banking and Finder's Fees.................................................................. 77
  9.17         [INTENTIONALLY OMITTED]............................................................................... 77
  9.18         Business Conducted.................................................................................... 77
  9.19         Liens................................................................................................. 77
  9.20         Sale and Leaseback Transactions....................................................................... 77
  9.21         Acquisitions; Investments in New Subsidiaries......................................................... 77
  9.22         Fiscal Year........................................................................................... 77
  9.23         Capital Expenditures.................................................................................. 77
  9.24         Operating Lease Obligations........................................................................... 78
  9.25         Fixed Charge Coverage Ratio........................................................................... 78
  9.26         Net Loss.............................................................................................. 78
  9.27         Use of Proceeds....................................................................................... 78
  9.28         Further Assurances.................................................................................... 78
  9.29         Canadian Tax Matters.................................................................................. 78
  9.30         Amendment to Agreements............................................................................... 79

</TABLE>


                                       iv
<PAGE>

<TABLE>

<S>          <C>                                                                                                   <C>
ARTICLE 10    CONDITIONS OF LENDING.................................................................................. 79

  10.1         Conditions Precedent to Effectiveness of this Agreement............................................... 79
  10.2         Conditions Precedent to Each Loan..................................................................... 81

ARTICLE 11    DEFAULT; REMEDIES...................................................................................... 81

  11.1         Events of Default..................................................................................... 81
  11.2         Remedies.............................................................................................. 84

ARTICLE 12    TERM AND TERMINATION................................................................................... 85

  12.1         Term and Termination.................................................................................. 85

ARTICLE 13    AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS;
              SUCCESSORS............................................................................................. 86

  13.1         No Waivers; Cumulative Remedies....................................................................... 86
  13.2         Amendments and Waivers................................................................................ 86
  13.3         Assignments; Participations........................................................................... 87

ARTICLE 14    THE AGENT.............................................................................................. 88

  14.1         Appointment and Authorization......................................................................... 88
  14.2         Delegation of Duties................................................................................... 89
  14.3         Liability of Agent.................................................................................... 89
  14.4         Reliance by Agent..................................................................................... 89
  14.5         Notice of Default..................................................................................... 90
  14.6         Credit Decision....................................................................................... 90
  14.7         Indemnification....................................................................................... 91
  14.8         Agent in Individual Capacity.......................................................................... 91
  14.9         Successor Agent....................................................................................... 91
  14.10        Withholding Tax....................................................................................... 92
  14.11        [INTENTIONALLY OMITTED]............................................................................... 93
  14.12        Collateral Matters.................................................................................... 93
  14.13        Restrictions on Actions by Lenders; Sharing of Payments............................................... 94
  14.14        Agency for Perfection................................................................................. 95
  14.15        Payments by Agent to Lenders.......................................................................... 95
  14.16        Concerning the Collateral and the Related Loan Documents.............................................. 95
  14.17        Field Audit and Examination Reports; Disclaimer by Lenders............................................ 95

ARTICLE 15    MISCELLANEOUS.......................................................................................... 96
  15.1         Cumulative Remedies; No Prior Recourse to Collateral.................................................. 96
  15.2         Severability.......................................................................................... 96
  15.3         Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver................................. 96
  15.4         Waiver of Jury Trial.................................................................................. 98
  15.5         Survival of Representations and Warranties............................................................ 99

</TABLE>



                                       v

<PAGE>


<TABLE>

<S>           <C>                                                                                                   <C>
  15.6         Other Security and Guaranties......................................................................... 99
  15.7         Fees and Expenses..................................................................................... 99
  15.8         Notices...............................................................................................100
  15.9         Waiver of Notices.................................................................................... 101
  15.10        Binding Effect....................................................................................... 101
  15.11        Indemnity of the Agent and the Lenders by the Borrower............................................... 101
  15.12        Final Agreement...................................................................................... 101
  15.13        Amendment and Restatement............................................................................ 102
  15.14        Counterparts......................................................................................... 102
  15.15        Captions............................................................................................. 102
  15.16        Right of Setoff...................................................................................... 102

</TABLE>


                                       vi

<PAGE>

SCHEDULES

Schedule 1.1        Commitments
Schedule 6.3        State of Formation; Chief Executive Office Location:
                      Records Locations; Collateral Locations
Schedule 8.3        Foreign Qualification Locations
Schedule 8.4        Prior Names of Borrower
Schedule 8.5        Subsidiaries and Affiliates
Schedule 8.9        Existing Debt
Schedule 8.12       Real Estate
Schedule 8.13       Proprietary Rights
Schedule 8.14       Trade Names
Schedule 8.17       Labor Disputes
Schedule 8.18       Environmental Matters
Schedule 8.25       Intellectual Property Disputes
Schedule 8.28       Material Agreements
Schedule 8.29       Bank Accounts
Schedule 9.19       Existing Liens


EXHIBITS

Exhibit A           Form of Borrowing Base Certificate
Exhibit B           [INTENTIONALLY OMITTED]
Exhibit C           Form of Notice of Borrowing
Exhibit D           Form of Notice of Conversion/Continuation
Exhibit E           Form of Assignment and Acceptance
Exhibit F           Form of Compliance Certificate



                                      vii
<PAGE>

                AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

         Amended and Restated Loan and Security Agreement, dated as of March 23,
2001, among the financial institutions listed on the signature pages hereof
(such financial institutions, together with their respective successors and
assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), Bank of America, N.A., as agent for the Lenders
(in its capacity as agent, the "Agent"), and LDM Technologies, Inc., a Michigan
corporation, with offices at 2500 Executive Hills Drive, Auburn Hills, Michigan
48326 (the "Borrower").

                                   WITNESSETH:


         WHEREAS, the Borrower is party to a Loan and Security Agreement dated
 as of January 22, 1997 (as heretofore amended, supplemented or otherwise
 modified, the "Prior Credit Agreement") pursuant to which the Lenders signatory
 thereto have provided to the Borrower aggregate commitments not to exceed
 Sixty-Three Million Dollars ($63,000,000) on the terms and conditions set forth
 therein;

         WHEREAS, the Borrower, the Agent and the Lenders wish to amend and
 restate the Prior Credit Agreement to incorporate certain changes thereto;

         WHEREAS, the Lenders wish to continue to make available to the Borrower
a revolving line of credit for loans and letters of credit in an amount not to
exceed $63,000,000 and which extensions of credit the Borrower will use for its
working capital needs and general business purposes of the Borrower and its
Subsidiaries;

         WHEREAS, the Lenders have agreed to continue to make available to the
Borrower a revolving credit facility upon the terms and conditions set forth in
this Agreement.

         NOW, THEREFORE, in consideration of the mutual conditions and
 agreements set forth in this Agreement, and for good and valuable
 consideration, the receipt of which is hereby acknowledged, the Lenders, the
 Agent, and the Borrower hereby agree as follows.

                                    ARTICLE 1

                        INTERPRETATION OF THIS AGREEMENT

          1.1     Definitions. As used herein:

                  "Account Debtor" means each Person obligated in any way on or
in connection with an Account.

                  "Accounts" means all of the Borrower's and LDM Canada's now
owned or hereafter acquired or arising accounts, and any other rights to payment
for the sale or lease of goods or rendition of services, whether or not they
have been earned by performance.

<PAGE>

                  "Adjusted Net Earnings from Operations" means, with respect to
any fiscal period of the Borrower, the Borrower's consolidated net income after
provision for income taxes for such fiscal period, as determined in accordance
with GAAP and reported on the Financial Statements for such period, less any and
all of the following included in such net income: (a) gain or loss arising from
the sale of any capital assets; (b) gain arising from any write-up in the book
value of any asset; (c) earnings of any corporation, substantially all the
assets of which have been acquired by the Borrower or any Subsidiary in any
manner, to the extent realized by such other corporation prior to the date of
acquisition; (d) earnings of any business entity in which the Borrower or any
Subsidiary has an ownership interest unless (and only to the extent) such
earnings shall actually have been received by the Borrower or any Subsidiary in
the form of cash distributions; (e) earnings of any Person to which assets of
the Borrower or any Subsidiary shall have been sold, transferred or disposed of,
or into which the Borrower shall have been merged, or which has been a party
with the Borrower or any Subsidiary to any consolidation or other form of
reorganization, prior to the date of such transaction; (f) gain arising from the
acquisition of debt or equity securities of the Borrower or any Subsidiary or
from cancellation or forgiveness of Debt; and (g) gain arising from
extraordinary items, as determined in accordance with GAAP, or from any other
non-recurring transaction.

                  "Affiliate" means, as to any Person, any other Person which,
 directly or indirectly, is in control of, is controlled by, or is under common
 control with, such Person. A Person shall be deemed to control another Person
 if the controlling Person possesses, directly or indirectly, the power to
 direct or cause the direction of the management and policies of the other
 Person, whether through the ownership of voting securities, by contract, or
 otherwise. Notwithstanding anything contained in the previous sentence to the
 contrary, Affiliate shall include DBM and Como.

                  "Agent" means Bank of America, N.A., solely in its capacity as
agent for the Lenders, and shall include any successor agent.

                  "Agent Advances" has the meaning specified in Section 2.2(i).

                  "Agent's Liens" means the Liens granted to the Agent, for the
 ratable benefit of the Lenders, Bank of America, and Agent pursuant to this
 Agreement and the other Loan Documents.

                  "Agent-Related Persons" means the Agent and any successor
 agent, together with their respective Affiliates, and the officers, directors,
 employees, agents and attorneys-in-fact of such Persons and Affiliates.

                  "Agreement" means this Amended and Restated Loan and Security
Agreement.

                  "Anniversary Date" means each anniversary of the Closing Date.

                  "Applicable Margins" shall mean (i) .50% per annum with
 respect to Base Rate Loans and (ii) 2.25% per annum with respect to LIBOR
 Rate Loans.

                  "Assigned Contracts" means, collectively, all of the
 Borrower's and LDM Canada's rights and remedies under, and all moneys and
 claims for money due or to become due



                                       2
<PAGE>


 to the Borrower or LDM Canada under any contract, and any and all amendments,
 supplements, extensions, and renewals thereof including, without limitation,
 all rights and claims of the Borrower or LDM Canada now or hereafter existing:
 (i) under any insurance (other then key-man life insurance on which the
 Borrower is the beneficiary), indemnities, warranties, and guarantees provided
 for or arising out of or in connection with any of the foregoing agreements;
 (ii) for any damages arising out of or for breach or default under or in
 connection with any of the foregoing contracts; (iii) to all other amounts from
 time to time paid or payable under or in connection with any of the foregoing
 agreements; or (iv) to exercise or enforce any and all covenants, remedies,
 powers and privileges thereunder.

                  "Assignee" has the meaning specified in Section 13.3(a).

                  "Assignment and Acceptance" has the meaning specified in
 Section 13.3(a).

                  "Attorney Costs" means and includes all reasonable fees,
 expenses and disbursements of any law firm or other external counsel engaged by
 the Agent, the allocated cost of internal legal services of the Agent and all
 expenses and disbursements of internal counsel of the Agent.

                  "BACF Subordination Agreement" means that certain
 Subordination Agreement, dated as of December 9, 1999, between the Borrower and
 Bane of America Commercial Finance Corporation through its Commercial Funding
 Division ("BACF"), as the same may be amended, restated, supplemented or
 otherwise modified from time to time in accordance with the terms of this
 Agreement, which was subsequently assigned to and assumed by Wells Fargo Bank
 pursuant to an assignment agreement by and between BACF and Wells Fargo Bank.

                  "BANA" means Bank of America, N.A., a national banking
 association, or any successor entity thereto.

                  "BANA Loan" and "BANA Loans" have the meanings specified in
 Section 2.2(h).

                  "Bank of America" means Bank of America, N.A., a national
 banking association, or any successor entity thereto.

                  "Bankruptcy Code" means Title 11 of the United States Code (11
 U.S.C. SS. 101 et seq.).

                  "Base Rate" means, for any day, the higher of: (a) the rate of
 interest in effect for such day as publicly announced from time to time by Bank
 of America in Charlotte, North Carolina, as its "reference rate" (the
 "reference rate" being a rate set by Bank of America based upon various factors
 including Bank of America's costs and desired return, general economic
 conditions and other factors, and is used as a reference point for pricing some
 loans, which may be priced at, above, or below such announced rate), or (b)
 one-half percent (0.50%) per annum above the latest Federal Funds Rate. Any
 change in the reference rate announced by Bank of America shall take effect at
 the opening of business on the day specified in the public announcement of such
 change. Each Interest Rate based upon the Base Rate shall be adjusted
 simultaneously with any change in the Base Rate.




                                       3
<PAGE>


                  "Base Rate Loan" means a Revolving Loan during any period in
which it bears interest at the Base Rate.

                  "Borrower" has the meaning specified in the introductory
paragraph hereof.

                  "Borrowing" means a borrowing hereunder consisting of
Revolving Loans made on the same day by the Lenders to the Borrower (or by Bank
of America in the case of a Borrowing funded by BANA Loans) or by the Agent in
the case of a Borrowing consisting of an Agent Advance.

                  "Borrowing Base" means the sum of:

                  (a)   up to eighty-five percent (85%) of the Net Amount of
                        Eligible Accounts of the Borrower; plus

                  (b)   up to eighty-five percent (85%) of the Net Amount of
                        Eligible Tooling Receivables of the Borrower; plus

                  (c)   up to sixty percent (60%) of the book value of the
                        Borrower's Eligible Inventory (valued at the lower of
                        cost or market on a First-In First-Out basis); provided
                        that advances attributable to this clause (c) shall not
                        exceed $12,000,000; less

                        (i)    reserves established by the Borrower for accrued
                               interest on outstanding Revolving Loans;

                        (ii)   a reserve established by the Borrower for
                               customer deposits reflected on the Borrower's
                               books and records;

                        (iii)  reserves established by the Borrower with respect
                               to any rebate arrangement between the Borrower or
                               any of its Subsidiaries and the Ford Motor
                               Company or any of its Affiliates;

                        (iv)   a reserve established by the Agent in the amount
                               of Borrower's Interest Rate Swap Exposure, as
                               determined by Agent in its sole discretion on
                               each Friday (or other day of the week that Agent
                               shall determine); and

                        (iv)   all other reserves which the Agent in its
                               reasonable credit judgment deems necessary to
                               establish and maintain with respect to the
                               Borrower's account upon at least one (1) Business
                               Day's prior notice thereof to the Borrower,
                               including, without limitation, any amounts which
                               the Agent may need to pay for the account of the
                               Borrower in order to preserve the value of the
                               Collateral and/or the priority of the Agent's
                               Lien in the Collateral consistent with the terms
                               of this Agreement and the other Loan Documents.


                                       4
<PAGE>


                  "Borrowing Base Certificate" means a certificate regarding the
 Borrower's Borrowing Base and the LDM Canada Borrowing Base in the form of
 Exhibit A hereto.

                  "Business Day" means (a) any day that is not a Saturday,
 Sunday, or a day on which banks in Chicago, Illinois or Charlotte, North
 Carolina, are required or permitted to be closed, and (b) with respect to all
 notices, determinations, fundings and payments in connection with the LIBOR
 Rate or LIBOR Rate Loans, any day that is a Business Day pursuant to clause (a)
 above and that is also a day on which trading is carried on by and between
 banks in the London interbank market.

                  "Capital Adequacy Regulation" means any guideline, request or
 directive of any central bank or other Governmental Authority, or any other
 law, rule or regulation, whether or not having the force of law, in each case,
 regarding capital adequacy of any bank or of any corporation controlling a
 bank.

                  "Capital Expenditures" means, all payments due (whether or not
 paid) during a Fiscal Year in respect of the cost of any fixed asset or
 improvement, or replacement, substitution, or addition thereto, which has a
 useful life of more than one year, including, without limitation, those costs
 arising in connection with the direct or indirect acquisition of such asset by
 way of increased product or service charges or offset items or in connection
 with a Capital Lease.

                  "Capital Lease" means any lease of property by the Borrower or
 any Subsidiary which, in accordance with GAAP, is or should be capitalized on
 the Borrower's consolidated balance sheet or for which the amount of the asset
 and liability thereunder, as if so capitalized, should be disclosed in a
 footnote to such balance sheet.

                  "Change of Control" means a "change of control" as defined in
 the Indenture as in effect on the date hereof.

                  "Closing Date" means the date of this Agreement.

                  "Closing Fee" has the meaning specified in Section 3.4.

                  "CODE" means the Internal Revenue Code of 1986, as amended
 from time to time, and any successor statute, and regulations promulgated
 thereunder.
                  "Collateral" has the meaning specified in Section 6.1.

                  "Commitment" means, at any time with respect to a Lender, the
 principal amount set forth opposite such Lender's name on Schedule 1.1.
 Schedule 1.l shall be automatically amended from time to time to give effect
 to the addition of any new Lenders in accordance with the provisions of Section
 13.3, and "Commitments" means, collectively, the aggregate amount of the
 commitments of all of the Lenders.

                  "Compliance Certificate" means a certificate in the form of
Exhibit F hereto.

                  "Como" means New GLI, Inc., d/b/a Como Products Corporation.




                                       5
<PAGE>


                  "Contaminant" means any waste, pollutant, hazardous substance,
 toxic substance, hazardous waste, special waste, petroleum or petroleum-derived
 substance or waste, asbestos in any form or condition, polychlorinated
 biphenyls ("PCBs"), or any constituent of any such substance or waste.

                  "DBM" means DBM Technologies, LLC, a Michigan limited
 liability company.

                  "DBM Administrative Services Agreement" means that certain
 Administrative Services Agreement, dated as of December 31, 1998, between the
 Borrower and DBM, as the same may be amended, restated, supplemented or
 otherwise modified from time to time in accordance with the terms of this
 Agreement.

                  "DBM Investment" means the equity investment of the Borrower
 in DBM, whereby the Borrower owns a forty-nine percent (49%) membership
 interest in DBM, in the form held by the Borrower as of December 31, 1998.

                  "DBM Sales Commission Agreement" means that certain Sales
 Commission Agreement, dated as of December 8, 1999, between the Borrower and
 DBM, as the same may be amended, restated, supplemented or otherwise modified
 from time to time in accordance with the terms of this Agreement.

                  "Debt" means all liabilities, obligations and indebtedness of
 the Borrower or any of its Subsidiaries to any Person, of any kind or nature,
 now or hereafter owing, arising, due or payable, howsoever evidenced, created,
 incurred, acquired or owing, whether primary, secondary, direct, contingent,
 fixed or otherwise, and including, without in any way limiting the generality
 of the foregoing: (i) the Borrower's or any Subsidiary's liabilities and
 obligations to trade creditors; (ii) all Obligations; (iii) all obligations and
 liabilities of any Person secured by any Lien on the Borrower's or any
 Subsidiary's property, even though the Borrower or such Subsidiary shall not
 have assumed or become liable for the payment thereof; provided, however, that
 all such obligations and liabilities which are limited in recourse to such
 property shall be included in Debt only to the extent of the book value of such
 property as would be shown on a balance sheet of the Borrower prepared in
 accordance with GAAP; (iv) all obligations or liabilities created or arising
 under any Capital Lease or conditional sale or other title retention agreement
 with respect to property used or acquired by the Borrower or any of its
 Subsidiaries, even if the rights and remedies of the lessor, seller or lender
 thereunder are limited to repossession of such property; provided, however,
 that all such obligations and liabilities which are limited in recourse to such
 property shall be included in Debt only to the extent of the book value of such
 property as would be shown on a balance sheet of the Borrower prepared in
 accordance with GAAP; (v) all accrued pension fund and other employee benefit
 plan obligations and liabilities; (vi) all obligations and liabilities under
 Guaranties; and (vii) deferred taxes.

                  "Default" means any event or circumstance which, with the
 giving of notice, the lapse of time, or both, would (if not cured or otherwise
 remedied during such time) constitute an Event of Default.




                                       6
<PAGE>


                  "Default Rate" means a fluctuating per annum interest rate at
all times equal to the sum of (a) the otherwise applicable Interest Rate plus
(b) two percent (2%). Each Default Rate shall be adjusted simultaneously with
any change in the applicable Interest Rate. In addition, with respect to Letters
of Credit, the Default Rate shall mean an increase in the Letter of Credit Fee
by two percent (2%).

                  "Distribution" means, in respect of any corporation: (a) the
 payment or making of any dividend or other distribution of property in respect
 of capital stock (or any options or warrants for such stock) of such
 corporation, other than distributions in capital stock (or any options or
 warrants for such stock) of the same class; or (b) the redemption or other
 acquisition of any capital stock (or any options or warrants for such stock) of
 such corporation.

                  "DOL" means the United States Department of Labor or any
 successor department or agency.

                  "Dollar" and "$" means dollars in the lawful currency of the
 United States.

                  "EBITDA" means with respect to the Borrower, on a consolidated
 basis (excluding Como, DBM and LDM Germany), for any period, Adjusted Net
 Earnings from Operations, plus the sum of (i) interest expenses, whether paid
 or accrued, (ii) depreciation, (iii) amortization, (iv) income taxes paid or
 accrued with respect to such period, and (v) other non-cash expenses
 (including, without limitation, amortization of goodwill, deferred financing
 fees, LIFO reserve adjustments and other intangibles), each to the extent
 deducted in determining the Borrower's Adjusted Net Earnings from Operations
 for that period, less non-cash income included in the calculation of Adjusted
 Net Earnings from Operations for that period.

                  "Eligible Accounts" means all Accounts which the Agent in the
 exercise of its reasonable commercial discretion determines to be Eligible
 Accounts. Without limiting the discretion of the Agent to establish other
 criteria of ineligibility, Eligible Accounts shall not include any Account:

                           (a) with respect to which more than ninety (90) days
          have elapsed since the date of the original invoice therefor or it is
          more than sixty (60) days past due;

                           (b) with respect to which any of the representations,
          warranties, covenants, and agreements contained in Section 6.8 are not
          or have ceased to be complete and correct or have been breached;

                           (c) with respect to which, in whole or in part, a
          check, promissory note, draft, trade acceptance or other instrument
          for the payment of money has been received, presented for payment and
          returned uncollected for any reason;

                           (d) which represents a progress billing (as
          hereinafter defined) or as to which the Borrower or LDM Canada has
          extended the time for payment without the consent of the Agent; for
          the purposes hereof, "progress billing" means any invoice for goods
          sold or leased or services rendered under a contract or agreement
          pursuant to which the Account Debtor's obligation to pay such invoice
          is conditioned upon the




                                       7
<PAGE>


 Borrower's or LDM Canada's completion of any further performance under the
 contract or agreement;

                  (e) as to which any one or more of the following events has
 occurred with respect to the Account Debtor on such Account: death or judicial
 declaration of incompetency of an Account Debtor who is an individual; the
 filing by or against the Account Debtor of a request or petition for
 liquidation, reorganization, arrangement, adjustment of debts, adjudication as
 a bankrupt, winding-up, or other relief under the bankruptcy, insolvency, or
 similar laws of the United States, Canada, any state, province or territory
 thereof, or any foreign jurisdiction, now or hereafter in effect; the making of
 any general assignment by the Account Debtor for the benefit of creditors; the
 appointment of a receiver or trustee for the Account Debtor or for any of the
 assets of the Account Debtor, including, without limitation, the appointment of
 or taking possession by a "custodian," as defined in the Federal Bankruptcy
 Code; the institution by or against the Account Debtor of any other type of
 insolvency proceeding (under the bankruptcy laws of the United States or
 otherwise) or of any formal or informal proceeding for the dissolution or
 liquidation of, settlement of claims against, or winding up of affairs of, the
 Account Debtor; the sale, assignment, or transfer of all or any material part
 of the assets of the Account Debtor; the nonpayment generally by the Account
 Debtor of its debts as they become due; or the cessation of the business of the
 Account Debtor as a going concern;

                  (f) if fifty percent (50%) or more of the aggregate dollar
 amount of outstanding Accounts owed at such time by the Account Debtor thereon
 is classified as ineligible under the other criteria set forth herein or
 otherwise established by the Agent;

                  (g) owed by an Account Debtor which: (i) does not maintain its
 chief executive office in the United States or Canada; or (ii) is not organized
 under the laws of the United States, Canada or any state or province thereof;
 or (iii) is the government of any foreign country or sovereign state, or of any
 state, province, municipality, or other political subdivision thereof, or of
 any department, agency, public corporation, or other instrumentality thereof;
 except to the extent that such Account is secured or payable by a letter of
 credit satisfactory to the Agent in its discretion;

                  (h) owed by an Account Debtor which is an Affiliate or
 employee of the Borrower or LDM Canada;

                  (i) except as provided in (k) below, as to which either the
 perfection, enforceability, or validity of the Agent's Lien in such Account, or
 the Agent's right or ability to obtain direct payment to the Agent of the
 proceeds of such Account, is governed by any federal, state, or local statutory
 requirements other than those of the UCC or as to LDM Canada, the PPSA;

                  (j) which is owed by an Account Debtor to which the Borrower
 or LDM Canada is indebted in any way, or which is subject to any right of
 setoff or recoupment by the Account Debtor, unless the Account Debtor has
 entered into an agreement acceptable to the Agent to waive setoff rights; or if
 the Account Debtor



                                       8
<PAGE>


 thereon has disputed liability or made any claim with respect to any other
 Account due from such Account Debtor; but in each such case only to the extent
 of such indebtedness, setoff, recoupment, dispute, or claim;

                  (k) which is owed by the government of the United States of
 America, or Canada, or any department, agency, public corporation, or other
 instrumentality thereof, unless in the case of an Account owing by the United
 States of America the Federal Assignment of Claims Act of 1940, as amended (31
 U.S.C. SS. 3727 et. seq.), and any other steps necessary to perfect the Agent's
 Lien therein, have been complied with to the Agent's satisfaction with respect
 to such Account;

                  (l) which is owed by any province, state, municipality, or
 other political subdivision of the United States of America or Canada, or any
 department, agency, public corporation, or other instrumentality thereof and as
 to which the Agent determines that its Lien therein is not or cannot be
 perfected;

                  (m) which represents a sale on a bill-and-hold, guaranteed
 sale, sale and return, sale on approval, consignment, or other repurchase or
 return basis;

                  (n) which is evidenced by a promissory note or other
 instrument or by chattel paper;

                  (o) if Agent believes, in the exercise of its reasonable
 judgment, that the prospect of collection of such Account is impaired or that
 the Account may not be paid by reason of the Account Debtor's financial
 inability to pay;

                  (p) with respect to which the Account Debtor is located in the
 states of New Jersey, Minnesota, West Virginia, or any other state requiring
 the filing of a Business Activity Report or similar document in order to bring
 suit or otherwise enforce its remedies against such Account Debtor in the
 courts or through any judicial process of such state, unless Borrower or LDM
 Canada, as applicable, has qualified to do business in New Jersey, Minnesota,
 West Virginia, or such other states, or has filed a Notice of Business
 Activities Report with the applicable division of taxation, the department of
 revenue, or with such other state offices, as appropriate, for the then-current
 year, or is exempt from such filing requirement;

                  (q) arises out of a sale not made in the ordinary course of
 the Borrower's or LDM Canada's business;

                  (r) the goods giving rise to such Account have not been
 shipped and delivered to and accepted by the Account Debtor or the services
 giving rise to such Account have not been performed by the Borrower or LDM
 Canada, and, if applicable, accepted by the Account Debtor, or the Account
 Debtor revokes its acceptance of such goods or services;

                  (s) is owed by an Account Debtor (other than Ford Motor
 Company, General Motors Corporation and Chrysler Corporation) which is
 obligated to the Borrower respecting Accounts the aggregate unpaid balance of
 which exceeds fifteen




                                       9
<PAGE>


         percent (15%) of the aggregate unpaid balance of all Accounts owed to
         the Borrower at such time by all of the Borrower's Account Debtors, but
         only to the extent of such excess;

                           (t) arises out of a contract or order which, by its
         terms, forbids, restricts or makes void or unenforceable the granting
         of a Lien by the Borrower or LDM Canada to the Agent with respect to
         such Account;

                           (u) which is not subject to a first priority and
         perfected security interest in favor of the Agent for the benefit of
         the Lenders;

                           (v) which arise from changes in molds that have not
         been approved by the applicable Account Debtor; or

                           (w) is an Eligible Tooling Receivable.

 If any Account at any time ceases to be an Eligible Account by reason of any of
 the foregoing exclusions or any failure to meet any other eligibility criteria
 established by the Agent in the exercise of its reasonable discretion then such
 Account shall promptly be excluded from the calculation of Eligible Accounts.

                  "Eligible Inventory" means Inventory, valued at the lower of
 cost or market, that constitutes raw materials and first quality finished goods
 and that:

                           (a) is not, in the Agent's reasonable opinion,
         obsolete or unmerchantable;

                           (b) is located at premises owned by the Borrower or
         LDM Canada or on premises otherwise reasonably acceptable to the Agent,
         provided, however, that Inventory located on premises leased to the
         Borrower or LDM Canada shall not be Eligible Inventory unless the
         Borrower or LDM Canada, as applicable, shall have delivered to the
         Agent a written waiver, duly executed on behalf of the appropriate
         landlord and in form and substance acceptable to the Agent, of all
         Liens which the landlord for such premises may be entitled to assert
         against such Inventory;

                           (c) upon which the Agent for the benefit of the
         Lenders has a first priority perfected security interest;

                           (d) is not work-in-process, spare parts, packaging
         and shipping materials, supplies, bill-and-hold Inventory, returned or
         defective Inventory, or Inventory delivered to the Borrower or LDM
         Canada on consignment;

                           (e) is not slow-moving Inventory; and

                           (f) the Agent, in the exercise of its reasonable
         commercial discretion, deems eligible as the basis for Revolving Loans
         based on such collateral and credit criteria as the Agent may from time
         to time establish.




                                       10
<PAGE>


 If any Inventory at any time ceases to be Eligible Inventory, such Inventory
 shall promptly be excluded from the calculation of Eligible Inventory. For
 purposes of determining Revolving Availability, Eligible Inventory shall be
 valued at the lower of cost (on a first-in, first-out "FIFO" basis) or market
 value.

                  "Eligible Tooling Receivable" means an Account arising out of
 tooling used or designed by the Borrower or LDM Canada where:

                           (i) such tooling has been accepted by the Account
                  Debtor pursuant to its PPAP Program or similar program;

                           (ii) the Borrower or LDM Canada, as the case may be,
                  has completed all filings required by the Account Debtor's
                  PPAP Program or similar program with respect to such tooling;

                           (iii) the Account Debtor has accepted parts produced
                  by the Borrower or LDM Canada, as the case may be, using such
                  tooling; and

                           (iv) such Account meets the other criteria necessary
                  to be an Eligible Account.

                  "Environmental Compliance Reserve" means any reserves which
 the Agent, after the Closing Date, establishes upon at least three (3) Business
 Day's prior notice to the Borrower from time to time for amounts that are
 reasonably likely to be expended by the Borrower in order for the Borrower and
 its operations and property (a) to comply with any notice from a Governmental
 Authority asserting material non-compliance with Environmental Laws, or (b) to
 correct any such material non-compliance identified in a report delivered to
 the Agent and the Lenders pursuant to Section 9.7.

                  "Environmental Laws" means all federal, state, provincial or
 local laws, statutes, common law duties, rules, regulations, ordinances and
 codes, together with all administrative orders, directed duties, requests,
 licenses, authorizations and permits of, and agreements with, any Governmental
 Authority, in each case relating to environmental, health, safety and land use
 matters.

                  "Environmental Lien" means a Lien in favor of any Governmental
 Authority or any other Person for (1) any liability under any Environmental
 Laws, or (2) damages arising from, or costs incurred by such Governmental
 Authority or any other Person in response to, a Release or threatened Release
 of a Contaminant into the environment.

                  "Equipment" means all of the Borrower's and LDM Canada's now
 owned and hereafter acquired machinery, equipment, furniture, furnishings,
 fixtures, and other tangible personal property (except Inventory), including
 motor vehicles with respect to which a certificate of title has been issued,
 aircraft, dies, tools, jigs, and office equipment, as well as all of such types
 of property leased by the Borrower and LDM Canada and all of the Borrower's and
 LDM Canada's rights and interests with respect thereto under such leases
 (including, without limitation, options to purchase); together with all present
 and future additions and accessions thereto, replacements therefor, component
 and auxiliary parts and supplies used or to be used in





                                       11
<PAGE>


 connection therewith, and all substitutes for any of the foregoing, and all
 manuals, drawings, instructions, warranties and rights with respect thereto;
 wherever any of the foregoing is located.

                  "ERISA" means the Employee Retirement Income Security Act of
 1974, and regulations promulgated thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
 incorporated) under common control with the Borrower within the meaning of
 Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
 purposes of provisions relating to Section 412 of the Code).

                  "ERISA Event" means (a) a Reportable Event or Termination
 Event with respect to a Pension Plan; (b) a withdrawal by the Borrower, any
 Subsidiary or any ERISA Affiliate from a Pension Plan during a plan year in
 which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA)
 or employer under the PBA or a cessation of operations which is treated as such
 a withdrawal; (c) a complete or partial withdrawal by the Borrower, any
 Subsidiary or any ERISA Affiliate from a Multi-employer Plan or Plan regulated
 or governed by the PBA or notification that a Multi-employer Plan or Plan
 regulated or governed by the PBA is in reorganization; (d) the filing of a
 notice of intent to terminate, the treatment of a Plan amendment as a
 termination, or the commencement of proceedings by the PBGC or other applicable
 Governmental Authority to terminate a Pension Plan or Multi-employer Plan; (e)
 an event or condition which might reasonably be expected to constitute grounds
 for the termination of, or the appointment of a trustee to administer, any
 Pension Plan or Multi-employer Plan; (f) the imposition of any liability under
 Title IV of ERISA, other than PBGC premiums due but not delinquent under
 Section 4007 of ERISA, or PBA or other applicable law of any jurisdiction upon
 the Borrower, any Subsidiary or any ERISA Affiliate; or (g) any failure to make
 or remit any contribution when due in respect of any Plan.

                  "Event of Default" has the meaning specified in Section 11.1.

                  "Exchange Act" means the Securities and Exchange Act of 1934,
 and regulations promulgated thereunder.

                  "Federal Funds Rate" means, for any day, the rate set forth in
 the weekly statistical release designated as H.15(519), or any successor
 publication, published by the Federal Reserve Bank of New York (including any
 such successor, "H.15(519)") on the preceding Business Day opposite the caption
 "Federal Funds (Effective)"; or, if for any relevant day such rate is not so
 published on any such preceding Business Day, the rate for such day will be the
 arithmetic mean as determined by the Agent of the rates for the last
 transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York
 City time) on that day by each of three leading brokers of Federal funds
 transactions in New York City selected by the Agent.

                  "Federal Reserve Board" means the Board of Governors of the
 Federal Reserve System or any successor thereto.

                  "Fee Letter" has the meaning specified in Section 3.4.




                                       12
<PAGE>


                  "Financial Statements" means, according to the context in
 which it is used, the financial statements attached hereto, or any financial
 statements required to be given to the Lenders pursuant to this Agreement.

                  "Fiscal Year" means the Borrower's fiscal year for financial
 accounting purposes. The current Fiscal Year of the Borrower will end on
 September 30, 2001.

                  "Fixed Assets" means Equipment and Real Estate of the Borrower
 and LDM Canada.

                  "Fixed Charges" means as to the Borrower on a consolidated
 basis (other than Como, DBM and LDM Germany), for any fiscal period, the sum
 of(i) interest expenses paid or payable in cash, (ii) cash dividend payments,
 (iii) scheduled installments of principal paid or payable with respect to Debt
 for borrowed money (other than Revolving Loans) and Capital Leases; (iv) that
 portion of Capital Expenditures not financed by borrowings from third parties
 or with the proceeds of Term Loans in an amount not greater than $10,000,000;
 and (v) income taxes paid or payable in cash.

                  "Fixed Charge Coverage Ratio" means for any fiscal period, the
 ratio of EBITDA to Fixed Charges.

                  "Fixture" means all fixtures of the Borrower and LDM Canada as
 such term is defined in the UCC including trade fixtures, building fixtures and
 leasehold improvements.

                  "Funding Date" means the date on which a Borrowing occurs.

                  "GAAP" means generally accepted accounting principles set
 forth from time to time in the opinions and pronouncements of the Accounting
 Principles Board and the American Institute of Certified Public Accountants and
 statements and pronouncements of the Financial Accounting Standards Board (or
 agencies with similar functions of comparable stature and authority within the
 U.S. accounting profession), which are applicable to the circumstances as of
 the Closing Date.

                  "General Intangibles" means all of the Borrower's and LDM
 Canada's now owned or hereafter acquired general intangibles, choses in action
 and causes of action and all other intangible personal property of the Borrower
 and LDM Canada of every kind and nature (other than Accounts), including,
 without limitation, all contract rights, Proprietary Rights, corporate or other
 business records, inventions, designs, blueprints, plans, specifications,
 patents, patent applications, trademarks, service marks, trade names, trade
 secrets, goodwill, copyrights, computer software, customer lists,
 registrations, licenses, franchises, tax refund claims, any funds which may
 become due to the Borrower or LDM Canada in connection with the termination of
 any Plan or other employee benefit plan or any rights thereto and any other
 amounts payable to the Borrower or LDM Canada from any Plan or other employee
 benefit plan, rights and claims against carriers and shippers, rights to
 indemnification, business interruption insurance and proceeds thereof,
 property, casualty or any similar type of insurance and any proceeds thereof,
 and any letter of credit, guarantee, claim, security interest or other security
 held by or granted to the Borrower or LDM Canada to secure payment by an
 Account Debtor of any





                                       13
<PAGE>


 of the Accounts, but excluding proceeds of key-man life insurance on which the
 Borrower is the beneficiary.

                  "Governmental Authority" means any nation or government, any
 state, province, municipality, region or other political subdivision thereof,
 any central bank (or similar monetary or regulatory authority) thereof, any
 entity exercising executive, legislative, judicial, regulatory or
 administrative functions of or pertaining to government, any corporation or
 other entity owned or controlled, through stock or capital ownership or
 otherwise, by any of the foregoing and any department, agency, board,
 commission, tribunal, committee or instrumentality of any of the foregoing.

                  "Guaranty" means, with respect to any Person, all obligations
 of such Person which in any manner directly or indirectly guarantee or assure,
 or in effect guarantee or assure, the payment or performance of any
 indebtedness, dividend or other obligations of any other Person (the
 "guaranteed obligations"), or assure or in effect assure the holder of the
 guaranteed obligations against loss in respect thereof, including, without
 limitation, any such obligations incurred through an agreement, contingent or
 otherwise: (a) to purchase the guaranteed obligations or any property
 constituting security therefor; (b) to advance or supply funds for the purchase
 or payment of the guaranteed obligations or to maintain a working capital or
 other balance sheet condition; or (c) to lease property or to purchase any debt
 or equity securities or other property or services.

                  "Guarantor" means each of LDM Canada and LDM Holding.

                  "Guarantor Collateral" means the "Pledged Collateral" and
 "Collateral" as each such term is defined in the relevant Guarantor Collateral
 Document.

                  "Guarantor Collateral Documents" means the LDM Canada Security
 Agreement, the LDM Canada Mortgage and the LDM Holding Pledge and Security
 Agreement.

                  "Guarantor Documents" means the Guarantor Guarantees and the
 Guarantor Collateral Documents.

                  "Guarantor Guarantees" means the LDM Canada Guarantee and the
 LDM Holding Guarantee.

                  "Indenture" means the indenture governing the Senior
 Subordinated Notes.

                  "Intellectual Property Security Agreement" means the Amended
 and Restated Intellectual Property Security Agreement, dated as of the date
 hereof, executed and delivered by the Borrower to the Agent to evidence and
 perfect the Agent's security interest in the Borrower's present and future
 patents, trademarks, copyrights, and related licenses and rights, for the
 benefit of the Agent and the Lenders.

                  "Intercompany Accounts" means all assets and liabilities,
 however arising, which are due to the Borrower from, which are due from the
 Borrower to, or which otherwise arise from any transaction by the Borrower
 with, any Affiliate.




                                       14
<PAGE>


                  "Intercompany Loans" means the loans made by the Borrower to
 LDM Canada in accordance with Section 9.13.

                  "Intercompany Note" means a demand note evidencing an
 Intercompany Loan made by the Borrower pursuant to Section 9.13(d), such demand
 note to be in form and substance satisfactory to the Agent.

                  "Interest Period" means, as to any LIBOR Rate Loan, the period
 commencing on the Funding Date of such Loan or on the Conversion/Continuation
 Date on which the Loan is converted into or continued as a LIBOR Rate Loan, and
 ending on the date one, two, three or six months thereafter as selected by the
 Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
 provided that:

                           (i) if any Interest Period would otherwise end on a
         day that is not a Business Day, that Interest Period shall be extended
         to the following Business Day unless the result of such extension would
         be to carry such Interest Period into another calendar month, in which
         event such Interest Period shall end on the preceding Business Day;

                           (ii) any Interest Period pertaining to a LIBOR Rate
         Loan that begins on the last Business Day of a calendar month (or on a
         day for which there is no numerically corresponding day in the calendar
         month at the end of such Interest Period) shall end on the last
         Business Day of the calendar month at the end of such Interest Period;
         and

                           (iii) no Interest Period for any Revolving Loan shall
         extend beyond the Termination Date.

                  "Interest Rate" means each or any of the interest rates,
 including the Default Rate, set forth in Section 3.1.

                  "Interest Rate Swap" means that certain interest rate swap (or
 swaps), between Borrower and the Swap Creditor, in form and substance
 acceptable to Agent, in respect of Borrower's Senior Subordinated Notes;
 provided, that the face amount of such Senior Subordinated Notes that are
 subject to the Interest Rate Swap shall not exceed $50,000,000.

                  "Interest Rate Swap Exposure" means, at any particular point
 in time, the Dollar amount of Borrower's potential payment obligations pursuant
 to the Interest Rate Swap as calculated by the Agent, in its sole discretion.

                  "Inventory" means all of the Borrower's and LDM Canada's now
 owned and hereafter acquired inventory, goods, merchandise, and other personal
 property, wherever located, to be furnished under any contract of service or
 held for sale or lease, all returned goods, raw materials, other materials and
 supplies of any kind, nature or description which are or might be consumed in
 the Borrower's business or used in connection with the packing, shipping,
 advertising, selling or finishing of such goods, merchandise and such other
 personal property, and all documents of title or other documents representing
 them.




                                       15
<PAGE>


                  "Investment Property" means all investment property as such
 term is defined in the UCC as now or hereafter in effect in those states that
 adopt such definition.

                  "IRS" means the Internal Revenue Service and any Governmental
 Authority succeeding to any of its principal functions under the Code.

                  "Latest Projections" means: (a) on the Closing Date and
 thereafter until the Lenders receive new projections pursuant to Section
 7.2(e), the projections of the Borrower's results of operations for the 2001,
 2002 and 2003 Fiscal Years delivered to the Lenders prior to the Closing Date;
 and (b) thereafter, the projections most recently received by the Lenders
 pursuant to Section 7.2(e).

                  "LDM Canada" means LDM Technologies Company, a Nova Scotia
 unlimited liability company.

                  "LDM Canada Borrowing Base" means the sum of:

                  (a) up to eighty-five percent (85%) of the Net Amount of
         Eligible Accounts of LDM Canada; plus

                  (b) up to eighty-five percent (85%) of the Net Amount of
         Eligible Tooling Receivables of LDM Canada; plus

                  (c) up to sixty percent (60%) of the book value of LDM
         Canada's Eligible Inventory (valued at the lower of cost or market on a
         First-In First-Out basis); less

                  (i)   a reserve for customer deposits reflected on LDM
                        Canada's books and records;

                  (ii)  reserves established by Agent for goods and services,
                        excise and sales taxes; and

                  (iii) all other reserves which the Agent in its reasonable
                        credit judgment deems necessary to establish and
                        maintain with respect to LDM Canada's account upon at
                        least one (1) Business Day's prior notice thereof to LDM
                        Canada, including, without limitation, any amounts which
                        the Agent may need to pay for the account of LDM Canada
                        in order to preserve the value of the Collateral and/or
                        the priority of the Agent's Lien in the Collateral
                        consistent with the terms of this Agreement and the
                        other Loan Documents.

                  The Borrower shall reflect the LDM Canada Borrowing Base in
 United States dollars in form and method acceptable to the Agent.

                  "LDM Canada Guarantee" means, collectively, (i) the LDM Canada
 Guarantee, dated as of January 22, 1997, duly executed and delivered by LDM
 Canada to the Agent for the benefit of itself and the Lenders and (ii) the LDM
 Canada Guarantee, dated as of February 6, 1998, duly executed and delivered by
 LDM Canada to the Term Agent, for the benefit of itself





                                       16
<PAGE>


 and the Term Lenders, as each may be amended, supplemented or otherwise
 modified from time to time.

                  "LDM Canada Security Agreement" means, collectively, (i) the
 $100,000,000 Cdn. fixed and floating charge demand debenture and related pledge
 agreement in respect thereof, each dated as of January 22, 1997, duly executed
 and delivered by LDM Canada to the Agent for the benefit of itself and the
 Lenders; (ii) the $100,000,000 Cdn. fixed and floating charge demand debenture
 and related pledge agreement in respect thereof, each dated as of February 6,
 1998, duly executed and delivered by LDM Canada in favor of the Term Agent, for
 the benefit of itself and the Term Lenders, as each may be amended,
 supplemented or otherwise modified from time to time; and (iii) the general
 security agreement dated as of March 23, 2001 duly executed and delivered by
 LDM Canada to the Agent for the benefit of itself and the Lenders as each may
 be amended, supplemented or otherwise modified from time to time.

                  "LDM Germany" means LDM Technologies GmbH, organized under the
 laws of Germany, a wholly-owned Subsidiary of the Borrower.

                  "LDM Holding" means LDM Holding Canada, Inc., a Michigan
 corporation.

                  "LDM Holding Guarantee" means the Amended and Restated LDM
 Holding Guarantee, dated as of the date hereof, duly executed and delivered by
 LDM Holding to the Agent, for the benefit of itself and the Lenders, as the
 same may be amended, supplemented or otherwise modified from time to time.

                  "LDM Holding Pledge and Security Agreement" means the Amended
 and Restated LDM Holding Pledge and Security Agreement, dated as of the date
 hereof, duly executed and delivered by LDM Holding in favor of the Agent, for
 the benefit of itself and the Lenders, as the same may be amended, supplemented
 or otherwise modified from time to time.

                  "Lender" and "Lenders" have the meanings specified in the
 introductory paragraph hereof.

                  "Lending Office" means with respect to a Lender or the Agent,
 any office, branch, subsidiary or affiliate of such Lender or the Agent.

                  "Letter of Credit" has the meaning specified in Section
 2.4(a).

                  "Letter of Credit Fee" has the meaning specified in Section
 3.6.

                  "LIBOR Interest Rate Determination Date" means each date of
 calculating the LIBOR Rate for purposes of determining the interest rate with
 respect to an Interest Period. The LIBOR Interest Rate Determination Date for
 any LIBOR Rate Loan shall be the second Business Day prior to the first day of
 the related Interest Period for such LIBOR Rate Loan.

                  "LIBOR Rate" means, for any Interest Period, with respect to
 LIBOR Rate Loans comprising part of the same Borrowing, the rate of interest
 per annum (rounded upward to the next 1/16th of 1.0%) determined by the Agent
 as follows:




                                       17
<PAGE>



                        LIBOR Rate (=)                LIBOR
                                      -------------------------------------
                                      1.00 - Eurodollar Reserve Percentage

 Where,

                           "Eurodollar Reserve Percentage" means for any day for
                  any Interest Period the maximum reserve percentage (expressed
                  as a decimal, rounded upward to the next 1/100th of 1.0%) in
                  effect on such day (whether or not applicable to any Lender)
                  under regulations issued from time to time by the Federal
                  Reserve Board for determining the maximum reserve requirement
                  (including any emergency, supplemental or other marginal
                  reserve requirement) with respect to Eurocurrency funding
                  (currently referred to as "Eurocurrency liabilities"); and

                           "LIBOR" means the rate of interest per annum (rounded
                  upward to the next 1/16 of 1%) notified to the Agent by Bank
                  of America as the rate of interest at which dollar deposits in
                  the approximate amount of the Loan to be made or continued as,
                  or converted into, a LIBOR Rate Loan and having a maturity
                  comparable to such Interest Period would be offered by Bank of
                  America's applicable lending office to major banks in the
                  London eurodollar market at approximately 11:00 a.m. (London
                  time) two Business Days prior to the commencement of such
                  Interest Period.

                  "LIBOR Rate Loan" means a Revolving Loan during any period in
 which it bears interest at the LIBOR Rate.

                  "Lien" means: (a) any interest in property securing an
 obligation owed to, or a claim by, a Person other than the owner of the
 property, whether such interest is based on the common law, statute, or
 contract, and including without limitation, a security interest, hypothecation,
 charge, claim, or lien arising from a mortgage, deed of trust, encumbrance,
 pledge, hypothecation, assignment, deposit arrangement, agreement, security
 agreement, conditional sale or trust receipt or a lease, consignment or
 bailment for security purposes; and (b) to the extent not included under clause
 (a), (i) any reservation, exception, encroachment, easement, right-of-way,
 covenant, condition, restriction, lease or other title exception or encumbrance
 affecting property and (ii) any other lien, charge, privilege, secured claim,
 title retention, garnishment right, deemed trust, encumbrance or other right
 affecting Property, choate or inchoate, whether or not crystallized or fixed,
 whether or not for amounts due or accruing due, arising by any statute, act or
 law of any jurisdiction, at common law, in equity or by any agreement.

                  "Loan Account" means the loan account of the Borrower, which
 account shall be maintained by the Agent.

                  "Loan Documents" means this Agreement, the Term Loan Notes,
 the Intellectual Property Security Agreement, the Mortgages, the Pledge
 Agreement, the Guarantor Documents, the Intercompany Note, the Interest Rate
 Swap and any other agreements, instruments, and documents heretofore, now or
 hereafter evidencing, securing, guaranteeing or otherwise relating





                                       18
<PAGE>


 to the Obligations, the Collateral, or any other aspect of the transactions
 contemplated by this Agreement.

                  "Loans" means, collectively, all loans and advances provided
 for in Article 2.

                  "Majority Lenders" means, at any time, Lenders whose Pro Rata
 Shares aggregate more than 66 2/3% of the Commitments, plus, Term Loan Lenders
 whose Pro Rata Shares (as defined in the Term Loan Agreement) aggregate more
 than 66 2/3% of the Commitments under, and as defined in, the Term Loan
 Agreement.

                  "Margin Stock" means "margin stock" as such term is defined in
 Regulation T, U or X of the Federal Reserve Board.

                  "Material Adverse Effect" means (a) a material adverse change
 in, or a material adverse effect upon, the operations, business, properties,
 condition (financial or otherwise) or prospects of the Borrower and LDM Canada
 on a consolidated basis or the Collateral, the Pledged Collateral or the
 Guarantee Collateral on a consolidated basis; (b) a material impairment of the
 ability of the Borrower or any Guarantor to perform under any Loan Document to
 which such Person is a party and to avoid any Event of Default; or (c) a
 material adverse effect upon the legality, validity, binding effect or
 enforceability against the Borrower or any Guarantor of any Loan Document.

                  "Maximum Amount" means, at any time, an amount equal to the
 Maximum Revolver Amount at such time.

                  "Maximum Rate" has the meaning specified in Section 3.3.

                  "Maximum Revolver Amount" means $63,000,000.

                  "Membership Pledge Agreement" means that certain Amended and
 Restated Membership Pledge Agreement, dated as of the date hereof, executed by
 the Borrower in favor of the Agent, as the same may be amended, restated,
 supplemented as otherwise modified from time to time.

                  "Mortgages" means: (a) each Mortgage, Charge/Mortgage of Land,
 Security Agreement, and Assignments of Leases and Rents as amended and
 restated, dated the date hereof between the Borrower and/or LDM Canada and the
 Agent and delivered to the Agent; and (b) all other real property mortgages,
 leasehold mortgages, assignments of leases, mortgage deeds, deeds of trust,
 deeds to secure debt, security agreements, and other similar instruments
 hereafter entered into which provide the Agent a lien on or other interest in
 any portion of the Premises or the Real Estate or which relate to any such Lien
 or interest.

                  "Multi-employer Plan" means a "multi-employer plan" as defined
 in Section 4001(a)(3) of ERISA which is or was at any time during the current
 year or the immediately preceding six (6) years contributed to by the Borrower
 or any ERISA Affiliate.

                  "Net Amount of Eligible Accounts" means the gross amount of
 Eligible Accounts less sales, excise or similar taxes, and less returns,
 discounts, accrued rebates (including volume





                                       19
<PAGE>


 rebates), claims, credits and allowance of any nature at any time issued,
 owing, granted, outstanding, available or claimed in respect of such Eligible
 Accounts.

                  "Notice of Borrowing" means a notice of Borrowing in the form
 of Exhibit C.

                  "Notice of Conversion/Continuation" means notice of conversion
 or continuation in the form of Exhibit D.

                  "Obligations" means all present and future loans, advances,
 liabilities, obligations, covenants, duties, and debts owing by the Borrower to
 the Agent and/or any Lender or the Swap Creditor, arising under or pursuant to
 this Agreement or any of the other Loan Documents, whether or not evidenced by
 any note, or other instrument or document, whether arising from an extension of
 credit, opening of a letter of credit, acceptance, loan, guaranty,
 indemnification or otherwise, whether direct or indirect (including, without
 limitation, those acquired by assignment from others, and any participation by
 the Agent and/or any Lender in the Borrower's debts owing to others), absolute
 or contingent, due or to become due, primary or secondary, as principal or
 guarantor, and including, without limitation, all principal, interest, charges,
 expenses, fees, attorneys' fees, filing fees and any other sums chargeable to
 the Borrower hereunder or under any of the other Loan Documents. "Obligations"
 includes, without limitation, all debts, liabilities, and obligations now or
 hereafter owing from the Borrower to the Agent and/or any Lender under or in
 connection with the Letters of Credit or to the Swap Credit or with respect to
 the Interest Rate Swap.

                  "Other Taxes" means any present or future stamp or documentary
 taxes or any other excise or property taxes, charges or similar levies which
 arise from any payment made hereunder or from the execution, delivery or
 registration of, or otherwise with respect to, this Agreement or any other Loan
 Documents.

                  "Participating Lender" means any Person who shall have been
 granted the right by any Lender to participate in the financing provided by
 such Lender under this Agreement, and who shall have entered into a
 participation agreement in form and substance satisfactory to such Lender.

                  "Payment Account" means each blocked bank account established
 pursuant to Section 6.9, to which the funds of the Borrower (including, without
 limitation, proceeds of Accounts and other Collateral) are deposited or
 credited, and which is maintained in the name of the Agent or the Borrower, as
 the Agent may determine, on terms acceptable to the Agent.

                  "PBA" means the Pension Benefits Act of Ontario and all
 regulations thereunder as amended from time to time, and any successor
 legislation.

                  "PBGC" means the Pension Benefit Guaranty Corporation or any
 Governmental Authority succeeding to the functions thereof.

                  "Pending Revolving Loans" means, at any time, the aggregate
 principal amount of all Revolving Loans requested in any Notice(s) of Borrowing
 received by the Agent which have not yet been advanced.




                                       20
<PAGE>


                  "Pension Plan" means a pension plan (as defined in Section
 3(2) of ERISA or the applicable laws of any other jurisdictions including the
 PBA) subject to Title IV of ERISA or the applicable laws of any other
 jurisdictions including the PBA which the Borrower or LDM Canada sponsors,
 maintains, or to which it makes, is making, or is obligated to make
 contributions, or has made contributions at any time during the immediately
 preceding five (5) plan years.

                  "Permitted Liens" means:

                  (a)   Liens for taxes not delinquent or for taxes being
                        contested in good faith by appropriate proceedings and
                        as to which adequate financial reserves have been
                        established on the Borrower's books and records and a
                        stay of enforcement of any such Lien is in effect;

                  (b)   the Agent's Liens;

                  (c)   deposits under worker's compensation, unemployment
                        insurance, social security and other similar laws, or to
                        secure the performance of bids, tenders or contracts
                        (other than for the repayment of borrowed money) or to
                        secure indemnity, performance or other similar bonds for
                        the performance of bids, tenders or contracts (other
                        than for the repayment of borrowed money) or to secure
                        statutory obligations (other than liens arising under
                        ERISA or Environmental Liens) or surety or appeal bonds,
                        or to secure indemnity, performance or other similar
                        bonds in the ordinary course of business;

                  (d)   Liens securing the claims or demands of materialmen,
                        mechanics, carriers, warehousemen, landlords and other
                        like Persons; provided that the payment thereof is not
                        at the time required by Section 9.1;

                  (e)   reservations, exceptions, encroachments, easements,
                        rights of way, covenants running with the land, and
                        other similar title exceptions or encumbrances affecting
                        any Real Estate; provided that they do not in the
                        aggregate materially detract from the value of the Real
                        Estate or materially interfere with its use in the
                        ordinary conduct of the Borrower's business;

                  (f)   judgment and other similar Liens arising in connection
                        with court proceedings; provided that (A) the existence
                        of such Liens is being contested in good faith and by
                        proper proceedings diligently pursued, (B) reserves or
                        other appropriate provision, if any, as are required by
                        GAAP have been made therefor, (C) a stay of enforcement
                        of any such Liens is in effect, (D) the priority of any
                        such Liens is subordinate to that of the Agent's Liens,
                        and (E) the existence of any judgment or court
                        proceedings upon which such Liens are based does not
                        otherwise constitute an Event of Default under this
                        Agreement;

                  (g)   Liens in existence on the Closing Date and listed on
                        Schedule 9.19, and any extensions or renewals thereof,
                        provided that (x) the aggregate




                                       21
<PAGE>


                      principal amount of the Debt, if any, secured by such Lien
                      does not increase from that amount outstanding at the time
                      of any such renewal or extension and (y) any such renewal
                      or extension does not encumber any additional assets or
                      properties of the Borrower or any of its Subsidiaries;

                  (h) Liens securing Intercompany Notes issued in accordance
                      with Section 9.13; and

                  (i) Liens securing the Term Loan Agreement Obligations.

                  "Person" means any individual, sole proprietorship,
 partnership, joint venture, trust, unincorporated organization, association,
 corporation, Governmental Authority, or any other entity.

                  "Pledge Agreement" means the Amended and Restated Pledge
 Agreement, dated as of the date hereof, duly executed and delivered by the
 Borrower for the benefit of the Agent and the Lenders, as the same may be
 amended, supplemented or otherwise modified from time to time.

                  "Pledged Collateral" has the meaning specified in the Pledge
 Agreement.

                  "Plan" means an employee benefit plan (as defined in Section
 3(3) of ERISA or the applicable laws of any other jurisdiction) which the
 Borrower or any Subsidiary sponsors or maintains or to which the Borrower or
 any Subsidiary makes, is making, or is obligated to make contributions and
 includes any Pension Plan.

                  "PPSA" means the Personal Property Security Act of Ontario or
 other applicable jurisdiction, and all regulations thereunder, as amended from
 time to time, and any successor legislation.

                  "Premises" means the land identified by addresses on Schedule
 8.12, together with all buildings, improvements, and fixtures thereon and all
 tenements, hereditaments, and appurtenances belonging or in any way
 appertaining thereto, and which constitutes all of the real property in which
 the Borrower or LDM Canada has any interests on the Closing Date.

                  "Prior Credit Agreement" has the meaning specified in the
 Recitals hereto.

                  "Pro Rata Share" means, with respect to a Lender, a fraction
 (expressed as a percentage), the numerator of which is the amount of such
 Lender's Commitment and the denominator of which is the sum of the amounts of
 all of the Lenders' Commitments.

                  "Proprietary Rights" means all of the Borrower's and LDM
 Canada's now owned and hereafter arising or acquired: licenses, franchises,
 permits, patents, patent rights, copyrights, works which are the subject matter
 of copyrights, trademarks, service marks, trade names, trade styles, patent,
 trademark and service mark applications, and all licenses and rights related to
 any of the foregoing, including, without limitation, those patents, trademarks,
 service marks and copyrights set forth on Schedule 8.13 hereto, and all other
 rights under any of the foregoing, all





                                       22
<PAGE>


 extensions, renewals, reissues, divisions, continuations, and
 continuations-in-part of any of the foregoing, and all rights to sue for past,
 present and future infringement of any of the foregoing.

                  "Real Estate" means all of the present and future interests of
 the Borrower and/or any Subsidiary, as owner, lessee, or otherwise, in the
 Premises, including, without limitation, any interest arising from an option to
 purchase or lease the Premises or any portion thereof.

                  "Release" means a release, spill, emission, leaking, pumping,
 injection, deposit, disposal, discharge, dispersal, leaching or migration of a
 Contaminant into the indoor or outdoor environment or into or out of any Real
 Estate or other property, including the movement of Contaminants through or in
 the air, soil, surface water, groundwater or Real Estate or other property.

                  "Rentals" has the meaning specified in Section 9.24.

                  "Reportable Event" means, any of the events set forth in
 Section 4043(b) of ERISA or the regulations thereunder, other than any such
 event for which the 30-day notice requirement under ERISA has been waived in
 regulations issued by the PBGC.

                  "Required Lenders" means, at any time Lenders whose Pro Rata
 Shares aggregate more than 35% of the Commitments.

                  "Requirement of Law" means, as to any Person, any law
 (statutory or common), treaty, rule or regulation or determination of an
 arbitrator or of a Governmental Authority, in each case applicable to or
 binding upon the Person or any of its property or to which the Person or any of
 its property is subject.

                  "Responsible Officer" means the chief executive officer or the
 president of the Borrower, or any other officer having substantially the same
 authority and responsibility; or, with respect to compliance with financial
 covenants, the chief financial officer or the treasurer of the Borrower, or any
 other officer having substantially the same authority and responsibility.

                  "Restricted Investment" means any acquisition of property by
 the Borrower or LDM Canada in exchange for cash or other property, whether in
 the form of an acquisition of stock, debt, or other indebtedness or obligation,
 or the purchase or acquisition of any other property, or a loan, advance,
 capital contribution, or subscription: except (A) intercompany loans made by
 the Borrower to LDM Canada pursuant to Section 9.13(d), and (B) acquisitions of
 the following:

                  (a)   Equipment to be used in the business of the Borrower or
                        LDM Canada so long as the acquisition costs thereof
                        constitute Capital Expenditures permitted hereunder;

                  (b)   goods held for sale or lease or to be used by the
                        Borrower or LDM Canada in the ordinary course of
                        business;


                                       23
<PAGE>


                  (c)   current assets arising from the sale or lease of goods
                        or the rendition of services in the ordinary course of
                        business of the Borrower or LDM Canada;

                  (d)   direct obligations of the United States of America, or
                        any agency thereof, or obligations guaranteed by the
                        United States of America, provided that such obligations
                        mature within one year from the date of acquisition
                        thereof;

                  (e)   certificates of deposit maturing within one year from
                        the date of acquisition, bankers' acceptances,
                        Eurodollar bank deposits, or overnight bank deposits, in
                        each case issued by, created by, or with a bank or trust
                        company organized under the laws of the United States or
                        any state thereof having capital and surplus aggregating
                        at least $100,000,000;

                  (f)   commercial paper given a rating of "A2" or better by
                        Standard & Poor's Corporation or "P2" or better by
                        Moody's Investors Service, Inc. and maturing not more
                        than ninety (90) days from the date of creation thereof;

                  (g)   life insurance premiums of up to $2,500,000 per annum
                        for life insurance on the lives of the Borrower's
                        principal stockholders;

                  (h)   loans to employees outstanding as of the Closing Date;

                  (i)   loans and advances in the ordinary course of business to
                        officers, directors and employees for business-related
                        travel expenses, moving expenses and other similar
                        expenses in an aggregate principal amount not to exceed
                        $250,000 at any time; and

                  (j)   the conversion of all or portion of the Intercompany
                        Note into equity interests of a Guarantor (other than
                        LDM Holding).

                  "Revolving Loans" has the meaning specified in Section 2.2.

                  "Revolver Availability" means, at any time, the lesser of:

                  (A)   the Maximum Revolving Amount at such time;

                                       or

                  (B)   the Borrower's Borrowing Base at such time plus the LDM
         Canada borrowing Base, less

                  (C)   in each case, the sum of the following:

                        (i)  the unpaid balance of Revolving Loans at such time;


                                       24
<PAGE>
                           (ii)  the aggregate underdrawn face amount of all
                                 outstanding Letters of Credit which the Agent
                                 has caused to be issued or obtained for the
                                 Borrower's account;

                           (iii) the aggregate amount of Pending Revolving
                                 Loans;

                           (iv)  the aggregate amount of unpaid reimbursement
                                 obligations in respect of Letters of Credit;

                           (v)   reserves for accrued interest on the
                                 Obligations; and

                           (vi)  the Environmental Compliance Reserve;

 provided, however, that at no time shall Revolver Availability exceed the
 amount of Senior Debt (as defined in the Indenture) attributable to this
 Agreement permitted to be incurred pursuant to Section 4.03 of the Indenture.

                  "Romulus Capital Expenditures" shall mean Capital Expenditures
 made by the Borrower in connection with improvements at the Borrower's
 leasehold plant located in Romulus, Michigan.

                  "Senior Subordinated Notes" means the 10-3/4% Senior
 Subordinated Notes due 2007 issued by the Borrower.

                  "Solvent" means when used with respect to any Person that (a)
 the fair value of all its assets is in excess of the total amount of its debts
 (including contingent liabilities);(b)it is able to pay its debts as they
 mature; (c) it does not have unreasonably small capital for the business in
 which it is engaged or for any business or transaction in which it is about to
 engage; and (d) it is not "insolvent" as such term is defined in Section
 101(32) of the Bankruptcy Code.

                  "Stated Termination Date" means January 21, 2005; provided,
 however, that the Borrower may request an extension of the Stated Termination
 Date for an additional year by submitting a written request for such extension
 to the Agent not less than ninety (90) days prior to the annual anniversary of
 the Closing Date and any subsequent anniversary, which written request will be
 communicated promptly by the Agent to each Lender. Not less than thirty (30)
 days prior to the annual anniversary of the Closing Date and any subsequent
 anniversary, the Agent shall notify the Borrower in writing whether all of the
 Lenders elected to accept such extension. No extension of the Stated
 Termination Date will become effective until the Agent delivers the notice
 referred to in the immediate preceding sentence. All outstanding Loans and the
 unpaid accrued interest thereon shall be due and payable in full by the
 Borrower on the Stated Termination Date.

                  "Subsidiary" means any corporation of which more than fifty
 percent (50.0%) of the outstanding securities of any class or classes, the
 holders of which are ordinarily, in the absence of contingencies, entitled to
 elect a majority of the corporate directors (or Persons performing similar
 functions), is at the time, directly or indirectly through one or more
 intermediaries, owned by the Borrower and/or one or more of its Subsidiaries.




                                       25
<PAGE>


                  "Supporting Letter of Credit" has the meaning specified in
 Section 2.4(j).

                  "Swap Creditor" means Bank of America, N.A., a national
 banking association, or any successor entity thereto.

                  "Taxes" means any and all present or future taxes, levies,
 imposts, deductions, charges or withholdings, and all liabilities with respect
 thereto, excluding, in the case of each Lender and the Agent, such taxes
 (including income taxes or franchise taxes) as are imposed on or measured by
 each Lender's net income by the jurisdiction (or any political subdivision
 thereof) under the laws of which such Lender or the Agent, as the case may be,
 is organized or maintains a Lending Office.

                  "Term Agent" means Bank of America in its capacity as agent
 for the Term Lenders under the Term Loan Agreement.

                  "Term Lender" means a Lender under, and as defined in, the
 Term Loan Agreement.

                  "Term Loan Agreement" means the Amended and Restated Term Loan
 and Security Agreement, dated as of the date hereof, among the Borrower, the
 Term Agent and the Term Lenders, as the same may be supplemented, amended or
 otherwise modified from time to time.

                  "Term Loan Agreement Obligations" means the Obligations under,
 and as defined in, the Term Loan Agreement.

                  "Term Loan Notes" shall have the meaning ascribed thereto in
 the Term Loan Agreement.

                  "Term Loans" means Term Loans under, and as defined in, the
 Term Loan Agreement.

                  "Termination Date" means the earliest to occur of (i) the
 Stated Termination Date, (ii) the date the Commitment is terminated either by
 the Borrower pursuant to Section 4.2 or by the Majority Lenders pursuant to
 Section 11.2, and (iii) the date this Agreement is otherwise terminated for any
 reason whatsoever.

                  "Termination Event" means: (a) the whole or partial withdrawal
 of the Borrower or any Subsidiary from a Plan during a plan year; or (b) the
 filing of a notice of intent to terminate in whole or in part a Plan or the
 treatment of a Plan amendment as a termination or partial termination; or (c)
 the institution of proceedings by any Public Authority to terminate in whole or
 in part or have a trustee appointed to administer a Plan; or (d) any other
 event or condition which might constitute grounds for the termination of,
 winding up or partial termination or winding up or the appointment of a trustee
 to administer, any Plan.

                  "Total Facility" has the meaning specified in Section 2.1.



                                       26
<PAGE>


                  "UCC" means the Uniform Commercial Code (as amended or any
 successor statute) of the State of Illinois or of any other state the laws of
 which are required by Section 9-103 thereof to be applied in connection with
 the issue of perfection of security interests.

                  "Unused Letter of Credit Subfacility" means an amount equal to
 $20,000,000 minus the sum of (a) the aggregate undrawn amount of all
 outstanding Letters of Credit plus (b) the aggregate unpaid reimbursement
 obligations with respect to all Letters of Credit.

                  "Unfunded Pension Liability" means the excess of a Plan's
 benefit liabilities over the current value of that Plan's assets, determined in
 accordance with the assumptions used for funding the Pension Plan pursuant to
 Section 412 of the Code or the PBA or other applicable laws of any jurisdiction
 for the applicable plan year and includes in the case of any Plan regulated or
 governed by the PBA or applicable laws of any jurisdiction, any unfunded
 liability or solvency deficiency as determined under the PBA or other
 applicable laws.

          1.2 Accounting Terms. Any accounting term used in this Agreement shall
 have, unless otherwise specifically provided herein, the meaning customarily
 given in accordance with GAAP, and all financial computations hereunder shall
 be computed, unless otherwise specifically provided herein, in accordance with
 GAAP as consistently applied and using the same method for inventory valuation
 as used in the preparation of the Financial Statements.

          1.3 Interpretive Provisions.

              (a) The meanings of defined terms are equally applicable to the
 singular and plural forms of the defined terms.

              (b) The words "hereof," "herein," "hereunder" and similar words
 refer to this Agreement as a whole and not to any particular provision of this
 Agreement; and Subsection, Section, Schedule and Exhibit references are to this
 Agreement unless otherwise specified.

              (c) (i) The term "documents" includes any and all instruments,
 documents, agreements, certificates, indentures, notices and other writings,
 however evidenced.

                  (ii) The term "including" is not limiting and means "including
 without limitation."

                  (iii) In the computation of periods of time from a specified
 date to a later specified date, the word "from" means "from and including," the
 words "to" and "until" each mean "to but excluding" and the word "through"
 means "to and including."

              (d) Unless otherwise expressly provided herein, (i) references to
 agreements (including this Agreement) and other contractual instruments shall
 be deemed to include all subsequent amendments and other modifications thereto,
 but only to the extent such amendments and other modifications are not
 prohibited by the terms of any Loan Document, and (ii) references to any
 statute or regulation are to be construed as including all statutory and
 regulatory provisions consolidating, amending, replacing, supplementing or
 interpreting the statute or regulation.



                                       27
<PAGE>


              (e) The captions and headings of this Agreement are for
 convenience of reference only and shall not affect the interpretation of this
 Agreement.

              (f) This Agreement and other Loan Documents may use several
 different limitations, tests or measurements to regulate the same or similar
 matters. All such limitations, tests and measurements are cumulative and shall
 each be performed in accordance with their terms.

              (g) This Agreement and the other Loan Documents are the result of
 negotiations among and have been reviewed by counsel to the Agent, the
 Borrower, each Guarantor and the other parties, and are the products of all
 parties. Accordingly, they shall not be construed against the Lenders or the
 Agent merely because of the Agent's or Lender's involvement in their
 preparation.

                                    ARTICLE 2

                           LOANS AND LETTERS OF CREDIT

         2.1 Total Facility. Subject to all of the terms and conditions of this
 Agreement, the Lenders severally agree to make available a total credit
 facility of up to $63,000,000 (the "Total Facility") for the Borrower's use
 from time to time during the term of this Agreement. The total Facility
 shall be comprised of a revolving line of credit consisting of revolving loans
 and letters of credit up to the Maximum Revolver Amount, as described in
 Sections 2.2 and 2.4.

         2.2 Revolving Loans.

             (a) Amounts. Subject to the satisfaction of the conditions
 precedent set forth in Article 10, each Lender severally agrees, upon the
 Borrower's request from time to time on any Business Day during the period from
 the Closing Date to the Termination Date, to make revolving loans (the
 "Revolving Loans") to the Borrower, in amounts not to exceed (except with
 respect to BANA Loans) such Lender's Pro Rata Share of the Borrower's Revolver
 Availability. The Lenders, however, in their discretion, may elect to make
 Revolving Loans or participate (as provided for in Section 2.4(f) in the credit
 support or enhancement provided through the Agent to the issuers of Letters of
 Credit in excess of the Revolver Availability on one or more occasions, but if
 they do so, neither the Agent nor the Lenders shall be deemed thereby to have
 changed the limits of the Maximum Revolver Amount or the Revolver Availability
 or to be obligated to exceed such limits on any other occasion. If the sum of
 outstanding Revolving Loans, the aggregate amount of Pending Revolving Loans,
 the undrawn amount of outstanding Letters of Credit and any unpaid
 reimbursement obligations in respect of Letters of Credit exceeds the Revolver
 Availability, the Lenders may refuse to make or otherwise restrict the making
 of Revolving Loans as the Lenders determine until such excess has been
 eliminated.

             (b) Procedure for Borrowing.

                 (i) Each Borrowing of Revolving Loans shall be made upon the
         Borrower's irrevocable written notice delivered to the Agent in the
         form of a Notice of Borrowing (which notice must be received by the
         Agent prior to 11:00 a.m. (Chicago time) (x) three (3) Business Days
         prior to the requested Funding Date, in the case of




                                       28
<PAGE>


         LIBOR Rate Loans and (y) no later than 11:00 a.m. (Chicago time) on the
         requested Funding Date, in the case of Base Rate Loans):

                                    (A) specifying the amount of the Borrowing,
         which, in the case of LIBOR Rate Loans shall be an amount not less than
         $1,000,000 or in an integral multiple of $1,000,000 in excess
         thereof;

                                    (B) specifying the requested Funding Date,
         which shall be a Business Day;

                                    (C) specifying whether the Revolving Loans
         requested are to be Base Rate Loans or LIBOR Rate Loans provided,
         however, that with respect to the Borrowing to be made on the Closing
         Date, such Borrowings will consist of Base Rate Loans only;

                                    (D) specifying the duration of the Interest
         Period if the requested Revolving Loans are to be LIBOR Rate Loans. If
         the Notice of Borrowing fails to specify the duration of the Interest
         Period for any Borrowing comprised of LIBOR Rate Loans, such Interest
         Period shall be three months; and

                                    (E) in the event that all or a portion of
         the proceeds of the Revolving Loan requested will be utilized to make
         an Intercompany Loan pursuant to Section 9.13, setting forth in
         reasonable detail the calculations required to establish that the
         aggregate amount of such Intercompany Loan (and all prior Intercompany
         Loans made with proceeds of Revolving Loans) does not exceed the sum of
         (a) the lesser of (x) $5,000,000 and (y) the LDM Canada Borrowing Base
         at such time plus (b) $4,000,000.

                           (ii) After giving effect to any Borrowing, there may
         not be more than five (5) different Interest Periods in effect.

                           (iii) With respect to any request for Base Rate
         Loans, in lieu of delivering the above-described Notice of Borrowing
         the Borrower may give the Agent telephonic notice of such request by
         the required time, with such telephonic notice to be confirmed in
         writing within twenty-four (24) hours of the giving of such notice but
         Agent shall be entitled to rely on the telephonic notice in making such
         Revolving Loans.

                  (c) Reliance upon Authority. On or prior to the Closing Date
 and thereafter prior to any change with respect to any of the information
 contained in the following clauses (i) and (ii), the Borrower shall deliver to
 the Agent a writing setting forth (i) the account of the Borrower to which the
 Agent is authorized to transfer the proceeds of the Revolving Loans requested
 pursuant to this Section 2.2, and (ii) the names of the officers authorized to
 request Revolving Loans on behalf of the Borrower, and shall provide the Agent
 with a specimen signature of each such officer. The Agent shall be entitled to
 rely conclusively on such officer's authority to request Revolving Loans on
 behalf of the Borrower, the proceeds of which are to be transferred to any of
 the accounts specified by the Borrower pursuant to the immediately preceding
 sentence, until the Agent receives written notice to the contrary. The Agent
 shall have no duty to verify the identity of any individual representing him or
 herself as one of the officers authorized by the Borrower to make such requests
 on its behalf.



                                       29
<PAGE>


                  (d) No Liability. The Agent shall not incur any liability to
 the Borrower as a result of acting upon any notice referred to in Sections
 2.2(b) and (c), which notice the Agent believes in good faith to have been
 given by an officer duly authorized by the Borrower to request Revolving Loans
 on its behalf or for otherwise acting in good faith under this Section 2.2, and
 the crediting of Revolving Loans to the Borrower's deposit account, or
 transmittal to such Person as the Borrower shall direct, shall conclusively
 establish the obligation of the Borrower to repay such Revolving Loans as
 provided herein.

                  (e) Notice Irrevocable. Any Notice of Borrowing (or telephonic
 notice in lieu thereof) made pursuant to Section 2.2(b) shall be irrevocable
 and the Borrower shall be bound to borrow the funds requested therein in
 accordance therewith.

                  (f) Agent's Election. Promptly after receipt of a Notice of
 Borrowing (or telephonic notice in lieu thereof) pursuant to Section 2.2(b),
 the Agent shall elect, in its discretion, (i) to have the terms of Section
 2.2(g) apply to such requested Borrowing, or (ii) to request Bank of America to
 make a BANA Loan pursuant to the terms of Section 2.2(h) in the amount of the
 requested Borrowing; provided, however, that if Bank of America declines in its
 sole discretion to make a BANA Loan pursuant to Section 2.2(h), the Agent shall
 elect to have the terms of Section 2.2(g) apply to such requested Borrowing.

                  (g) Making of Revolving Loans.

                      (i) In the event that the Agent shall elect to have the
         terms of this Section 2.2(g) apply to a requested Borrowing as
         described in Section 2.2(f), then promptly after receipt of a Notice of
         Borrowing or telephonic notice pursuant to Section 2.2(b), the Agent
         shall notify the Lenders by facsimile transmission, telephone or other
         similar form of transmission, of the requested Borrowing. Each Lender
         shall make the amount of such Lender's Pro Rata Share of the requested
         Borrowing available to the Agent in same day funds, to such account of
         the Agent as the Agent may designate, not later than Noon (Chicago
         time) on the Funding Date applicable thereto. After the Agent's receipt
         of the proceeds of such Revolving Loans, upon satisfaction of the
         applicable conditions precedent set forth in Article 10, the Agent
         shall make the proceeds of such Revolving Loans available to the
         Borrower on the applicable Funding Date by transferring same day funds
         equal to the proceeds of such Revolving Loans received by the Agent to
         the account of the Borrower, designated in writing by the Borrower;
         provided, however, that the amount of Revolving Loans so made on any
         date shall in no event exceed the Revolver Availability of the Borrower
         on such date.

                      (ii) Unless the Agent receives notice from a Lender on or
         prior to the Closing Date or, with respect to any Borrowing after the
         Closing Date, at least one (1) Business Day prior to the date of such
         Borrowing, that such Lender will not make available as and when
         required hereunder to the Agent for the account of the Borrower the
         amount of that Lender's Pro Rata Share of the Borrowing, the Agent may
         assume that each Lender has made such amount available to the Agent in
         immediately available funds on the Funding Date and the Agent may (but
         shall not be so required), in reliance upon such assumption, make
         available to the Borrower on such date a corresponding amount. If and
         to the extent any Lender shall not have made its full amount available
         to the Agent





                                       30
<PAGE>


          in immediately available funds and the Agent in such circumstances has
          made available to the Borrower such amount, that Lender shall on the
          Business Day following such Funding Date make such amount available to
          the Agent, together with interest at the Federal Funds Rate for each
          day during such period. A notice of the Agent submitted to any Lender
          with respect to amounts owing under this subsection shall be
          conclusive, absent manifest error. If such amount is so made
          available, such payment to the Agent shall constitute such Lender's
          Loan on the date of Borrowing for all purposes of this Agreement. If
          such amount is not made available to the Agent on the Business Day
          following the Funding Date, the Agent will notify the Borrower of such
          failure to fund and, upon demand by the Agent, the Borrower shall pay
          such amount to the Agent for the Agent's account, together with
          interest thereon for each day elapsed since the date of such
          Borrowing, at a rate per annum equal to the interest rate applicable
          at the time to the Loans comprising such Borrowing. The failure of any
          Lender to make any Loan on any Funding Date shall not relieve any
          other Lender of any obligation hereunder to make a Loan on such
          Funding Date, but no Lender shall be responsible for the failure of
          any other Lender to make the Loan to be made by such other Lender on
          any Funding Date.

                  (h) Making of BANA Loans.

                      (i) In the event the Agent shall elect, with the consent
          of Bank of America, to have the terms of this Section 2.2(h) apply to
          a requested Borrowing as described in Section 2.2(f), Bank of America
          shall make a Base Rate Loan in the amount of such Borrowing (any such
          Revolving Loan made solely by Bank of America pursuant to this Section
          2.2(h) being referred to as a "BANA Loan" and such Revolving Loans
          being referred to collectively as "BANA Loans") available to the
          Borrower on the Funding Date applicable thereto by transferring same
          day funds to an account of the Borrower, designated in writing by the
          Borrower; provided, however, that the aggregate principal amount of
          BANA Loans shall not at any time exceed $10,000,000. Each BANA Loan is
          a Revolving Loan hereunder and shall be subject to all the terms and
          conditions applicable to other Revolving Loans except that all
          payments thereon shall be payable to Bank of America solely for its
          own account (and for the account of the holder of any participation
          interest with respect to such Revolving Loan). The Agent shall not
          request Bank of America to make any BANA Loan if (i) the Agent shall
          have received written notice from any Lender, or otherwise has actual
          knowledge, that one or more of the applicable conditions precedent set
          forth in Article 10 will not be satisfied on the requested Funding
          Date for the applicable Borrowing, or (ii) the requested Borrowing
          would exceed the Revolver Availability of the Borrower on such Funding
          Date. Bank of America shall not otherwise be required to determine
          whether the applicable conditions precedent set forth in Article 10
          have been satisfied or the requested Borrowing would exceed the
          Availability of the Borrower on the Funding Date applicable thereto
          prior to making, in its sole discretion, any BANA Loan.

                      (ii) The BANA Loans shall be repayable on demand and
          secured by the Collateral, the Pledged Collateral and the Guarantor
          Collateral, shall constitute Revolving Loans and Obligations
          hereunder, and shall bear interest at the rate applicable to Base Rate
          Loans from time to time.




                                       31
<PAGE>


                  (i) Agent Advances.

                      (i) Subject to the limitations set forth in the provisos
         contained in this Section 2.2(i), the Agent is hereby authorized by the
         Borrower and the Lenders, from time to time in the Agent's sole
         discretion, (x) after the occurrence of a Default or an Event of
         Default, or (y) at any time that any of the other applicable conditions
         precedent set forth in Article 10 have not been satisfied, to make
         Revolving Loans to the Borrower on behalf of the Lenders which the
         Agent, in its reasonable business judgment, deems necessary or
         desirable (A) to preserve or protect the Collateral, the Pledged
         Collateral and the Guarantor Collateral, or any portion thereof, (B) to
         enhance the likelihood of, or maximize the amount of, repayment of the
         Loans and other Obligations, or (C) to pay any other amount chargeable
         to the Borrower pursuant to the terms of this Agreement, including,
         without limitation, costs, fees and expenses as described in Section
         15.7 (any of the advances described in this Section 2.2(i) being
         hereinafter referred to as "Agent Advances"); provided, that the Agent
         shall not make any Agent Advance to the Borrower if the amount thereof
         would exceed the Revolver Availability of the Borrower on the Funding
         Date applicable thereto; and provided, further, that the Required
         Lenders may at any time revoke the Agent's authorization contained in
         this Section 2.2(i) to make Agent Advances, any such revocation to be
         in writing and to become effective upon the Agent's receipt thereof.

                      (ii) The Agent Advances shall be repayable on demand and
         secured by the Collateral, the Pledged Collateral and the Guarantor
         Collateral, shall constitute Revolving Loans and Obligations hereunder,
         and shall bear interest at the rate applicable to the Revolving Loans
         from time to time. The Agent shall notify the Borrower and each Lender
         in writing of each such Agent Advance.

                  (j) Settlement. It is agreed that each Lender's funded portion
 of the Revolving Loan is intended by the Lenders to be equal at all times to
 such Lender's Pro Rata Share of the outstanding Revolving Loans.
 Notwithstanding such agreement, the Agent, Bank of America, and the other
 Lenders agree (which agreement shall not be for the benefit of or enforceable
 by the Borrower) that in order to facilitate the administration of this
 Agreement and the other Loan Documents, settlement among them as to the
 Revolving Loans, the BANA Loans and the Agent Advances shall take place on a
 periodic basis in accordance with the following provisions:

                      (i) The Agent shall request settlement ("Settlement") with
         the Lenders on a weekly basis, or on a more frequent basis if so
         determined by the Agent, (x) on behalf of Bank of America, with respect
         to each outstanding BANA Loan, (y) for itself, with respect to each
         Agent Advance, and (z) with respect to collections received by
         notifying the Lenders by facsimile transmission, telephone or other
         similar form of transmission, of such requested Settlement, no later
         than Noon (Chicago time) on the date of such requested Settlement (the
         "Settlement Date"). Each Lender (other than Bank of America, in the
         case of BANA Loans) shall make the amount of such Lender's Pro Rata
         Share of the outstanding principal amount of the BANA Loans and Agent
         Advances with respect to which Settlement is requested available to the
         Agent, for itself or for the account of Bank of America, in same day
         funds, to such account of the Agent as the




                                       32
<PAGE>


         Agent may designate, not later than Noon (Chicago time), on the
         Settlement Date applicable thereto, regardless of whether the
         applicable conditions precedent set forth in Article 10 have then been
         satisfied. Such amounts made available to the Agent shall be applied
         against the amounts of the applicable BANA Loan or Agent Advance and,
         together with the portion of such BANA Loan or Agent Advance
         representing Bank of America's Pro Rata Share thereof, shall constitute
         Revolving Loans of such Lenders. If any such amount is not made
         available to the Agent by any Lender on the Settlement Date applicable
         thereto, the Agent shall be entitled to recover such amount on demand
         from such Lender together with interest thereon at the Federal Funds
         Rate for the first three (3) days from and after the Settlement Date
         and thereafter at the Interest Rate then applicable to the Revolving
         Loans.

                  (ii) Notwithstanding the foregoing, not more than one (1)
         Business Day after demand is made by the Agent (whether before or after
         the occurrence of a Default or an Event of Default and regardless of
         whether the Agent has requested a Settlement with respect to a BANA
         Loan or Agent Advance), each other Lender shall irrevocably and
         unconditionally purchase and receive from Bank of America or the Agent,
         as applicable, without recourse or warranty, an undivided interest and
         participation in such BANA Loan or Agent Advance to the extent of such
         Lender's Pro Rata Share thereof by paying to the Agent, in same day
         funds, an amount equal to such Lender's Pro Rata Share of such BANA
         Loan or Agent Advance. If such amount is not in fact made available to
         the Agent by any Lender, the Agent shall be entitled to recover such
         amount on demand from such Lender together with interest thereon at the
         Federal Funds Rate for the first three (3) days from and after such
         demand and thereafter at the Interest Rate then applicable to the
         Revolving Loans.

                  (iii) From and after the date, if any, on which any Lender
         purchases an undivided interest and participation in any BANA Loan or
         Agent Advance pursuant to subsection (ii) above, the Agent shall
         promptly distribute to such Lender at such address as such Lender may
         request in writing, such Lender's Pro Rata Share of all payments of
         principal and interest and all proceeds of Collateral, Pledged
         Collateral and Guarantor Collateral received by the Agent in respect of
         such BANA Loan or Agent Advance.

                  (iv) Between Settlement Dates, the Agent, to the extent no
         Agent Advances or BANA Loans are outstanding, may pay over to Bank of
         America any payments received by Agent, which in accordance with the
         terms of the Agreement would be applied to the reduction of the
         Revolving Loans, for application to Bank of America's Pro Rata Share of
         the Revolving Loans. If, as of any Settlement Date, collections
         received since the then immediately preceding Settlement Date have been
         applied to Bank of America's Pro Rata Share of the Revolving Loans
         other than to BANA Loans or Agent Advances, as provided for in the
         previous sentence, Bank of America shall pay to the Agent for the
         accounts of the Lenders, to be applied to the outstanding Revolving
         Loans of such Lenders, an amount such that each Lender shall, upon
         receipt of such amount, have, as of such Settlement Date, its Pro Rata
         Share of the Revolving Loans. During the period between Settlement
         Dates, Bank of America with respect to BANA Loans, the Agent with
         respect to Agent Advances, and each Lender with respect to the
         Revolving Loans other than BANA Loans and Agent Advances, shall be
         entitled to





                                       33
<PAGE>


         interest at the applicable rate or rates payable under the Agreement on
         the actual average daily amount of funds employed by Bank of America,
         the Agent and the other Lenders.

                  (k) Notation. The Agent shall record on its books the
 principal amount of the Revolving Loans owing to each Lender, including the
 BANA Loans owing to Bank of America, and the Agent Advances owing to the Agent,
 from time to time. In addition, each Lender is authorized, at such Lender's
 option, to note the date and amount of each payment or prepayment of principal
 of such Lender's Revolving Loans in its books and records, including computer
 records, such books and records constituting rebuttably presumptive evidence,
 absent manifest error, of the accuracy of the information contained therein.

                  (l) Lenders' Failure to Perform. All Revolving Loans (other
 than BANA Loans and Agent Advances) shall be made by the Lenders simultaneously
 and in accordance with their Pro Rata Shares. It is understood that (i) no
 Lender shall be responsible for any failure by any other Lender to perform its
 obligation to make any Revolving Loans hereunder, nor shall any Commitment of
 any Lender be increased or decreased as a result of any failure by any other
 Lender to perform its obligation to make any Loans hereunder, and (ii) no
 failure by any Lender to perform its obligation to make any Revolving Loans
 hereunder shall excuse any other Lender from its obligation to make any
 Revolving Loans hereunder.

         2.3 [INTENTIONALLY OMITTED].

         2.4 Letters of Credit.

             (a) Agreement to Cause Issuance. Subject to the terms and
 conditions of this Agreement, and in reliance upon the representations and
 warranties of the Borrower herein set forth, the Agent agrees to take
 reasonable steps to cause to be issued for the account of the Borrower and to
 provide credit support or other enhancement in connection with one or more
 stand-by or merchandise/documentary letters of credit (each such letter of
 credit, a "Letter of Credit" and such letters of credit, collectively, the
 "Letters of Credit") in accordance with this Section 2.4 from time to time
 during the term of this Agreement.

             (b) Amounts; Outside Expiration Date. The Agent shall not have any
 obligation to take steps to cause to be issued any Letter of Credit at any
 time: (i) if the maximum undrawn amount of the requested Letter of Credit is
 greater than the Unused Letter of Credit Subfacility at such time; (ii) if the
 maximum undrawn amount of the requested Letter of Credit and all commissions,
 fees, and charges due from the Borrower in connection with the opening thereof
 exceed the Revolving Availability of the Borrower at such time; or (iii) which
 has an expiration date later than the Stated Termination Date or more than
 twelve (12) months from the date of issuance (except with respect to stand-by
 Letters of Credit which automatically renew each year).

             (c) Other Conditions. In addition to being subject to the
 satisfaction of the applicable conditions precedent contained in Article 10,
 the obligation of the Agent to take reasonable steps to cause to be issued any
 Letter of Credit is subject to the following conditions precedent having been
 satisfied in a manner satisfactory to the Agent:




                                       34
<PAGE>


             (i) the Borrower shall have delivered to the proposed issuer of
 such Letter of Credit, at such times and in such manner as such proposed issuer
 may prescribe, an application in form and substance satisfactory to such
 proposed issuer for the issuance of the Letter of Credit and such other
 documents as may be required pursuant to the terms thereof, and the form and
 terms of the proposed Letter of Credit shall be satisfactory to the Agent and
 such proposed issuer; and

             (ii) as of the date of issuance, no order of any court, arbitrator
 or Governmental Authority shall purport by its terms to enjoin or restrain
 money center banks generally from issuing letters of credit of the type and in
 the amount of the proposed Letter of Credit, and no law, rule or regulation
 applicable to money center banks generally and no request or directive (whether
 or not having the force of law) from any Governmental Authority with
 jurisdiction over money center banks generally shall prohibit, or request that
 the proposed issuer of such Letter of Credit refrain from, the issuance of
 letters of credit generally or the issuance of such Letters of Credit.

         (d) Issuance of Letters of Credit.

             (i) Request for Issuance. The Borrower shall give the Agent three
 (3) Business Days' prior written notice, containing the original signature of
 an authorized officer of the Borrower of the Borrower's request for the
 issuance of a Letter of Credit. Such notice shall be irrevocable and shall
 specify the original face amount of the Letter of Credit requested, the
 effective date (which date shall be a Business Day) of issuance of such
 requested Letter of Credit, whether such Letter of Credit may be drawn in a
 single or in partial draws, the date on which such requested Letter of Credit
 is to expire (which date shall be a Business Day), the purpose for which such
 Letter of Credit is to be issued, and the beneficiary of the requested Letter
 of Credit. The Borrower shall attach to such notice the proposed form of the
 Letter of Credit that the Agent is requested to cause to be issued.

             (ii) Responsibilities of the Agent; Issuance. The Agent shall
 determine, as of the Business Day immediately preceding the requested effective
 date of issuance of the Letter of Credit set forth in the notice from the
 Borrower pursuant to Section 2.4(d)(i), (x) the amount of the applicable Unused
 Letter of Credit Subfacility and (y) the Revolver Availability of the Borrower
 as of such date. If (x) the undrawn amount of the requested Letter of Credit is
 not greater than the applicable Unused Letter of Credit Subfacility and (y) the
 issuance of such requested Letter of Credit and all commissions, fees, and
 charges due from the Borrower in connection with the opening thereof would not
 exceed the Revolver Availability of the Borrower, the Agent shall take
 reasonable steps to cause such issuer to issue the requested Letter of Credit
 on such requested effective date of issuance.

             (iii) Notice of Issuance. Promptly after the issuance of any Letter
 of Credit, the Agent shall give notice to each Lender of the issuance of such
 Letter of Credit.

             (iv) No Extensions or Amendment. The Agent shall not be obligated
 to cause any Letter of Credit to be extended or amended unless the requirements
 of this



                                       35
<PAGE>



 Section 2.4(d) are met as though a new Letter of Credit were being requested
 and issued. With respect to any Letter of Credit which contains any "evergreen"
 or automatic renewal provision, each Lender shall be deemed to have consented
 to any such extension or renewal unless any such Lender shall have provided to
 the Agent, not less than thirty (30) days prior to the last date on which the
 applicable issuer can in accordance with the terms of the applicable Letter of
 Credit decline to extend or renew such Letter of Credit, written notice that it
 declines to consent to any such extension or renewal, provided, that if all of
 the requirements of this Section 3.4 are met and no Default or Event of Default
 exists, no Lender shall decline to consent to any such extension or renewal.

         (e) Payments Pursuant to Letters of Credit.

             (i) Payment of Letter of Credit Obligations. The Borrower agrees to
 reimburse the issuer for any draw under any Letter of Credit immediately upon
 demand, and to pay the issuer of the Letter of Credit the amount of all other
 obligations and other amounts payable to such issuer under or in connection
 with any Letter of Credit immediately when due, irrespective of any claim,
 setoff, defense or other right which the Borrower may have at any time against
 such issuer or any other Person.

             (ii) Revolving Loans to Satisfy Reimbursement Obligations. In the
 event that the issuer of any Letter of Credit honors a draw under such Letter
 of Credit and the Borrower shall not have repaid such amount to the issuer of
 such Letter of Credit pursuant to Section 2.4(e)(i), the Agent shall, upon
 receiving notice of such failure, notify each Lender of such failure, and each
 Lender shall unconditionally pay to the Agent, for the account of such issuer,
 as and when provided hereinbelow, an amount equal to such Lender's Pro Rata
 Share of the amount of such payment in Dollars and in same day funds. If the
 Agent so notifies the Lenders prior to 11:00 a.m. (Chicago time) on any
 Business Day, each Lender shall make available to the Agent the amount of such
 payment, as provided in the immediately preceding sentence, on such Business
 Day. Such amounts paid by the Lenders to the Agent shall constitute Revolving
 Loans which shall be deemed to have been requested by the Borrower pursuant to
 Section 2.2 as set forth in Section 4.7.

         (f) Participations.

             (i) Purchase of Participations. Immediately upon issuance of any
 Letter of Credit in accordance with Section 2.4(d), each Lender shall be deemed
 to have irrevocably and unconditionally purchased and received without recourse
 or warranty, an undivided interest and participation in the credit support or
 enhancement provided through the Agent to such issuer in connection with the
 issuance of such Letter of Credit, equal to such Lender's Pro Rata Share of the
 face amount of such Letter of Credit (including, without limitation, all
 obligations of the Borrower with respect thereto, and any security therefor or
 guaranty pertaining thereto).

             (ii) Sharing of Reimbursement Obligation Payments. Whenever the
 Agent receives a payment from the Borrower on account of reimbursement
 obligations in respect of a Letter of Credit as to which the Agent has
 previously received for the account





                                       36
<PAGE>


         of the issuer thereof payment from a Lender pursuant to Section
         2.4(e)(ii), the Agent shall promptly pay to such Lender such Lender's
         Pro Rata Share of such payment from the Borrower in Dollars. Each such
         payment shall be made by the Agent on the Business Day on which the
         Agent receives immediately available funds paid to such Person pursuant
         to the immediately preceding sentence, if received prior to 1:00 p.m.
         (Chicago time) on such Business Day and otherwise on the next
         succeeding Business Day.

                           (iii) Documentation. Upon the request of any Lender,
         the Agent shall furnish to such Lender copies of any Letter of Credit,
         reimbursement agreements executed in connection therewith, application
         for any Letter of Credit and credit support or enhancement provided
         through the Agent in connection with the issuance of any Letter of
         Credit, and such other documentation as may reasonably by requested by
         such Lender.

                           (iv) Obligations Irrevocable. The obligations of each
         Lender to make payments to the Agent with respect to any Letter of
         Credit or with respect to any credit support or enhancement provided
         through the Agent with respect to a Letter of Credit, and the
         obligations of the Borrower to make payments to the Agent, for the
         account of the Lenders, shall be irrevocable, not subject to any
         qualification or exception whatsoever, including, without limitation,
         any of the following circumstances:

                                 (A) any lack of validity or enforceability of
         this Agreement or any of the other Loan Documents;

                                 (B) the existence of any claim, setoff, defense
         or other right which the Borrower may have at any time against a
         beneficiary named in a Letter of Credit or any transferee of any Letter
         of Credit (or any Person for whom any such transferee may be acting),
         any Lender, the Agent, the issuer of such Letter of Credit, or any
         other Person, whether in connection with this Agreement, any Letter of
         Credit, the transactions contemplated herein or any unrelated
         transactions (including any underlying transactions between the
         Borrower or any other Person and the beneficiary named in any Letter of
         Credit);

                                 (C) any draft, certificate or any other
         document presented under the Letter of Credit proving to be forged,
         fraudulent, invalid or insufficient in any respect or any statement
         therein being untrue or inaccurate in any respect;

                                 (D) the surrender or impairment of any security
         for the performance or observance of any of the terms of any of the
         Loan Documents; or

                                 (E) the occurrence of any Default or Event of
         Default.

                  (g) Recovery or Avoidance of Payments. In the event any
 payment by or on behalf of the Borrower received by the Agent with respect to
 any Letter of Credit (or any guaranty by the Borrower or reimbursement
 obligation of the Borrower relating thereto) and distributed by the Agent to
 the Lenders on account of their respective participations therein is thereafter
 set aside, avoided or recovered from the Agent in connection with any
 receivership, liquidation or bankruptcy proceeding, the Lenders shall, upon
 demand by the Agent, pay to the Agent their respective Pro Rata Shares of such
 amount set aside, avoided or recovered, together




                                       37
<PAGE>


         with interest at the rate required to be paid by the Agent upon the
         amount required to be repaid by it.

                  (h) Compensation for Letters of Credit.

                      (i) Letter of Credit Fee. The Borrower agrees to pay to
         the Agent with respect to each Letter of Credit, for the account of the
         Lenders, the Letter of Credit Fee specified in, and in accordance with
         the terms of, Section 3.6.

                      (ii) Issuer Fees and Charges. The Borrower shall pay to
         the issuer of any Letter of Credit, or to the Agent, for the account of
         the issuer of any such Letter of Credit, solely for such issuer's
         account, such fees and other charges as are charged by such issuer for
         letters of credit issued by it, including, without limitation, its
         standard fees for issuing, administering, amending, renewing, paying
         and canceling letters of credit and all other fees associated with
         issuing or servicing letters of credit, as and when assessed.

                  (i) Indemnification; Exoneration.

                      (i) Indemnification. In addition to amounts payable as
         elsewhere provided in this Section 2.4, the Borrower hereby agrees to
         protect, indemnify, pay and save the Lenders and the Agent harmless
         from and against any and all claims, demands, liabilities, damages,
         losses, costs, charges and expenses (including reasonable attorneys'
         fees) which any Lender or the Agent may incur or be subject to as a
         consequence, direct or indirect, of the issuance of any Letter of
         Credit or the provision of any credit support or enhancement in
         connection therewith.

                      (ii) Assumption of Risk by the Borrower. As among the
         Borrower, the Lenders, and the Agent, the Borrower assumes all risks of
         the acts and omissions of, or misuse of any of the Letters of Credit
         by, the respective beneficiaries of such Letters of Credit. In
         furtherance and not in limitation of the foregoing, subject to the
         provisions of the applications for the issuance of Letters of Credit,
         the Lenders and the Agent shall not be responsible for: (A) the form,
         validity, sufficiency, accuracy, genuineness or legal effect of any
         document submitted by any Person in connection with the application for
         and issuance of and presentation of drafts with respect to any of the
         Letters of Credit, even if it should prove to be in any or all respects
         invalid, insufficient, inaccurate, fraudulent or forged; (B) the
         validity or sufficiency of any instrument transferring or assigning or
         purporting to transfer or assign any Letter of Credit or the rights or
         benefits thereunder or proceeds thereof, in whole or in part, which may
         prove to be invalid or ineffective for any reason; (C) the failure of
         the beneficiary of any Letter of Credit to comply duly with conditions
         required in order to draw upon such Letter of Credit; (D) errors,
         omissions, interruptions, or delays in transmission or delivery of any
         messages, by mail, cable, telegraph, telex, facsimile transmission or
         otherwise, whether or not they be in cipher; (E) errors in
         interpretation of technical terms; (F) any loss or delay in the
         transmission or otherwise of any document required in order make a
         drawing under any Letter of Credit or of the proceeds thereof; (G) the
         misapplication by the beneficiary of any Letter of Credit of the
         proceeds of any drawing under such Letter of Credit; or (H) any
         consequences arising from causes beyond the control of the Lenders or
         the Agent,





                                       38
<PAGE>


         including, without limitation, any act or omission, whether rightful or
         wrongful, of any present or future de jure or de facto Governmental
         Authority. None of the foregoing shall affect, impair or prevent the
         vesting of any rights or powers of the Agent or any Lender under this
         Section 2.4(i).

                           (iii) Exoneration. In furtherance and extension, and
         not in limitation, of the specific provisions set forth above, any
         action taken or omitted by the Agent or any Lender under or in
         connection with any of the Letters of Credit or any related
         certificates, if taken or omitted in the absence of gross negligence or
         willful misconduct, shall not put the Agent or any Lender under any
         resulting liability to the Borrower or relieve the Borrower of any of
         its obligations hereunder to any such Person.

                  (j) Supporting Letter of Credit; Cash Collateral. If,
 notwithstanding the provisions of Section 2.4(b) any Letter of Credit is
 outstanding upon the termination of this Agreement, then upon such termination
 the Borrower shall deposit with the Agent, for the ratable benefit of the
 Lenders, with respect to each Letter of Credit then outstanding, as the
 Majority Lenders, in their discretion shall specify, either (x) a standby
 letter of credit (a "Supporting Letter of Credit") in form and substance
 satisfactory to the Agent, issued by an issuer satisfactory to the Agent in an
 amount equal to the greatest amount for which such Letter of Credit may be
 drawn, under which Supporting Letter of Credit the Agent is entitled to draw
 amounts necessary to reimburse the Agent and the Lenders for payments made by
 the Agent and the Lenders under such Letter of Credit or under any credit
 support or enhancement provided through the Agent with respect thereto, or (y)
 cash in an amount equal to the greatest amount for which such Letter of Credit
 may be drawn, which amounts shall be used to reimburse the Agent and the
 Lenders for payments made by the Agent or the Lenders under such Letter of
 Credit or under any credit support or enhancement provided through the Agent
 with respect thereto. Such Supporting Letter of Credit or deposit of cash shall
 be held by the Agent, for the ratable benefit of the Lenders, as security for,
 and to provide for the payment of, the aggregate undrawn amount of such Letters
 of Credit remaining outstanding.

                                    ARTICLE 3

                                INTEREST AND FEES

          3.1 Interest.

              (a) Interest Rates. All outstanding Obligations shall bear
 interest on the unpaid principal amount thereof (including, to the extent
 permitted by law, on interest thereon not paid when due) from the date made
 until paid in full in cash at a rate determined by reference to the Base Rate
 or the LIBOR Rate and Sections 3.1(a)(i) or (ii), as applicable, but not to
 exceed the Maximum Rate described in Section 3.3. Subject to the provisions of
 Section 3.2, any of the Loans may be converted into, or continued as, Base Rate
 Loans or LIBOR Rate Loans in the manner provided in Section 3.2. If at any time
 Loans are outstanding with respect to which notice has not been delivered to
 the Agent in accordance with the terms of this Agreement specifying the basis
 for determining the interest rate applicable thereto, then those Loans shall be
 Base Rate Loans and shall bear interest at a rate determined by reference to
 the Base Rate until





                                       39
<PAGE>


 notice to the contrary has been given to the Agent and such notice has become
 effective. Except as otherwise provided herein, the outstanding Obligations
 shall bear interest as follows:

                  (i) For all Loans and other Obligations, which are not LIBOR
         Rate Loans, then at a fluctuating per annum rate equal to the Base Rate
         plus the Applicable Margin; and

                  (ii) For all Loans and other Obligations, which are LIBOR Rate
         Loans, then at a per annum rate equal to the LIBOR Rate plus the
         Applicable Margin.

 Each change in the Base Rate shall be reflected in the interest rate described
 in (i) above as of the effective date of such change. All interest charges
 shall be computed on the basis of a year of 360 days and actual days elapsed
 (which results in more interest being paid than if computed on the basis of a
 365-day year). Interest accrued on all Loans will be payable in arrears on the
 first day of each month hereafter.

             (b) Default Rate. If any Default or Event of Default occurs and is
 continuing and the Majority Lenders in their discretion so elect, then, while
 any such Default or Event of Default is outstanding, all of the Obligations
 shall bear interest at the Default Rate applicable thereto.

         3.2 Conversion and Continuation Elections. (a) The Borrower may, upon
 irrevocable written notice to the Agent in accordance with Section 3.2(b):

                           (i) elect, as of any Business Day, in the case of
         Base Rate Loans to convert any such Loans (or any part thereof in an
         amount not less than $1,000,000, or that is in an integral multiple of
         $1,000,000 in excess thereof) into LIBOR Rate Loans; or

                           (ii) elect, as of the last day of the applicable
         Interest Period, to continue any LIBOR Rate Loans having Interest
         Periods expiring on such day (or any part thereof in an amount not less
         than $1,000,000, or that is in an integral multiple of $1,000,000 in
         excess thereof);

provided, that if at any time the aggregate amount of LIBOR Rate Loans in
respect of any Borrowing is reduced, by payment, prepayment, or conversion of
part thereof to be less than $1,000,000, such LIBOR Rate Loans shall
automatically convert into Base Rate Loans, and on and after such date the right
of the Borrower to continue such Loans as, and convert such Loans into, LIBOR
Rate Loans, as the case may be, shall terminate.

                  (b) The Borrower shall deliver a Notice of
Conversion/Continuation to be received by the Agent not later than 11:00 a.m.
(Chicago time) at least three (3) Business Days in advance of the
Conversion/Continuation Date, if the Loans are to be converted into or continued
as LIBOR Rate Loans and specifying:

                      (i) the proposed Conversion/Continuation Date;

                      (ii) the aggregate amount of Loans to be converted or
         renewed;




                                       40
<PAGE>


                      (iii) the type of Loans resulting from the proposed
         conversion or continuation; and

                      (iv) the duration of the requested Interest Period.

                  (c) If upon the expiration of any Interest Period applicable
 to LIBOR Rate Loans, the Borrower has failed to select timely a new Interest
 Period to be applicable to LIBOR Rate Loans or if any Default or Event of
 Default then exists, the Borrower shall be deemed to have elected to convert
 such LIBOR Rate Loans into Base Rate Loans effective as of the expiration date
 of such Interest Period.

                  (d) The Agent will promptly notify each Lender of its receipt
 of a Notice of Conversion/Continuation. All conversions and continuations shall
 be made ratably according to the respective outstanding principal amounts of
 the Loans with respect to which the notice was given held by each Lender.

                  (e) During the existence of a Default or Event of Default, the
 Borrower may not elect to have a Loan converted into or continued as a LIBOR
 Rate Loan.

                  (f) After giving effect to any conversion or continuation of
 Loans, there may not be more than five (5) different Interest Periods in
 effect.

         3.3 Maximum Interest Rate. In no event shall any interest rate provided
 for hereunder exceed the maximum rate permissible for corporate borrowers under
 applicable law for loans of the type provided for hereunder (the "Maximum
 Rate"). If, in any month, any interest rate, absent such limitation, would have
 exceeded the Maximum Rate, then the interest rate for that month shall be the
 Maximum Rate, and, if in future months, that interest rate would otherwise be
 less than the Maximum Rate, then that interest rate shall remain at the Maximum
 Rate until such time as the amount of interest paid hereunder equals the amount
 of interest which would have been paid if the same had not been limited by the
 Maximum Rate. In the event that, upon payment in full of the Obligations under
 this Agreement, the total amount of interest paid or accrued under the terms of
 this Agreement is less than the total amount of interest which would, but for
 this Section 3.3, have been paid or accrued if the interest rates otherwise set
 forth in this Agreement had at all times been in effect, then the Borrower
 shall, to the extent permitted by applicable law, pay the Agent, for the
 account of the Lenders, an amount equal to the difference between (a) the
 lesser of (i) the amount of interest which would have been charged if the
 Maximum Rate had, at all times, been in effect or (ii) the amount of interest
 which would have accrued had the interest rates otherwise set forth in this
 Agreement, at all times, been in effect and (b) the amount of interest actually
 paid or accrued under this Agreement. In the event that a court determines that
 the Agent and/or any Lender has received interest and other charges hereunder
 in excess of the Maximum Rate, such excess shall be deemed received on account
 of, and shall automatically be applied to reduce, the Obligations other than
 interest, in the inverse order of maturity, and if there are no Obligations
 outstanding, the Agent and/or such Lender shall refund to the Borrower such
 excess.

         3.4 Closing Fee. On the Closing Date, the Borrower agrees to pay (i)
 the Agent for the ratable benefit of the Lenders, a closing fee in the amount
 of $315,000 (the "Closing Fee")





                                       41
<PAGE>


 and (ii) the Agent for its own account, other fees in the amounts and at such
 times as are set forth in the Fee Letter of even date herewith between the
 Agent and the Borrower (the "Fee Letter").

         3.5 Unused Line Fee. The Borrower agrees to pay, on the first day of
 each month and on the Termination Date, to the Agent, for the ratable account
 of the Lenders, an unused line fee equal to three-eighth's of one percent
 (.375%) per annum on the average daily amount by which the Maximum Amount
 exceeded the sum of the average daily outstanding amount of Loans and the
 undrawn amount of all outstanding Letters of Credit, during the immediately
 preceding month or shorter period if calculated on the Termination Date. The
 unused line fee shall be computed on the basis of a 360-day year for the actual
 number of days elapsed. All payments received by the Agent on account of
 Accounts or as proceeds of other Collateral shall be deemed to be credited to
 the Borrower's Loan Account immediately upon receipt for purposes of
 calculating the unused line fee pursuant to this Section 3.5.

         3.6 Letter of Credit Fee. The Borrower agrees to pay to the Agent, for
 the ratable account of the Lenders, for each Letter of Credit, a fee (the
 "Letter of Credit Fee") equal to two percent (2%) per annum of the undrawn
 amount of each Letter of Credit issued for the Borrower's account at the
 Borrower's request (which fee includes a "fronting fee" required to be paid by
 the Agent to such issuer for the assumption of the settlement risk in
 connection with the issuance of such Letter of Credit), plus all out-of-pocket
 costs, fees and expenses incurred by the Agent in connection with the
 application for, issuance of, or amendment to any Letter of Credit. The Letter
 of Credit Fee shall be payable in advance monthly, on the first day of each
 month during which each such Letter of Credit remains outstanding. The Letter
 of Credit Fee shall be computed on the basis of a 360-day year for the actual
 number of days elapsed.

         3.7 Audit Fees. The Borrower agrees to pay to the Agent, solely for its
 own account, all costs and fees reasonably incurred by the Agent's internal
 auditors in connection with audits of the Borrower performed by such auditors
 during the term of this Agreement; provided, that so long as no Event of
 Default has occurred and is continuing and so long as Revolver Availability
 exceeds $15,000,000, the Agent shall not be entitled to reimbursement for any
 such costs and fees incurred in connection with audits in excess of three (3)
 per year, it being understood and agreed that so long as Revolver Availability
 is less than $15,000,000, the Agent shall at any time be permitted to conduct,
 and be reimbursed for, up to four (4) audits per year upon prior written notice
 from the Agent to the Borrower and so long as an Event of Default has occurred
 and is continuing no such limitation on reimbursement shall apply. Each auditor
 of the Agent shall be billed at a rate of $500 per day plus reasonably incurred
 out-of-pocket expenses (including travel expenses).

                                    ARTICLE 4

                            PAYMENTS AND PREPAYMENTS

         4.1 Repayment of Revolving Loans. The Borrower shall repay the
 outstanding principal balance of the Revolving Loans, plus all accrued but
 unpaid interest thereon, on the Termination Date. The Borrower may prepay
 Revolving Loans at any time, and reborrow subject to the terms of this
 Agreement; provided, however, that with respect to any LIBOR Rate Loans prepaid
 by the Borrower prior to the expiration date of the Interest Period applicable




                                       42
<PAGE>


 thereto, the Borrower agrees to pay to the Lenders the amounts described in
 Section 5.4. In addition, and without limiting the generality of the foregoing,
 upon demand the Borrower shall pay to the Agent, for the account of the
 Lenders, the amount, without duplication, by which the sum of outstanding
 Revolving Loans, the aggregate amount of Pending Revolving Loans, the aggregate
 undrawn amounts of all outstanding Letters of Credit and the amount of all
 unpaid reimbursement obligations with respect to the Letters of Credit exceeds
 the Revolver Availability.

         4.2 Termination of Facility. The Borrower may terminate this Agreement
 upon at least ten (10) Business Days' notice to the Agent and the Lenders, upon
 (i) the payment in full of all outstanding Revolving Loans, together with
 accrued interest thereon, and the cancellation of all outstanding Letters of
 Credit, (ii) the payment of the early termination fee set forth in the next
 sentence, (iii) the payment in full in cash of all other Obligations together
 with accrued interest thereon, and (iv) with respect to any LIBOR Rate Loans
 prepaid in connection with such termination prior to the expiration date of the
 Interest Period applicable thereto, the payment of the amounts described in
 Section 5.4.

         4.3   [INTENTIONALLY OMITTED].

         4.4   [INTENTIONALLY OMITTED].

         4.5   [INTENTIONALLY OMITTED].

         4.6   Payments by the Borrower.

               (a) All payments to be made by the Borrower shall be made without
 set-off, recoupment or counterclaim. Except as otherwise expressly provided
 herein, all payments by the Borrower shall be made to the Agent for the account
 of the Lenders at the Agent's address set forth in Section 15.8, and shall be
 made in Dollars and in immediately available funds, no later than 1:00 p.m.
 (Chicago time) on the date specified herein. Any payment received by the Agent
 later than 1:00 p.m. (Chicago time) shall be deemed to have been received on
 the following Business Day and any applicable interest or fee shall continue to
 accrue.

               (b) Subject to the provisions set forth in the definition of
 "Interest Period" herein, whenever any payment is due on a day other than a
 Business Day, such payment shall be made on the following Business Day, and
 such extension of time shall in such case be included in the computation of
 interest or fees, as the case may be.

               (c) Unless the Agent receives notice from the Borrower prior to
 the date on which any payment is due to the Lenders that the Borrower will not
 make such payment in full as and when required, the Agent may assume that the
 Borrower has made such payment in full to the Agent on such date in immediately
 available funds and the Agent may (but shall not be so required), in reliance
 upon such assumption, distribute to each Lender on such due date an amount
 equal to the amount then due such Lender. If and to the extent the Borrower has
 not made such payment in full to the Agent, each Lender shall repay to the
 Agent on demand such amount distributed to such Lender, together with interest
 thereon at the Federal Funds Rate for each day from the date such amount is
 distributed to such Lender until the date repaid.





                                       43
<PAGE>


         4.7 Payments as Revolving Loans. All payments of principal, interest,
 reimbursement obligations in connection with Letters of Credit, fees, premiums
 and other sums payable hereunder, including all reimbursement for expenses
 pursuant to Section 15.7, may, at the option of the Agent, in its sole
 discretion, subject only to the terms of this Section 4.7, be paid from the
 proceeds of Revolving Loans made hereunder, whether made following a request by
 the Borrower pursuant to Section 2.2 or a deemed request as provided in this
 Section 4.7. The Borrower hereby irrevocably authorizes the Agent to charge the
 Loan Account for the purpose of paying principal, interest, reimbursement
 obligations in connection with Letters of Credit, fees, premiums and other sums
 payable hereunder, including reimbursing expenses pursuant to Section 15.7, and
 agrees that all such amounts charged shall constitute Revolving Loans
 (including BANA Loans and Agent Advances) and that all such Revolving Loans so
 made shall be deemed to have been requested by Borrower pursuant to Section
 2.2.

         4.8 Apportionment, Application and Reversal of Payments. (a) Aggregate
 principal and interest payments shall be apportioned ratably among the Lenders
 (according to the unpaid principal balance of the Loans to which such payments
 relate held by each Lender) and payments of the fees shall, as applicable, be
 apportioned ratably among the Lenders. (b) All payments not relating to
 principal or interest of specific Loans, or not constituting payment of
 specific fees, and all proceeds of Accounts or other Collateral, the Pledged
 Collateral or the Guarantor Collateral received by the Agent, shall be applied,
 ratably, subject to the provisions of this Agreement, first, to pay, pro rata,
 any fees, or expense reimbursements then due to the Agent and the Term Agent
 from the Borrower under this Agreement and the Term Loan Agreement; second, to
 pay, pro rata, any fees or expense reimbursements then due to the Lenders and
 the Term Lenders from the Borrower under this Agreement, the Term Loan
 Agreement and the Loan Agreements; third, to pay, pro rata, interest due in
 respect of all Revolving Loans, including BANA Loans, Agent Advances and Term
 Loans; fourth, to pay or prepay, pro rata, principal of the BANA Loans and the
 Agent Advances, Revolving Loans, unpaid reimbursement obligations in respect of
 Letters of Credit and Term Loans; and fifth, to the payment, pro rata, of any
 other Obligation or Term Loan Obligation due to the Agent, the Term Agent, any
 Lender or any Term Lender by the Borrower. (c) Notwithstanding anything to the
 contrary contained in this Agreement, unless so directed by the Borrower, or
 unless an Event of Default is outstanding, neither the Agent nor any Lender
 shall apply any payments which it receives to any LIBOR Rate Loan, except (i)
 on the expiration date of the Interest Period applicable to any such LIBOR Rate
 Loan, or (ii) in the event, and only to the extent, that there are no
 outstanding Base Rate Loans; provided, further, with respect to outstanding
 Obligations pursuant to the Interest Rate Swap, for purposes of payment only,
 the Swap Creditor shall be paid after the Lenders have been paid in full with
 respect to the remaining Obligations. The Agent shall promptly distribute to
 each Lender, pursuant to the applicable wire transfer instructions received
 from each Lender in writing, such funds as it may be entitled to receive,
 subject to a Settlement delay as provided in Section 2.2(j). The Agent and the
 Lenders shall have the continuing and exclusive right to apply and reverse and
 reapply any and all such proceeds and payments to any portion of the
 Obligations or Term Loan Obligations, as the case may be.

         4.9 Indemnity for Returned Payments. If, after receipt of any payment
 of, or proceeds applied to the payment of, all or any part of the Obligations,
 the Agent or any Lender is for any reason compelled to surrender such payment
 or proceeds to any Person, because such payment or application of proceeds is
 invalidated, declared fraudulent, set aside, determined to be void or




                                       44
<PAGE>


 voidable as a preference, impermissible setoff, or a diversion of trust funds,
 or for any other reason, then the Obligations or part thereof intended to be
 satisfied shall be revived and continue and this Agreement shall continue in
 full force as if such payment or proceeds had not been received by the Agent or
 such Lender, and the Borrower shall be liable to pay to the Agent, and hereby
 does indemnify the Agent and the Lenders and hold the Agent and the Lenders
 harmless for, the amount of such payment or proceeds surrendered. The
 provisions of this Section 4.9 shall be and remain effective notwithstanding
 any contrary action which may have been taken by the Agent or any Lender in
 reliance upon such payment or application of proceeds, and any such contrary
 action so taken shall be without prejudice to the Agent's and the Lenders'
 rights under this Agreement and shall be deemed to have been conditioned upon
 such payment or application of proceeds having become final and irrevocable.
 The provisions of this Section 4.9 shall survive the termination of this
 Agreement.

         4.10 Agent's and Lenders' Books and Records; Monthly Statements. The
 Borrower agrees that the Agent's and each Lender's books and records showing
 the Obligations and the transactions pursuant to this Agreement and the other
 Loan Documents shall be admissible in any action or proceeding arising
 therefrom, and shall constitute rebuttably presumptive proof thereof,
 irrespective of whether any Obligation is also evidenced by a promissory note
 or other instrument. The Agent will provide to the Borrower a monthly statement
 of Loans, payments, and other transactions pursuant to this Agreement. Such
 statement shall be deemed correct, accurate, and binding on the Borrower and an
 account stated (except for reversals and reapplications of payments made as
 provided in Section 4.8 and corrections of errors discovered by the Agent),
 unless the Borrower notifies the Agent in writing to the contrary within
 forty-five (45) days after such statement is rendered. In the event a timely
 written notice of objections is given by the Borrower, only the items to which
 exception is expressly made will be considered to be disputed by the Borrower.

                                    ARTICLE 5

                     TAXES, YIELD PROTECTION AND ILLEGALITY

          5.1 Taxes.

              (a) Any and all payments by the Borrower to each Lender or the
 Agent under this Agreement and any other Loan Document shall be made free and
 clear of, and without deduction or withholding for any Taxes. In addition, the
 Borrower shall pay all Other Taxes.

              (b) The Borrower agrees to indemnify and hold harmless each Lender
 and the Agent for the full amount of Taxes or Other Taxes (including any Taxes
 or Other Taxes imposed by any jurisdiction on amounts payable under this
 Section) paid by the Lender or the Agent and any liability (including
 penalties, interest, additions to tax and expenses) arising therefrom or with
 respect thereto, whether or not such Taxes or Other Taxes were correctly or
 legally asserted. Payment under this indemnification shall be made within
 thirty (30) days after the date the Lender or the Agent makes written demand
 therefor.




                                       45
<PAGE>


                  (c) If the Borrower shall be required by law to deduct or
 withhold any Taxes or Other Taxes from or in respect of any sum payable
 hereunder to any Lender or the Agent, then:

                      (i) the sum payable shall be increased as necessary so
         that after making all required deductions and withholdings (including
         deductions and withholdings applicable to additional sums payable under
         this Section) such Lender or the Agent, as the case may be, receives an
         amount equal to the sum it would have received had no such deductions
         or withholdings been made;

                      (ii) the Borrower shall make such deductions and
         withholdings;

                      (iii) the Borrower shall pay the full amount deducted or
         withheld to the relevant taxing authority or other authority in
         accordance with applicable law; and

                      (iv) the Borrower shall also pay to each Lender or the
         Agent for the account of such Lender, at the time interest is paid, all
         additional amounts which the respective Lender specifies as necessary
         to preserve the after-tax yield the Lender would have received if such
         Taxes or Other Taxes had not been imposed.

                  (d) Within thirty (30) days after the date of any payment by
 the Borrower of Taxes or Other Taxes, the Borrower shall furnish the Agent the
 original or a certified copy of a receipt evidencing payment thereof, or other
 evidence of payment satisfactory to the Agent.

                  (e) If the Borrower is required to pay additional amounts to
 any Lender or the Agent pursuant to subsection (c) of this Section, then such
 Lender shall use reasonable efforts (consistent with legal and regulatory
 restrictions) to change the jurisdiction of its Lending Office so as to
 eliminate any such additional payment by the Borrower which may thereafter
 accrue, if such change in the judgment of such Lender is not otherwise
 disadvantageous to such Lender.

          5.2 Illegality.

              (a) If any Lender determines that the introduction of any
 Requirement of Law, or any change in any Requirement of Law, or in the
 interpretation or administration of any Requirement of Law, has made it
 unlawful, or that any central bank or other Governmental Authority has asserted
 that it is unlawful, for any Lender or its applicable Lending Office to make
 LIBOR Rate Loans, then, on notice thereof by the Lender to the Borrower through
 the Agent, any obligation of that Lender to make LIBOR Rate Loans shall be
 suspended until the Lender notifies the Agent and the Borrower that the
 circumstances giving rise to such determination no longer exist.

              (b) If a Lender determines that it is unlawful to maintain any
 LIBOR Rate Loan, the Borrower shall, upon its receipt of notice of such fact
 and demand from such Lender (with a copy to the Agent), prepay in full such
 LIBOR Rate Loans of that Lender then outstanding, together with interest
 accrued thereon and amounts required under Section 5.4, either on the last day
 of the Interest Period thereof, if the Lender may lawfully continue to maintain
 such LIBOR Rate Loans to such day, or immediately, if the Lender may not
 lawfully continue to maintain such LIBOR Rate Loan. If the Borrower is required
 to so prepay any



                                       46
<PAGE>


 LIBOR Rate Loan, then concurrently with such prepayment, the Borrower shall
 borrow from the affected Lender, in the amount of such repayment, a Base Rate
 Loan.

         5.3 Increased Costs and Reduction of Return.

             (a) If any Lender determines that, due to either (i) the
 introduction of or any change in the interpretation of any law or regulation or
 (ii) the compliance by that Lender with any guideline or request from any
 central bank or other Governmental Authority (whether or not having the force
 of law), there shall be any increase in the cost to such Lender of agreeing to
 make or making, funding or maintaining any LIBOR Rate Loans, then the Borrower
 shall be liable for, and shall from time to time, upon demand (with a copy of
 such demand to be sent to the Agent), pay to the Agent for the account of such
 Lender, additional amounts as are sufficient to compensate such Lender for such
 increased costs.

             (b) If any Lender shall have determined that (i) the introduction
 of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy
 Regulation, (iii) any change in the interpretation or administration of any
 Capital Adequacy Regulation by any central bank or other Governmental Authority
 charged with the interpretation or administration thereof, or (iv) compliance
 by the Lender or any corporation controlling the Lender with any Capital
 Adequacy Regulation, affects or would affect the amount of capital required or
 expected to be maintained by the Lender or any corporation controlling the
 Lender and (taking into consideration such Lender's or such corporation's
 policies with respect to capital adequacy and such Lender's desired return on
 capital) determines that the amount of such capital is increased as a
 consequence of its Commitments, loans, credits or obligations under this
 Agreement, then, upon demand of such Lender to the Borrower through the Agent,
 the Borrower shall pay to the Lender, from time to time as specified by the
 Lender, additional amounts sufficient to compensate the Lender for such
 increase.

          5.4 Funding Losses. The Borrower shall reimburse each Lender and hold
 each Lender harmless from any loss or expense which the Lender may sustain or
 incur as a consequence of:

                       (i) the failure of the Borrower to make on a timely basis
          any payment of principal of any LIBOR Rate Loan;

                       (ii) the failure of the Borrower to borrow, continue or
          convert a Loan after the Borrower has given (or is deemed to have
          given) a Notice of Borrowing or a Notice of Conversion/Continuation;

                       (iii) the prepayment or other payment (including after
          acceleration thereof) of an LIBOR Rate Loan on a day that is not the
          last day of the relevant Interest Period;

 including any such loss or expense arising from the liquidation or reemployment
 of funds obtained by it to maintain its LIBOR Rate Loans or from fees payable
 to terminate the deposits from which such funds were obtained.




                                       47
<PAGE>


         5.5 Inability to Determine Rates. If the Agent determines that for any
 reason adequate and reasonable means do not exist for determining the LIBOR
 Rate for any requested Interest Period with respect to a proposed LIBOR Rate
 Loan, or that the LIBOR Rate for any requested Interest Period with respect to
 a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to
 the Lenders of funding such Loan, the Agent will promptly so notify the
 Borrower and each Lender. Thereafter, the obligation of the Lenders to make or
 maintain LIBOR Rate Loans hereunder shall be suspended until the Agent revokes
 such notice in writing. Upon receipt of such notice, the Borrower may revoke
 any Notice of Borrowing or Notice of Conversion/Continuation then submitted by
 it. If the Borrower does not revoke such Notice, the Lenders shall make,
 convert or continue the Loans, as proposed by the Borrower, in the amount
 specified in the applicable notice submitted by the Borrower, but such Loans
 shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate
 Loans.

         5.6 Certificates of Lenders. Any Lender claiming reimbursement or
 compensation under this Article 5 shall deliver to the Borrower (with a copy to
 the Agent) a certificate setting forth in reasonable detail the amount payable
 to the Lender hereunder and such certificate shall be conclusive and binding on
 the Borrower in the absence of manifest error.

         5.7 Survival. The agreements and obligations of the Borrower in this
 Article 5 shall survive the payment of all other Obligations. The Lender
 requesting compensation pursuant to Article 5 shall provide notice to the
 Borrower within sixty (60) days after the date on which such Lender obtains
 actual knowledge of any claim for compensation under said Article.

                                    ARTICLE 6

                                   COLLATERAL

         6.1 Grant of Security Interest.

             (a) As security for all present and future Obligations, the
 Borrower hereby grants, and shall cause, on or prior to the Closing Date, LDM
 Canada to grant, to the Agent, for the ratable benefit of the Lenders, a
 continuing security interest in, lien on, and right of set-off against, all of
 the following property of the Borrower and LDM Canada, whether now owned or
 existing or hereafter acquired or arising, regardless of where located:

                  (i) all Accounts;

                  (ii) all Inventory;

                  (iii) all contract rights, letters of credit, Assigned
         Contracts, chattel paper, instruments, notes, documents, and documents
         of title;

                  (iv) all General Intangibles;

                  (v) all Equipment;

                  (vi) all Fixtures;



                                       48
<PAGE>


                  (vii) all Proprietary Rights;

                  (viii) all Investment Property;

                  (ix) all money, securities, financial assets and other
         property of any kind of the Borrower and of LDM Canada in the
         possession or under the control of the Agent or any Lender, any
         assignee of or participant in the Obligations, or a bailee of any such
         party or such party's affiliates;

                  (x) all deposit accounts, credits and balances with and other
         claims against the Agent or any Lender or any of its affiliates or any
         other financial institution in which the Borrower or LDM Canada
         maintains deposits;

                  (xi) all books, records and other property related to or
         referring to any of the foregoing, including, without limitation,
         books, records, account ledgers, data processing records, computer
         software and other property and General Intangibles at any time
         evidencing or relating to any of the foregoing; and

                  (xii) all accessions to, substitutions for and replacements,
         products and proceeds of any of the foregoing, including, but not
         limited to, proceeds of any insurance policies (other than proceeds of
         key-man life insurance on which the Borrower is the beneficiary),
         claims against third parties, and condemnation or requisition payments
         with respect to all or any of the foregoing.

 All of the foregoing and all other property of the Borrower or each Guarantor
 in which the Agent or any Lender may at any time be granted a Lien, is herein
 collectively referred to as the "Collateral".

                  (b) All of the Obligations shall be secured by all of the
 Collateral, the Pledged Collateral and the Guarantor Collateral. The Agent may,
 subject to the provisions of Articles 13 and 14, in its sole discretion, (i)
 exchange, waive, or release any of the Collateral, (ii) apply Collateral and
 direct the order or manner of sale thereof as the Agent may determine, and
 (iii) settle, compromise, collect, or otherwise liquidate any Collateral in any
 manner, all without affecting the Obligations or the Agent's or any Lender's
 right to take any other action with respect to any other Collateral.

         6.2 Perfection and Protection of Security Interest.

             (a) The Borrower shall, and shall cause each Guarantor to, at
 Borrower's expense, perform all steps requested by the Agent at any time to
 perfect, maintain, protect, and enforce the Agent's Liens, including, without
 limitation: (i) executing, delivering and/or filing and recording of the
 Intellectual Property Security Agreement, the Pledge Agreement and the
 Guarantor Collateral Documents and executing and filing financing or
 continuation statements, and amendments thereof, in form and substance
 satisfactory to the Agent; (ii) delivering to the Agent the originals of all
 instruments, documents, and chattel paper, and all other Collateral, Pledged
 Collateral and Guarantor Collateral of which the Agent determines it should
 have physical possession in order to perfect and protect the Agent's security
 interest therein, duly pledged, endorsed or assigned to the Agent without
 restriction; (iii) delivering to the Agent





                                       49
<PAGE>


 warehouse receipts covering any portion of the Collateral located in warehouses
 and for which warehouse receipts are issued; (iv) when an Event of Default
 exists, transferring Inventory to warehouses designated by the Agent; (v)
 placing notations on the Borrower's and each Guarantor's books of account to
 disclose the Agent's security interest; (vii) delivering to the Agent all
 letters of credit on which the Borrower or LDM Canada is named beneficiary; and
 (viii) taking such other steps as are deemed necessary or desirable by the
 Agent to maintain and protect the Agent's Liens. To the extent permitted by
 applicable law, the Agent may file, without the Borrower's or a Guarantor's
 signature, one or more financing statements disclosing the Agent's Liens. The
 Borrower agrees that a carbon, photographic, photostatic, or other reproduction
 of this Agreement or of a financing statement is sufficient as a financing
 statement.

                  (b) If any Collateral or Guarantor Collateral is at any time
 in the possession or control of any warehouseman, bailee or any of the
 Borrower's or LDM Canada's agents or processors, then the Borrower shall notify
 the Agent thereof and shall notify or cause LDM Canada to notify such Person of
 the Agent's security interest in such Collateral or Guarantor Collateral and,
 upon the Agent's request, instruct such Person to hold all such Collateral or
 Guarantor Collateral for the Agent's account subject to the Agent's
 instructions. If at any time any Collateral or Guarantor Collateral is located
 on any operating facility of the Borrower or each Guarantor which is not owned
 by the Borrower or LDM Canada, then the Borrower shall, at the request of the
 Agent, obtain or cause LDM Canada to obtain written waivers, in form and
 substance satisfactory to the Agent, of all present and future Liens to which
 the owner or lessor of such premises may be entitled to assert against the
 Collateral.

                  (c) From time to time, the Borrower shall, and shall cause
 each Guarantor to, upon the Agent's request, execute and deliver confirmatory
 written instruments pledging to the Agent, for the ratable benefit of the
 Lenders, the Collateral, Pledged Collateral or Guarantor Collateral, as the
 case may be, with respect to the Borrower or such Guarantor, but the Borrower's
 or such Guarantor's failure to do so shall not affect or limit the Agent's
 security interest or the Agent's other rights in and to the Collateral, Pledged
 Collateral or Guarantor Collateral, as the case may be, with respect to the
 Borrower or such Guarantor. So long as this Agreement is in effect and until
 all Obligations have been fully satisfied, the Agent's Liens shall continue in
 full force and effect in all Collateral, Pledged Collateral and Guarantor
 Collateral (whether or not deemed eligible for the purpose of calculating the
 Revolving Availability or as the basis for any advance, loan, extension of
 credit, or other financial accommodation).

          6.3 Location of Collateral. The Borrower represents and warrants to
 the Agent and the Lenders that: (i) Schedule 6.3 is a correct and complete list
 of the Borrower's and each Guarantor's state or province of formation, chief
 executive office, the location of its books and records, the locations of the
 Collateral and the Guarantor Collateral with respect to the Borrower and such
 Guarantor, and the locations of all of its other places of business; and (ii)
 Schedule 6.3 correctly identifies any of such facilities and locations where
 Collateral and the Guarantor Collateral is located that are not owned by the
 Borrower or the relevant Guarantor and sets forth the names of the owners and
 lessors or sublessors of and, to the best of the Borrower's knowledge, the
 holders of any mortgages on, such facilities and locations. The Borrower
 covenants and agrees that it will not and will not permit any Guarantor to (x)
 maintain any Collateral with respect to the Borrower at any location other than
 those locations listed for the Borrower, and with respect to any Guarantor at
 any location other than those locations listed for





                                       50
<PAGE>


 such Guarantor, on Schedule 6.3, (y) otherwise change or add to any of such
 locations, or (z) change the location of its chief executive office from the
 location identified in Schedule 6.3, unless it gives the Agent at least thirty
 (30) days' prior written notice thereof and executes any and all financing
 statements and other documents that the Agent requests in connection therewith.
 Without limiting the foregoing, the Borrower represents that all of its and LDM
 Canada's Inventory is, and covenants that all of its Inventory will be, located
 either (A) on premises owned by the Borrower or LDM Canada, as the case may be,
 (B) on premises leased by the Borrower or LDM Canada, as the case may be,
 provided that the Agent has received an executed landlord waiver from the
 landlord of such premises in form and substance satisfactory to the Agent, or
 (C) in a public warehouse; provided that the Agent has received an executed
 bailee letter from the applicable public warehouseman in form and substance
 satisfactory to the Agent. As to each location, the Agent for the benefit of
 Lenders shall have filed state (and, to the extent required, local) UCC-1
 financing statements; as to all leased and bailment location, the Borrower
 shall use and shall cause LDM Canada to use all reasonable efforts to obtain
 landlord and bailee waivers; as to all bailment locations for which bailee
 waiver letters have not been obtained, the Agent shall have delivered to the
 bailee a notice of lien under Article 9 of the UCC; and for all leased
 locations as to which waiver letters have not been obtained, the Inventory at
 those leased locations shall not constitute Eligible Inventory.

         6.4 Title to, Liens on, and Sale and Use of Collateral. The Borrower
 represents and warrants to the Agent and the Lenders and agrees with the Agent
 and the Lenders that: (i) all of the Collateral, Pledged Collateral and
 Guarantor Collateral is and will continue to be owned by the Borrower or a
 Guarantor, as the case may be, free and clear of all Liens whatsoever, except
 for Permitted Liens; (ii) the Agent's Liens in the Collateral, Pledged
 Collateral and Guarantor Collateral will not be subject to any prior Lien;
 (iii) the Borrower will and will cause each Guarantor to use, store, and
 maintain the Collateral, Pledged Collateral and Guarantor Collateral with all
 reasonable care and will use such Collateral, Pledged Collateral or Guarantor
 Collateral for lawful purposes only; and (iv) the Borrower will not, and will
 not permit any Guarantor to, without the Agent's prior written approval, sell,
 or dispose of or permit the sale or disposition of any of the Collateral,
 Pledged Collateral or Guarantor Collateral, except for sales of Inventory in
 the ordinary course of business and sales of Equipment as permitted by Section
 6.11. The inclusion of proceeds in the Collateral, Pledged Collateral or
 Guarantor Collateral, shall not be deemed to constitute the Agent's or any
 Lender's consent to any sale or other disposition of the Collateral, Pledged
 Collateral or Guarantor Collateral, except as expressly permitted herein.

         6.5 Appraisals. Whenever a Default or Event of Default exists, and at
 such other times not more frequently than once every two years as the Agent
 requests, the Borrower shall, at its expense and upon the Agent's request,
 provide the Agent with appraisals or updates thereof of any or all of the
 Collateral or Guarantor Collateral from an appraiser, and prepared on a basis,
 satisfactory to the Agent, such appraisals and updates to include, without
 limitation, information required by applicable law and regulation and by the
 internal policies of the Lenders.

         6.6 Access and Examination; Confidentiality.

             (a) The Agent, accompanied by any Lender which so elects, may at
 all reasonable times (and at any time when a Default or Event of Default
 exists) have access to, examine, audit, make extracts from or copies of and
 inspect any or all of the Borrower's and each




                                       51
<PAGE>


 Guarantor's records, files, and books of account and the Collateral, Pledged
 Collateral and Guarantee Collateral, and discuss the Borrower's and such
 Guarantor's affairs with the Borrower's and such Guarantor's officers and
 management. The Borrower will deliver and will cause each Guarantor to deliver
 to the Agent any instrument necessary for the Agent to obtain records from any
 service bureau maintaining records for the Borrower or such Guarantor. The
 Agent may, and at the direction of the Majority Lenders shall, at any time when
 a Default or Event of Default exists, and at the Borrower' expense, make copies
 of all of the Borrower's or any Guarantor's books and records, or require the
 Borrower to deliver such copies to the Agent. The Agent may, without expense to
 the Agent, use such of the Borrower's or any Guarantor's respective personnel,
 supplies, and premises as may be reasonably necessary for maintaining or
 enforcing the Agent's Liens. The Agent shall have the right, at any time, in
 the Agent's name or in the name of a nominee of the Agent, to verify the
 validity, amount or any other matter relating to the Accounts, Inventory, or
 other Collateral, Pledged Collateral or Guarantor Collateral by mail,
 telephone, or otherwise.

                  (b) The Borrower agrees that, subject to the Borrower's prior
 consent, which consent shall not be unreasonably withheld or delayed, the Agent
 and each Lender may use the Borrower's name in advertising and promotional
 material and in conjunction therewith disclose the general terms of this
 Agreement. The Agent and each Lender agree to take normal and reasonable
 precautions and exercise due care to maintain the confidentiality of all
 information identified as "confidential" or "secret" by the Borrower and
 provided to the Agent or such Lender by or on behalf of the Borrower or any
 Guarantor, under this Agreement or any other Loan Document, and neither the
 Agent, nor such Lender nor any of their respective Affiliates shall use any
 such information other than in connection with or in enforcement of this
 Agreement and the other Loan Documents, except to the extent that such
 information (i) was or becomes generally available to the public other than as
 a result of disclosure by the Agent or such Lender, or (ii) was or becomes
 available on a non-confidential basis from a source other than the Borrower or
 a Guarantor, provided that such source is not bound by a confidentiality
 agreement with the Borrower known to the Agent or such Lender; provided,
 however, that the Agent and any Lender may disclose such information (1) at the
 request or pursuant to any requirement of any Governmental Authority to which
 the Agent or such Lender is subject or in connection with an examination of the
 Agent or such Lender by any such Governmental Authority; (2) pursuant to
 subpoena or other court process; (3) when required to do so in accordance with
 the provisions of any applicable requirement of law; (4) to the extent
 reasonably required in connection with any litigation or proceeding (including,
 but not limited to, any bankruptcy proceeding) to which the Agent, any Lender
 or their respective Affiliates may be party; (5) to the extent reasonably
 required in connection with the exercise of any remedy hereunder or under any
 other Loan Document; (6) to the Agent's or such Lender's independent auditors,
 accountants, attorneys and other professional advisors; (7) to any Affiliate of
 the Agent or such Lender, or to any Participating Lender or assignee under any
 Assignment and Acceptance, actual or potential, provided that such affiliate,
 Participating Lender or assignee agrees to keep such information confidential
 to the same extent required of the Agent and the Lenders hereunder; and (8) as
 expressly permitted under the terms of any other document or agreement
 regarding confidentiality to which the Borrower or a Guarantor is party or is
 deemed party with the Agent or such Lender.




                                       52
<PAGE>


         6.7 Collateral Reporting. The Borrower shall provide the Agent with the
 following documents at the following times in form satisfactory to the Agent:
 (i) on a weekly basis, separate Borrowing Base Certificates with respect to the
 Borrower and LDM Canada, in each case together with a schedule of credit memos
 and reports, a schedule of collections of accounts receivable, a schedule of
 Accounts created since the last such schedule; provided that such reporting
 requirements shall be more frequent, as specified by Agent, if Revolver
 Availability is less than $15,000,000; (ii) on a monthly basis, or more
 frequently if requested by the Agent, a schedule of the Accounts created since
 the last such schedule; (iii) on a monthly basis, an aging of the Accounts,
 together with a reconciliation to the previous months aging of the Accounts and
 to the Borrower's and LDM Canada's general ledger; (iv) on a monthly basis, an
 aging of the Borrower's and LDM Canada's accounts payable; (v) on a monthly
 basis (or more frequently if requested by the Agent), Inventory reports by
 category, with additional detail showing additions to and deletions from the
 Inventory; (vi) upon request, copies of invoices in connection with the
 Borrower's and LDM Canada's Accounts, customer statements, credit memos,
 remittance advices and reports, deposit slips, shipping and delivery documents
 in connection with the Borrower's Accounts and for Inventory and Equipment
 acquired by the Borrower or LDM Canada, purchase orders and invoices; (vii) on
 a monthly basis, a statement of the balance of each of the Intercompany
 Accounts as of the last day of the immediately preceding calendar month; (viii)
 such other reports as to the Collateral or Guarantor Collateral of the Borrower
 or as to the Guarantor Collateral of LDM Canada as the Agent shall reasonably
 request from time to time; and (ix) with the delivery of each of the foregoing,
 a certificate of an officer of the Borrower certifying as to the accuracy and
 completeness of the foregoing. If any of the Borrower's or LDM Canada's records
 or reports of the Collateral or Guarantor Collateral are prepared by an
 accounting service or other agent, the Borrower hereby authorizes such service
 or agent to deliver such records, reports, and related documents to the Agent,
 for distribution to the Lenders.

         6.8 Accounts.

             (a) The Borrower hereby represents and warrants to the Agent and
 the Lenders, with respect to the Accounts, that: (i) each existing Account
 represents, and each future Account will represent, a bona fide sale or lease
 and delivery of goods by the Borrower or LDM Canada, or rendition of services
 by the Borrower or LDM Canada, in the ordinary course of the Borrower's or LDM
 Canada's business; (ii) each existing Account is, and each future Account will
 be, for a liquidated amount payable by the Account Debtor thereon on the terms
 set forth in the invoice therefor or in the schedule thereof delivered to the
 Agent, without any offset, deduction, defense, or counterclaim except those
 known to the Borrower and disclosed to the Agent and the Lenders pursuant to
 this Agreement; (iii) no payment will be received with respect to any Account,
 and no credit, discount, or extension, or agreement therefor will be granted on
 any Account, except as reported to the Agent and the Lenders in accordance with
 this Agreement; (iv) each copy of an invoice delivered to the Agent by the
 Borrower will be a genuine copy of the original invoice sent to the Account
 Debtor named therein; and (v) all goods described in each invoice will have
 been delivered to the Account Debtor and all services of the Borrower or LDM
 Canada described in each invoice will have been performed.

             (b) Borrower shall not and shall not cause or permit LDM Canada to
 re-date any invoice or sale or make sales on extended dating beyond that
 customary in the Borrower's business or extend or modify any Account. If the
 Borrower becomes aware of any matter



                                       53
<PAGE>



 adversely affecting the collectability of any Account or Account Debtor
 involving an amount greater than $500,000, including information regarding the
 Account Debtor's creditworthiness, the Borrower will promptly so advise the
 Agent.

                  (c) Borrower shall not and shall not cause or permit LDM
 Canada to accept any note or other instrument (except a check or other
 instrument for the immediate payment of money) with respect to any Account
 without the Agent's written consent. If the Agent consents to the acceptance of
 any such instrument, it shall be considered as evidence of the Account and not
 payment thereof and the Borrower will promptly deliver such instrument to the
 Agent, endorsed by the Borrower or LDM Canada, as the case may be, to the Agent
 in a manner satisfactory in form and substance to the Agent. Regardless of the
 form of presentment, demand, notice of protest with respect thereto, the
 Borrower or LDM Canada, as the case may be, shall remain liable thereon until
 such instrument is paid in full.

                  (d) The Borrower shall notify the Agent promptly of all
 disputes and claims in excess of $500,000, individually, or $1,500,000 in the
 aggregate with any Account Debtor, and agrees to settle, contest, or adjust
 such dispute or claim at no expense to the Agent or any Lender. No discount,
 credit or allowance shall be granted to any Account Debtor other than normal
 and customary discounts and allowances without the Agent's prior written
 consent, except for discounts, credits and allowances made or given in the
 ordinary course of the Borrower's or LDM Canada's, as the case may be, business
 when no Event of Default exists hereunder. The Borrower shall send the Agent a
 copy of each credit memorandum in excess of $500,000 as soon as issued. The
 Agent may, and at the direction of the Majority Lenders shall, at all times
 when an Event of Default exists hereunder, settle or adjust disputes and claims
 directly with Account Debtors for amounts and upon terms which the Agent or the
 Majority Lenders, as applicable, shall consider advisable and, in all cases,
 the Agent will credit the Borrower's Loan Account with only the net amounts
 received by the Agent in payment of any Accounts.

                  (e) If an Account Debtor returns any Inventory to the Borrower
 or LDM Canada when no Event of Default exists, then the Borrower shall promptly
 determine or shall cause LDM Canada to promptly determine the reason for such
 return and shall issue a credit memorandum to the Account Debtor in the
 appropriate amount. The Borrower shall immediately report to the Agent any
 return involving an amount in excess of $500,000. Each such report shall
 indicate the reasons for the returns and the locations and condition of the
 returned Inventory. In the event any Account Debtor returns Inventory to the
 Borrower or LDM Canada when an Event of Default exists, the Borrower, upon
 request of the Agent, shall, and shall cause LDM Canada to: (i) hold the
 returned Inventory in trust for the Agent; (ii) segregate all returned
 Inventory from all of its other property; (iii) dispose of the returned
 Inventory solely according to the Agent's written instructions; and (iv) not
 issue any credits or allowances with respect thereto without the Agent's prior
 written consent. All returned Inventory shall be subject to the Agent's Liens
 thereon. Whenever any Inventory is returned, the related Account shall be
 deemed ineligible to the extent of the amount owing by the Account Debtor with
 respect to such returned Inventory.

          6.9 Collection of Accounts; Payments.




                                       54


<PAGE>
                  (a)      Until the Agent notifies the Borrower to the
contrary, the Borrower shall and shall cause LDM Canada to make collection of
all Accounts and other Collateral and Guarantor Collateral for the Agent, shall
and shall cause LDM Canada to receive all payments as the Agent's trustee, and
shall immediately deliver all payments in their original form duly endorsed in
blank into a Payment Account established for the account of the Borrower or LDM
Canada, as applicable at a bank acceptable to Agent and subject to documentation
acceptable to Agent. The Borrower shall and shall cause LDM Canada to establish
a lock-box service for collections of Accounts at a bank acceptable to the Agent
and pursuant to documentation satisfactory to the Agent. The Borrower shall and
shall cause LDM Canada to instruct all Account Debtors to make all payments
directly to the address established for such service. If, notwithstanding such
instructions, the Borrower or LDM Canada, as applicable, receives any proceeds
of Accounts, it shall receive such payments as the Agent's trustee, and shall
immediately deliver such payments to the Agent in their original form duly
endorsed in blank or deposit them into a Payment Account, as the Agent may
direct. All collections received in any such lock-box or Payment Account or
directly by the Borrower or LDM Canada, as the case may be, or the Agent, and
all funds in any Payment Account or other account to which such collections are
deposited shall be subject to the Agent's sole control. The Agent or the Agent's
designee may, at any time, notify Account Debtors that the Accounts have been
assigned to the Agent and of the Agent's security interest therein. If an Event
of Default shall have occurred and be continuing, the Agent may collect the
Accounts directly and charge the collection costs and expenses to the Borrower's
Loan Account as a Revolving Loan. When an Event of Default exists, the Borrower,
at the Agent's request, shall execute and deliver and shall cause LDM Canada to
execute and deliver to the Agent such documents as the Agent shall require to
grant the Agent access to any post office box in which collections of Accounts
are received.

                  (b)      If sales of Inventory are made for cash, the Borrower
shall and shall cause LDM Canada to immediately deliver to the Agent or deposit
into a Payment Account the identical checks, cash, or other forms of payment
which the Borrower receives.

                  (c)      All payments, including immediately available funds
received by the Agent at a bank designated by it, received by the Agent on
account of Accounts or as proceeds of other Collateral will be the Agent's sole
property for the benefit of the Lenders and will be credited to the Borrower's
Loan Account on the same Business Day as such payments are received in
immediately available funds.

                  (d)      Notwithstanding anything to the contrary herein and
in particular Section 4.8, all proceeds and collections of LDM Canada's Accounts
and other Collateral and payments received by the Agent and/or Lenders from LDM
Canada shall be applied to fees and expense reimbursements not in the nature of
interest for the purposes of the Income Tax Act of Canada and to principal
before being applied to interest due or fees and expense reimbursements which
are or may be in the nature of interest payments for the purposes of the Income
Tax Act of Canada.

          6.10 Inventory; Perpetual Inventory. The Borrower represents and
 warrants to the Agent and the Lenders and agrees with the Agent and the Lenders
 that all of the Inventory owned by the Borrower or LDM Canada is and will be
 held for sale or lease, or to be furnished in connection with the rendition of
 services, in the ordinary course of the Borrower's or LDM



                                       55
<PAGE>

Canada's business, and is and will be fit for such purposes. The Borrower will
keep and will cause LDM Canada to keep its Inventory in good and marketable
condition, at its own expense. Borrower will not, and will not permit LDM Canada
to, without the prior written consent of the Agent, acquire or accept any
Inventory on consignment or approval. The Borrower agrees that all Inventory
produced in the United States will be produced in accordance with the Federal
Fair Labor Standards Act of 1938, as amended, and all rules, regulations, and
orders thereunder. The Borrower will conduct a monthly physical count of the
Inventory (and after and during the continuation of an Event of Default, at such
other times as the Agent requests) and deliver a summary of the results thereof
to the Agent within thirty (30) days after the last day of each calendar month
until the Borrower has implemented a perpetual inventory system for the Borrower
and LDM Canada and the Agent is satisfied with the test count results as a
verification of the accuracy of those perpetual inventory systems. The Borrower
will not, and will not permit LDM Canada to, without the Agent's written
consent, sell any Inventory on a bill-and-hold, guaranteed sale, sale and
return, sale on approval, consignment, or other repurchase or return basis.

         6.11 Equipment.

                  (a)      The Borrower represents and warrants to the Agent and
the Lenders and agrees with the Agent and the Lenders that all of the Equipment
owned by the Borrower or LDM Canada is and will be used or held for use in the
Borrower's or LDM Canada's, as the case may be, business, and is and will be fit
for such purposes. The Borrower shall keep and maintain and shall cause LDM
Canada to keep and maintain its Equipment in good operating condition and repair
(ordinary wear and tear excepted) and shall make all necessary replacements
thereof.

                  (b)      The Borrower shall promptly inform the Agent of any
material additions to or deletions from the Equipment. The Borrower shall not
permit any Equipment to become a fixture with respect to real property or to
become an accession with respect to other personal property with respect to
which real or personal property the Agent does not have a Lien. The Borrower
will not and will not permit LDM Canada, without the Agent's prior written
consent, alter or remove any identifying symbol or number on any of the
Borrower's or LDM Canada's Equipment consisting of Collateral or Guarantor
Collateral, as the case may be.

                  (c)      The Borrower shall not, and shall not permit LDM
Canada to, without the Lenders' prior written consent, sell, lease as a lessor
(except as permitted by Section 9.9) or otherwise dispose of any of the
Borrower's or LDM Canada's Equipment; provided, however, that the Borrower and
LDM Canada may dispose of obsolete or unusable Equipment having an orderly
liquidation value no greater than $500,000 in the aggregate in any Fiscal Year,
without the Lenders' consent, subject to the conditions set forth in the next
sentence. In the event any of such Equipment is sold, transferred or otherwise
disposed of pursuant to the proviso contained in the immediately preceding
sentence, (1) if such sale, transfer or disposition is effected without
replacement of such Equipment, or such Equipment is replaced by Equipment leased
by the Borrower or LDM Canada or by Equipment purchased by the Borrower or LDM
Canada subject to a Lien, then the Borrower shall deliver or cause LDM Canada to
deliver all of the cash proceeds of any such sale, transfer or disposition to
the Agent, which proceeds shall be applied, ratably, to the reduction of the
Obligations in the order provided for in Section 4.8, or (2) if such sale,
transfer or disposition is made in connection with the purchase by the Borrower
or LDM



                                       56
<PAGE>


Canada of replacement Equipment, then the Borrower shall use or shall cause LDM
Canada to use, as the case may be, the proceeds of such sale, transfer or
disposition to purchase such replacement Equipment and shall deliver to the
Agent written evidence of the use of the proceeds for such purchase. All
replacement Equipment purchased by the Borrower or LDM Canada shall be free and
clear of all Liens except the Agent's Lien.

         6.12 Assigned Contracts. The Borrower shall and shall cause LDM Canada
to fully perform all of its obligations under each of the Borrower's or LDM
Canada's Assigned Contracts, and shall enforce and shall cause LDM Canada to
enforce all of its rights and remedies thereunder as it deems appropriate in its
business judgment; provided, however, that the Borrower shall not and shall not
permit LDM Canada to take any action or fail to take any action with respect to
its Assigned Contracts which would result in a waiver or other loss of any
material right or remedy of the Borrower or LDM Canada thereunder. Without
limiting the generality of the foregoing, the Borrower shall take and shall
cause LDM Canada to take all action necessary or appropriate to permit, and
shall not take any action which would have any materially adverse effect upon,
the full enforcement of all indemnification rights under its Assigned Contracts.
The Borrower shall not and shall not permit LDM Canada to, without the Agent's
and the Majority Lender's prior written consent, modify, amend, supplement,
compromise, satisfy, release, or discharge any of its Assigned Contracts, any
collateral securing the same, any Person liable directly or indirectly with
respect thereto, or any agreement relating to any of its Assigned Contracts or
the collateral therefor. The Borrower shall notify the Agent and the Lenders in
writing, promptly after the Borrower or LDM Canada becomes aware thereof, of any
event or fact which could give rise to a claim by it for indemnification under
any of its Assigned Contracts, and shall diligently pursue or cause LDM Canada
diligently to pursue such right and report to the Agent on all further
developments with respect thereto. The Borrower shall remit directly to the
Agent for application to the Obligations in such order as the Majority Lenders
shall determine, all amounts received by the Borrower or LDM Canada as
indemnification or otherwise pursuant to its Assigned Contracts. If the Borrower
or LDM Canada shall fail after the Agent's demand to pursue diligently any right
under its Assigned Contracts, or if an Event of Default then exists, the Agent
may, and at the direction of the Majority Lenders shall, directly enforce such
right in its own or the Borrower's or LDM Canada's name and may enter into such
settlements or other agreements with respect thereto as the Agent or the
Majority Lenders, as applicable, shall determine. In any suit, proceeding or
action brought by the Agent for the benefit of the Lenders under any Assigned
Contract for any sum owing thereunder or to enforce any provision thereof, the
Borrower shall indemnify and hold the Agent and Lenders harmless from and
against all expense, loss or damage suffered by reason of any defense, setoff,
counterclaims, recoupment, or reduction of liability whatsoever of the obligor
thereunder arising out of a breach by the Borrower or LDM Canada of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing from the Borrower or LDM Canada to or in favor of
such obligor or its successors. All such obligations of the Borrower or LDM
Canada shall be and remain enforceable only against the Borrower or LDM Canada,
as the case may be, and shall not be enforceable against the Agent.
Notwithstanding any provision hereof to the contrary, the Borrower or LDM
Canada, as the case may be, shall at all times remain liable to observe and
perform all of its duties and obligations under its Assigned Contracts, and the
Agent's or any Lender's exercise of any of their respective rights with respect
to the Collateral shall not release the Borrower or LDM Canada, as the case may
be, from any of such duties and obligations. Neither the Agent nor any Lender
shall be



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<PAGE>


obligated to perform or fulfill any of the Borrower's or LDM Canada's duties or
obligations under its Assigned Contracts or to make any payment thereunder, or
to make any inquiry as to the nature or sufficiency of any payment or property
received by it thereunder or the sufficiency of performance by any party
thereunder, or to present or file any claim, or to take any action to collect or
enforce any performance, any payment of any amounts, or any delivery of any
property.

         6.13 Documents, Instruments, and Chattel Paper. The Borrower represents
and warrants to the Agent and the Lenders that (i) all documents, instruments,
and chattel paper describing, evidencing, or constituting Collateral, Pledged
Collateral or Guarantor Collateral, as the case may be, and all signatures and
endorsements thereon, are and will be complete, valid, and genuine, and (ii) all
goods evidenced by such documents, instruments, and chattel paper are and will
be owned by the Borrower or a Guarantor, as the case may be, free and clear of
all Liens other than Permitted Liens. The Borrower agrees that it shall deliver
and shall cause each Guarantor to deliver to the Agent, at the Closing Date, and
thereafter, promptly upon obtaining possession thereof, the originals of all
instruments and chattel paper received by the Borrower or such Guarantor.

         6.14 Right to Cure. The Agent may, in its discretion, and shall, at the
 direction of the Majority Lenders, pay any amount or do any act required of the
 Borrower or any Guarantor hereunder or under any other Loan Document in order
 to preserve, protect, maintain or enforce the Obligations, the Collateral,
 Pledge Collateral or Guarantor Collateral, or the Agent's Liens therein, and
 which the Borrower or such Guarantor, as the case may be, fails to pay or do,
 including, without limitation, payment of any judgment against the Borrower or
 such Guarantor, any insurance premium, any warehouse charge, any finishing or
 processing charge, any landlord's claim, and any other Lien upon or with
 respect to the Collateral, Pledged Collateral or Guarantor Collateral. All
 payments that the Agent makes under this Section 6.14 and all out-of-pocket
 costs and expenses that the Agent pays or incurs in connection with any action
 taken by it hereunder shall be charged to the Borrower's Loan Account as a
 Revolving Loan . Any payment made or other action taken by the Agent under this
 Section 6.14 shall be without prejudice to any right to assert an Event of
 Default hereunder and to proceed thereafter as herein provided.

          6.15 Power of Attorney. The Borrower hereby appoints the Agent and the
 Agent's designee as the Borrower's attorney, with power: (i) to endorse the
 Borrower's name on any checks, notes, acceptances, money orders, or other forms
 of payment or security that come into the Agent's or any Lender's possession;
 (ii) to sign the Borrower's name on any invoice, bill of lading, warehouse
 receipt or other document of title relating to any Collateral, on drafts
 against customers, on assignments of Accounts, on notices of assignment,
 financing statements and other public records; (iii) to notify the post office
 authorities, when an Event of Default exists, to change the address for
 delivery of the Borrower's mail to an address designated by the Agent and to
 receive, open and dispose of all mail addressed to the Borrower; (iv) to send
 requests for verification of Accounts to customers or Account Debtors; (v) to
 clear Inventory, the purchase of which was financed with Letters of Credit,
 through customs in the Borrower's name, the Agent's name or the name of the
 Agent's designee, and to sign and deliver to customs officials powers of
 attorney in the Borrower's name for such purpose; and (vi) to do all things
 necessary to carry out this Agreement. The Borrower ratifies and approves all
 acts of such attorney. None of the Lenders or the Agent nor their attorneys
 will be liable for any acts or omissions or for any error



                                       58
<PAGE>
of judgment or mistake of fact or law other than as a result of such Person's
gross negligence or willful misconduct. This power, being coupled with an
interest, is irrevocable until this Agreement has been terminated and the
Obligations have been fully satisfied.

         6.16 The Agent's and Lenders' Rights, Duties and Liabilities. The
Borrower assumes all responsibility and liability arising from or relating to
the use, sale or other disposition of the Collateral, Pledged Collateral or
Guarantor Collateral. Neither the Agent, nor any Lender, nor any of their
respective officers, directors, employees or agents shall be liable or
responsible in any way for the safekeeping of any of the Collateral, Pledged
Collateral or Guarantor Collateral, or for any loss or damage thereto, or for
any diminution in the value thereof, or for any act of default of any
warehouseman, carrier, forwarding agency or other person whomsoever, all of
which shall be at the Borrower's sole risk. The Obligations shall not be
affected by any failure of the Agent or any Lender to take any steps to perfect
the Agent's Liens or to collect or realize upon the Collateral, Pledged
Collateral or Guarantor Collateral, nor shall loss of or damage to the
Collateral, Pledged Collateral or Guarantor Collateral release the Borrower from
any of the Obligations. Upon the occurrence and continuance of an Event of
Default, the Agent may (but shall not be required to), and at the direction of
the Majority Lenders shall, without notice to or consent from the Borrower, sue
upon or otherwise collect, extend the time for payment of, modify or amend the
terms of, compromise or settle for cash, credit, or otherwise upon any terms,
grant other indulgences, extensions, renewals, compositions, or releases, and
take or omit to take any other action with respect to the Collateral, Pledged
Collateral or Guarantor Collateral, any security therefor, any agreement
relating thereto, any insurance applicable thereto, or any Person liable
directly or indirectly in connection with any of the foregoing, without
discharging or otherwise affecting the liability of the Borrower for the
Obligations or under this Agreement or any other agreement now or hereafter
existing between the Agent and/or any Lender and the Borrower.

         6.17 Effect of Amendment and Restatement on Article 6. As of the
 Closing Date, the provisions of this Article 6 shall be deemed to amend and
 restate Article 6 of the Prior Credit Agreement; provided, that the obligations
 of, and the security interests and Liens granted by, the Borrower, LDM Canada
 or any Guarantor under the Prior Credit Agreement shall survive and be
 continuing in accordance with the terms hereof.

                                    ARTICLE 7

                BOOKS AND RECORDS: FINANCIAL INFORMATION: NOTICES

          7.1 Books and Records. The Borrower shall and shall cause each
 Subsidiary to maintain, at all times, correct and complete books, records and
 accounts in which complete, correct and timely entries are made of their
 respective transactions in accordance with GAAP applied consistently with the
 audited Financial Statements required to be delivered pursuant to Section
 7.2(a). The Borrower shall and shall cause each Subsidiary to, by means of
 appropriate entries, reflect in such accounts and in all Financial Statements
 proper liabilities and reserves for all taxes and proper provision for
 depreciation and amortization of property and bad debts, all in accordance with
 GAAP. The Borrower shall and shall cause each Subsidiary to maintain at all
 times books and records pertaining to the Collateral, Pledged Collateral and
 Guarantor Collateral in such detail, form and scope as the Agent or any Lender
 shall reasonably require, including, but



                                       59
<PAGE>

not limited to, records of (a) all payments received and all credits and
extensions granted with respect to the Accounts; (b) the return, rejections,
repossession, stoppage in transit, loss, damage, or destruction of any
Inventory; and (c) all other dealings affecting the Collateral, Pledged
Collateral and Guarantor Collateral.

         7.2 Financial Information. The Borrower shall promptly furnish to the
 Agent (and the Agent shall supply each Lender with a copy of) all such
 financial information as the Agent or any Lender shall reasonably request, and
 notify its auditors and accountants that the Agent, on behalf of the Lenders,
 is authorized to obtain such information directly from them. Without limiting
 the foregoing, the Borrower will furnish to the Agent, in sufficient copies for
 distribution by the Agent to each Lender, in such detail as the Agent or the
 Lenders shall request, the following:

                  (a) As soon as available, but in any event not later than
         ninety (90) days after the close of each Fiscal Year, consolidated
         audited and consolidating audited balance sheets, and statements of
         income and expense, cash flow and of stockholders' equity for the
         Borrower and its Subsidiaries for such Fiscal Year and separate
         unaudited consolidated financial statements (as described above) for
         Borrower and its Subsidiaries, for such Fiscal Year prepared by the
         Borrower's outside auditors, in each case, with the accompanying notes
         thereto, setting forth in each case in comparative form figures for the
         previous Fiscal Year, all in reasonable detail, fairly presenting the
         financial position and the results of operations of the Borrower and
         its consolidated Subsidiaries as at the date thereof and for the Fiscal
         Year then ended, and prepared in accordance with GAAP. Such statements
         shall be examined in accordance with generally accepted auditing
         standards by and, in the case of such statements performed on a
         consolidated basis, accompanied by a report thereon unqualified as to
         scope of independent certified public accountants selected by the
         Borrower and reasonably satisfactory to the Agent. The Borrower,
         simultaneously with retaining such independent public accountants to
         conduct such annual audit, shall send a letter to such accountants,
         with a copy to the Agent and the Lenders, notifying such accountants
         that one of the primary purposes for retaining such accountants'
         services and having audited financial statements prepared by them is
         for use by the Agent and the Lenders.

                  (b) As soon as available, but in any event not later than
          thirty (30) days after the end of each month, consolidated and
          consolidating unaudited balance sheets of the Borrower and its
          consolidated Subsidiaries (and of the Borrower and its Subsidiaries)
          as at the end of such month, and consolidated and consolidating
          unaudited statements of income and expense and cash flow for the
          Borrower and its consolidated Subsidiaries (and of the Borrower and
          its Subsidiaries) for such month and for the period from the beginning
          of the Fiscal Year to the end of such month, all in reasonable detail,
          fairly presenting the financial position and results of operations of
          the Borrower and its consolidated Subsidiaries (and of the Borrower
          and its Subsidiaries) as at the date thereof and for such periods, and
          prepared in accordance with GAAP applied consistently with the audited
          Financial Statements required to be delivered pursuant to Section
          7.2(a). The Borrower shall certify by a certificate signed by its the
          chief financial officer or director of finance that all such
          statements have been prepared in accordance with GAAP and

                                       60
<PAGE>

         present fairly, subject to normal year-end adjustments, the Borrower's
         financial position as at the dates thereof and its results of
         operations for the periods then ended.

               (c) With each of the audited Financial Statements delivered
         pursuant to Section 7.2(a), a certificate of the independent certified
         public accountants that examined such statement to the effect that they
         have reviewed and are familiar with this Agreement and that, in
         examining such Financial Statements, they did not become aware of any
         fact or condition which then constituted a Default or Event of Default
         under Sections 9.23 through 9.26, inclusive, except for those, if any,
         described in reasonable detail in such certificate.

               (d) With each of the annual audited Financial Statements
         delivered pursuant to Section 7.2(a), and within forty-five (45) days
         after the end of each fiscal quarter, a Compliance Certificate executed
         by the chief financial officer or director of finance of the Borrower
         (i) setting forth in reasonable detail the calculations required to
         establish that the Borrower was in compliance with the covenants set
         forth in Sections 9.23 through 9.26, inclusive, during the period
         covered in such Financial Statements and as at the end thereof, and
         (ii) stating that, except as explained in reasonable detail in such
         certificate, (A) all of the representations and warranties of the
         Borrower contained in this Agreement and the other Loan Documents are
         correct and complete in all material respects as at the date of such
         certificate as if made at such time, (B) the Borrower is, at the date
         of such certificate, in compliance in all material respects with all of
         their respective covenants and agreements in this Agreement and the
         other Loan Documents, (C) no Default or Event of Default then exists or
         existed during the period covered by such Financial Statements, (D)
         describing and analyzing in reasonable detail all material trends,
         changes, and developments in each and all Financial Statements; and (E)
         explaining the variances of the figures in the corresponding budgets
         and prior Fiscal Year financial statements. If such certificate
         discloses that a representation or warranty is not correct or complete,
         or that a covenant has not been complied with, or that a Default or
         Event of Default existed or exists, such certificate shall set forth
         what action the Borrower has taken or proposes to take with respect
         thereto.

               (e) No sooner than sixty (60) days and not less than thirty (30)
         days prior to the beginning of each Fiscal Year, annual forecasts (to
         include forecasted consolidated and consolidating balance sheets,
         statements of income and expenses and statements of cash flow) for the
         Borrower and its Subsidiaries as at the end of and for each month of
         such Fiscal Year.

               (f) Promptly after filing with the PBGC and the IRS or any other
         Governmental Authority, a copy of each annual report or other filing
         filed with respect to each Plan of the Borrower or any Subsidiary.

               (g) Promptly upon the filing thereof, copies of all reports, if
         any, to or other documents filed by the Borrower or any of its
         Subsidiaries with the Securities and Exchange Commission under the
         Exchange Act, and all reports, notices, or statements sent or received
         by the Borrower or any of its Subsidiaries to or from the holders of
         any equity interests of the Borrower (other than routine non-material
         correspondence sent by



                                       61
<PAGE>


         shareholders of the Borrower to the Borrower) or any such Subsidiary or
         of any Debt for borrowed money of the Borrower or any of its
         Subsidiaries registered under the Securities Act of 1933 or to or from
         the trustee under any indenture under which the same is issued.

                  (h) As soon as available, but in any event not later than
         fifteen (15) days after the Borrower's receipt thereof, a copy of all
         management reports and management letters prepared for the Borrower by
         Ernst & Young LLP or any other independent certified public accountants
         of the Borrower.

                  (i) Promptly after their preparation, copies of any and all
         proxy statements, financial statements, and reports which the Borrower
         makes available to its stockholders.

                  (j) Promptly after filing with the IRS or Revenue Canada, a
         copy of each tax return filed by the Borrower or by any of its
         Subsidiaries.

                  (k) Such additional information as the Agent and/or any Lender
         may from time to time reasonably request regarding the financial and
         business affairs of the Borrower or any Subsidiary.

         7.3      Notices to the Lenders. The Borrower shall notify the Agent,
in writing of the following matters at the following times:

                  (a)      Immediately after becoming aware of any Default or
         Event of Default.

                  (b)      Immediately after becoming aware of the assertion by
         the holder of any capital stock of the Borrower or Subsidiary thereof
         or of any Debt in an outstanding principal amount in excess of
         $1,000,000 that a default exists with respect thereto or that the
         Borrower is not in compliance with the terms thereof, or the threat or
         commencement by such holder of any enforcement action because of such
         asserted default or non-compliance.

                  (c)      Immediately after becoming aware of any material
         adverse change in the Borrower's or any Subsidiary's property,
         business, operations, or condition (financial or otherwise).

                  (d)      Immediately after becoming aware of any pending or
         threatened action, suit, proceeding, or counterclaim by any Person, or
         any pending or threatened investigation by a Governmental Authority,
         which action, suit, proceeding, counterclaim or investigation seeks
         damages in excess of $1,000,000 (which amount shall not be fully
         covered by insurance), or which may otherwise materially and adversely
         affect the Collateral, Pledged Collateral or Guarantor Collateral, the
         repayment of the Obligations, the Agent's or any Lender's rights under
         the Loan Documents, or the Borrower's or any Subsidiary's property,
         business, operations, or condition (financial or otherwise).

                  (e)      Immediately after becoming aware of any pending or
         threatened strike, work stoppage, unfair labor practice claim, or other
         labor dispute affecting the Borrower



                                       62
<PAGE>


         or any of its Subsidiaries in a manner which could reasonably be
         expected to have a Material Adverse Effect.

                  (f)      Immediately after becoming aware of any violation of
         any law, statute, regulation, or ordinance of a Governmental Authority
         affecting the Borrower which could reasonably be expected to have a
         Material Adverse Effect.

                  (g)      Immediately after receipt of any notice of any
         violation by the Borrower or any of its Subsidiaries of any
         Environmental Law which could reasonably be expected to have a Material
         Adverse Affect or that any Governmental Authority has asserted that the
         Borrower or any Subsidiary thereof is not in compliance with any
         Environmental Law.

                  (h)      Immediately after receipt of any written notice that
         the Borrower or any of its Subsidiaries is or may be liable to any
         Person as a result of the Release or threatened Release of any
         Contaminant or that the Borrower or any Subsidiary is subject to
         investigation by any Governmental Authority evaluating whether any
         remedial action is needed to respond to the Release or threatened
         Release of any Contaminant which, in either case, is reasonably likely
         to give rise to liability in excess of $1,000,000

                  (i)      Immediately after receipt of any written notice of
         the imposition of any Environmental Lien against any property of the
         Borrower or any of its Subsidiaries.

                  (j)      Any change in the Borrower's or LDM Canada's name,
         state or province of incorporation, or form of organization, trade
         names or styles under which the Borrower or LDM Canada will sell
         Inventory or create Accounts, or to which instruments in payment of
         Accounts may be made payable, in each case at least thirty (30) days
         prior thereto.

                  (k)      Within ten (10) Business Days after the Borrower, any
         Subsidiary or any ERISA Affiliate knows or has reason to know, that an
         ERISA Event or a prohibited transaction (as defined in Sections 406 of
         ERISA and 4975 of the Code) has occurred, and, when known, any action
         taken or threatened by the IRS, the DOL, the PBGC or any other
         Governmental Authority with respect thereto.

                  (l)      Upon request, or, in the event that such filing
         reflects a significant change with respect to the matters covered
         thereby, within three (3) Business Days after the filing thereof with
         the PBGC, the DOL, the IRS, the Pension Commission of Ontario or any
         other applicable Governmental Authority, as applicable, copies of the
         following: (i) each annual report (form 5500 series), including
         Schedule B thereto, filed with the PBGC, the DOL or the IRS with
         respect to each Plan and, in the case of any Plan governed by PBA, each
         report, valuation, request for amendment, whole or partial withdrawal
         or termination or other variation, (ii) a copy of each funding waiver
         request filed with the PBGC, the DOL, the IRS, the Pension Commission
         of Ontario or any other applicable Governmental Authority with respect
         to any Plan and all communications received by the Borrower or any
         ERISA Affiliate from the PBGC, the DOL, the IRS, the Pension Commission
         of Ontario or other applicable Governmental Authority with respect



                                       63
<PAGE>

         to such request, and (iii) a copy of each other filing or notice filed
         with the PBGC, the DOL, the IRS, the Pension Commission of Ontario or
         other applicable Governmental Authority, with respect to each Plan of
         the Borrower, any Subsidiary or any ERISA Affiliate.

                  (m)      Upon request, copies of each actuarial report for any
         Plan or Multi-employer Plan and annual report for any Multi-employer
         Plan; and within ten (10) days after receipt thereof by the Borrower,
         or any Subsidiary or any ERISA Affiliate, copies of the following: (i)
         any notices of the PBGC's, the Pension Commission of Ontario's or other
         applicable Government Authority's intention to terminate a Plan or to
         have a trustee appointed to administer such Plan; (ii) any favorable or
         unfavorable determination letter from the IRS, the Pension Commission
         of Ontario or other applicable Governmental Authority regarding the
         qualification of a Plan under Section 401(a) of the Code, the PBA or
         other applicable laws; or (iii) any notice from a Multi-employer Plan
         regarding the imposition of withdrawal liability.

                  (n)      Within ten (10) days upon the occurrence thereof: (i)
         any changes in the benefits of any existing Plan which increase the
         Borrower's or any Subsidiary's annual costs with respect thereto by an
         amount in excess of $1,000,000, or the establishment of any new Plan
         or the commencement of contributions to any Plan to which the Borrower,
         any Subsidiary or any ERISA Affiliate was not previously contributing;
         or (ii) any failure by the Borrower, any Subsidiary or any ERISA
         Affiliate to make a required installment or any other required payment
         under Section 412 of the Code, the PBA or other applicable laws on or
         before the due date for such installment or payment.

                  (o)      Within ten (10) days after the Borrower, any
         Subsidiary or any ERISA Affiliate knows or has reason to know that any
         of the following events has or will occur: (i) a Multi-employer Plan
         has been or will be terminated; (ii) the administrator or plan sponsor
         of a Multi-employer Plan intends to terminate a Multi-employer Plan; or
         (iii) the PBGC has instituted or will institute proceedings under
         Section 4042 of ERISA to terminate a Multi-employer Plan; or (iv) a
         Reportable Event or Termination Event in respect of any Plan.

 Each notice given under this Section shall describe the subject matter thereof
 in reasonable detail, and shall set forth the action that the Borrower, any
 Subsidiary, or any ERISA Affiliate, as applicable, has taken or proposes to
 take with respect thereto.

                                    ARTICLE 8

                     GENERAL WARRANTIES AND REPRESENTATIONS

         The Borrower warrants and represents to the Agent and the Lenders that
except as hereafter disclosed to and accepted by the Agent and the Majority
Lenders in writing:

         8.1 Authorization, Validity, and Enforceability of this Agreement and
the Loan Documents. Each of the Borrower and each Guarantor has the power and
authority to execute, deliver and perform this Agreement and the other Loan
Documents to which each is a party, as




                                       64
<PAGE>
applicable. The Borrower has the power and authority to incur the Obligations,
and to grant to the Agent Liens upon and security interests in the Collateral
and the Pledged Collateral. Each Guarantor has the power and authority to grant
to the Agent liens upon and security interests in the Guarantor Collateral. Each
of the Borrower and each Guarantor has taken all necessary action (including,
without limitation, obtaining approval of its stockholders if necessary) to
authorize its execution, delivery, and performance of this Agreement and the
other Loan Documents to which each is a party, as applicable. No consent,
approval, or authorization of, or declaration or filing with, any Governmental
Authority, and no consent of any other Person, is required in connection with
the Borrower's execution, delivery and performance of this Agreement and
Borrower's or any Guarantor's execution, delivery and performance of the other
Loan Documents, except for those already duly obtained. This Agreement and the
other Loan Documents have been duly executed and delivered by the Borrower and
each Guarantor, as applicable, and constitute the legal, valid and binding
obligation of the Borrower and such Guarantor, as applicable, enforceable
against it in accordance with their respective terms without defense, setoff or
counterclaim. Neither the Borrower's nor any Guarantor's execution, delivery,
and performance of the Loan Documents to which it is a Party do or will conflict
with, or constitute a violation or breach of, or constitute a default under, or
result in the creation or imposition of any Lien upon the property of the
Borrower or any of its Subsidiaries by reason of the terms of (a) any contract,
mortgage, Lien, lease, agreement, indenture, or instrument to which the Borrower
or any of its Subsidiaries is a party or which is binding upon it or therein,
(b) any Requirement of Law applicable to the Borrower or any of its
Subsidiaries, or (c) the certificate or articles of incorporation or by-laws,
partnership agreement, or limited liability company agreement of the Borrower or
any of its Subsidiaries.

          8.2 Validity and Priority of Security Interest. The provisions of this
 Agreement and the other Loan Documents create legal and valid Liens on all the
 Collateral, Pledged Collateral and Guarantor Collateral, in favor of the Agent,
 for the ratable benefit of the Lenders, and such Liens constitute perfected and
 continuing Liens on all the Collateral, Pledged Collateral and Guarantor
 Collateral, having priority over all other Liens (other than Permitted Liens)
 on the Collateral, Pledged Collateral and Guarantor Collateral, securing all
 the Obligations, and enforceable against the Borrower, each Guarantor and all
 third parties.

          8.3 Organization and Qualification. The Borrower and each Guarantor
(a) is duly organized and validly existing in good standing under the laws of
the jurisdiction of its organization, (b) is qualified to do business as a
foreign entity and is in good standing in the jurisdictions set forth on
Schedule 8.3 which are the only jurisdictions in which qualification is
necessary in order for it to own or lease its property and conduct its business
and (c) has all requisite power and authority to conduct its business and to own
its property.

          8.4 Corporate Name; Prior Transactions. Neither the Borrower nor any
 Guarantor has, during the past five (5) years, been known by or used any other
 corporate or fictitious name, or been a party to any merger or consolidation,
 or acquired all or substantially all of the assets of any Person, or acquired
 any of its property outside of the ordinary course of business, except as set
 forth on Schedule 8.4.

          8.5 Subsidiaries and Affiliates. Schedule 8.5 is a correct and
complete list of the name and relationship to the Borrower of each and all of
the Borrower's Subsidiaries and other





                                       65
<PAGE>

 Affiliates. Each Subsidiary is (a) duly incorporated and organized and validly
existing in good standing under the laws of its jurisdiction of incorporation
set forth on Schedule 8.5, and (b) qualified to do business as a foreign
corporation and in good standing in each jurisdiction in which the failure to so
qualify or be in good standing could reasonably be expected to have a material
adverse effect on any such Subsidiary's business, operations, prospects,
property, or condition (financial or otherwise) and (c) has all requisite power
and authority to conduct its business and own its property.

         8.6     Financial Statements and Projections. (a) The Borrower has
 delivered to the Agent and the Lenders the audited balance sheet and related
 statements of income, retained earnings, changes in financial position, and
 changes in stockholders equity for the Borrower and its consolidated
 Subsidiaries for the Fiscal Year ended as of September 26, 1999 and September
 24, 2000, accompanied by the report thereon of the Borrower's independent
 certified public accountants, Ernst & Young LLP. All such financial statements
 have been prepared in accordance with GAAP and present accurately and fairly
 the financial position of the Borrower and its consolidated Subsidiaries as at
 the dates thereof and their results of operations for the periods then ended.

                 (b) The Latest Projections when submitted to the Lenders as
 required herein represent the Borrower's best estimate of the future financial
 performance of the Borrower and its consolidated Subsidiaries for the periods
 set forth therein. The Latest Projections have been prepared on the basis of
 the assumptions set forth therein, which the Borrower believes are fair and
 reasonable in light of current and reasonably foreseeable business conditions
 at the time submitted to the Lender.

          8.7    Capitalization. The Borrower's authorized capital stock
consists of 100,000 shares of common stock, par value $.10 per share, of which
600 shares are validly issued and outstanding, fully paid and non-assessable.
LDM Canada's authorized capital stock consists of 100,000 shares of common
stock, no par value per share, of which 10,001 shares were validly, issued and
outstanding fully paid and non-assessable.

          8.8    Solvency. Each of the Borrower and LDM Canada is Solvent prior
to and after giving effect to the making of the Revolving Loans to be made on
the Closing Date and the issuance of the Letters of Credit to be issued on the
Closing Date, and shall remain Solvent during the term of this Agreement.

          8.9    Debt. After giving effect to the making of the Revolving Loans
to be made on the Closing Date, the Borrower and its Subsidiaries have no Debt,
except (a) the Obligations, (b) the Term Loan Agreement Obligations, (c) the
Senior Subordinated Notes, (d) Debt described on Schedule 8.9, (e) the
Intercompany Loan, and (f) trade payables and other contractual obligations
arising in the ordinary course of business.

          8.10   Distributions. Since September 25,2000, no Distribution has
been declared, paid, or made upon or in respect of any capital stock or other
securities of the Borrower or any of its Subsidiaries.





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<PAGE>

         8.11 Title to Property. Each of the Borrower and LDM Canada has good
and marketable title in fee simple to its real property listed in Schedule 8.12
hereto, and each of LDM Canada and the Borrower has good, indefeasible, and
merchantable title to all of its other property (including, without limitation,
the assets reflected on the Financial Statements delivered to the Agent and the
Lenders pursuant to Section 8.6(a), except as disposed of in the ordinary course
of business since the date thereof), free of all Liens except Permitted Liens.

         8.12 Real Estate; Leases. Schedule 8.12 sets forth a correct and
complete list of all Real Estate owned by the Borrower or any of its
Subsidiaries, all leases and subleases of real or personal property by the
Borrower or its Subsidiaries as lessee or sublessee (other than leases of
personal property as to which the Borrower is lessee or sublessee for which the
value of such personal property is less than $500,000 individually or $1,500,000
in the aggregate), and all leases and subleases of real or personal property by
the Borrower or its Subsidiaries as lessor, lessee, sublessor or sublessee. Each
of such leases and subleases is valid and enforceable in accordance with its
terms and is in full force and effect, and no default by any party to any such
lease or sublease exists.

         8.13 Proprietary Rights Collateral. Schedule 8.13 sets forth a correct
 and complete list of all of the Proprietary Rights constituting patents,
 trademarks, copyrights and license agreements, if any, relating thereto, of the
 Borrower and its Subsidiaries. None of the Collateral or Guarantor Collateral
 consisting of Proprietary Rights is subject to any licensing agreement or
 similar arrangement. To the best of the Borrower's knowledge, none of the
 Collateral or Guarantor Collateral consisting of Proprietary Rights infringes
 on or conflicts with any other Person's property, and no other Person's
 property infringes on or conflicts with the Collateral or Guarantor Collateral
 consisting of Proprietary Rights. The Collateral and Guarantor Collateral
 consisting of Proprietary Rights as described on Schedule 8.13 constitute all
 of the property of such type necessary to the current and anticipated future
 conduct of the Borrower's and its Subsidiary's business.

          8.14 Trade Names and Terms of Sale. All trade names or styles under
 which the Borrower or any of its Subsidiaries will sell Inventory or create
 Accounts, or to which instruments in payment of Accounts may be made payable,
 are listed on Schedule 8.14.

          8.15 Litigation. Except as set forth on Schedule 8.15, there is no
 pending or (to the best of the Borrower's knowledge) threatened, action, suit,
 proceeding, or counterclaim by any Person, or investigation by any Governmental
 Authority, or any basis for any of the foregoing, which could reasonably be
 expected to cause a Material Adverse Effect.

          8.16 Restrictive Agreements. Neither the Borrower nor any of its
 Subsidiaries is a party to any contract or agreement, or subject to any charter
 or other corporate restriction, which affects its ability to execute, deliver,
 and perform the Loan Documents and repay the Obligations or which materially
 and adversely affects or, insofar as the Borrower can reasonably foresee, could
 materially and adversely affect, the property, business, operations, or
 condition (financial or otherwise) of the Borrower or such Subsidiary, or would
 in any respect cause a Material Adverse Effect.



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<PAGE>

         8.17 Labor Disputes. Except as set forth on Schedule 8.17 hereto: there
is (a) no collective bargaining agreement or other labor contract covering
employees of the Borrower or any of its Subsidiaries, (b) no such collective
bargaining agreement or other labor contract is scheduled to expire during the
term of this Agreement, (c) no union or other labor organization is seeking to
organize, or to be recognized as, a collective bargaining unit of employees of
the Borrower or any of its Subsidiaries or for any similar purpose, and (d) no
pending or (to the best of the Borrower's knowledge) threatened, strike, work
stoppage, material unfair labor practice claim, or other material labor dispute
against or affecting the Borrower or its Subsidiaries or their employees.

         8.18 Environmental Laws. Except as set forth on Schedule 8.18 hereto:
(a) The Borrower and its Subsidiaries have complied in all material respects
with all Environmental Laws applicable to its Premises and business, and neither
the Borrower nor any Subsidiary nor any of its present Premises or operations,
nor its past property or operations, nor any property now or previously in its
charge, management or control is subject to any enforcement order from or
liability agreement with any Governmental Authority or private Person respecting
(i) compliance with any Environmental Law or (ii) any potential liabilities and
costs or remedial action arising from the Release or threatened Release of a
Contaminant;

                  (b) The Borrower and its Subsidiaries have obtained all
 permits necessary for their current operations under Environmental Laws, and
 all such permits are in good standing and the Borrower and its Subsidiaries are
 in material compliance with all terms and conditions of such permits;

                  (c) Neither the Borrower nor any of its Subsidiaries, nor, to
 the best of the Borrower's knowledge, any of its predecessors in interest, has
 stored, treated or disposed of any hazardous waste on any Premises, as defined
 pursuant to 40 CFR Part 261 or any equivalent Environmental Law or any property
 now or previously in its charge, management or control other than in compliance
 with applicable Environmental Laws;

                  (d) Neither the Borrower nor any of its Subsidiaries has
 received any summons, complaint, order or similar written notice that it is not
 currently in compliance with, or that any Governmental Authority is
 investigating its compliance with, any Environmental Laws or that it is or may
 be liable to any other Person as a result of a Release or threatened Release of
 a Contaminant;

                  (e) None of the present or past operations or any property now
 or previously in its charge, management or control of the Borrower and its
 Subsidiaries is the subject of any investigation by any Governmental Authority
 evaluating whether any remedial action is needed to respond to a Release or
 threatened Release of a Contaminant;

                  (f) There is not now, nor to the best of the Borrower's
 knowledge has there ever been on or in the Premises:

                      (1) any underground storage tanks or surface impoundments,

                      (2) any asbestos containing material, or



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<PAGE>

                       (3) any polychlorinated biphenyls (PCB's) used in
         hydraulic oils, electrical transformers or other equipment other than
         in compliance with applicable Environmental Laws;

                  (g) Neither the Borrower nor any of its Subsidiaries has filed
any notice under any requirement of Environmental Law reporting a spill or
accidental and unpermitted release or discharge of a Contaminant into the
environment which has not been remediated;

                  (h) Neither the Borrower nor any of its Subsidiaries has
entered into any negotiations or settlement agreements with any Person
(including, without limitation, the prior owner of its property and any
Governmental Authority) imposing material obligations or liabilities on the
Borrower or any of its Subsidiaries with respect to any remedial action in
response to the Release of a Contaminant or environmentally related claim;

                  (i) None of the products manufactured, distributed or sold by
the Borrower or any of its Subsidiaries contain asbestos containing material;
and

                  (j) No Environmental Lien has attached to any Premises or
Property of the Borrower or any of its Subsidiaries.

          8.19 No Violation of Law. Neither the Borrower nor any of its
 Subsidiaries is in violation of any law, statute, regulation, ordinance,
 judgment, order, or decree applicable to it which violation could reasonably be
 expected to have a Material Adverse Effect.

          8.20 No Default. After giving effect to the initial Borrowing, neither
 the Borrower nor any of its Subsidiaries is in default with respect to any
 note, indenture, loan agreement, mortgage, lease, deed, or other agreement to
 which the Borrower or such Subsidiary is a party or by which it is bound, which
 default could reasonably be expected to have a Material Adverse Effect.

          8.21 ERISA Compliance. (a) Each Plan is in compliance in all material
 respects with the applicable provisions of ERISA, the Code, the PBA and other
 federal, provincial or state law. Each Plan which is intended to qualify under
 Section 401(a) of the Code has received a favorable determination letter from
 the IRS and to the best knowledge of the Borrower, nothing has occurred which
 would cause the loss of such qualification. The Borrower and each ERISA
 Affiliate has made all required contributions to any Plan when due, and no
 application for a funding waiver or an extension of any amortization period has
 been made with respect to any Plan.

                  (b) There are no pending or, to the best knowledge of
Borrower, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan which has resulted or could reasonably be
expected to result in a Material Adverse Effect. There has been no prohibited
transaction or violation of the fiduciary responsibility rules with respect to
any Plan which has resulted or could reasonably be expected to result in a
Material Adverse Effect.

                  (c) (i) No ERISA Event has occurred or is reasonably expected
 to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii)
 neither the Borrower nor any ERISA



                                       69
<PAGE>


Affiliate has incurred, or reasonably expects to incur, any liability under
Title IV of ERISA with respect to any Pension Plan (other than premiums due and
not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and
no event has occurred which, with the giving of notice under Section 4219 of
ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with
respect to a Multi-employer Plan; (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or
4212(c) of ERISA, and (vi) no Lien has arisen, choate or inchoate, in respect of
the Borrower or any Subsidiary or its or their Property in connection with any
Plan (save for contribution amounts not yet due).

          8.22 Taxes. The Borrower and its Subsidiaries have filed all federal,
 provincial, state and other tax returns and reports required to be filed, and
 have paid all federal, provincial, state and other taxes, assessments, fees and
 other governmental charges levied or imposed upon them or their properties,
 income or assets otherwise due and not delinquent.

          8.23 Regulated Entities. None of the Borrower, any Person controlling
 the Borrower, or any Subsidiary, is an "Investment Company" within the meaning
 of the Investment Company Act of 1940. The Borrower is not subject to
 regulation under the Public Utility Holding Company Act of 1935, the Federal
 Power Act, the Interstate Commerce Act, any state public utilities code, or any
 other Federal or state statute or regulation limiting its ability to incur
 Indebtedness.

          8.24 Use of Proceeds; Margin Regulations. The proceeds of the Loans
 are to be used solely for working capital purposes of the Borrower, for
 acquisitions by the Borrower permitted hereunder and loans to LDM Canada in
 accordance with the terms and conditions of this Agreement. Neither the
 Borrower nor any Subsidiary is engaged in the business of purchasing or selling
 Margin Stock or extending credit for the purpose of purchasing or carrying
 Margin Stock.

          8.25 Copyrights,, Patents, Trademarks and Licenses, etc. Except as
 described on Schedule 8.25 hereto, each of the Borrower and each Guarantor owns
 or is licensed or otherwise has the right to use all of the patents,
 trademarks, service marks, trade names, copyrights, contractual franchises,
 authorizations and other rights that are reasonably necessary for the operation
 of its businesses, without conflict with the rights of any other Person. To the
 best knowledge of the Borrower, no slogan or other advertising device, product,
 process, method, substance, part or other material now employed, or now
 contemplated to be employed, by the Borrower or any Subsidiary infringes upon
 any rights held by any other Person. No claim or litigation regarding any of
 the foregoing is pending or threatened, and no patent, invention, device,
 application, principle or any statute, law, rule, regulation, standard or code
 is pending or, to the knowledge of the Borrower, proposed, which, in either
 case, could reasonably be expected to have a Material Adverse Effect.

          8.26 No Material Adverse Change. No Material Adverse Effect has
occurred since September 25,2000, with respect to the Borrower and LDM Canada on
a consolidated basis.

          8.27 Full Disclosure. None of the representations or warranties made
 by the Borrower or any Subsidiary in the Loan Documents as of the date such
 representations and warranties are made or deemed made, and none of the
 statements contained in any exhibit, report, statement or



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certificate furnished by or on behalf of the Borrower or any Subsidiary in
connection with the Loan Documents (including the offering and disclosure
materials delivered by or on behalf of the Borrower to the Lenders prior to the
Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading as of the time when made or delivered.

         8.28 Material Agreements. Schedule 8.28 hereto sets forth all material
 agreements and contracts outside the ordinary course of business to which the
 Borrower or any of its Subsidiaries is a party or is bound as of the date
 hereof.

         8.29 Bank  Accounts.  Schedule 8.29 contains a complete and accurate
 list of all bank accounts maintained by the Borrower and its Subsidiaries with
 any bank or other financial institution.

         8.30 Governmental Authorization. No approval, consent, exemption,
 authorization, or other action by, or notice to, or filing with, any
 Governmental Authority is necessary or required in connection with the
 execution, delivery or performance by, or enforcement against, the Borrower or
 any of its Subsidiaries of the Agreement or any other Loan Document.

         8.31 Indenture. No default or event of default has occurred and is
 continuing under the Indenture and neither the Borrower or any of its
 Subsidiaries has any obligation to redeem, prepay or defease any of the Senior
 Subordinated Notes issued under the Indentures.

         8.32 Subordination Provisions. The subordination provisions contained
 in the Senior Subordinated Notes, the Indenture and other instruments entered
 into or issued in respect of the Senior Subordinated Notes are enforceable
 against the issuer of the respective security and the holders thereof, and the
 Loans and all other Obligations are within the definitions of "Senior
 Indebtedness" included in such provisions.

         8.33 Bidding Status. Neither the Borrower nor any of its Subsidiaries
 has received a notice, which notice has not been withdrawn within 180 days
 after receipt by the Borrower or such Subsidiary, from any of General Motors
 Corporation, Ford Motor Company or Chrysler Corporation informing the Borrower
 or such Subsidiary that any of them are ineligible to submit bids.

                                    ARTICLE 9

                       AFFIRMATIVE AND NEGATIVE COVENANTS

             The Borrower covenants to the Agent and each Lender that, so long
as any of the Obligations remain outstanding or this Agreement is in effect:

         9.1 Taxes and Other Obligations. The Borrower shall, and shall cause
 each of its Subsidiaries to, (a) file when due all tax returns and other
 reports which it is required to file; (b) pay, or provide for the payment, when
 due, of all taxes, fees, assessments and other governmental charges against it
 or upon its property, income and franchises, make all required withholding and
 other tax deposits, and establish adequate reserves for the payment of all such




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<PAGE>
items, and provide to the Agent and the Lenders, upon request, satisfactory
evidence of its timely compliance with the foregoing; and (c) pay when due all
Debt owed by it and all claims of materialmen, mechanics, carriers,
warehousemen, landlords and other like Persons, and all other indebtedness owed
by it and perform and discharge in a timely manner all other obligations
undertaken by it; provided, however, so long as the Borrower has notified the
Agent in writing, neither the Borrower nor any of its Subsidiaries need pay any
tax, fee, assessment, or governmental charge, that (i) it is contesting in good
faith by appropriate proceedings diligently pursued, (ii) the Borrower or its
Subsidiary, as the case may be, has established proper reserves for as provided
in GAAP, and (iii) no Lien (other than a Permitted Lien) results from such
non-payment. Without limiting the generality of the foregoing, the Borrower
shall annually and more frequently when requested by the Agent, provide to the
Agent or cause LDM Canada to provide to the Agent (i) a detailed accounting of
all amounts paid (upon collection of LDM Canada's accounts or otherwise) by LDM
Canada to the Borrower, whether or not applied to the Obligations outstanding
and whether by way of loans, loan repayments, dividends or otherwise, together
with a calculation of all withholding and other taxes payable in respect thereof
and (ii) evidence satisfactory to the Agent of the remittance when due to the
applicable Governmental Authorities of all withholding and other taxes payable
in respect thereof.

          9.2 Corporate Existence; Good Standing. The Borrower shall, and shall
cause each of its Subsidiaries to, maintain its corporate existence and its
qualification and good standing in all jurisdictions in which the failure to
maintain such qualification or good standing could reasonably be expected to
have a material adverse effect on the Borrower's or such Subsidiary's property,
business, operations, prospects, or condition (financial or otherwise).

          9.3 Compliance with Law and Agreements; Maintenance of Licenses. The
Borrower shall comply, and shall cause each Subsidiary to comply, in all
material respects with all Requirements of Law of any Governmental Authority
having jurisdiction over it or its business (including the Federal Fair Labor
Standards Act). The Borrower shall, and shall cause each of its Subsidiaries to,
obtain and maintain all licenses, permits, franchises, and governmental
authorizations necessary to own its property and to conduct its business as
conducted on the Closing Date.

          9.4 Maintenance of Property. The Borrower shall, and shall cause each
of its Subsidiaries to, maintain all of their respective property necessary and
useful in the conduct of their respective businesses, in good operating
condition and repair, ordinary wear and tear excepted.

          9.5 Insurance. (a) The Borrower shall maintain, and shall cause each
of its Subsidiaries to maintain, with financially sound and reputable insurers
having a rating of at least (A-) VII or better by Best Rating Guide, insurance
against loss or damage by fire with extended coverage; theft, burglary,
pilferage and loss in transit; public liability and third party property damage;
larceny, embezzlement or other criminal liability; business interruption; public
liability and third party property damage; and such other hazards or of such
other types as is customary for Persons engaged in the same or similar business,
as the Agent, in its discretion, or acting at the direction of the Majority
Lenders, shall specify, in amounts, and under policies acceptable to the Agent
and the Majority Lenders. Without limiting the foregoing, the Borrower shall
also maintain, and shall cause each of its Subsidiaries to maintain, flood
insurance, in the event of a






                                       72
<PAGE>

designation of the area in which any Real Estate is located as "flood prone" or
a "flood risk area," as defined by the Flood Disaster Protection Act of 1973, in
an amount to be reasonably determined by the Agent, and shall comply with the
additional requirements of the National Flood Insurance Program as set forth in
said Act.

                  (b) The Borrower shall cause the Agent, for the ratable
benefit of the Lenders, to be named in each such policy (other than those
policies pertaining to Como, DBM and LDM Germany) as secured party or mortgagee
and loss payee or additional insured, in a manner acceptable to the Agent. Each
policy of insurance shall contain a clause or endorsement requiring the insurer
to give not less than thirty (30) days' prior written notice to the Agent in the
event of cancellation of the policy for any reason whatsoever and a clause or
endorsement stating that the interest of the Agent shall not be impaired or
invalidated by any act or neglect of the Borrower or any of its Subsidiaries or
the owner of any premises for purposes more hazardous than are permitted by such
policy. All premiums for such insurance shall be paid by the Borrower when due,
and certificates of insurance and, if requested by the Agent or any Lender,
photocopies of the policies, shall be delivered to the Agent, in each case in
sufficient quantity for distribution by the Agent to each of the Lenders. If the
Borrower fails to procure such insurance or to pay the premiums therefor when
due, the Agent may, and at the direction of the Majority Lenders shall, do so
from the proceeds of Revolving Loans.

                  (c) The Borrower shall promptly notify the Agent and the
Lenders of any loss, damage, or destruction to the Collateral or Guarantor
Collateral arising from its use, whether or not covered by insurance. Upon the
occurrence and during the continuance of an Event of Default, the Agent is
authorized to collect all insurance proceeds (other than those pertaining to
Como, DBM, LDM Germany and key-man life insurance) directly, and to apply or
remit them as follows:

                           (i) With respect to insurance proceeds relating to
         property other than Collateral or Guarantor Collateral, after deducting
         from such proceeds the reasonable expenses, if any, incurred by the
         Agent in the collection or handling thereof, the Agent shall apply such
         proceeds, ratably, to the reduction of the Obligations in the order
         provided for in Section 4.8.

                           (ii) With respect to insurance proceeds relating to
         Collateral or Guarantor Collateral other than Fixed Assets, after
         deducting from such proceeds the reasonable expenses, if any, incurred
         by the Agent in the collection or handling thereof, the Agent shall
         apply such proceeds, ratably, to the reduction of the Obligations in
         the order provided for in Section 4.8.

                           (iii) With respect to insurance proceeds relating to
         Collateral or Guarantor Collateral consisting of Fixed Assets, after
         deducting from such proceeds the reasonable expenses, if any, incurred
         by the Agent in the collection or handling thereof, the Majority
         Lenders may permit or require the Borrower or LDM Canada, as the case
         may be, to use such money, or any part thereof, to replace, repair,
         restore or rebuild the relevant Fixed Assets in a diligent and
         expeditious manner with materials and workmanship of substantially the
         same quality as existed before the loss, damage or destruction.





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<PAGE>

         9.6 Condemnation. (a) The Borrower shall, immediately upon learning of
the institution of any proceeding for the condemnation or other taking of any of
its property or the property of any of its Subsidiaries, notify the Agent of the
pendency of such proceeding, and agrees that the Agent may participate in any
such proceeding, and the Borrower from time to time will deliver to the Agent
all instruments reasonably requested by the Agent to permit such participation.

                  (b) Upon the occurrence and during the continuance of an Event
of Default, the Agent is authorized to collect the proceeds of any condemnation
claim or award directly, and to apply or remit them as follows:

                           (i) With respect to condemnation proceeds relating to
         property other than Collateral or Guarantor Collateral, after deducting
         from such proceeds the reasonable expenses, if any, incurred by the
         Agent in the collection or handling thereof, the Agent shall apply such
         proceeds, ratably, to the reduction of the Obligations in the order
         provided for in Section 4.8.

                           (ii) With respect to condemnation proceeds relating
         to Collateral or Guarantor Collateral other than Fixed Assets, after
         deducting from such proceeds the reasonable expenses, if any, incurred
         by the Agent in the collection or handling thereof, the Agent shall
         apply such proceeds, ratably, to the reduction of the Obligations in
         the order provided for in Section 4.8.

                           (iii) With respect to condemnation proceeds relating
         to Collateral or Guarantor Collateral consisting of Fixed Assets, after
         deducting from such proceeds the reasonable expenses, if any, incurred
         by the Agent in the collection or handling thereof, the Majority
         Lenders may permit or require the Borrower or LDM Canada, as the case
         may be, to use such money, or any part thereof, to replace, repair,
         restore or rebuild the relevant Fixed Assets in a diligent and
         expeditious manner with materials and workmanship of substantially the
         same quality as existed before the condemnation.

          9.7 Environmental Laws. (a) The Borrower shall, and shall cause each
of its Subsidiaries to, conduct its business in compliance with all
Environmental Laws applicable to it, including, without limitation, those
relating to the generation, handling, use, storage, and disposal of any
Contaminant. The Borrower shall, and shall cause each of its Subsidiaries to,
take prompt and appropriate action to respond to any non-compliance with
Environmental Laws and shall regularly report to the Agent on such response.

                  (b) Without limiting the generality of the foregoing, the
Borrower shall submit to the Agent and the Lenders annually, commencing on the
first Anniversary Date, and on each Anniversary Date thereafter, an update of
the status of each environmental compliance or liability issue. The Agent or any
Lender may request copies of technical reports prepared by the Borrower or LDM
Canada and its communications with any Governmental Authority to determine
whether the Borrower or any of its Subsidiaries is proceeding reasonably to
correct, cure or contest in good faith any alleged non-compliance or
environmental liability. The Borrower shall, at the Agent's or the Majority
Lenders' request and at the Borrower's expense, (a) retain an independent
environmental engineer acceptable to the Agent to evaluate the site,






                                       74
<PAGE>
including tests if appropriate, where the non-compliance or alleged
non-compliance with Environmental Laws has occurred and prepare and deliver to
the Agent, in sufficient quantity for distribution by the Agent to the Lenders,
a report setting forth the results of such evaluation, a proposed plan for
responding to any environmental problems described therein, and an estimate of
the costs thereof, and (b) provide to the Agent and the Lenders a supplemental
report of such engineer whenever the scope of the environmental problems, or the
response thereto or the estimated costs thereof, shall change in any material
respect.

         9.8 Compliance with ERISA. The Borrower shall, and shall cause each of
 its Subsidiaries and ERISA Affiliates to: (a) maintain each Plan in compliance
 in all material respects with the applicable provisions of ERISA, the Code, the
 PBA and other federal, provincial or state law; (b) cause each Plan which is
 qualified under Section 401(a) of the Code to maintain such qualification; (c)
 make all required contributions to any Plan subject to Section 412 of the Code;
 (d) not engage in a prohibited transaction or violation of the fiduciary
 responsibility rules with respect to any Plan; and (e) not engage in a
 transaction that could be subject to Section 4069 or 4212(c) of ERISA; and (f)
 not permit any Lien, choate or inchoate, to arise or exist in connection with
 any Plan (save for contribution amounts not yet due).

          9.9 Mergers, Consolidations or Sales. Neither the Borrower nor any of
its Subsidiaries shall enter into any transaction of merger, reorganization, or
consolidation, or transfer, sell, assign, lease, or otherwise dispose of all or
any part of its property, or wind up, liquidate or dissolve, or agree to do any
of the foregoing, except (i) sales of Inventory in the ordinary course of its
business, (ii) sales of assets in an aggregate amount not to exceed $500,000 in
any Fiscal Year, and (iii) sales or other dispositions of Equipment in the
ordinary course of business that are obsolete or no longer useable by Borrower
or LDM Canada, as the case may be, in its business as permitted by Section 6.11.

          9.10 Distributions; Capital Change; Restricted Investments. Neither
the Borrower nor any of its Subsidiaries shall (i) directly or indirectly
declare or make, or incur any liability to make, any Distribution, except (x)
Distributions to the Borrower by its Subsidiaries (y) Distributions by Borrower
at such times and in such amounts as are necessary to pay the federal income
taxes of the Borrower's stockholders attributable to their ownership of the
Borrower's common stock and the Borrower's status as a subchapter "S"
corporation under the Code at any time after such subchapter "S" Status is
obtained, and (z) Distributions relating to the repurchase of the capital stock
of the Borrower with proceeds from key-man life insurance policies under which
the Borrower is the beneficiary, (ii) make any change in its capital structure
which could have a Material Adverse Effect or (iii) make any Restricted
Investment.

          9.11 Transactions Affecting Collateral or Obligations. Neither the
Borrower nor any of its Subsidiaries shall enter into any transaction which
could have a Material Adverse Effect.

          9.12 Guaranties. Neither the Borrower nor any of its Subsidiaries
shall make, issue or become liable on any Guaranty, except (i) Guaranties in
favor of the Agent, (ii) Guaranties executed in connection with the Term Loan
Agreement in favor of the Term Agent and (iii) Guaranties in favor of General
Electric Capital Corporation of the Debt of LDM Canada in an amount not to
exceed $1,400,000.






                                       75
<PAGE>
         9.13 Debt. Neither the Borrower nor any of its Subsidiaries shall incur
or maintain any Debt, other than:

                  (a) the Obligations;

                  (b) trade payables and contractual obligations to
suppliers and customers incurred in the ordinary course of business;

                  (c) Debt consisting of Senior Subordinated Notes,
provided that the aggregate principal amount thereof shall not at any time
exceed $110,000,000;

                  (d) Debt consisting of intercompany loans and advances
("Intercompany Loans") made by the Borrower to LDM Canada, provided that (i) LDM
Canada shall have executed and delivered to the Borrower, on the Closing Date,
an Intercompany Note to evidence any such Intercompany Loan, any security
interests granted to the Borrower on the assets of LDM Canada to secure the
payments under its Intercompany Note shall be assigned to the Agent pursuant to
documentation in form and substance acceptable to the Agent, and such
Intercompany Note shall be pledged to the Agent pursuant to the Pledge Agreement
as additional collateral security for the Obligations, (ii) the Borrower shall
record all such Intercompany Loans on its books and records in a manner
satisfactory to Agent, (iii) at the time any such Intercompany Loans is made by
the Borrower and after giving effect thereto, each of the Borrower and LDM
Canada shall be Solvent, (iv) the aggregate outstanding principal amount of
Intercompany Loans under this subsection (d) shall not at any one time exceed
$17,000,000, consisting of the Intercompany Loan amount outstanding on the date
hereof and additional loans not to exceed $1,000,000, plus an amount equal to
the sum of (A) an amount equal to the lesser of (x) $5,000,000 and (y) LDM
Canada's Borrowing Base, plus (B) $4,000,000, provided, however, that the
Intercompany Loans pursuant to clauses (A) and (B) above shall not exceed in any
fiscal quarter the amount of LDM Canada's EBITDA for the immediately preceding
fiscal quarter.

                  (e) Guaranties permitted pursuant to Section 9.12;

                  (f) Debt evidenced by the Term Loan Agreement; and

                  (g) other Debt existing on the Closing Date and listed on
Schedule 8.9 hereof, but without giving effect to any extensions, renewals or
refinancing thereof.

          9.14 Prepayments; Amendments. Neither the Borrower nor any of its
Subsidiaries shall voluntarily prepay, or amend, supplement or otherwise modify
the terms of, any Debt, except (i) the Obligations in accordance with the terms
of this Agreement and (ii) the Obligations under, and as defined in, the Term
Loan Agreement in accordance with the terms of the Term Loan Agreement.

          9.15 Transactions with Affiliates. Except (i) as set forth below, (ii)
the Intercompany Loans (and repayments thereof) upon and subject to the terms of
Section 9.13, (iii) the DBM Sales Commission Agreement and (iv) the DBM
Administrative Services Agreement, neither the Borrower nor any of its
Subsidiaries shall, sell, transfer, distribute, or pay any money or property,
including, but not limited to, any fees or expenses of any nature (including,
but not






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limited to, any fees or expenses for management services), to any Affiliate, or
lend or advance money or property to any Affiliate, or invest in (by capital
contribution or otherwise) or purchase or repurchase any stock or indebtedness,
or any property, of any Affiliate, or become liable on any Guaranty of the
indebtedness, dividends, or other obligations of any Affiliate. Notwithstanding
the foregoing, the Borrower and its Subsidiaries may engage in transactions with
Affiliates in the ordinary course of business, in amounts and upon terms fully
disclosed to the Agent and the Lenders, and no less favorable to the Borrower or
such Subsidiary than would be obtained in a comparable arm's-length transaction
with a third party who is not an Affiliate, except consulting fees paid by the
Borrower consistent with past practices.

         9.16 Investment Banking and Finder's Fees. Neither the Borrower nor any
of its Subsidiaries shall pay or agree to pay, or reimburse any other party with
respect to, any investment banking or similar or related fee, underwriter's fee,
finder's fee, or broker's fee to any Person in connection with this Agreement.
The Borrower shall defend and indemnify the Agent and the Lenders against and
hold them harmless from all claims of any Person for any such fees, and all
costs and expenses (including without limitation, attorneys' fees) incurred by
the Agent and/or any Lender in connection therewith.

         9.17 [INTENTIONALLY OMITTED].

         9.18 Business Conducted, The Borrower shall not and shall not permit
any of its Subsidiaries to, engage directly or indirectly, in any line of
business other than the businesses in which the Borrower or such Subsidiary is
engaged on the Closing Date and related lines of business.

          9.19 Liens. Neither the Borrower nor any of its Subsidiaries shall
create, incur, assume, or permit to exist any Lien on any property now owned or
hereafter acquired by any of them, except Permitted Liens.

          9.20 Sale and Leaseback Transactions. Neither the Borrower nor any of
its Subsidiaries shall, directly or indirectly, enter into any arrangement with
any Person providing for the Borrower or such Subsidiary to lease or rent
property that the Borrower or such Subsidiary has sold or will sell or otherwise
transfer to such Person.

          9.21 Acquisitions; Investments in New Subsidiaries. The Borrower shall
not and shall not permit any of its Subsidiaries to make investments in newly
formed Subsidiaries or acquire all or substantially all of the assets of any
Person or acquire all outstanding stock of a Person.

          9.22 Fiscal Year. The Borrower shall not change its Fiscal Year and
shall not permit LDM Canada to change its Fiscal Year without the consent of the
Agent and the Majority Lenders (such consents to not be unreasonably withheld).

          9.23 Capital Expenditures. (a) Neither the Borrower nor any of its
Subsidiaries shall make or incur any Capital Expenditure if, after giving effect
thereto, the aggregate amount of all Capital Expenditures by the Borrower and
its Subsidiaries on a consolidated basis would exceed $12,000,000 during Fiscal
Year 2001 (excluding, for Fiscal Year 2001 only, Romulus Capital Expenditures in
an amount not to exceed $15,000,000) and $20,000,000 during each Fiscal Year
thereafter.





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<PAGE>
                  (b) Notwithstanding anything to the contrary contained in
clause (a) above, to the extent that Capital Expenditures made by the Borrower
and its Subsidiaries during any Fiscal Year are less than the amount permitted
to be made for such Fiscal Year pursuant to clause (a) (without taking into
account any increase in the amount permitted during such period as a result of
this clause (b)) 100% of such unused amount may be carried forward to the
immediately succeeding Fiscal Year and utilized to make Capital Expenditures in
excess of the amount permitted above in such following Fiscal Year.

         9.24 Operating Lease Obligations. The Borrower shall, and shall cause
each of its Subsidiaries to, promptly notify the Agent after entering into any
lease of real or personal property as lessee or sublessee (other than a Capital
Lease), if, after giving effect thereto, the aggregate amount of Rentals (as
hereinafter defined) payable by the Borrower and its Subsidiaries on a
consolidated basis in any Fiscal Year in respect of such lease would exceed
$3,500,000, individually, or $15,000,000 in the aggregate for all such leases.
The term "Rentals" means all payments due from the lessee or sublessee under a
lease, including, without limitation, basic rent, percentage rent, property
taxes, utility or maintenance costs, and insurance premiums.

         9.25 Fixed Charge Coverage Ratio. The Borrower will maintain a Fixed
Charge Coverage Ratio of not less than 1.00:1.00 for each period of four
consecutive fiscal quarters ended at the end of the most recent fiscal quarter.

         9.26 Net Loss. The Borrower shall not, for each period of four (4)
consecutive fiscal quarters ended at the end of the most recent fiscal quarter,
beginning with the fourth fiscal quarter 2002, sustain a net loss (determined in
accordance with GAAP); provided that the operations of LDM Germany, DBM and Como
shall not be included in or affect the calculation of net loss.

         9.27 Use of Proceeds. The Borrower shall not, and shall not suffer or
permit any Subsidiary to, use any portion of the Loan proceeds, directly or
indirectly, (i) to purchase or carry Margin Stock, (ii) to repay or otherwise
refinance indebtedness of the Borrower or others incurred to purchase or carry
Margin Stock, (iii) to extend credit for the purpose of purchasing or carrying
any Margin Stock, or (iv) to acquire any security in any transaction that is
subject to Section 13 or 14 of the Exchange Act.

         9.28 Further Assurances. The Borrower shall and shall cause its
Subsidiaries to, execute and deliver, or cause to be executed and delivered, to
the Agent and/or the Lenders such documents and agreements, and shall take or
cause to be taken such actions, as the Agent or any Lender may, from time to
time, request to carry out the terms and conditions of this Agreement and the
other Loan Documents.

         9.29 Canadian Tax Matters. The Borrower shall quarterly and more
frequently when requested by the Agent, provide to the Agent or cause LDM Canada
to provide to the Agent (i) a detailed accounting of all amounts paid (upon
collection of LDM Canada's accounts or otherwise) by LDM Canada to the Borrower,
whether or not applied to the Obligations outstanding and whether by way of
loans, loan repayments, dividends or otherwise, together with a calculation of
all withholding and other taxes payable in respect thereof and (ii) evidence


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<PAGE>
satisfactory to the Agent of the remittance when due to the applicable
Governmental Authorities of all withholding and other taxes payable in respect
thereof.

         9.30 Amendment to Agreements. The Borrower shall not amend, waive or
otherwise modify any provision of, or waive any cause of action arising from or
related to, the DBM Administrative Services Agreement, the DBM Sales Commission
Agreement, or the BACF Subordination Agreement.

                                   ARTICLE 10

                              CONDITIONS OF LENDING

         10.1 Conditions Precedent to Effectiveness of this Agreement. The
obligation of the Lenders to enter into this Agreement are subject to the
following conditions precedent having been satisfied in a manner satisfactory to
the Agent and each Lender:

                  (a) This Agreement and the other Loan Documents have been
executed by each party thereto and the Borrower and LDM Canada shall have
performed and complied with all covenants, agreements and conditions contained
herein and the other Loan Documents which are required to be performed or
complied with by such Person before or on such Closing Date.

                  (b) [INTENTIONALLY OMITTED]

                  (c) All representations and warranties made hereunder and in
the other Loan Documents shall be true and correct as of the Closing Date as if
made on such date.

                  (d) No Default or Event of Default shall exist on the Closing
Date, or would exist after giving effect to the Loans to be made, and Letters of
Credit to be issued, on such date.

                  (e) The Agent and the Lenders shall have received such
opinions of counsel for the Borrower and its Subsidiaries as the Agent or any
Lender shall request, each such opinion to be in a form, scope, and substance
satisfactory to the Agent, the Lenders, and their respective counsel.

                  (f) The Agent shall have received a confirmation of guarantee
and security delivered by LDM Canada pursuant to the Prior Credit Agreement;

                  (g) The Agent shall have received:

                      (i) acknowledgment copies of proper financing
         statements or amendments thereto, duly filed on or before the Closing
         Date under the UCC or PPSA of all jurisdictions that the Agent may deem
         necessary or desirable in order to perfect the Agent's Lien;

                      (ii) a copy of the general security agreement comprised in
         the LDM Canada Security Agreement; and





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<PAGE>

                           (iii) duly executed such UCC-3 Termination
         Statements, PPSA Termination Statements, mortgage releases and other
         instruments, in form and substance satisfactory to the Agent, as shall
         be necessary to terminate and satisfy all Liens on the Property of the
         Borrower and its Subsidiaries except Permitted Liens.

                  (h) The Borrower shall have paid all fees and expenses of the
Agent and the Attorney Costs incurred in connection with any of the Loan
Documents and the transactions contemplated thereby.

                  (i) The Agent shall have received evidence, in form, scope,
and substance, reasonably satisfactory to the Agent, of all insurance coverage
as required by the Agreement.

                  (j) The Agent and the Lenders shall have had an opportunity,
if they so choose, to examine the books of account and other records and files
of the Borrower and to make copies thereof, and to conduct a pre-closing audit
which shall include, without limitation, verification of Inventory, Accounts,
and Revolver Availability, and the results of such examination and audit shall
have been satisfactory to the Agent and the Lenders in all respects.

                  (k) No claim, action, suit, investigation, litigation or
proceeding shall be pending or threatened (i) which is reasonably likely to be
determined adversely to the Borrower or any Guarantor and which would have a
Material Adverse Effect if so determined or (ii) which, in the judgment of the
Agent on the Majority Lenders could materially and adversely effect the
transactions contemplated hereby.

                  (l) Copies of all filings, registrations, approvals, orders,
authorizations, licenses, certificates, permits, consents, waivers and
acknowledgments, including those of the requisite Governmental Authorities,
required with respect to the execution and delivery, of this Agreement, the
other Loan Documents and the consummation of the transactions contemplated
hereby, each in form and substance satisfactory to the Agent.

                  (m) All proceedings taken in connection with the execution of
 this Agreement, all other Loan Documents and all documents and papers relating
 thereto shall be satisfactory in form, scope, and substance to the Agent and
 the Lenders.

          Execution and delivery by the Borrower of this Agreement shall be
 deemed to be a representation and warranty made by the Borrower to the effect
 that all of the conditions precedent to the effectiveness of this Agreement
 have been satisfied, with the same effect as delivery to the Agent and the
 Lenders of a certificate signed by the a Responsible Officer of the Borrower,
 dated the Closing Date, to such effect.

          Execution and delivery to the Agent by a Lender of a counterpart to
 this Agreement shall be deemed confirmation by such Lender that (i) all
 conditions precedent in this Section 10.1 have been fulfilled to the
 satisfaction of such Lender and (ii) the decision of such Lender to execute and
 deliver to the Agent an executed counterpart to this Agreement was made by such
 Lender independently and without reliance on the Agent or any other Lender as
 to the satisfaction of any condition precedent set forth in this Section 10.1.


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<PAGE>

          10.2 Conditions Precedent to Each Loan. The obligation of the Lenders
to make each Loan and the obligation of the Agent to take reasonable steps to
cause to be issued any Letter of Credit and the obligation of the Lenders to
participate in Letters of Credit, shall be subject to the further conditions
precedent that on and as of the date of any such extension of credit:

                  (a) the following statements shall be true, and the acceptance
by the Borrower of any extension of credit shall be deemed to be a statement to
the effect set forth in clauses (i) and (ii), with the same effect as the
delivery to the Agent and the Lenders of a certificate signed by a Responsible
Officer, dated the date of such extension of credit, stating that:

                           (i) The representations and warranties contained in
         this Agreement and the other Loan Documents are correct in all material
         respects on and as of the date of such extension of credit as though
         made on and as of such date, except to the extent the Agent and the
         Lenders have been notified by the Borrower that any representation or
         warranty is not correct and the Majority Lenders have explicitly waived
         in writing compliance with such representation or warranty; and

                           (ii) No event has occurred and is continuing, or
         would result from such extension of credit, which constitutes a Default
         or an Event of Default; and

                  (b) the Agent shall have received a Notice of Borrowing on or
prior to the date required by the terms of this Agreement; and

                  (c) without limiting Section 10.1(b), the amount of the
Revolver Availability shall be sufficient to make such Revolving Loan without
exceeding the Revolver Availability, provided, however, that the foregoing
conditions precedent are not conditions to each Lender participating in or
reimbursing Bank of America or the Agent for such Lenders' Pro Rata Share of any
BANA Loan or Agent Advance as provided in Sections 2.2(h), (i) and (j).

                                   ARTICLE 11

                                DEFAULT; REMEDIES

          11.1 Events of Default. It shall constitute an event of default
 ("Event of Default") if any one or more of the following shall occur for any
 reason:

                  (a) any failure to pay the principal of or interest or premium
on any of the Obligations when due, whether upon demand or otherwise;

                  (b) any representation or warranty made by the Borrower in
 this Agreement or by the Borrower or any Guarantor in any of the other Loan
 Documents, any Financial Statement, or any certificate furnished by the
 Borrower or any Guarantor at any time to the Agent or any Lender shall prove to
 be untrue in any material respect as of the date on which made or furnished;

                  (c) (i) any default shall occur in the observance or
 performance of any of the covenants or agreements contained in any of Article
 6, Section 7.2, 7.3, 9.4 or 9.9 through 9.28 hereof (other than a default under
 Section 9.20 as a result of a Lien involuntarily incurred, which





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<PAGE>
is not otherwise an Event of Default hereunder) or (ii) any default shall occur
in the observance or performance of any of the other covenants and agreements
contained in this Agreement or under Section 9.20 hereof as a result of a Lien
involuntarily incurred, any other Loan Documents, or any other agreement entered
into at any time to which the Borrower or any Guarantor thereof and the Agent or
any Lender are party in each case referred to in this clause (ii), if the same
shall not have been cured within fifteen (15) days following notice by the Agent
to the Borrower of the breach thereof, or if any such agreement or document
shall terminate (other than in accordance with its terms or the terms hereof or
with the written consent of the Agent and the Majority Lenders) or become void
or unenforceable, without the written consent of the Agent and the Majority
Lenders;

                  (d) default shall occur with respect to any Debt for borrowed
 money (other than the Obligations) in an outstanding principal amount which
 exceeds, in the aggregate for all such Debt with respect to which default shall
 have occurred, $2,000,000, or under any agreement or instrument under or
 pursuant to which any such Debt or indebtedness may have been issued, created,
 assumed, or guaranteed by the Borrower or any Guarantor, and such default shall
 continue for more than the period of grace, if any, therein specified, if the
 effect thereof (with or without the giving of notice or further lapse of time
 or both) is to accelerate, or to permit the holders of any such Debt or
 indebtedness to accelerate, the maturity of any such Debt; or any such Debt or
 indebtedness shall be declared due and payable or be required to be prepaid
 (other than by a regularly scheduled required prepayment) prior to the stated
 maturity thereof;

                  (e) the Borrower or any Guarantor shall (i) file a voluntary
 petition in bankruptcy or file a voluntary petition or an answer or file any
 proposal or notice of intent to file a proposal or otherwise commence any
 action or proceeding seeking reorganization, arrangement, consolidation or
 readjustment of its debts or which seeks to stay or has the effect of staying
 any creditor or for any other relief under the Bankruptcy Code, the Bankruptcy
 and Insolvency Act or the Companies' Creditors Arrangement Act, as amended, or
 under any other bankruptcy, insolvency, liquidation, winding up, corporate or
 similar act or law, state, provincial or federal, now or hereafter existing, or
 consent to, approve of, or acquiesce in, any such petition, proposal action or
 proceeding, (ii) apply for or acquiesce in the appointment of a receiver,
 assignee, liquidator, sequestrator, monitor, administrator, custodian, trustee
 or similar officer for it or for all or any part of its property, (iii) make an
 assignment for the benefit of creditors, or (iv) be unable generally to pay its
 debts as they become due;

                  (f) an involuntary petition or proposal shall be filed or an
 action or proceeding otherwise commenced seeking reorganization, consolidation,
 arrangement or readjustment of the debts of the Borrower or any Guarantor or
 for any other relief under the Bankruptcy Code, the Bankruptcy and Insolvency
 Act or the Companies' Creditors Arrangement Act, as amended, or under any other
 bankruptcy, insolvency, liquidation, winding up, corporate or similar act or
 law, state, provincial or federal, now or hereafter existing and (i) such
 petition, proposal action or proceeding shall not have been stayed or dismissed
 within a period of sixty (60) days after its commencement or (ii) an order for
 relief against the Borrower or such Guarantor shall have been entered in such
 proceeding or (iii) a Material Adverse Effect shall have occurred;





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<PAGE>

                  (g) a receiver, assignee, liquidator, sequestrator, custodian,
trustee, monitor, administrator or similar officer for the Borrower or any
Guarantor or for all or any part of its property shall be appointed or a warrant
of attachment, execution, writ of seizure or seizure and sale or similar process
shall be issued against any part of the property of the Borrower or any
Guarantor or any distress or analogous process is levied upon all or any part of
Borrower's or any Guarantor's property;

                  (h) Borrower or any Guarantor shall file a certificate of
dissolution or like process under applicable state, provincial or federal law or
shall be liquidated, dissolved or wound-up or shall commence or have commenced
against it any action or proceeding for dissolution, winding-up or liquidation,
or shall take any corporate action in furtherance thereof;

                  (i) all or any material part of the property of the Borrower
or any Guarantor shall be nationalized, expropriated or condemned, seized or
otherwise appropriated, or custody or control of such property or of the
Borrower or such Guarantor shall be assumed by any Governmental Authority or any
court of competent jurisdiction at the instance of any Governmental Authority or
any other Person, except where contested in good faith by proper proceedings
diligently pursued where a stay of enforcement is in effect;

                  (j) the LDM Canada Guarantee, LDM Holding Guarantee or any
other guaranty of the Obligations shall be terminated, revoked or declared void
or invalid;

                  (k) one or more judgments or orders for the payment of money
aggregating in excess of $2,000,000, which amount shall not be fully covered by
insurance, shall be rendered against the Borrower or any Guarantor and any such
judgments or orders shall not have been vacated, discharged, stayed or bonded
pending appeal within sixty (60) days from the entry thereof

                  (1) any loss, theft, damage or destruction of any item or
items of Collateral, Pledged Collateral or Guarantor Collateral or other
property of the Borrower or any Guarantor occurs which (i) materially and
adversely affects the property, business, operation, prospects, or condition of
the Borrower or any Guarantor; or (ii) is material in amount and is not
adequately covered by insurance;

                  (m) there occurs a Material Adverse Effect;

                  (n) there is filed against the Borrower or any Guarantor any
civil or criminal action, suit or proceeding under any federal or state
racketeering statute (including, without limitation, the Racketeer Influenced
and Corrupt Organization Act of 1970), which action, suit or proceeding (1) is
not dismissed within one hundred twenty (120) days, and (2) could result in the
confiscation or forfeiture of any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral;

                  (o) for any reason other than the failure of the Agent to take
any action available to it to maintain perfection of the Agent's Liens, pursuant
to the Loan Documents, any Loan Document ceases to be in full force and effect
or any Lien with respect to any material portion of the Collateral, Pledged
Collateral or Guarantor Collateral intended to be secured






                                       83
<PAGE>

thereby ceases to be, or is not, valid, perfected and prior to all other Liens
(other than Permitted Liens) or is terminated, revoked or declared void;

                  (p) an ERISA Event shall occur with respect to a Pension Plan
or Multi-employer Plan which has resulted or could reasonably be expected to
result in liability of the Borrower or any Guarantor under applicable laws in an
aggregate amount in excess of $2,000,000; (ii) the aggregate amount of Unfunded
Pension Liability among all Pension Plans at any time exceeds $2,000,000; or
(iii) the Borrower, any Guarantor or any ERISA Affiliate shall fail to pay when
due, after the expiration of any applicable grace period, any installment
payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multi-employer Plan in an aggregate amount in excess of $2,000,000 or
(iv) any Lien (save for contribution amounts not yet due) arises in connection
with any Plan; or

                  (q) there occurs a Change of Control,

          11.2 Remedies. (a) If a Default or an Event of Default exists, the
 Agent may, in its discretion, and shall, at the direction of the Majority
 Lenders, do one or more of the following at any time or times and in any order,
 without notice to or demand on the Borrower or any other Person: (i) reduce
 the Maximum Revolver Amount, or the advance rates against Eligible Accounts
 and/or Eligible Inventory used in computing Revolver Availability, or reduce
 one or more of the other elements used in computing Revolver Availability; (ii)
 restrict the amount of or refuse to make Revolving Loans; and (iii) restrict or
 refuse to arrange for Letters of Credit. If an Event of Default exists, the
 Agent shall, at the direction of the Majority Lenders, do one or more of the
 following, in addition to the actions described in the preceding sentence, at
 any time or times and in any order, without notice to or demand on the Borrower
 or any other Person: (a) terminate the Commitments and this Agreement; (b)
 declare any or all Obligations (other than Obligations with respect to the
 Interest Rate Swap) to be immediately due and payable; provided, however, that
 upon the occurrence of any Event of Default described in Sections 11.1(e),
 11.1(f), 11.1(g), or 11.1(h), the Commitments shall automatically and
 immediately expire and all Obligations shall automatically become immediately
 due and payable without notice or demand of any kind; and (c) pursue its other
 rights and remedies under the Loan Documents and applicable law.

                  (b) If an Event of Default exists: (i) the Agent shall have
 for the benefit of the Lenders, in addition to all other rights of the Agent
 and the Lenders, the rights and remedies of a secured party under the UCC, the
 PPSA and the Mortgages Act of Ontario; (ii) the Agent may, at any time, take
 possession of the Collateral and keep it on the Borrower's or LDM Canada's
 premises, at no cost to the Agent or any Lender, or remove any part of it to
 such other place or places as the Agent may desire, or the Borrower shall, upon
 the Agent's demand, at the Borrower's cost, assemble, or cause LDM Canada to
 assemble, the Collateral and make it available to the Agent at a place
 reasonably convenient to the Agent; and (iii) the Agent may sell and deliver
 any Collateral at public or private sales, for cash, upon credit or otherwise,
 at such prices and upon such terms as the Agent deems advisable, in its sole
 discretion, and may, if the Agent deems it reasonable, postpone or adjourn any
 sale of the Collateral by an announcement at the time and place of sale or of
 such postponed or adjourned sale without giving a new notice of sale. Without
 in any way requiring notice to be given in the following manner, the Borrower
 agrees that any notice by the Agent of sale, disposition or other intended
 action hereunder or in






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connection herewith, whether required by the UCC or otherwise, shall constitute
reasonable notice to the Borrower if such notice is mailed by registered or
certified mail, return receipt requested, postage prepaid, or is delivered
personally against receipt, at least five (5) Business Days prior to such action
to the Borrower's address specified in or pursuant to Section 15.8. If any
Collateral is sold on terms other than payment in full at the time of sale, no
credit shall be given against the Obligations until the Agent or the Lenders
receive payment, and if the buyer defaults in payment, the Agent may resell the
Collateral without further notice to the Borrower. In the event the Agent seeks
to take possession of all or any portion of the Collateral by judicial process,
the Borrower irrevocably waives: (a) the posting of any bond, surety or security
with respect thereto which might otherwise be required; (b) any demand for
possession prior to the commencement of any suit or action to recover the
Collateral; and (c) any requirement that the Agent retain possession and not
dispose of any Collateral until after trial or final judgment. The Borrower
agrees that the Agent has no obligation to preserve rights to the Collateral or
marshal any Collateral for the benefit of any Person. The Agent is hereby
granted a license or other right to use, without charge, the Borrower's labels,
patents, copyrights, name, trade secrets, trade names, trademarks, and
advertising matter, or any similar property, in completing production of,
advertising or selling any Collateral, and the Borrower's rights under all
licenses and all franchise agreements shall inure to the Agent's benefit. The
proceeds of sale shall be applied first to all expenses of sale, including
attorneys' fees, and then to the Obligations in whatever order the Agent elects.
The Agent will return any excess to the Borrower and the Borrower shall remain
liable for any deficiency.

                  (c) If an Event of Default occurs, the Borrower hereby waives
 all rights to notice and hearing prior to the exercise by the Agent of the
 Agent's rights to repossess the Collateral without judicial process or to
 replevy, attach or levy upon the Collateral without notice or hearing.

                                   ARTICLE 12

                              TERM AND TERMINATION

          12.1 Term and Termination. The term of this Agreement shall end on the
 Termination Date. The Agent upon direction from the Majority Lenders may
 terminate this Agreement without notice upon the occurrence of an Event of
 Default. The Agent shall provide notice to the Borrower of such termination;
 provided that the failure by the Agent to provide such notice to the Borrower
 shall not prohibit, restrict or otherwise affect the validity of the actions
 taken by the Agent and/or the Majority Banks pursuant to this Section 12.1.
 Upon the effective date of termination of this Agreement for any reason
 whatsoever, all Obligations shall become immediately due and payable.
 Notwithstanding the termination of this Agreement, until all Obligations are
 indefeasibly paid and performed in full in cash, the Borrower shall remain
 bound by the terms of this Agreement and shall not be relieved of any of its
 Obligations hereunder, and the Agent and the Lenders shall retain all their
 rights and remedies hereunder (including, without limitation, the Agent's Liens
 in and all rights and remedies with respect to all then existing and
 after-arising Collateral).

                                   ARTICLE 13




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<PAGE>
          AMENDMENTS; WAIVER; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

         13.1 No Waivers; Cumulative Remedies. No failure by the Agent or any
Lender to exercise any right, remedy, or option under this Agreement or any
present or future supplement thereto, or in any other agreement between or among
the Borrower and the Agent and/or any Lender, or delay by the Agent or any
Lender in exercising the same, will operate as a waiver thereof. No waiver by
the Agent or any Lender will be effective unless it is in writing, and then only
to the extent specifically stated. No waiver by the Agent or the Lenders on any
occasion shall affect or diminish the Agent's and each Lender's rights
thereafter to require strict performance by the Borrower of any provision of
this Agreement. The Agent's and each Lender's rights under this Agreement will
be cumulative and not exclusive of any other right or remedy which the Agent or
any Lender may have.

         13.2 Amendments and Waivers. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Lenders (or by the Agent at the written
request of the Majority Lenders) and the Borrower and then any such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such waiver, amendment, or
consent shall, unless in writing and signed by all the Lenders and the Borrower
and acknowledged by the Agent, do any of the following:

                  (a) increase or extend the Commitment of any Lender;

                  (b) postpone or delay any date fixed by this Agreement or any
other Loan Document for any payment of principal, interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document;

                  (c) reduce the principal of, or the rate of interest specified
herein on any Loan, or any fees or other amounts payable hereunder or under any
other Loan Document;

                  (d) change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is required for the Lender
or any of them to take any action hereunder;

                  (e) increase the advance rate with respect to Revolving Loans;

                  (f) amend this Section or any provision of the Agreement
providing for consent or other action by all Lenders;

                  (g) release Collateral, Pledged Collateral or Guarantor
Collateral other than as permitted by Section 14.12;

                  (h) change the definitions of "Majority Lenders" or "Required
Lenders."

and, provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent, affect the rights or duties of the Agent under
this Agreement or any other Loan Document.



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         13.3 Assignments; Participations.

                  (a) Any Lender may, with the written consent of the Agent,
assign and delegate to one or more assignees (provided that no written consent
of the Agent shall be required in connection with any assignment and delegation
by a Lender to an Affiliate of such Lender) (each an "Assignee") all, or any
ratable part of all, of the Loans, the Commitments and the other rights and
obligations of such Lender hereunder, in a minimum aggregate amount of
$5,000,000; provided, however, that no such assignment shall be made unless a
pro rata assignment of such Lender's Loans and Commitments under, and as defined
in, the Term Loan Agreement shall be made simultaneously to the same Person; and
provided further, that the Borrower and the Agent may continue to deal solely
and directly with such Lender in connection with the interest so assigned to an
Assignee until (i) written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee,
shall have been given to the Borrower and the Agent by such Lender and the
Assignee; (ii) such Lender and its Assignee shall have delivered to the Borrower
and the Agent an Assignment and Acceptance in the form of Exhibit E ("Assignment
and Acceptance") and (iii) the assignor Lender or Assignee has paid to the Agent
a processing fee in the amount of $3,500.

                  (b) From and after the date that the Agent notifies the
assignor Lender that it has received an executed Assignment and Acceptance and
payment of the above-referenced processing fee, (i) the Assignee thereunder
shall be a party hereto and, to the extent that rights and obligations,
including, but not limited to, the obligation to participate in credit support
or other enhancement for Letters of Credit hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall have the rights and
obligations of a Lender under the Loan Documents, and (ii) the assignor Lender
shall, to the extent that rights and obligations hereunder and under the other
Loan Documents have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

                  (c) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the Assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (1) other than as
provided in such Assignment and Acceptance, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement or the other Loan Documents or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Loan Document furnished pursuant hereto; (2) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of the Borrower, LDM Canada or any other Person or the
performance or observance by the Borrower, LDM Canada or any other Person of any
of its obligations under this Agreement or any other Loan Document furnished
pursuant hereto; (3) such Assignee confirms that it has received a copy of this
Agreement, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (4) such Assignee will, independently and without
reliance upon the Agent, such assigning Lender or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue


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to make its own credit decisions in taking or not taking action under this
Agreement; (5) such Assignee appoints and authorizes the Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Agent by the terms hereof,
together with such powers as are reasonably incidental thereto; and (6) such
Assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (d) Immediately upon each Assignee's making its processing fee
payment under the Assignment and Acceptance, this Agreement shall be deemed to
be amended to the extent, but only to the extent, necessary to reflect the
addition of the Assignee and the resulting adjustment of the Commitments arising
therefrom. The Commitment allocated to each Assignee shall reduce such
Commitments of the assigning Lender pro tanto.

                  (e) Any Lender may at any time sell to one or more commercial
banks, financial institutions, or other Persons not Affiliates of the Borrower
(a "Participant") participating interests in any Loans, the Commitment of that
Lender and the other interests of that Lender (the "Originating Lender")
hereunder and under the other Loan Documents; provided, however that no such
participation shall be made unless a pro rata participation of such Lender's
Loans and Commitments under, and as defined in, the Term Loan Agreement shall be
simultaneously made to the same Person; and provided further, that (i) the
Originating Lender's obligations under this Agreement shall remain unchanged,
(ii) the Originating Lender shall remain solely responsible for the performance
of such obligations, (iii) the Borrower and the Agent shall continue to deal
solely and directly with the Originating Lender in connection with the
Originating Lender's rights and obligations under this Agreement and the other
Loan Documents, and (iv) no Lender shall transfer or grant any participating
interest under which the Participant has rights to approve any amendment to, or
any consent or waiver with respect to, this Agreement or any other Loan
Document, and all amounts payable by the Borrower hereunder shall be determined
as if such Lender had not sold such participation; except that, if amounts
outstanding under this Agreement are due and unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of Default,
each Participant shall be deemed to have the right of set-off in respect of its
participating interest in amounts owing under this Agreement to the same extent
as if the amount of its participating interest were owing directly to it as a
Lender under this Agreement.

                  (f) Notwithstanding any other provision in this Agreement, any
Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and any notes held by
it in favor of any Federal Reserve Bank in accordance with Regulation A of the
Federal Reserve Board or U.S. Treasury Regulation 31 CFR $203.14, and such
Federal Reserve Bank may enforce such pledge or security interest in any manner
permitted under applicable law.

                                   ARTICLE 14

                                    THE AGENT

         14.1 Appointment and Authorization. Each Lender hereby designates and
appoints Bank of America, N.A. as its Agent under this Agreement and the other
Loan Documents and


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each Lender hereby irrevocably authorizes the Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it
by the terms of this Agreement or any other Loan Document, together with such
powers as are reasonably incidental thereto. The Agent agrees to act as such on
the express conditions contained in this Article 14. The provisions of this
Article 14 are solely for the benefit of the Agent and the Lenders and the
Borrower shall have no rights as a third party beneficiary of any of the
provisions contained herein. Notwithstanding any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document, the Agent
shall not have any duties or responsibilities, except those expressly set forth
herein, nor shall the Agent have or be deemed to have any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or any other Loan
Document or otherwise exist against the Agent. Except as expressly otherwise
provided in this Agreement, the Agent shall have and may use its sole discretion
with respect to exercising or refraining from exercising any discretionary
rights or taking or refraining from taking any actions which the Agent is
expressly entitled to take or assert under this Agreement and the other Loan
Documents, including, without limitation, (a) the determination of the
applicability of ineligibility criteria with respect to the calculation of the
Revolver Availability, (b) the making of Agent Advances pursuant to Section
2.2(i), and (c) the exercise of remedies pursuant to Section 11.2, and any
action so taken or not taken shall be deemed consented to by the Lenders.

         14.2 Delegation of Duties. The Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects as
long as such selection was made without gross negligence or willful misconduct.

         14.3 Liability of Agent. None of the Agent-Related Persons shall (i) be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct),
or (ii) be responsible in any manner to any of the Lenders for any recital,
statement, representation or warranty made by the Borrower or any Subsidiary or
Affiliate of the Borrower, or any officer thereof, contained in this Agreement
or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by the Agent under or in
connection with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Loan Document, or for any failure of the Borrower or any other party
to any Loan Document to perform its obligations hereunder or thereunder. No
Agent-Related Person shall be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of the Borrower or any of the
Borrower's Subsidiaries or Affiliates.

         14.4 Reliance by Agent. (a) The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone
message, statement or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper



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Person or Persons, and upon advice and statements of legal counsel (including
counsel to the Borrower), independent accountants and other experts selected by
the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Majority Lenders as it deems
appropriate and, if it so requests, it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking or continuing to take any such action. The
Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Majority Lenders and such request and any action taken
or failure to act pursuant thereto shall be binding upon all of the Lenders.

                  (b) For purposes of determining compliance with the conditions
specified in Section 10.1, each Lender that has executed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter either sent by the Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to
or approved by or acceptable or satisfactory to the Lender.

         14.5 Notice of Default. The Agent shall not be deemed to have knowledge
or notice of the occurrence of any Default or Event of Default, except with
respect to defaults in the payment of principal, interest and fees required to
be paid to the Agent for the account of the Lenders, unless the Agent shall have
received written notice from a Lender or the Borrower referring to this
Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default." The Agent will notify the Lenders of its
receipt of any such notice. The Agent shall take such action with respect to
such Default or Event of Default as may be requested by the Majority Lenders in
accordance with Section 11; provided, however, that unless and until the Agent
has received any such request, the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such
Default or Event of Default as it shall deem advisable.

         14.6 Credit Decision. Each Lender acknowledges that none of the
Agent-Related Persons has made any representation or warranty to it, and that no
act by the Agent hereinafter taken, including any review of the affairs of the
Borrower and the Guarantors, shall be deemed to constitute any representation or
warranty by any Agent-Related Person to any Lender. Each Lender represents to
the Agent that it has, independently and without reliance upon any Agent-Related
Person and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, prospects,
operations, property, financial and other condition and creditworthiness of the
Borrower and the Guarantors, and all applicable bank regulatory laws relating to
the transactions contemplated hereby, and made its own decision to enter into
this Agreement and to extend credit to the Borrower. Each Lender also represents
that it will, independently and without reliance upon any Agent-Related Person
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents,
and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Borrower or any Guarantor. Except for notices, reports
and other documents expressly herein required to be furnished to the Lenders by
the Agent, the Agent shall not have any duty or responsibility to provide any
Lender with any credit or other


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information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of the Borrower or any Guarantor which
may come into the possession of any of the Agent-Related Persons.

         14.7 Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Lenders shall indemnify upon demand the
Agent-Related Persons (to the extent not reimbursed by or on behalf of the
Borrower and without limiting the obligation of the Borrower to do so), pro
rata, from and against any and all Indemnified Liabilities; provided, however,
that no Lender shall be liable for the payment to the Agent-Related Persons of
any portion of such Indemnified Liabilities resulting solely from such Person's
gross negligence or willful misconduct. Without limitation of the foregoing,
each Lender shall reimburse the Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent
in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Agent is not
reimbursed for such expenses by or on behalf of the Borrower. The undertaking in
this Section shall survive the payment of all Obligations hereunder and the
resignation or replacement of the Agent.

         14.8 Agent in Individual Capacity. Bank of America and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits
from, acquire equity interests in and generally engage in any kind of banking,
trust, financial advisory, underwriting or other business with the Borrower and
its Subsidiaries and Affiliates as though Bank of America were not the Agent
hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding the Borrower or its Affiliates (including
information that may be subject to confidentiality obligations in favor of the
Borrower or such Subsidiary) and acknowledge that the Agent shall be under no
obligation to provide such information to them. With respect to its Loans, Bank
of America shall have the same rights and powers under this Agreement as any
other Lender and may exercise the same as though it were not the Agent, and the
terms "Lender" and "Lenders" include Bank of America in its individual capacity.

         14.9 Successor Agent. The Agent may resign as Agent upon thirty (30)
days' notice to the Lenders. If the Agent resigns under this Agreement, the
Majority Lenders shall appoint from among the Lenders a successor agent for the
Lenders. If no successor agent is appointed prior to the effective date of the
resignation of the Agent, the Agent may appoint, after consulting with the
Lenders and the Borrower, a successor agent from among the Lenders. Upon the
acceptance of its appointment as successor agent hereunder, such successor agent
shall succeed to all the rights, powers and duties of the retiring Agent and the
term "Agent" shall mean such successor agent and the retiring Agent's
appointment, powers and duties as Agent shall be terminated. After any retiring
Agent's resignation hereunder as Agent, the provisions of this Section 14 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under this Agreement. If no successor agent has accepted
appointment as Agent by the date which is thirty (30) days following a retiring
Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Agent hereunder until such time, if any, as the Majority Lenders
appoint a successor agent as



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provided for above. Notwithstanding the foregoing, in the event that Bank of
America assigns all of its Loans to an Affiliate, whether through direct
assignment or indirect assignment by operation of law as a result of any merger
or other consolidation, upon the effective date of any such assignment, such
Affiliate shall automatically become the successor Agent and all designations or
references in this Agreement to Bank of America, N.A., in its individual
capacity or as Agent or otherwise, shall be deemed to be a reference to such
Affiliate.

         14.10 Withholding Tax. (a) If any Lender is a "foreign corporation,
partnership or trust" within the meaning of the Code and such Lender claims
exemption from, or a reduction of, U.S. withholding tax under the Code, such
Lender agrees with and in favor of the Agent, to deliver to the Agent:

                           (i) if such Lender claims an exemption from, or a
         reduction of, withholding tax under a United States tax treaty,
         properly completed IRS Forms W-8ECI and W-8 before the payment of any
         interest in the first calendar year and before the payment of any
         interest in each third succeeding calendar year during which interest
         may be paid under this Agreement;

                           (ii) if such Lender claims that interest paid under
         this Agreement is exempt from United States withholding tax because it
         is effectively connected with a United States trade or business of such
         Lender, two properly completed and executed copies of IRS Form W-8BEN
         before the payment of any interest is due in the first taxable year of
         such Lender and in each succeeding taxable year of such Lender during
         which interest may be paid under this Agreement, and IRS Form W-9; and

                           (iii) such other form or forms as may be required
         under the Code or other laws of the United States as a condition to
         exemption from, or reduction of, United States withholding tax.

Such Lender agrees to promptly notify the Agent of any change in circumstances
which would modify or render invalid any claimed exemption or reduction.

                  (b) If any Lender claims exemption from, or reduction of,
withholding tax under a United States tax treaty by providing IRS Form W-8ECI
and such Lender sells, assigns, grants a participation in, or otherwise
transfers all or part of the Obligations of the Borrower to such Lender, such
Lender agrees to notify the Agent of the percentage amount in which it is no
longer the beneficial owner of Obligations of the Borrower to such Lender. To
the extent of such percentage amount, the Agent will treat such Lender's IRS
Form W-8ECI as no longer valid.

                  (c) If any Lender claiming exemption from United States
withholding tax by filing IRS Form W-8BEN with the Agent sells, assigns, grants
a participation in, or otherwise transfers all or part of the Obligations of the
Borrower to such Lender, such Lender agrees to undertake sole responsibility for
complying with the withholding tax requirements imposed by the Code.

                  (d) If any Lender is entitled to a reduction in the applicable
withholding tax, the Agent may withhold from any interest payment to such Lender
an amount equivalent to the applicable withholding tax after taking into account
such reduction. If the forms or other


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documentation required by subsection (a) of this Section are not delivered to
the Agent, then the Agent may withhold from any interest payment to such Lender
not providing such forms or other documentation an amount equivalent to the
applicable withholding tax.

                  (e) If the IRS or any other Governmental Authority of the
United States or other jurisdiction asserts a claim that the Agent did not
properly withhold tax from amounts paid to or for the account of any Lender
(because the appropriate form was not delivered, was not properly executed, or
because such Lender failed to notify the Agent of a change in circumstances
which rendered the exemption from, or reduction of, withholding tax ineffective,
or for any other reason) such Lender shall indemnify the Agent fully for all
amounts paid, directly or indirectly, by the Agent as tax or otherwise,
including penalties and interest, and including any taxes imposed by any
jurisdiction on the amounts payable to the Agent under this Section, together
with all costs and expenses (including Attorney Costs). The obligation of the
Lenders under this subsection shall survive the payment of all Obligations and
the resignation or replacement of the Agent.

         14.11 [INTENTIONALLY OMITTED]

         14.12 Collateral Matters.

                  (a) The Lenders hereby irrevocably authorize the Agent, at its
option and in its sole discretion, to release any Agent's Lien upon any
Collateral, Pledged Collateral or Guarantor Collateral (i) upon the termination
of the Commitments and payment and satisfaction in full by Borrower of all Loans
and reimbursement obligations in respect of Letters of Credit, and the
termination of all outstanding Letters of Credit (whether or not any of such
obligations are due) and all other Obligations; (ii) constituting property being
sold or disposed of if the Borrower certifies to the Agent that the sale or
disposition is made in compliance with Section 9.9 (and the Agent may rely
conclusively on any such certificate, without further inquiry); (iii)
constituting property in which the Borrower or a Guarantor owned no interest at
the time the Lien was granted or at any time thereafter; or (iv) constituting
property leased to the Borrower or LDM Canada under a lease which has expired or
been terminated in a transaction permitted under this Agreement. Except as
provided above, the Agent will not release any of the Agent's Liens without the
prior written authorization of the Lenders in accordance with Section 13.2;
provided that the Agent may release the Agent's Liens on Collateral, Pledged
Collateral or Guarantor Collateral valued in the aggregate of not more than
$5,000,000 without the prior written authorization of the Lenders. Upon request
by the Agent or the Borrower at any time, the Lenders will confirm in writing
the Agent's authority to release any Agent's Liens upon particular types or
items of Collateral, Pledged Collateral or Guarantor Collateral pursuant to this
Section 14.12.

                  (b) Upon receipt by the Agent of any authorization required
pursuant to Section 14.1 l(a) from the Majority Lenders or Lenders, as
applicable, of the Agent's authority to release any Agent's Liens upon
particular types or items of Collateral, Pledged Collateral or Guarantor
Collateral, and upon at least five (5) Business Days' prior written request by
the Borrower, the Agent shall (and is hereby irrevocably authorized by the
Lenders to) execute such documents as may be necessary to evidence the release
of the Agent's Liens upon such Collateral, Pledged Collateral or Guarantor
Collateral; provided, however, that (i) the Agent shall


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not be required to execute any such document on terms which, in the Agent's
opinion, would expose the Agent to liability or create any obligation or entail
any consequence other than the release of such Liens without recourse or
warranty, and (ii) such release shall not in any manner discharge, affect or
impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Borrower or a Guarantor in respect of) all interests
retained by the Borrower or the relevant Guarantor, including (without
limitation) the proceeds of any sale, all of which shall continue to constitute
part of the Collateral.

                  (c) The Agent shall have no obligation whatsoever to any of
the Lenders to assure that the Collateral, Pledged Collateral or Guarantor
Collateral, exists or is owned by the Borrower or a Guarantor or is cared for,
protected or insured or has been encumbered, or that the Agent's Liens have been
properly or sufficiently or lawfully created, perfected, protected or enforced
or are entitled to any particular priority, or to exercise at all or in any
particular manner or under any duty of care, disclosure or fidelity, or to
continue exercising, any of the rights, authorities and powers granted or
available to the Agent pursuant to any of the Loan Documents, it being
understood and agreed that in respect of the Collateral, Pledged Collateral or
Guarantor Collateral, or any act, omission or event related thereto, the Agent
may act in any manner it may deem appropriate, in its sole discretion given the
Agent's own interest in the Collateral, Pledged Collateral or Guarantor
Collateral, in its capacity as one of the Lenders and that the Agent shall have
no other duty or liability whatsoever to any Lender as to any of the foregoing.

         14.13 Restrictions on Actions by Lenders; Sharing of Payments. (a) Each
of the Lenders agrees that it shall not, without the express consent of the
Agent, and that it shall, to the extent it is lawfully entitled to do so, upon
the request of the Agent, set off against the Obligations, any amounts owing by
such Lender to the Borrower or any Guarantor or any accounts of the Borrower or
such Guarantor now or hereafter maintained with such Lender. Each of the Lenders
further agrees that it shall not, unless specifically requested to do so by the
Agent, take or cause to be taken any action, including, without limitation, the
commencement of any legal or equitable proceedings, to foreclose any Lien on, or
otherwise enforce any security interest in, any of the Collateral, Pledged
Collateral or Guarantor Collateral, the purpose of which is, or could be, to
give such Lender any preference or priority against the other Lenders with
respect to the Collateral, Pledged Collateral or Guarantor Collateral.

                  (b) Subject to Section 4.8, if, at any time or times any
Lender shall receive (i) by payment, foreclosure, setoff or otherwise, any
proceeds of Collateral, Pledged Collateral or Guarantor Collateral, or any
payments with respect to the Obligations of the Borrower to such Lender arising
under, or relating to, this Agreement or the other Loan Documents, except for
any such proceeds or payments received by such Lender from the Agent pursuant to
the terms of this Agreement, or (ii) payments from the Agent in excess of such
Lender's ratable portion of all such distributions by the Agent, such Lender
shall promptly (1) turn the same over to the Agent, in kind, and with such
endorsements as may be required to negotiate the same to the Agent, or in same
day funds, as applicable, for the account of all of the Lenders and for
application to the Obligations in accordance with the applicable provisions of
this Agreement, or (2) purchase, without recourse or warranty, an undivided
interest and participation in the Obligations owed to the other Lenders so that
such excess payment received shall be applied ratably as among the Lenders in
accordance with their Pro Rata Shares; provided, however, that if all or part of
such excess payment received by the purchasing party is thereafter recovered
from it, those purchases


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of participations shall be rescinded in whole or in part, as applicable, and the
applicable portion of the purchase price paid therefor shall be returned to such
purchasing party, but without interest except to the extent that such purchasing
party is required to pay interest in connection with the recovery of the excess
payment.

         14.14 Agency for Perfection. Each Lender hereby appoints each other
Lender as agent for the purpose of perfecting the Lenders' security interest in
assets which, in accordance with Article 9 of the UCC or the applicable
provision of the PPSA, can be perfected only by possession. Should any Lender
(other than the Agent) obtain possession of any such Collateral, Pledged
Collateral or Guarantor Collateral, such Lender shall notify the Agent thereof,
and, promptly upon the Agent's request therefor shall deliver such Collateral,
Pledged Collateral or Guarantor Collateral, to the Agent or in accordance with
the Agent's instructions.

         14.15 Payments by Agent to Lenders. All payments to be made by the
Agent to the Lenders shall be made by bank wire transfer or internal transfer of
immediately available funds to: Bank of America, N.A., Chicago, Illinois 60697,
ABA 07 1000039, Account No. 8666700418, for Bank of America, N.A., or pursuant
to such other wire transfer instructions as each party may designate for itself
by written notice to the Agent. Concurrently with each such payment, the Agent
shall identify whether such payment (or any portion thereof) represents
principal, premium or interest on the Revolving Loans or otherwise.

         14.16 Concerning the Collateral and the Related Loan Documents. Each
Lender authorizes and directs the Agent to enter into this Agreement and the
other Loan Documents relating to the Collateral, Pledged Collateral and
Guarantor Collateral, for the ratable benefit of the Lenders. Each Lender agrees
that any action taken by the Agent or Majority Lenders in accordance with the
terms of this Agreement or the other Loan Documents relating to the Collateral,
Pledged Collateral and Guarantor Collateral and the exercise by the Agent or the
Majority Lenders of their respective powers set forth therein or herein,
together with such other powers that are reasonably incidental thereto, shall be
binding upon all of the Lenders.

         14.17 Field Audit and Examination Reports; Disclaimer by Lenders. By
signing this Agreement, each Lender:

                  (a) is deemed to have requested that the Agent furnish such
Lender, promptly after it becomes available, a copy of each field audit or
examination report (each a "Report" and collectively, "Reports") prepared by the
Agent;

                  (b) expressly agrees and acknowledges that neither Bank of
America nor the Agent (i) makes any representation or warranty as to the
accuracy of any Report, or (ii) shall be liable for any information contained in
any Report;

                  (c) expressly agrees and acknowledges that the Reports are not
comprehensive audits or examinations, that the Agent or other party performing
any audit or examination will inspect only specific information regarding the
Borrower and the Guarantors and will rely significantly upon the Borrower's
books and records, as well as on representations of the Borrower's personnel;


                                       95
<PAGE>

                  (d) agrees to keep all Reports confidential and strictly for
its internal use, and not to distribute or use any Report in any other manner;
and

                  (e) without limiting the generality of any other
indemnification provision contained in this Agreement, agrees: (i) to hold the
Agent and any such other Lender preparing a Report harmless from any action the
indemnifying Lender may take or conclusion the indemnifying Lender may reach or
draw from any Report in connection with any loans or other credit accommodations
that the indemnifying Lender has made or may make to the Borrower, or the
indemnifying Lender's participation in, or the indemnifying Lender's purchase
of, a loan or loans of the Borrower; and (ii) to pay and protect, and indemnify,
defend and hold the Agent and any such other Lender preparing a Report harmless
from and against, the claims, actions, proceedings, damages, costs, expenses and
other amounts (including, without limitation attorney costs) incurred by the
Agent and any such other Lender preparing a Report as the direct or indirect
result of any third parties who might obtain all or part of any Report through
the indemnifying Lender.

                                   ARTICLE 15

                                  MISCELLANEOUS

         15.1 Cumulative Remedies; No Prior Recourse to Collateral. The
enumeration herein of the Agent's and each Lender's rights and remedies is not
intended to be exclusive, and such rights and remedies are in addition to and
not by way of limitation of any other rights or remedies that the Agent and the
Lenders may have under the UCC or other applicable law. The Agent and the
Lenders shall have the right, in their sole discretion, to determine which
rights and remedies are to be exercised and in which order. The exercise of one
right or remedy shall not preclude the exercise of any others, all of which
shall be cumulative. The Agent and the Lenders may, without limitation, proceed
directly against the Borrower to collect the Obligations without any prior
recourse to the Collateral, the Pledged Collateral or the Guarantor Collateral.
No failure to exercise and no delay in exercising, on the part of the Agent or
any Lender, any right, remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege.

         15.2 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         15.3 Governing Law; Choice of Forum; Service of Process; Jury Trial
Waiver. (a) THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES
OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS (AS
OPPOSED TO THE CONFLICT OF LAWS PROVISIONS PROVIDED THAT PERFECTION ISSUES WITH
RESPECT TO ARTICLE 9 OF THE UCC MAY GIVE EFFECT TO APPLICABLE CHOICE OR CONFLICT
OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC) OF THE STATE OF ILLINOIS;
PROVIDED THAT THE AGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER
FEDERAL LAW.


                                       96
<PAGE>

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF ILLINOIS OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE AGENT AND THE
LENDERS CONSENT, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE AGENT AND THE LENDERS
IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT
OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. NOTWITHSTANDING THE FOREGOING:
(1) THE AGENT AND THE LENDERS SHALL HAVE THE RIGHT TO BRING ANY ACTION OR
PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN THE COURTS OF ANY OTHER
JURISDICTION THE AGENT OR THE LENDERS DEEM NECESSARY OR APPROPRIATE IN ORDER TO
REALIZE ON THE COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS AND (2) EACH OF
THE PARTIES HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
THE IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO BE HEARD BY A COURT LOCATED
OUTSIDE THOSE JURISDICTIONS.

                  (c) THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL (RETURN RECEIPT REQUESTED) DIRECTED TO THE BORROWER AT ITS
ADDRESS SET FORTH IN SECTION 15.8 AND SERVICE SO MADE SHALL BE DEEMED TO BE
COMPLETED FIVE (5) DAYS AFTER THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE U.S.
MAILS. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF AGENT OR THE LENDERS
TO SERVE LEGAL PROCESS BY ANY OTHER MANNER PERMITTED BY LAW.

                  (d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO
THE CONTRARY, ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE PARTIES, INCLUDING
BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT AND ANY CLAIM BASED ON OR ARISING FROM AN ALLEGED TORT,
SHALL AT THE REQUEST OF EITHER PARTY HERETO BE DETERMINED BY ARBITRATION. The
arbitration shall be conducted in accordance with the United States Arbitration
Act (Title 9, U.S. Code), notwithstanding any choice of law provision in this
Agreement, and under the Commercial Rules of the American Arbitration
Association ("AAA"). The arbitrator(s) shall give effect to statutes of
limitation in determining any claim. Any controversy concerning whether an issue
is arbitrable shall be determined by the arbitrator(s). Judgment upon the
arbitration award may be entered in any court having jurisdiction. The
institution and maintenance of an action for judicial relief or pursuant to a
provisional or ancillary remedy shall not constitute a waiver of the right of
either party, including the plaintiff, to submit the controversy or claim to
arbitration if any other party contests such action for judicial relief.


                                       97
<PAGE>

                  (e) Notwithstanding the provisions of (d) above, no
controversy or claim shall be submitted to arbitration without the consent of
all parties if, at the time of the proposed submission, such controversy or
claim arises from or related to an obligation to the Lender which is secured by
real estate property collateral (exclusive of real estate space lease
assignments). If all the parties do not consent to submission of such a
controversy or claim to arbitration, the controversy or claim shall be
determined as provided in this Section 15.3(e).

                  (f) At the request of either party a controversy or claim
which is not submitted to arbitration as provided and limited in Section 15.3(d)
and (e) shall be determined by judicial reference. If such an election is made,
the parties shall designate to the court a referee or referees selected under
the auspices of the AAA in the same manner as arbitrators are selected in
AAA-sponsored proceedings. The presiding referee of the panel, or the referee if
there is a single referee, shall be an active attorney or retired judge.
Judgment upon the award rendered by such referee or referees shall be entered in
the court in which such proceeding was commenced.

                  (g) No provision of Sections (d) through (g) shall limit the
right of the Agent or the Lenders to exercise self-help remedies such as setoff,
foreclosure against or sale of any real or personal property collateral or
security, or obtaining provisional or ancillary remedies from a court of
competent jurisdiction before, after, or during the pendency of any arbitration
or other proceeding. The exercise of a remedy does not waive the right of either
party to resort to arbitration or reference. At the Agent's option, foreclosure
under a deed of trust or mortgage may be accomplished either by exercise of
power of sale under the deed of trust or mortgage or by judicial foreclosure.

         15.4 Waiver of Jury Trial. (a) SUBJECT TO THE PROVISIONS OF SECTION
15.3(d), THE BORROWER, THE LENDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR
ANY AGENT-RELATED PERSON, PARTICIPANT OR ASSIGNEE, WHETHER WITH RESPECT TO
CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE. THE BORROWER, THE LENDERS AND THE
AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A
COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER
AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF
THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN
WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

                  (b) THE BORROWER AGREES THAT IT WILL NOT ASSERT AGAINST AGENT
OR ANY LENDER ANY CLAIM FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES IN CONNECTION WITH THIS AGREEMENT OR


                                       98
<PAGE>

ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY.

         15.5 Survival of Representations and Warranties. All of the Borrower's
representations and warranties contained in this Agreement shall survive the
execution, delivery, and acceptance thereof by the parties, notwithstanding any
investigation by the Agent or the Lenders or their respective agents.

         15.6 Other Security and Guaranties. The Agent, may, without notice or
demand and without affecting the Borrower's obligations hereunder, from time to
time: (a) take from any Person and hold collateral (other than the Collateral)
for the payment of all or any part of the Obligations and exchange, enforce or
release such collateral or any part thereof; and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Obligations and
release or substitute any such endorser or guarantor, or any Person who has
given any Lien in any other collateral as security for the payment of all or any
part of the Obligations, or any other Person in any way obligated to pay all or
any part of the Obligations.

         15.7 Fees and Expenses. The Borrower agrees to pay to the Agent, for
its benefit, on demand, all reasonable costs and expenses that Agent pays or
incurs in connection with the negotiation, preparation, consummation,
administration, enforcement, and termination of this Agreement, including,
without limitation: (a) Attorney Costs; (b) costs and expenses (including
attorneys' and paralegals' fees and disbursements which shall include the
allocated costs of Agent's in-house counsel fees and disbursements) for any
amendment, supplement, waiver, consent, or subsequent closing in connection with
the Loan Documents and the transactions contemplated thereby; (c) costs and
expenses of lien and title searches and title insurance; (d) taxes, fees and
other charges for recording mortgages, filing financing statements and
continuations, and other actions to perfect, protect, and continue the Agent's
Liens (including costs and expenses paid or incurred by the Agent in connection
with the consummation of Agreement); (e) sums paid or incurred to pay any amount
or take any action required of the Borrower under the Loan Documents that the
Borrower fails to pay or take; (f) costs of appraisals, inspections, and
verifications of the Collateral, Pledged Collateral and Guarantor Collateral,
including, without limitation, travel, lodging, and meals for inspections of the
Collateral, Pledged Collateral and Guarantor Collateral, and the Borrower's
operations by the Agent's and each of the Lenders' agents plus the Agent's then
customary charge for field examinations and audits and the preparation of
reports thereof (such charge is currently $500 per day (or portion thereof) for
each agent or employee of the Agent with respect to each field examination or
audit); (g) costs and expenses of forwarding loan proceeds, collecting checks
and other items of payment, and establishing and maintaining Payment Accounts
and lock boxes; (h) costs and expenses of preserving and protecting the
Collateral, Pledged Collateral and Guarantor Collateral; and (i) costs and
expenses (including attorneys' and paralegals' fees and disbursements which
shall include the allocated cost of Agent's in-house counsel fees and
disbursements) paid or incurred to obtain payment of the Obligations, enforce
the Agent's Liens, sell or otherwise realize upon the Collateral, Pledged
Collateral or Guarantor Collateral, and otherwise enforce the provisions of the
Loan Documents, or to defend any claims made or threatened against the Agent or
any Lender arising out of the transactions contemplated hereby (including
without limitation, preparations for and consultations concerning any such
matters). The foregoing shall not be construed to limit any other provisions of
the Loan Documents


                                       99
<PAGE>

regarding costs and expenses to be paid by the Borrower. All of the foregoing
costs and expenses shall be charged to the Borrower's Loan Account as Revolving
Loans as described in Section 4.7.

         15.8 Notices. Except as otherwise provided herein, all notices, demands
and requests that any party is required or elects to give to any other shall be
in writing, or by a telecommunications device capable of creating a written
record, and any such notice shall become effective (a) upon personal delivery
thereof, including, but not limited to, delivery by overnight mail and courier
service, (b) four (4) days after it shall have been mailed by United States
mail, certified or registered, with postage prepaid, or (c) in the case of
notice by such a telecommunications device, when properly transmitted, in each
case addressed to the party to be notified as follows:

If to the Agent or to Bank of America:

         Bank of America, N.A.
         231 South LaSalle Street
         16th Floor
         Chicago, Illinois 60697
         Attention: Portfolio Manager, LDM
         Fax No.: (312) 974-8760

If to Borrower:

         LDM Technologies, Inc.
         2500 Executive Hills Drive
         Auburn Hills, MI 48326
         Attention: Brad Frederick
         Fax No.: (248) 858-4122


         with copies to:

         LDM Technologies, Inc.
         2500 Executive Hills Drive
         Auburn Hills, MI 48326
         Attention: Gary E. Borushko
         Fax No.: (248) 858-2812

         and

         Dean & Fulkerson, P.C.
         Fifth Floor
         801 West Big Beaver Road
         Troy, Michigan 48084-4767
         Attention: Michael B. Lewis
         Fax No. (248) 362-1358


                                      100
<PAGE>

or to such other address as each party may designate for itself by like notice.
Failure or delay in delivering copies of any notice, demand, request, consent,
approval, declaration or other communication to the persons designated above to
receive copies shall not adversely affect the effectiveness of such notice,
demand, request, consent, approval, declaration or other communication.

         15.9 Waiver of Notices. Unless otherwise expressly provided herein, the
Borrower waives presentment, protest and notice of demand or dishonor and
protest as to any instrument, notice of intent to accelerate the Obligations and
notice of acceleration of the Obligations, as well as any and all other notices
to which it might otherwise be entitled. No notice to or demand on the Borrower
which the Agent or any Lender may elect to give shall entitle the Borrower to
any or further notice or demand in the same, similar or other circumstances.

         15.10 Binding Effect. The provisions of this Agreement shall be binding
upon and inure to the benefit of the respective representatives, successors, and
assigns of the parties hereto; provided, however, that no interest herein may be
assigned by the Borrower without prior written consent of the Agent and each
Lender. The rights and benefits of the Agent and the Lenders hereunder shall, if
such Persons so agree, inure to any party acquiring any interest in the
Obligations or any part thereof.

         15.11 Indemnity of the Agent and the Lenders by the Borrower. The
Borrower agrees to defend indemnify and hold the Agent-Related Persons, and each
Lender and each of its respective officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans and the termination,
resignation or replacement of the Agent or replacement of any Lender) be imposed
on, incurred by or asserted against any such Person in any way relating to or
arising out of this Agreement or any document contemplated by or referred to
herein, or the transactions contemplated hereby, or any action taken or omitted
by any such Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement or the Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Borrower shall have no obligation
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from the gross negligence or willful misconduct of such
Indemnified Person. The agreements in this Section shall survive payment of all
other Obligations.

         15.12 Final Agreement. This Agreement and the other Loan Documents are
intended by the Borrower, the Agent and the Lenders to be the final, complete,
and exclusive expression of the agreement between them. This Agreement
supersedes any and all prior oral or written agreements relating to the subject
matter hereof. No modification, rescission, waiver, release, or amendment of any
provision of this Agreement or any other Loan Document shall be made, except by
a written agreement signed by the Borrower and a duly authorized officer of each
of the Agent and the requisite Lenders.


                                      101
<PAGE>

         15.13 Amendment and Restatement.

                  (a) This Agreement amends and restates in its entirety the
Prior Credit Agreement and, upon effectiveness of this Agreement, the terms and
provisions of the Prior Credit Agreement shall, subject to this Section 15.13,
be superseded hereby.

                  (b) All references to the "Credit Agreement" contained in the
Loan Documents delivered in connection with the Prior Credit Agreement shall be
deemed to refer to this Amended and Restated Loan and Security Agreement.

                  (c) Notwithstanding the amendment and restatement of the Prior
Credit Agreement by this Agreement, the Revolving Loans and all other
Obligations owing to the Lenders by the Borrower under the Prior Credit
Agreement shall constitute continuing Obligations of the Borrower hereunder and
shall continue to be secured by the Collateral.

                  (d) The Revolving Loans and all other Obligations owed to the
Lenders by the Borrower under the Prior Credit Agreement and the Liens securing
payment thereof shall in all respects be continuing (as amended and restated
hereby), and this Agreement shall not be deemed to evidence or result in a
novation, or repayment and re-borrowing, of the Revolving Loans or such other
Obligations. Upon the effective date of this Agreement, all Revolving Loans and
all other Obligations owed to the Lenders by the Borrower under the Prior Credit
Agreement shall automatically be deemed to be Revolving Loans or other
Obligations hereunder and all Letters of Credit issued pursuant to the Prior
Credit Agreement shall automatically be deemed to have been issued hereunder.

                  (e) In furtherance of and without limiting the foregoing, from
and after the Closing Date, the terms, conditions, and covenants governing the
Revolving Loans and all other Obligations under the Prior Credit Agreement shall
be solely as set forth in this Agreement, which shall supersede the Prior Credit
Agreement in its entirety (provided that all rights to indemnification of the
Lenders arising pursuant to the Prior Credit Agreement shall survive the
amendment and restatement of the Prior Credit Agreement pursuant to this
Agreement).

         15.14 Counterparts. This Agreement may be executed in any number of
counterparts, and by the Agent, each Lender and the Borrower in separate
counterparts, each of which shall be an original, but all of which shall
together constitute one and the same agreement.

         15.15 Captions. The captions contained in this Agreement are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge, or restrict any provision.

         15.16 Right of Setoff. In addition to any rights and remedies of the
Lenders provided by law, if an Event of Default exists or the Loans have been
accelerated, each Lender is authorized at any time and from time to time,
without prior notice to the Borrower, any such notice being waived by the
Borrower to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final) at any
time held by, and other indebtedness at any time owing by, such Lender to or for
the credit or the account of the Borrower against any and all Obligations owing
to such Lender, now or hereafter existing,



                                      102
<PAGE>

irrespective of whether or not the Agent or such Lender shall have made demand
under this Agreement or any Loan Document and although such Obligations may be
contingent or unmatured. Each Lender agrees promptly to notify the Borrower and
the Agent after any such set-off and application made by such Lender; provided,
however, that the failure to give such notice shall not affect the validity of
such set-off and application.

                                      * * *






                                      103
<PAGE>
         IN WITNESS WHEREOF, the parties have entered into this Amended and
Restated Loan and Security Agreement on the date first above written.


                                           LDM TECHNOLOGIES, INC., as Borrower

                                           By: /s/ Gary E. Borushko
                                               ---------------------------------
                                           Title:  Chief Financial Officer
                                               ---------------------------------



                       [LDM LOAN AND SECURITY AGREEMENT]

<PAGE>


                                 BANK OF AMERICA, N.A., as the Agent

                                 By: /s/ Mary C. Lindsey
                                    --------------------------------

                                 Title:  Vice President
                                        ----------------------------



                                 BANK OF AMERICA, N.A., as a Lender

                                 By: /s/ Mary C. Lindsey
                                    --------------------------------
                                 Title:  Vice President
                                        ----------------------------



























                       [LDM LOAN AND SECURITY AGREEMENT]

<PAGE>

                                    FLEET CAPITAL CORPORATION, as a
                                    Lender

                                    By: /s/ Paula J. Naour
                                       -----------------------------
                                    Title: SVP
                                       -----------------------------


















                       [LDM LOAN AND SECURITY AGREEMENT]

<PAGE>
                                 COMERICA BANK, as a Lender


                                 By: /s/ Rodney C. Clarke
                                    ----------------------------------

                                 Title: Corporate Banking Officer
                                        ------------------------------



                       [LDM LOAN AND SECURITY AGREEMENT]

<PAGE>



                                 THE CIT GROUP/BUSINESS CREDIT,
                                 INC., as a Lender



                                 By:  /s/ James C. Simpson
                                    ------------------------------------

                                 Title: Vice President
                                    ------------------------------------







































                       [LDM LOAN AND SECURITY AGREEMENT]
<PAGE>

                                  SCHEDULE 1.1



<TABLE>
<CAPTION>
LENDER                                                   COMMITMENT              PERCENTAGE
<S>                                                    <C>                       <C>
Bank of America, N.A.                                  $35,926,380.00             57.026%
Fleet National Bank                                    $ 5,874,750.00              9.325%
Comerica Bank                                          $ 9,450,000.00             15.000%
The CIT Group/Business Credit, Inc.                    $11,748,870.00             18.649%

TOTAL:                                                 $63,000,000.00                100%
</TABLE>





<PAGE>

                                     SCHEDULE 6.3

             CHIEF EXECUTIVE OFFICE LOCATIONS. STATE OF FORMATION;
                    RECORDS LOCATIONS; COLLATERAL LOCATIONS


<TABLE>
<CAPTION>
                                          State of
Entity                                    Formation          Location
------                                    ---------          --------
<S>                                       <C>                <C>
LDM Technologies, Inc.                    Michigan           2500 Executive Hills Drive, Auburn Hills
                                                             Michigan, 48326

LDM Holding Canada, Inc.                  Michigan           2500 Executive Hills Drive, Auburn Hills
                                                             Michigan, 48326

LDM Technologies Company                  Michigan           4 Seneca Road, Leamington, Ontario
                                                             Canada, N8H 3X4
</TABLE>

                          RECORDS/COLLATERAL LOCATION



<TABLE>
<CAPTION>
Entity/Facility                                                              Owned/Leased/Bailment
---------------                                                              ---------------------
<S>       <C>                                                                <C>
I.        LDM Technologies, Inc.

          2500 Executive Hills Drive, Auburn Hills, Michigan, 48326                     Owned

          110 North Eighth Street, Byesville, Ohio, 43723                               Owned

          600 South Clinton, Circleville, Ohio, 43113                                   Owned

          309 Eddy Lane, Franklin, Tennessee, 37064                                     Owned

          800 Independence, Napoleon, Ohio, 43545                                       Leased

          1219 Fred W. Moore Highway, St. Clair, Michigan                               Owned

          5020 White Lake Road, Clarkston, Michigan, 48346                              Owned

          705 E. Van Riper Road, Fowlerville, Michigan, 48836                           Owned

          1502 Old U.S. 23, Hartland, Michigan, 48353-0450                              Owned

          30100 South Hill Road, New Hudson, Michigan 48165                             Owned

          30150 South Hill Road, New Hudson, Michigan, 48165                            Owned
</TABLE>

<PAGE>
<TABLE>
<S>        <C>                                                               <C>
           300 South Progress Dr. East, Kendallville, Indiana 46755                     Owned

           2233 Petit, Port Huron, Michigan 48060                                       Leased

           60-l00 Seltzer Road, Croswell, Michigan 48422                                Leased

           1701 Sinclair, St. Clair, Michigan 48079                                     Leased

           5601 East Harrison, Harlingen, Texas 78550                                   Leased

           1314 Cedar Street, Port Huron, Michigan 48060                                Leased

           2325-2326 North Penn Road, Hatfield, Pennsylvania 19440                      Bailment


II.        LDM Holding Canada, Inc.                                                     None


III.       LDM Technologies Company

           4 Seneca Road, Leamington, Ontario
           Canada N8H 3X4                                                               Owned

           125 Gibson Drive, Markham, Ontario Canada L3R3K7                             Bailment

           50 Victoria Street North
           Leamington, Ontario, Canada                                                  Leased

           230 Albuna Townline Road (Mersea Twp.)
           Leamington, Ontario, Canada                                                  Leased

           179 Lansdowne Street
           Kingsville, Ontario, Canada                                                  Leased
</TABLE>



<PAGE>


                                  SCHEDULE 8.3

                         FOREIGN QUALIFICATION LOCATIONS

LDM Technologies, Inc.

1.       Ohio

2.       Tennessee

3.       Ontario, Canada

4.       Texas

5.       Indiana

6.       United Kingdom (England and Wales)

7.       Germany


LDM Holding Canada, Inc.

None


LDM Technologies Company

1.       Ontario, Canada


<PAGE>

                                  SCHEDULE 8.4

                     PRIOR NAMES OF BORROWER AND GUARANTORS

1.       LDM Industries, Inc. was incorporated on January 15, 1985. LDM
         Industries, Inc. purchased 75% of the shares of GL Industries of
         Indiana, Inc., d/b/a Como Plastics Corporation on April 28, 1993, now
         doing business as Como Products. On April 15, 1994, all the assets and
         liabilities of GL Industries of Indiana, Inc. were sold to New GLI,
         Inc., an Indiana corporation, which is now d/b/a "Como Products." On
         this date a new independent partner joined New GLI, and purchased all
         but 36.75% of the Company's interest.

2.       LOR, Inc. and LDM Sales Associates, Inc. merged into LDM Industries
         Inc., filed on July 26, 1994, effective July 31, 1994.

3.       Arrow, N.A., Inc. merged into LDM Industries Inc., filed on September
         20, 1996, effective September 28, 1996.

4.       LDM Industries Inc. has transacted business under the assumed name LDM
         Technologies, Inc. since May 23, 1994.

5.       LDM Industries, Inc. has transacted business under the assumed name
         Arrow N.A., Inc. since October 17, 1996.

6.       LDM Industries, Inc. amended its Articles of Incorporation so as to
         change the name of the corporation to LDM Technologies, Inc. on
         November 13, 1996. LDM Technologies, Inc. transacts business under the
         assumed name LDM Industries, Inc. as of the same day.

7.       LDM Technologies Company, a Nova Scotia unlimited liability company, is
         an amalgamation of Arrow Moulded Plastics of Canada Limited and 3001422
         Nova Scotia Company. Arrow Molded Plastics of Canada Inc. changed its
         name to Arrow Moulded Plastics of Canada Ltd. on November 18, 1993.
         Arrow Moulded Plastics of Canada Ltd. changed its name to Arrow Moulded
         Plastics of Canada Limited on September 19, 1996. Arrow Moulded
         Plastics of Canada Limited previously conducted business as Arrow
         Moulded Plastics of Canada, Inc. Arrow Molded Plastics, Inc. acquired
         the assets of Aeroquip Corporation on December 10, 1993. Arrow Moulded
         Plastics of Canada Limited purchased the assets of Windsor Plastic
         Products Limited on December 23, 1994, as well as the assets of Knapp
         Plastics Limited Partnership and Knapp Plastics, Inc. on November 15,
         1993.

8.       LDM Technologies, Inc. purchased 100% of the shares of Kenco Plastics,
         Inc., a Michigan corporation, and of Kenco Plastics, Inc., a Kentucky
         corporation, on October 1,1997. These corporations were merged into LDM
         Technologies, Inc. effective January 7, 1998.

9.       LDM Technologies, Inc., purchased 100% of the shares of Huron Plastics
         Group, Inc., ("HPG)", a Michigan corporation, and substantially all of
         the assets of Tadim, Inc., a

<PAGE>


         Michigan corporation, on February 6, 1998. At the time of such
         acquisition, HPG owned 100% of the outstanding stock of the following
         Michigan corporations: Lakeport Plastics, Inc., HPG Body Systems, Inc.,
         and HPG Chassis Systems, Inc. These corporations were merged into LDM
         Technologies, Inc. effective February 6, 1998.

10.      The assets of Kenco Plastics, Inc. were sold into a joint venture (DBM
         Technologies, LLC) which is 49% owned by LDM. The effective date of the
         sale was December 31, 1998.


<PAGE>


                                  SCHEDULE 8.5

                          SUBSIDIARIES AND AFFILIATES

<TABLE>
<CAPTION>
                                                                                  JURISDICTION OF
                                          OWNED BY AND                            INCORPORATION/
NAME                                      PERCENTAGE OWNED                        ORGANIZATION.
----                                      ----------------                        ---------------
<S>                                       <C>                                     <C>
Subsidiaries

LDM Technologies, S. de                   LDM Holding Mexico, Inc.                Mexican limited liability
R.L.                                      (1%) and LDM Technologies,              company
                                          Inc. (99%)

LDM Holding Canada, Inc.                  LDM Technologies, Inc.                  Michigan corporation
                                          (100%)

LDM Technologies Company                  LDM Holding Canada, Inc.                Nova Scotia unlimited
                                          (100%)                                  liability company

LDM Technologies GmbH                     LDM Technologies, Inc.                  Germany limited
                                          (100%)                                  liability company

LDM Holding Mexico, Inc.                  LDM Technologies, Inc.                  Michigan corporation
                                          (100%)

Affiliates

New GLI, Inc.,                            LDM Technologies, Inc.                  Indiana corporation
d/b/a Como Products                       (36.75%)

DBM Technologies, LLC                     LDM Technologies, Inc.                  Michigan limited liability
                                          (49%)                                   company
</TABLE>




<PAGE>

                                  SCHEDULE 8.9

                                      DEBT

          Variable Rate Demand Limited Obligation Revenue Bond Series 1994 for
 the benefit of Molmec, Inc. issued by Michigan Strategic Fund in original
 principal amount of $5,000,000 and maturing on December 1, 2014, with interest
 payable semi-annually. These obligations are being assumed by the Borrower
 pursuant to the Acquisition Agreements and the obligations are supported by an
 irrevocable letter of credit issued to Society Bank, as trustee.

         Multi-Option Adjustable Rate Notes due April 11, 2015 (the "Arrow
Bonds") in original principal amount of $9,000,000, with interest payable
monthly, sold by Arrow N.A., Inc., then a wholly-owned subsidiary of the
Borrower which subsequently merged into the Borrower. The Arrow Bonds are backed
by an irrevocable letter of credit.

         Senior Subordinated Bonds due 2007 in original principal amount of
 $110,000,000.00 with interest payable semi-annually (January and July) at an
 annual rate of 10.75%.



<PAGE>

                                  SCHEDULE 8.12

                            REAL PROPERTY AND LEASES
Owned

I.A.     LDM Technologies, Inc.

         2500 Executive Hills Drive
         Auburn Hills, Michigan 48326

         110 North Eighth Street
         Byesville, Ohio 43723

         600 South Clinton
         Circleville, Ohio 43113

         309 Eddy Lane
         Franklin, Tennessee 370674

         5020 White Lake Road
         Clarkston, Michigan 48346

         705 Van Riper Road
         Fowlerville, Michigan 48336

         1502 Old U.S. 23
         Hartland, Michigan 48430

         30150 South Hill Road
         New Hudson, Michigan 48165


II.A.    LDM Technologies Comuanv

         4 Seneca Road
         Leamington, Ontario
         Canada N8H 3X4


Leased

I.B.     LDM Technologies, Inc.

         800 Independence
         Napoleon, Ohio 43545
<PAGE>

          2233 Petit
          Port Huron, Michigan 48060

          60-l00 Seltzer Road
          Croswell, Michigan 48422

          1701 Sinclair
          St. Clair, Michigan 48079

          5601 East Harrison
          Harlingen, Texas 78550

          1314 Cedar Street
          Port Huron, Michigan 48060


II.B.     LDM Technologies, Inc.

          50 Victoria Street North
          Leamington, Ontario, Canada

          230 Albuna Townline Road (Meresa Twp.)
          Leamington, Ontario, Canada

          179 Lansdowne Street
          Kingsville, Ontario, Canada

<PAGE>


                                  SCHEDULE 8.13

                               PROPRIETARY RIGHTS


<TABLE>
<CAPTION>
U.S. PATENTS:                                                         ISSUED

<S>                                                             <C>
        5,428,879 .................................................July 4, 1995

        5,329,889 ................................................July 19, 1994

        5,298,306 ...............................................March 29, 1994

        5,194,038 ...............................................March 16, 1993

        5,325,981 .................................................July 5, 1994



U.S. PATENT APPLICATIONS:                                                FILED

        08/23,573 ..................................................May 5, 1994

        08/186,413 ...............................................March 7, 1994

        08/632,948 ..............................................April 16, 1996



FOREIGN APPLICATIONS:                                                 FILED

        PCT/US93/03611...........................................April 16, 1993
</TABLE>



LICENSE AGREEMENTS


1.       License Agreement for CDW-27 DeGas bottle between Seeber GmbH-SRL and
         Molmec, Inc. Dated May 11, 1990.

2.       License Agreement for FN-10 DeGas bottle between Seeber GmbH-SRL and
         Molmec, Inc. Dated February 13, 1992

3.       Exclusive License Agreement between D.P.I. and Daniel H. Pierce as
         licensors and Huron Engineering Services, Inc. (4,879,978; 5,143,351;
         5,255,640), dated November 25, 1992.


4.       License and Technical Assistance Agreement between Huron Plastics
         Group, Inc. and Hitachi Chemical Company, Ltd., dated May 25, 1994.

5.       License and Technical Assistance Agreement between Huron Plastics
         Group, Inc. and Kwangsung Corporation, Ltd., dated October 5, 1994.


6.       Limited License and Purchase and Sale Agreement between ThreeBond
         U.S.A., Inc., and Huron Engineering Services, Inc., dated May 30, 1990.

<PAGE>

                                  SCHEDULE 8.14

                            TRADE NAMES/TRADE STYLES


                                      None.

<PAGE>

                                 SCHEDULE 8.15

                                   LITIGATION

                                     None.


<PAGE>
                                  SCHEDULE 8.17


                                 LABOR DISPUTES

                                     None.
<PAGE>


                                 SCHEDULE 8.18

                      EXCEPTIONS FOR ENVIRONMENTAL MATTERS

The following matters:

1.  All those matters described in Environmental Questionnaires previously
provided by Borrower to Lender.

    A.    Environmental Questionnaire - Real Estate Secured Loans regarding
          property known as: Molmec Inc., Nova Division, 7474 West Van Riper
          Road, Fowlerville, Michigan, dated 12/23/93, including
          attachments/appendices and including, but not limited to, a Phase I
          Environmental Site Assessment prepared by International Technology
          Corporation dated December, 1996.

    B.    Environmental Questionnaire - Real Estate Secured Loans regarding
          property known as: Molmec, Inc., Hartland Division, 1502 Old U.S. 23,
          Hartland, Michigan, dated 12/23/93, including attachments/appendices
          and including, but not limited to, a Phase 1 Environmental Site
          Assessment prepared by International Technology Corporation dated
          December, 1996.

    C.    Environmental Questionnaire - Real Estate Secured Loans regarding
          property known as: Molmec, Inc., Avon Division, 2776 Commerce Road,
          Rochester Hills, Michigan, dated 12/23/96, including
          attachments/appendices and including, but not limited to, a Phase 1
          Environmental Site Assessment prepared by International Technology
          Corporation dated December, 1996.

    D.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Molmec, Inc. Headquarters, 2655 East Oakley Road, Walled Lake,
          Michigan, dated 12/23/96, including attachments/appendices and
          including, but not limited to, a Phase 1 Environmental Site Assessment
          prepared by International Technology Corporation dated December, 1996.

    E.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Molmec, Inc. Deco-Trim Division, 30150 South Hill Road, New Hudson,
          Michigan, dated 12/23/96, including attachments/appendices and
          including, but not limited to, a Phase I Environmental Site Assessment
          prepared by International Technology Corporation dated December, 1996,
          Remedial Action Plan prepared by Clayton Environmental dated July 30,
          1996, Phase II Subsurface Examination of Testing Engineers and
          Consultants, Inc.  dated August 30, 1992 and December 11, 1996
          Michigan Department of Environmental Quality provisional acceptance of
          remedial action plan letter.

    F.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Molmec, Inc., White Lake Division, 5020 White Lake Road, Clarkston,
          Michigan, dated 12/23/96,


<PAGE>
Exceptions to Environmental Laws
Page 2


          including attachments/appendices and including, but not limited to,
          a Phase I Environmental Site Assessment prepared by International
          Technology Corporation dated December, 1996.

    G.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Arrow North America, 800  Independence Drive, Napoleon, Ohio, dated
          12/23/96, including attachments/appendices.



    H.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Arrow North America, 110 North Eighth Street, Byesville, Ohio, dated
          12/23/96, including attachments/appendices, including, but not
          limited to, Phase I Environmental Site Assessment prepared by R.D.
          Zande & Associates, Inc., October 1995; correspondence from R.D. Zande
          & Associates, Inc., to Mr. Jeff Pfeiffer, Arrow North America, Inc.,
          dated November 8, 1995, regarding Phase II BSA-UST Closure Borings;
          pages 1 through 10 of NPDES Permit No. 01Q00022 BD; preliminary
          notification of annual discharge fee from Ohio EPA, dated July 26,
          1995.


    I.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Arrow Canada, Ltd., 4 Seneca Road, Leamington, Ontario, Canada, dated
          December 23, 1996, including attachments/appendices, including, but
          not limited to, Environmental Site Assessment, Phase I, prepared by
          Trow Consulting Engineers, Ltd., dated October, 1005.

    J.    Environmental Questionnaire - Real Estate Secured Loans regarding LDM
          Technologies, 1250 Maplelawn, Troy, Michigan, dated 12/23/96,
          including attachments/appendices.

    K.    Environmental Questionnaire - Real Estate Secured Loans regarding LDM
          Technologies, Inc., 2500 Executive Hills Drive, Auburn Hills,
          Michigan, dated 12/23/96, including attachments/appendices, including,
          but not limited to, Phase I Environmental Liability Assessment
          prepared by O'Brien & Gere Engineers, Inc., February, 1994;
          Environmental Abatement Risk Assessment Site No. 8, prepared bu
          Techna Corporation, dated December 19, 1989.

    L.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Arrow North America, 600 South Clinton Road, Circleville, Ohio, dated
          12/23/96, including attachments/appendices, including, but not limited
          to, Phase I Environmental Site Assessment prepared by R.D. Zande &
          Associates, dated October, 1995; Ohio Department of Health Prior
          Notification of Asbestos Hazards Abatement Project




<PAGE>
Exceptions to Environmental Laws
Page 3

          dated 3/1/96; Ohio BPA Notification of Demolition and Renovation.

    M.    Environmental Questionnaire - Real Estate Secured Loans regarding
          Arrow North America, 309 Eddy Lane, Franklin, Tennessee, dated
          12/23/96, including attachments/appendices, including, but not limited
          to, Phase I and Preliminary Limited Phase II Environmental
          Assessment prepared by R.D. Zande & Associates, Ltd., dated March,
          1993; correspondence from Viro Group to Aeroquip Corporation, dated
          June 22, 1993, regarding asbestos abatement; NPDES Permit No.
          TNR001328, dated 4/22/93 through 9/26/96.

2.  With respect to the former Molmec facility located at 30150 South Hill Road,
New Hudson, Michigan, those matters described in (a) baseline environmental
assessment approved by Michigan Department of Environmental Quality by letter
dated March 27, 1997, (b) Report on Former Molmec, Inc. Facility, prepared by
Haley & Aldrich of Michigan, Inc., dated March 2001, (c) remedial action plan
prepared by Clayton Environmental, dated July 30, 1996 and all reports
referenced therein, and all reports prepared by Clayton Environmental with
respect to the remedial action plan.

3.  With respect to the former Arrow North America facility located at 110 North
Eighth Street, Byesville, Ohio, (a) underground storage tanks were removed in
or about 1995, and (b) a consent decree was entered into with the Ohio EPA in
1997 pursuant to which the agency's claims against the borrower with respect to
air emission matters were resolved by the entry of the decree and performance by
the borrower of its obligations thereunder.

4.  With respect to the former Arrow North America facility located at 600 South
Clinton Road, Circleville, Ohio, (a) asbestos removal and encapsulation
activities have been performed, (b) a consent decree was entered into with the
Ohio EPA in 1998 pursuant to which the agency's claims against the borrower
with respect to air emission matters were resolved by the entry of the decree
and performance by the borrower of its obligations thereunder, and (c) the
borrower has reached a favorable tentative agreement in principle with the U.S.
Environmental Protection Agency concerning past shipments of solid waste to a
nearby landfill. However, the borrower was advised, subsequent to the reaching
of the tentative resolution of the landfill related matter, that the U.S. EPA
wishes to engage in further discussions concerning the settlement proposal. The
borrower does not expect that the resolution of this matter will have a
material impact upon the borrower.

5.  With respect to LDM of Canada's facility located at 4 Seneca Road,
Leamington, Ontario, Canada, an September 5, 2000 order of the Ontario Ministry
of the Environment requires the




<PAGE>
Exceptions to Environmental Laws
Page 4


borrower to take certain corrective and reporting actions with respect to a
complaint about the emission of odors from the borrower's painting operations.

6.   With respect to the former Arrow North America facility located at 309
Eddy Lane, Franklin, Tennessee, the borrower has resolved complaints by the
State of Tennessee with respect to air regulatory matters.

7.   State of Michigan wetlands permit 91-14-0235 requires Huron Plastics Group
to conduct certain mitigation activities with respect to property located in
Marysville, Michigan which is no longer owned by the borrower. Borrower does
not expect that any requirements of this permit will have a material effect
upon the borrower.

8.   The borrower's premises are known or suspected to contain underground
storage tanks or surface impoundments at the following location:

         Leamington, Ontario facility. The UST is used for the storage of paint
         waste related materials and solvents. The tank was recently
         recertified.
<PAGE>
                                 SCHEDULE 8.25

                         INTELLECTUAL PROPERTY DISPUTES



                                      NONE.
<PAGE>
                                  SCHEDULE 8.28

                               MATERIAL AGREEMENTS

         Interim Stock Redemption Agreement effective April 22, 1996 by and
among Richard J. Nash, Trustee, and Joe Balous, Trustee.

<PAGE>
                                  SCHEDULE 8.29

                                 BANK ACCOUNTS

Comerica Bank - Molmec, Inc.
01840232761                                         Deposit
01840232829                                         Petty Cash (White Lake)
01850591098                                         Petty Cash (Hartland)
01840236341                                         Child and Health
01840236788                                         Petty Cash
01840237737                                         Petty Cash
01840239220                                         Plant Payroll
03195002179                                         Accounts Payable
01851133395                                         General Funding


Comerica Bank - LDM Technologies, Inc.
1013101710                                          Payroll

Huntington National Bank - LDM Technologies, Inc.
0189-9604328                                        Concentration
0189-1354715                                        Lockbox


Bank of Nova Scotia - LDM Technologies Company
3424-16                                             Canadian General
3566-11                                             U.S. General


Bank of Montreal
3144-4502775                                        HPG Foreign Sales, Inc.
<PAGE>
                                  SCHEDULE 9.19

                                 EXISTING LIENS




                                  See attached.

<PAGE>
                  BANK OF AMERICA, N.A./LDM TECHNOLOGIES, INC.

                            UCC SEARCH RESULTS CHART


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date
<S>                              <C>                           <C>                  <C>          <C>

                                        LDM TECHNOLOGIES, INC.


  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,   12/31/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent           Indiana
  Auburn Hills, MI 48326           231 South LaSalle Street
                                     Chicago, IL 60697
















  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,   12/31/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent           Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697

<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg

<S>                              <C>   <C>    <C>       <C>            <C>         <C>
                                             LDM TECHNOLOGIES, INC.



  LDM Technologies, Inc.                                  2135585        7/9/97      BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                           right, title and interest in the
  Auburn Hills, MI 48326                                                             personal property, whether
                                                                                     now owned or existing or
                                                                                     hereafter acquired or arising
                                                                                     and regardless of where
                                                                                     located described below,
                                                                                     including, without limitation,
                                                                                     all accounts, chattel paper,
                                                                                     contracts, deposit accounts,
                                                                                     documents, equipment,
                                                                                     fixtures, general intangibles,
                                                                                     goods, instruments, inventory,
                                                                                     machinery, motor vehicles,
                                                                                     money, cash or cash
                                                                                     equivalent, and proceeds and
                                                                                     products of all or any of the
                                                                                     foregoing, as more fully
                                                                                     described below

  LDM Technologies, Inc.                                  2265182        6/28/99     AMENDMENT to original
2500 Executive Hills Drive                                                           2135585, changing Secured
  Auburn Hills, MI 48326                                                             Party to

                                                                                     Bank of America National
                                                                                     Trust and Savings Association,
                                                                                     as Agent
                                                                                     231 South LaSalle Street,
                                                                                     Suite 1600
                                                                                     Chicago, IL 60697

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  12/31/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent           Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697
















   LDM Technologies, Inc.           BankAmerica Business      Secretary of State,  12/31/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent           Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697
<CAPTION>

        Debtor                   Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                        &                                      Comments/Collateral
                                             Judg

<S>                             <C>   <C>    <C>       <C>            <C>          <C>
  LDM Technologies, Inc.                                  2171693         2/6/98    BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                          right, title and interest in the
  Auburn Hills, MI 48326                                                            personal property, whether
                                                                                    now owned or existing or
                                                                                    hereafter acquired or arising
                                                                                    and regardless of where
                                                                                    located described below,
                                                                                    including, without limitation,
                                                                                    all accounts, chattel paper,
                                                                                    contracts, deposit accounts,
                                                                                    documents, equipment,
                                                                                    fixtures, general intangibles,
                                                                                    goods, instruments, inventory,
                                                                                    machinery, motor vehicles,
                                                                                    money, cash or cash
                                                                                    equivalent, and proceeds and
                                                                                    products of all or any of the
                                                                                    foregoing, as more fully
                                                                                    described below

   LDM Technologies, Inc.                                 2265181         6/28/99   AMENDMENT to original
2500 Executive Hills Drive                                                          2171693, changing Secured
  Auburn Hills, MI 48326                                                            Party to

                                                                                    Bank of America National
                                                                                    Trust and Savings Association,
                                                                                    as Agent
                                                                                    231 South LaSalle Street,
                                                                                    Suite 1600
                                                                                    Chicago, IL 60697
</TABLE>


                                      -2-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date
<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.           BankAmerica Business       Secretary of State,  12/31/01        X
2500 Executive Hills Drive        Credit, Inc., as Agent            Indiana
  Auburn Hills, MI 48326         231 South LaSalle Street
                                     Chicago, IL 60697







  LDM Technologies, Inc.         General Electric Capital     Secretary of State,  12/31/01        X
2500 Executive Hills Drive              Corporation                 Indiana
  Auburn Hills, MI 48326         1787 Sentry Parkway West
                                  Building 16 / Suite 200
                                    Blue Bell, PA 19422








  LDM Technologies, Inc.                    N/A               US District Court -  3/9/01
                                                               Northern District,
                                                                    Indiana
                                                                  (Fort Wayne
                                                                   Division)


  LDM Technologies, Inc.                    N/A                  US Bankruptcy     3/13/01
                                                                Court - Northern
                                                               District, Indiana
                                                                  (Fort Wayne
                                                                   Division)


<CAPTION>
        Debtor              Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                   &                                      Comments/Collateral
                                        Judg
<S>                       <C>   <C>    <C>       <C>            <C>          <C>
  LDM Technologies, Inc.                            2270776        7/27/99      AMENDMENT to original
2500 Executive Hills Drive                                                      2171693, changing Secured
  Auburn Hills, MI 48326                                                        Party to

                                                                                Bank of America National
                                                                                Trust and Savings Association,
                                                                                as Agent
                                                                                231 South LaSalle Street,
                                                                                Suite 1600
                                                                                Chicago, IL 60697

  LDM Technologies, Inc.                            2193595        6/2/98       Four 400-Ton Toggle Presses
2500 Executive Hills Drive                                                      and including all additions,
  Auburn Hills, MI 48326                                                        attachments, accessories and
                                                                                accessions thereto, and any
                                                                                and all substitutions,
                                                                                replacements or exchanges
                                                                                therefor, and all insurance
                                                                                and/or other proceeds thereof
                                                                                by and between Lessee/Debtor
                                                                                and Lessor/Secured Party
                                                                                whether now owned or hereafter
                                                                                acquired

  LDM Technologies, Inc.                 X            N/A            N/A        No Pending Suits/Judgments
                                                                                on file from 1/3/92. This
                                                                                search includes any Federal
                                                                                Tax Liens indexed in this
                                                                                court


  LDM Technologies, Inc.                X             N/A            N/A        No Bankruptcy cases on file
                                                                                from 1/4/88



</TABLE>



                                     -3-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party          Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                        through
                                                                                   date

<S>                              <C>                          <C>               <C>           <C>
  LDM Technologies, Inc.            BankAmerica Business       Noble County,      3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent         Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697
















  LDM Technologies, Inc.            BankAmerica Business       Noble County,      3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent         Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697








<CAPTION>

        Debtor                   Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                        &                                      Comments/Collateral
                                              Judg

<S>                              <C>  <C>    <C>          <C>            <C>        <C>
  LDM Technologies, Inc.                                  62338          2/12/98    BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                          right, title and interest in the
  Auburn Hills, MI 48326                                                            personal property, whether
                                                                                    now owned or existing or
                                                                                    hereafter acquired or arising
                                                                                    and regardless of where
                                                                                    located described below,
                                                                                    including, without limitation,
                                                                                    all accounts, chattel paper,
                                                                                    contracts, deposit accounts,
                                                                                    documents, equipment,
                                                                                    fixtures, general intangibles,
                                                                                    goods, instruments, inventory,
                                                                                    machinery, motor vehicles,
                                                                                    money, cash or cash
                                                                                    equivalent, and proceeds and
                                                                                    products of all or any of the
                                                                                    foregoing, as more fully
                                                                                    described below

  LDM Technologies, Inc.                                  64459          8/11/99    AMENDMENT to original
2500 Executive Hills Drive                                                          62338, changing Secured
  Auburn Hills, MI 48326                                                            Party to

                                                                                    Bank of America National
                                                                                    Trust and Savings Association,
                                                                                    as Agent
                                                                                    231 South LaSalle Street,
                                                                                    Suite 1600
                                                                                    Chicago, IL 60697

                                                                                    Exhibit B Legal Description
                                                                                    attached
</TABLE>


                                     -4-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party           Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                         through
                                                                                   date
<S>                              <C>                          <C>                 <C>           <C>
  LDM Technologies, Inc.            BankAmerica Business       Noble County,      3/14/01
2500 Executive Hills Drive         Credit, Inc., as Agent         Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697
















  LDM Technologies, Inc.            BankAmerica Business       Noble County,      3/14/01
2500 Executive Hills Drive         Credit, Inc., as Agent         Indiana
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697










  LDM Technologies, Inc.                    N/A                Noble County,      12/29/00
                                                                  Indiana





<CAPTION>
        Debtor             Fix  Liens  Suits    File No.       File Date          Search Results
(as shown on statement)                  &                                      Comments/Collateral
                                       Judg
<S>                        <C>  <C>    <C>      <C>            <C>          <C>
  LDM Technologies, Inc.    X                    62338          2/12/98      BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                   right, title and interest in the
  Auburn Hills, MI 48326                                                     personal property, whether
                                                                             now owned or existing or
                                                                             hereafter acquired or arising
                                                                             and regardless of where
                                                                             located described below,
                                                                             including, without limitation,
                                                                             all accounts, chattel paper,
                                                                             contracts, deposit accounts,
                                                                             documents, equipment,
                                                                             fixtures, general intangibles,
                                                                             goods, instruments, inventory,
                                                                             machinery, motor vehicles,
                                                                             money, cash or cash
                                                                             equivalent, and proceeds and
                                                                             products of all or any of the
                                                                             foregoing, as more fully
                                                                             described below

  LDM Technologies, Inc.    X                    64459          8/11/99      AMENDMENT to original
2500 Executive Hills Drive                                                   62338, changing Secured
  Auburn Hills, MI 48326                                                     Party to

                                                                             Bank of America National
                                                                             Trust and Savings Association,
                                                                             as Agent
                                                                             231 South LaSalle Street,
                                                                             Suite 1600
                                                                             Chicago, IL 60697

                                                                             Exhibit B Legal Description
                                                                             attached

  LDM Technologies, Inc.          X                N/A            N/A        No State/Federal tax Liens on
                                                                             file and no EPA/ERISA Liens
                                                                             filed in the tax lien records
                                                                             from 10 years past to present
</TABLE>


                                     -5-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party            Jurisdiction      Search         UCC
(as shown on statement)           (as shown on statement)                         through
                                                                                   date

<S>                              <C>                          <C>                 <C>            <C>
  LDM Technologies, Inc.                     N/A                Circuit Court,     3/5/01
                                                                 Noble County,
                                                                    Indiana

  LDM Technologies, Inc.                     N/A                Superior Court,    3/5/01
                                                                 Noble County,
                                                                    Indiana

  LDM Technologies, Inc.                     N/A                 County Court,     3/5/01
                                                                 Noble County,
                                                                    Indiana

  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/9/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Kentucky
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697
















  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/9/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Kentucky
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697

<CAPTION>

        Debtor                   Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                        &                                      Comments/Collateral
                                             Judg

<S>                              <C>  <C>    <C>       <C>            <C>        <C>
  LDM Technologies, Inc.                      X         N/A             N/A      No Pending Suits/Judgments
                                                                                 on file from 10 years past


  LDM Technologies, Inc.                      X         N/A             N/A      No Pending Suits/Judgments
                                                                                 on file from 10 years past


  LDM Technologies, Inc.                      X         N/A             N/A      No Pending Suits/Judgments
                                                                                 on file from 10 years past


  LDM Technologies, Inc.                               154458         2/9/98     BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                       right, title and interest in the
  Auburn Hills, MI 48326                                                         personal property, whether
                                                                                 now owned or existing or
                                                                                 hereafter acquired or arising
                                                                                 and regardless of where
                                                                                 located described below,
                                                                                 including, without limitation,
                                                                                 all accounts, chattel paper,
                                                                                 contracts, deposit accounts,
                                                                                 documents, equipment,
                                                                                 fixtures, general intangibles,
                                                                                 goods, instruments, inventory,
                                                                                 machinery, motor vehicles,
                                                                                 money, cash or cash
                                                                                 equivalent, and proceeds and
                                                                                 products of all or any of the
                                                                                 foregoing, as more fully
                                                                                 described below

  LDM Technologies, Inc.                               154458         6/23/99    AMENDMENT to original
2500 Executive Hills Drive                                                       154458, changing Secured
  Auburn Hills, MI 48326                                                         Party to

                                                                                 Bank of America National
                                                                                 Trust and Savings Association,
                                                                                 as Agent
                                                                                 231 South LaSalle Street,
                                                                                 Suite 1600
                                                                                 Chicago, IL 60697
</TABLE>


                                     -6-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business       Secretary of State,   3/9/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent           Kentucky
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business       Secretary of State,   3/9/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent           Kentucky
  Auburn Hills, MI 43826         231 South LaSalle Street,
                                         16th Floor
                                     Chicago, IL 60697








  LDM Technologies, Inc.                    N/A                US District Court -   3/9/01
                                                                Western District,
                                                                    Kentucky
                                                                   (Owensboro
                                                                    Division)

  LDM Technologies, Inc.                    N/A                US District Court -   3/14/01
                                                                Western District,
                                                                    Kentucky
                                                                   (Owensboro
                                                                    Division)

     LDM Technologies            Black Equipment Co., Inc.       Daviess County,     3/14/01       X
 Kenco Plastics, Division        1050 North Congress Avenue         Kentucky
   838 Industrial Drive             Evansville, IN 47715
   Owensboro, KY 42302

<CAPTION>

        Debtor                     Fix  Liens  Suits    File No.      File Date         Search Results
(as shown on statement)                          &                                   Comments/Collateral
                                               Judg

<S>                              <C>   <C>    <C>       <C>           <C>          <C>
  LDM Technologies, Inc.                                154458        7/28/99      AMENDMENT to original
2500 Executive Hills Drive                                                         154458, changing Secured
  Auburn Hills, MI 48326                                                           Party to

                                                                                   Bank of America National
                                                                                   Trust and Savings Association,
                                                                                   as Agent
                                                                                   231 South LaSalle Street,
                                                                                   Suite 1600
                                                                                   Chicago, IL 60697

  LDM Technologies, Inc.                                154458         1/7/00      PARTIAL RELEASE of original
2500 Executive Hills Drive                                                         154458, releasing all
  Auburn Hills, MI 43826                                                           equipment listed on Schedule
                                                                                   1.1 to the Asset Purchase
                                                                                   Agreement between LDM
                                                                                   Technologies, Inc., a Michigan
                                                                                   corporation, and DBM
                                                                                   Technologies, LLC, a
                                                                                   Michigan limited liability
                                                                                   company, dated December 8,
                                                                                   1999 as in effect on the date
                                                                                   thereof

  LDM Technologies, Inc.                         X       N/A            N/A        No Pending Suits/Judgments
                                                                                   on file from 1/2/91. This
                                                                                   search includes any Federal
                                                                                   Tax Liens indexed in this
                                                                                   court

  LDM Technologies, Inc.                         X       N/A            N/A        No Bankruptcy cases on file
                                                                                   from 1/2/86




     LDM Technologies                                   078818        6/22/98      One new Mitsubishi forklift
 Kenco Plastics, Division                                                          with triple stage upright, side
   838 Industrial Drive                                                            shifter, back up alarm, amber
   Owensboro, KY 42302                                                             strobe, driver's overhead guard
</TABLE>


                                     -7-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date
<S>                              <C>                          <C>                  <C>            <C>
  LDM Technologies, Inc.                    N/A                 Daviess County,      3/14/01
                                                                   Kentucky



  LDM Technologies, Inc.                    N/A                 Daviess County,      3/14/01
                                                                   Kentucky



  LDM Technologies, Inc.                    N/A                 Daviess County,      3/14/01
                                                                   Kentucky

  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,    3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697




<CAPTION>
         Debtor           Fix  Liens  Suits    File No.    File Date             Search Results
 (as shown on statement)                &                                      Comments/Collateral
                                      Judg
 <S>                      <C>  <C>   <C>       <C>         <C>          <C>
   LDM Technologies, Inc.  X                    N/A            N/A      Two fixture statements listing
                                                                        DBM Technologies as Debtor
                                                                        erroneously filed in index
                                                                        under LDM Technologies

  LDM Technologies, Inc.        X               N/A            N/A      No State/Federal tax Liens on
                                                                        file and no EPA/ERISA Liens
                                                                        filed in the tax liens records
                                                                        from 10 years past

  LDM Technologies, Inc.                X       N/A            N/A      No Pending Suits/Judgments
                                                                        on file from 10 years past

  LDM Technologies, Inc.                        81718B        1/22/97   BLANKET - All of the Debtor's
2500 Executive Hills Drive                                              right, title and interest in the
  Auburn Hills, MI 48326                                                personal property, whether
                                                                        now owned or existing or
                                                                        hereafter acquired or arising
                                                                        and regardless of where
                                                                        located described below,
                                                                        including, without limitation,
                                                                        all accounts, chattel paper,
                                                                        contracts, deposit accounts,
                                                                        documents, equipment,
                                                                        fixtures, general intangibles,
                                                                        goods, instruments, inventory,
                                                                        machinery, motor vehicles,
                                                                        money, cash or cash
                                                                        equivalent, and proceeds and
                                                                        products of all or any of the
                                                                        foregoing, as more fully
                                                                        described below


</TABLE>



                                     -8-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search        UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>           <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street,
                                         16th Floor
                                      Chicago, IL 60697

<CAPTION>

        Debtor                   Fix  Liens  Suits   File No.       File Date        Search Results
(as shown on statement)                        &                                   Comments/Collateral
                                             Judg

<S>                              <C>  <C>    <C>     <C>            <C>          <C>
  LDM Technologies, Inc.                             04431C         6/22/99      AMENDMENT to original
2500 Executive Hills Drive                                                       81718B, changing Secured
  Auburn Hills, MI 48326                                                         Party to

                                                                                 Bank of America National
                                                                                 Trust and Savings Association,
                                                                                 as Agent
                                                                                 231 South LaSalle Street,
                                                                                 Suite 1600
                                                                                 Chicago, IL 60697

  LDM Technologies, Inc.                             05445C         7/26/99      AMENDMENT to original
2500 Executive Hills Drive                                                       81718B, changing Secured
  Auburn Hills, MI 48326                                                         Party to

                                                                                 Bank of America National
                                                                                 Trust and Savings Association,
                                                                                 as Agent
                                                                                 231 South LaSalle Street,
                                                                                 Suite 1600
                                                                                 Chicago, IL 60697

  LDM Technologies, Inc.                             09724C         12/28/99     PARTIAL RELEASE of original
2500 Executive Hills Drive                                                       81718B, releasing all
  Auburn Hills, MI 48326                                                         equipment listed on Schedule
                                                                                 1.1 to the Asset Purchase
                                                                                 Agreement between LDM
                                                                                 Technologies, Inc., a Michigan
                                                                                 corporation, and DBM
                                                                                 Technologies, LLC, a
                                                                                 Michigan limited liability
                                                                                 company, dated December 8,
                                                                                 1999 as in effect on the date
                                                                                 thereof

</TABLE>


                                     -9-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search        UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697










  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697


  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697


<CAPTION>

        Debtor                   Fix  Liens  Suits     File No.       File Date      Search Results
(as shown on statement)                        &                                   Comments/Collateral
                                             Judg

<S>                              <C>   <C>   <C>       <C>            <C>        <C>
  LDM Technologies, Inc.                               20507C         1/8/01     PARTIAL RELEASE of original
2500 Executive Hills Drive                                                       81718B, releasing two
  Auburn Hills, MI 48326                                                         injection molding machines
                                                                                 and including all additions,
                                                                                 attachments, accessories and
                                                                                 accessions thereto, and any
                                                                                 and all substitutions,
                                                                                 replacements or exchanges
                                                                                 therefor, and all insurance
                                                                                 and/or other proceeds thereof
                                                                                 by and between Lessee and
                                                                                 Lessor whether now owned or
                                                                                 hereafter acquired

  LDM Technologies, Inc.                               20508C         1/8/01     PARTIAL RELEASE of original
2500 Executive Hills Drive                                                       81718B, releasing four
  Auburn Hills, MI 48326                                                         injection molding machines
                                                                                 with all attachments and
                                                                                 accessories

  LDM Technologies, Inc.                               20511C         1/8/01     PARTIAL RELEASE of original
2500 Executive Hills Drive                                                       81718B, releasing two
  Auburn Hills, MI 48326                                                         injection molding machines
                                                                                 with all attachments and
                                                                                 accessories
</TABLE>


                                     -10-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search        UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.         Bank of America National     Secretary of State,  3/2/01        X
2500 Executive Hills Drive          Trust and Savings              Michigan
  Auburn Hills, MI 48326          Association, as Agent
                                 231 South LaSalle Street
                                        Suite 1600
                                       Chicago, IL











  LDM Technologies, Inc.           BankAmerica Business       Secretary of State,  3/2/01        X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697


<CAPTION>

        Debtor                   Fix  Liens  Suits   File No.   File Date         Search Results
(as shown on statement)                        &                                Comments/Collateral
                                             Judg

<S>                              <C>  <C>   <C>      <C>        <C>          <C>
  LDM Technologies, Inc.                             20645C     1/9/01       PARTIAL RELEASE of original
2500 Executive Hills Drive                                                   81718B, releasing one Haden
  Auburn Hills, MI 48326                                                     custom designed and
                                                                             fabricated fascia paint line and
                                                                             sixteen "Flexpainter" paint
                                                                             application robots, and
                                                                             including all additions, attachments,
                                                                             accessories and accessions
                                                                             thereto, and any and all
                                                                             substitutions, replacements or
                                                                             exchanges therefor, and all
                                                                             insurance and/or other proceeds
                                                                             thereof by and between Lessee and
                                                                             Lessor whether now owned or
                                                                             hereafter acquired


  LDM Technologies, Inc.                             92010B     2/6/98       BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                   right, title and interest in the
  Auburn Hills, MI 48326                                                     personal property, whether
                                                                             now owned or existing or
                                                                             hereafter acquired or arising
                                                                             and regardless of where
                                                                             located described below,
                                                                             including, without limitation,
                                                                             all accounts, chattel paper,
                                                                             contracts, deposit accounts,
                                                                             documents, equipment,
                                                                             fixtures, general intangibles,
                                                                             goods, instruments, inventory,
                                                                             machinery, motor vehicles,
                                                                             money, cash or cash
                                                                             equivalent, and proceeds and
                                                                             products of all or any of the
                                                                             foregoing, as more fully
                                                                             described below

</TABLE>


                                     -11-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search        UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,  3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street,
                                         16th Floor
                                      Chicago, IL 60697


<CAPTION>

        Debtor                   Fix  Liens  Suits    File No.      File Date      Search Results
(as shown on statement)                        &                                  Comments/Collateral
                                             Judg

<S>                              <C>  <C>    <C>      <C>           <C>       <C>
  LDM Technologies, Inc.                              04432C        6/22/99   AMENDMENT to original
2500 Executive Hills Drive                                                    92010B, changing Secured
  Auburn Hills, MI 48326                                                      Party to

                                                                              Bank of America National
                                                                              Trust and Savings Association,
                                                                              as Agent
                                                                              231 South LaSalle Street,
                                                                              Suite 1600
                                                                              Chicago, IL 60697

  LDM Technologies, Inc.                              05444C        7/26/99   AMENDMENT to original
2500 Executive Hills Drive                                                    92010B, changing Secured
  Auburn Hills, MI 48326                                                      Party to

                                                                              Bank of America National
                                                                              Trust and Savings Association,
                                                                              as Agent
                                                                              231 South LaSalle Street,
                                                                              Suite 1600
                                                                              Chicago, IL 60697

  LDM Technologies, Inc.                              09725C        12/28/99  PARTIAL RELEASE of original
2500 Executive Hills Drive                                                    92010B, releasing all
  Auburn Hills, MI 48326                                                      equipment listed on Schedule
                                                                              1.1 to the Asset Purchase
                                                                              Agreement between LDM
                                                                              Technologies, Inc., a Michigan
                                                                              corporation, and DBM
                                                                              Technologies, LLC, a
                                                                              Michigan limited liability
                                                                              company, dated December 8,
                                                                              1999 as in effect on the date
                                                                              thereof
</TABLE>


                                     -12-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction    Search       UCC
(as shown on statement)           (as shown on statement)                         through
                                                                                   date

<S>                              <C>                          <C>                 <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State, 3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697










  LDM Technologies, Inc.            BankAmerica Business      Secretary of State, 3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697


  LDM Technologies, Inc.            BankAmerica Business      Secretary of State, 3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697

<CAPTION>

        Debtor                   Fix   Liens   Suits     File No.  File Date      Search Results
(as shown on statement)                         &                               Comments/Collateral
                                               Judg

<S>                              <C>   <C>     <C>       <C>       <C>          <C>
  LDM Technologies, Inc.                                 20504C    1/8/01       PARTIAL RELEASE of original
2500 Executive Hills Drive                                                      92010B, releasing two
  Auburn Hills, MI 48326                                                        injection molding machines
                                                                                and including all additions,
                                                                                attachments, accessories and
                                                                                accessions thereto, and any
                                                                                and all substitutions,
                                                                                replacements or exchanges
                                                                                therefor, and all insurance
                                                                                and/or other proceeds thereof
                                                                                by and between Lessee and
                                                                                Lessor whether now owned or
                                                                                hereafter acquired

  LDM Technologies, Inc.                                 20505C    1/8/01       PARTIAL RELEASE of original
2500 Executive Hills Drive                                                      92010B, releasing two
  Auburn Hills, MI 48326                                                        injection molding machines
                                                                                with all attachments and
                                                                                accessories

  LDM Technologies, Inc.                                 20506C    1/8/01       PARTIAL RELEASE of original
2500 Executive Hills Drive                                                      92010B, releasing four
  Auburn Hills, MI 48326                                                        injection molding machines
                                                                                with all attachments and
                                                                                accessories

</TABLE>

                                     -13-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search        UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.          Bank of America National     Secretary of State, 3/2/01        X
2500 Executive Hills Drive           Trust and Savings              Michigan
  Auburn Hills, MI 48326           Association, as Agent
                                  231 South LaSalle Street
                                         Suite 1600
                                        Chicago, IL










  LDM Technologies, Inc.           Sanwa Business Credit       Secretary of State, 3/2/01        X
2500 Executive Hills Drive              Corporation                 Michigan
  Auburn Hills, MI 48326             One S Wacker Drive
                                     Chicago, IL 60606




  LDM Technologies, Inc.         M&I First National Leasing    Secretary of State, 3/2/01        X
2500 Executive Hills Blvd.                 Corp.                    Michigan
  Auburn Hills, MI 48326           250 E. Wisconsin Ave.
                                    Milwaukee, WI 53202

<CAPTION>

        Debtor                   Fix  Liens  Suits     File No.     File Date       Search Results
(as shown on statement)                        &                                  Comments/Collateral
                                             Judg

<S>                              <C>  <C>    <C>       <C>          <C>         <C>
  LDM Technologies, Inc.                               20644C       1/9/01      PARTIAL RELEASE of original
2500 Executive Hills Drive                                                      92010B, releasing one Haden
  Auburn Hills, MI 48326                                                        custom designed and
                                                                                fabricated fascia paint line and
                                                                                sixteen "Flexpainter" paint
                                                                                application robots, and
                                                                                including all additions,
                                                                                attachments, accessories and
                                                                                accessions thereto, and any and
                                                                                all substitutions, replacements
                                                                                or exchanges therefor, and all
                                                                                insurance and/or other proceeds
                                                                                thereof by and between Lessee and
                                                                                Lessor whether now owned or
                                                                                hereafter acquired

  LDM Technologies, Inc.                               D379983      5/28/98     Two new Mitsubishi forklifts,
2500 Executive Hills Drive                                                      including but not limited to, all
  Auburn Hills, MI 48326                                                        replacements, parts, repairs
                                                                                attachments and accessories
                                                                                incorporated therein or affixed
                                                                                thereto now owned or
                                                                                hereafter acquired

  LDM Technologies, Inc.                               D380852      6/1/98      One new deionization system
2500 Executive Hills Blvd.                                                      w/tank and pump assemblies,
  Auburn Hills, MI 48326                                                        pretreatment assemblies and
                                                                                quality enhancement
                                                                                equipment including all
                                                                                attachments, accessories,
                                                                                appurtenances, accessions &
                                                                                substitutions
</TABLE>


                                     -14-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search       UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.          M&I First National Leasing   Secretary of State, 3/2/01        X
2500 Executive Hills Blvd.                   Corp.                  Michigan
  Auburn Hills, MI 48326             250 E. Wisconsin Ave.
                                      Milwaukee, WI 53202









  LDM Technologies, Inc.           General Electric Capital    Secretary of State, 3/2/01        X
2500 Executive Hills Drive                Corporation               Michigan
  Auburn Hills, MI 48326           1787 Sentry Parkway West
                                    Building 16 / Suite 200
                                      Blue Bell, PA 19422










  LDM Technologies, Inc.             Sanwa Business Credit     Secretary of State, 3/2/01        X
2500 Executive Hills Drive                Corporation               Michigan
  Auburn Hills, MI 48326              One S Wacker Drive
                                       Chicago, IL 60606

<CAPTION>

        Debtor                   Fix  Liens  Suits   File No.       File Date        Search Results
(as shown on statement)                        &                                   Comments/Collateral
                                              Judg

<S>                              <C>  <C>    <C>     <C>            <C>          <C>
  LDM Technologies, Inc.                             D414487        8/27/98      AMENDMENT to original
2500 Executive Hills Blvd.                                                       D380852 changing collateral
  Auburn Hills, MI 48326                                                         description to

                                                                                 One new deionization system
                                                                                 w/tank and pump assemblies,
                                                                                 pretreatment assemblies and
                                                                                 quality enhancement
                                                                                 equipment as more
                                                                                 particularly described on
                                                                                 Schedule A attached hereto
                                                                                 and made a part hereof

  LDM Technologies, Inc.                             94805B         6/3/98       Four 400-Ton Toggle Presses
2500 Executive Hills Drive                                                       and including all additions,
  Auburn Hills, MI 48326                                                         attachments, accessories and
                                                                                 accessions thereto, and any
                                                                                 and all substitutions,
                                                                                 replacements or exchanges
                                                                                 therefor, and all insurance
                                                                                 and/or other proceeds
                                                                                 thereof by and between
                                                                                 Lessee/Debtor and
                                                                                 Lessor/Secured Party whether
                                                                                 now owned or hereafter
                                                                                 acquired

  LDM Technologies, Inc.                             D420399        9/14/98      Two new Mitsubishi forklifts,
2500 Executive Hills Drive                                                       including but not limited to, all
  Auburn Hills, MI 48326                                                         replacements, parts, repairs
                                                                                 attachments and accessories
                                                                                 incorporated therein or affixed
                                                                                 thereto now owned or
                                                                                 hereafter acquired
</TABLE>

                                     -15-

<PAGE>
<TABLE>
<CAPTION>
        Debtor                    Secured Party           Jurisdiction        Search     UCC
(as shown on statement)      (as shown on statement)                          through
                                                                               date

<S>                          <C>                        <C>                   <C>        <C>
  LDM Technologies, Inc.     General Electric Capital   Secretary of State,   3/2/01      X
2500 Executive Hills Drive       Corporation                 Michigan
  Auburn Hills, MI 48326     1787 Sentry Parkway West
                             Building 16 / Suite 200
                               Blue Bell, PA 19422

















         LESSEE:                      LESSOR:           Secretary of State,   3/2/01      X
  LDM Technologies, Inc.     Primex Leasing Corporation      Michigan
2500 Executive Hills Drive       431 North Avenue
  Auburn Hills, MI 48326         Weston, MA 02 193

                                      assignee:

                               Michigan Heritage Bank
                                21211 Haggerty Road
                                  Novi, MI 48375

<CAPTION>

        Debtor              Fix         Liens     Suits        File No.   File Date       Search Results
(as shown on statement)                             &                                   Comments/Collateral
                                                  Judg

<S>                         <C>         <C>       <C>          <C>        <C>          <C>
  LDM Technologies, Inc.                                        00259C     1/8/99      One two-cylinder PQM
2500 Executive Hills Drive                                                             conversion unit and two
  Auburn Hills, MI 48326                                                               power front gates, and
                                                                                       including all additions,
                                                                                       attachments, accessories
                                                                                       and accessions thereto,
                                                                                       and any and all substitutions,
                                                                                       replacements or exchanges
                                                                                       therefor, and all insurance
                                                                                       and/or other proceeds thereof
                                                                                       by and between Lessee/Debtor
                                                                                       and Lessor/Secured Party
                                                                                       whether now owned or hereafter
                                                                                       acquired






         LESSEE:                                                D473996    2/2/99      BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                               Equipment leased under
2500 Executive Hills Drive                                                             Master Equipment Lease
  Auburn Hills, MI 48326                                                               Number 826 dated 10-20-98
                                                                                       between Primex Leasing
                                                                                       Corporation, as Lessor and
                                                                                       LDM Technologies, Inc., as
                                                                                       Lessee including but not
                                                                                       limited to all upgrades, add-
                                                                                       ons, replacements, additions
                                                                                       and substitutions thereto and
                                                                                       all proceeds (including
                                                                                       insurance proceeds) of and
                                                                                       from said Master Equipment
                                                                                       Lease

</TABLE>

                                      -16-
<PAGE>
<TABLE>
<CAPTION>
          Debtor                   Secured Party          Jurisdiction        Search     UCC
  (as shown on statement)     (as shown on statement)                         through
                                                                               date

<S>                          <C>                        <C>                 <C>       <C>
          LESSEE:                      LESSOR:           Secretary of State,  3/2/01     X
   LDM Technologies, Inc.     Primex Leasing Corporation      Michigan
 2500 Executive Hills Drive    21 E Long Lake Rd, Suite
   Auburn Hills, MI 48326                216
                              Bloomfield Hills, MI 48304















 L.D.M. Technologies, Inc.     NMHG Financial Services,  Secretary of State,  3/2/01     X
 2500 Executive Hills Drive              Inc.                 Michigan
   Auburn Hills, MI 48326       44 Old Ridgebury Road
                                  Danbury, CT 068 10


<CAPTION>

          Debtor                Fix         Liens     Suits        File No.   File Date       Search Results
  (as shown on statement)                               &                                   Comments/Collateral
                                                      Judg

<S>                          <C>         <C>       <C>            <C>      <C>         <C>
          LESSEE:                                                   D516005    2/2/99      BLANKET EQUIPMENT - All
   LDM Technologies, Inc.                                                                  Equipment now owned or
 2500 Executive Hills Drive                                                                hereafter leased under Master
   Auburn Hills, MI 48326                                                                  Equipment Lease Number 826
                                                                                           dated 10/20/98 between
                                                                                           Primex Leasing Corporation,
                                                                                           as Lessor, and LDM Technologies,
                                                                                           Inc., as Lessee including, but not
                                                                                           limited to, the equipment listed on
                                                                                           Equipment Lease Schedule A
                                                                                           826-02, dated 4/1/99,
                                                                                           including all accessions,
                                                                                           additions, replacements,
                                                                                           substitutions and
                                                                                           improvements thereto and
                                                                                           therefor, and all proceeds
                                                                                           (including insurance proceeds)
                                                                                           of and from said Master
                                                                                           Equipment Lease Agreement

 L.D.M. Technologies, Inc.                                          D518812    5/17/99     Eight new Yale forklifts and
 2500 Executive Hills Drive                                                                all accessions, additions,
   Auburn Hills, MI 48326                                                                  replacements and substitutions
                                                                                           thereto and therefor and all
                                                                                           proceeds, including insurance
                                                                                           proceeds, thereof

</TABLE>

                                      -17-
<PAGE>
<TABLE>
<CAPTION>
          Debtor                   Secured Party          Jurisdiction        Search     UCC
  (as shown on statement)     (as shown on statement)                         through
                                                                               date

<S>                          <C>                        <C>                   <C>        <C>
          LESSEE:                     LESSOR:           Secretary of State,   3/2/01      X
  LDM Technologies, Inc.     Primex Leasing Corporation      Michigan
2500 Executive Hills Drive    21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                216
                             Bloomfield Hills, MI 48304
















  LDM Technologies, Inc.      General Electric Capital  Secretary of State,   3/2/01      X
2500 Executive Hills Drive          Corporation              Michigan
  Auburn Hills, MI 48326      1787 Sentry Parkway/West
                             16 Sentry Park/West; Suite
                                        200
                                Blue Bell, PA 19422







  LDM Technologies, Inc.     Primex Leasing Corporation Secretary of State,   3/2/01      X
2500 Executive Hills Drive     21 East Long Lake Road         Michigan
  Auburn Hills, MI 48326     Bloomfield Hills, MI 48304

<CAPTION>

          Debtor               Fix         Liens     Suits        File No.   File Date      Search Results
  (as shown on statement)                              &                                   Comments/Collateral
                                                     Judg

<S>                            <C>         <C>       <C>          <C>        <C>       <C>
          LESSEE:                                                 D526819     6/4/99   BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                               Equipment now owned or
2500 Executive Hills Drive                                                             hereafter leased under Master
  Auburn Hills, MI 48326                                                               Equipment Lease Number 826
                                                                                       dated 10/20/98, between
                                                                                       Primex Leasing Corporation,
                                                                                       as Lessor, and LDM
                                                                                       Technologies, Inc., as Lessee
                                                                                       including, but not limited to,
                                                                                       the equipment listed on
                                                                                       Equipment Lease Schedule A
                                                                                       826-03, dated 4/23/99,
                                                                                       including all accessions,
                                                                                       additions, replacements,
                                                                                       substitutions and
                                                                                       improvements thereto and
                                                                                       therefor, and all proceeds
                                                                                       (including insurance proceeds)
                                                                                       of and from said Master
                                                                                       Equipment Lease Agreement

  LDM Technologies, Inc.                                          05563C    7/28/99    One injection molding
2500 Executive Hills Drive                                                             machine, and including all
  Auburn Hills, MI 48326                                                               additions, attachments,
                                                                                       accessories and accessions
                                                                                       thereto, and any and all
                                                                                       substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other proceeds
                                                                                       thereof by and between
                                                                                       Lessee/Debtor and Lessor/Secured
                                                                                       Party whether now owned or
                                                                                       hereafter acquired

  LDM Technologies, Inc.                                         D552641   8/10/99     Four Hewlett Packard workstations
2500 Executive Hills Drive
  Auburn Hills, MI 48326

</TABLE>

                                      -18-
<PAGE>
<TABLE>
<CAPTION>
          Debtor                   Secured Party               Jurisdiction      Search    UCC
 (as shown on statement)      (as shown on statement)                            through
                                                                                  date

<S>                          <C>                           <C>                   <C>       <C>
  LDM Technologies, Inc.     American Financial Leasing,    Secretary of State,  3/2/01     X
2500 Executive Hills Drive               Inc.                    Michigan
  Auburn Hills, MI 48326       6689 Orchard Lake Road,
                                         #320
                              West Bloomfield, MI 48322

                                      assignee:

                               Michigan Heritage Bank
                                 21211 Haggerty Road
                                   Novi, MI 48375


         LESSEE:                       LESSOR:              Secretary of State,  3/2/01     X
  LDM Technologies, Inc.      Primex Leasing Corporation         Michigan
2500 Executive Hills Drive     21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                 216
                              Bloomfield Hills, MI 48304

<CAPTION>

          Debtor              Fix         Liens     Suits          File No. File Date     Search Results
 (as shown on statement)                              &                                 Comments/Collateral
                                                    Judg

<S>                           <C>         <C>       <C>            <C>      <C>         <C>
  LDM Technologies, Inc.                                            D565657   9/14/99    Computer equipment re Lease
2500 Executive Hills Drive                                                               No. 64612
  Auburn Hills, MI 48326










         LESSEE:                                                    D580713   10/26/99   BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                                 Equipment now owned or
2500 Executive Hills Drive                                                               hereafter leased under Master
  Auburn Hills, MI 48326                                                                 Equipment Lease Number 826
                                                                                         dated 10/20/98, between Primex
                                                                                         Leasing Corporation, as Lessor,
                                                                                         and LDM Technologies, Inc.,
                                                                                         as Lessee including, but not
                                                                                         limited to, the equipment
                                                                                         listed on Equipment Lease
                                                                                         Schedule A 826-05, dated 8/10/99,
                                                                                         including all accessions, additions,
                                                                                         replacements, substitutions and
                                                                                         improvements thereto and therefor,
                                                                                         and all proceeds (including
                                                                                         insurance proceeds) of and from
                                                                                         said Master Equipment Lease Agreement

</TABLE>


                                      -19-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party            Jurisdiction        Search     UCC
(as shown on statement)        (as shown on statement)                            through
                                                                                   date

<S>                          <C>                            <C>                   <C>       <C>
  LDM Technologies, Inc.      American Financial Leasing,   Secretary of State,   3/2/01     X
2500 Executive Hills Drive               Inc.                    Michigan
  Auburn Hills, MI 48326        6689 Orchard Lake Road,
                                         #320
                               West Bloomfield, MI 48322

                                       assignee:

                                Michigan Heritage Bank
                                  21211 Haggerty Road
                                    Novi, MI 48375

  LDM Technologies, Inc.       Citicorp Del Lease, Inc.     Secretary of State,   3/2/01     X
2500 Executive Hills Drive       450 Mamaroneck Avenue           Michigan
  Auburn Hills, MI 48326          Harrison, NY 10528

  LDM Technologies, Inc.      American Financial Leasing,   Secretary of State,   3/2/01     X
2500 Executive Hills Drive               Inc.                    Michigan
  Auburn Hills, MI 48326        6689 Orchard Lake Road,
                                         #320
                               West Bloomfield, MI 48322

                                       assignee:

                                Michigan Heritage Bank
                                  21211 Haggerty Road
                                    Novi, MI 48375

LDM Technologies, Inc.                 CLG, Inc.            Secretary of State,   3/2/01     X
2500 Executive Hills            3001 Spring Forest Road          Michigan
Auburn Hills, MI 48326             Raleigh, NC 27616

<CAPTION>

        Debtor                Fix        Liens      Suits         File No.  File Date         Search Results
(as shown on statement)                               &                                    Comments/Collateral
                                                    Judg

<S>                          <C>         <C>       <C>            <C>       <C>         <C>
  LDM Technologies, Inc.                                          D582318    11/1/99   Computer equipment on attached
2500 Executive Hills Drive                                                             Schedule A re Lease No. 64628
  Auburn Hills, MI 48326









  LDM Technologies, Inc.                                          D582817    11/2/99   One new Mitsubishi forklift
2500 Executive Hills Drive                                                             with sideshift and battery
  Auburn Hills, MI 48326                                                               charger

  LDM Technologies, Inc.                                          D583748    11/3/99   Computer equipment re Lease
2500 Executive Hills Drive                                                             No. 64620
  Auburn Hills, MI 48326









LDM Technologies, Inc.                                            D587037  11/12/99    Production equipment re
2500 Executive Hills                                                                   Lease Agreement dated
Auburn Hills, MI 48326                                                                 December 15, 1998,
                                                                                       Supplement No. 1 between
                                                                                       LDM Technologioes, Inc. as
                                                                                       Lessee and CLG, Inc. as
                                                                                       Lessor
</TABLE>



                                      -20-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search     UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date
<S>                              <C>                           <C>                   <C>       <C>
         LESSEE:                          LESSOR:              Secretary of State,   3/2/01     X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive        21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                    216
                                 Bloomfield Hills, MI 48304




















<CAPTION>

        Debtor                   Fix        Liens      Suits         File No.  File Date         Search Results
(as shown on statement)                                  &                                    Comments/Collateral
                                                       Judg
<S>                              <C>        <C>       <C>            <C>       <C>         <C>
         LESSEE:                                                     D590382   11/23/99      BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                                     Equipment now owned or
2500 Executive Hills Drive                                                                   hereafter leased under Master
  Auburn Hills, MI 48326                                                                     Equipment Lease Number 826
                                                                                             dated 10/20/98, between
                                                                                             Primex Leasing Corporation,
                                                                                             as Lessor, and LDM
                                                                                             Technologies, Inc., as Lessee
                                                                                             including, but not limited to,
                                                                                             the equipment listed on
                                                                                             Equipment Lease Schedule A
                                                                                             826-06, dated 10/11/99,
                                                                                             including all accessions,
                                                                                             additions, replacements,
                                                                                             substitutions and improvements
                                                                                             thereto and therefor, and all
                                                                                             proceeds (including insurance
                                                                                             proceeds) of and from said
                                                                                             Master Equipment Lease
                                                                                             Agreement

</TABLE>



                                     -21-

<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search     UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                   <C>       <C>
         LESSEE:                           LESSOR:             Secretary of State,   3/2/01     X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive        21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                     216
                                 Bloomfield Hills, MI 48304
















  LDM Technologies, Inc.         American Financial Leasing,   Secretary of State,   3/2/01     X
2500 Executive Hills Drive                  Inc.                    Michigan
  Auburn Hills, MI 48326           6689 Orchard Lake Road,
                                            #320
                                  West Bloomfield, MI 48322

                                          assignee:

                                   Michigan Heritage Bank
                                     21211 Haggerty Road
                                       Novi, MI 48375


<CAPTION>

        Debtor                     Fix        Liens      Suits         File No.  File Date         Search Results
(as shown on statement)                                    &                                    Comments/Collateral
                                                         Judg
<S>                               <C>         <C>       <C>            <C>       <C>         <C>
         LESSEE:                                                       D606293   1/7/00      BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                                     Equipment now owned or
2500 Executive Hills Drive                                                                   hereafter leased under Master
  Auburn Hills, MI 48326                                                                     Equipment Lease Number 826
                                                                                             dated 10/20/98, between
                                                                                             Primex Leasing Corporation,
                                                                                             as Lessor, and LDM
                                                                                             Technologies, Inc., as Lessee
                                                                                             including, but not limited to,
                                                                                             the equipment listed on
                                                                                             Equipment Lease Schedule A
                                                                                             826-07, dated 10/11/99,
                                                                                             including all accessions,
                                                                                             additions, replacements,
                                                                                             substitutions and
                                                                                             improvements thereto and
                                                                                             therefor, and all proceeds
                                                                                             (including insurance proceeds)
                                                                                             of and from said Master
                                                                                             Equipment Lease Agreement

  LDM Technologies, Inc.                                               D610041   1/20/00     Computer equipment re Lease
2500 Executive Hills Drive                                                                   No. 64657
  Auburn Hills, MI 48326

</TABLE>




                                      -22-


<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search      UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
          LESSEE:                         LESSOR:              Secretary of State,   3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive        21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                    216
                                 Bloomfield Hills, MI 48304




          LESSEE:                         LESSOR:              Secretary of State,   3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive        21 E Long Lake Rd, Suite
  Auburn Hills, MI 48326                    216
                                 Bloomfield Hills, MI 48304





  LDM Technologies, Inc.             Advance Acceptance        Secretary of State,   3/2/01       X
2500 Executive Hills Drive              Corporation                 Michigan
  Auburn Hills, MI 48326          13755 First Avenue North
                                     Plymouth, MN 55441

  LDM Technologies, Inc.             Milacron Marketing        Secretary of State,   3/2/01       X
2500 Executive Hills Drive                Company                   Michigan
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing        Secretary of State,   3/2/01       X
2500 Executive Hills Drive                Company                   Michigan
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing        Secretary of State,   3/2/01       X
2500 Executive Hills Drive                Company                   Michigan
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing        Secretary of State,   3/2/01       X
2500 Executive Hills Drive                Company                   Michigan
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

<CAPTION>

        Debtor                    Fix        Liens      Suits         File No.       File Date         Search Results
(as shown on statement)                                   &                                          Comments/Collateral
                                                        Judg
<S>                               <C>        <C>       <C>            <C>             <C>          <C>
          LESSEE:                                                      D651555        5/8/00       BLANKET EQUIPMENT - All of
  LDM Technologies, Inc.                                                                           the equipment on Schedule A
2500 Executive Hills Drive                                                                         Number 826-08 to the Master
  Auburn Hills, MI 48326                                                                           Equipment Lease Number 826
                                                                                                   dated 10-20-98 between
                                                                                                   Primex Leasing Corporation,
                                                                                                   as Lessor, and LDM
                                                                                                   Technologies, Inc., as Lessee

          LESSEE:                                                      D663889        6/12/00      BLANKET EQUIPMENT - All of
  LDM Technologies, Inc.                                                                           the Hardware Equipment
2500 Executive Hills Drive                                                                         described on Schedule A
  Auburn Hills, MI 48326                                                                           Number 826-09 to the Master
                                                                                                   Equipment Lease Number 826
                                                                                                   dated 10/20/98 between
                                                                                                   Primex Leasing Corporation,
                                                                                                   as Lessor, and LDM
                                                                                                   Technologies, Inc., as Lessee

  LDM Technologies, Inc.                                               D669697        6/28/00      One Powerboss sweeper
2500 Executive Hills Drive                                                                         scrubber
  Auburn Hills, MI 48326


  LDM Technologies, Inc.                                               D695766        9/19/00      One Milacron plastics
2500 Executive Hills Drive                                                                         injection molding machine
  Auburn Hills, MI 48326                                                                           with auxiliary equipment


  LDM Technologies, Inc.                                               20906C         1/16/01      RELEASE of original D695766,
2500 Executive Hills Drive                                                                         releasing one plastics injection
  Auburn Hills, MI 48326                                                                           molding machine with all
                                                                                                   attachments and accessories

  LDM Technologies, Inc.                                               D695767        9/19/00      One Milacron plastics
2500 Executive Hills Drive                                                                         injection molding machine
  Auburn Hills, MI 48326                                                                           with auxiliary equipment


  LDM Technologies, Inc.                                               D695768        9/19/00      One Milacron plastics
2500 Executive Hills Drive                                                                         injection molding machine
  Auburn Hills, MI 48326                                                                           with auxiliary equipment

</TABLE>

                                     -23-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                   <C>         <C>
  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

 LDM Technologies, Inc.               Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                 Company -                Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

  LDM Technologies, Inc.              Milacron Marketing       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                  Company                 Michigan
  Auburn Hills, MI 48326              4165 Halfacre Road
                                       Batavia, OH 45103

 LDM Technologies, Inc.               Advance Acceptance       Secretary of State,    3/2/01       X
2500 Executive Hills Drive                Corporation               Michigan
  Auburn Hills, MI 48326           13755 First Avenue North
                                      Plymouth, MN 55441

<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                                Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                  20905C         1/16/01     RELEASE of original D695768,
2500 Executive Hills Drive                                                           releasing one plastics injection
  Auburn Hills, MI 48326                                                             molding machine with all
                                                                                     attachments and accessories

  LDM Technologies, Inc.                                  D695769        9/19/00     One Milacron plastics
2500 Executive Hills Drive                                                           injection molding machine
  Auburn Hills, MI 48326                                                             with auxiliary equipment


  LDM Technologies, Inc.                                  20510C         1/8/01      RELEASE of original D695769,
2500 Executive Hills Drive                                                           releasing one plastics injection
  Auburn Hills, MI 48326                                                             molding machine


  LDM Technologies, Inc.                                  D695770        9/19/00     One Milacron plastics
2500 Executive Hills Drive                                                           injection molding machine
  Auburn Hills, MI 48326                                                             with auxiliary equipment


 LDM Technologies, Inc.                                   20509C         1/8/01      RELEASE of original D695770,
2500 Executive Hills Drive                                                           releasing one plastics injection
  Auburn Hills, MI 48326                                                             molding machine


  LDM Technologies, Inc.                                  D695771        9/19/00     One Milacron plastics
2500 Executive Hills Drive                                                           injection molding machine
  Auburn Hills, MI 48326                                                             with auxiliary equipment


  LDM Technologies, Inc.                                  D695772        9/19/00     One Milacron plastics
2500 Executive Hills Drive                                                           injection molding machine
  Auburn Hills, MI 48326                                                             with auxiliary equipment


  LDM Technologies, Inc.                                  D695773        9/19/00     One Milacron plastics
2500 Executive Hills Drive                                                           injection molding machine
  Auburn Hills, MI 48326                                                             with auxiliary equipment


 LDM Technologies, Inc.                                   D704965        10/18/00    One Nilfisk advance model
2500 Executive Hills Drive                                                           2052LP rider
  Auburn Hills, MI 48326

</TABLE>


                                     -24-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
          LESSEE:                         LESSOR:              Secretary of State,    3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive         21 East Long Lake Road
  Auburn Hills, MI 48326                 Suite 216
                                 Bloomfield Hills, MI 48304





          LESSEE:                         LESSOR:              Secretary of State,    3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive         21 East Long Lake Road
  Auburn Hills, MI 48326                 Suite 216
                                 Bloomfield Hills, MI 48304





          LESSEE:                         LESSOR:              Secretary of State,    3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive         21 East Long Lake Road
  Auburn Hills, MI 48326                 Suite 216
                                 Bloomfield Hills, MI 48304





          LESSEE:                         LESSOR:              Secretary of State,    3/2/01       X
  LDM Technologies, Inc.         Primex Leasing Corporation         Michigan
2500 Executive Hills Drive         21 East Long Lake Road
  Auburn Hills, MI 48326                 Suite 216
                                 Bloomfield Hills, MI 48304



<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
          LESSEE:                                        D707599        10/24/00     BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                             equipment described on
2500 Executive Hills Drive                                                           Schedule A Number 826-12 to
  Auburn Hills, MI 48326                                                             the Master Equipment Lease
                                                                                     Number 826 dated 10-20-98
                                                                                     between Primex Leasing
                                                                                     Corporation, as Lessor, and
                                                                                     LDM Technologies, Inc., as
                                                                                     Lessee

          LESSEE:                                        D707600        10/24/00     BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                             equipment described on
2500 Executive Hills Drive                                                           Schedule A Number 826-11 to
  Auburn Hills, MI 48326                                                             the Master Equipment Lease
                                                                                     Number 826 dated 10-20-98
                                                                                     between Primex Leasing
                                                                                     Corporation, as Lessor, and
                                                                                     LDM Technologies, Inc., as
                                                                                     Lessee

          LESSEE:                                        D707601        10/24/00     BLANKET EQUIPMENT - All
  LDM Technologies, Inc.                                                             equipment described on
2500 Executive Hills Drive                                                           Schedule A Number 826-10 to
  Auburn Hills, MI 48326                                                             the Master Equipment Lease
                                                                                     Number 826 dated 10-20-98
                                                                                     between Primex Leasing
                                                                                     Corporation, as Lessor, and
                                                                                     LDM Technologies, Inc., as
                                                                                     Lessee

          LESSEE:                                        D711069        11/3/00      BLANKET EQUIPMENT -
  LDM Technologies, Inc.                                                             Equipment described on
2500 Executive Hills Drive                                                           Equipment Lease Schedule A
  Auburn Hills, MI 48326                                                             Number 826-14 to the Master
                                                                                     Equipment Lease Number 826
                                                                                     dated 10-20-98 between
                                                                                     Primex Leasing Corporation,
                                                                                     as Lessor, and LDM
                                                                                     Technologies, Inc., as Lessee

</TABLE>



                                     -25-

<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.          General Electric Capital     Secretary of State,    3/2/01        X
2500 Executive Hills Drive              Corporation                 Michigan
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034








  LDM Technologies, Inc.          General Electric Capital     Secretary of State,    3/2/01        X
   2500 Executive Drive                 Corporation                 Michigan
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034









  LDM Technologies, Inc.          General Electric Capital     Secretary of State,    3/2/01        X
2500 Executive Hills Drive              Corporation                 Michigan
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034

<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg

<S>                              <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                   20462C         1/5/01      One injection molding
2500 Executive Hills Drive                                                            machine and including all
  Auburn Hills, MI 48326                                                              additions, attachments,
                                                                                      accessories and accessions
                                                                                      thereto, and any and all
                                                                                      substitutions, replacements
                                                                                      or exchanges therefor, and
                                                                                      all insurance and/or other
                                                                                      proceeds thereof by and
                                                                                      between Lessee and Lessor
                                                                                      whether now owned or
                                                                                      hereafter acquired

  LDM Technologies, Inc.                                   20463C         1/5/01      Two injection molding
   2500 Executive Drive                                                               machines and including all
  Auburn Hills, MI 48326                                                              additions, attachments,
                                                                                      accessories and accessions
                                                                                      thereto, and any and all
                                                                                      substitutions, replacements
                                                                                      or exchanges therefor, and
                                                                                      all insurance and/or other
                                                                                      proceeds thereof by and
                                                                                      between Lessee and Lessor
                                                                                      whether now owned or
                                                                                      hereafter acquired


  LDM Technologies, Inc.                                   20514C         1/8/01      One injection molding
2500 Executive Hills Drive                                                            machine and including all
  Auburn Hills, MI 48326                                                              additions, attachments,
                                                                                      accessories and accessions
                                                                                      thereto, and any and all
                                                                                      substitutions, replacements
                                                                                      or exchanges therefor, and
                                                                                      all insurance and/or other
                                                                                      proceeds thereof by and
                                                                                      between Lessee and Lessor
                                                                                      whether now owned or
                                                                                      hereafter acquired

</TABLE>



                                     -26-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction     Search          UCC
(as shown on statement)           (as shown on statement)                          through
                                                                                    date

<S>                              <C>                          <C>                  <C>          <C>
  LDM Technologies, Inc.           Transamerica Equipment     Secretary of State,  3/2/01          X
2500 Executive Hills Drive           Financial Services            Michigan
  Auburn Hills, MI 48326                Corporation
                                    5080 Spectrum Drive
                                      Suite 1100 West
                                     Addison, TX 75001










     LDM Technologies             Associates Leasing, Inc.    Secretary of State,  3/2/01          X
       Incorporated                8001 Ridgepoint Drive           Michigan
   2500 Executive Drive               Irving, TX 75063
  Auburn Hills, MI 48326



    LDM Technologies -             Ikon Office Solutions      Secretary of State,  3/2/01          X
       Hartland Div.               2780 44th Street S.W.           Michigan
      1502 Old US 23               Grand Rapids, MI 49509
    Hartland, MI 48353

     LDM Technologies               Crown Credit Company      Secretary of State,  3/2/01          X
  Inc./Deco Trim Division          40 S Washington Street          Michigan
     30150 S. Hill Rd.              New Bremen, OH 45869
   New Hudson, MI 48165

     LDM Technologies               Crown Credit Company      Secretary of State,  3/2/01          X
 2500 Executive Hills Dr.          40 S Washington Street          Michigan
  Auburn Hills, MI 48326            New Bremen, OH 45869


<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date         Search Results
(as shown on statement)                         &                                         Comments/Collateral
                                              Judg

<S>                              <C>   <C>    <C>          <C>            <C>          <C>
  LDM Technologies, Inc.                                   20518C         1/8/01       One Haden custom designed
2500 Executive Hills Drive                                                             and fabricated fascia paint line
  Auburn Hills, MI 48326                                                               and sixteen "Flexpainter" paint
                                                                                       application robots, and
                                                                                       including all additions,
                                                                                       attachments, accessories and
                                                                                       accessions thereto, and any and
                                                                                       all substitutions, replacements
                                                                                       or exchanges therefor, and all
                                                                                       insurance and/or other proceeds
                                                                                       thereof by and between Lessee
                                                                                       and Lessor whether now owned or
                                                                                       hereafter acquired

     LDM Technologies                                      D731503        1/9/01       One Linde forklift together
       Incorporated                                                                    with all present and future
   2500 Executive Drive                                                                attachments, accessories,
  Auburn Hills, MI 48326                                                               replacement parts, additions,
                                                                                       and all cash and non-cash
                                                                                       proceeds thereof

    LDM Technologies -                                     D482034        2/23/99      Jetfax M910
       Hartland Div.
      1502 Old US 23
    Hartland, MI 48353

     LDM Technologies                                      D266379        8/7/97       Two Crown models with exide
  Inc./Deco Trim Division                                                              batteries and exide chargers
     30150 S. Hill Rd.
   New Hudson, MI 48165

     LDM Technologies                                      D277845        9/9/97       Reconditioned Crown with
 2500 Executive Hills Dr.                                                              used battery and used charger
  Auburn Hills, MI 48326
</TABLE>


                                     -27-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                             <C>                           <C>                   <C>          <C>
 LDM Technologies, Inc.           LMA Capital Group, LLC      Secretary of State,     3/2/01       X
     1250 Maplelawn              2000 Powell Street, Suite         Michigan
     Troy, MI 48084                        1203
                                   Emeryville, CA 94608

    LDM Technologies               Ikon Office Solutions      Secretary of State,     3/2/01       X
    705 E. Van Ripper               2780 44th Street SW            Michigan
  Fowlerville, MI 48836           Grand Rapids, MI 49509

  LDM Technologies Inc.            Crown Credit Company       Secretary of State,     3/2/01       X
      2776 Commerce                 40 S Washington St             Michigan
Rochester Hills, MI 48309          New Bremen, OH 45869


  LDM Technologies Inc.            Crown Credit Company       Secretary of State,     3/2/01       X
      2776 Commerce                 40 S Washington St             Michigan
Rochester Hills, MI 48309          New Bremen, OH 45869


    LDM Technologies               Lease Corporation of       Secretary of State,     3/2/01       X
  502 S. Shiawassee St.                   America                  Michigan
    Corunna, MI 48817              340 E. Big Beaver Rd.
                                          Ste 560
                                      Troy, MI 48043

   L D M Technologies               Pitney Bowes Credit       Secretary of State,     3/2/01       X
   503 S Shiawassee St                  Corporation                Michigan
    Corunna, MI 48817               27 Waterview Drive
                                     Shelton, CT 06484


<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg

<S>                              <C>   <C>   <C>          <C>            <C>          <C>
 LDM Technologies, Inc.                                    D224437        4/23/97      One Lantech Q-300 Stretch
     1250 Maplelawn                                                                    Wrapper re Lease No.
     Troy, MI 48084                                                                    Z04972550


    LDM Technologies                                       D396145        7/9/98       Sharp office equipment
    705 E. Van Ripper
  Fowlerville, MI 48836

  LDM Technologies Inc.                                    D408878        8/11/98      Two Crown models and two
      2776 Commerce                                                                    battery models
Rochester Hills, MI 48309


  LDM Technologies Inc.                                    D483524        2/25/99      Two Crown models and four
      2776 Commerce                                                                    battery models
Rochester Hills, MI 48309


    LDM Technologies                                       D471337        1/26/99      One Canon NP-6035
  502 S. Shiawassee St.
    Corunna, MI 48817



   L D M Technologies                                      D483113        2/24/99      Blanket equipment - All
   503 S Shiawassee St                                                                 equipment of whatever nature
    Corunna, MI 48817                                                                  manufactured, sold or
                                                                                       distributed by Pitney Bowes
                                                                                       Credit Inc., Monarch
                                                                                       Marketing Systems Inc.,
                                                                                       Pitney Bowes Credit Corp.,
                                                                                       Dictaphone Corp., and subject
                                                                                       to lease dated 10/22/98
                                                                                       between Debtor and Secured
                                                                                       Party and all proceeds,
                                                                                       additions thereto and
                                                                                       replacements thereof

</TABLE>



                                     -28-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search        UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                   <C>          <C>
  LDM Technologies -                 Spartan Oil Corp.         Secretary of State,   3/2/01        X
   Molmec Novi Div.                  419 Spring Street              Michigan
 705 E. Van Riper Road               Lansing, MI 48912
 Fowlerville, MI 48836


 LDM Technologies Inc.              Crown Credit Company       Secretary of State,   3/2/01        X
 30150 South Hill Road             40 S. Washington Street          Michigan
 New Hudson, MI 48165               New Bremen, OH 45869


LDM Technologies, Inc.                      N/A                US District Court -   3/12/01
                                                                Eastern District,
                                                                    Michigan
                                                                (Flint Division)




LDM Technologies, Inc.                      N/A                US District Court -   3/12/01
                                                                Eastern District,
                                                                    Michigan
                                                                (Flint Division)






LDM Technologies, Inc.                      N/A                US District Court -   3/12/01
                                                                Eastern District,
                                                                    Michigan
                                                               (Detroit Division)


<CAPTION>

        Debtor                   Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                        &                                      Comments/Collateral
                                             Judg

<S>                              <C>  <C>   <C>          <C>            <C>          <C>
  LDM Technologies -                                      D587897        11/16/99     One Balcrank hand operated
   Molmec Novi Div.                                                                   gear oil pump and one
 705 E. Van Riper Road                                                                Balcrank 120# keg dolly
 Fowlerville, MI 48836


 LDM Technologies Inc.                                    D701730        10/6/00      One Crown lift truck with
 30150 South Hill Road                                                                exidde battery and exide
 New Hudson, MI 48165                                                                 charger


LDM Technologies, Inc.                        X          99-CV-60801     11/3/99      BARBARA PUTMAN V. LDM
                                                                                      TECHNOLOGIES, INCORPORATED
                                                                                      AND AIG LIFE INSURANCE
                                                                                      COMPANY. Labor employment
                                                                                      matter. Order with stipulation
                                                                                      dismissing the case with
                                                                                      prejudice on 12/21/00

LDM Technologies, Inc.                        X         98-CV-70824     2/24/98       LDM TECHNOLOGIES,
                                                                                      INCORPORATED V. PAUL MILLER,
                                                                                      Counter-Claim OF PAUL MILLER
                                                                                      V. LDM TECHNOLOGIES,
                                                                                      INCORPORATED. Contract
                                                                                      matter. Order with stipulation
                                                                                      dismissing the case with
                                                                                      prejudice and without costs on
                                                                                      11/15/99

LDM Technologies, Inc.                        X          99-CV-60801    11/3/99       BARBARA PUTMAN V. LDM
                                                                                      TECHNOLOGIES, INCORPORATED
                                                                                      AND AIG LIFE INSURANCE
                                                                                      COMPANY. Labor employment
                                                                                      matter. Order with stipulation
                                                                                      dismissing the case with
                                                                                      prejudice on 12/21/00


</TABLE>


                                     -29-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                Secured Party            Jurisdiction         Search        UCC
(as shown on statement)  (as shown on statement)                            through
                                                                             date

<S>                      <C>                        <C>                    <C>          <C>
LDM Technologies, Inc.          N/A                 US District Court -     3/12/01
                                                     Eastern District,
                                                          Michigan
                                                     (Detroit Division)






LDM Technologies, Inc.          N/A                 US District Court -     3/12/01
                                                     Eastern District,
                                                          Michigan
                                                         (Ann Arbor
                                                         Division)



LDM Technologies, Inc.          N/A                 US District Court -     3/12/01
                                                     Eastern District,
                                                          Michigan
                                                         (Ann Arbor
                                                         Division)





LDM Technologies, Inc.          N/A                    US Bankruptcy        3/13/01
                                                      Court - Eastern
                                                     District, Michigan
                                                      (Flint Division)

LDM Technologies, Inc.          N/A                    US Bankruptcy        3/13/01
                                                      Court - Eastern
                                                     District, Michigan
                                                     (Detroit Division)




<CAPTION>

        Debtor           Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                &                                      Comments/Collateral
                                     Judg

<S>                      <C>  <C>    <C>        <C>              <C>         <C>
LDM Technologies, Inc.                X         98-CV-70824      2/24/98     LDM TECHNOLOGIES,
                                                                             INCORPORATED V. PAUL MILLER,
                                                                             Counter-Claim OF PAUL MILLER
                                                                             V. LDM TECHNOLOGIES,
                                                                             INCORPORATED. Contract
                                                                             matter. Order with stipulation
                                                                             dismissing the case with
                                                                             prejudice and without costs on
                                                                             11/5/99

LDM Technologies, Inc.                X         99-CV-60801      11/3/99     BARBARA PUTMAN V. LDM
                                                                             TECHNOLOGIES, INCORPORATED
                                                                             AND AIG LIFE INSURANCE
                                                                             COMPANY. Labor employment
                                                                             matter. Order with stipulation
                                                                             dismissing the case with
                                                                             prejudice on 12/21/00

LDM Technologies, Inc.                X         98-CV-70824      2/24/98     LDM TECHNOLOGIES,
                                                                             INCORPORATED V. PAUL MILLER,
                                                                             Counter-Claim of PAUL MILLER
                                                                             V. LDM TECHNOLOGIES,
                                                                             INCORPORATED. Contract
                                                                             matter. Order with stipulation
                                                                             dismissing the case with
                                                                             prejudice and without costs on
                                                                             11/5/99

LDM Technologies, Inc.                X             N/A            N/A       No Bankruptcy cases on file
                                                                             from 1/2/90



LDM Technologies, Inc.                X          97-04336        4/30/97     FRED J. DERY V. LDM
                                                                             TECHNOLOGIES, INC. AND
                                                                             ARROW, N.A., INC. Default
                                                                             judgment granted against
                                                                             LDM Technologies, Inc. and
                                                                             Arrow, N.A., Inc. on 8/5/97
</TABLE>


                                     -30-
<PAGE>
<TABLE>
<CAPTION>

          Debtor                     Secured Party                Jurisdiction         Search     UCC
 (as shown on statement)        (as shown on statement)                               through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
LDM Technologies, Inc.                  N/A                    Livingston County,     3/14/01      X
                                                                    Michigan



  LDM Technologies, Inc.        BankAmerica Business           Livingston County,     3/14/01
2500 Executive Hills Drive        Credit, Inc., for                 Michigan
  Auburn Hills, MI 48326         itself and as Agent
                               231 South LaSalle Street
                                  Chicago, IL 60697













  LDM Technologies, Inc.         BankAmerica Business          Livingston County,     3/14/01
2500 Executive Hills Drive        Credit, Inc., for                 Michigan
  Auburn Hills, MI 48326            itself and as
                                        Agent
                               231 South LaSalle Street
                                  Chicago, IL 60697

<CAPTION>

          Debtor               Fix    Liens   Suits      File No.     File Date          Search Results
 (as shown on statement)                        &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>        <C>         <C>             <C>
LDM Technologies, Inc.                                   N/A              N/A         No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

  LDM Technologies, Inc.        X                        Liber 2294       2/12/98     BLANKET (FIXTURE) - All of the
2500 Executive Hills Drive                               Page 0064                    Debtor's right, title and interest
  Auburn Hills, MI 48326                                                              in the personal property, whether
                                                                                      now owned or existing or hereafter
                                                                                      acquired or arising and regardless
                                                                                      of where located described below,
                                                                                      including, without limitation, all
                                                                                      accounts, chattel paper,
                                                                                      contracts, deposit accounts,
                                                                                      documents, equipment, fixtures,
                                                                                      general intangibles, goods,
                                                                                      instruments, inventory, machinery,
                                                                                      motor vehicles, money, cash or
                                                                                      cash equivalent, and proceeds and
                                                                                      products of all or any of the
                                                                                      foregoing, as more fully described
                                                                                      below.

                                                                                      Exhibit B Legal Description
                                                                                      attached

  LDM Technologies, Inc.        X                        Liber 2613        7/6/99     AMENDMENT to original Liber
2500 Executive Hills Drive                               Page 0985                    2294 Page 0064, changing
  Auburn Hills, MI 48326                                                              Secured Party to

                                                                                      Bank of America Trust and Savings
                                                                                      Association for itself and as
                                                                                      Agent
                                                                                      231 South LaSalle Street,
                                                                                      Suite 1600
                                                                                      Chicago, IL 60697

</TABLE>





                                      -31-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.         BankAmerica Business         Livingston County,      3/14/01
2500 Executive Hills Drive        Credit, Inc., for                Michigan
  Auburn Hills, MI 48326         itself and as Agent
                               231 South LaSalle Street
                                  Chicago, IL 60697






LDM Technologies, Inc.                   N/A                  Livingston County,      3/14/01
                                                                   Michigan



LDM Technologies, Inc.                   N/A                  Livingston County,      3/15/01
                                                                   Michigan


LDM Technologies, Inc.                   N/A                   Oakland County,        3/15/01       X
                                                                   Michigan


<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>        <C>           <C>            <C>
  LDM Technologies, Inc.        X                        Liber 2628     7/29/99       AMENDMENT to original Liber
2500 Executive Hills Drive                               Page 0151                    2294 Page 0064, changing
  Auburn Hills, MI 48326                                                              Secured Party to

                                                                                      Bank of America Trust and
                                                                                      Savings Association for
                                                                                      itself and as Agent 231
                                                                                      South LaSalle Street,
                                                                                      Suite 1600 Chicago, IL
                                                                                      60697

LDM Technologies, Inc.                 X                    N/A             N/A       No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

LDM Technologies, Inc.                         X            N/A             N/A       No Pending
                                                                                      Suits/Judgments on file
                                                                                      from 10 years past.

LDM Technologies, Inc.                                      N/A             N/A       No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records.
</TABLE>





                                      -32-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party            Jurisdiction          Search         UCC
(as shown on statement)        (as shown on statement)                              through
                                                                                     date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.           BankAmerica Business      Oakland County,        3/15/01
2500 Executive Hills Drive     Credit, Inc., for itself and      Michigan
  Auburn Hills, MI 48326                 as Agent
                                 231 South LaSalle Street
                                    Chicago, IL 60697
















  LDM Technologies, Inc.           BankAmerica Business      Oakland County,        3/15/01
2500 Executive Hills Drive     Credit, Inc., for itself and     Michigan
  Auburn Hills, MI 48326                 as Agent
                                 231 South LaSalle Street
                                    Chicago, IL 60697



<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.        File Date         Search Results
(as shown on statement)                         &                                          Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>             <C>             <C>
  LDM Technologies, Inc.         X                         Liber 18271      3/30/98        BLANKET (FIXTURE) - All of the
2500 Executive Hills Drive                                   Page 385                      Debtor's right, title and interest
  Auburn Hills, MI 48326                                                                   in the personal property, whether
                                                                                           now owned or existing or hereafter
                                                                                           acquired or arising and regardless
                                                                                           of where located described below,
                                                                                           including, without limitation, all
                                                                                           accounts, chattel paper, contracts,
                                                                                           deposit accounts, documents,
                                                                                           equipment, fixtures, general
                                                                                           intangibles, goods, instruments,
                                                                                           inventory, machinery, motor
                                                                                           vehicles, money, cash or cash
                                                                                           equivalent, and proceeds and
                                                                                           products of all or any of the
                                                                                           foregoing, as more fully described
                                                                                           below.

                                                                                           Exhibit B Legal Description
                                                                                           attached



  LDM Technologies, Inc.         X                         Liber 20177      6/24/99        AMENDMENT to Liber 18271
2500 Executive Hills Drive                                   Page 003                      Page 385, changing Secured
  Auburn Hills, MI 48326                                                                   Party to

                                                                                           Bank of America National Trust and
                                                                                           Savings Association for itself and
                                                                                           as Agent
                                                                                           231 South LaSalle Street,
                                                                                           Suite 1600
                                                                                           Chicago, IL 60697

</TABLE>







                                      -33-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                       Secured Party             Jurisdiction          Search      UCC
(as shown on statement)        (as shown on statement)                              through
                                                                                      date
<S>                            <C>                           <C>                    <C>          <C>
  LDM Technologies, Inc.           BankAmerica Business        Oakland County,       3/15/01
2500 Executive Hills Drive     Credit, Inc., for itself and       Michigan
  Auburn Hills, MI 48326                 as Agent
                                 231 South LaSalle Street
                                    Chicago, IL 60697




   LDM Industries, Inc.            BankAmerica Business        Oakland County,       3/15/01
2500 Executive Hills Drive        Credit, Inc., as Agent          Michigan
 Auburn Hills, MI 48326          231 South LaSalle Street
                                    Chicago, IL 60697


  LDM Technologies, Inc.           BankAmerica Business        Oakland County,       3/15/01
2500 Executive Hills Drive     Credit, Inc., for itself and       Michigan
  Auburn Hills, MI 48326                 as Agent
                                 231 South LaSalle Street
                                    Chicago, IL 60697










   LDM Technologies, Inc.                  N/A                 Oakland County,       3/15/01
                                                                  Michigan



   LDM Technologies, Inc.                  N/A                 Oakland County,       3/16/01
                                                                  Michigan

   LDM Technologies, Inc.                  N/A                 Oakland County,       3/16/01
                                                                  Michigan

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>        <C>           <C>             <C>
  LDM Technologies, Inc.        X                          Liber 20393   8/11/99       AMENDMENT to original to
2500 Executive Hills Drive                                   Page 329                  Liber 18271 Page 385,
  Auburn Hills, MI 48326                                                               changing Secured Party to

                                                                                       Bank of America National
                                                                                       Trust and Savings Association,
                                                                                       for itself and as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600 Chicago, IL 60697

   LDM Industries, Inc.         X                          Liber 22224   1/18/01       RELEASE of original Liber
2500 Executive Hills Drive                                 Page 859                    18271 Page 385, releasing two
 Auburn Hills, MI 48326                                                                injection molding machines
                                                                                       with all attachments and
                                                                                       accessories

  LDM Technologies, Inc.        X                          Liber 22224   1/18/01       RELEASE of original Liber
2500 Executive Hills Drive                                 Page 865                    18271 Page 385, releasing two
  Auburn Hills, MI 48326                                                               injection molding machines and
                                                                                       including all additions,
                                                                                       attachments, accessories and
                                                                                       accessions thereto, and any and
                                                                                       all substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other proceeds
                                                                                       thereof by and between Lessee and
                                                                                       Lessor whether now owned or
                                                                                       hereafter acquired

   LDM Technologies, Inc.               X                   N/A               N/A      No State/Federal tax Liens on
                                                                                       file and no EPA/ERISA Liens
                                                                                       tiled in the tax lien records
                                                                                       from 10 years past to present

   LDM Technologies, Inc.                      X         1997 002094 CK    12/8/97     LDM TECHNOLOGIES INC V. MUNN &
                                                                                       HUMMEL KUNSTSTOFF

   LDM Technologies, Inc.                      X         1997 551562 CZ    9/15/97     LDM TECHNOLOGIES INC V. VALK,
                                                                                       DIETER. Dismissal granted on
                                                                                       5/17/00
</TABLE>



                                      -34-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search          UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                      <C>             <C>
  LDM Technologies, Inc.                   N/A                  Oakland County,        3/16/01
                                                                   Michigan

  LDM Technologies, Inc.                   NIA                  Oakland County,         3/16101
                                                                   Michigan

  LDM Technologies, Inc.                   N/A                  Oakland County,         3/16101
                                                                   Michigan

  LDM Technologies, Inc.          BankAmerica Business        Saint Clair County,       3/13/01          X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697



















  LDM Technologies, Inc.          BankAmerica Business        Saint Clair County,   3/13/01          X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697
















<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>      <C>             <C>             <C>
  LDM Technologies, Inc.                        X      1999 017992 CK   10/4/99        BARBARA PUTMAN V. LDM
                                                                                       TECHNOLOGIES INC

  LDM Technologies, Inc.                        X      2000 026597 CK   10/9/00        GIRARD G. PHILLIPS V. LDM
                                                                                       TECHNOLOGIES INC

  LDM Technologies, Inc.                        X      2000 027833 CK   12/4/00        MONETREX INC V. LDM
                                                                                       TECHNOLOGIES INC

  LDM Technologies, Inc.                               Liber 1699       2/12/98        BLANKET - All of the Debtor's
2500 Executive Hills Drive                             Page 547                        right, title and interest in the
  Auburn Hills, MI 48326                                                               personal property,
                                                                                       whether now owned or
                                                                                       existing or hereafter
                                                                                       acquired or arising and
                                                                                       regardless of where
                                                                                       located described below,
                                                                                       including, without
                                                                                       limitation, all
                                                                                       accounts, chattel paper,
                                                                                       contracts, deposit
                                                                                       accounts, documents,
                                                                                       equipment, fixtures,
                                                                                       general intangibles,
                                                                                       goods, instruments,
                                                                                       inventory, machinery,
                                                                                       motor vehicles, money,
                                                                                       cash or cash equivalent,
                                                                                       and proceeds and
                                                                                       products of all or any
                                                                                       of the foregoing, as
                                                                                       more fully described
                                                                                       below

                                                                                       Exhibit B Legal Description
                                                                                       attached

  LDM Technologies, Inc.                               Liber 1913       6/23/99        AMENDMENT to original Liber
2500 Executive Hills Drive                             Page 436                        1699 Page 547, changing
  Auburn Hills, MI 48326                                                               Secured Party to

                                                                                       Bank of America National
                                                                                       Trust and Savings Association
                                                                                       as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697
</TABLE>


                                      -35-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.          BankAmerica Business        Saint Clair County,     3/13/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                  Chicago, IL 60697





  LDM Technologies, Inc.                   N/A                Saint Clair County,     3/13/01
                                                                   Michigan


  LDM Technologies, Inc.                   N/A                Saint Clair County,     3/15/01
                                                                   Michigan

  LDM Technologies, Inc.                   N/A                Saint Clair County,     3/15/01
                                                                   Michigan

  LDM Technologies, Inc.                   N/A                  Sanilac County,       3/21/01       X
                                                                   Michigan



  LDM Technologies, Inc.                   N/A                  Sanilac County,       3/21/01
                                                                   Michigan

  LDM Technologies, Inc.                   N/A                  Sanilac County,       3/21/01
                                                                   Michigan


<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.        File Date         Search Results
(as shown on statement)                         &                                          Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>             <C>             <C>
  LDM Technologies, Inc.                                   Liber 1940       9/1/99         AMENDMENT to original Liber 1699
2500 Executive Hills Drive                                  Page 849                       Page 547, changing Secured Party
  Auburn Hills, MI 48326                                                                   to

                                                                                           Bank of America National Trust and
                                                                                           Savings Association as Agent
                                                                                           231 South LaSalle Street,
                                                                                           Suite 1600
                                                                                           Chicago, IL 60697

  LDM Technologies, Inc.        X                             N/A            N/A           No State/Federal tax Liens on
                                                                                           file and no EPA/ERISA Liens
                                                                                           filed in the tax lien records
                                                                                           from 10 years to present

   LDM Technologies, Inc.                X                     N/A            N/A          No Pending Suits/Judgements
                                                                                           on file from 10 years past

   LDM Technologies, Inc.                      X              N/A            N/A           No Pending Suits/Judgements
                                                                                           on file from 10 years past

   LDM Technologies, Inc.                                     N/A            N/A           No statements on file. This
                                                                                           search includes any fixture
                                                                                           statements indexed in the UCC
                                                                                           records

   LDM Technologies, Inc.       X                             N/A            N/A           No UCC fixture statements on
                                                                                           file

   LDM Technologies, Inc.               X                     N/A            N/A           No State/Federal tax Liens on
                                                                                           file and no EPA/ERISA Liens
                                                                                           filed in the tax lien records
                                                                                           from 10 years past to present
</Table>



                                      -36-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.                N/A                   Sanilac County,       3/20/01
                                                                  Michigan









   LDM Technologies, Inc.                N/A                     Shiawassee          3/14/01         X
                                                              County, Michigan



   LDM Technologies, Inc.                N/A                     Shiawassee          3/14/01
                                                              County, Michigan

   LDM Technologies, Inc.                N/A                     Shiawassee          3/14/01
                                                              County, Michigan



   LDM Technologies, Inc.                N/A                     Shiawassee          3/14/01
                                                              County, Michigan

     LDM Industries Inc        The Huntington National       Secretary of State,     1/5/01          X
  d/b/a LDM Technologies,               Bank                        Ohio
            Inc.                41 South High Street
    d/b/a Arrow NA, Inc          Columbus, OH 43215
d/b/a Arrow Molded Plastics,
            Inc
 2500 Executive Hills Drive
   Auburn Hills, MI 48326

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>           <C>
   LDM Technologies, Inc.                      X             N/A         N/A         No Pending Suits/Judgments
                                                                                     on file from 10 years past.
                                                                                     GIRARD G. PHILLIPS V. LDM
                                                                                     TECHNOLOGIES Inc, formerly
                                                                                     proceeding in Sanilac County as
                                                                                     Case # 00-27329-CK, changed venue
                                                                                     by Order dated to 9/21/00,
                                                                                     becoming Case #2000 026597 CK in
                                                                                     Oakland County, MI

   LDM Technologies, Inc.                                    N/A         N/A         No statements on file. This
                                                                                     search includes any fixture
                                                                                     statements indexed in the UCC
                                                                                     records

   LDM Technologies, Inc.       X                            N/A         N/A         No UCC fixture statements on
                                                                                     tile

   LDM Technologies, Inc.              X                     N/A         N/A         No State/Federal tax Liens on
                                                                                     file and no EPA/ERISA Liens
                                                                                     filed in the tax lien records
                                                                                     from 10 years past to present

   LDM Technologies, Inc.                      X             N/A         N/A         No Pending Suits/Judgments
                                                                                     on file from 10 years past

     LDM Industries Inc                                    AN07082      9/30/96      BLANKET - All of Debtor's
  d/b/a LDM Technologies,                                                            inventory.
            Inc.
    d/b/a Arrow NA, Inc
d/b/a Arrow Molded Plastics,
            Inc
 2500 Executive Hills Drive
   Auburn Hills, MI 48326
</TABLE>




                                      -37-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction           Search        UCC
(as shown on statement)        (as shown on statement)                                  through
                                                                                          date
<S>                            <C>                           <C>                        <C>            <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,        1/5/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
 Auburn Hills, MI 48326           23 1 South LaSalle Street
     FEIN: 38-2690171                 Chicago, IL 60697














  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,        1/5/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          23 1 South LaSalle Street
     FEIN: 38-2690171                 Chicago, IL 60697

  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,        1/5/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
     FEIN: 38-2690171                 Chicago, IL 60697

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>        <C>           <C>             <C>
  LDM Technologies, Inc.                                   AN34626     1/22/97         BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                             right, title and interest in the
 Auburn Hills, MI 48326                                                                personal property, whether now
     FEIN: 38-2690171                                                                  owned or existing or hereafter
                                                                                       acquired or arising and regardless
                                                                                       of where located described below,
                                                                                       including, without limitation, all
                                                                                       accounts, chattel paper,
                                                                                       contracts, deposit accounts,
                                                                                       documents, equipment, fixtures,
                                                                                       general intangibles, goods,
                                                                                       instruments, inventory, machinery,
                                                                                       motor vehicles, money, cash or
                                                                                       cash equivalent, and proceeds and
                                                                                       products of all or any of the
                                                                                       foregoing, as more fully described
                                                                                       below

  LDM Technologies, Inc.                                 07169704202   7/15/97         PARTIAL RELEASE of original
2500 Executive Hills Drive                                                             AN34626, releasing one injection
  Auburn Hills, MI 48326                                                               molding machine together with all
     FEIN: 38-2690171                                                                  component parts

  LDM Technologies, Inc.                                 07239725804   7/23/97         AMENDMENT to original AN34626,
2500 Executive Hills Drive                                                             deleting original Exhibit A in its
  Auburn Hills, MI 48326                                                               entirety and replacing it with
     FEIN: 38-2690171                                                                  attached Exhibit A
</TABLE>




                                      -38-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                        date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,      1/5/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697





  LDM Technologies, Inc.            BankAmerica Business      Secretary of State,
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio              1/5/01      X
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697






   LDM Industries, Inc.             BankAmerica Business      Secretary of State,      1/5/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697

   LDM Industries, Inc.             BankAmerica Business      Secretary of State,      1/5/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
 Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697










<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>        <C>           <C>             <C>
  LDM Technologies, Inc.                                 19991740443   6/22/99         AMENDMENT to original AN34626,
2500 Executive Hills Drive                                                             changing Secured Party to
  Auburn Hills, MI 48326
                                                                                       Bank of America National Trust and
                                                                                       Savings Association as Agent
                                                                                       hereafter acquired
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697

  LDM Technologies, Inc.                                 19992070245   7/26/99         AMENDMENT to original
2500 Executive Hills Drive                                                             AN34626, changing Secured Party to
  Auburn Hills, MI 48326
                                                                                       Bank of America National
                                                                                       Trust and Savings Association
                                                                                       as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697

   LDM Industries, Inc.                                  20010380170   1/8/01          RELEASE of original AN34626
2500 Executive Hills Drive                                                             releasing two injection
  Auburn Hills, MI 48326                                                               molding machine with all
                                                                                       attachments and accessories

   LDM Industries, Inc.                                  20010610494   2/14/01         PARTIAL RELEASE of original
2500 Executive Hills Drive                                                             AN34626, releasing two
 Auburn Hills, MI 48326                                                                injection molding machines
                                                                                       and including all additions,
                                                                                       attachments, accessories and
                                                                                       accessions thereto, and any
                                                                                       and all substitutions,
                                                                                       replacements or exchanges
                                                                                       therefor, and all insurance
                                                                                       and/or other proceeds thereof
                                                                                       by and between Lessee and
                                                                                       Lessor whether now owned or
                                                                                       hereafter acquired
</TABLE>



                                      -39-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
     LDM Technologies              LMA Capital Group, LLC      Secretary of State,     1/5/01      X
 600 South Clinton Street        2000 Powell St., Suite 1203          Ohio
  Circleville, OH 43113             Emeryville, CA 94608

     LDM Technologies              LMA Capital Group, LLC      Secretary of State,     1/5/01      X
 600 South Clinton Street        2000 Powell St., Suite 1203          Ohio
  Circleville, OH 43113             Emeryville, CA 94608




  LDM Technologies, Inc.         M&I First National Leasing    Secretary of State,     1/5/01      X
2500 Executive Hills Blvd.                  Corp.                     Ohio
  Auburn Hills, MI 48326            250 E. Wisconsin Ave.
                                     Milwaukee, WI 53202




  LDM Technologies, Inc.         M&I First National Leasing    Secretary of State,     1/5/01      X
500 Executive Hills Blvd.                   Corp.                     Ohio
  Auburn Hills, MI 48326            250 E. Wisconsin Ave.
                                     Milwaukee, WI 53202






     LDM Technologies               Diversified Material       Secretary of State,     1/5/01      X
     800 Independence                  Handling, Inc.                 Ohio
    Napoleon, OH 43545              83 10 Airport Highway
                                      Holland, OH 43528




<CAPTION>

        Debtor                 Fix    Liens   Suits      File No.     File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>     <C>             <C>             <C>
     LDM Technologies                                      AN59385     4/25/97         One Lantech Stretch Wrapper
 600 South Clinton Street
  Circleville, OH 43113

     LDM Technologies                                  08069701807     8/5/97          ASSIGNMENT of original
 600 South Clinton Street                                                              AN59385, assigning to
  Circleville, OH 43113
                                                                                       The CIT Group/Equipment Financing,
                                                                                       Inc. 900 Ashwood Parkway Atlanta,
                                                                                       GA 30338

  LDM Technologies, Inc.                                 AP0140658     6/1/98          One new deionization system
2500 Executive Hills Blvd.                                                             w/tank and pump assemblies,
  Auburn Hills, MI 48326                                                               pretreatment assemblies and
                                                                                       quality enhancement equipment
                                                                                       including all attachments,
                                                                                       accessories, appurtenances,
                                                                                       accessions & substitutions

  LDM Technologies, Inc.                               19982460129     8/28/98         AMENDMENT to original
500 Executive Hills Blvd.                                                              AP0057190, changing collateral to
  Auburn Hills, MI 48326
                                                                                       One new deionization system w/tank
                                                                                       and pump assemblies, pretreatment
                                                                                       assemblies and quality enhancement
                                                                                       equipment more particularly
                                                                                       described on Schedule A attached
                                                                                       hereto and made a part hereof

     LDM Technologies                                    AP0140658     4/12/99         Toyota forklift truck, assigned to
     800 Independence
    Napoleon, OH 43545                                                                 Toyota Motor Credit
                                                                                       Corporation
                                                                                       PO Box 3457
                                                                                       Torrance, CA 90504-3457
</TABLE>




                                      -40-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.           General Electric Capital    Secretary of State,    1/5/01        X
2500 Executive Hills Drive                Corporation                  Ohio
  Auburn Hills, MI 48326            1787 Sentry Parkway/West
                                  16 Sentry Park/West; Suite
                                              200
                                      Blue Bell, PA 19422







  LDM Technologies, Inc.            Toyota Motor Credit Corp    Secretary of State,    1/5/01        X
      110 N 8th St                       PO Box 3457                   Ohio
Byesville, OH 43723-1048             Torrance, CA 90510

 LDM Technologies, Inc.             Toyota Motor Credit Corp    Secretary of State,    1/5/01        X
      110 N 8th St                       PO Box 3457                   Ohio
Byesville, OH 43723-1048             Torrance, CA 90510

   LDM Technologies, Inc             Advance Acceptance         Secretary of State,    l/5/01        X
 110 North Eighth Street                 Corporation                   Ohio
   Byesville, OH 43723             13755 First Avenue South
                                     Plymouth, MN 55441

   LDM Technologies, Inc.            Milacron Marketing         Secretary of State,    1/5/01        X
2500 Executive Hills Drive                Company                       Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

<CAPTION>

        Debtor                      Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                           &                                      Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>            <C>           <C>
   LDM Technologies, Inc.                                 AP0163818      7/26/99       One injection molding
2500 Executive Hills Drive                                                             machine and including all
  Auburn Hills, MI 48326                                                               additions, attachments,
                                                                                       accessories and accessions
                                                                                       thereto, and any and all
                                                                                       substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other
                                                                                       proceeds thereof by and
                                                                                       between Lessee/Debtor and
                                                                                       Lessor/Secured Party whether
                                                                                       now owned or hereafter
                                                                                       acquired

  LDM Technologies, Inc.                                  AP0222271      2/24/00       Seven new Toyota Forklift
      110 N 8th St                                                                     Trucks
Byesville, OH 43723-1048

 LDM Technologies, Inc.                                   AP0229144      3/30/00       Two new Toyota Forklift
      110 N 8th St                                                                     Trucks
Byesville, OH 43723-1048

   LDM Technologies, Inc                                  AP0251266      6/26/00       One Powerboss sweeper
 110 North Eighth Street                                                               scrubber
   Byesville, OH 43723

   LDM Technologies, Inc.                                 AP280575       9/19/00       One Plastics Injection
2500 Executive Hills Drive                                                             Molding Machine and
  Auburn Hills, MI 48326                                                               Auxiliary Equipment

</Table>


                                      -41-


<PAGE>



<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date
<S>                             <C>                             <C>                    <C>           <C>
    LDM Industries, Inc.             Milacron Marketing         Secretary of State,    1/5/01        X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103










   LDM Technologies, Inc.            Milacron Marketing         Secretary of State,    1/5/01        X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

   LDM Technologies, Inc.            Milacron Marketing         Secretary of State,    1/5/01        X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

   LDM Technologies, Inc.            Advance Acceptance         Secretary of State,    1/5/01        X
  110 North Eighth Street               Corporation                    Ohio
    Byesville, OH 43723           13755 First Avenue North
                                     Plymouth, MN 55441

   LDM Technologies, Inc.       Air Technologies, a division    Secretary of State,    1/5/01        X
     110 N. 8th Street              of Ohio Transmission               Ohio
    Byesville, OH 43723                 Corporation
                                     666 Parsons Avenue
                                     Columbus, OH 43206


<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                              <C>   <C>    <C>       <C>            <C>           <C>
    LDM Industries, Inc.                                20010610492    2/14/01       PARTIAL RELEASE of original
2500 Executive Hills Drive                                                           AP280575, releasing two
  Auburn Hills, MI 48326                                                             injection molding machines
                                                                                     and including all additions,
                                                                                     attachments, accessories and
                                                                                     accessions thereto, and any
                                                                                     and all substitutions,
                                                                                     replacements or exchanges
                                                                                     therefor, and all insurance
                                                                                     and/or other proceeds thereof
                                                                                     by and between Lessee and
                                                                                     Lessor whether now owned or
                                                                                     hereafter acquired

   LDM Technologies, Inc.                               AP280576       9/19/00       One Plastics Injection
2500 Executive Hills Drive                                                           Molding Machine and
  Auburn Hills, MI 48326                                                             Auxiliary Equipment

   LDM Technologies, Inc.                               AP280577       9/19/00       One Plastics Injection
2500 Executive Hills Drive                                                           Molding Machine and
  Auburn Hills, MI 48326                                                             Auxiliary Equipment

   LDM Technologies, Inc.                               AP293701       10/16/00      One Nilfisk advance model
  110 North Eighth Street                                                            2052LP rider
    Byesville, OH 43723

   LDM Technologies, Inc.                               AP293500       11/17/00      One Atlas Copco Compressor,
     110 N. 8th Street                                                               one Van air activated carbon
    Byesville, OH 43723                                                              vapor absorbing filter with
                                                                                     PD2 differential indicator kit,
                                                                                     and one Arrow heatless
                                                                                     regenerative compressed air
                                                                                     dryer

</TABLE>


                                      -42-

<PAGE>



<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.          General Electric Capital     Secretary of State,    1/5/01        X
2500 Executive Hills Drive               Corporation                  Ohio
   Auburn Hills, MI 48326            1301 Virginia Drive
                                          Suite 200
                                   Ft. Washington, PA 19034








   LDM Technologies, Inc.          General Electric Capital     Secretary of State,    1/5/01        X
2500 Executive Hills Drive               Corporation                   Ohio
   Auburn Hills, MI 48326            1301 Virginia Drive
                                          Suite 200
                                   Ft. Washington, PA 19034







  L D M Technologies Inc.           Diversified Material        Secretary of State,    1/5/01        X
   800 Industrial Drive                Handling, Inc.                  Ohio
    Napoleon, OH 43545              8310 Airport Highway
                                      Holland, OH 43528


 L D M Technologies, Inc.           Diversified Material        Secretary of State,    1/5/01        X
    800 Independence                   Handling, Inc.                  Ohio
   Napoleon, OH 43545               8310 Airport Highway
                                     Holland, OH 43528


<CAPTION>

        Debtor                      Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                           &                                      Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>            <C>           <C>
   LDM Technologies, Inc.                                 AP308694       1/8/01        One injection molding
2500 Executive Hills Drive                                                             machine and including all
   Auburn Hills, MI 48326                                                              additions, attachments,
                                                                                       accessories and accessions
                                                                                       thereto, and any and all
                                                                                       substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other
                                                                                       proceeds thereof by and
                                                                                       between Lessee and
                                                                                       Lessor whether now owned or
                                                                                       hereafter acquired

   LDM Technologies, Inc.                                 AP308699       1/8/01        Two injection molding
2500 Executive Hills Drive                                                             machines and including all
   Auburn Hills, MI 48326                                                              additions, attachments,
                                                                                       accessories and accessions
                                                                                       thereto, and any and all
                                                                                       substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other
                                                                                       proceeds thereof by and
                                                                                       between Lessee and
                                                                                       Lessor whether now owned or
                                                                                       hereafter acquired

  LDM Technologies Inc.                                   AP0106539      12/9/98       Toyota forklift truck, assigned
   800 Industrial Drive                                                                to
    Napoleon, OH 43545
                                                                                       Toyota motor credit corp.
                                                                                       PO Box 3457
                                                                                       Torrance, CA 90504-3457

 LDM Technologies, Inc.                                   AP0111581      12/29/98      Two Toyotas with sideshifter,
    800 Independence                                                                   forks, backup alarm, rear
   Napoleon, OH 43545                                                                  combination lights, mirrors,
                                                                                       strobe, assigned to

                                                                                       Toyota Motor Credit Corp.
                                                                                       PO Box 3457
                                                                                       Torrance, CA 90504
</TABLE>


                                      -43-


<PAGE>



<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
 L D M Technologies, Inc.           Diversified Material        Secretary of State,    1/5/01        X
   800 Industrial Drive                Handling, Inc.                  Ohio
    Napoleon, OH 43545              8310 Airport Highway
                                     Holland, OH 43528




 L D M Technologies Inc             Copelco Capital, Inc.       Secretary of State,    1/5/01        X
      110 N. 8th                         PO Box 728                    Ohio
  Byesville, OH 43723               Park Ridge, NJ 07656







 L D M Technologies Inc             Copelco Capital, Inc.       Secretary of State,    1/5/01        X
       110 N. 8th                        PO Box 728                   Ohio
  Byesville, OH 43723               Park Ridge, NJ 07656







 L D M Technologies, Inc.         Toyota Motor Credit Corp      Secretary of State,    1/5/01        X
       110 N 8th St                     PO Box 3457                   Ohio
   Byesville, OH 43723              Torrance, CA 90510


<CAPTION>

        Debtor                      Fix  Liens  Suits      File No.     File Date         Search Results
(as shown on statement)                           &                                     Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>           <C>            <C>
 L D M Technologies, Inc.                                 AP0111582      12/29/98      Two Toyotas with mast, forks, sideshifter,
   800 Industrial Drive                                                                backup alarm, rear combination lights,
    Napoleon, OH 43545                                                                 mirrors, strobe, assigned to

                                                                                       Toyota Motor Credit Corp.
                                                                                       PO Box 3457
                                                                                       Torrance, CA 90504

 L D M Technologies Inc                                   AP0205035      1/3/00        BLANKET EQUIPMENT - All Equipment now or
      110 N. 8th                                                                       hereafter leased by Lessor to Lessee, and all
  Byesville, OH 43723                                                                  accessions, additions, replacements and
                                                                                       substitutions thereto and therefor and all
                                                                                       proceeds (including insurance proceeds)
                                                                                       thereof, as more specifically identified in
                                                                                       the lease documentation on file at the
                                                                                       offices of the Lessor

 L D M Technologies Inc                                   AP0226896      3/29/00       BLANKET EQUIPMENT - All Equipment now or
       110 N. 8th                                                                      hereafter leased by Lessor to Lessee, and all
  Byesville, OH 43723                                                                  accessions, additions, replacements and
                                                                                       substitutions thereto and therefor and all
                                                                                       proceeds (including insurance proceeds)
                                                                                       thereof, as more specifically identified in
                                                                                       the lease documentation on file at the
                                                                                       offices of the Lessor

 L D M Technologies, Inc.                                 AP0244010      5/26/00       One new Toyota Forklift
       110 N 8th St                                                                    Truck
   Byesville, OH 43723
</TABLE>

                                      -44-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
 L D M Technologies, Inc.           Diversified Material        Secretary of State,    1/5/01        X
   800 Independence Dr.                   Handling                    Ohio
   Napoleon, OH 43545               8310 Airport Highway
                                     Holland, OH 43528








 L D M Technologies, Inc.           Diversified Material        Secretary of State,    1/5/01        X
    800 Independence                   Handling, Inc.                 Ohio
    Napoleon, OH 43545              8310 Airport Highway
                                      Holland, OH 43528








   LDM Technologies, Inc.                    N/A                US District Court -    3/12/01
                                                                Southern District,
                                                                      Ohio
                                                                   (Columbus
                                                                   Division)

   LDM Technologies, Inc.                    N/A                US District Court -    3/9/01        X
                                                                Northern District,
                                                                      Ohio
                                                                (Toledo Division)

   LDM Technologies, Inc.                    N/A                 US Bankruptcy         3/14/01
                                                                Court - Southern
                                                                 District, Ohio
                                                                   (Columbus
                                                                   Division)

<CAPTION>

        Debtor                      Fix  Liens  Suits     File No.     File Date          Search Results
(as shown on statement)                           &                                     Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>          <C>           <C>
 L D M Technologies, Inc.                                 AP288314      9/25/00       One new Toyota with mast, sideshifter,
   800 Independence Dr.                                                               back-up alarm, rear combination lights, dual
   Napoleon, OH 43545                                                                 fuel, non-marking solid tires, side view
                                                                                      mirrors and yellow strobe, assigned to

                                                                                      Toyota Motor Credit Corp.
                                                                                      2050 W. 190th St. Suite 206
                                                                                      PO Box 3457
                                                                                      Torrance, CA 90504-3457

 L D M Technologies, Inc.                                 AP288352      9/25/00       Two new Toyota forklifts with sideshifters,
    800 Independence                                                                  back-up alarms, rear combination lights, dual
    Napoleon, OH 43545                                                                fuel, non-marking solid pneumatic tires, side
                                                                                      view mirrors and yellow strobe, assigned to

                                                                                      Toyota Motor Credit
                                                                                      Corporation
                                                                                      1515 W. 190th St.
                                                                                      Torrance, CA 90509

   LDM Technologies, Inc.                                   N/A            N/A        No Pending Suits/Judgments on file from
                                                                                      1/4/88. This search includes any Federal Tax
                                                                                      Liens indexed in this court

   LDM Technologies, Inc.                                 99-CV-7471    8/5/99        BONNIE BRISKEY V. LDM TECHNOLOGIES INC. Labor
                                                                                      matter. Order dismissing the case with
                                                                                      prejudice on 6/19/00

   LDM Technologies, Inc.                                   N/A            N/A        No Bankruptcy cases on file
                                                                                      from 1/1/91
</TABLE>


                                     -45-






<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.                   N/A                  US Bankruptcy         3/9/01
                                                                Court - Northern
                                                                District, Ohio
                                                               (Toledo Division)

   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
   Auburn Hills, MI 48326         231 South LaSalle Street
                                      Chicago, IL 60697















   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent              Ohio
   Auburn Hills, MI 48326        231 South LaSalle Street
                                     Chicago, IL 60697



<CAPTION>

        Debtor                     Fix  Liens  Suits      File No.         File Date               Search Results
(as shown on statement)                          &                                              Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>               <C>               <C>
   LDM Technologies, Inc.                                     N/A             N/A             No Bankruptcy cases on file
                                                                                              from 1/2/85

   LDM Technologies, Inc.                                    70427          1/22/97           BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                    right, title and interest in the
   Auburn Hills, MI 48326                                                                     personal property, whether
                                                                                              now owned or existing or
                                                                                              hereafter acquired or arising
                                                                                              and regardless of where
                                                                                              located described below,
                                                                                              including, without limitation,
                                                                                              all accounts, chattel paper,
                                                                                              contracts, deposit accounts,
                                                                                              documents, equipment,
                                                                                              fixtures, general intangibles,
                                                                                              goods, instruments, inventory,
                                                                                              machinery, motor vehicles,
                                                                                              money, cash or cash
                                                                                              equivalent, and proceeds and
                                                                                              products of all or any of the
                                                                                              foregoing, as more fully
                                                                                              described below

   LDM Technologies, Inc.                                199900003570       6/23/99           AMENDMENT to original
2500 Executive Hills Drive                                                                    70427, changing Secured
   Auburn Hills, MI 48326                                                                     Party to

                                                                                              Bank of America National
                                                                                              Trust and Savings Association
                                                                                              as Agent
                                                                                              231 South LaSalle Street,
                                                                                              Suite 1600
                                                                                              Chicago, IL 60697
</TABLE>


                                      -46-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697






     LDM Industries, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697


     LDM Industries, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
 2500 Executive Hills Drive        Credit, Inc., as Agent             Ohio
   Auburn Hills, MI 48326         231 South LaSalle Street
                                      Chicago, IL 60697

<CAPTION>

        Debtor                     Fix  Liens  Suits      File No.        File Date               Search Results
(as shown on statement)                          &                                              Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>              <C>               <C>
   LDM Technologies, Inc.                                199900003924       8/5/99            AMENDMENT to original
2500 Executive Hills Drive                                                                    70427, changing Secured
  Auburn Hills, MI 48326                                                                      Party to

                                                                                              Bank of America National
                                                                                              Trust and Savings Association,
                                                                                              as Agent
                                                                                              231 South LaSalle Street,
                                                                                              Suite 1600
                                                                                              Chicago, IL 60697

     LDM Industries, Inc.                                200100006902       1/17/01           RELEASE of original 70427,
2500 Executive Hills Drive                                                                    releasing two injection
  Auburn Hills, MI 48326                                                                      molding machines with all
                                                                                              attachments and accessories

     LDM Industries, Inc.                                200100006904       1/17/01           PARTIAL RELEASE of original
 2500 Executive Hills Drive                                                                   70427, releasing two injection
   Auburn Hills, MI 48326                                                                     molding machines and
                                                                                              including all additions,
                                                                                              attachments, accessories and
                                                                                              accessions thereto, and any
                                                                                              and all substitutions,
                                                                                              replacements or exchanges
                                                                                              therefor, and all insurance
                                                                                              and/or other proceeds thereof
                                                                                              by and between Lessee and
                                                                                              Lessor whether now owned or
                                                                                              hereafter acquired
</TABLE>

                                      -47-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697











   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697






   LDM Technologies, Inc.            BankAmerica Business       Guernsey County,       3/14/01       X
2500 Executive Hills Drive        Credit, Inc., for itself            Ohio
  Auburn Hills, MI 48326                and as Agent
                                  231 South LaSalle Street
                                      Chicago, IL 60697


<CAPTION>

        Debtor                     Fix  Liens  Suits      File No.         File Date              Search Results
(as shown on statement)                          &                                              Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>               <C>               <C>
   LDM Technologies, Inc.                                9800000245         2/6/98            BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                    right, title and interest in the
  Auburn Hills, MI 48326                                                                      personal property, whether
                                                                                              now owned or existing or
                                                                                              hereafter acquired or arising
                                                                                              and regardless of where
                                                                                              located described below,
                                                                                              including, without limitation,
                                                                                              all accounts, chattel paper,
                                                                                              contracts, deposit accounts,
                                                                                              documents, equipment,
                                                                                              fixtures, general intangibles,
                                                                                              goods, instruments, inventory,
                                                                                              machinery, motor vehicles,
                                                                                              money, cash or cash
                                                                                              equivalent, and proceeds and
                                                                                              products of all or any of the
                                                                                              foregoing, as more fully
                                                                                              described below

   LDM Technologies, Inc.                                199900003572       6/23/99           AMENDMENT to original
2500 Executive Hills Drive                                                                    9800000245, changing
  Auburn Hills, MI 48326                                                                      Secured Party to

                                                                                              Bank of America National
                                                                                              Trust and Savings Association,
                                                                                              as Agent
                                                                                              231 South LaSalle Street,
                                                                                              Suite 1600
                                                                                              Chicago, IL 60697

   LDM Technologies, Inc.                                199900003587       6/28/99           AMENDMENT to original
2500 Executive Hills Drive                                                                    9800000245, changing
  Auburn Hills, MI 48326                                                                      Secured Party to

                                                                                              Bank of America National
                                                                                              Trust and Savings Association,
                                                                                              for itself and as Agent
                                                                                              231 S. LaSalle, Suite 1600
                                                                                              Chicago, IL 60697
</TABLE>


                                      -48-

<PAGE>

<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697











     LDM Industries, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697

     LDM Industries, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697

<CAPTION>

        Debtor                      Fix  Liens  Suits       File No.        File Date              Search Results
(as shown on statement)                           &                                              Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>               <C>               <C>
   LDM Technologies, Inc.                                 199900003923       8/5/99            AMENDMENT to original
2500 Executive Hills Drive                                                                     9800000245, changing
  Auburn Hills, MI 48326                                                                       Secured Party to

                                                                                               Bank of America National
                                                                                               Trust and Savings Association
                                                                                               as Agent
                                                                                               231 South LaSalle Street,
                                                                                               Suite 1600
                                                                                               Chicago, IL 60697
     LDM Industries, Inc.                                 200100006903       1/17/01           RELEASE of original
2500 Executive Hills Drive                                                                     9800000245, releasing two
  Auburn Hills, MI 48326                                                                       injection molding machines
                                                                                               with all attachments and
                                                                                               accessories
     LDM Industries, Inc.                                 200100006908       1/17/01           PARTIAL RELEASE of original
2500 Executive Hills Drive                                                                     9800000245, releasing two
  Auburn Hills, MI 48326                                                                       injection molding machines
                                                                                               and including all additions,
                                                                                               attachments, accessories and
                                                                                               accessions thereto, and any
                                                                                               and all substitutions,
                                                                                               replacements or exchanges
                                                                                               therefor, and all insurance
                                                                                               and/or other proceeds thereof
                                                                                               by and between Lessee and
                                                                                               Lessor whether now owned or
                                                                                               hereafter acquired

</TABLE>

                                      -49-

<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.           BankAmerica Business        Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697
















   LDM Technologies, Inc.            BankAmerica Business       Guernsey County,       3/14/01       X
2500 Executive Hills Drive         Credit, Inc., for itself           Ohio
  Auburn Hills, MI 48326                 and as Agent
                                  231 South LaSalle Street
                                     Chicago, IL 60697


<CAPTION>
        Debtor                Fix  Liens  Suits      File No.         File Date          Search Results
(as shown on statement)                     &                                              Comments/Collateral
                                          Judg

<S>                          <C>   <C>    <C>       <C>               <C>               <C>
   LDM Technologies, Inc.                             9800000320       2/13/98           BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                               right, title and interest in the
  Auburn Hills, MI 48326                                                                 personal property, whether
                                                                                         now owned or existing or
                                                                                         hereafter acquired or arising
                                                                                         and regardless of where
                                                                                         located described below,
                                                                                         including, without limitation,
                                                                                         all accounts, chattel paper,
                                                                                         contracts, deposit accounts,
                                                                                         documents, equipment,
                                                                                         fixtures, general intangibles,
                                                                                         goods, instruments, inventory,
                                                                                         machinery, motor vehicles,
                                                                                         money, cash or cash
                                                                                         equivalent, and proceeds and
                                                                                         products of all or any of the
                                                                                         foregoing, as more fully
                                                                                         described below. Exhibit B
                                                                                         Legal Description attached

   LDM Technologies, Inc.                              900003941       8/13/99           AMENDMENT to original
2500 Executive Hills Drive                                                               9800000320, changing
  Auburn Hills, MI 48326                                                                 Secured Party to

                                                                                         Bank of America National
                                                                                         Trust and Savings Association,
                                                                                         for itself and as Agent
                                                                                         231 S. LaSalle, Suite 1600
                                                                                         Chicago, IL 60697
</TABLE>


                                      -50-


<PAGE>
<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
   LDM Industries, Inc.             BankAmerica Business       Guernsey County,      3/14/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent              Ohio
 Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697











   LDM Industries, Inc.             BankAmerica Business       Guernsey County,      3/14/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent             Ohio
 Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697


   LDM Technologies, Inc.        M&I First National Leasing    Guernsey County,      3/14/01      X
2500 Executive Hills Blvd.                 Corp.                      Ohio
 Auburn Hills, MI 48326             250 E. Wisconsin Ave.
                                     Milwaukee, WI 53202





   LDM Technologies, Inc.        M&I First National Leasing    Guernsey County,      3/14/01      X
2500 Executive Hills Blvd.                 Corp.                      Ohio
 Auburn Hills, MI 48326             250 E. Wisconsin Ave.
                                     Milwaukee, WI 53202


<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
   LDM Industries, Inc.                                  200100006909      1/17/01    PARTIAL RELEASE of original
2500 Executive Hills Drive                                                            9800000320, releasing two
 Auburn Hills, MI 48326                                                               injection molding machines
                                                                                      and including all additions,
                                                                                      attachments, accessories and
                                                                                      accessions thereto, and any
                                                                                      and all substitutions,
                                                                                      replacements or exchanges
                                                                                      therefor, and all insurance
                                                                                      and/or other proceeds thereof
                                                                                      by and between Lessee and
                                                                                      Lessor whether now owned or
                                                                                      hereafter acquired

   LDM Industries, Inc.                                  200100006910      1/17/01    RELEASE of original
2500 Executive Hills Drive                                                            9800000320, releasing two
 Auburn Hills, MI 48326                                                               injection molding machines
                                                                                      with all attachments and
                                                                                      accessories

   LDM Technologies, Inc.                                9800001047        6/1/98     One new deionization system
2500 Executive Hills Blvd.                                                            w/tank and pump assemblies,
 Auburn Hills, MI 48326                                                               pretreatment assemblies and
                                                                                      quality enhancement
                                                                                      equipment including all
                                                                                      attachments, accessories,
                                                                                      appurtenances, accessions &
                                                                                      substitutions

   LDM Technologies, Inc.                                9800001047        8/28/98    AMENDMENT to original
2500 Executive Hills Blvd.                                                            9800001047, changing
 Auburn Hills, MI 48326                                                               collateral description to

                                                                                      One new deionization system
                                                                                      w/tank and pump assemblies,
                                                                                      pretreatment assemblies and
                                                                                      quality enhancement
                                                                                      equipment as more
                                                                                      particularly described on
                                                                                      Schedule A attached hereto
                                                                                      and made a part hereof

</TABLE>


                                      -51-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
   LDM Technologies, Inc.         General Electric Capital      Guernsey County,     3/14/01      X
2500 Executive Hills Drive              Corporation                    Ohio
 Auburn Hills, MI 48326           1787 Sentry Parkway/West
                                 16 Sentry Park/West; Suite
                                            200
                                    Blue Bell, PA 19422









   LDM Technologies, Inc.         General Electric Capital      Guernsey County,     3/14/01      X
2500 Executive Hills Drive              Corporation                    Ohio
 Auburn Hills, MI 48326           1787 Sentry Parkway/West
                                 16 Sentry Park/West; Suite
                                            200
                                    Blue Bell, PA 19422








   LDM Technologies, Inc.         Toyota Motor Credit Corp      Guernsey County,     3/14/01      X
        110 N 8th St                     PO Box 3457                   Ohio
  Byesville, OH 43723-1048           Torrance, CA 90510

  LDM Technologies, Inc.           Toyota Motor Credit Corp     Guernsey County,     3/14/01      X
       110 N 8th St                       PO Box 3457                  Ohio
   Byesville, OH 43723               Torrance, CA 90510

<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
   LDM Technologies, Inc.                                199900003777     7/26/99     One Milacron Plastics
2500 Executive Hills Drive                                                            Injection Molding Machine
 Auburn Hills, MI 48326                                                               and including all additions,
                                                                                      attachments, accessories and
                                                                                      accessions thereto, and any
                                                                                      and all substitutions,
                                                                                      replacements or exchanges
                                                                                      therefor, and all insurance
                                                                                      and/or other proceeds thereof
                                                                                      by and between Lessee/Debtor
                                                                                      and Lessor/Secured Party
                                                                                      whether now owned or
                                                                                      hereafter acquired. Exhibit B
                                                                                      Legal Description attached

   LDM Technologies, Inc.                                199900003778     7/26/99     One Milacron Plastics
2500 Executive Hills Drive                                                            Injection Molding Machine
 Auburn Hills, MI 48326                                                               and including all additions,
                                                                                      attachments, accessories and
                                                                                      accessions thereto, and any
                                                                                      and all substitutions,
                                                                                      replacements or exchanges
                                                                                      therefor, and all insurance
                                                                                      and/or other proceeds thereof
                                                                                      by and between Lessee/Debtor
                                                                                      and Lessor/Secured Party
                                                                                      whether now owned or
                                                                                      hereafter acquired

   LDM Technologies, Inc.                                200000005186     2/23/00     Seven new Toyota forklift
        110 N 8th St                                                                  trucks
  Byesville, OH 43723-1048

  LDM Technologies, Inc.                                 200000005420     3/29/00     Two new Toyota forklift
       110 N 8th St                                                                   trucks
   Byesville, OH 43723
</TABLE>

                                      -52-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
 L D M Technologies Inc            Copelco Capital, Inc.        Guernsey County,     3/14/01      X
        110 N 8th                       PO Box 728                     Ohio
   Byesville, OH 43723              Park Ridge, NJ 07656









  LDM Technologies, Inc.         Toyota Motor Credit Corp       Guernsey County,     3/14/01      X
       110 N 8th St                    PO Box 3457                     Ohio
   Byesville, OH 43723             Torrance, CA 90510

  LDM Technologies, Inc.             Advance Acceptance         Guernsey County,     3/14/01      X
 110 North Eighth Street                Corporation                    Ohio
   Byesville, OH 43723            13755 First Avenue North
                                     Plymouth, MN 55441

  LDM Technologies, Inc.             Milacron Marketing         Guernsey County,     3/14/01      X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing         Guernsey County,     3/14/01      X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
 L D M Technologies Inc                                  200000005429    3/31/00    All Equipment now or
        110 N 8th                                                                   hereafter leased by Lessor to
   Byesville, OH 43723                                                              Lessee, and all accessions,
                                                                                    additions, replacements and
                                                                                    substitutions thereto and
                                                                                    therefor and all proceeds
                                                                                    (including insurance proceeds)
                                                                                    thereof, as mores specifically
                                                                                    identified in the lease
                                                                                    documentation on file at the
                                                                                    offices of Lessor

  LDM Technologies, Inc.                                 200000005742    5/25/00    Total of four new Toyota
       110 N 8th St                                                                 forklift trucks
   Byesville, OH 43723

  LDM Technologies, Inc.                                 200000005924    6/26/00    One Powerboss sweeper
 110 North Eighth Street                                                            scrubber
   Byesville, OH 43723


  LDM Technologies, Inc.                                 200000006335    9/19/00    One Milacron plastics
2500 Executive Hills Drive                                                          injection molding machine
  Auburn Hills, MI 48326                                                            with auxiliary equipment


  LDM Technologies, Inc.                                 200100006906    1/17/01    RELEASE of original
2500 Executive Hills Drive                                                          200000006335, releasing two
  Auburn Hills, MI 48326                                                            injection molding machines
                                                                                    and including all additions,
                                                                                    attachments, accessories and
                                                                                    accessions thereto, and any
                                                                                    and all substitutions,
                                                                                    replacements or exchanges
                                                                                    therefor, and all insurance
                                                                                    and/or other proceeds thereof
                                                                                    by and between Lessee and
                                                                                    Lessor whether now owned or
                                                                                    hereafter acquired
</TABLE>


                                      -53-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.             Milacron Marketing         Guernsey County,     3/14/01      X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing         Guernsey County,     3/14/01      X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.             Milacron Marketing         Guernsey County,     3/14/01      X
2500 Executive Hills Drive                Company                      Ohio
  Auburn Hills, MI 48326             4165 Halfacre Road
                                     Batavia, OH 45103

  LDM Technologies, Inc.            Milacron Marketing          Guernsey County      3/14/01      X
2500 Executive Hills Drive               Company                      Ohio
  Auburn Hills, MI 48326            4165 Halfacre Road
                                     Batavia, OH 45103










 LDM Technologies, Inc.            Advance Acceptance          Guernsey County,     3/14/01      X
 110 North Eighth Street               Corporation                     Ohio
  Byesville, OH 43723             13755 First Avenue North
                                     Plymouth, MN 55441

  LDM Technologies, Inc.        Air Technologies, a division    Guernsey County,     3/14/01      X
    110 N. 8th Street               of Ohio Transmission               Ohio
   Byesville, OH 43723                  Corporation
                                     666 Parsons Avenue
                                     Columbus, OH 43206


<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                 200000006336    9/19/00    One Milacron plastics
2500 Executive Hills Drive                                                          injection molding machine
  Auburn Hills, MI 48326                                                            with auxiliary equipment

  LDM Technologies, Inc.                                 200100006886    1/16/01    RELEASE of original
2500 Executive Hills Drive                                                          200000006336, releasing one
  Auburn Hills, MI 48326                                                            injection molding machine
                                                                                    with all attachments and
                                                                                    accessories

  LDM Technologies, Inc.                                 200000006337    9/19/00    One Milacron plastics
2500 Executive Hills Drive                                                          injection molding machine
  Auburn Hills, MI 48326                                                            with auxiliary equipment

  LDM Technologies, Inc.                                 200100006907    1/17/01    RELEASE of original
2500 Executive Hills Drive                                                          200000006337, releasing two
  Auburn Hills, MI 48326                                                            injection molding machines
                                                                                    and including all additions,
                                                                                    attachments, accessories and
                                                                                    accessions thereto, and any
                                                                                    and all substitutions,
                                                                                    replacements or exchanges
                                                                                    therefor, and all insurance
                                                                                    and/or other proceeds thereof
                                                                                    by and between Lessee and
                                                                                    Lessor whether now owned or
                                                                                    hereafter acquired

 LDM Technologies, Inc.                                  200000006466    10/16/00   One Nilfisk Advance Model
 110 North Eighth Street                                                            2052LP Rider
  Byesville, OH 43723

  LDM Technologies, Inc.                                 200000006620    11/20/00   One Atlas Copco Compressor,
    110 N. 8th Street                                                               one Van air activated carbon
   Byesville, OH 43723                                                              vapor absorbing filter with
                                                                                    PD2 differential indicator kit,
                                                                                    and one Arrow heatless
                                                                                    regenerative compressed air
                                                                                    dryer
</TABLE>



                                      -54-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.          General Electric Capital      Guernsey County,     3/14/01      X
2500 Executive Hills Drive              Corporation                    Ohio
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034










  LDM Technologies, Inc.          General Electric Capital      Guernsey County,     3/14/01      X
2500 Executive Hills Drive              Corporation                    Ohio
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034









  LDM Technologies, Inc.          General Electric Capital      Guernsey County,     3/14/01      X
2500 Executive Hills Drive              Corporation                    Ohio
  Auburn Hills, MI 48326            1301 Virginia Drive
                                         Suite 200
                                  Ft. Washington, PA 19034

<CAPTION>

        Debtor                    Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg

<S>                              <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.
2500 Executive Hills Drive                              200100006853    1/8/01     One injection molding
  Auburn Hills, MI 48326                                                           machine and including all
                                                                                   additions, attachments,
                                                                                   accessories and accessions
                                                                                   thereto, and any and all
                                                                                   substitutions, replacements or
                                                                                   exchanges therefor, and all
                                                                                   insurance and/or other
                                                                                   proceeds thereof by and
                                                                                   between Lessee and Lessor
                                                                                   whether now owned or
                                                                                   hereafter acquired

  LDM Technologies, Inc.                                200100006854   1/8/01      One injection molding
2500 Executive Hills Drive                                                         machine and including all
  Auburn Hills, MI 48326                                                           additions, attachments,
                                                                                   accessories and accessions
                                                                                   thereto, and any and all
                                                                                   substitutions, replacements or
                                                                                   exchanges therefor, and all
                                                                                   insurance and/or other
                                                                                   proceeds thereof by and
                                                                                   between Lessee and Lessor
                                                                                   whether now owned or
                                                                                   hereafter acquired. Legal
                                                                                   Description of property
                                                                                   attached

  LDM Technologies, Inc.                                200100006899    1/17/01    Two injection molding
2500 Executive Hills Drive                                                         machines and including all
  Auburn Hills, MI 48326                                                           additions, attachments,
                                                                                   accessories and accessions
                                                                                   thereto, and any and all
                                                                                   substitutions, replacements or
                                                                                   exchanges therefor, and all
                                                                                   insurance and/or other
                                                                                   proceeds thereof by and
                                                                                   between Lessee and Lessor
                                                                                   whether now owned or
                                                                                   hereafter acquired

</TABLE>


                                      -55-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.           General Electric Capital     Guernsey County,     3/14/01      X
2500 Executive Hills Drive               Corporation                   Ohio
  Auburn Hills, MI 48326             1301 Virginia Drive
                                          Suite 200
                                   Ft. Washington, PA 19034










  LDM Technologies, Inc.             BankAmerica Business       Guernsey County,     3/14/01
2500 Executive Hills Dr.            Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326             231 S. LaSalle Street
                                       Chicago, IL 60697

<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                 200100006900    1/17/01    Two injection molding
2500 Executive Hills Drive                                                          machines and including all
  Auburn Hills, MI 48326                                                            additions, attachments,
                                                                                    accessories and accessions
                                                                                    thereto, and any and all
                                                                                    substitutions, replacements or
                                                                                    exchanges therefor, and all
                                                                                    insurance and/or other
                                                                                    proceeds thereof by and
                                                                                    between Lessee and Lessor
                                                                                    whether now owned or
                                                                                    hereafter acquired. Legal
                                                                                    Description of property
                                                                                    attached

  LDM Technologies, Inc.          X                      980000897       2/13/98    BLANKET - All of the Debtor's
2500 Executive Hills Dr.                                                            right, title and interest in the
  Auburn Hills, MI 48326                                                            personal property, whether
                                                                                    now owned or existing or
                                                                                    hereafter acquired or arising
                                                                                    and regardless of where
                                                                                    located described below,
                                                                                    including, without limitation,
                                                                                    all accounts, chattel paper,
                                                                                    contracts, deposit accounts,
                                                                                    documents, equipment,
                                                                                    fixtures, general intangibles,
                                                                                    goods, instruments, inventory,
                                                                                    machinery, motor vehicles,
                                                                                    money, cash or cash
                                                                                    equivalent, and proceeds and
                                                                                    products of all or any of the
                                                                                    foregoing, as more fully
                                                                                    described below. Legal
                                                                                    Description of property
                                                                                    attached
</TABLE>


                                      -56-
<PAGE>


<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
   LDM Industries, Inc.              BankAmerica Business       Guernsey County,     3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697










   LDM Industries, Inc.              BankAmerica Business       Guernsey County,     3/14/01     X
2500 Executive Hills Drive          Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697

   LDM Technologies, Inc.          General Electric Capital     Guernsey County,     3/14/01     X
2500 Executive Hills Drive               Corporation                   Ohio
  Auburn Hills, MI 48326           1787 Sentry Parkway/West
                                  16 Sentry Park/West; Suite
                                            200
                                      Blue Bell, PA 19422


<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
   LDM Industries, Inc.                                  200100006909    1/17/01    RELEASE of original
2500 Executive Hills Drive                                                          980000897, releasing two
  Auburn Hills, MI 48326                                                            injection molding machines
                                                                                    and including all additions,
                                                                                    attachments, accessories and
                                                                                    accessions thereto, and any
                                                                                    and all substitutions,
                                                                                    replacements or exchanges
                                                                                    therefor, and all insurance
                                                                                    and/or other proceeds thereof
                                                                                    by and between Lessee and
                                                                                    Lessor whether now owned or
                                                                                    hereafter acquired

   LDM Industries, Inc.                                  200100006910    1/17/01    PARTIAL RELEASE of original
2500 Executive Hills Drive                                                          980000897, releasing two
  Auburn Hills, MI 48326                                                            injection molding machines
                                                                                    with all attachments and
                                                                                    accessories

   LDM Technologies, Inc.                                199900005362    7/26/99    One Milacron Plastics
2500 Executive Hills Drive                                                          Injection Molding Machine
  Auburn Hills, MI 48326                                                            and including all additions,
                                                                                    attachments, accessories and
                                                                                    accessions thereto, and any
                                                                                    and all substitutions,
                                                                                    replacements or exchanges
                                                                                    therefor, and all insurance
                                                                                    and/or other proceeds thereof
                                                                                    by and between Lessee/Debtor
                                                                                    and Lessor/Secured Party
                                                                                    whether now owned or
                                                                                    hereafter acquired. Legal
                                                                                    Description of property
                                                                                    attached
</TABLE>


                                      -57-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.         General Electric Capital        Guernsey County,    3/14/01      X
2500 Executive Hills Drive             Corporation                      Ohio
  Auburn Hills, MI 48326           1301 Virginia Drive
                                        Suite 200
                                 Ft. Washington, PA 19034










  LDM Technologies, Inc.         General Electric Capital        Guernsey County,    3/14/01      X
2500 Executive Hills Drive             Corporation                      Ohio
  Auburn Hills, MI 48326          1301 Virginia Drive
                                        Suite 200
                                 Ft. Washington, PA 19034









  LDM Technologies, Inc.                   N/A                   Guernsey County,    3/14/01
                                                                        Ohio



  LDM Technologies, Inc.                   N/A                   Guernsey County,    3/14/01
                                                                        Ohio




<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                 200100000155    1/8/01     One injection molding
2500 Executive Hills Drive                                                          machine and including all
  Auburn Hills, MI 48326                                                            additions, attachments,
                                                                                    accessories and accessions
                                                                                    thereto, and any and all
                                                                                    substitutions, replacements
                                                                                    or exchanges therefor, and
                                                                                    all insurance and/or other
                                                                                    proceeds thereof by and
                                                                                    between Lessee and Lessor
                                                                                    whether now owned or
                                                                                    hereafter acquired. Legal
                                                                                    Description of property
                                                                                    attached

  LDM Technologies, Inc.                                 200100000396    1/17/01    Two injection molding
2500 Executive Hills Drive                                                          machines and including all
  Auburn Hills, MI 48326                                                            additions, attachments,
                                                                                    accessories and accessions
                                                                                    thereto, and any and all
                                                                                    substitutions, replacements
                                                                                    or exchanges therefor, and
                                                                                    all insurance and/or other
                                                                                    proceeds thereof by and
                                                                                    between Lessee and Lessor
                                                                                    whether now owned or
                                                                                    hereafter acquired. Legal
                                                                                    Description of property
                                                                                    attached

  LDM Technologies, Inc.                 X                   N/A           N/A      No Federal/State Tax Liens on
                                                                                    file from 10 years past. No
                                                                                    EPA/ERISA Liens on file in
                                                                                    tax lien records from 10
                                                                                    years past

  LDM Technologies, Inc.                        X            N/A           N/A      No Pending Suits/Judgments
                                                                                    on file from 10 years past
</TABLE>

                                      -58-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business         Henry County,       3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697
















  LDM Technologies, Inc.            BankAmerica Business         Henry County,       3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697

<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                 97-8487         1/21/97    BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                          right, title and interest in
  Auburn Hills, MI 48326                                                            the personal property,
                                                                                    whether now owned or existing
                                                                                    or hereafter acquired or
                                                                                    arising and regardless of
                                                                                    where located described
                                                                                    below, including, without
                                                                                    limitation, all accounts,
                                                                                    chattel paper, contracts,
                                                                                    deposit accounts, documents,
                                                                                    equipment, fixtures, general
                                                                                    intangibles, goods,
                                                                                    instruments, inventory,
                                                                                    machinery, motor vehicles,
                                                                                    money, cash or cash
                                                                                    equivalent, and proceeds and
                                                                                    products of all or any of the
                                                                                    foregoing, as more fully
                                                                                    described below

  LDM Technologies, Inc.                                 9900000485      6/24/99    AMENDMENT to original 97-
2500 Executive Hills Drive                                                          8487, changing Secured Party
  Auburn Hills, MI 48326                                                            to

                                                                                    Bank of America National
                                                                                    Trust and Savings Association,
                                                                                    as Agent
                                                                                    231 South LaSalle Street,
                                                                                    Suite 1600
                                                                                    Chicago, IL 60697
</TABLE>

                                      -59-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                         Secured Party              Jurisdiction       Search       UCC
(as shown on statement)           (as shown on statement)                            through
                                                                                      date

<S>                              <C>                           <C>                  <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business        Henry County,        3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent          Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697







  LDM Technologies, Inc.            BankAmerica Business        Henry County,        3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent          Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                      Chicago, IL 60697


<CAPTION>

        Debtor                     Fix  Liens  Suits     File No.       File Date         Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>         <C>
  LDM Technologies, Inc.                                 199900000619    8/4/99     AMENDMENT to original 97-
2500 Executive Hills Drive                                                          8487, changing Secured Party
  Auburn Hills, MI 48326                                                            to

                                                                                    Bank of America National
                                                                                    Trust and Savings Association,
                                                                                    as Agent
                                                                                    231 South LaSalle Street,
                                                                                    Suite 1600
                                                                                    Chicago, IL 60697

  LDM Technologies, Inc.                                 98-9602         2/6/98     BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                          right, title and interest in
  Auburn Hills, MI 48326                                                            the personal property, whether
                                                                                    now owned or existing or
                                                                                    hereafter acquired or arising
                                                                                    and regardless of where
                                                                                    located described below,
                                                                                    including, without
                                                                                    limitation, all accounts,
                                                                                    chattel paper, contracts,
                                                                                    deposit accounts, documents,
                                                                                    equipment, fixtures, general
                                                                                    intangibles, goods,
                                                                                    instruments, inventory,
                                                                                    machinery, motor vehicles,
                                                                                    money, cash or cash
                                                                                    equivalent, and proceeds and
                                                                                    products of all or any of the
                                                                                    foregoing, as more fully
                                                                                    described below

</TABLE>

                                      -60-
<PAGE>
<TABLE>
<CAPTION>

       Debtor                           Secured Party            Jurisdiction              Search       UCC
(as shown on statement)             (as shown on statement)                                through
                                                                                            date
<S>                               <C>                            <C>                       <C>          <C>
  LDM Technologies, Inc.            BankAmerica Business            Henry County,           3/13/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697






  LDM Technologies, Inc.            BankAmerica Business            Henry County,           3/13/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326         231 South LaSalle Street
                                     Chicago, IL 60697






     LDM Technologies               Diversified Material            Henry County,           3/13/01       X
     800 Independence                  Handling, Inc.                   Ohio
    Napoleon, OH 43545              8310 Airport Highway
                                     Holland, OH 43528



  LDM Technologies, Inc.                   N/A                      Henry County,           3/13/01
                                                                        Ohio

  LDM Technologies, Inc.                   N/A                      Henry County,           3/13/01
                                                                        Ohio


  LDM Technologies, Inc.                   N/A                      Henry County,           3/13/01
                                                                        Ohio

<CAPTION>

                                 Fix      Liens    Suits       File No.          File Date       Search Results
       Debtor                                        &                                         Comments/Collateral
(as shown on statement)                            Judg
<S>                              <C>     <C>      <C>         <C>                 <C>          <C>
  LDM Technologies, Inc.                                         9900000487       6/24/99       AMENDMENT to original 98-
2500 Executive Hills Drive                                                                      9602, changing Secured Party
  Auburn Hills, MI 48326                                                                        to

                                                                                                Bank of America National
                                                                                                Trust and Savings Association,
                                                                                                as Agent
                                                                                                231 South LaSalle Street,
                                                                                                Suite 1600
                                                                                                Chicago, IL 60697

  LDM Technologies, Inc.                                         199900000603     7/30/99       AMENDMENT to original 98-
2500 Executive Hills Drive                                                                      9602, changing Secured Party
  Auburn Hills, MI 48326                                                                        to

                                                                                                Bank of America National
                                                                                                Trust and Savings Association,
                                                                                                as Agent
                                                                                                231 South LaSalle Street,
                                                                                                Suite 1600
                                                                                                Chicago, IL 60697

     LDM Technologies                                            9900000264       4/12/99       Toyota forklift truck, assigned
     800 Independence                                                                           to
    Napoleon, OH 43545
                                                                                                Toyota Motor Credit
                                                                                                Corporation
                                                                                                PO Box 3457
                                                                                                Torrance, LA 90504-3457
  LDM Technologies, Inc.         X                                  N/A            N/A          No UCC fixture statements on
                                                                                                file

  LDM Technologies, Inc.                   X                        N/A            N/A          No State/Federal tax Liens on
                                                                                                file and to EPA/ERISA Liens
                                                                                                filed in the tax lien records
                                                                                                from 10 years past to present

  LDM Technologies, Inc.                            X               N/A            N/A          No Pending Suits/Judgments
                                                                                                on file from 10 years past

</TABLE>




                                      -61-
<PAGE>



<TABLE>
<CAPTION>
       Debtor                              Secured Party            Jurisdiction           Search        UCC
(as shown on statement)               (as shown on statement)                              through
                                                                                            date
<S>                                  <C>                            <C>                    <C>           <C>
  LDM Technologies, Inc.                BankAmerica Business         Pickaway County,      3/19/01         X
2500 Executive Hills Drive             Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326               231 S. LaSalle Street
                                         Chicago, IL 60697


















LDM Technologies, Inc.                  BankAmerica Business         Pickaway County,      3/19/01         X
2500 Executive Hills Drive             Credit, Inc., as Agent             Ohio
Auburn Hills, MI 48326                 231 S. LaSalle Street
                                          Chicago, IL 60697

<CAPTION>

       Debtor                        Fix      Liens      Suits       File No.      File Date       Search Results
(as shown on statement)                                    &                                     Comments/Collateral
                                                         Judg
<S>                                  <C>     <C>        <C>          <C>           <C>          <C>
  LDM Technologies, Inc.                                             9800000352     2/12/98      BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                       right, title and interest in the
  Auburn Hills, MI 48326                                                                         personal property, whether
                                                                                                 now owned or existing or
                                                                                                 hereafter acquired or arising
                                                                                                 and regardless of where
                                                                                                 located described below,
                                                                                                 including, without limitation,
                                                                                                 all accounts, chattel paper,
                                                                                                 contracts, deposit accounts,
                                                                                                 documents, equipment,
                                                                                                 fixtures, general intangibles,
                                                                                                 goods, instruments, inventory,
                                                                                                 machinery, motor vehicles,
                                                                                                 money, cash or cash
                                                                                                 equivalent, and proceeds and
                                                                                                 products of all or any of the
                                                                                                 foregoing, as more fully
                                                                                                 described below

                                                                                                 Exhibit B Legal Description
                                                                                                 attached

LDM Technologies, Inc.                                               9900001527     6/24/99      AMENDMENT to original
2500 Executive Hills Drive                                                                       9800000352, changing
Auburn Hills, MI 48326                                                                           Secured Party to

                                                                                                 Bank of America National
                                                                                                 Trust and Savings Association,
                                                                                                 as Agent
                                                                                                 231 South LaSalle Street,
                                                                                                 Suite 1600
                                                                                                 Chicago, IL 60697

</TABLE>




                                      -62-
<PAGE>

<TABLE>
<CAPTION>
       Debtor                              Secured Party             Jurisdiction           Search        UCC
(as shown on statement)                (as shown on statement)                              through
                                                                                             date
<S>                                   <C>                           <C>                    <C>            <C>
  LDM Technologies, Inc.                BankAmerica Business        Pickaway County,        3/19/01         X
2500 Executive Hills Drive             Credit, Inc., as Agent            Ohio
 Auburn Hills, MI 48326                231 S. LaSalle Street
                                         Chicago, IL 60697






  LDM Technologies, Inc.               BankAmerica Business         Pickaway County,        3/19/01         X
2500 Executive Hills Drive            Credit, Inc., as Agent             Ohio
 Auburn Hills, MI 48326               231 S. LaSalle Street
                                        Chicago, IL 60697



<CAPTION>
       Debtor             Fix      Liens      Suits       File No.      File Date       Search Results
(as shown on statement)                         &                                     Comments/Collateral
                                              Judg
<S>                       <C>     <C>        <C>          <C>           <C>          <C>
  LDM Technologies, Inc.                                  199900001814      8/6/99    AMENDMENT to original
2500 Executive Hills Drive                                                            9800000352, changing
 Auburn Hills, MI 48326                                                               Secured Party to

                                                                                      Bank of America National
                                                                                      Trust and Savings Association,
                                                                                      as Agent
                                                                                      231 South LaSalle Street,
                                                                                      Suite 1600
                                                                                      Chicago, IL 60697

  LDM Technologies, Inc.                                  9800000403     2/19/98      BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                            right, title and interest in the
 Auburn Hills, MI 48326                                                               personal property, whether
                                                                                      now owned or existing or
                                                                                      hereafter acquired or arising
                                                                                      and regardless of where
                                                                                      located described below,
                                                                                      including, without limitation,
                                                                                      all accounts, chattel paper,
                                                                                      contracts, deposit accounts,
                                                                                      documents, equipment,
                                                                                      fixtures, general intangibles,
                                                                                      goods, instruments, inventory,
                                                                                      machinery, motor vehicles,
                                                                                      money, cash or cash
                                                                                      equivalent, and proceeds and
                                                                                      products of all or any of the
                                                                                      foregoing, as more fully
                                                                                      described below

</TABLE>



                                      -63-
<PAGE>

<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date
<S>                                <C>                             <C>                     <C>           <C>
  LDM Technologies, Inc.            BankAmerica Business           Pickaway County,          3/19/01       X
2500 Executive Hills Drive         Credit, Inc., as Agent                Ohio
  Auburn Hills, MI 48326           231 S. LaSalle Street
                                     Chicago, IL 60697






   LDM Technologies, Inc.          BankAmerica Business            Pickaway County,          3/19/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent                 Ohio
  Auburn Hills, MI 48326           231 S. LaSalle Street
                                     Chicago, IL 60697

<CAPTION>

       Debtor                     Fix      Liens      Suits       File No.      File Date       Search Results
(as shown on statement)                                 &                                     Comments/Collateral
                                                      Judg
<S>                               <C>     <C>        <C>          <C>           <C>          <C>
  LDM Technologies, Inc.                                          9900001528     6/24/99       AMENDMENT to original
2500 Executive Hills Drive                                                                     9800000403, changing
  Auburn Hills, MI 48326                                                                       Secured Party to

                                                                                               Bank of America National
                                                                                               Trust and Savings Association,
                                                                                               as Agent
                                                                                               231 South LaSalle Street,
                                                                                               Suite 1600
                                                                                               Chicago, IL 60697

   LDM Technologies, Inc.                                         199900001813   8/6/99        AMENDMENT to original
2500 Executive Hills Drive                                                                     9800000403, changing
  Auburn Hills, MI 48326                                                                       Secured Party to

                                                                                               Bank of America National
                                                                                               Trust and Savings Association,
                                                                                               as Agent
                                                                                               231 South LaSalle Street,
                                                                                               Suite 1600
                                                                                               Chicago, IL 60697

</TABLE>



                                      -64-
<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date
<S>                                  <C>                          <C>                     <C>           <C>
  LDM Technologies, Inc.               BankAmerica Business        Pickaway County,         3/19/01       X
2500 Executive Hills Drive            Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326              231 S. LaSalle Street
                                         Chicago, IL 60697



  LDM Technologies, Inc.              BankAmerica Business         Pickaway County,         3/19/01       X
2500 Executive Hills Drive           Credit, Inc., as Agent             Ohio
 Auburn Hills, MI 48326              231 S. LaSalle Street
    FEIN 38-2690171                     Chicago, IL 60697


  LDM Technologies, Inc.              BankAmerica Business         Pickaway County,         3/19/01       X
2500 Executive Hills Drive           Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326             231 S. LaSalle Street
                                       Chicago, IL 60697

<CAPTION>

       Debtor                        Fix      Liens      Suits       File No.      File Date       Search Results
(as shown on statement)                                    &                                     Comments/Collateral
                                                         Judg
<S>                                  <C>     <C>        <C>          <C>          <C>           <C>
  LDM Technologies, Inc.                                             9700000221    1/21/97        BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                        right, title and interest in the
  Auburn Hills, MI 48326                                                                          personal property, whether
                                                                                                  now owned or existing or
                                                                                                  hereafter acquired or arising
                                                                                                  and regardless of where
                                                                                                  located described below,
                                                                                                  including, without limitation,
                                                                                                  all accounts, chattel paper,
                                                                                                  contracts, deposit accounts,
                                                                                                  documents, equipment,
                                                                                                  fixtures, general intangibles,
                                                                                                  goods, instruments, inventory,
                                                                                                  machinery, motor vehicles,
                                                                                                  money, cash or cash
                                                                                                  equivalent, and proceeds and
                                                                                                  products of all or any of the
                                                                                                  foregoing, as more fully
                                                                                                  described below

  LDM Technologies, Inc.                                             9700001893    7/15/97        PARTIAL RELEASE of original
2500 Executive Hills Drive                                                                        9700000221, releasing one
 Auburn Hills, MI 48326                                                                           injection molding machine
    FEIN 38-2690171                                                                               together with all component
                                                                                                  parts

  LDM Technologies, Inc.                                             9900001526    6/24/99        AMENDMENT to original
2500 Executive Hills Drive                                                                        9700000221, changing
  Auburn Hills, MI 48326                                                                          Secured Party to

                                                                                                  Bank of America National
                                                                                                  Trust and Savings Association,
                                                                                                  as Agent
                                                                                                  231 South LaSalle Street,
                                                                                                  Suite 1600
                                                                                                  Chicago, IL 60697

</TABLE>



                                      -65-
<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                  <C>                          <C>                     <C>           <C>


  LDM Technologies, Inc.                BankAmerica Business        Pickaway County,        3/19/01       X
2500 Executive Hills Drive             Credit, Inc., as Agent             Ohio
  Auburn Hills, MI 48326               231 S. LaSalle Street
                                         Chicago, IL 60697



     LDM Technologies                   LMA Capital Group, LLC      Pickaway County,        3/19/01       X
 600 South Clinton Street            2000 Powell Street, Ste 1203         Ohio
  Circleville, OH 43113                 Emeryville, CA 94608

  LDM Technologies, Inc.                       N/A                  Pickaway County,        3/19/01
                                                                          Ohio

  LDM Technologies, Inc.                       N/A                  Pickaway County,        3/19/01
                                                                          Ohio


  LDM Technologies, Inc.                       N/A                  Pickaway County,        3/19/01
                                                                          Ohio

  LDM Technologies, Inc.             General Electric Capital      Secretary of State,       3/8/01       X
2500 Executive Hills Drive                  Corporation               Pennsylvania
  Auburn Hills, MI 48326             1787 Sentry Parkway West
                                      Building 16/ Suite 200
                                       Blue Bell, PA 19422

<CAPTION>

       Debtor                     Fix      Liens      Suits       File No.  File Date     Search Results
(as shown on statement)                                &                                 Comments/Collateral
                                                      Judg

<S>                               <C>      <C>        <C>       <C>         <C>        <C>


  LDM Technologies, Inc.                                        199900001812 8/6/99    AMENDMENT to original
2500 Executive Hills Drive                                                             9700000221, changing
  Auburn Hills, MI 48326                                                               Secured Party to

                                                                                       Bank of America National
                                                                                       Trust and Savings Association,
                                                                                       as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697

     LDM Technologies                                           9700001178   4/28/97   One Lantech Q-300 Stretch
 600 South Clinton Street                                                              Wrapper re Lease Z04972550
  Circleville, OH 43113

  LDM Technologies, Inc.          X                                N/A         N/A     No statements on file

  LDM Technologies, Inc.                     X                     N/A         N/A     No State/Federal tax Liens on
                                                                                       file and no EPA/ERISA Liens
                                                                                       filed in the tax lien records
                                                                                       from 10 years past to present

  LDM Technologies, Inc.                              X            N/A         N/A     No Pending Suits/Judgments
                                                                                       on tile from 10 years past

  LDM Technologies, Inc.                                        29790284     1/11/99   One two-cylinder PQM
2500 Executive Hills Drive                                                             conversion and two power frnt
  Auburn Hills, MI 48326                                                               gates, and including all
                                                                                       additions, attachments,
                                                                                       accessories and accessions
                                                                                       thereto, and any and all
                                                                                       substitutions, replacements or
                                                                                       exchanges therefor, and all
                                                                                       insurance and/or other
                                                                                       proceeds thereof by and
                                                                                       between Lessee/Debtor and
                                                                                       Lessor/Secured Party whether
                                                                                       now owned or hereafter
                                                                                       acquired
</TABLE>


                                      -66-

<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                  <C>                          <C>                     <C>           <C>
  LDM Technologies, Inc.              Bank of America National    Secretary of State,       3/8/01         X
2500 Executive Hills Drive             Association, as Agent        Pennsylvania
  Auburn Hills, MI 48326              231 South LaSalle Street
                                          Suite 1600
                                        Chicago, IL 60697

LDM Technologies, Inc.                        N/A                 US District Court-        3/12/01
                                                                   Eastern District,
                                                                     Pennsylvania
                                                                     (Philadelphia
                                                                       Division)

LDM Technologies, Inc.                        N/A                 US Bankruptcy Court-      3/13/01
                                                                   Eastern District,
                                                                     Pennsylvania
                                                                     (Philadelphia
                                                                       Division)
<CAPTION>


       Debtor                Fix      Liens      Suits     File No.      File Date                 Search Results
(as shown on statement)                            &                                             Comments/Collateral
                                                 Judg

<S>                          <C>      <C>       <C>        <C>           <C>             <C>
  LDM Technologies, Inc.                                   30650434      8/24/99         BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                               right, title and interest in the
  Auburn Hills, MI 48326                                                                 personal property, whether now
                                                                                         owned or existing or hereafter
                                                                                         acquired or arising and regardless
                                                                                         of where located described below,
                                                                                         including, without limitation, all
                                                                                         accounts, chattel paper, contracts,
                                                                                         deposit accounts, documents, equipment,
                                                                                         fixtures, general intangibles, goods,
                                                                                         instruments, inventory, machinery, motor
                                                                                         vehicles, money, cash or cash equivalent,
                                                                                         and proceeds and products of all or any of
                                                                                         the foregoing, as more fully described
                                                                                         below



LDM Technologies, Inc.                            X         N/A            N/A           No Pending Suits/Judgments on file from
                                                                                         11/4/70. This search includes any Federal
                                                                                         Tax Liens indexed in this court


LDM Technologies, Inc.                            X         N/A            N/A           No Bankruptcy cases on file from 1/3/89
</TABLE>



                                      -67-

<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                  <C>                          <C>                     <C>           <C>


  LDM Technologies, Inc.                Bank of America National    Montgomery County,      1/31/01      X
2500 Executive Hills Drive               Association., as Agent      Pennsylvania
  Auburn Hills, MI 48326               231 S. LaSalle Street, 16th
                                                  Floor
                                            Chicago, IL 60697



   LDM Technologies                              N/A                Montgomery County,      3/12/01
                                                                       Pennsylvania


  LDM Technologies, Inc.                         N/A                Montgomery County,      2/26/01
                                                                       Pennsylvania

  LDM Technologies, Inc.                         N/A                Montgomery County,      2/26/01
                                                                       Pennsylvania


 LDM Technologies, Inc.                  NMHG Financial Services,   Montgomery County,      3/14/01      X
     309 Eddy Lane,                                Inc.                Tennessee
   Franklin, TN 37064                     44 Old Ridgebury Road
                                            Danbury, CT 06810
</TABLE>

<TABLE>
<CAPTION>

       Debtor                 Fix      Liens        Suits        File No.   File Date              Search Results
(as shown on statement)                               &                                          Comments/Collateral
                                                     Judg

<S>                           <C>      <C>          <C>      <C>            <C>           <C>
  LDM Technologies, Inc.                                          284039    8/20/99       BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                right, title and interest in the
  Auburn Hills, MI 48326                                                                  personal property, whether now
                                                                                          owned or existing or hereafter
                                                                                          acquired or arising and regardless
                                                                                          of where located described below,
                                                                                          including, without limitation, all
                                                                                          accounts, chattel paper, contracts,
                                                                                          deposit accounts, documents, equipment,
                                                                                          fixtures, general intangibles, goods,
                                                                                          instruments, inventory, machinery, motor
                                                                                          vehicles, money, cash or cash equivalent,
                                                                                          and proceeds and products of all or any of
                                                                                          the foregoing, as more fully described
                                                                                          below


   LDM Technologies           X                                   N/A         N/A         No UCC fixture statements on file

  LDM Technologies, Inc.                X                         N/A         N/A         No State/Federal tax Liens on file and
                                                                                          no EPA/ERISA Liens filed in the tax lien
                                                                                          records from 10 years past to present

                                                    X             N/A         N/A         No Pending Suite/Judgments on file from
  LDM Technologies, Inc.                                                                  10 years past


                                                             300-001868      1/10/00      BLANKET EQUIPMENT - All of the equipment
  LDM Technologies, Inc.                                                                  now or hereafter leased by the Lessor
     309 Eddy Lane,                                                                       to Lessee; and all accessions, additions,
   Franklin, TN 37064                                                                     replacements and substitutions thereto and
                                                                                          therefor and all proceeds, including
                                                                                          insurance proceeds, thereof
</TABLE>


                                      -68-

<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                  <C>                          <C>                     <C>           <C>
  LDM Technologies, Inc.              BankAmerica Business        Secretary of State,       3/14/01        X
2500 Executive Hills Drive            Credit, Inc., as Agent         Tennessee
  Auburn Hills, MI 48326              231 S. LaSalle Street
                                        Chicago, IL 60697


  LDM Technologies, Inc.              BankAmerica Business        Secretary of State,       3/14/01        X
2500 Executive Hills Drive            Credit, Inc., as Agent         Tennessee
  Auburn Hills, MI 48326              231 S. LaSalle Street
                                        Chicago, IL 60697


<CAPTION>


       Debtor                Fix      Liens      Suits       File No.      File Date                  Search Results
(as shown on statement)                            &                                                Comments/Collateral
                                                  Judg

<S>                          <C>      <C>        <C>        <C>           <C>             <C>
  LDM Technologies, Inc.                                    982-015343    2/19/98         BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                right, title and interest in the
  Auburn Hills, MI 48326                                                                  personal property, whether now
                                                                                          owned or existing or hereafter
                                                                                          acquired or arising and regardless
                                                                                          of where located described below,
                                                                                          including, without limitation, all
                                                                                          accounts, chattel paper, contracts,
                                                                                          deposit accounts, documents, equipment,
                                                                                          fixtures, general intangibles, goods,
                                                                                          instruments, inventory, machinery, motor
                                                                                          vehicles, money, cash or cash equivalent,
                                                                                          and proceeds and products of all or any of
                                                                                          the foregoing, as more fully described
                                                                                          below



  LDM Technologies, Inc.                                     993-034058   6/22/99         AMENDMENT to original 982-015343, changing
2500 Executive Hills Drive                                                                Secured Party to
  Auburn Hills, MI 48326
                                                                                          Bank of America National
                                                                                          Trust and Savings Association, as Agent
                                                                                          231 South LaSalle Street, Suite 1600
                                                                                          Chicago, IL 60697
</TABLE>



                                      -69-

<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                  <C>                          <C>                     <C>           <C>
  LDM Technologies, Inc.              BankAmerica Business        Secretary of State,       3/14/01        X
2500 Executive Hills Drive            Credit, Inc., as Agent         Tennessee
  Auburn Hills, MI 48326              231 S. LaSalle Street
                                        Chicago, IL 60697


  LDM Technologies, Inc.              BankAmerica Business        Secretary of State,       3/14/01        X
2500 Executive Hills Drive            Credit, Inc., as Agent         Tennessee
  Auburn Hills, MI 48326              231 S. LaSalle Street
                                        Chicago, IL 60697


<CAPTION>


       Debtor                  Fix   Liens    Suits       File No.      File Date                Search Results
(as shown on statement)                         &                                              Comments/Collateral
                                               Judg

<S>                            <C>   <C>      <C>         <C>           <C>         <C>
  LDM Technologies, Inc.                                  992-034677    7/26/99     AMENDMENT to original 982-015343,
2500 Executive Hills Drive                                                          changing Secured Party to
  Auburn Hills, MI 48326
                                                                                    Bank of America National Trust
                                                                                    and Savings Association,
                                                                                    as Agent
                                                                                    231 South LaSalle Street,
                                                                                    Suite 1600
                                                                                    Chicago, IL 60697


  LDM Technologies, Inc.                                  992-058204    12/28/99    PARTIAL RELEASE of original 982-015343,
2500 Executive Hills Drive                                                          releasing all equipment listed on
  Auburn Hills, MI 48326                                                            Schedule 1.1 to the Asset Purchase
                                                                                    Agreement between LDM Technologies, Inc.,
                                                                                    a Michigan corporation, and DBM Technologies,
                                                                                    LLC, a Michigan limited liability company, dated
                                                                                    December 8, 1999 as in effect on the date
                                                                                    thereof
</TABLE>




                                      -70-


<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
LDM Technologies, Inc.            BankAmerica Business        Secretary of State,     3/14/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent          Tennessee
Auburn Hills, MI 48326            231 S. LaSalle Street
                                  Chicago, IL 60697
















LDM Technologies, Inc.            BankAmerica Business        Secretary of State,     3/14/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent          Tennessee
Auburn Hills, MI 48326            231 S. LaSalle Street
                                  Chicago, IL 60697



<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>         <C>          <C>            <C>
LDM Technologies, Inc.                                    982-015344     2/19/98      BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                            right, title and interest in
Auburn Hills, MI 48326                                                                the personal property, whether
                                                                                      now owned or existing or
                                                                                      hereafter acquired or arising
                                                                                      and regardless of where
                                                                                      located described below,
                                                                                      including, without limitation,
                                                                                      all accounts, chattel paper,
                                                                                      contracts, deposit accounts,
                                                                                      documents, equipment,
                                                                                      fixtures, general intangibles,
                                                                                      goods, instruments, inventory,
                                                                                      machinery, motor vehicles,
                                                                                      money, cash or cash
                                                                                      equivalent, and proceeds and
                                                                                      products of all or any of the
                                                                                      foregoing, as more fully
                                                                                      described below

LDM Technologies, Inc.                                    993-034057      6/22/99     AMENDMENT to original 982-
2500 Executive Hills Drive                                                            015344, changing Secured
Auburn Hills, MI 48326                                                                Party to

                                                                                      Bank of America National Trust
                                                                                      and Savings Association,
                                                                                      as Agent
                                                                                      231 South LaSalle Street,
                                                                                      Suite 1600
                                                                                      Chicago, IL 60697
</TABLE>




                                      -71-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
   LDM Technologies, Inc.         BankAmerica Business          Secretary of State,    3/14/01      X
 2500 Executive Hills Drive      Credit, Inc., as Agent              Tennessee
   Auburn Hills, MI 48326         231 S. LaSalle Street
                                    Chicago, IL 60697







   LDM Technologies, Inc.         BankAmerica Business          Secretary of State,    3/14/01      X
 2500 Executive Hills Drive      Credit, Inc., as Agent              Tennessee
   Auburn Hills, MI 48326         231 S. LaSalle Street
                                    Chicago, IL 60697







  L.D.M. Technologies, Inc.     NMHG Financial Services,        Secretary of State,    3/14/01      X
 2500 Executive Hills Drive               Inc.                       Tennessee
   Auburn Hills, MI 48326         44 Old Ridgebury Road
                                    Danbury, CT 06810


<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
  LDM Technologies, Inc.                                   992-034670       7/26/99     AMENDMENT to original 982-
2500 Executive Hills Drive                                                              015344, changing Secured
  Auburn Hills, MI 48326                                                                Party to

                                                                                        Bank of America National
                                                                                        Trust and Savings Association,
                                                                                        as Agent
                                                                                        231 South LaSalle Street,
                                                                                        Suite 1600
                                                                                        Chicago, IL 60697

  LDM Technologies, Inc.                                   992-058202       12/28/99    PARTIAL RELEASE of original
2500 Executive Hills Drive                                                              982-015344, releasing all
  Auburn Hills, MI 48326                                                                equipment listed on Schedule
                                                                                        1.1 to the Asset Purchase
                                                                                        Agreement between LDM
                                                                                        Technologies, Inc., a Michigan
                                                                                        corporation, and DBM
                                                                                        Technologies, LLC, a
                                                                                        Michigan limited liability
                                                                                        company, dated December 8,
                                                                                        1999 as in effect on the date
                                                                                        thereof

 L.D.M. Technologies, Inc.                                 992-016269       4/7/99      Eight new Yale forklifts and
2500 Executive Hills Drive                                                              all accessions, additions,
  Auburn Hills, MI 48326                                                                replacements and substitutions
                                                                                        thereto and therefor and all
                                                                                        proceeds, including insurance
                                                                                        proceeds, thereof

</TABLE>





                                      -72-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
 L.D.M. Technologies, Inc.        Mercedes-Benz U.S.         Secretary of State,       3/14/01      X
 2500 Executive Hills Dr.        International, Inc.              Tennessee
  Auburn Hills, MI 48326           1 Mercedes Drive
                                   Vance, AL 35490








  LDM Technologies, Inc.                 N/A                 US District Court -       3/9/01
                                                               Middle District,
                                                                  Tennessee
                                                                  (Nashville
                                                                  Division)



  LDM Technologies, Inc.                 N/A                 US District Court -       3/9/01
                                                               Middle District,
                                                                  Tennessee
                                                                  (Nashville
                                                                  Division)
<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>     <C>           <C>             <C>
 L.D.M. Technologies, Inc.                              993-027313   5/17/99        BLANKET EQUIPMENT - All
  2500 Executive Hills Dr.                                                          Debtor's title and interest in
   Auburn Hills, MI 48326                                                           and to certain "MB Owned
                                                                                    Equipment" as defined in that
                                                                                    certain Supply Agreement
                                                                                    between Debtor and the
                                                                                    Secured Party and/or as
                                                                                    identified under that certain
                                                                                    Bill of Sale dated 2/27/97,
                                                                                    between the Debtor and
                                                                                    Secured Party and that certain
                                                                                    Purchase Agreement between
                                                                                    Debtor and Secured Party of
                                                                                    which such Bill of Sale is a
                                                                                    part which MB Owned
                                                                                    Equipment includes that set
                                                                                    forth in attached Schedule A

   LDM Technologies, Inc.                      X       96-CV-1166    12/19/96       WILLIAM REESE V. ARROW N.A.,
                                                                                    INC. AKA LDM TECHNOLOGIES
                                                                                    INC. Civil rights-employment
                                                                                    matter. Order granting
                                                                                    Plaintiff's motion for voluntary
                                                                                    nonsuit is granted, and action
                                                                                    dismissed without prejudice
                                                                                    on 11/18/97

   LDM Technologies, Inc.                      X       00-CV-659      7/11/00       DOUGLAS PERKINS V. LDM
                                                                                    TECHNOLOGIES INC. Civil
                                                                                    rights-employment matter.
                                                                                    Concise statement of
                                                                                    undisputed material facts by
                                                                                    deft in support of motion for
                                                                                    summary judgment on 3/2/01
</TABLE>



                                      -73-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party              Jurisdiction         Search        UCC
(as shown on statement)        (as shown on statement)                               through
                                                                                      date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.                 N/A                 US District Court -     3/9/01
                                                               Middle District,
                                                                  Tennessee
                                                                  (Nashville
                                                                  Division)





  LDM Technologies, Inc.                 N/A                    US Bankruptcy        3/5/01
                                                                Court - Middle
                                                             District, Tennessee
                                                                  (Nashville
                                                                  Division)

  LDM Technologies, Inc.                 N/A                    Sumner County,       3/14/01       X
                                                                  Tennessee


  LDM Technologies, Inc.                 N/A                    Sumner County,       3/14/01
                                                                  Tennessee

  LDM Technologies, Inc.                 N/A                    Sumner County,       3/14/01
                                                                  Tennessee


  LDM Technologies, Inc.                 N/A                    Sumner County,       3/14/01
                                                                  Tennessee

  LDM Technologies, Inc.                 N/A                      Williamson         3/14/01       X
                                                              County, Tennessee


  LDM Technologies, Inc.                 N/A                      Williamson         3/14/01
                                                              County, Tennessee

  LDM Technologies, Inc.                 N/A                      Williamson         3/14/01
                                                              County, Tennessee

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
 LDM Technologies, Inc.                        X           99-CV-128        7/6/99      LDM TECHNOLOGIES INC. AND
                                                                                        PAN-AMERICAN LIFE INSURANCE
                                                                                        COMPANY V. TIMOTHY M.
                                                                                        WHITE Labor-employment
                                                                                        matter. Order granting motion
                                                                                        for default judgment against
                                                                                        Timothy M. White,
                                                                                        terminating the case on
                                                                                        10/19/00

 LDM Technologies, Inc.                        X           N/A              N/A         No Bankruptcy cases on file
                                                                                        from 1/2/91

 LDM Technologies, Inc.                                    N/A              N/A         No statements on file. This
                                                                                        search includes any fixture
                                                                                        statements indexed in the UCC
                                                                                        records

 LDM Technologies, Inc.         X                          N/A              N/A         No UCC fixture statements on
                                                                                        file

 LDM Technologies, Inc.                X                   N/A              N/A         No State/Federal tax Liens on
                                                                                        file and no EPA/ERISA Liens
                                                                                        filed in the tax lien records
                                                                                        from 10 years past to present

 LDM Technologies, Inc.                        X           N/A              N/A         No Pending Suits/Judgments
                                                                                        on file from 10 years past

 LDM Technologies, Inc.                                    N/A              N/A         No statements on file. This
                                                                                        search includes any fixture
                                                                                        statements indexed in the UCC
                                                                                        records
 LDM Technologies, Inc.
                                X                          N/A              N/A         No UCC fixture statements on
                                                                                        file
 LDM Technologies, Inc.
                                       X                   N/A              N/A         No State/Federal tax Liens on
                                                                                        file and no EPA/ERISA Liens
                                                                                        filed in the tax lien records
                                                                                        from 10 years past to present
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
 LDM Technologies, Inc.                 N/A                        Williamson          3/14/01     X
                                                               County, Tennessee

 LDM Technologies, Inc.           Bank of America National     Secretary of State,     3/12/01
2500 Executive Hills Drive          Association, as Agent            Texas
   Auburn Hills, 48326            231 South LaSalle Street,
                                         Suite 1600
                                     Chicago, IL 60697

 LDM Technologies, Inc.                 N/A                    US District Court -     3/12/01
                                                               Southern District,
                                                                     Texas
                                                                 (Brownsville
                                                                   Division)

 LDM Technologies, Inc.                 N/A                      US Bankruptcy         3/14/01
                                                                Court - Southern
                                                                District, Texas
                                                               (Houston Division)

 LDM Technologies, Inc.                 N/A                     Cameron County,        3/6/01      X
                                                                     Texas

 LDM Technologies, Inc.                 N/A                     Cameron County,        3/6/01
                                                                     Texas

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
 LDM Technologies, Inc.                        X            N/A              N/A        No Pending Suits/Judgments
                                                                                        on file from 10 years past

 LDM Technologies, Inc.                                     99-167450        8/19/99    BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                              right, title and interest in the
   Auburn Hills 48326                                                                   personal property, whether
                                                                                        now owned or existing or
                                                                                        hereafter acquired or arising
                                                                                        and regardless of where
                                                                                        located described below,
                                                                                        including, without limitation,
                                                                                        all accounts, chattel paper,
                                                                                        contracts, deposit accounts,
                                                                                        documents, equipment,
                                                                                        fixtures, general intangibles,
                                                                                        goods, instruments, inventory,
                                                                                        machinery, motor vehicles,
                                                                                        money, cash or cash
                                                                                        equivalent, and proceeds and
                                                                                        products of all or any of the
                                                                                        foregoing, as more fully
                                                                                        described below

 LDM Technologies, Inc.                        X            N/A              N/A        No Pending Suits/Judgments
                                                                                        on file from 1/2/91. This
                                                                                        search includes any Federal
                                                                                        Tax Liens indexed in this
                                                                                        court

 LDM Technologies, Inc.                        X            N/A              N/A        No Bankruptcy cases on file
                                                                                        from 5/31/91

 LDM Technologies, Inc.                                     N/A              N/A        No statements on file. This
                                                                                        search includes any fixture
                                                                                        statements indexed in the UCC
                                                                                        records

 LDM Technologies, Inc.         X                           N/A              N/A        No UCC fixture statements on
                                                                                        file
</TABLE>




                                      -75-
<PAGE>

<TABLE>
<CAPTION>
        Debtor                       Secured Party               Jurisdiction          Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                        date
<S>                            <C>                           <C>                    <C>           <C>
  LDM Technologies, Inc.                  N/A                  Cameron County,          3/6/01
                                                                    Texas

  LDM Technologies, Inc.                  N/A                  Cameron County,          3/6/01
                                                                    Texas

                                LDM HOLDING CANADA, INC.

 LDM Holding Canada, Inc.                 N/A                Secretary of State,      12/31/00      X
                                                                   Indiana

 LDM Holding Canada, Inc.                 N/A                US District Court -        3/9/01
                                                             Northern District,
                                                                   Indiana
                                                                 (Fort Wayne
                                                                  Division)

 LDM Holding Canada, Inc.                 N/A                   US Bankruptcy          3/13/01
                                                              Court - Northern
                                                              District, Indiana
                                                                 (Fort Wayne
                                                                  Division)

 LDM Holding Canada, Inc.                 N/A                   Noble County,          3/14/01      X
                                                                   Indiana

 LDM Holding Canada, Inc.                 N/A                   Noble County,          3/14/01
                                                                   Indiana

 LDM Holding Canada, Inc.                 N/A                   Noble County,          3/5/01
                                                                   Indiana









 LDM Holding Canada, Inc.                 N/A                   Noble County,         3/5/01
                                                                   Indiana

 LDM Holding Canada, Inc.                 N/A                  Superior Court,        3/5/01
                                                                Noble County,
                                                                   Indiana

 LDM Holding Canada, Inc.                 N/A                   County Court,         3/5/01
                                                                Noble County,
                                                                   Indiana
<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
  LDM Technologies, Inc.               X                     N/A            N/A          No State/Federal tax Liens on
                                                                                         file and no EPA/ERISA Liens
                                                                                         filed in the tax lien records
                                                                                         from 10 years past to present

  LDM Technologies, Inc.                        X            N/A            N/A          No Pending Suits/Judgments
                                                                                         on file from 10 years past


 LDM Holding Canada, Inc.                                    N/A            N/A          No UCC statements on file


 LDM Holding Canada, Inc.                       X            N/A            N/A          No Pending Suits/Judgments
                                                                                         on file from 1/3/92. This
                                                                                         search includes any Federal
                                                                                         Tax Liens indexed in this
                                                                                         court

 LDM Holding Canada, Inc.                       X            N/A            N/A          No Bankruptcy cases on file
                                                                                         from 1/4/88

 LDM Holding Canada, Inc.                                    N/A            N/A          No statements

 LDM Holding Canada, Inc.       X                            N/A            N/A          No UCC fixture statements on
                                                                                         file

 LDM Holding Canada, Inc.              X                     N/A            N/A          No Federal Tax Liens on file
                                                                                         from 1/1/91 through 3/5/01.
                                                                                         No State Tax Liens on file
                                                                                         from 1/1/91 through 12/29/00.
                                                                                         No EPA/ERISA liens on tile
                                                                                         from 1/1/91 through 12/29/00

 LDM Holding Canada, Inc.                       X            N/A            N/A          No Pending Suits/Judgments
                                                                                         on file from 10 years past

 LDM Holding Canada, Inc.                       X            N/A            N/A          No Pending Suits/Judgments
                                                                                         on file from 10 years past

 LDM Holding Canada, Inc.                       X            N/A            N/A          No Pending Suits/Judgments
                                                                                         on file from 10 years past
</TABLE>

                                     -76-











<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
 LDM Holdings Canada, inc.              N/A                   Secretary of State,     3/9/01        X
                                                                   Kentucky

                                                              US District Court-      3/9/01
                                                              Western District,
                                                                   Kentucky
                                                                  (Owensboro
                                                                   Division)

 LDM Holding Canada, Inc.                N/A                    US Bankruptcy         3/14/01
                                                               Court - Western
                                                              District, Kentucky
                                                                 (Louisville
                                                                  Division)

 LDM Holding Canada, Inc.                N/A                    Daviess County,       3/14/01       X
                                                                   Kentucky


 LDM Holding Canada, Inc.                N/A                    Daviess County,       3/14/01
                                                                   Kentucky


 LDM Holding Canada, Inc.                N/A                    Daviess County,        3/14/01
                                                                   Kentucky



 LDM Holding Canada, Inc.                N/A                    Daviess County,        3/14/01
                                                                   Kentucky

 LDM Holding Canada, Inc.         BankAmerica Business         Secretary of State,     3/2/01       X
2500 Executive Hills Drive       Credit, Inc., as Agent            Michigan
  Auburn Hills, MI 48326        231 South LaSalle Street
                                    Chicago, IL 60697

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
 LDM Holdings Canada, inc.                                  N/A            N/A         No UCC statements on file


                                               X            N/A            N/A         No Pending Suits/Judgments
                                                                                       on file from 1/2/91. This
                                                                                       search includes any Federal
                                                                                       Tax Liens indexed in this
                                                                                       court

 LDM Holding Canada, Inc.                      X            N/A            N/A         No Bankruptcy cases on file
                                                                                       from 1/2/86




 LDM Holding Canada, Inc.                                   N/A            N/A         No statements on file. This
                                                                                       search includes any fixture
                                                                                       statements indexed in the UCC
                                                                                       records

 LDM Holding Canada, Inc.       X                           N/A            N/A         No UCC fixture statements on
                                                                                       file


 LDM Holding Canada, Inc.              X                    N/A            N/A         No State/Federal tax Liens on
                                                                                       file and no EPA/ERISA Liens
                                                                                       filed in the tax lien records
                                                                                       from 10 years past to present

 LDM Holding Canada, Inc.                      X            N/A            N/A         No Pending Suits/Judgments
                                                                                       on file from 10 years past

 LDM Holding Canada, Inc.                                   81717B         1/22/97     BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                             right, title and interest in
  Auburn Hills, MI 48326                                                               General Intangibles, whether
                                                                                       now owned or existing or
                                                                                       hereafter acquired or arising,
                                                                                       including, without limitation,
                                                                                       proceeds of the General
                                                                                       Intangibles.
</TABLE>




                                      -77-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
 LDM Holding Canada, Inc.          BankAmerica Business       Secretary of State,       3/2/01     X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697







 LDM Holding Canada, Inc.          BankAmerica Business       Secretary of State,       3/2/01     X
2500 Executive Hills Drive        Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697





<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
 LDM Holding Canada, Inc.                                  04433C         6/22/99      AMENDMENT to original
2500 Executive Hills Drive                                                             81717B, changing Secured
  Auburn Hills, MI 48326                                                               Party to

                                                                                       Bank of America National
                                                                                       Trust and Savings Association,
                                                                                       as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697

 LDM Holding Canada, Inc.                                  05447C         7/26/99      AMENDMENT to original
2500 Executive Hills Drive                                                             81717B, changing Secured
  Auburn Hills, MI 48326                                                               Party to


                                                                                       Bank of America National Trust
                                                                                       and Savings Association, as
                                                                                       Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697
</Table>


                                      -78-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction         Search      UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>

 LDM Holding Canada, Inc.       BankAmerica Business         Secretary of State,      3/2/01       X
2500 Executive Hills Drive        Credit, Inc.,                    Michigan
  Auburn Hills, MI 48326             as Agent
                               231 South LaSalle Street
                                  Chicago, IL 60697



 LDM Holding Canada, Inc.       BankAmerica Business         Secretary of State,      3/2/01       X
2500 Executive Hills Drive        Credit, Inc.,                    Michigan
  Auburn Hills, MI 48326             as Agent
                               231 South LaSalle Street
                                  Chicago, IL 60697

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
 LDM Holding Canada, Inc.                                  93422B        4/9/98        BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                             right, title and interest in
  Auburn Hills, MI 48326                                                               the personal property, whether
                                                                                       now owned or existing or
                                                                                       hereafter acquired or arising
                                                                                       and regardless of where
                                                                                       located described below,
                                                                                       including, without limitation,
                                                                                       all accounts, chattel paper,
                                                                                       contracts, deposit accounts,
                                                                                       documents, equipment,
                                                                                       fixtures, general intangibles,
                                                                                       goods, instruments, inventory,
                                                                                       machinery, motor vehicles,
                                                                                       money, cash or cash
                                                                                       equivalent, and proceeds and
                                                                                       products of all or any of the
                                                                                       foregoing, as more fully
                                                                                       described below

 LDM Holding Canada, Inc.                                  04434C        6/22/99       AMENDMENT to original
2500 Executive Hills Drive                                                             93422B, changing Secured Party to
  Auburn Hills, MI 48326
                                                                                       Bank of America National Trust
                                                                                       and Savings Association as
                                                                                       Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697

</TABLE>



                                      -79-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                       Secured Party                Jurisdiction        Search       UCC
(as shown on statement)        (as shown on statement)                                through
                                                                                       date
<S>                            <C>                           <C>                    <C>           <C>
 LDM Holding Canada, Inc.         BankAmerica Business        Secretary of State,    3/2/01        X
2500 Executive Hills Drive        Credit, Inc., as Agent      Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                  Chicago, IL 60697






 LDM Holding Canada, Inc.         N/A                         US District Court -    3/12/01
                                                              Eastern District,
                                                              Michigan
                                                              (Flint Division)

 LDM Holding Canada, Inc.         N/A                         US District Court -    3/12/01
                                                              Eastern District,
                                                              Michigan
                                                              (Detroit Division)

 LDM Holding Canada, Inc.         N/A                         US District Court -    3/12/01
                                                              Eastern District,
                                                              Michigan
                                                              (Ann Arbor
                                                              Division)

 LDM Holding Canada, Inc.         N/A                         US Bankruptcy          3/13/01
                                                              Court - Eastern
                                                              District, Michigan
                                                              (Flint Division)

 LDM Holding Canada, Inc.         N/A                         US Bankruptcy          3/13/01
                                                              Court - Eastern
                                                              District, Michigan
                                                              (Detroit Division)

 LDM Holding Canada, Inc.         N/A                         Livingston County,     3/16/01       X
                                                              Michigan

<CAPTION>

        Debtor                 Fix    Liens   Suits        File No.    File Date         Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg
<S>                            <C>    <C>     <C>          <C>         <C>             <C>
  LDM Holding Canada, Inc.                                  05450C         7/26/99      AMENDMENT to original
 2500 Executive Hills Drive                                                             93422B, changing Secured
   Auburn Hills, MI 48326                                                               Party to

                                                                                        Bank of America National
                                                                                        Trust and Savings Association,
                                                                                        as Agent
                                                                                        231 South LaSalle Street,
                                                                                        Suite 1600
                                                                                        Chicago, IL 60697

  LDM Holding Canada, Inc.                     X            N/A            N/A          No Pending Suits/Judgments
                                                                                        on file from 1/6/88. This
                                                                                        search includes any Federal
                                                                                        Tax Liens indexed in this
                                                                                        court

  LDM Holding Canada, Inc.                     X            N/A            N/A          No Pending Suits/Judgments
                                                                                        on file from 1/6/88. This
                                                                                        search includes any Federal
                                                                                        Tax Liens indexed in this
                                                                                        court

  LDM Holding Canada, Inc.                     X            N/A            N/A          No Pending Suits/Judgments
                                                                                        on file from 1/6/88. This
                                                                                        search includes any Federal
                                                                                        Tax Liens indexed in this
                                                                                        court

  LDM Holding Canada, Inc.                     X            N/A            N/A          No Bankruptcy cases on file
                                                                                        from 112190

  LDM Holding Canada, Inc.                     X            N/A            N/A          No Bankruptcy cases on file
                                                                                        from 1/2/90

  LDM Holding Canada, Inc.                                  N/A            N/A          No statements on file. This
                                                                                        search includes any fixture
                                                                                        statements indexed in the UCC
                                                                                        records
</TABLE>



                                      -80-
<PAGE>
<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
 LDM Holding Canada, Inc.                   N/A                 Livingston County,     3/16/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Livingston County,     3/16/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Livingston County,     3/16/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Oakland County,        3/15/01       X
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Oakland County,        3/15/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Oakland County,        3/15/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Oakland County,        3/16/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Saint Clair County,    3/13/01       X
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Saint Clair County,    3/13/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Saint Clair County,    3/13/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Saint Clair County,    3/15/01
                                                                    Michigan

 LDM Holding Canada, Inc.                   N/A                 Sanilac County,        3/21/01       X
                                                                    Michigan

<CAPTION>

        Debtor                     Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>           <C>
 LDM Holding Canada, Inc.         X                            N/A            N/A     No UCC fixture statements on
                                                                                      file

 LDM Holding Canada, Inc.               X                      N/A            N/A     No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

 LDM Holding Canada, Inc.                      X               N/A            N/A     No Pending Suits/Judgments
                                                                                      on file from 10 years past

 LDM Holding Canada, Inc.                                      N/A            N/A     No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

 LDM Holding Canada, Inc.         X                            N/A            N/A     No UCC fixture statements on
                                                                                      file

 LDM Holding Canada, Inc.               X                      N/A            N/A     No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

 LDM Holding Canada, Inc.                      X               N/A            N/A     No Pending Suits/Judgments
                                                                                      on file from 10 years past

 LDM Holding Canada, Inc.                                      N/A            N/A     No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

 LDM Holding Canada, Inc.         X                            N/A            N/A     No UCC fixture statements on
                                                                                      file

 LDM Holding Canada, Inc.               X                      N/A            N/A     No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

 LDM Holding Canada, Inc.                      X               N/A            N/A     No Pending Suits/Judgments
                                                                                      on file from 10 years past

 LDM Holding Canada, Inc.                                      N/A            N/A     No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records
</Table>


                                      -81-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
LDM Holding Canada, Inc.                    N/A                 Sanilac County,        3/21/01
                                                                   Michigan

LDM Holding Canada, Inc.                    N/A                 Sanilac County,        3/21/01
                                                                   Michigan

LDM Holding Canada, Inc.                    N/A                 Sanilac County,        3/20/01
                                                                   Michigan

LDM Holding Canada, Inc.                    N/A                    Shiawassee          3/14/01       X
                                                                County, Michigan

LDM Holding Canada, Inc.                    N/A                    Shiawassee          3/14/01
                                                                County, Michigan

LDM Holding Canada, Inc.                    N/A                    Shiawassee          3/14/01
                                                                County, Michigan

LDM Holding Canada, Inc.                    N/A                    Shiawassee          3/14/01
                                                                County, Michigan

LDM Holding Canada, Inc.                    N/A                 Secretary of State,    1/5/01        X
                                                                       Ohio

LDM Holding Canada, Inc.                    N/A                 US District Court -    3/9/01
                                                                Northern District,
                                                                       Ohio
                                                                (Toledo Division)

LDM Holding Canada, Inc.                    N/A                 US District Court -    3/12/01
                                                                Southern District,
                                                                       Ohio
                                                                    (Columbus
                                                                    Division)

LDM Holding Canada, Inc.                    N/A                  US Bankruptcy         3/14/01
                                                                Court - Southern
                                                                 District, Ohio
                                                                    (Columbus
                                                                    Division)

<CAPTION>

        Debtor                      Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                           &                                      Comments/Collateral
                                                Judg

<S>                                <C>   <C>    <C>       <C>            <C>           <C>
LDM Holding Canada, Inc.           X                           N/A           N/A       No UCC fixture statements on
                                                                                       file

LDM Holding Canada, Inc.                 X                     N/A           N/A       No State/Federal tax Liens on
                                                                                       file and no EPA/ERISA Liens
                                                                                       filed in the tax lien records
                                                                                       from 10 years past to present

LDM Holding Canada, Inc.                        X              N/A           N/A       No Pending Suits/Judgments
                                                                                       on file from 10 years past

LDM Holding Canada, Inc.                                       N/A           N/A       No statements on file. This
                                                                                       search includes any fixture
                                                                                       statements indexed in the UCC
                                                                                       records

LDM Holding Canada, Inc.           X                           N/A           N/A       No statements on file

LDM Holding Canada, Inc.                 X                     N/A           N/A       No State/Federal tax Liens on
                                                                                       file and no EPA/ERISA Liens
                                                                                       filed in the tax lien records
                                                                                       from 10 years past to present

LDM Holding Canada, Inc.                        X              N/A           N/A       No Pending Suits/Judgments
                                                                                       on file from 10 years past

LDM Holding Canada, Inc.                                       N/A           N/A       No UCC statements on file

LDM Holding Canada, Inc.                        X              N/A           N/A       No Pending Suits/Judgments
                                                                                       on file from 1/3/89. This
                                                                                       search includes any Federal
                                                                                       Tax Liens indexed in this
                                                                                       court

LDM Holding Canada, Inc.                        X              N/A           N/A       No Pending Suits/Judgments
                                                                                       on file from 1/4/88. This
                                                                                       search includes any Federal
                                                                                       Tax Liens indexed in this
                                                                                       court
LDM Holding Canada, Inc.                        X              N/A           N/A       No Bankruptcy cases on file
                                                                                       from 1/1/91
</TABLE>


                                      -82-


<PAGE>

<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
LDM Holding Canada, Inc.                     N/A                  US Bankruptcy        3/9/01
                                                                Court - Northern
                                                                 District, Ohio
                                                                (Toledo Division)

LDM Holding Canada, Inc.                     N/A                Guernsey County,       3/14/01       X
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Guernsey County,       3/14/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Guernsey County,       3/14/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Guernsey County,       3/14/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Henry County,          3/13/01       X
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Henry County,          3/13/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Henry County,          3/13/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Henry County,          3/13/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Pickaway County,       3/19/01       X


LDM Holding Canada, Inc.                     N/A                Pickaway County,       3/19/01
                                                                      Ohio

<CAPTION>

        Debtor                     Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>           <C>
LDM Holding Canada, Inc.                       X               N/A           N/A      No Bankruptcy cases on file
                                                                                      from 1/2/85

LDM Holding Canada, Inc.                                       N/A           N/A      No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

LDM Holding Canada, Inc.          X                            N/A           N/A      No UCC fixture statements on
                                                                                      file

LDM Holding Canada, Inc.                X                      N/A           N/A      No State/Federal tax liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

LDM Holding Canada, Inc.                       X               N/A           N/A      No Pending Suits/Judgments
                                                                                      on file from 10 years past

LDM Holding Canada, Inc.                                       N/A           N/A      No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

LDM Holding Canada, Inc.          X                            N/A           N/A      No UCC fixture statements on
                                                                                      file

LDM Holding Canada, Inc.                X                      N/A           N/A      No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

LDM Holding Canada, Inc.                       X               N/A           N/A      No Pending Suits/Judgments
                                                                                      on file from 10 years past

LDM Holding Canada, Inc.                                       N/A           N/A      No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records

LDM Holding Canada, Inc.          X                            N/A           N/A      No statements on file

</TABLE>


                                      -83-


<PAGE>

<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                          <C>                     <C>           <C>
LDM Holding Canada, Inc.                     N/A                Pickaway County,       3/19/01
                                                                      Ohio


LDM Holding Canada, Inc.                     N/A                Pickaway County,       3/19/01
                                                                      Ohio

LDM Holding Canada, Inc.                     N/A                Secretary of State,    3/8/01        X
                                                                  Pennsylvania

LDM Holding Canada, Inc.                     N/A                US District Court -    3/12/01
                                                                Eastern District,
                                                                  Pennsylvania
                                                                 (Philadelphia
                                                                    Division)

LDM Holding Canada, Inc.                     N/A                US District Court -    3/13/01
                                                                Eastern District,
                                                                  Pennsylvania
                                                                 (Philadelphia
                                                                   Division)

LDM Holding Canada, Inc.                     N/A                  Montgomery           2/28/01       X
                                                                    County,
                                                                 Pennsylvania

LDM Holding Canada, Inc.                     N/A                  Montgomery           3/12/01
                                                                   County,
                                                                 Pennsylvania

LDM Holding Canada, Inc.                     N/A                  Montgomery           2/26/01
                                                                    County,
                                                                 Pennsylvania

LDM Holding Canada, Inc.                     N/A                  Montgomery           2/26/01
                                                                    County,
                                                                 Pennsylvania

LDM Holding Canada, Inc.                     N/A               Secretary of State,     3/14/01       X
                                                                  Tennessee

<CAPTION>

        Debtor                    Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                         &                                      Comments/Collateral
                                              Judg

<S>                              <C>   <C>    <C>       <C>            <C>           <C>
LDM Holding Canada, Inc.               X                     N/A            N/A      No State/Federal tax Liens on
                                                                                     file and no EPA/ERISA Liens
                                                                                     filed in the tax lien records
                                                                                     from 10 years past to present

LDM Holding Canada, Inc.                      X              N/A            N/A      No Pending Suits/Judgments
                                                                                     on file from 10 years past

LDM Holding Canada, Inc.                                     N/A            N/A      No UCC statements on file

LDM Holding Canada, Inc.                      X              N/A            N/A      No Pending Suits/Judgments
                                                                                     on file from 11/4/70. This
                                                                                     search includes any Federal
                                                                                     Tax Liens indexed in this
                                                                                     court

LDM Holding Canada, Inc.                      X              N/A            N/A      No Bankruptcy cases on file
                                                                                     from 1/3/89

LDM Holding Canada, Inc.                                     N/A            N/A      No statements on file

LDM Holding Canada, Inc.         X                           N/A            N/A      No UCC fixture statements on
                                                                                     file

LDM Holding Canada, Inc.               X                     N/A            N/A      No State/Federal tax Liens on
                                                                                     file and no EPA/ERISA Liens
                                                                                     filed in the tax lien records
                                                                                     from 10 years past to present

LDM Holding Canada, Inc.                      X              N/A            N/A      No Pending Suits/Judgments
                                                                                     on file from 10 years past

LDM Holding Canada, Inc.                                     N/A            N/A      No UCC statements on file


</TABLE>


                                      -84-









<PAGE>

<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                         <C>                      <C>           <C>
LDM Holding Canada, Inc.                      N/A               US District Court -    3/9/01
                                                                 Middle District,
                                                                    Tennessee
                                                                   (Nashville
                                                                    Division)

LDM Holding Canada, Inc.                      N/A                US Bankruptcy         3/5/01
                                                                 Court - Middle
                                                              District, Tennessee
                                                                   (Nashville
                                                                   Division)

LDM Holding Canada, Inc.                      N/A                Sumner County,        3/14/01       X
                                                                   Tennessee

LDM Holding Canada, Inc.                      N/A                Sumner County,        3/14/01
                                                                  Tennessee

LDM Holding Canada, Inc.                      N/A                Sumner County,        3/14/01
                                                                  Tennessee

LDM Holding Canada, Inc.                      N/A                Sumner County,        3/14/01
                                                                   Tennessee

LDM Holding Canada, Inc.                      N/A                 Williamson           3/14/01       X
                                                               County, Tennessee

LDM Holding Canada, Inc.                      N/A                 Williamson           3/14/01
                                                               County, Tennessee

LDM Holding Canada, Inc.                      N/A                 Williamson           3/14/01
                                                               County, Tennessee

LDM Holding Canada, Inc.                      N/A                 Williamson           3/14/01
                                                               County, Tennessee

<CAPTION>

        Debtor                Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                     &                                      Comments/Collateral
                                          Judg

<S>                          <C>   <C>    <C>       <C>            <C>           <C>
LDM Holding Canada, Inc.                  X              N/A             N/A     No Pending Suits/Judgments
                                                                                 on file from 1/5/94. This
                                                                                 search includes any Federal
                                                                                 Tax Liens indexed in this
                                                                                 court

LDM Holding Canada, Inc.                  X              N/A             N/A     No Bankruptcy cases on file
                                                                                 from 1/2/86



LDM Holding Canada, Inc.                                 N/A             N/A     No statements on file. This
                                                                                 search includes any fixture
                                                                                 statements indexed in the UCC
                                                                                 records

LDM Holding Canada, Inc.     X                           N/A             N/A     No UCC fixture statements on
                                                                                 file

LDM Holding Canada, Inc.           X                     N/A             N/A     No State/Federal tax Liens on
                                                                                 file and no EPA/ERISA Liens
                                                                                 filed in the tax lien records
                                                                                 from 10 years past to present

LDM Holding Canada, Inc.                  X              N/A             N/A     No Pending Suits/Judgments
                                                                                 on file from 10 years past

LDM Holding Canada, Inc.                                 N/A             N/A     No statements on file. This
                                                                                 search includes any fixture
                                                                                 statements indexed in the UCC
                                                                                 records

LDM Holding Canada, Inc.     X                           N/A             N/A     No UCC fixture statements on
                                                                                 file

LDM Holding Canada, Inc.           X                     N/A             N/A     No State/Federal tax Liens on
                                                                                 file and no EPA/ERISA Liens
                                                                                 filed in the tax lien records
                                                                                 from 10 years past to present

LDM Holding Canada, Inc.                  X              N/A             N/A     No Pending Suits/Judgments
                                                                                 on file from 10 years past
</TABLE>


                                      -85-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                          <C>                     <C>           <C>
 LDM Holding Canada, Inc.                   N/A                Secretary of State,     3/12/01       X
                                                                     Texas



 LDM Holding Canada, Inc.                   N/A                 US District Court -    3/12/01
                                                                Southern District,
                                                                     Texas
                                                                  (Brownsville
                                                                    Division)
 LDM Holding Canada, Inc.                   N/A                  US Bankruptcy         3/14/01
                                                                Court - Southern
                                                                District, Texas
                                                               (Houston Division)

 LDM Holding Canada, Inc.                   N/A                  Cameron County,       3/6/01        X
                                                                     Texas


 LDM Holding Canada, Inc.                   N/A                  Cameron County,       3/6/01
                                                                     Texas
 LDM Holding Canada, Inc.                   N/A                  Cameron County,       3/6/01
                                                                     Texas



 LDM Holding Canada, Inc.                   N/A                  Cameron County,       3/6/01
                                                                     Texas

                                                 LDM HOLDINGS, L.L.C.

   LDM Holdings, L.L.C              BankAmerica Business       Secretary of State,     3/2/01        X
2500 Executive Hills Drive         Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326            231 South LaSalle Street
                                     Chicago, IL 60697
</TABLE>


<TABLE>
<CAPTION>
        Debtor                     Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                          &                                      Comments/Collateral
                                               Judg

<S>                               <C>   <C>    <C>       <C>            <C>           <C>
 LDM Holding Canada, Inc.                                      N/A            N/A     No UCC statements on file.
                                                                                      No Federal Tax Liens on file
                                                                                      from 10 years past. This
                                                                                      search includes all liens in the
                                                                                      state's UCC records
 LDM Holding Canada, Inc.                      X               N/A            N/A     No Pending Suits/Judgments
                                                                                      on file from 1/2/91. This
                                                                                      search includes any Federal
                                                                                      Tax Liens indexed in this
                                                                                      court

 LDM Holding Canada, Inc.                      X               N/A            N/A     No Bankruptcy cases on file
                                                                                      from 5/31/91


 LDM Holding Canada, Inc.                                      N/A            N/A     No statements on file. This
                                                                                      search includes any fixture
                                                                                      statements indexed in the UCC
                                                                                      records
 LDM Holding Canada, Inc.         X                            N/A            N/A     No UCC fixture statements on
                                                                                      file
 LDM Holding Canada, Inc.               X                      N/A            N/A     No State/Federal tax Liens on
                                                                                      file and no EPA/ERISA Liens
                                                                                      filed in the tax lien records
                                                                                      from 10 years past to present

 LDM Holding Canada, Inc.                      X               N/A            N/A     No Pending Suits/Judgments
                                                                                      on file from 10 years past

   LDM Holdings, L.L.C                                         81716B       1/22/97   BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                            right, title and interest in
  Auburn Hills, MI 48326                                                              General Intangibles, whether
                                                                                      now owned or existing or
                                                                                      hereafter acquired or arising,
                                                                                      including, without limitation,
                                                                                      proceeds of the General
                                                                                      Intangibles
</TABLE>


                                      -86-


<PAGE>



<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                              <C>                            <C>                    <C>           <C>
    LDM Holdings, L.L.C             BankAmerica Business        Secretary of State,    3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                     Chicago, IL 60697

    LDM Holdings, L.L.C             BankAmerica Business        Secretary of State,    3/2/01         X
2500 Executive Hills Drive        Credit, Inc., as Agent            Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                     Chicago, IL 60697






    LDM Holdings, L.L.C             BankAmerica Business        Secretary of State,    3/2/01         X
2500 Executive Hills Drive         Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697







<CAPTION>
        Debtor              Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                   &                                      Comments/Collateral
                                        Judg

<S>                        <C>   <C>    <C>       <C>            <C>           <C>
    LDM Holdings, L.L.C                               90025B        10/28/97   AMENDMENT to original
2500 Executive Hills Drive                                                     81716B, amending to include
  Auburn Hills, MI 48326                                                       Debtor's Tax ID Number 38-
                                                                               3333584

    LDM Holdings, L.L.C                               04430C        6/22/99    AMENDMENT to original
2500 Executive Hills Drive                                                     81716B, changing Secured
  Auburn Hills, MI 48326                                                       Party to

                                                                               Bank of America National
                                                                               Trust and Savings Association,
                                                                               as Agent
                                                                               231 South LaSalle Street,
                                                                               Suite 1600
                                                                               Chicago, IL 60697

    LDM Holdings, L.L.C                               05446C        7/26/99    AMENDMENT to original
2500 Executive Hills Drive                                                     81716B, changing Secured
  Auburn Hills, MI 48326                                                       Party to

                                                                               Bank of America National
                                                                               Trust and Savings Association,
                                                                               as Agent
                                                                               231 South LaSalle Street,
                                                                               Suite 1600
                                                                               Chicago, IL 60697
</TABLE>


                                      -87-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
    LDM Holdings, L.L.C              BankAmerica Business       Secretary of State,    3/2/01        X
2500 Executive Hills Drive          Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326            231 South LaSalle Street
                                      Chicago, IL 60697















    LDM Holdings, L.L.C              BankAmerica Business       Secretary of State,    3/2/01        X
2500 Executive Hills Drive          Credit, Inc., as Agent           Michigan
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697








<CAPTION>
        Debtor              Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                   &                                      Comments/Collateral
                                        Judg

<S>                        <C>   <C>    <C>       <C>            <C>           <C>
    LDM Holdings, L.L.C                           92009B         2/6/98        BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                     right, title and interest in the
  Auburn Hills, MI 48326                                                       personal property, whether
                                                                               now owned or existing or
                                                                               hereafter acquired or arising
                                                                               and regardless of where
                                                                               located described below,
                                                                               including, without limitation,
                                                                               all accounts, chattel paper,
                                                                               contracts, deposit accounts,
                                                                               documents, equipment,
                                                                               fixtures, general intangibles,
                                                                               goods, instruments, inventory,
                                                                               machinery, motor vehicles,
                                                                               money, cash or cash
                                                                               equivalent, and proceeds and
                                                                               products of all or any of the
                                                                               foregoing, as more fully
                                                                               described below
    LDM Holdings, L.L.C
2500 Executive Hills Drive                        06233C         8/24/99       AMENDMENT to original
  Auburn Hills, MI 48326                                                       92009B, changing Secured
                                                                               Party to

                                                                               Bank of America National
                                                                               Trust and Savings Association,
                                                                               as Agent
                                                                               231 South LaSalle Street,
                                                                               Suite 1600
                                                                               Chicago, IL 60697
</TABLE>


                                      -88-


<PAGE>
<TABLE>
<CAPTION>

                                                                                       Search
        Debtor                        Secured Party              Jurisdiction          through      UCC
(as shown on statement)          (as shown on statement)                                date

<S>                            <C>                           <C>                    <C>           <C>
 LDM Technologies, Inc.          AT&T Credit Corporation      Secretary of State,    3/2/01       X
    1250 Maplelawn                   2 Gatehall Drive             Michigan
    Troy, MI 48084                 Parsippany, NJ 07054




 LDM Technologies, Inc.          AT&T Credit Corporation      Secretary of State,    3/2/01       X
    1250 Maplelawn                   2 Gatehall Drive             Michigan
    Troy, MI 48084                 Parsippany, NJ 07054




  LDM Technologies, Inc.           BankAmerica Business       Secretary of State,    3/2/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697


  LDM Technologies, Inc.           BankAmerica Business       Secretary of State,    3/2/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697






<CAPTION>



        Debtor              Fix    Liens     Suits        File No.   File Date           Search Results
(as shown on statement)                       &                                       Comments/Collateral
                                             Judg

<S>                        <C>    <C>     <C>          <C>         <C>           <C>
 LDM Technologies, Inc.                                    78657B     10/3/96      Definity extender leased under Lease No.
    1250 Maplelawn                                                                 M306948 and all attachments,  accessories,
    Troy, MI 48084                                                                 additions, substitutions, products, replacements
                                                                                   and rentals and a right to use license for any
                                                                                   software related to any of the foregoing, and
                                                                                   proceeds therefrom (including insurance proceeds)

 LDM Technologies, Inc.                                    78658B     10/3/96      Definity G3I leased under Lease No.
    1250 Maplelawn                                                                 M306948 and all attachments,  accessories,
    Troy, MI 48084                                                                 additions, substitutions, products, replacements
                                                                                   and rentals and a right to use license for any
                                                                                   software related to any of the foregoing, and
                                                                                   proceeds therefrom (including insurance proceeds)

  LDM Technologies, Inc.                                   81715B     1/22/97      BLANKET - All of the Debtor's right, title and
2500 Executive Hills Drive                                                         interest in General Intangibles, whether now
  Auburn Hills, MI 48326                                                           owned or existing or hereafter acquired or
                                                                                   arising, including, without limitation,
                                                                                   proceeds of the General Intangibles

  LDM Technologies, Inc.                                   04551C     6/26/99      AMENDMENT to original 81715B, changing
2500 Executive Hills Drive                                                         Secured Party to
  Auburn Hills, MI 48326
                                                                                   Bank of America National
                                                                                   Trust and Savings Association,
                                                                                   as Agent
                                                                                   231 South LaSalle Street,
                                                                                   Suite 1600
                                                                                   Chicago, IL 60697

</TABLE>

                                      -89-


<PAGE>


<TABLE>
<CAPTION>
        Debtor                           Secured Party            Jurisdiction         Search        UCC
(as shown on statement)             (as shown on statement)                            through
                                                                                        date

<S>                               <C>                           <C>                    <C>           <C>
    LDM Industries, Inc.             BankAmerica Business       Secretary of State,    3/2/01        X
2500 Executive Hills Drive          Credit, Inc., as Agent          Michigan
  Auburn Hills, MI 48326           231 South LaSalle Street
                                     Chicago, IL 60697






   LDM Industries, Inc.              BankAmerica Business       Secretary of State,    1/5/01        X
2500 Executive Hills Drive          Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                     Chicago, IL 60697















    LDM Industries, Inc.              BankAmerica Business      Secretary of State,    1/5/01        X
2500 Executive Hills Drive          Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
     FEIN: 38-2690171                 Chicago, IL 60697





<CAPTION>
        Debtor               Fix  Liens  Suits        File No.       File Date      Search Results
(as shown on statement)                    &                                      Comments/Collateral
                                         Judg

<S>                         <C>   <C>    <C>       <C>            <C>           <C>
    LDM Industries, Inc.                           05448C            7/26/99    AMENDMENT to original
2500 Executive Hills Drive                                                      81715B, changing Secured
  Auburn Hills, MI 48326                                                        Party to

                                                                                Bank of America National
                                                                                Trust and Savings Association,
                                                                                as Agent
                                                                                231 South LaSalle Street,
                                                                                Suite 1600
                                                                                Chicago, IL 60697

   LDM Industries, Inc.                            AN34627           1/22/97    BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                      right, title and interest in the
  Auburn Hills, MI 48326                                                        personal property, whether
                                                                                now owned or existing or
                                                                                hereafter acquired or arising
                                                                                and regardless of where
                                                                                located described below,
                                                                                including, without limitation,
                                                                                all accounts, chattel paper,
                                                                                contracts, deposit accounts,
                                                                                documents, equipment,
                                                                                fixtures, general intangibles,
                                                                                goods, instruments, inventory,
                                                                                machinery, motor vehicles,
                                                                                money, cash or cash
                                                                                equivalent, and proceeds and
                                                                                products of all or any of the
                                                                                foregoing, as more fully
                                                                                described below

    LDM Industries, Inc.                           07239725805       7/23/97    AMENDMENT to original
2500 Executive Hills Drive                                                      AN34627, deleting original
  Auburn Hills, MI 48326                                                        Exhibit A in its entirety and
     FEIN: 38-2690171                                                           replacing it with attached
                                                                                Exhibit A
</TABLE>


                                      -90-






<PAGE>
<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                <C>                           <C>                       <C>          <C>
  LDM Industries, Inc.                 BankAmerica  Business       Secretary of State,       1/5/01        X
2500 Executive Hills Drive             Credit, Inc., as Agent            Ohio
 Auburn Hills, MI 48326               231 South LaSalle Street
                                          Chicago, IL 60697




  LDM Industries, Inc.                 BankAmerica Business        Secretary of State,       1/5/01        X
2500 Executive Hills Drive             Credit, Inc., as Agent            Ohio
  Auburn Hills, MI 48326              231 South LaSalle Street
                                          Chicago, IL 60697




   LDM Industries Inc                 The Huntington National      Secretary of State,       1/5/01        X
d/b/a LDM Technologies,                       Bank                        Ohio
         Inc.                          41 South High Street
  d/b/a Arrow NA, Inc                  Columbus, OH 43215
d/b/a Arrow Molded Plastics,
         Inc


2500 Executive Hills Drive
  Auburn Hills, MI 48326


   LDM Industries, Inc.                     N/A                    US District Court         3/12/01
                                                                   Southern District,
                                                                         Ohio
                                                                      (Columbus
                                                                      Division)


   LDM Industries, Inc.                     N/A                    US District Court         3/9/01
                                                                   Northern District,
                                                                         Ohio
                                                                   (Toledo Division)

<CAPTION>

       Debtor                  Fix    Liens    Suits       File No.      File Date       Search Results
(as shown on statement)                          &                                     Comments/Collateral
                                               Judg

<S>                            <C>    <C>     <C>         <C>           <C>          <C>
  LDM Industries, Inc.
2500 Executive Hills Drive                                 19991740457    6/22/99      AMENDMENT to original
 Auburn Hills, MI 48326                                                                AN34627, changing Secured
                                                                                       Party to

                                                                                       Bank of America National
                                                                                       Trust and Savings Association
                                                                                       as Agent
                                                                                       231 South LaSalle Street,
                                                                                       Suite 1600
                                                                                       Chicago, IL 60697


  LDM Industries, Inc.                                     19992070244    7/26/99      AMENDMENT to original
2500 Executive Hills Drive                                                             AN34627, changing Secured
  Auburn Hills, MI 48326                                                               Party to



   LDM Industries Inc                                                                  Bank of America National
d/b/a LDM Technologies,                                                                Trust and Savings Association,
         Inc.                                                                          as Agent
  d/b/a Arrow NA, Inc                                                                  231 South LaSalle Street,
d/b/a Arrow Molded Plastics,                                                           Suite 1600
         Inc                                                                           Chicago, IL 60697


2500 Executive Hills Drive                                 AN07082        9/30/96      BLANKET - All of Debtor's
  Auburn Hills, MI 48326                                                               inventory...


   LDM Industries, Inc.                        X             N/A            N/A        No Pending Suits/Judgments
                                                                                       on file from 1/4/88. This
                                                                                       search includes any Federal
                                                                                       Tax Liens indexed in this
                                                                                       court

   LDM Industries, Inc.                        X             N/A            N/A        No Pending Suits/Judgments
                                                                                       on file from 1/3/89. This
                                                                                       search includes any Federal
                                                                                       Tax Liens indexed in this
                                                                                       court

</TABLE>


                                  -91-

<PAGE>



<TABLE>
<CAPTION>

       Debtor                              Secured Party            Jurisdiction            Search        UCC
(as shown on statement)               (as shown on statement)                               through
                                                                                             date

<S>                                 <C>                          <C>                       <C>           <C>

LDM Industries, Inc.                           N/A                  US Bankruptcy            3/14/01
                                                                  Court - Southern
                                                                   District, Ohio
                                                                     (Columbus
                                                                      Division)

LDM Industries, Inc.                           N/A                  US Bankruptcy             3/9/01
                                                                    Court Northern
                                                                    District, Ohio
                                                                  (Toledo Division)







   LDM Industries, Inc.              BankAmerica Business         Guernsey County,           3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent             Ohio
 Auburn Hills, MI 48326            231 South LaSalle Street
                                      Chicago, IL 60697











   LDM Industries, Inc.              BankAmerica Business         Guernsey County,           3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent             Ohio
 Auburn Hills, MI 48326            231 South LaSalle Street
                                      Chicago, IL 60697

<CAPTION>

       Debtor              Fix     Liens     Suits           File No.    File Date         Search Results
(as shown on statement)                        &                                         Comments/Collateral
                                             Judg
<S>                        <C>     <C>       <C>          <C>            <C>            <C>

LDM Industries, Inc.                          X                N/A          N/A          No Bankruptcy cases on file
                                                                                         from 1/1/91




LDM Industries, Inc.                          X                N/A          N/A          No Bankruptcy cases on tile
                                                                                         from 1/2/85




   LDM Industries, Inc.                                        70426       1/22/97       BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                               right, title and interest in the
 Auburn Hills, MI 48326                                                                  personal property, whether
                                                                                         now owned or existing or
                                                                                         hereafter acquired or arising
                                                                                         and regardless of where
                                                                                         located described below,
                                                                                         including, without limitation,
                                                                                         all accounts, chattel paper,
                                                                                         contracts, deposit accounts,
                                                                                         documents, equipment,
                                                                                         fixtures, general intangibles,
                                                                                         goods, instruments, inventory,
                                                                                         machinery, motor vehicles,
                                                                                         money, cash or cash
                                                                                         equivalent, and proceeds and
                                                                                         products of all or any of the
                                                                                         foregoing, as more fully
                                                                                         described below

   LDM Industries, Inc.                                   199900003571     6/23/99       AMENDMENT to original
2500 Executive Hills Drive                                                               70426, changing Secured
 Auburn Hills, MI 48326                                                                  Party to

                                                                                         Bank of America National
                                                                                         Trust and Savings Association,
                                                                                         as Agent
                                                                                         231 South LaSalle Street,
                                                                                         Suite 1600
                                                                                         Chicago, IL 60697
</TABLE>


                                      -92-
<PAGE>



<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>
  LDM Industries, Inc.                BankAmerica Business          Guernsey County,     3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697






  LDM Industries, Inc.               BankAmerica Business           Guernsey County,     3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697






  LDM Industries, Inc.               BankAmerica Business           Guernsey County,     3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326           231 South LaSalle Street
                                      Chicago, IL 60697

  LDM Industries, Inc.                      N/A                     Guernsey County,     3/14/01
                                                                         Ohio

  LDM Industries, Inc.                      N/A                     Guernsey County,     3/14/01
                                                                         Ohio


  LDM Industries, Inc.                      N/A                     Guernsey County,     3/14/01
                                                                         Ohio


<CAPTION>


       Debtor                Fix   Liens       Suits         File No.        File Date               Search Results
(as shown on statement)                         &                                                  Comments/Collateral
                                               Judg
<S>                          <C>   <C>      <C>              <C>             <C>                  <C>
  LDM Industries, Inc.
2500 Executive Hills Drive                                  199900003922      8/5/99               AMENDMENT to original
  Auburn Hills, MI 48326                                                                           70426, changing Secured
                                                                                                   Party to
                                                                                                   Bank of America National
                                                                                                   Trust and Savings Association,
                                                                                                   as Agent
                                                                                                   231 South LaSalle Street,
                                                                                                   Suite 1600
                                                                                                   Chicago, IL 60697

  LDM Industries, Inc.                                      200100006901      1/17/01              PARTIAL RELEASE of original
2500 Executive Hills Drive                                                                         70426, releasing two injection
  Auburn Hills, MI 48326                                                                           molding machines and
                                                                                                   including all additions,
                                                                                                   attachments, accessories and
                                                                                                   accessions thereto, and any
                                                                                                   and all substitutions,
                                                                                                   replacements or exchanges
                                                                                                   therefor, and all insurance
                                                                                                   and/or other proceeds thereof
                                                                                                   by and between Lessee and
                                                                                                   Lessor whether now owned or
                                                                                                   hereafter acquired

  LDM Industries, Inc.                                      200100006905      1/17/01              PARTIAL RELEASE of original
2500 Executive Hills Drive                                                                         70426, releasing two injection
  Auburn Hills, MI 48326                                                                           molding machines with all
                                                                                                   attachments and accessories

  LDM Industries, Inc.       X                                 N/A             N/A                 No UCC fixture statements on
                                                                                                   file

  LDM Industries, Inc.              X                          N/A             N/A                 No State/Federal tax Liens on
                                                                                                   file and no EPA/ERISA Liens
                                                                                                   filed in the tax lien records
                                                                                                   from 10 years past to present

  LDM Industries, Inc.                        X                N/A             N/A                 No Pending Suits/Judgments
                                                                                                   on file from 10 years past

</TABLE>



                                      -93-
<PAGE>




<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>

  LDM Industries, Inc.              BankAmerica Business            Henry County,         3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent              Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697







   LDM Industries, Inc.             BankAmerica Business            Henry County,         3/13/01      X
2500 Executive Hills Drive         Credit, Inc., as Agent              Ohio
  Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697


<CAPTION>

       Debtor             Fix   Liens       Suits         File No.        File Date               Search Results
(as shown on statement)                      &                                                  Comments/Collateral
                                            Judg

<S>                       <C>   <C>      <C>              <C>             <C>                  <C>
                                                           97-8486         1/21/97               BLANKET - All of the Debtor's
  LDM Industries, Inc.                                                                           right, title and interest in the
2500 Executive Hills Drive                                                                       personal property, whether
  Auburn Hills, MI 48326                                                                         now owned or existing or
                                                                                                 hereafter acquired or arising
                                                                                                 and regardless of where
                                                                                                 located described below,
                                                                                                 including, without limitation,
                                                                                                 all accounts, chattel paper,
                                                                                                 contracts, deposit accounts,
                                                                                                 documents, equipment,
                                                                                                 fixtures, general intangibles,
                                                                                                 goods, instruments, inventory,
                                                                                                 machinery, motor vehicles,
                                                                                                 money, cash or cash
                                                                                                 equivalent, and proceeds and
                                                                                                 products of all or any of the
                                                                                                 foregoing, as more fully
                                                                                                 described below

   LDM Industries, Inc.                                    9900000486      6/24/99               AMENDMENT to original 97-
2500 Executive Hills Drive                                                                       8486, changing Secured Party
  Auburn Hills, MI 48326                                                                         to

                                                                                                 Bank of America National
                                                                                                 Trust and Savings Association,
                                                                                                 as Agent
                                                                                                 231 South LaSalle Street,
                                                                                                 Suite 1600
                                                                                                 Chicago, IL 60697

</TABLE>



                                      -94-
<PAGE>




<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>

  LDM Industries, Inc.             BankAmerica Business            Henry County,          3/13/01     X
2500 Executive Hills Drive        Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326         231 South LaSalle Street
                                    Chicago, IL 60697












LDM Industries, Inc.                      N/A                      Henry County,          3/13/01
                                                                       Ohio

LDM Industries, Inc.                      N/A                      Henry County,          3/13/01
                                                                       Ohio




LDM Industries, Inc.                      N/A                      Henry County,          3/13/01
                                                                       Ohio

  LDM Industries, Inc.             BankAmerica Business          Pickaway County,         3/19/01
2500 Executive Hills Drive        Credit, Inc., as Agent               Ohio
  Auburn Hills, MI 48326          231 S. LaSalle Street
                                     Chicago, IL 60697


<CAPTION>

       Debtor               Fix   Liens       Suits        File No.        File Date               Search Results
(as shown on statement)                        &                                                  Comments/Collateral
                                              Judg

<S>                         <C>   <C>      <C>              <C>             <C>                  <C>

  LDM Industries, Inc.                                       199900000602     7/30/99              AMENDMENT to original 97-
2500 Executive Hills Drive                                                                         8486, changing Secured Party
  Auburn Hills, MI 48326                                                                           to

                                                                                                   Bank of America National
                                                                                                   Trust and Savings Association,
                                                                                                   as Agent
                                                                                                   231 South LaSalle Street,
                                                                                                   Suite 1600
                                                                                                   Chicago, IL 60697

LDM Industries, Inc.        X                                    N/A             N/A               No UCC fixture statements on
                                                                                                   file

LDM Industries, Inc.               X                             N/A             N/A               No State/Federal tax Liens on
                                                                                                   file and no EPA/ERISA Liens
                                                                                                   filed in the tax lien records
                                                                                                   from 10 years past to present

LDM Industries, Inc.                           X                 N/A             N/A               No Pending Suits/Judgments
                                                                                                   on file from 10 years past

  LDM Industries, Inc.                                          9700000220     1/21/97             BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                         right, title and interest in the
  Auburn Hills, MI 48326                                                                           personal property, whether
                                                                                                   now owned or existing or
                                                                                                   hereafter acquired or arising
                                                                                                   and regardless of where
                                                                                                   located described below,
                                                                                                   including, without limitation,
                                                                                                   all accounts, chattel paper,
                                                                                                   contracts, deposit accounts,
                                                                                                   documents, equipment,
                                                                                                   fixtures, general intangibles,
                                                                                                   goods, instruments, inventory,
                                                                                                   machinery, motor vehicles,
                                                                                                   money, cash or cash
                                                                                                   equivalent, and proceeds and
                                                                                                   products of all or any of the
                                                                                                   foregoing, as more fully
                                                                                                   described below

</TABLE>



                                      -95-
<PAGE>




<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>

  LDM Industries, Inc.             BankAmerica Business            Pickaway County,      3/19/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent                Ohio
  Auburn Hills, MI 48326          231 S. LaSalle Street
                                    Chicago, IL 60697

  LDM Industries, Inc.             BankAmerica Business            Pickaway County,      3/19/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent                Ohio
  Auburn Hills, MI 48326          231 S. LaSalle Street
                                    Chicago, IL 60697






  LDM Industries, Inc.             BankAmerica Business            Pickaway County,      3/19/01      X
2500 Executive Hills Drive        Credit, Inc., as Agent                Ohio
  Auburn Hills, MI 48326          231 S. LaSalle Street
                                    Chicago, IL 60697






LDM Industries, Inc.                      N/A                      Pickaway County,     3/19/01
                                                                        Ohio

LDM Industries, Inc.                      N/A                      Pickaway County,     3/19/01
                                                                        Ohio


LDM Industries, Inc.                      N/A                      Pickaway County,     3/19/01
                                                                        Ohio

<CAPTION>


       Debtor              Fix   Liens       Suits        File No.        File Date               Search Results
(as shown on statement)                       &                                                  Comments/Collateral
                                             Judg

<S>                        <C>   <C>      <C>              <C>             <C>                  <C>

  LDM Industries, Inc.                                     9700001892       7/15/97                PARTIAL RELEASE of original
2500 Executive Hills Drive                                                                         9700000220, releasing one
  Auburn Hills, MI 48326                                                                           injection molding machine
                                                                                                   together with all component
                                                                                                   parts

  LDM Industries, Inc.                                     9900001525       6/24/99                AMENDMENT to original
2500 Executive Hills Drive                                                                         9700000220, changing
  Auburn Hills, MI 48326                                                                           Secured Party to

                                                                                                   Bank of America National
                                                                                                   Trust and Savings Association,
                                                                                                   as Agent
                                                                                                   231 South LaSalle Street,
                                                                                                   Suite 1600
                                                                                                   Chicago, IL 60697

  LDM Industries, Inc.                                     199900001816      8/9/99                AMENDMENT to original
2500 Executive Hills Drive                                                                         9700000220, changing
  Auburn Hills, MI 48326                                                                           Secured Party to

                                                                                                   Bank of America National
                                                                                                   Trust and Savings Association,
                                                                                                   as Agent
                                                                                                   231 South LaSalle Street,
                                                                                                   Suite 1600
                                                                                                   Chicago, IL 60697

LDM Industries, Inc.       X                                   N/A            N/A                  No statements on file

LDM Industries, Inc.             X                             N/A            N/A                  No State/Federal tax Liens on
                                                                                                   file and no EPA/ERISA Liens
                                                                                                   filed in the tax lien records
                                                                                                   from 10 years past to present

LDM Industries, Inc.                      X                    N/A            N/A                  No Pending Suits/Judgments
                                                                                                   on file from 10 years past

</TABLE>







                                      -96-
<PAGE>




<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>

   LDM Industries, Inc.            BankAmerica Business           Secretary of State,    3/14/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent              Tennessee
Auburn Hills, MI 48326           231 South LaSalle Street
                                     Chicago, IL 60697















   LDM Industries, Inc.            BankAmerica Business           Secretary of State,    3/14/01       X
2500 Executive Hills Drive        Credit, Inc., as Agent              Tennessee
 Auburn Hills, MI 48326          231 South LaSalle Street
                                     Chicago, IL 60697



<CAPTION>


       Debtor              Fix   Liens       Suits        File No.        File Date          Search Results
(as shown on statement)                        &                                            Comments/Collateral
                                             Judg

<S>                        <C>   <C>      <C>              <C>             <C>             <C>

   LDM Industries, Inc.                                    972-065227      8/20/97            BLANKET - All of the Debtor's
2500 Executive Hills Drive                                                                    right, title and interest in the
Auburn Hills, MI 48326                                                                        personal property, whether
                                                                                              now owned or existing or
                                                                                              hereafter acquired or arising
                                                                                              and regardless of where
                                                                                              located described below,
                                                                                              including, without limitation,
                                                                                              all accounts, chattel paper,
                                                                                              contracts, deposit accounts,
                                                                                              documents, equipment,
                                                                                              fixtures, general intangibles,
                                                                                              goods, instruments, inventory,
                                                                                              machinery, motor vehicles,
                                                                                              money, cash or cash
                                                                                              equivalent, and proceeds and
                                                                                              products of all or any of the
                                                                                              foregoing, as more fully
                                                                                              described below

   LDM Industries, Inc.                                     993-034056      6/22/99           AMENDMENT to original 972-
2500 Executive Hills Drive                                                                    065227,changing Secured
 Auburn Hills, MI 48326                                                                       Party to


                                                                                              Bank of America National
                                                                                              Trust and Savings Association,
                                                                                              as Agent
                                                                                              231 South LaSalle Street,
                                                                                              Suite 1600
                                                                                              Chicago, IL 60697

</TABLE>




                                      -97-
<PAGE>



<TABLE>
<CAPTION>

       Debtor                          Secured Party               Jurisdiction          Search       UCC
(as shown on statement)           (as shown on statement)                                through
                                                                                          date

<S>                              <C>                              <C>                  <C>           <C>

   LDM Industries, Inc.              BankAmerica Business          Secretary of State,   3/14/01      X
2500 Executive Hills Drive          Credit, Inc., as Agent             Tennessee
  Auburn Hills, MI 48326           231 South LaSalle Street
                                       Chicago, IL 60697


<CAPTION>


       Debtor              Fix   Liens       Suits        File No.        File Date          Search Results
(as shown on statement)                        &                                            Comments/Collateral
                                             Judg

<S>                        <C>   <C>      <C>              <C>             <C>             <C>

   LDM Industries, Inc.                                    992-034671     7/26/99            AMENDMENT to original 972-
2500 Executive Hills Drive                                                                   065227, changing Secured
  Auburn Hills, MI 48326                                                                     Party to

                                                                                             Bank of America National
                                                                                             Trust and Savings Association,
                                                                                             as Agent
                                                                                             231 South LaSalle Street,
                                                                                             Suite 1600
                                                                                             Chicago, IL 60697


</TABLE>





                                      -98-




<PAGE>
                                    EXHIBIT A


                       FORM OF BORROWING BASE CERTIFICATE


                                 [SEE ATTACHED]

<PAGE>

<TABLE>
<CAPTION>
BA BUSINESS CREDIT INC.         LDM INTERIOR, UTH. BYESVILLE HPG
CONSOLIDATED CERTIFICATE #          308       DATE:         4/9/01
                                -----------         --------------
                                                                              ROA                       BABC USE ONLY
                                                  TRADE A/R    TOOLING A/R
                                                  ---------    -----------
<S>                            <C>             <C>             <C>            <C>      <C>            <C>
ACCOUNTS RECEIVABLE
                                                                                                       ---------------
1. BEGINNING BALANCE                            $41,682,290     $7,570,178
                               --------------  -------------   ------------                            ---------------
2. PLUS: SALES AS OF            3/26-4/1/01     $10,504,511
                               --------------  -------------   ------------                            ---------------
3. LESS: CREDITS AS OF          3/26-4/1/01        ($15,336)
                               --------------  -------------   ------------                            ---------------
4. LESS: GROSS COLLECTIONS      3/26-4/1/01     ($7,535,686)
                               --------------  -------------   ------------                            ---------------
5. UNAPPLIED GROSS COLLECTIONS  3/26-4/1/01
                               --------------  -------------   ------------                            ---------------
6. +/- ADJUSTMENTS
                                               -------------   ------------                            ---------------
7. ENDING BALANCE                               $44,615,779     $7,570,178
                                               -------------   ------------                            ---------------
8. INELIGIBLE                                   ($3,039,044)     ($733,507)
                                               -------------   ------------                            ---------------
9. TOTAL A/R AVAILABILITY                       $41,521,735      $6,836,871    85%    $41,104,645
                               --------------  -------------   ------------    ---   -------------     ---------------

PERPETUAL INVENTORY
9. RAW MATERIAL AS OF               3/25/01      $6,672,873
                               --------------  -------------                                           ---------------
10. LESS: INELIGIBLE                              ($938,852)
                                               -------------                                           ---------------
11. ELIGIBLE RAW                                                 $5,734,021    60%     $3,440,413
                                                               ------------                            ---------------

12. WIP AS OF                       3/25/01      $1,069,265
                               --------------  -------------                                           ---------------
13. LESS: INELIGIBLE                            ($1,069,265)
                                               -------------                                           ---------------
14. ELIGIBLE WIP                                                         $0    80%             $0
                                                               ------------                            ---------------

15. FINISHED GOODS AS OF            3/25/01      $5,485,127
                               --------------  -------------                                           ---------------
16. LESS: INELIGIBLE                              ($872,661)
                                               -------------                                           ---------------
17. ELIGIBLE FG                                                  $4,612,466    60%     $2,767,480
                                                               ------------                            ---------------

18. TOTAL INV AVAILABILITY NOT TO EXCEED                                               $6,207,892
                               --------------  -------------   ------------    ---   -------------     ---------------

19. ELIGIBLE EQUIPMENT                                                   $0    80%             $0
                               --------------  -------------   ------------    ---   -------------     ---------------
20. MERCHANDISE L/C NOT TO EXCEED                                        $0    50%             $0
                               --------------  -------------   ------------    ---   -------------     ---------------
21. TOTAL AVAILABILITY                                                                $47,312,538
                               --------------  -------------   ------------    ---   -------------     ---------------
LOAN ACTIVITY
22. BALANCE AS SHOWN ON LAST REPORT                                                   $26,049,826
                                                                                     ------------      ---------------
23. LESS: REMITTANCES                                           ($7,345,039)
                               --------------                  ------------                            ---------------
24. PLUS: ADVANCE REQ. AS OF                                     $6,134,000
                               --------------                  ------------                            ---------------
25. PLUS: WIRE CHARGE
                               --------------                  ------------                            ---------------
26. PLUS: FEES
                               --------------                  ------------                            ---------------
27. PLUS: INTEREST                3/26-4/1/01                    $1,027,157
                               --------------                  ------------                            ---------------
28 PLUS: TERM LOAN PRINCIPLE PAYMENT
                                                               ------------                            ---------------
29. ADJUSTMENT +/-                                             ($10,000,000)
                                                               ------------                            ---------------
30. OUTSTANDING LOAN BALANCE                                                           $15,865,944
                               --------------  -------------   ------------    ---   -------------     ---------------
REVOLVING LOAN AVAILABILITY
31. CALCULATED AVAILABILITY (LINE 21)                                                  $47,312,538
                                                                                     -------------     ---------------
32. LESS: OUTSTANDING LOAN BALANCE                                                    ($15,865,944)
                                                                                     -------------     ---------------
33. LESS: MERCHANDISE L/C                                                                       $0
                                                                                     -------------     ---------------
34. LESS: STANDBY UC                                                                  ($14,700,000)
                                                                                     -------------     ---------------
35. LESS: BANKERS' ACCEPTANCES                                                                  $0
                                                                                     -------------     ---------------
36. LESS: OTHER RESERVES                                                                        $0
                                                                                     -------------     ---------------
37. NET AVAILABILITY                                                                   $16,746,594
                               --------------  -------------   ------------    ---   -------------
</TABLE>


THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE INFORMATION SET FORTH ABOVE IS
TRUE AND COMPLETE. THE UNDERSIGNED GRANTS A SECURITY INTEREST IN THE COLLATERAL
REFLECTED ABOVE TO BA BUSINESS CREDIT, INC. AND REPRESENTS AND WARRANTS THAT
SAID COLLATERAL COMPLIES WITH THE REPRESENTATIONS, WARRANTIES AND COVENANTS
CONTAINED IN THE LOAN AND SECURITY AGREEMENT BETWEEN BA BUSINESS CREDIT, INC.
AND THE UNDERSIGNED.

<TABLE>
<S>                     <C>                                     <C>
BORROWER:                LDM INTERIOR, UTH, BYESVILLE, HPG      BA BUSINESS CREDIT, INC.

 _ AUTHORIZED SIGNATURE:   /s/                                  RECEIVED BY:
                              --------------------------                        ------------------------
                  TITLE:         Director of Finance

</TABLE>

RECEIVED APR 10 2001
<PAGE>


                                    EXHIBIT B

                            [INTENTIONALLY OMITTED]
































                                       -2-
<PAGE>

                                    EXHIBIT C
                           FORM OF NOTICE OF BORROWING


Date:_____________, 200_


To:      Bank of America, N.A. as Agent for the Lenders pursuant to that certain
         Amended and Restated Loan and Security Agreement, dated as of March 23,
         2001 (as extended, renewed, amended, restated or otherwise modified
         from time to time, the "Loan and Security Agreement"), among LDM
         Technologies, Inc., certain financial institutions signatory thereto
         and Bank of America, N.A., as Agent

Ladies and Gentlemen:

         The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to the
Loan and Security Agreement and hereby gives you irrevocable notice of the
Borrowing specified below (defined terms not defined herein shall have the
meaning assigned thereto in the Loan and Security Agreement):

         1.   The Business Day of the proposed Borrowing is __________, 20_.

         2.   The aggregate amount of the proposed Borrowing is $________.

         3.   The Borrowing is to be comprised of $_____ of Base Rate and
              $_____ of LIBOR Rate Loans.

         4.   The duration of the Interest Period for the LIBOR Rate Loans, if
              any, included in the Borrowing shall be ______ months.

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

         (a)   The representations and warranties of the Borrower contained in
the Loan and Security Agreement are true and correct as though made on and as of
such date;

         (b)    No Default or Event of Default has occurred and is continuing,
or would result from such proposed Borrowing; and



                                      -3-
<PAGE>

         (c)   The proposed Borrowing will not cause the aggregate principal
amount of all outstanding Revolving Loans plus the aggregate amount available
for drawing under all outstanding Letters of Credit, to exceed the Revolver
Availability or the combined Commitments of the Lenders.


                             LDM TECHNOLOGIES, INC.


                             By:_________________________
                             Title:______________________
















                                      -4-
<PAGE>

                                    EXHIBIT D

                    FORM OF NOTICE OF CONVERSION/CONTINUATION


Date:                , 200


To:      Bank of America, N.A. as Agent for the Lenders pursuant to that certain
         Amended and Restated Loan and Security Agreement, dated as of March 23,
         2001 (as extended, renewed, amended, restated or otherwise modified
         from time to time, the "Loan and Security Agreement"), among LDM
         Technologies, Inc., certain financial institutions signatory thereto
         and Bank of America, N.A., as Agent

Ladies and Gentlemen:

         The undersigned, LDM Technologies, Inc. (the "Borrower"), refers to the
Loan and Security Agreement and hereby gives you irrevocable notice of the
[conversion] [continuation] of the Loans specified herein (defined terms not
defined herein shall have the meaning assigned thereto in the Loan and Security
Agreement):

1.       The Conversion/Continuation Date is , 20 .

2.       The aggregate amount of the Loans to be [converted] [continued] is $  .

3.       The Loans are to be [converted into] [continued as] [LIBOR Rate] [Base
         Rate] Loans.

4.       The duration of the Interest Period for the Loans included in the
         [conversion] [continuation] shall be    months.

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the proposed Conversion/Continuation
Date, before and after giving effect thereto and to the application of the
proceeds therefrom:

                  (a)      The representations and warranties of the Borrower
contained in the Loan and Security Agreement are true and correct as though made
on and as of such date;

                  (b)      No Default or Event of Default has occurred and is
continuing, or would result from such proposed [conversion] [continuation]; and

                  (c)      The proposed conversion-continuation will not cause
the aggregate principal amount of all outstanding Revolving Loans plus the
aggregate amount available for drawing under all outstanding Letters of Credit
to exceed the Revolver Availability or the combined Commitments of the Lenders.




                                      -5-
<PAGE>

                             LDM TECHNOLOGIES, INC.


                             By:____________________________
                             Title:_________________________









                                      -6-
<PAGE>

                                    EXHIBIT E


                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

         This ASSIGNMENT AND ACCEPTANCE AGREEMENT (this "Assignment and
Acceptance") dated as of     , 200  is made between    (the "Assignor") and
             (the "Assignee").

                                    RECITALS

         WHEREAS, the Assignor is party to that certain Amended and Restated
Loan and Security Agreement, dated as of March 23, 2001 (as amended, amended and
restated, modified, supplemented or renewed, the "Loan and Security Agreement")
among LDM Technologies, Inc., a Michigan corporation (the "Borrower"), the
several financial institutions from time to time party thereto (including the
Assignor, the "Lenders"), and Bank of America, N.A., as agent for the Lenders
(the "Agent"). Any terms defined in the Loan and Security Agreement and not
defined in this Assignment and Acceptance are used herein as defined in the Loan
and Security Agreement;

         WHEREAS, as provided under the Loan and Security Agreement, the
Assignor has committed to making Loans (the "Committed Loans") to the Borrower
in an aggregate amount not to exceed $            (the "Commitment");

         WHEREAS, the Assignor has made Committed Loans in the aggregate
principal amount of $      to the Borrower;

         WHEREAS, [the Assignor has acquired a participation in the issuing
bank's liability under Letters of Credit in an aggregate principal amount of
$        (the "L/C Obligations")] [no Letters of Credit are outstanding under
the Loan and Security Agreement]; and

         WHEREAS, the Assignor wishes to assign to the Assignee [part of the]
[all] rights and obligations of the Assignor under the Loan and Security
Agreement in respect of its Commitment, together with a corresponding portion of
each of its outstanding Committed Loans and L/C Obligations, in an amount equal
to $      (the "Assigned Amount") on the terms and subject to the conditions set
forth herein and the Assignee wishes to accept assignment of such rights and to
assume such obligations from the Assignor on such terms and subject to such
conditions;

         NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

         1.      Assignment and Acceptance.

                 (a) Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby





                                      -7-
<PAGE>

purchases, assumes and undertakes from the Assignor, without recourse and
without representation or warranty (except as provided in this Assignment and
Acceptance)    % (the "Assignee's Percentage Share") of (A) the Commitment, the
Committed Loans and the L/C Obligations of the Assignor and (B) all related
rights, benefits, obligations, liabilities and indemnities of the Assignor under
and in connection with the Loan and Security Agreement and the Loan Documents.

                 (b)     With effect on and after the Effective Date (as defined
in Section 5 hereof), the Assignee shall be a party to the Loan and Security
Agreement and succeed to all of the rights and be obligated to perform all of
the obligations of a Lender under the Loan and Security Agreement, including the
requirements concerning confidentiality and the payment of indemnification, with
a Commitment in an amount equal to the Assigned Amount. The Assignee agrees that
it will perform in accordance with their terms all of the obligations which by
the terms of the Loan and Security Agreement are required to be performed by it
as a Lender. It is the intent of the parties hereto that the Commitment of the
Assignor shall, as of the Effective Date, be reduced by an amount equal to the
Assigned Amount and the Assignor shall relinquish its rights and be released
from its obligations under the Loan and Security Agreement to the extent such
obligations have been assumed by the Assignee; provided, however, the Assignor
shall not relinquish its rights under Sections 3 and 5 of the Loan and Security
Agreement to the extent such rights relate to the time prior to the Effective
Date.

                  (c)    After giving effect to the assignment and assumption
set forth herein, on the Effective Date the Assignee's Commitment will be $    .

                  (d)    After giving effect to the assignment and assumption
set forth herein, on the Effective Date the Assignor's Commitment will be $    .

         2.       Payments.

                  (a)    As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
Effective Date in immediately available funds an amount equal to $          ,
representing the Assignee's Pro Rata Share of the principal amount of all
Committed Loans.

                  (b)   The Assignee further agrees to pay to the Agent a
processing fee in the amount specified in Section 13.3(a) of the Loan and
Security Agreement.

         3.      Reallocation of Payments.

         Any interest, fees and other payments accrued to the Effective Date
with respect to the Commitment, and Committed Loans and L/C Obligations shall be
for the account of the Assignor. Any interest, fees and other payments accrued
on and after the Effective Date with respect to the Assigned Amount shall be for
the account of the Assignee. Each of the Assignor and the Assignee agrees that
it will hold in trust for the other party any interest, fees and other amounts
which it may receive to which the other party is entitled pursuant to the
preceding sentence and pay to the other party any such amounts which it may
receive promptly upon receipt.






                                      -8-
<PAGE>

         4.      Independent Credit Decision.

         The Assignee (a) acknowledges that it has received a copy of the Loan
and Security Agreement and the Schedules and Exhibits thereto, together with
copies of the most recent financial statements of the Borrower, and such other
documents and information as it has deemed appropriate to make its own credit
and legal analysis and decision to enter into this Assignment and Acceptance;
and (b) agrees that it will, independently and without reliance upon the
Assignor, the Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit and legal decisions in taking or not taking action under the Loan and
Security Agreement.

         5.      Effective Date; Notices.

                 (a)     As between the Assignor and the Assignee, the effective
date for this Assignment and Acceptance shall be ___________ 200__ (the
"Effective Date"); provided that the following conditions precedent have been
satisfied on or before the Effective Date:

                                (i)      this Assignment and Acceptance shall be
executed and delivered by the Assignor and the Assignee;

                                (ii)     the consent of the Agent required for
an effective assignment of the Assigned Amount by the Assignor to the Assignee
shall have been duly obtained and shall be in full force and effect as of the
Effective Date;

                                (iii)    the Assignee shall pay to the Assignor
all amounts due to the Assignor under this Assignment and Acceptance;

                                (iv)     the Assignee shall have complied with
Section 13.3 of the Loan and Security Agreement; and

                                (v)      the processing fee referred to in
Section 2(b) hereof and in Section 13.3(a) of the Loan and Security Agreement
shall have been paid to the Agent.

                 (b)     Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Borrower and the Agent for
acknowledgment by the Agent, a Notice of Assignment in the form attached hereto
as Schedule 1.

          [6.    Agent. [INCLUDE ONLY IF ASSIGNOR IS AGENT]

                 (a)   The Assignee hereby appoints and authorizes the Assignor
to take such action as agent on its behalf and to exercise such powers under the
Loan and Security Agreement as are delegated to the Agent by the Lenders
pursuant to the terms of the Loan and Security Agreement.

                 (b)   The Assignee shall assume no duties or obligations held
by the Assignor in its capacity as Agent under the Loan and Security Agreement.]

          7.     Withholding Tax.




                                      -9-
<PAGE>

         The Assignee (a) represents and warrants to the Lenders, the Agent and
the Borrower that under applicable law and treaties no tax will be required to
be withheld by the Borrower or the Agent with respect to any payments to be made
to the Assignee hereunder, (b) agrees to furnish (if it is organized under the
laws of any jurisdiction other than the United States or any State thereof) to
the Agent and the Borrower prior to the time that the Agent or Borrower is
required to make any payment of principal, interest or fees hereunder, duplicate
executed originals of either U.S. Internal Revenue Service Form W-8BEN or U.S.
Internal Revenue Service Form W-8ECI (wherein the Assignee claims entitlement to
the benefits of a tax treaty that provides for a complete exemption from U.S.
federal income withholding tax on all payments hereunder) and agrees to provide
new Forms W-8BEN or W-8ECI upon the expiration of any previously delivered form
or comparable statements in accordance with applicable U.S. law and regulations
and amendments thereto, duly executed and completed by the Assignee, and (c)
agrees to comply with all applicable U.S. laws and regulations with regard to
such withholding tax exemption.

          8.      Representations and Warranties.

                  (a)    The Assignor represents and warrants that (i) it is the
legal and beneficial owner of the interest being assigned by it hereunder and
that such interest is free and clear of any Lien or other adverse claim; (ii) it
is duly organized and existing and it has the full power and authority to take,
and has taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill
its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Loan and Security Agreement, no further action by, or notice to, or filing
with, any Person is required of it for such execution, delivery or performance;
and (iv) this Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignor,
enforceable against the Assignor in accordance with the terms hereof, subject,
as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general application relating to or affecting creditors' rights and
to general equitable principles.

                  (b)    The Assignor makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan and Security Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan and Security Agreement or any other instrument or document
furnished pursuant thereto. The Assignor makes no representation or warranty in
connection with, and assumes no responsibility with respect to, the solvency,
financial condition or statements of the Borrower, or any Guarantor, or the
performance or observance by the Borrower, or any Guarantor of any of its
respective obligations under the Loan and Security Agreement, any Loan Document
or any other instrument or document furnished in connection therewith.

                  (c)    The Assignee represents and warrants that (i) it is
duly organized and existing and it has full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance, and to
fulfill




                                      -10-
<PAGE>

its obligations hereunder; (ii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance; and apart from any agreements or undertakings or filings required by
the Loan and Security Agreement, no further action by, or notice to, or filing
with, any Person is required of it for such execution, delivery or performance;
and (iii) this Assignment and Acceptance has been duly executed and delivered by
it and constitutes the legal, valid and binding obligation of the Assignee,
enforceable against the Assignee in accordance with the terms hereof, subject,
as to enforcement, to bankruptcy, insolvency, moratorium, reorganization and
other laws of general application relating to or affecting creditors' rights and
to general equitable principles.

         9.       Further Assurances.

         The Assignor and the Assignee each hereby agree to execute and deliver
 such other instruments, and take such other action, as either party may
 reasonably request in connection with the transactions contemplated by this
 Assignment and Acceptance, including the delivery of any notices or other
 documents or instruments to the Borrower or the Agent, which may be required in
 connection with the assignment and assumption contemplated hereby.

          10.     Miscellaneous.

                  (a)    Any amendment or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed by the parties hereto.
No failure or delay by either party hereto in exercising any right, power or
privilege hereunder shall operate as a waiver thereof and any waiver of any
breach of the provisions of this Assignment and Acceptance shall be without
prejudice to any rights with respect to any other or further breach thereof.

                  (b)    All payments made hereunder shall be made without any
set-off or counterclaim.

                  (c)    The Assignor and the Assignee shall each pay its own
costs and expenses incurred in connection with the negotiation, preparation,
execution and performance of this Assignment and Acceptance.

                  (d)    This Assignment and Acceptance may be executed in any
number of counterparts and all of such counterparts taken together shall be
deemed to constitute one and the same instrument.

                  (e)    THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS (AND NOT
THE CONFLICT OF LAWS PROVISIONS). The Assignor and the Assignee each irrevocably
submits to the non-exclusive jurisdiction of any State or Federal court sitting
in Illinois over any suit, action or proceeding arising out of or relating to
this Assignment and Acceptance and irrevocably agrees that all claims in respect
of such action or proceeding may be heard and determined in such Illinois State
or Federal court. Each party to this Assignment and Acceptance hereby
irrevocably waives, to the fullest extent it may effectively do so, the defense
of an inconvenient forum to the maintenance of such action or proceeding.




                                      -11-
<PAGE>

                  (f)    THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AND SECURITY AGREEMENT,
ANY RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
 Assignment and Acceptance to be executed and delivered by their duly authorized
 officers as of the date first above written.

                                   [ASSIGNOR]



                                   By:___________________________
                                   Title:________________________







                                   Address:


                                   [ASSIGNEE]



                                   By:___________________________
                                   Title:________________________








                                   Address:











                                      -12-
<PAGE>

                                   SCHEDULE 1
                       NOTICE OF ASSIGNMENT AND ACCEPTANCE


                                                             ______________,20__


Bank of America, N.A.,
 as Agent
231 S. LaSalle Street
Chicago, Illinois 60697

Attn:_______________________

Re: [Name and Address of Borrower]

Ladies and Gentlemen:

         We refer to that certain Amended and Restated Loan and Security
Agreement, dated as of March 23, 2001 (as amended, amended and restated,
modified, supplemented or renewed from time to time the "Loan and Security
Agreement"), among LDM Technologies, Inc. (the "Borrower"), the Lenders referred
to therein and Bank of America, N.A., as agent for the Lenders (the
"Agent").Terms defined in the Loan and Security Agreement are used herein as
therein defined.

          1.    We hereby give you notice of, and request your consent to, the
assignment by ___________ (the "Assignor") to ___________ (the "Assignee") of
___% of the right, title and interest of the Assignor in and to the Loan and
Security Agreement (including, without limitation, the right, title and interest
of the Assignor in and to the Commitments of the Assignor, all outstanding Loans
made by the Assignor and the Assignor's participation in the Letters of Credit
pursuant to the Assignment and Acceptance Agreement attached hereto (the
"Assignment and Acceptance"). We understand and agree that the Assignor's
Commitment, as of ___________, 20__, is $____________, the aggregate amount of
its outstanding Loans is $___________, and its participation in L/C Obligations
is $_______________.

         2.     The Assignee agrees that, upon receiving the consent of the
Agent and, if applicable, the Borrower, to such assignment, the Assignee will be
bound by the terms of the Loan and Security Agreement as fully and to the same
extent as if the Assignee were the Lender originally holding such interest in
the Loan and Security Agreement.

         3.      The following administrative details apply to the Assignee:

                 (A) Notice Address:




                                      -13-
<PAGE>


                 Assignee name:____________________________________
                 Address: _________________________________________
                          _________________________________________
                          _________________________________________
                 Attention: _______________________________________
                 Telephone: (___)__________________________
                 Facsimile: (___)__________________________
                 Telex (Answer back): ________________________

         (B)     Payment Instructions:

                 Account No.: __________________________
                        At:   __________________________
                              __________________________
                              __________________________
                 Reference: ____________________________
                 Attention: ____________________________

         4.       You are entitled to rely upon the representations, warranties
and covenants of each of the Assignor and the Assignee contained in the
Assignment and Acceptance.

                                   *   *   *




                                      -14-
<PAGE>

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above mentioned.

                                   Very truly yours,

                                   [NAME OF ASSIGNOR]


                                   By:________________________
                                   Title:_____________________

                                   [NAME OF ASSIGNEE]

                                   By:________________________
                                   Title:_____________________








ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

BANK OF AMERICA, N.A.,
 as Agent


By:________________________
Title:_____________________













                                      -15-
<PAGE>

                                    EXHIBIT F

                         FORM OF COMPLIANCE CERTIFICATE

Pursuant to Section 7.2 of the Amended and Restated Loan and Security Agreement,
dated as of March 23, 2001 (the "Loan and Security Agreement"), enclosed are the
following [audited/unaudited] Financial Statements of LDM Technologies, Inc.
(the "Borrower"), for the period ending       , 200_. [Note: Describe statements
being delivered pursuant to Section 7.2 of Loan Agreement]. All Capitalized
terms used herein shall have the meaning ascribed thereto in the Loan and
Security Agreement.

         A.       Consolidated and Consolidating Balance Sheet for ____________.

         B.       Consolidated and Consolidating Statements of Income and
                  Expenses for:
                  a._____months ending _____________ , _____, and
                  b.Month of ______________, ______.

         C.       Consolidated and Consolidating Statements of Retained Earnings
                  for: _________________.

         D.       Consolidated and Consolidating Statements of Shareholders
                  Equity for: _________________.

         E.       Consolidated and Consolidating Statements of Cash Flow for:

                  a. _____ months ending _________________, 20__, and
                  b. Month of _________________, 20__.

These statements are in reasonable detail and fairly present the financial
position and result of operations of the Borrower as of the date thereof and for
such periods, and prepared in accordance with GAAP applied consistently with the
audited Financial Statements required pursuant to Section 7.2 of the Loan and
Security Agreement. Subject to normal audits and other year end adjustments, I
hereby certify that these statements are accurate and correct. All changes to
the Financial Statements affected by changes in GAAP since _______________ (or
the application thereof by the Borrower) are reflected on the attached schedule
reconciling all line items affected by such changes in GAAP, with reasonable
explanation as to the affects of GAAP on each line item.

Further, pursuant to Section 7.2(d) of the Loan and Security Agreement, we set
forth the financial covenant calculations of certain sections of the Loan and
Security Agreement which are required to be reported as of ______________, ____.

Section 9.23                                            Capital Expenditures

       Period - __ months ended __________, _____               $___________

Maximum capital expenditures:
          Fiscal year ended  __________, _____                  $____________
                                                        Complaint-Yes/No



                                      -16-
<PAGE>

Section 9.25 Fixed Charge Coverage

[applicable for certificates as of each fiscal quarter
and each Fiscal Year end]

         Period - the two months ended ___________, _______

         a)       EBITDA                                       _________________

         b)       Interest expense                             _________________

         c)       Cash dividends                               _________________

         d)       Capital Expenditures                         _________________

         e)       Scheduled installments of principal
                  paid or payable with respect to
                  Debt for borrowed money (other
                  than Revolving Loans) and
                  Capital Leases                               _________________

         f)       Calculated Fixed Charge Coverage Ratio       _________________

                  Minimum per Loan and Security
                  Agreement : 1.00:1.0                         _________________
                                                               Compliance-Yes/No

Section 9.26 Net Loss
        Period - twelve months ended  ___________, _______

        a)                                        Net Loss     _________________

                                                  Minimum per Loan and Security
                                                  Agreement: $0_________________
                                                               Complaint -Yes/No

I certify that all of the representations and warranties of the Borrower
contained in the Loan and Security Agreement and other Loan Documents are
correct and complete as of this date, and that the Borrower is, as of this date,
in compliance with all of its covenants and agreements in the Loan and Security
Agreements and other Loan Documents.

Additionally, no Default or Event of Default exists or existed during the period
covered by the attached financial statements except as set forth in detail on
the attached schedule, including what action the Borrower has taken or proposes
to take with respect thereto.



                                      -17-
<PAGE>

IN WITNESS WHEREOF, Borrower has caused this certificate to be executed and
delivered by its duly authorized officer this the ___ day of ____________, ____.


                                                    ____________________________
                                                    Name:
                                                    Title:



                                      -18-
<PAGE>

                   SCHEDULE OF DEFAULTS OR EVENTS OF DEFAULT


                                      None

                                       or

                               As Set Forth Below:




































                                      -19-