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                                                                     Exhibt 10.5

                               PURCHASE AGREEMENT

This Purchase Agreement ("Agreement"), dated as of the 7th day of February 2000,
is made by and between DANA CORPORATION, SPICER HEAVY AXLE & BRAKE DIVISION,
6938 Elm Valley Drive, Kalamazoo, Michigan, 49009 (hereinafter called "DANA"),
and NATIONWIDE PRECISION PRODUCTS CORPORATION, 200 Tech Park Drive, Rochester,
New York 14623 (hereinafter called "NPP").

WHEREAS, DANA is engaged in the design, manufacture and sale of axles, brakes
and other powertrain components for medium and heavy duty trucks; and

WHEREAS, NPP is in the business of performing machining services; and

WHEREAS, DANA desires to use NPP to perform machining services on purchased
components which are incorporated into DANA's axle products;

NOW, THEREFORE, in consideration of the obligations and premises set forth
herein, NPP and DANA agree as follows:

         1.0      SERVICES AND TERMS OF PURCHASE

                  1.1      During the term of this Agreement DANA agrees to
                           purchase from NPP and NPP agrees to supply to DANA,
                           machined parts (collectively referred to hereinafter
                           as "Parts") to be incorporated into DANA's axle
                           products.

                  1.2      The Parts that Nationwide will supply include all
                           part numbers listed on the attached Exhibit A.
                           Exhibit A may be revised from time to time to add or
                           delete Parts as agreed to by both parties.

                  1.3      The purchased components (such as raw castings,
                           forgings, bearings, hardware, etc.) which are to be
                           machined shall be purchased by NPP from suppliers and
                           at costs designated by DANA.

                  1.4      DANA shall issue a blanket purchase order or orders
                           to NPP for the Parts based on the agreed prices. DANA
                           shall order Parts from NPP by issuing releases
                           against such purchase orders, designating the mix and
                           volume of Parts, delivery date and agreed delivery
                           location.

                  1.5      Except as otherwise provided in this Agreement,
                           Dana's standard purchase order items and conditions
                           ("Standard Terms") in effect on the date a release is
                           issued shall apply to all purchases made by DANA. The
                           current Standard Terms are set out in the attached
                           Exhibit B. DANA may change these Standard Terms from
                           time to time without prior notice to NPP.


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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

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         2.0      PRICE

                  2.1      NPP's invoice price for each Part supplied to DANA
                           will be the sum (a) the price paid by NPP for the
                           purchased component, (b) a handling fee equal to *
                           of NPP's price for the purchased component(s), (c)
                           the price of the machining services performed on the
                           component.

                  2.2      The prices for all machining services performed
                           through December 31, 2001, will be those set out in
                           Exhibit A. The prices for machining services will be
                           reduced by * in the year 2000 from 2001 pricing. The
                           2002 prices will remain in effect for the remainder
                           of the term of this Agreement.

                  2.3      The machining services prices are based on NPP's
                           receiving aggregate annual revenue of * for
                           performing the services, including the * handling
                           fee, in 2001 and * including the *
                           handling fee, thereafter during the term of this
                           Agreement. These prices will be in effect as long as
                           NPP received +/- 10% of this value added billing
                           annually. If the value added billings are outside the
                           +/- 10%, DANA and NPP agree to reevaluate the pricing
                           structure. Parts over-and-above those listed in
                           Exhibit A may be added to meet revenue targets.

                  2.4      Charges for inbound freight to NPP from designated
                           DANA suppliers and any non-returnable containers will
                           be billed to DANA at cost.

                  2.5      NPP will procure all special gages, special cutting
                           tools and general gages required to perform the
                           machining services, at the best available prices, and
                           DANA will pay NPP * for the tooling, on or
                           after January 1, 2001, upon receipt of NPP's itemized
                           invoice for the tooling and subject to full
                           Production Part Approval Process ("PPAP") approval of
                           the machined Parts produced therefrom. The tooling
                           will be "Special Tooling" under Section 11 of the
                           Standard Terms. The tooling will belong solely to
                           DANA upon payment therefor and NPP will cooperate
                           with DANA in the filing of any UCC Form 1 or similar
                           documents evidencing its title. NPP will also procure
                           all necessary machine fixtures, at its own expense,
                           and these fixtures will belong solely to NPP.

         3.0      DELIVERY

                  3.1      Delivery and pricing of the Parts will be F.O.B NPP's
                           Plant in Rochester, NY.

                  3.2      DANA will provide reusable outbound shipping
                           containers for the Parts.

                  3.3      DANA and NPP will mutually develop a packaging
                           specification satisfactory to both parties.

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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

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                  3.4      DANA will select the freight carriers for inbound
                           shipments to NPP and outbound shipments from NPP to
                           DANA, negotiate the corresponding freight rates, and
                           reimburse NPP for all freight charges that NPP will
                           invoice separately.

         4.0      INVOICE AND PAYMENT TERMS

                  4.1      NPP will invoice DANA when the Parts are shipped.

                  4.2      The terms of payment for undisputed invoices are net
                           thirty (30) days from the receipt of the invoice,
                           with a 1/2% discount off the invoice price for
                           payments made within ten (10) days.

         5.0      TERM AND CANCELLATION

                  5.1      This Agreement will be in effect from the date first
                           written above through December 31, 2006, unless
                           cancelled sooner as provided herein or in the
                           Standard Terms. If the parties wish to extend this
                           Agreement beyond the initial term for one-year
                           renewal terms, they will commence renewal
                           negotiations by July 1, 2005.

                  5.2      Section 18 of the Standard Terms (or any equivalent
                           provision in a subsequent version of the Standard
                           Terms providing for the termination by DANA for
                           convenience) will not apply to this Agreement and
                           DANA will not exercise any of its cancellation rights
                           as long as NPP meets all performance criteria
                           outlined in this Agreement.

                  5.3      The notice and cure period provided in Section 19 of
                           the Standard Terms (or any equivalent provision in a
                           subsequent version of the Standard Terms) will be
                           ninety (90) days.

                  5.4      In the event either NPP or DANA (1) ceases to
                           function, (2) liquidates, dissolves, sells
                           substantially all of its assets, (3) undergoes
                           significant management realignment or change, (4)
                           merges or consolidates and is not the surviving
                           corporation, the other party shall have the right to
                           cancel this Agreement immediately by giving written
                           notice.

         6.0      OBLIGATIONS OF NPP

                  In performance of its obligations under this Agreement, NPP
                  agrees that it will:

                  6.1      PPAP all Parts prior to November 30, 2000. The PPAP
                           process will commence no later than July 1, 2000. NPP
                           is not responsible for the PPAP approval of purchased
                           components.

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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

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                  6.2      Maintain adequate facilities and personnel to meet
                           its obligations hereunder, including, but not limited
                           to, development of an inventory control system to
                           assure proper storage of purchased components and
                           finished Parts and prompt handling of inquiries,
                           orders and shipments.

                  6.3      Perform the machining services according to DANA's
                           Supplier Quality Manual (11/89 Rev. 2) and Spicer
                           Heavy Axle & Brake Division's QSR- 109 (October
                           1999).

                  6.4      Provide evidence of conformance to DANA's quality
                           assurance procedures as reasonably requested and
                           permit DANA or its designee upon reasonable advance
                           notice to audit NPP's quality assurance procedures
                           and review pertinent inspection records.

                  6.5      Not make modifications to the purchased components
                           except in accordance with DANA's Parts specifications
                           and/or written instructions.

                  6.6      Notify DANA promptly of all problems relating to the
                           machining services or NPP's other obligations to be
                           performed under this Agreement if such problems will
                           impact delivery or quality of the Parts to be shipped
                           to DANA.

                  6.7      Maintain such records relating to machining services
                           provided under this Agreement as DANA may reasonably
                           require.

                  6.8      Deliver the Parts in accordance with DANA's releases,
                           subject to the following provisions:

                           a.       NPP is committed to 100% on time delivery,
                                    but in no event will be less than 98% on
                                    time, based on DANA's providing NPP with a
                                    rolling 4 (four) week firm schedule and a 5
                                    (five) month planning forecast.

                           b.       If DANA permanently cancels its orders for
                                    any Parts, it will reimburse NPP for the
                                    costs of components for those Parts which
                                    NPP purchased within the forecast period and
                                    which are not returnable.

                           c.       DANA will assure that quantities of outbound
                                    packaging are sufficient to meet delivery
                                    schedules.

                           d.       Lack of performance by the freight carrier
                                    or the purchased components supplier without
                                    fault of NPP will not be considered non
                                    performance by NPP.

                  6.9      Maintain high quality standards that include but are
                           not limited to the following:

                           a.       Maintain quality systems compliant with
                                    QS-9000.

                           b.       Achieve a 200 parts per million ("PPM")
                                    maximum target.

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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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                  6.10     Maintain an inventory bank of 5 (five) days for high
                           volume Parts and 10 (ten) days for low volume Parts.
                           These banks may vary +50%. The high - versus low
                           volume designations will be mutually agreed upon
                           prior to January 1, 2001.

                  6.11     Provide an inventory of the tooling that is owned by
                           DANA under Section 2.5.

                  6.12     Cooperatively work with DANA on an exit program to
                           transition this business to another supplier or
                           DANA's internal operations on the expiration,
                           termination or cancellation of this Agreement.

         7.0      DANA'S OBLIGATIONS

                  In the performing of its obligations under this Agreement,
                  DANA agrees that it will:

                  7.1      Provide NPP with the most current print revisions
                           (including all specifications) available for the
                           Parts at the commencement of this Agreement and from
                           time to time thereafter as changes are made. In
                           addition, if there are any revisions to the Part
                           prints or specifications, DANA agrees to purchase all
                           obsolete components and finished Parts in inventory
                           at NPP, not to exceed a reasonable quantity and mix
                           consistent with DANA's firm schedules and NPP's
                           customary lead times for purchased components, prior
                           to changeover.

                  7.2      Own the tooling used by third parties to manufacture
                           the components that are purchased by NPP hereunder
                           for machining and be responsible for any and all
                           design changes, repairs and replacements for such
                           tooling.

                  7.3      Provide facility space at no cost to NPP for the
                           inventory bank described in Section 6.10, should DANA
                           and NPP mutually agree to have the bank located
                           outside NPP's facilities.

                  7.4      Provide all returnable drainage and packaging
                           necessary for outbound shipments of Parts from NPP to
                           DANA.

                  7.5      Assist NPP in resolving any quality issues with the
                           purchased component suppliers should NPP be unable to
                           resolve them directly and promptly.

                  7.6      Consider NPP as a preferred source for machining
                           services and afford NPP the opportunity to quote any
                           new or replacement business.

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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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         8.0      CONFIDENTIALITY

                  8.1      The confidentiality provisions of the Standard Terms
                           attached hereto as Exhibit B will apply mutually to
                           both parties during the term of this Agreement and
                           will not be superseded by any subsequent version of
                           the Standard Terms without both parties' written
                           consent.

                  8.2      All materials, including without limitation
                           documents, drawings, models, apparatus, sketches,
                           designs and lists, furnished to NPP by DANA shall
                           remain the property of DANA and shall be returned to
                           DANA, erased and/or destroyed promptly at DANA's
                           request, as well as all copies made thereof.

         9.0      MISCELLANEOUS

                  9.1      NOTICES. All notices, requests, consents and other
                           communications hereunder shall be deemed to have been
                           duly given hereunder if in writing and, upon receipt
                           when delivered by hand or sent by courier, facsimile
                           transmission or telex, or three (3) calendar days
                           after being mailed by first class mail, postage
                           prepaid, in each case addressed as follows:

            To DANA:                            To NPP:

            Dana Corporation                    Nationwide Precision Products
            Spicer Heavy Axle & Brake Div.      200 Tech Park Drive
            6938 Elm Valley Drive               Rochester, New York 14623
            Kalamazoo, Michigan 49009
            Attn: Purchasing Manager            Attn: Vice President - Sales

                           or such address as the addressee party may have
                           previously designated in writing by notice to the
                           other party, and such notice or communication shall
                           be deemed to have been given as of the date so
                           delivered or mailed.

                  9.2      SUCCESSORS AND ASSIGNS; OTHER PARTIES. This Agreement
                           and the parties' respective rights and obligations
                           hereunder are not assignable by NPP or DANA without
                           the prior written consent of the other party.

                  9.3.     ENTIRE AGREEMENT. This Agreement, together with the
                           Exhibits attached hereto, constitutes the entire
                           agreement between the parties about the subject
                           matter hereof and supersedes all prior agreements,
                           representations, warranties, statements, promises,
                           information, arrangements and understandings, whether
                           oral or written, expressed or implied with respect to
                           this subject. No modification or waiver of this
                           Agreement shall be binding upon any party unless in
                           writing and signed by or on behalf of the party
                           against which the modification or waiver is asserted.

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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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                  9.4      SEVERABILITY. Any term or provision of this Agreement
                           which is held to be invalid or unenforceable shall be
                           ineffective to the extent of such invalidity or
                           unenforceability without rendering invalid or
                           unenforceable the remaining terms and provisions of'
                           this Agreement.

                  9.5      WAIVER. Neither the failure nor any delay on the part
                           of NPP or DANA to exercise any right, power or
                           privilege hereunder shall operate as a waiver
                           thereof, nor shall any single or partial exercise of
                           any such right, power or privilege preclude any other
                           or further exercise thereof, or the exercise of any
                           other right, power or privilege available to NPP or
                           DANA at law or in equity.

                  9.6      GOVERNING LAW. This Agreement shall in all respects
                           be interpreted, construed and governed by and in
                           accordance with the laws of the State of Ohio,
                           without recourse to the conflicts of laws provisions
                           thereof, and any action relating to this Agreement
                           shall be brought exclusively in a state or federal
                           court in the State of Ohio.

IN WITNESS WHEREOF, NPP and DANA have caused this Agreement to be duly executed
as of the date first above written.

NATIONWIDE PRECISION                    DANA CORPORATION,
PRODUCTS CORPORATION                    SPICER HEAVY AXLE & BRAKE DIVISION

By:       /S/  RONALD S. RICOTTA        By:       /S/  NORM BOISVERT
   --------------------------------        ---------------------------------
      Ronald S. Ricotta                       Norm Boisvert
      President & CEO                         VP & General Manager

Date:       02/08/00                    Date:        02/09/00
   --------------------------------        ---------------------------------


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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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                                    EXHIBIT A
                                        *
















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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

<PAGE>



                                    EXHIBIT B

                   PURCHASE ORDER FOR MATERIALS AND COMPONENTS

                              TERMS AND CONDITIONS

1. CONTRACT, ACCEPTANCE. This Order and the documents incorporated or referred
to herein constitute the entire contract between the parties for the Goods
ordered and supersede any prior written or oral agreements between the parties
therefor. Seller's written acknowledgment of this Order or Seller's delivery of
any Goods hereunder will constitute Seller's acceptance of these terms and
conditions. Any reference herein to Seller's quotation is for informational
purposes only and does not constitute Buyer's acceptance of any terms and
conditions contrary or supplemental to those set out herein.

2. SELLER'S STATUS, ASSIGNMENT. Seller is an independent contractor and not an
employee or agent of Buyer. Seller may not assign or subcontract this Order or
any of its rights or obligations hereunder without Buyer's prior written
consent.

3. CHANGES TO ORDER. Buyer may change this Order in any respect at any time on
written notice to Seller. If any change made by Buyer materially affects
Seller's costs of producing the Goods, the purchase price of the affected Goods
will be equitably adjusted and this Order amended accordingly.

4. PACKING AND SHIPMENT. Seller will pack and ship the Goods in accordance with
Buyer's instructions, without charge for packaging or handling unless otherwise
specified. All Goods will be packed to comply with applicable common carrier
requirements and so as to secure the best available freight rates. All U.S.
shipments will be accompanied by a fully completed bill of lading in the form
prescribed by the National Motor Freight Classification and by a packing list
showing the number and description of items contained therein. Buyer's name and
Order number will be plainly marked on all Terms and Conditions packages, bills
of lading, packing slips, and other shipping documents and on Seller's invoices.
Buyer's count or weight will be final and conclusive for all shipments.

5. DELIVERIES. Seller will deliver all Goods in accordance with Buyer's
instructions. Buyer may reject any or all Goods shipped in excess of quantities
ordered or in advance of schedule and may either return the same to Seller at
Seller's expense or retain the same and invoice Seller for Buyer's incidental
costs of handling and/or storage. Buyer will not process invoices for Goods
shipped in advance of the schedule until the scheduled delivery date. Buyer may
change scheduled deliveries at any time and will reimburse Seller for Seller's
reasonable, documented incremental costs due to such changes.

6. INSPECTIONS, DEFECTS AND NONCONFORMITIES. Buyer may inspect and/or test the
Goods at reasonable times and places and in reasonable quantities, at its own
expense; provided that Seller will, at no charge, make its premises available
for such purposes and will provide all necessary assistance to make such
inspections and/or tests safe and convenient. No inspections and/or tests by
Buyer hereunder will relieve Seller of its obligation to make full and adequate
inspections and/or tests of the Goods. If any Goods are found to be defective or
not in conformity with Buyer's specifications or requirements, Buyer may reject
them, in whole or in part, or require Seller to repair or


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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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replace them at Seller's sole expense. If Buyer returns any rejected Goods,
Seller will reimburse Buyer for the purchase price and all freight, handling,
insurance and other incidental costs incurred by Buyer. If Seller fails to
promptly repair or replace any defective or nonconforming Goods as requested by
Buyer, Buyer may repair or replace the same and invoice Seller for Buyers costs
of repair or replacement and any incidental costs.

7. QUALITY. In performing this Order, Seller will comply with the quality
compliance and quality assurance standards and procedures set out in the Quality
System Manual and the OS-9000 standards published by the International
Organization for Standardization.

8. CONFIDENTIAL INFORMATION. Except as required by law, as reasonably necessary
to perform this Order, or with Buyer's prior written consent. Seller will keep
confidential, at all times, all information, drawings, specifications and data
furnished by Buyer and/or derived or developed by Seller in connection with the
performance of this Order. Seller will not divulge such confidential information
or use it (directly or indirectly) for its own benefit or for the benefit or any
other party or make copies of such confidential information or permit copies to
be made. The foregoing confidentiality obligations do not apply to information
known by Seller at the time it is disclosed by Buyer, to information lawfully
obtained by Seller from a third party entitled to disclose it, and to
information which is or later becomes public knowledge other than through
disclosure by Seller.

9. INTELLECTUAL PROPERTY RIGHTS, PATENT WARRANTY. If Buyer furnishes the design
for the Goods or reimburses Seller for the cost of designing the Goods, Buyer
will own all intellectual property rights relating to that design. Conversely,
if Seller furnishes the design for the Goods or bears the sole cost of designing
the Goods, Seller will own all intellectual property rights relating to the
design. In either case, the owner of the intellectual property rights warrants
to the other party that the design of the Goods will not infringe upon or
contribute to the infringement of any U.S. or foreign patent or patent right.

10. PRODUCT WARRANTY. Seller warrants to Buyer, its customers and end users,
that Seller has good title to the Goods, free and clear of all liens; that the
Goods are free from defects in material and workmanship; that the Goods are
merchantable; conform fully with all specifications, drawings and/or samples
furnished by Buyer (or furnished by Seller and accepted by Buyer); that the
Goods are fit and sufficient for their intended uses; and that the Goods conform
to all applicable Federal Motor Vehicle Safety Standards issued under the
National Traffic and Motor Vehicle Safety Act of 1966, as amended.

11. SPECIAL TOOLING. "Special Tooling" means all special dies, jigs, fixtures,
drawings, molds, patterns, templates and gages acquired or manufactured by
Seller under this Order for use in manufacturing or assembling Goods which are
proprietary to Buyer, excluding any standard or perishable tooling or gages.
Special tooling separately itemized in this Order will be Buyer's property upon
Buyer's full payment of the purchase price for same; provided, however, that
Buyer will have no payment obligation until it has accepted such tooling or the
first run of Goods manufactured or assembled therewith. Seller will furnish
Buyer with an itemized list of such tooling and will maintain adequate cost
records for the same, which records will be available for review or audit


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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

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by Buyer. If Seller fails to maintain such cost records, Buyer will be obligated
to pay Seller solely the fair market value of the special tooling, regardless of
the purchase price stated herein. Seller will be responsible for all loss or
damage to such tooling and for all taxes, assessments, and similar charges
levied with respect to or upon such tooling while in Seller's possession. Seller
will mark and number such tooling with Buyer's name and the number of the part
made therewith to permit accurate identification of same at all times and will
segregate the same from other tooling in its possession to the extent feasible.
Seller will repair, maintain and keep such tooling in good working condition and
replace the same at its own expense as necessary. Seller will use such tooling
exclusively for the production of Goods for Buyer and for no other use. Upon
completion, cancellation, or termination of this Order, Seller will hold such
tooling and any operation sheets or process data necessary to show the use
thereof, at no charge, pending Buyer's instructions with respect to removal or
disposition at Buyer's expense.

12. LEGAL COMPLIANCE. Seller warrants that it will comply with all applicable
federal, state and local laws, regulations, ordinances, and executive, judicial
or administrative orders in the performance of this order. Seller will furnish
Buyer with certificates of compliance in such form as Buyer may request, from
time to time, and will promptly furnish to the proper person or entity any
reports which are properly required of Seller by law, regulation, ordinance, or
order.

13. HAZARDOUS MATERIALS. Seller will property classify, describe, package, mark,
label and provide Material Safety Data Sheets (MSDS) for all Goods to be shipped
hereunder. Seller will prepare all such Goods for transportation in accordance
with any applicable state or federal laws or regulations. Seller will indemnify
and hold harmless Buyer from any claims penalties or damages incurred by Buyer
as a result of any Goods received from Seller not in accordance therewith.

14. COUNTRY OF ORIGIN INFORMATION. Upon request, Seller agrees to provide Buyer
with documentation that establishes the country of origin of the Goods,
including where applicable, affidavits of manufacture, NAFTA certificates of
origin or other documentation that Buyer may reasonably require.

15. INDEMNIFICATION. Seller will defend and indemnity Buyer and its customers
and end users from and against all claims, suits, damages, losses and expenses
arising from (a) any personal injury, death or property loss or damage caused by
Seller's negligent or willful acts or omissions in performing this Order, (b)
Seller's breach of any warranty contained herein, or (c) Seller's breach of or
default under this Order.

16. INSURANCE. While performing this Order, Seller will maintain insurance
coverage at its own cost in amounts and with insurers satisfactory to Buyer for
workers' compensation (unless self-insured), public liability (including
contractual liability and products liability) and automobile liability. At
buyer's request, Seller will furnish certificates of insurance evidencing such
coverage (which certificates will name Buyer as an additional insured and
provide that the coverage will not be cancelable or subject to limit reductions
without 15 day's written notice to Buyer) and/or evidence of self-


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*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


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insurance for workers' compensation. Seller's compliance with these insurance
requirements will not relieve Seller of its defense and indemnification
obligations under Paragraph 15.

17. ALLOCATION. In the event of a partial failure of Seller's ability to supply
the entire quantity of Goods purchased hereunder, Seller will first meet all of
Buyer's requirements hereunder prior to any allocation among customers under
12-615 of the Uniform Commercial Code.

18. TERMINATION FOR CONVENIENCE. Buyer may terminate this Order for convenience
at any time on written notice to Seller. Upon termination, Buyer will be liable
to Seller solely for (a) unpaid invoices for Goods shipped, and (b) Seller's
reasonable, documented costs for raw materials, work-in-process and finished
Goods (subject to the volumes specified in this Order or any firm releases
hereunder) that cannot be canceled without penalty or sold in the general trade;
provided that Seller has delivered the same to Buyer.

19. CANCELLATION FOR CAUSE. To the extent permitted by law, Buyer may cancel
this Order without liability to Seller at any time on written notice to Seller
in the event of Seller's insolvency, Seller's filing of a voluntary petition in
bankruptcy, the appointment of a receiver or trustee for Seller, Seller's
execution of an assignment for the benefit of creditors, or other comparable
event. In addition, Buyer may cancel this Order without liability to Seller at
any time on 30 days' written notice to Seller if Seller breaches any provision
of this Order (or Buyer anticipates such breach); provided, that the
cancellation will be void if Seller cures the breach (or provides adequate
assurances of performance) within the 30-day notice period.

20. BINDING EFFECT. The obligations of the parties hereunder will be binding on
their respective directors, officers, employees, agents, subcontractors, and
duly authorized successors and assigns (if any).

21. CUMULATIVE REMEDIES, WAIVER. Buyer's remedies herein are cumulative and in
addition to any other or further remedies available at law or equity. Buyer's
waiver of any right herein will not constitute a subsequent waiver of the same
right or any other right provided herein.

22. GOVERNING LAW. This Order will be interpreted and enforced under the laws of
the state of Ohio (including, without limitation, the provisions of the Uniform
Commercial Code as adopted by the State of Ohio), without recourse to the
conflicts of laws provisions thereof. In no event will the provisions of the
U.N. Convention on the Sale of Goods apply to this order.

23. DISPUTE RESOLUTION. Any dispute arising connection with the interpretation,
performance or non-performance, or enforceability of this Order will be resolved
by prompt good faith negotiation between the parties. If the parties are unable
to resolve any such dispute, either party may request that it be resolved
through binding arbitration conducted under the Commercial Rules of the American
Arbitration Association in Toledo, Ohio, U.S.A. or elsewhere as the parties may
mutually agree; provided, that neither party may institute an arbitration
proceeding hereunder unless it has given written notice 30 days prior thereto to
the other party, stating its intent to do so and specifying the basis therefor
in reasonable detail. Any award, order or judgment made or issued pursuant to
arbitration hereunder will be deemed final and may be entered and enforced in
any court of competent jurisdiction. The parties hereby agree to submit to the
jurisdiction of such

-----------
*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.

                                        4
<PAGE>


court for purposes of enforcement of such award, order or judgment. In any
arbitration proceeding hereunder, the arbitrator(s) are authorized (but not
obligated) to award reasonable attorneys' fees and other arbitration-related
costs to the prevailing party. Any arbitration proceeding hereunder will be
conducted on a confidential basis. Except by mutual written agreement, no
arbitration arising out of or related to this Order will include by
consolidation, joinder, or any other means, any person or entity not a party
hereto.

24. YEAR 2000 COMPLIANCE. Seller warrants that all software and hardware
furnished under this Agreement (including all enhancements, upgrades,
customizations, modifications and maintenance) will be Year 2000 compliant.
Seller agrees to defend and indemnify Dana from and against all claims, losses,
damages, and costs arising from Seller's Breach of this warranty, regardless of
any limitations of remedies contained elsewhere in this agreement or in any
other agreement between the parties.

                             EXEMPTION CERTIFICATION

       (PURCHASE FOR FURTHER MANUFACTURE UNDER THE INTERNAL REVENUE CODE)

Dana Corporation hereby certifies that it is a manufacturer or producer of
entries taxable under the Internal Revenue Code and holds certificate of
Registry #34-43-8104-0 issued by the District Director of Internal Revenue at
Cleveland, Ohio, and that the article or articles specified in the accompanying
order will be used by him as materials in the manufacture of production of, or
as a component part of, an article or articles enumerated in the code, to be
manufactured or produced by him.

It is understood that for all the purposes of such taxes, the Buyer will be
considered the manufacturer or producer of the articles purchased hereunder, and
(except as specifically provided by law) must pay tax on resale or use,
otherwise than as specified above, of the articles purchased hereunder. It is
further understood that the fraudulent use of this Certificate no secure
exemption will subject the Buyer and all guilty parties to revocation of the
privilege of purchasing tax free and to a fine of not more than $10,000 or to
Imprisonment for not more than five years or both together with costs of
prosecution.

February 1, 2000


-----------
*  This portion of the agreement has been omitted and filed with the
   Securities and Exchange Commission pursuant to a request for confidential
   treatment in accordance with Rule 406 of Regulation C.


                                        5