<PAGE>


                            SEVENTEENTH AMENDMENT TO
                    AMENDED AND RESTATED CREDIT AGREEMENT AND
                               AMENDMENT AGREEMENT


         This Seventeenth Amendment to Amended and Restated Credit Agreement and
Amendment Agreement (this "Amendment" or this "Seventeenth Amendment") is
entered into effective March 31, 2003 between Bank One, NA (successor by merger
to Bank One, Michigan), with its main office in Chicago, Illinois ("Bank One"),
PNC Bank, National Association (collectively with Bank One, the "Banks"), with
Bank One as agent for the Banks (the "Agent"), Owosso Corporation, Ahab
Investment Company, DWZM, Inc., SMX Liquidation Corp., Inc., f/k/a Snowmax
Incorporated, Stature Electric, Inc. ("Stature"), Owosso Motor Group, Inc., AAC
Liquidation Corp., Inc., f/k/a Astro Air Coils, Inc. and Owosso-Delaware, Inc.,
f/k/a Cramer Company (collectively, the "Borrowers").

                                    RECITALS

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

         1. The Banks and the Borrowers are parties to an Amended and Restated
Credit Agreement dated as of January 22, 1999, as amended by a First Amendment
to Amended and Restated Credit Agreement dated as of June 14, 2000, a Second
Amendment to Amended and Restated Credit Agreement dated as of September 28,
2000, a Third Amendment to Amended and Restated Credit Agreement, Revolving
Credit Note, Amended and Restated Pledge Agreement and Security Agreement dated
effective as of October 29, 2000, a Fourth Amendment to Amended and Restated
Credit Agreement, Revolving Credit Notes and Security Agreement dated as of
November 30, 2000, a Fifth Amendment to Amended and Restated Credit Agreement,
Revolving Credit Notes, Amended and Restated Pledge Agreement and Security
Agreement dated January 24, 2001, an Amendment Agreement dated February 12, 2001
(as amended, and as may be further amended, the "Amendment Agreement"), a
Seventh Amendment to Amended and Restated Credit Agreement dated as of May 9,
2001, an Eighth Amendment to Amended and Restated Credit Agreement and Amendment
Agreement dated as of July 31, 2001, a Ninth Amendment to Amended and Restated
Credit Agreement and Amendment Agreement dated January 7, 2002, a Tenth
Amendment to Amended and Restated Credit Agreement and Amendment Agreement dated
February 7, 2002, an Eleventh Amendment to Amended and Restated Credit Agreement
and Amendment Agreement dated May 16, 2002, a Twelfth Amendment to Amended and
Restated Credit Agreement and Amendment Agreement as of July 8, 2002, a
Thirteenth Amendment to Amended and Restated Credit Agreement, Amendment
Agreement, Amended and Restated Pledge Agreement and Security Agreement dated
July 30, 2002, a Fourteenth Amendment to Amended and Restated Credit Agreement
and Amendment Agreement dated effective as of September 30, 2002, a Fifteenth
Amendment to Amended and Restated Credit Agreement and Amendment Agreement dated
October 27, 2002 and a Sixteenth Amendment to Amended and Restated Credit
Agreement and Amendment Agreement dated December 13, 2002 (the "Sixteenth
Amendment") (as amended, including as amended by the Amendment Agreement, and as
may be further amended, the "Loan Agreement") and two Revolving Credit Notes
dated on or about December 13, 2002 each running in favor of one of the Banks


<PAGE>



(the "Notes") as well as various other documents executed previously,
simultaneously therewith or subsequently pursuant to or in connection with the
Loan Agreement (all of the foregoing, including the Loan Agreement, are
collectively referred to as the "Loan Documents"). Capitalized terms used but
not defined in this Seventeenth Amendment have the same meanings as in the
Amendment Agreement.

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

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

         4. Under the terms of the Sixteenth Amendment, the Parties agreed to
extend the Forbearance Period through December 31, 2003 and set various
financial covenants and required reductions of the Commitments based on
Stature's projected performance for 2003. The Parties have advised the Banks
that due to the loss of a major customer and a general reduction in new business
they anticipate that they will be in default of a financial covenant as of March
31, 2003 and therefore in default under the Amendment Agreement, the Loan
Agreement and the Loan Documents but will still be able to reduce the
Commitments as required by the Loan Agreement and still believe that they will
be able to satisfy the Obligations in full on or before December 31, 2003. The
Parties have submitted new projections to the Banks and have asked the Banks to
agree to amend the financial covenants and restructure the Commitment reductions
in accordance with these revised projections.

         5. Subject to the terms and conditions of this Seventeenth Amendment,
and in reliance on the Parties' agreements, acknowledgments, representations,
and warranties in this Seventeenth Amendment, the Banks have agreed to amend the
Loan Documents, and forbear from enforcing their rights and remedies on account
of the Specified Defaults, the New Defaults and the Additional Defaults under
the Loan Documents and applicable law, as set forth below.

                                    AGREEMENT
                                    ---------

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

         A. The Loan Agreement and Amendment Agreement are amended as follows:


                                       2
<PAGE>

                  (1) Section 2.2(d) of the Loan Agreement is amended and
         restated in its entirety to read as follows:

                           "(d) The Commitments will additionally cumulatively
                  reduce by the following amounts (each a "Mandatory Reduction")
                  at the following times in accordance with the terms of this
                  Section 2.2:
<TABLE>
<CAPTION>
                                        Mandatory             Total Cumulative                  New
                     Date               Reduction                Reduction                   Commitment
                     ----               ---------             ----------------               ----------
                      <S>                   <C>                     <C>                          <C>

                 Jan 31, 2003            $900,000                 $900,000                   $8,850,000

                 Feb 28, 2003            $409,000               $1,309,000                   $8,441,000

                 Execution of          $1,340,000               $2,649,000                   $7,101,000
                 17th Amendment

                 April 30, 2003          $200,000               $2,849,000                   $6,901,000

                 May 31, 2003            $875,000               $3,724,000                   $6,026,000

                 June 30, 2003           $250,000               $3,974,000                   $5,776,000

                 Sept 30, 2003           $350,000               $4,324,000                   $5,426,000

                 Oct 31, 2003            $250,000               $4,574,000                   $5,176,000
</TABLE>


                  As part of the calculation of the cumulative reduction, the
         Commitments will reduce on a dollar for dollar basis by 100% of the net
         cash proceeds (net only of reasonable costs of closing pursuant to sale
         terms and conditions acceptable to the Banks in their reasonable
         discretion) promptly upon the Borrowers' receipt thereof of the sale of
         any of the assets of the Borrowers, including without limitation the
         real estate owned by Owosso-Delaware, Inc. and the Texas Property, by
         100% of the face value or reduction in face value of any Letter of
         Credit or full amount of any cash deposit related thereto returned to
         either of the Banks other than the Letter of Credit issued at the
         request of Owosso in connection with its lease of office space in King
         of Prussia, Pennsylvania (the "Lease L/C", which is an additional
         reduction to the Commitments as discussed below) promptly upon the
         Borrowers' receipt thereof, and by 100% of any tax refunds promptly
         upon the Borrowers' receipt thereof.

                  In addition to the reductions set forth above, the Commitments
         will reduce by 100% of the face value or reduction in face value of the
         Lease L/C or full amount of any cash deposit related thereto returned
         to either of the Banks (the foregoing amounts are referred to
         collectively as the "Lease Proceeds").

                  In order to further clarify the foregoing, it is intended that
         payments and related reductions of the Commitments made from the net
         cash proceeds of sales of assets of the Borrowers shall qualify as and
         apply towards "Mandatory Reduction" payments as set forth on the above
         table; provided, however, that payments made from Lease Proceeds shall
         not so qualify and are required to be made in addition to the
         "Mandatory Reduction" payments required by the table."

                                       3
<PAGE>

                  The Parties and Bank One acknowledge and agree that the
         Mandatory Reductions for January 31, 2003 and February 28, 2003 have
         occurred.

                  (2) The definition of "Additional Amount" in Section 1.1 of
         the Loan Agreement is amended and restated in its entirety to read as
         follows:

                         "'Additional Amount' means $4,336,000, less the
                  following amounts immediately upon the Borrowers' receipt
                  thereof: 100% of the net cash proceeds (net only of reasonable
                  costs of closing pursuant to sale terms and conditions
                  acceptable to the Banks in their reasonable discretion) of the
                  sale of any of the assets of the Borrowers, including without
                  limitation the real estate owned by Owosso-Delaware, Inc. and
                  the Texas Property; 100% of the face value or reduction in
                  face value of any Letter of Credit or full amount of any cash
                  deposit related thereto returned to either of the Banks; and
                  the amount of any reduction in the Commitments permitted or
                  required under Section 2(a) and/or 2(d) of the Loan Agreement
                  unless already deducted from the Additional Amount in
                  accordance with the terms hereof."

                  (3) Section 7(f) of the Amendment Agreement is amended to add
         the following new financial covenants:

                  "Borrowers' consolidated EBITDA on a cumulative basis for the
                  period commencing November 1, 2002 shall not be less than the
                  following amounts at the following dates: November 30, 2002:
                  $167,000; December 31, 2002: $237,000; January 31, 2003:
                  $291,000; February 28, 2003: $438,000; March 31, 2003:
                  $407,000; April 30, 2003: $458,000; May 31, 2003: $590,000;
                  June 20, 2003: $784,000; July 31, 2003: $965,000; August 31,
                  2003: $1,142,000; September 30, 2003: $1,301,000; October 31,
                  2003: $1,487,000; November 30, 2003: $1,587,000; and December
                  31, 2003: $1,687,000."

                  (4) Section 25 of the Amendment Agreement is amended to
         restate the notice information for Lisa Kabnick, Esq. as follows: Reed
         Smith LLP, 2500 One Liberty Place, 1650 Market Street, Philadelphia, PA
         19103 Fax: (215) 851 1420.

         B. In addition to continuing to pay the commitment fee and any and all
other fees provided for under the Loan Documents, and in addition to paying the
amendment fee provided for in the Sixteenth Amendment, Borrowers must pay to the
Agent, for the benefit of the Banks, a covenant amendment fee of $10,000, which
has been fully earned by the Banks and is payable as follows: $2,500
simultaneous with execution of this Seventeenth Amendment, $2,500 on or before
the date that is three months after the date of execution of this Seventeenth
Amendment, and $5,000 on or before the date that is six months after the date of
execution of this Seventeenth Amendment, provided, however, that any portion of
the covenant amendment fee that is payable after the date that the Borrowers
fully and finally pay all of the Obligations in full (including returning
undrawn or cash collateralizing any Letters of Credit) will be waived by the
Banks and will not be due and owing thereafter.

                                       4
<PAGE>

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

         D. Subsequent to execution and delivery of this Amendment, Borrowers
must cause to be executed and delivered to the Banks such financing statements,
resolutions and other agreements that the Banks may reasonably require to
effectuate the transactions contemplated by this Amendment. Borrowers must
continue to pay all costs and expenses (including reasonable attorneys' fees)
incurred by the Banks in accordance with the terms of the Loan Documents,
including the Amendment Agreement. Additionally, on or before April 30, 2003,
the Borrowers will provide to Bank One evidence of insurance covering all of the
assets of the Borrowers naming the Agent, for the benefit of the Banks, as
lender loss payee and mortgagee payee, as appropriate, and otherwise in form and
substance acceptable to the Agent in its sole discretion.

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

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

         G. Reservation of Rights.

                  (a) The Amendment Agreement grants a limited forbearance until
                  the expiration of the Forbearance Period on the terms and
                  conditions set forth in the Amendment Agreement (as amended by
                  this Seventeenth Amendment). Except for such forbearance
                  through the expiration of the Forbearance Period and
                  notwithstanding anything to the contrary in this Seventeenth
                  Amendment or the Amendment Agreement, all of the Banks' rights
                  and remedies with respect to the Parties are expressly
                  reserved. Likewise, nothing herein shall be deemed to
                  constitute a waiver of any default existing as of the date
                  hereof or new Events of Default or defaults or shall in any
                  way prejudice the rights and remedies of the Banks under the




                                       5
<PAGE>

                  Loan Documents (including the Amendment Agreement) or
                  applicable law. Further, the Banks shall have the right to
                  waive any conditions set forth in this Seventeenth Amendment
                  or the Loan Documents, in their sole discretion, and any
                  waiver shall not prejudice, waive or reduce any other right or
                  remedy which the Banks may have against the Parties or any of
                  them. However, the Parties agree that no waiver by the Banks
                  of any right or condition of this Seventeenth Amendment or the
                  Loan Documents shall be effective unless contained in a
                  writing signed by an authorized agent of the Agent or each of
                  the Banks, as appropriate.

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

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

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

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

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

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

                  (3) Each Borrower's interim financial statements furnished to
         the Banks, which have been provided through March 23, 2003, fairly
         present such Borrower's financial condition as of such dates and the
         results of such Borrower's operations for the periods indicated. The


                                       6
<PAGE>


         Borrowers' consolidated financial statements have been prepared in
         accordance with generally accepted accounting principles applied on a
         consistent basis, and since the date of the last such financial
         statement there has been no material adverse change in such financial
         condition.

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

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

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

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

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

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

         L. All agreements, representations and warranties made in this
Seventeenth Amendment (and all agreements referred to or incorporated herein)
survive the execution of this Seventeenth Amendment (and all documents and
agreements referred to or incorporated herein). Notwithstanding anything in this



                                       7
<PAGE>

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

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

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

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

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

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

         R. STATUTE OF FRAUDS. THIS SEVENTEENTH AMENDMENT REPRESENTS THE FINAL
AGREEMENT BETWEEN THE BANKS AND THE PARTIES WITH REGARD TO THE SUBJECT MATTER
HEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. ALL PRIOR AND


                                       8
<PAGE>


CONTEMPORANEOUS ORAL AGREEMENTS, IF ANY, BETWEEN EITHER OF THE BANKS OR THE
AGENT, ON THE ONE HAND, AND ANY ONE OR MORE OF THE PARTIES, ON THE OTHER HAND,
ARE MERGED INTO THIS SEVENTEENTH AMENDMENT AND SHALL NOT SURVIVE THE EXECUTION
OF THIS SEVENTEENTH AMENDMENT.

         S. WAIVER OF JURY TRIAL.

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

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

[Signatures begin on next page]


                                       9
<PAGE>


[Signatures continued from prior page]
<TABLE>
<CAPTION>
<S>                                                                       <C>

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

By:    Patricia S. Carpen                                     By:      Frank P. Devine
-----------------------------------                           ----------------------------------------
       Name: Patricia S. Carpen                                        Name: Frank P. Devine
       Title: Vice President                                           Title: Vice President


OWOSSO CORPORATION                                            AHAB INVESTMENT COMPANY

By:    George B. Lemmon, Jr.                                  By:      George B. Lemmon, Jr.
-----------------------------------                           ----------------------------------------
       Name: George B. Lemmon, Jr.                                     Name: George B. Lemmon, Jr.
       Title: President & CEO                                          Title: President


DWZM, INC.                                                    SMX LIQUIDATION CORP., INC.

By:    George B. Lemmon, Jr.                                  By:      George B. Lemmon, Jr.
-----------------------------------                           ----------------------------------------
       Name: George B. Lemmon, Jr.                                     Name: George B. Lemmon, Jr.
       Title: President                                                Title: President


OWOSSO-DELAWARE, INC.                                         STATURE ELECTRIC, INC.


By:    George B. Lemmon, Jr.                                  By:      George B. Lemmon, Jr.
-----------------------------------                           ----------------------------------------
       Name: George B. Lemmon, Jr.                                     Name: George B. Lemmon, Jr.
       Title: President                                                Title: Vice-President
</TABLE>

[Signatures continued on following page]


                                       10
<PAGE>


[Signatures continued from previous page]


<TABLE>
<CAPTION>
<S>                                                                       <C>
OWOSSO MOTOR GROUP, INC.                                      AAC LIQUIDATION CORP., INC.


By:    George B. Lemmon, Jr.                                  By:      George B. Lemmon, Jr.
-----------------------------------                           ----------------------------------------
       Name: George B. Lemmon, Jr.                                     Name: George B. Lemmon, Jr.
       Title: President                                                Title: President
</TABLE>





                                       11