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                                      [FORM OF]
                                           
                                AMENDMENT NO. 1 TO THE
                                           
                     AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
                                           
                                DATED AUGUST 13, 1996
                                           




                            DURA AUTOMOTIVE SYSTEMS, INC.







                                     JULY 1, 1997

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                     AMENDMENT NO. 1 TO THE AMENDED AND RESTATED 
                     STOCKHOLDERS AGREEMENT DATED AUGUST 13, 1996
                                           
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                               DATED AS OF JULY 1, 1997

    This Amendment No. 1 to the Stockholders Agreement dated as of August 13,
1996 (the "STOCKHOLDERS AGREEMENT") is made as of  July 1, 1997, by and among
Dura Automotive Systems, Inc., a Delaware corporation (the "COMPANY"), Onex DHC
LLC, a Wyoming limited liability company ("ONEX"),  J2R Corporation, a Delaware
corporation ("J2R"), Alkin Co., a Delaware corporation  ("ALKIN"),  the HCI
Stockholders, as set forth on SCHEDULE I to the Stockholders Agreement, and the
Management Stockholders, as set forth on SCHEDULE II to the Stockholders
Agreement.  Defined terms used herein shall have the same meanings as set forth
in the Stockholders Agreement.

    WHEREAS, the Company, Onex, J2R, Alkin, the HCI Stockholders and the
Management Stockholders are parties to the Stockholders Agreement described
above; and

    WHEREAS, the parties desire to amend Section 3.1(b) of the Stockholders
Agreement to further clarify such provision; and

    WHEREAS, the parties desire to release certain of the Management
Stockholders named in Exhibit I hereof (the "RELEASED MANAGEMENT STOCKHOLDERS")
from the Stockholders Agreement; and

    WHEREAS, the Released Management Stockholders desire to convert their
shares of Class B Common Stock of the Company to shares of Class A Common Stock;
and

    WHEREAS, Section 8.10 of the Stockholders Agreement requires any
modification or amendment to the Stockholders Agreement to be approved in
writing by the Company, Onex, J2R and Alkin.

    NOW, THEREFORE, for mutual covenants exchanged and other valuable
consideration, the receipt and sufficiency of which are acknowledged, the
parties agree as follow

I.  AMENDMENTS.

    1.   Article III, COVENANTS, Section 3.1(b) shall be amended to add the
words set forth in double underscore below in order to clarify that the
reference to 10% of the holders of Common Stock of the Company shall mean the
holders of at least 10% OF THE VOTING POWER of the Common Stock, consistent with
the By-laws of the Company:


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         3.1(b)  a special meeting of the Board of the Company or such
         Subsidiary may be called, to be held at the registered office of
         the Company, by holders of at least 10% OF THE VOTING POWER of
         the Company's outstanding Common Stock, upon at least 10 days'
         notice, stating the purpose of the meeting and proposing an
         agenda therefor;

    2.   Schedule II is revised as set forth on Exhibit II hereof to reflect
the removal of the Released Management Stockholders, each of whom shall cease to
be bound by or to have any rights under the Stockholders Agreement;

    3.   Article V, Section 5.3, RESTRICTIONS ON TRANSFER, is amended by adding
the following sentence after the first sentence and before the second sentence
of such section:  

    "The consent of Onex may be in the form attached hereto as Schedule
    III, or in any other similar form chosen by Onex in its sole
    discretion."  

    4.   Schedule III, FORM OF CONSENT TO TRANSFER OF SHARES, as set forth on
Exhibit III hereof, shall be added to form a apart of the Stockholders Agreement
following Schedules I and II (as amended) therein. 

    5.   Article VI, Section 6.2, LEGENDING OF SHARE CERTIFICATES, is amended
by substituting the following legend in its entirety for the legend currently
set forth therein:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
         TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933,
         AS AMENDED, OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
         AVAILABLE, AND ARE ALSO SUBJECT TO CERTAIN RESTRICTIONS ON
         TRANSFER CONTAINED IN THE AMENDED AND RESTATED STOCKHOLDERS
         AGREEMENT, DATED AS OF AUGUST 13, 1996, AS AMENDED ON JULY 1,
         1997, AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND
         CERTAIN OF THE COMPANY'S STOCKHOLDERS.  A COPY OF SUCH AMENDED
         AND RESTATED STOCKHOLDERS AGREEMENT, AS AMENDED, WILL BE
         FURNISHED WITHOUT CHARGE BY THE COMPANY TO THE HOLDER HEREOF UPON
         WRITTEN REQUEST.

II. COVENANTS.  In connection with the execution of this Amendment No. 1 to the
Stockholders Agreement, the parties hereby covenant as follows:

    1.   Each of the Released Management Stockholders covenants to elect to
convert any and all shares of Class B Common Stock 


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held by such Managementholder into shares of Class A Common Stock, as permitted
by Article Four, Section 2(B)(4B)(c) of the Company's Amended and Restated
Certificate of Incorporation (the "RESTATED CERTIFICATE"), by providing written
notice to the Company in the Form attached as Exhibit IV hereto and consistent
with the procedures set forth in the Restated Certificate, within 120 days of
the date of this Amendment No. 1 to the Stockholders Agreement.

    2.   The Company covenants to promptly effectuate the conversion of Class B
Common Stock to Class A Common Stock with respect to each Released Management
Stockholder.

    3.   Onex hereby ratifies its consent and waives any right of protest with
respect to any and all shares of Common Stock transferred in one or more Public
Sales by any Management Stockholder or Released Management Stockholder prior to
the date of this Amendment No. 1 and for which written consent was not obtained
from Onex by such Managementholder.  Such waiver shall not operate or be
construed as a waiver with respect to any transfer of Common Stock occurring
after the date of this Amendment No. 1 to the Stockholders Agreement.


                                  *   *   *   *   *


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         IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 1 to the Stockholders Agreement as of the date first above
written.

         THIS AGREEMENT IS SUBJECT TO A BINDING ARBITRATION AGREEMENT.






                                     [SIGNATURES]


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EXHIBIT I



                   RELEASED MANAGEMENT STOCKHOLDERS

                   David Allison
                   Bill Bach
                   Richard Bigham
                   Samuel Casleton
                   Miles G. Doolittle
                   Douglas Elliott
                   John A. Fritz
                   John Hanson
                   Richard F. Haxel
                   Henry L. Huber, Jr.
                   Richard L. Kraus
                   Michael J. Kukla
                   Craig L. Lamiman
                   J. Frank Mack
                   Sean M. McGuire
                   Mark O. Messinger
                   Paul D. Nordstrom
                   David A. Skrzyniarz
                   Douglas S. Stepanian
                   Timothy C. Stephens
                   Jeffrey Tayon
                   John B. Truckey


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EXHIBIT II


                        SCHEDULE II - MANAGEMENT STOCKHOLDERS 

                   David R. Bovee
                   Joe A. Bubenzer
                   David P. Klosterman
                   Milton D. Kniss
                   Carl W. Kucsera
                   Karl F. Storrie



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EXHIBIT III

                                           
                            DURA AUTOMOTIVE SYSTEMS, INC.
                                           
                CONSENT TO TRANSFER OF SHARES PURSUANT TO ARTICLE V, 
        SECTION 5.3 OF THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT DATED 
                             AUGUST 13, 1996, AS AMENDED
                                           

         In accordance with Article 5.3 of the Amended and Restated
Stockholders Agreement dated August 13, 1996, as amended, Onex DHC LLC hereby
consents to the transfer of the following shares of Class B Common Stock by the
Management Stockholder indicated below:

Management Stockholder: _____________________________________

Number of Shares:       _____________________________________

         (check one)    ___  Class A Common Stock

                        ___  Class B Common Stock




Date:  _______________       ONEX DHC LLC   
                             

                             By:  ______________________________
                             Name:
                             Title:



Received and Acknowledged:

DURA AUTOMOTIVE SYSTEMS, INC.     


By: ______________________________
Name:
Title:



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EXHIBIT IV


                            DURA AUTOMOTIVE SYSTEMS, INC.
                                           
                      ELECTION TO CONVERT ANY AND ALL SHARES OF 
                     CLASS B COMMON STOCK TO CLASS A COMMON STOCK
                                           

         In accordance with Article Four, Section 2(B)(4B)(c) of the Amended
and Restated Certificate of Incorporation of Dura Automotive Systems, Inc. (the
"COMPANY"), the undersigned hereby requests that all shares of the Company's
Class B Common Stock  held by such stockholder be converted to shares of Class A
Common Stock:


I, ___________________________ hereby irrevocably request that 
   (print name of shareholder)
any and all shares of Class B Common Stock of Dura Automotive Systems,Inc. held
of record by me on the date hereof be converted to shares of Class A Common
Stock as soon as practicable.



Date:  ______________             ______________________________
                                  (Shareholder)
    
                                  ______________________________
                                  (Print Name)

    
***  THIS ELECTION MUST BE EXECUTED AND RECEIVED BY THE COMPANY, ATTENTION DAVID
R. BOVEE, NO LATER THAN NOVEMBER 1, 1997.  ***