AGREEMENT BETWEEN

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Exhibit 10.35

AGREEMENT

BETWEEN

XXXXX ELECTRONICS, INC.

AND

I.B.E.W. LOCAL 1392

FEBRUARY 19, 1997 -- FEBRUARY 18, 2000

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TABLE OF CONTENTS

AGREEMENT

BASIC PRINCIPLES
PAGE
ARTICLE I - TERM-AMENDMENT-TERMINATION

Section 1. Terms .................................................... 1
Section 2. Amendment or Termination ................................. 1
Section 3. Amendment During Term .................................... 1

ARTICLE II - RIGHTS AND RESPONSIBILITIES OF PARTIES

Section 1. Union Recognition ........................................ 1
Section 2. Management Function Reserved ............................. 2
Section 3. No Strike - No Lockout ................................... 3
Section 4. Union Stewards ........................................... 3
Section 5. Shop Committee ........................................... 3
Section 6. Employee's Right When Disciplinary Action is Taken ....... 4
Section 7. Compensation Insurance ................................... 4
Section 8. Right of Visitation ...................................... 4
Section 9. Review of Wage and Hours Computation ..................... 4
Section 10. Union Security ........................................... 5
Section 11. Dues Deduction ........................................... 5
Section 12. Non-Discrimination ....................................... 5

ARTICLE III - GRIEVANCE PROCEDURE

Section 1. Processing a Grievance ................................... 6
Section 2. Arbitration .............................................. 7
Section 3. Waiver of Grievance ...................................... 8

ARTICLE IV - HOURS-OVERTIME-HOLIDAY

Section 1. Work Day - Work Week ..................................... 8
Section 2. Regular Working Hours .................................... 8
Section 3. Overtime Payment ......................................... 9
Section 4. Rest Periods ............................................. 9

PAGE
ARTICLE IV - HOURS-OVERTIME-HOLIDAY (CONTINUED)

Section 5. Distribution of Overtime ................................. 9
Section 6. Holidays and Holiday Pay ................................. 11
Section 7. Clean-up ................................................. 12
Section 8. Job Assignment ........................................... 12

ARTICLE V - WAGE PAYMENT-WORK CLASSIFICATIONS
Section 1. Wage Rates and Classification of Work .................... 12
Section 2. New Classifications of Work .............................. 13
Section 3. Shift Premium ............................................ 13
Section 4. Pay Day .................................................. 13
Section 5. Call-Back Payments ....................................... 13
Section 6. Minimum Call-In .......................................... 13
Section 7. Cost of Living Adjustment ................................ 13

ARTICLE VI - HOSPITALIZATION AND INSURANCE ................................ 15

ARTICLE VII - HEALTH AND SAFETY ........................................... 17

ARTICLE VIII - RETIREMENT INCOME PLAN ..................................... 17

ARTICLE IX - SENIORITY

Section 1. Determination of Seniority ............................... 18
Section 2. Seniority Rights ......................................... 18
Section 3. Acquisition of Seniority by New Employees ................ 19
Section 4. Seniority Lists and Loss of Seniority .................... 19
Section 5. Seniority Change Notices ................................. 20
Section 6. Transfers/Temporary ...................................... 20
Section 7. Temporary Layoff ......................................... 20
Section 8. General Layoff ........................................... 20
Section 9. Recall ................................................... 21
Section 10. Specially Skilled Employees .............................. 22
Section 11. Bid Provision - Upgrading and Horizontal ................. 22
Section 12. Transfer-Classification Rate ............................. 23
Section 13. Qualification Period When Changing Job Classifications ... 23
Section 14. Disqualification When Changing Classification ............ 24
Section 15. Layoff During Qualification Period ....................... 24

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PAGE
ARTICLE IX - SENIORITY (CONTINUED)

Section 16. Shift Preference ......................................... 24
Section 17. Union Officer's Seniority ................................ 24
Section 18. Group Leader ............................................. 24

ARTICLE X - LEAVE OF ABSENCE

Section 1. Personal Leave ........................................... 25
Section 2. Sickness and Medical-Related Leave ....................... 25
Section 3. Injuries ................................................. 26
Section 4. Maternity Leave .......................................... 27
Section 5. Copy of Leave ............................................ 27
Section 6. Return From Leave ........................................ 27
Section 7. Employment Outside the Bargaining Unit ................... 28
Section 8. Absence Due to Death in the Immediate Family ............. 28
Section 9. Jury Duty ................................................ 28
Section 10. Absence - Union Business ................................. 29

ARTICLE XI - VACATION

Section 1. Vacations ................................................ 29
Section 2. Time of Vacation Payments ................................ 31
Section 3. Vacation Schedules ....................................... 31
Section 4. Holidays Within Vacation Periods ......................... 31

ARTICLE XII - GENERAL PROVISIONS

Section 1. Definition of Employees .................................. 32
Section 2. Definition of Part-time Employees ........................ 32
Section 3. Bulletin Boards .......................................... 32
Section 4. Effect of Law ............................................ 32
Section 5. Prior Written Agreements ................................. 32

EXHIBIT A - WAGE RATES .................................................... 33

EXHIBIT B - COMPREHENSIVE MEDICAL PLAN .................................... 36

EXHIBIT C - DEPARTMENT LISTING ............................................ 37

AGREEMENT

This Agreement entered into this 19th day of February 1997, between XXXXX
ELECTRONICS, INC., 00000 Xxxxx Xxxx, Xxxxx Xxxx, Xxxxxxx, xx its successors or
assigns, hereinafter called the "Company" and LOCAL UNION 1392, INTERNATIONAL
BROTHERHOOD OF ELECTRICAL WORKERS, hereinafter called the "Union". The
International Brotherhood of Electrical Workers being an affiliate of the
AFL-CIO.

BASIC PRINCIPLES

The Company and the Union have a common and sympathetic interest in the
electrical industry. Progress in this industry demands a mutuality of confidence
between the Company and the Union. Therefore, a working system and harmonious
relations are necessary between the Company, the Union, and the public, so that
all will benefit by continuous peace and by adjusting any differences by
rational, common-sense methods. To these ends, this Agreement is made and
entered into. Now, therefore, in consideration of the mutual promises and
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

TERM-AMENDMENT-TERMINATION

SECTION 1. TERMS: This Agreement shall take effect on February 19, 1997, and
shall continue in full force and effect until and including February 18, 2000.
It shall continue in effect from year to year thereafter, unless notice for
amendment or termination is given in the way provided for in Section 2 and 3
below.

SECTION 2. AMENDMENT OR TERMINATION: Either party desiring to amend or terminate
this Agreement must notify the other in writing at least sixty (60) days prior
to the termination date. Whenever notice is given for amendment or termination,
negotiations thereon shall commence not later than forty-five (45) days prior to
the termination date.

SECTION 3. AMENDMENT DURING TERM: This Agreement shall be subject to amendment
at any time by mutual consent of the parties hereto, but there shall be no
obligation to bargain over any proposed amendment during the existence of this
agreement or extension thereof.

ARTICLE II

RIGHTS AND RESPONSIBILITIES OF PARTIES

SECTION 1. UNION RECOGNITION: The Company recognizes the Union as the sole
bargaining representative of a unit consisting of all employees of the various
classifications listed in Exhibit "A" attached hereto, who are employed at the
Company plants located in South Bend, Indiana. It is agreed that apprentices
will be included in the bargaining unit if and when such a classification is
established. Excluded from such bargaining unit are office clerical employees,
supervisory employees, engineering and laboratory technicians, timekeepers,
guards and professional employees. The non-bargaining maintenance technician
unit will not be expanded beyond the three (3) positions that make up the unit.
Any additional maintenance technicians positions will be recognized as part of
the bargaining unit.

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SECTION 2. MANAGEMENT FUNCTION RESERVED:

(A) Except as expressly and specifically limited or restricted by a provision of
this agreement, and to that extent only, the company reserves and retains any
and all management rights, prerogatives and privileges previously vested in or
exercised by the Company. Such rights of management include, among other things,
but are not limited to, the right to plan, direct, control, increase or decrease
the operations; to determine the products to be manufactured; to purchase
materials and parts from any source, to shift or transfer location of products
manufactured or types or methods of work within the Company; to establish and
change the sequence of manufacturing processes; with full employment, to
subcontract work; to change machinery, methods and facilities, or introduce new
methods, techniques or machinery and products; to automate; to maintain and
administer job evaluation programs and performance appraisal programs; to
maintain discipline of employees; to warn, suspend, discipline, discharge or
demote employees for just cause; to establish, change, add to or reduce the
number of shifts, the schedules to be worked and the work force; to determine
whom shall be hired, the number of employees to be employed at any time and the
qualifications necessary for jobs; to transfer, relieve or lay off employees or
to shorten or lengthen the work week to meet the needs of the Company; to
establish, maintain and enforce and to rescind, amend or change reasonable
rules, regulations, policies and disciplinary procedures; to adopt no smoking
policies; to add, modify, combine or eliminate job classifications; to set
qualifications for job classifications; to determine policies affecting the
selection and training of employees; where reasonable suspicion exists and after
discussion with the xxxxxxx, to require an employee to submit to blood alcohol
and/or drug testing and/or a medical examination by a doctor designated by the
Company, once a program is implemented; to assign and schedule work duties; to
schedule overtime hours and to assign employees to overtime work; to transfer
employees, and set quality, quantity and work standards in accordance with its
determination of the needs of the job and the operation.

(B) In every case under this agreement where a judgment is required to be made,
except in cases relating to an employee's physical or mental fitness, such
judgment shall be made by the Company whose determination shall not be reversed
unless it is found that the Company acted in an arbitrary, capricious,
discriminatory, unreasonable or unjust manner. If an employee's mental or
physical fitness is in question, the Company may send said employee to a
qualified physician of its choice at the Company's expense subject to the
grievance procedure. The parties agree to utilize and be bound by the provisions
of Article X.

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(C) It is understood and agreed that all rights exercised are retained by the
Company unless they are contracted away through specific provisions in this
agreement.

(D) The Company further specifically reserves the right to move, relocate, sell,
close, liquidate or consolidate the plant in whole or in part.

(E) It is agreed that an arbitration award shall not impair the reserved
management rights in this agreement.

(F) The Company and the Union acknowledge that employee involvement can improve
morale, product quality, safety, productivity and the overall environment of the
workplace. The parties agree that employees should be encouraged to actively
participate in employee involvement.

SECTION 3. NO STRIKE - NO LOCKOUT: The Union agrees that it and its members will
not engage in any strike, slow-down or stoppage of work or other interference
with production during the term of this Agreement. The Company agrees that there
will be no lockout of its employees, and all differences which may arise shall
be settled in accordance with the provision of the Agreement.

SECTION 4. UNION STEWARDS: The Company agrees to recognize shop stewards who
shall be employees of the Company and members of the Union. There shall be one
(1) xxxxxxx for each shift

SECTION 5. SHOP COMMITTEE: The Company recognizes one shop committee from the
plant which shall consist of the xxxxxxx from each shift. For the purpose of
grievance discussions, a committee will be formed which shall consist of:

(A). The xxxxxxx from the shift on which the aggrieved employee works.

(B). The Union Business Manager or designated representative.

Such sub-committee (Grievance Committee) shall operate as outlined in Article
III, Grievance Procedure.

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SECTION 6. EMPLOYEE'S RIGHT WHEN DISCIPLINARY ACTION IS TAKEN:

(A). Rights at Suspension or Discharge: Any employee who has
established seniority with the Company and who is disciplined by
suspension or discharge, may request the presence of his shop
xxxxxxx to discuss the matter with him for a period of time not to
exceed twenty (20) minutes in an office designated by the Company
for that purpose, before such employee is required to leave the
plant; and such shop xxxxxxx will be called with reasonable
promptness and such opportunity of discussion afforded by the
Company.

(B). Limitation on Life of Warnings: When determining the need for
suspension or discharge, only warnings or violations occurring in
the immediate preceding twelve (12) month period will be taken
into consideration.

SECTION 7. COMPENSATION INSURANCE: For all employees covered by this Agreement,
the Company shall carry Worker's Compensation Insurance with a company
authorized to do business in the state, make proper social security payments and
make proper contributions to the State of Indiana Unemployment Compensation
Board, and provide such other protective insurance as may be required by the
laws and regulations of the State of Indiana, and shall furnish satisfactory
proof of such to the Union.

SECTION 8. RIGHT OF VISITATION: The Business Manager of the Union, or any of his
designated assistants, when not an employee of the Company, shall be received by
the Company at its office, on reasonable notification to the Company, and, where
investigation of grievance is desired, shall be permitted to go into the factory
(to be accompanied by a factory representative, if not an employee of the
Company) subject to the same limitations and restrictions as may be imposed by
the Company on regular employees of the Company.

SECTION 9. REVIEW OF WAGE AND HOURS COMPUTATION: Should a question arise
regarding working hours worked or computation of pay of an employee, the Human
Resources Department will review the payroll record with an employee. If a
satisfactory agreement is not reached on the day the question is raised, the
matter will be handled as outlined in Article III, "Grievance Procedure".

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SECTION 10. UNION SECURITY: All employees covered by the terms of this Agreement
shall be required to become and remain members of the Union as a condition of
employment from and after the ninetieth (90th) day following the date of
employment or the effective date of this Agreement, whichever is later.

SECTION 11. DUES DEDUCTION: The Company agrees to deduct from the wages of each
Union member, upon written authorization, an amount equal to the regular dues of
the Union, such deduction to be made on the last payday of each calendar month.
The total amount deducted is to be transmitted to the Financial Secretary of the
Union together with a list of the names of the employees from whose pay
deductions were made. The form of authorization to be used in this regard shall
be made with the Agreement of both parties hereto. The Union agrees to hold the
Company free from all liabilities in the matter of dues collection, except for
ordinary diligence and care in the transmittal of such moneys.

SECTION 12. NON-DISCRIMINATION: The Union and the Company recognize the legal
obligation to make reasonable accommodation for certain employees with
disabilities as defined by the Americans With Disabilities Act of 1990, 42
U.S.C. SS12101 through 12203, effective July 26, 1992. The parties agree that
each and every instance where a reasonable accommodation may be necessary will
be treated on a case by case basis based on the facts of each particular
employee's disability. The parties agree that the Union shall participate and be
present in any meetings and/or discussions between the Company and disabled
employees which involve a possible reasonable accommodation. The parties agree
that the Union shall, upon request, have access to all information regarding
disabled employees relevant to efforts to achieve a reasonable accommodation for
said disabled employees. The parties agree that any action taken by the Company
to achieve a reasonable accommodation is subject to the contractual
grievance/arbitration procedure.

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ARTICLE III

GRIEVANCE PROCEDURE

A grievance is defined as an alleged violation of a specific article or section
of this Agreement.

SECTION 1. PROCESSING A GRIEVANCE: If any such grievance arises there shall be
no stoppage or suspension of work because of such grievance, but such grievance
shall be submitted to the following grievance procedure:

STEP 1. Within five (5) working days of the time a grievance arises,
the employee or employees concerned, with the assistance of his
shop xxxxxxx, or committee-person in the absence of their shop
xxxxxxx, will present the grievance to their supervisor. Within
two (2) working days after presentation of grievance, the
supervisor shall give an answer orally to the employee and the
union xxxxxxx involved.

STEP 2. If the grievance is not resolved at Step 1; within the two
(2) working days after receiving the company's oral answer, it
shall be reduced to writing, signed by the employee(s) involved,
and referred to the Shop Xxxxxxx or committee-person for
presentation to the Company. The written grievance shall state
the facts giving rise to the grievance, identify all the
provisions of the agreement alleged to be violated, state the
contention of the union/employee and indicate the relief
requested. Within two (2) working days after presentation of the
grievance, the supervisor shall give a written answer to the
union xxxxxxx involved.

STEP 3. If the grievance is not resolved at Step 2; within two (2)
working days after receiving the Company answer in Step 2; the
Union shall advise the Company of their desire to meet to
resolve the issue. The participants in this meeting shall be the
Grievance Committee, the Business Manager of the Union or his
designated representative and the Manager, Human Resources or
his designated representative. Within two (2) working days
following the meeting, the Company will give a written answer to
the union xxxxxxx originating the grievance.

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STEP 4. If the grievance is not resolved at Step 3; within two (2)
working days after receiving the Company answer in Step 3; the
Union shall advise the Company of the desire to meet to resolve
the issue. The participants in this meeting shall be the
grievance committee, the Business Manager of the Union or his
designated representative, an International Representative of
the IBEW may be present only to assist the Local Union, and the
Manager, Human Resources of his designated representative.
Within two working days following the meeting, the Company will
give a written answer to the Union xxxxxxx originating the
grievance.

Within ten (10) working days after the Step 4 answer is rendered by the Company,
the Union may decide to submit the grievance to arbitration. If so it shall be
handled as specified in Section 2, Arbitration.

Disposition of a grievance under any of the foregoing steps will be final unless
the grievance is pursued to the next step in the time and manner provided above.
The time limits provided for in the grievance procedure may be extended by
mutual agreement.

SECTION 2. ARBITRATION: Arbitration will be handled by the American Arbitration
Association in accordance with their rules and regulations. Each party will bear
its own expenses in the arbitration except that the fee and expenses of the
Arbitrator will be equally divided between the parties.

Within five (5) working days after the Union decides to submit a grievance to
arbitration, the Union shall request the American Arbitration Association to
furnish both parties with a list of the names of nine (9) duly accredited
members of the Association. Within five (5) working days after receiving said
list, unless a later date is mutually agreed upon, the parties shall meet and
choose one (1) person from that list by alternately striking a name until one
(1) name remains. That person shall be the Arbitrator for the case.

The Arbitrator will have no authority to alter, modify, eliminate, add or remove
any part or parts of this Agreement. The Arbitrator shall consider only the
matter which has been properly carried through the Grievance Procedure and which
is subject to the Arbitration provisions hereof and shall deal only with the
matter which occasioned his appointment. The Arbitrator shall not have the right
to consider any matter not subject to the Grievance Procedure as set forth in
this Agreement and his decision shall be based solely upon his interpretation or
application of what the Agreement provides. The Company and the Union agree that
they will accept as final and binding the decision of the Arbitrator.

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SECTION 3. WAIVER OF GRIEVANCE: (1). Unless mutually agreed to in writing, any
grievance not originated and handled strictly within the time limits and in the
manner provided in this Article, shall be considered to have been waived, and
thereafter, that grievance may not be presented for further consideration. (2).
The parties by mutual agreement may waive any step of the foregoing grievance
procedure. In cases where the grievance involves wages, such may not be
retroactive prior to the work week during which the written grievance was first
presented.

ARTICLE IV

HOURS-OVERTIME-HOLIDAY

SECTION 1. WORK DAY - WORK WEEK: Eight (8) hours shall constitute a regular work
day. Five (5) consecutive days, starting with Monday, shall constitute a regular
work week, when operating a three (3) shift schedule, the first working shift of
the week shall be first shift starting at 7:00 a.m. on Monday morning. Nothing
herein shall be construed as a guarantee of hours per day or days per week.

SECTION 2. REGULAR WORKING HOURS: The regular working hours for the following
classifications are:

Q.A. Auditors, Operators and Set-Up Assembly
1st shift 7:00 a.m. - 3:00 p.m.
2nd shift 3:00 p.m. - 11:00 p.m.
3rd shift 11:00 p.m. - 7:00 a.m.

A twenty-five (25) minute period will be given for lunch break as nearly as
possible to 3 hours before the end of the shift.

The regular working hours for all other classifications are as follows:

1st shift 7:00 a.m. - 3:30 p.m.
2nd shift 3:00 p.m. - 11:30 p.m.
3rd shift 11:00 p.m. - 7:30 a.m.

A thirty (30) minute intermission will be given for lunch period as nearly as
possible to 3 hours before the end of the shift.

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SECTION 3. OVERTIME PAYMENT:

(1) Overtime pay at the rate of one and one-half (1-1/2) times base rate will be
paid for:

(A). All hours worked in excess of eight (8) per day.

(B). All work performed on the sixth consecutive work day in a regular
work week, regardless of the day of the week on which the shift
started or ended.

(2) Overtime pay at the rate of two (2) times base rate will be paid for all
hours worked on the seventh consecutive day in a regular work week.

(3) Overtime pay at the rate of two (2) times base rate will be paid for all
hours worked on Holidays designated in Section 6 below, plus the employee
will receive eight (8) hours straight time pay as holiday pay.

SECTION 4. REST PERIODS: One rest break will be given in addition to the lunch
break for those employees in the Operator, QA Auditor and Set-up Assembly
classifications. The rest break(s) will be ten (10) minutes and will be given as
nearly as possible to two and one-half (2-1/2) hours after the start of the
shift. For all other classifications, an additional break in the afternoon will
be given as nearly as possible to one and one-half (1-1/2) hours before the end
of the shift. Whenever any employee is scheduled to work two (2) or more hours
beyond the end of their regular scheduled eight (8) hour shift, an additional
ten (10) minute rest break will be given.

SECTION 5. DISTRIBUTION OF OVERTIME: Overtime is scheduled in two ways:

(1). All employees on one or more shifts in a department are requested to work a
scheduled period of overtime. A list of departments can be found in Exhibit
C.

In this case all employees are required to work 50% of the overtime
offered. Failure to maintain this average for a calendar month may subject
the employee to disciplinary action. The Company will provide 48 hours
advance notice of required overtime for full shift schedules in a
department. If the Company fails to provide 48 hours advance notice for
full shift schedules in a department, the 50% rule will not apply. The
intention of an employee to work or not work a scheduled period of overtime
will be indicated by the employee signing the overtime roster no later than

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noon Friday for all weekend overtime. The overtime roster will be
maintained by the supervisor.

Any employee who agrees to work such overtime and then either leaves early,
arrives late or fails to work at all, will be charged with an absence or
tardy in the same way as during the regular working week. This occasion
will be charged to their attendance record. Exceptions to this provision
may be made when evidence, as determined satisfactory by the Company, is
presented showing that an emergency prevented the employee from reporting
to work. Absences on a scheduled weekend will not be considered in
determining eligibility for a P.A. Day, unless the 50% overtime requirement
has not been met.

(2). Specific employees are requested to work. In this case, several provisions
apply:

(A). The overtime will first be offered to the employee(s) performing the
work during the regular working week. There will be no penalty for
employees refusing this overtime, provided, however, that if more
senior employees decline to work voluntary overtime, the least senior
employees in the department will be required to work the offered
overtime. The Company, in its sole discretion, will determine the
number of employees necessary to work voluntary overtime.

(B). Overtime will be divided as equally as possible among the employees
possessing the necessary skills and experience.

(C). Any employee who agrees to work such overtime and then either leaves
early, arrives late or fails to work at all, will be charged with an
absence or tardy in the same way as during the regular working week.
This occasion will be charged to their attendance record.

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SECTION 6. HOLIDAYS AND HOLIDAY PAY:

(1). Holidays: Holidays recognized under the terms of this Agreement shall be:

(A) Good Friday
(B) Memorial Day
(C) Independence Day
(D) Labor Day
(E) Thanksgiving Day and the Friday following Thanksgiving Day.
(F) Christmas Day and either the working day immediately before or after
Christmas Day.
(G) New Year's Eve
(H) New Year's Day
(I) One Personal Day per year to be taken at any time, provided the
scheduling of such day would fall within the guidelines of the number
of employees that could be allowed on Vacation or Personal Day at any
given time. Any Personal Day not taken by December 31st will be paid
at straight time in a succeeding paycheck.
(J) Three (3) P.A. Incentive days will be allowed each year, one for
every four months. These days must be earned for each trimester by a
perfect attendance record in the preceding trimester. A perfect
attendance record is defined as no absences, except for P.A. days,
vacations, layoffs or holidays, and not more than two tardies (or
leave earlies) during the calendar trimester. Any P.A. Incentive days
earned and not taken by December 31st of each year, will be paid in a
paycheck during January of the next year. These P.A. Incentive days
will be subject to the same restrictions as the regular P.A. day
defined in subsection (I) above.

(2). Holiday Pay: Employees shall be paid their regular rate of pay including
any shift premium for eight (8) hours for such holidays, provided that they
have worked a minimum of six (6) hours on both the last scheduled day
before the holiday and the first scheduled day after the holiday. Work
performed on a holiday shall be paid as defined in Section 3, Overtime
Payment.

The requirements for work both before and after the holiday will be waived when:

(A) The holiday falls within a vacation period. See Article XI, Section
4.

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(B) The absence is approved, in advance, by the employee's supervisor.
Forms will be provided by the Company; copies are to be forwarded,
approval by the supervisor, to Payroll Department and to the Union
Business Manager.

(C) The absence is due to a layoff which began within the week preceding
the week within which the holiday falls, or when layoff began on the
day following the holiday.

SECTION 7. CLEAN-UP: The Company and the Union agree that a five-minute period
at the end of each shift should be set aside for the dual purpose of cleaning
the work place, equipment, and tools, as well as for personal wash up. The
Company may elect to signal the start of such a period with a xxxx but this
signal to stop work and start cleaning may not apply to all employees because of
the nature of the work assignment. In such instances, such as continuously
running equipment, the Company will issue special instructions to serve the
purposes intended. It is further agreed that idleness during this period will
not be tolerated.

SECTION 8. JOB ASSIGNMENT: In the Manufacturing Department, operators will have
their press assignments changed periodically. Operators performing assembly will
be rotated on a periodic basis within product groups depending on product mix
and scheduling requirements.

ARTICLE V

WAGE PAYMENT-WORK CLASSIFICATIONS

SECTION 1. WAGE RATES AND CLASSIFICATION OF WORK: Attached hereto is a schedule
setting forth the classifications of employees and of work covered by this
Agreement, together with minimum wage rates applicable to such classifications,
all of which is specifically made a part of this Agreement and shall be known as
Exhibit "A".

Job Descriptions will be posted on bulletin boards during job postings.

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SECTION 2. NEW CLASSIFICATIONS OF WORK: Should new bargaining unit
classifications of work be established, the wage rates applicable thereto shall
be established by the Company. Should the Union feel that such rates are
improper in relation to other shop rates, then such complaint shall be handled
under provisions of Article III, "Grievance Procedure", starting with Step 3.
Any changes in wage rate so negotiated, would be retroactive to the date the new
classification was established, if the grievance is settled prior to
arbitration.

SECTION 3. SHIFT PREMIUM: Employees who are required to work shifts, other than
day shift, shall be paid $0.20 per hour over their straight time rate of pay for
the second shift, and $0.30 per hour over their straight time rate of pay for
the third shift.

SECTION 4. PAY DAY: Wages shall be paid weekly during the regular working hours
on Thursday for the second shift and on Friday for the first and third shift and
not more than seven (7) days' wages may be withheld at any time.

In the event a recognized holiday falls on a Thursday or a Friday of the regular
week as defined in Article IV, Section 2; then the second and third shifts will
receive their pay prior to the first shifts' last working day of that week.

SECTION 5. CALL-BACK PAYMENTS: Any employee called back to work after having
been released from the regular days' work shall be paid a minimum of four (4)
hours at the applicable rate of pay.

SECTION 6. MINIMUM CALL-IN: Where an employee reports for work on a regularly
scheduled work day at the regular starting time and work is not available, the
employee shall be given a minimum of four (4) hours work or shall be paid his
regular straight time of pay for four (4) hours. When an employee is scheduled
to work on Saturday and report for work, and work is not available, they shall
receive four (4) hours at one and one-half (1-1/2) times the regular rate of
pay. This provision shall not apply where the work is unavailable due to any
general disaster, fire, explosion, labor dispute, or other condition beyond the
control of the Company.

SECTION 7. COST OF LIVING ADJUSTMENT: Effective on February 19th of each
contract year, a quarterly cost of living adjustment will be paid to all
employees in the bargaining unit who hold seniority at the time the adjustment
is made. The amount of COLA will be determined and redetermined on the basis of
the official "Consumer Price Index" published by the Bureau of Labor Statistics,
U.S. Department of Labor (1967=100).

-13-

The basis for the first quarterly COLA in each year will be the CPI for January
of that year. At the end of each contract quarter (i.e., May 19th, August 19th,
November 19th and February 19th) in each year, if the increase in the CPI
exceeds 6 points as measured by the Bureau of Labor Statistics, each 0.5 point
increase above 6 points will mean $0.01 per hour better cost of living
adjustment. The COLA will not exceed $0.25 per hour in any one year period.

-14-

ARTICLE VI

HOSPITALIZATION AND INSURANCE

SECTION 1. The Company agrees to maintain in force during the term of this
contract, a group health, accident, and life insurance policy for all its
employees.

Employees will be required to pay 25% of the cost of health insurance in the 3rd
year of this Agreement with the Company paying the balance of any premium due.
Following is a summary of those costs:

DEDUCTION PER HOUR* PLAN YEAR BEGINNING
------------------- -------------------
4/1/97 4/1/98 4/1/99
------ ------ ------

EMPLOYEE ONLY $0.177 $0.289 $0.402
EMPLOYEE WITH CHILD(REN) $0.522 $0.634 $0.745
EMPLOYEE WITH SPOUSE $0.554 $0.696 $0.839
EMPLOYEE WITH FAMILY $0.637 $0.863 $1.089

* BASED ON FIRST 1,500 HOURS WORKED.

ANNUAL INCREASE IN DEDUCTION* PLAN YEAR BEGINNING
----------------------------- -------------------
4/1/97 4/1/98 4/1/99
------ ------ ------
EMPLOYEE ONLY $0.11 $0.11 $0.11
EMPLOYEE WITH CHILD(REN) $0.11 $0.11 $0.11
EMPLOYEE WITH SPOUSE $0.14 $0.14 $0.14
EMPLOYEE WITH FAMILY $0.23 $0.23 $0.23

* BASED ON FIRST 1,500 HOURS WORKED.

TOTAL COSTS PLAN YEAR BEGINNING
----------- -------------------
4/1/97 4/1/98 4/1/99
------ ------ ------
EMPLOYEE ONLY $2,067 $2,211 $2,409
EMPLOYEE WITH CHILD(REN) 3,803 4,086 4,471
EMPLOYEE WITH SPOUSE 4,278 4,599 5,036
EMPLOYEE WITH FAMILY 5,539 5,961 6,534

-15-

EMPLOYEE SHARE PLAN YEAR BEGINNING
-------------- -------------------

4/1/97 4/1/98 4/1/99
------ ------ ------

EMPLOYEE ONLY $ 517 $ 553 $ 602
EMPLOYEE WITH CHILD(REN) 951 1,022 1,118
EMPLOYEE WITH SPOUSE 1,070 1,150 1,259
EMPLOYEE WITH FAMILY 1,385 1,490 1,634

If, based on actual health insurance costs, employees pay in excess of 25% in
any year, Xxxxx will refund the excess to each employee at the end of the three
year period.

If maximum costs set by the Insurance Company for the years beginning 4/1/98 or
4/1/99 are less than the amounts currently estimated, Xxxxx will reduce the
deduction accordingly at the start of each new plan year.

Xxxxx will form a committee of both salary and hourly employees to review
alternative health plans and cost-containment measures.

Benefits will include:

(A) A comprehensive medical plan with $150.00 annual deductible per
person, limit of two (2) deductibles per family with $250.00 stop
loss (in-network) and $500.00 stop loss (out-of-network) per
individual per calendar year. See Exhibit B.

(B) Disability payments of 60% of wage for weekly income with a maximum
of $210.00 weekly, based on 1st day accident, 8th day illness, 18
weeks benefit period effective February 19, 1997.

(D) Dental Plan:

* 50% coverage of expenses for dental services (excluding
Orthodontist)
* $1,000 maximum per year per individual $25.00 deductible per
calendar year
* Limit of three (3) deductibles per family

-16-

To be qualified for insurance coverage, an employee must work enough hours each
month to achieve an annualized minimum of 1,000 hours/year. Employees will
become eligible for insurance benefits after completion of a 90-day probationary
period. Insurance coverage will be provided for employees on layoff until the
25th day of the month in which the layoff occurs. Recalled employees insurance
coverage resumes on the day they return to work, if the duration of layoff was
less than 12 months. Employees on layoff longer than 12 months must wait a
90-day period before coverage can be resumed.

ARTICLE VII

HEALTH AND SAFETY

The Company agrees to maintain reasonable provisions for sanitary, safe and
healthful working conditions in the plant, including the provision for
protective clothing that the Company deems advisable. The Union agrees that its
members are to make proper use of all safety appliances and protective equipment
as directed and to take proper care of all facilities, recognizing that all
employees must share the responsibility of keeping their place of work and all
facilities clean, orderly, and safe.

The Company will further pay for one (1) pair of prescription safety glasses
every twelve (12) months. All employees will be required to have an annual eye
examination at the Company's expense. The provider is determined by the Company.

ARTICLE VIII

RETIREMENT INCOME PLAN

Effective February 19, 1997, the Company will begin making a contribution of
$0.19 per hour for all hours worked into a retirement income plan, with the
employees contributing a matching amount. Effective February 19, 1998, the
contribution will increase to $0.20 and effective February 19, 1999, the
contribution will increase to $0.22 per hour for all hours worked. The employee
matching contribution will increase accordingly.

-17-

Some of the highlights of the plan are:

* Vesting 20% a year for each year of service. 100% vested with 5
years of service. Prior service will count for vesting purposes
only.

* Employees hired after the plan effective date will have a one year
waiting period before participating in the plan.

* Withdrawal of the employees' contributions and the Company's
contribution that are vested can occur when an employee retires or
terminates employment.

* To be eligible for a Company contribution, employees have to have
worked 500 hours in the year and be on the payroll as of December
31.

* The Company's contribution to the plan will be made in July,
October, January, and April of each plan year.

* Employees may choose from several options how they want to have
their money invested.

* Employees may borrow a portion of their Individual Account, subject
to the approval of the Plan Administrator. Such loans are available
only for certain extraordinary or emergency purposes. See Summary
Plan Description for details.

ARTICLE IX

SENIORITY

SECTION 1. DETERMINATION OF SENIORITY: Seniority for all Union employees shall
date as of the first day of current employment with the Company in a bargaining
unit classification. An employee can transfer from one classification or
department to another only under the provisions of Sections 6, 8, 9 and 11 of
this article. When such transfer is made, the employee will carry full seniority
time and rights with them to their new department, job or shift.

SECTION 2. SENIORITY RIGHTS: No employee shall, by reason of seniority, be
entitled to any job for which he is not qualified, nor shall any employee be
entitled to replace another employee in a specific assignment. This provision
will apply in case of layoffs as outlined in Section 8.

-18-

SECTION 3. ACQUISITION OF SENIORITY BY NEW EMPLOYEES: Employees are regarded as
probationary for the first ninety (90) calendar days of continuous employment
except for Moldmakers and Manufacturing Technicians for whom the probationary
period can extend up to but will not exceed 180 calendar days. Until
satisfactory completion of the probationary period the employee will not be
eligible for the economic or security benefits laid out in this Agreement,
except for wages, and may be laid off or discharged without recourse to the
grievance procedure. Moldmakers and Manufacturing Technicians will be eligible
for the economic and security benefits set forth in this Agreement after their
90th calendar day of continuous employment even if they have not qualified for
their position by the 90th calendar day of their employment. After the
probationary period is completed the names of the employees will be placed on
the Seniority List as of the most recent date of hire. If a probationary
employee is laid off and rehired and the layoff period is not longer than the
working period previous to the layoff, then the previous work time will be
counted towards the probationary time and the seniority date will be established
as ninety (90) calendar days prior to the date of completion of the probationary
period. New employees hired on the same day will have seniority based on the
first letter of their last name.

SECTION 4. SENIORITY LISTS AND LOSS OF SENIORITY: The Company will prepare
seniority lists which must be approved by the Union. These lists will be posted
in agreed places accessible to employees. The lists will show date of current
employment, date of employment in current department and classification held. An
employee shall cease to have seniority and his name shall be removed from the
seniority list in the event:

(A) He voluntarily resigns.

(B) He is discharged for cause and not reinstated.

(C) The employee is laid off or is on medical leave for a period of
time in excess of the employee's length of seniority as of the date
of the layoff or the commencement of the medical leave; and in any
event, if the employee is laid off or on medical leave in excess of
24 months.

(D) He fails to return to work following a layoff within two (2)
working days after being notified to do so by certified mail, sent
to the last address given to the Company, unless reasonable excuse
is given to the satisfaction of the Company.

-19-

(E) He accepts employment outside of the Company while on leave of
absence for any reason, unless approved in writing in advance by
both the Company and the Union. Seniority lists will be updated
every six (6) months and copies will be furnished to the stewards
and the Business Manager.

SECTION 5. SENIORITY CHANGE NOTICES: The Company will provide the Union Business
Manager and Stewards with notification of laid-off or discharged employees
within two (2) working days of the lay off or discharge. Notification of all
other status changes for bargaining unit employees will be made within five (5)
working days.

SECTION 6. TRANSFERS/TEMPORARY: When employees holding the proper
classifications are being transferred temporarily from one department to
another, the transfers will be offered to the senior employees first. If there
are not enough volunteers, the least senior employees will be transferred to
fill the necessary numbers.

Temporary transfers will be limited to thirty (30) days in any one contract year
unless additional periods are mutually agreed upon by the Company and the Union.

Return to original department at the end of the temporary assignment will be in
seniority order with the most senior employee returned first.

SECTION 7. TEMPORARY LAYOFF: The parties hereto recognize the necessity of
emergency layoff, which shall mean layoffs resulting from a temporary shutdown
of the plant or part thereof by reason of breakdown of machinery, fire, flood,
shortage of material, breakdown of transportation facilities, embargoes on
shipments, or cause beyond the control of the Company that interferes with
production. It is, therefore, mutually agreed that such temporary layoff may be
made from time to time without regard to the seniority provisions of this
contract. It is further agreed, however, that no employee may be laid off on
such temporary layoff without regard to seniority for more than three (3)
working days during a one-year period, February 19 to February 18. The Company
will place the employee in another job or on layoff in line with the seniority
provisions of this contract. Any further extension will only be by agreement of
both parties.

SECTION 8. GENERAL LAYOFF: In case a general reduction in employment becomes
necessary, any probationary employees in the affected department and
classification will be released first with the exception of those designated as
specially skilled under Section 10 below. When further layoffs become necessary,
the least senior employees shall be

-20-

released first. Employees with established seniority who are effected by a
reduction in force in their department shall have the right to exercise their
seniority as follows:

(A) Within the classification for which they have current qualifications
in any department or shift.

(B) To fill any open job for which they have current qualifications.

(Current qualifications are defined in Article IX, Section 19.)

When layoffs are being made, a senior employee in the department and shift may
take the layoff (with unemployment benefits); the employee will not then be
permitted to return to work until recalled or until an opening occurs for which
he is already qualified or for which he can qualify under the bid provisions of
the Contract.

SECTION 9. RECALL: When an increase in work makes it necessary to recall
employees, the recall procedure will be administered in the following manner:

1. Employee will be recalled in the reverse order in which they were
displaced or laid-off from their HOMEBASE, provided they are
qualified in the classification.

HOMEBASE is defined as the last shift and classification selected by
the employee by job bid.

2. Any jobs open after Step 1 will be offered to employees in order of
seniority who are qualified in the classification that are displaced
from their HOMEBASE or on layoff.

Any employee refusing recall will be considered to be a voluntary
quit and dropped from the Company roles if they are the least senior
employee qualified in the classification.

3. If jobs are still open after the steps outlined above, they will be
open for bid as outlined in Article IX, Section 11. In the
application of this procedure there are to be no more than two (2)
moves by an employee being recalled.

-21-

SECTION 10. SPECIALLY SKILLED EMPLOYEES: On layoff or subsequent recall, the
Company may designate certain employees possessed of special skills whose
services are properly necessary under the circumstances then existing for
retention or recall over employees senior in standing. However, such designation
shall be made only after a conference between the representatives of the
parties. Any difference of opinion shall be subject to the procedure of Article
III of this Agreement. When the special circumstances in special employee's
cases cease to exist, employment shall be governed by Section 8 of this Article.

SECTION 11. BID PROVISION - UPGRADING AND HORIZONTAL: In filling any vacancy
within the bargaining unit, the Company will post the information, including the
number and description of open position(s), on the bulletin board for a period
of three (3) regular working days. During this period, the Company may fill the
position with any member of the bargaining unit who is available. This period
will not be permitted to count towards qualification of the employee and will
not be considered when comparing the capability and qualification of the
employee. After the three (3) day notification period, the position(s) will be
filled by senior employees applying unless they are disqualified under one of
the following provisions:

(A). Less than six months (including probationary time) in previous
classification.

(B). Capability and qualifications required for the classification are
not met.

(C). Employees that return from layoff through job posting will retain
recall rights to their homebase as defined in Section 9, provided
they have met the ninety (90) day qualifying period (180 days for
Moldmakers and Manufacturing Technicians). If they reject the
opportunity to return, their new homebase becomes the
classification and shift they are filling.

Note: Requirement (A) above will be waived once each year for each employee only
in the case of new classifications not previously used by the Company.

If no employee applies for the position within the three (3) day period, then
the Company is free to fill the position at its discretion. If a Union member is
chosen, then it must be with the member's consent.

Whenever a job posting is made and the job(s) made available is filled
immediately, the posting is considered complete.

-22-

If an occasion arises when the Company doesn't need the full number of people
that it posted for, the position will remain active for ninety (90) days, and if
the Company requires additional people within ninety (90) days, the employees
signing the original posting will be given the first consideration. It shall be
the responsibility of the xxxxxxx of each shift in each department to notify
laid off employees from their shift of any new openings. For this purpose the
Company will allow the xxxxxxx thirty (30) minutes at a time convenient to the
shift xxxxxxx, specifically and only for the purpose of calling such laid-off
employees.

A copy of each job posting will be given to all department stewards following
the posting period.

SECTION 12. TRANSFER-CLASSIFICATION RATE: The Company reserves the right to pay
the rate of the classification when an employee is permanently transferred from
one classification to another. The Company will pay the rate of the
classification when an employee is temporarily transferred from one
classification to another. Exceptions to this rule will be when an employee is
required to work in a lower paying classification, in this case the employee
will receive the higher rate of pay. When the employee works in more than one
classification, he will be paid the rate of his highest classification.

SECTION 13. QUALIFICATION PERIOD WHEN CHANGING JOB CLASSIFICATIONS: When an
employee with seniority changes job classifications, a qualification period of
ninety (90) calendar days will be established with the exception of Moldmakers
and Manufacturing Technicians for whom the qualification period will not exceed
180 calendar days. For purpose of a reduction in the classification, the
employee will be considered probationary for ninety (90) calendar days and for
Moldmakers and Manufacturing Technicians up to 190 calendar days. It is also
understood that the employee must achieve proficiency to perform the work
required by the classification, to the satisfaction of the Company.

In the event that an employee has been on lay-off between 18 and 24 months and
is recalled to work pursuant to Section 9 of this Article, that employee may be
recalled to the last job classification worked by that employee. A qualification
period of up to 30 working days will be established within which the employee
must demonstrate proficiency to perform the work required by the job
classification to the satisfaction of the Company. If the employee fails to
qualify within the thirty working day period, he may bid on any other vacant
position pursuant to Section 11 of this Article. If the employee fails to
qualify, he will be returned to lay-off status.

-23-

SECTION 14. DISQUALIFICATION WHEN CHANGING CLASSIFICATION: If an employee fails
to achieve proficiency for a given job, they would be able to bid and attempt to
qualify for the same job after twelve (12) months, provided in the opinion of
the Company the individual would not present a safety hazard to themselves or
fellow employees or a risk of damage to any equipment.

SECTION 15. LAYOFF DURING QUALIFICATION PERIOD: If an employee holding seniority
is laid off during the qualification period, they will be entitled to recall to
that classification for six (6) months including the probationary period.
However, they can only be recalled after all of the employees laid off in that
classification are called back. Also the six-month waiting period before signing
another posting will be waived.

If such employee signs a second posting and is accepted for that classification,
he automatically gives up the first job posting from which he was laid off.

SECTION 16. SHIFT PREFERENCE: An employee shall work on the shift for which he
was hired until a vacancy occurs on a shift that he can qualify for by way of
the bid provision. However, the Company reserves the right to train employees on
shifts other than those for which the employee was hired.

SECTION 17. UNION OFFICER'S SENIORITY: A Company employee elected to the Union
office of President, Vice President or Shop Xxxxxxx shall head the seniority
list for the purpose of layoff or recall only, while holding these positions
provided their duties in these capacities require them to process grievances and
administer the labor contract on a day-to-day basis. When such employees are
replaced or removed from office, they shall be returned to their proper place on
the seniority list.

SECTION 18. GROUP LEADER: It is understood and agreed that vacancies for the
position of group leader, although subject to bid, will be filled at the
discretion of the Company.

The wage for the position of Group Leader shall be increased as per Exhibit "A".

SECTION 19. LOSS OF QUALIFICATION: At the Company's discretion, an employee who
fails to work within a job classification for 18 consecutive months, may lose
their qualification for that classification. In such circumstances, the employee
is again subject to the qualifying procedures in Article IX, Section 13.

-24-

ARTICLE X

LEAVE OF ABSENCE

SECTION 1. PERSONAL LEAVE: Personal Leave(s), without pay, may be granted when
the reason for such leave is acceptable to the Company.

SECTION 2. SICKNESS AND MEDICAL-RELATED LEAVE: This section refers to leaves due
to personal and/or family illness or non-job related injury.

(A) Call-In: An employee who is sick or injured has the responsibility
of calling within three (3) hours of the start of his/her shift. In
all cases, an employee who fails to call before the end of is/her
scheduled shift on the second day of absence will be considered a
voluntary quit. Exceptions to this provision may be made when
evidence, satisfactory to the Company, is presented showing that an
EMERGENCY prevented the employee's reporting in.

(B) Leave: An employee shall be granted a leave of absence subject to
the Family Medical Leave Act provided documentation by an
appropriate Physician supporting the employee's absence is provided
to the Company. An employee request for leave must be in accordance
with the Family or Medical Leave Policy or the Attendance Control
Policy. An employee will be considered on medical leave as long as
they were certified by a licensed Physician.

Upon return from Leave due to Personal Illness or Non-Job Related
Injury, the Company shall have the right to require the employee to
submit valid medical certification that the employee is able to
return to work without risk of further injury. The Company shall
have the right to have such proof verified by a Company appointed
doctor and any expenses for such would be paid for by the Company.

The Company shall adopt a tardiness, absenteeism, and leave
program. The first part of said program shall be the Family or
Medical Leave policy. The Company shall present copies of its
family leave policy to the Union prior to implementation. The
Company shall also adopt a tardiness and absenteeism control
policy. The Company shall present a copy of the said policy to the
Union before implementation.

-25-

(C) Seniority While on Leave due to Personal and/or Family Illness or
Injury: An employee's seniority will not accrue while they are on
leave but will be reinstated once the employee returns from leave.

SECTION 3. INJURIES: This section refers to leaves due to Job-related injuries
covered under the Indiana Worker's Compensation Act.

(A) When the injury does not require time off but does require
treatment at an Emergency Room or Physician's Office, the employee
shall be paid as follows:

1. In lieu of the actual hours worked on the day the accident
happened, that employee shall be paid for the scheduled hours
excluding overtime hours, unless the employee had worked more
than eight (8) consecutive hours before the accident happened.
In that case, the employee shall be paid for the actual time
worked.

2. For subsequent visits to the Physician or Emergency Room,
payment will be made for regular scheduled hours lost not to
exceed four (4) hours per day. Total number of visits under this
provision shall be determined by the Physician. The Company may
require the employee to present documentary proof of each visit
to the Physician or Hospital. In no case will this provision
include overtime payment.

3. It is the Company's sole discretion to determine whether an
injured employee is capable of performing useful work. If such a
decision is made, the employee will be required to return to
work while being treated for the injury.

4. Injury Leave: The Company will send a copy of all reportable
accident reports to the Union Business Manager.

(B) When the injury requires time off from work, the following will
apply:

1. Seniority will continue for the period of the temporary total
disability, not to exceed the employee's length of seniority, to
a maximum of 24 months.

-26-

2. The period of temporary total disability, for the purposes of
the supplementary Company payments, will be decided by
certificate of the Company Doctor or other evidence satisfactory
to the Company. The Company may, at its discretion, elect to
accept the certificate of any reputable physician.

3. The Company will supplement the Temporary Total Disability
payments made under the Indiana Worker's Compensation Act, so
that the total of the benefits received by the employee will
equal 60% of his regular weekly wage as of the date of the
accident, excluding overtime. In the event that time lost from
work exceeds twenty-one (21) days and Temporary Total Disability
benefits paid under the Indiana Worker's Compensation Act are
paid for the initial seven day waiting period, supplements will
apply. When applicable, the Company paid supplements will begin
when Temporary Total Disability benefits start and will end
after a period of time equal to the employee's seniority at the
time of the accident or when Temporary Total Disability ends,
whichever occurs first.

SECTION 4. MATERNITY LEAVE: A maternity leave will be granted upon the same
basis as is in effect for employees requesting a medical leave of absence (i.e.,
an illness or an accident).

SECTION 5. COPY OF LEAVE: The Company will furnish the employee, Union Xxxxxxx
and Union President with a copy of the documentation of approved leaves of
absences for any reason, except where such employee objects.

SECTION 6. RETURN FROM LEAVE: When an employee returns from a leave of absence,
he/she will be restored to the same job he/she had before going on leave with
any increases in pay or benefit changes that were not dependent upon seniority
also effective upon their return, or to an equivalent position with equivalent
benefits. If the employee's leave was not subject to the Family and Medical
Leave Act and his/her job has been abolished, he/she shall be given a job as
nearly equivalent as possible to his/her former job with the same pay and
benefits in accord with his/her seniority standing. Displaced employees then can
exercise seniority in classifications held in the department, then in the plant
on any shift.

-27-

SECTION 7. EMPLOYMENT OUTSIDE THE BARGAINING UNIT: An employee with established
seniority in the Bargaining Unit who accepts employment with the Company outside
the Bargaining Unit shall not accumulate seniority during said time. The
employee will lose one year of seniority for every year he or she is outside the
Bargaining Unit.

The employee shall have no right to transfer back to the Bargaining Unit, but in
the event the employee is transferred back into the Bargaining Unit by the
Company, said employee shall start again accumulating seniority in the
Bargaining Unit, which seniority shall be added to whatever amount of seniority
is left, if any, at the time of the transfer. An employee returning to their
former classification with any seniority will not be able to use this provision
again within the next twelve (12) months.

SECTION 8. ABSENCE DUE TO DEATH IN THE IMMEDIATE FAMILY: An employee shall be
granted reasonable absence when a death occurs in his immediate family. Provided
the employee has been employed for 90 days or more at the time the absence
begins he will be paid at straight time for time lost from assigned company
duties for three (3) consecutive regular working days; provided, however, that
the employee produces proof of attendance at the funeral service

An employee's immediate family shall be considered as:

Husband, wife, children and step-children, mother, father, mother-in-law,
father-inlaw, sister, brother, step-mother, step-father, grandparents and
grandchildren.

In the event of the death of a brother or sister-in-law, an employee will be
entitled to one (1) NON-PAID day off. This day will not count as a day of
absence.

SECTION 9. JURY DUTY: In the event an employee is required to render service as
a juror, he will be paid the difference between the fee he receives for such
service and the amount of straight time earnings lost by him by reason of such
service up to eight (8) hours per day and forty (40) hours per week, provided
the employee's term of employment is six (6) months or more at the time such
service is required. In order to be eligible for such payments, the employee
must furnish a written statement from the appropriate public officials showing
the date served and the amount of pay received.

-28-

Employees working on the First and Second shift who serve as jurors will not be
required to work on the shift falling within the day such jury duty is performed
if the jury duty extends for more than four (4) hours during said day.

Employees working on the Third shift will not be required to work the shift
preceding the required jury duty.

SECTION 10. ABSENCE - UNION BUSINESS: Any leaves of absence granted for
Union business will not be considered an occasion of absence in
determining eligibility for a P.A. day.

ARTICLE XI

VACATION

SECTION 1. VACATIONS: Full-time employees will be given vacations with
pay during each calendar year as hereinafter provided:

(1) Employees with less than three (3) full years of employment by May 31st of
the year under consideration will receive vacation pay as follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 20 hours
More than 1500 40 hours

(2) Employees with three (3) full years of employment occurring after May 31st
of the year under consideration but before December 31st of the same year
will receive vacation pay as follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 30 hours
More than 1500 60 hours

-29-

(3) Employees with three (3) full years of employment but less than eight (8) by
May 31st of the year under consideration will receive vacation pay as
follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 40 hours
More than 1500 80 hours

(4) Employees with eight (8) full years of employment occurring after May 31st
of the year under consideration but before December 31st of the same year
will receive vacation pay as follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 50 hours
More than 1500 100 hours

(5) Employees with eight (8) full years of employment by May 31st of the under
consideration will receive vacation pay as follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 60 hours
More than 1500 120 hours

(6) Employees with fifteen (15) full years of employment occurring before May
31st of the year under consideration will receive vacation pay as follows:

Hours Worked in the Full
Year Prior to May 31st Vacation Pay Earned
----------------------- -------------------

800 to 1500 80 hours
More than 1500 160 hours

In calculating vacation eligibility; "paid vacation time taken" will be counted
as time worked.

-30-

SECTION 2. TIME OF VACATION PAYMENTS:

(1) Vacation pay shall be figured at the regular hourly rate (including
shift premium) of wages of the employee as of May 31st of the year in
which the vacation pay is made.

(2) Vacation payments will be made during the first full week of June.

SECTION 3. VACATION SCHEDULES: It is the policy of the Company to grant
vacations at any time during the calendar year. Vacations other than plant
shutdowns will be granted as near as possible to the time requested by the
employee. However, the right to schedule vacations is reserved by the Company in
order to insure orderly and efficient operations. In the event the Company or
any department or section therein schedules a plant shutdown and if alternative
work outside an employee's job classification is not offered by the Company,
vacations shall run concurrently with such shutdown period. If the affected
employee(s) have used up their vacation, the absences shall be recorded as
non-production days and shall not count toward the Attendance Control Policy.

Employees may request one (1) additional week of vacation without pay. This
additional, unpaid vacation will be scheduled in the same manner as paid
vacation.

An employee may schedule three (3) days of vacation a year by calling their
supervisor by no later than two hours after the start of the shift on the day
requested. Approval is at the discretion of the supervisor.

SECTION 4. HOLIDAYS WITHIN VACATION PERIODS: When a designated holiday falls
within an employee's vacation period, the employee may request permission to
include the last work day of the week preceding, or the first work day of the
week following as a further part of such vacation period. Such permission may be
granted at the option of the Company depending upon anticipated production
requirements. Such request and approval must be completed prior to the vacation
with at least two weeks notice to the Company. Forms will be provided by the
Company, copies are to be forwarded, after approval, to the Payroll Department
and to the Union Business Manager.

-31-

ARTICLE XII

GENERAL PROVISIONS

SECTION 1. DEFINITION OF EMPLOYEES: All references to employees in this
agreement designate both sexes, and whenever the male gender is used, shall be
construed to include male and female employees.

SECTION 2. DEFINITION OF PART-TIME EMPLOYEES: The Company may hire employees on
a part-time basis and such employees will be excluded from provisions of this
Agreement. However, any part-time employee who has worked over eighty (80) hours
in any given month after having been on the Company payroll for ninety (90)
calendar days shall be considered a full-time employee and subject to all
provisions of the Agreement and pay to the Union an amount equal to the Union's
regular monthly dues. In no case will part-time employees be paid less than the
prevailing contract rates for equivalent work.

SECTION 3. BULLETIN BOARDS: The Union shall be privileged to post bulletins
having to do with the Union's official business on the bulletin boards provided
by the Company in the plant. Notices, other than notices of meetings and notices
of social affairs of the Union shall be subject to the approval of the Company.

SECTION 4. EFFECT OF LAW: Should any provision of the Agreement be declared
illegal by any court of competent jurisdiction such provision shall immediately
become null and void, leaving the remainder of the Agreement in full force and
effect and the parties shall thereupon seek to negotiate substitute provisions
which are in conformity with the applicable laws.

SECTION 5. PRIOR WRITTEN AGREEMENTS: This Agreement shall constitute the only
written Agreement between the parties and all written agreements entered into
prior hereto are hereby declared null and void.

-32-

EXHIBIT A
WAGE RATES

YEAR ONE - February 19, 1997 - February 18, 1998
General Increase $0.20

After After After After After After
Classification Start Prob. 6 Mos. 9 Mos. 12 Mos. 18 Mos. 24 Mos.
-------------------------------------------------------------------

Operator 6.20 6.45 6.70 6.95 7.20 8.36 9.52

After After After
Classification Start Prob. 8 Mos. 14 Mos.
-------------------------------------------------------------

General Laborer 6.83 7.69 8.55 9.42
S/R Stockroom Clk. Helper 6.83 7.69 8.55 9.42
S/R Stockroom Clerk 6.93 7.79 8.65 9.52
Q. A. Auditor 7.39 8.25 9.11 9.98
Set-Up Assembly 7.58 8.72 9.86 11.00
Set-Up Tool Room 7.58 8.72 9.86 11.00
Manufacturing Tech. B 7.78 8.92 10.06 11.20
Manufacturing Tech. A 10.18 10.97 11.76 12.55
Mold Repair 11.18 11.91 12.64 13.37
Moldmaker 13.68 14.55 15.42 16.29

Apprentice Moldmaker

1st 6 Mos. 50% of Moldmaker rate 8.15
2nd 6 Mos. 55% of Moldmaker rate 8.96
3rd 6 Mos. 60% of Moldmaker rate 9.77
4th 6 Mos. 65% of Moldmaker rate 10.59
5th 6 Mos. 70% of Moldmaker rate 11.40
6th 6 Mos. 75% of Moldmaker rate 12.22
7th 6 Mos. 85% of Moldmaker rate 13.85
8th 6 Mos. 95% of Moldmaker rate 15.48

2nd Shift Premium add $0.20 to regular rate
3rd Shift Premium add $0.30 to regular rate

Group Leaders - add $0.20 to regular rate

-33-

EXHIBIT A (CONTINUED)
WAGE RATES

YEAR TWO - February 19, 1998 - February 18, 1999
General Increase $0.25

After After After After After After
Classification Start Prob. 6 Mos. 9 Mos. 12 Mos. 18 Mos. 24 Mos.
-------------------------------------------------------------------

Operator 6.45 6.70 6.95 7.20 7.45 8.61 9.77

After After After
Classification Start Prob. 8 Mos. 14 Mos.
-------------------------------------------------------------

General Laborer 7.08 7.94 8.80 9.67
S/R Stockroom Clk. Helper 7.08 7.94 8.80 9.67
S/R Stockroom Clerk 7.18 8.04 8.90 9.77
Q. A. Auditor 7.64 8.50 9.37 10.23
Set-Up Assembly 7.83 8.97 10.11 11.25
Set-Up Tool Room 7.83 8.97 10.11 11.25
Manufacturing Tech. B 8.03 9.17 10.31 11.45
Manufacturing Tech. A 10.43 11.22 12.01 12.80
Mold Repair 11.43 12.16 12.89 13.62
Moldmaker 13.93 14.80 15.67 16.54

Apprentice Moldmaker

1st 6 Mos. 50% of Moldmaker rate 8.27
2nd 6 Mos. 55% of Moldmaker rate 9.10
3rd 6 Mos. 60% of Moldmaker rate 9.92
4th 6 Mos. 65% of Moldmaker rate 10.75
5th 6 Mos. 70% of Moldmaker rate 11.55
6th 6 Mos. 75% of Moldmaker rate 12.41
7th 6 Mos. 85% of Moldmaker rate 14.06
8th 6 Mos. 95% of Moldmaker rate 15.71

2nd Shift Premium add $0.20 to regular rate
3rd Shift Premium add $0.30 to regular rate

Group Leaders - add $0.20 to regular rate

-34-

EXHIBIT A (CONTINUED)
WAGE RATES

YEAR THREE - February 19, 1999 - February 18, 2000
General Increase $0.30

After After After After After After
Classification Start Prob. 6 Mos. 9 Mos. 12 Mos. 18 Mos. 24 Mos.
-------------------------------------------------------------------

Operator 6.75 7.00 7.25 7.50 7.75 8.91 10.07

After After After
Classification Start Prob. 8 Mos. 14 Mos.
-------------------------------------------------------------

General Laborer 7.38 8.24 9.10 9.97
S/R Stockroom Clk. Helper 7.38 8.24 9.10 9.97
S/R Stockroom Clerk 7.48 8.34 9.20 10.07
Q. A. Auditor 7.94 8.80 9.67 10.53
Set-Up Assembly 8.13 9.27 10.41 11.55
Set-Up Tool Room 8.13 9.27 10.41 11.55
Manufacturing Tech. B 8.33 9.37 10.61 11.75
Manufacturing Tech. A 10.73 11.52 12.31 13.10
Mold Repair 11.73 12.46 13.19 13.92
Moldmaker 14.23 15.10 15.97 16.84

Apprentice Moldmaker

1st 6 Mos. 50% of Moldmaker rate 8.42
2nd 6 Mos. 55% of Moldmaker rate 9.26
3rd 6 Mos. 60% of Moldmaker rate 10.10
4th 6 Mos. 65% of Moldmaker rate 10.95
5th 6 Mos. 70% of Moldmaker rate 11.79
6th 6 Mos. 75% of Moldmaker rate 12.63
7th 6 Mos. 85% of Moldmaker rate 14.31
8th 6 Mos. 95% of Moldmaker rate 16.00

2nd Shift Premium add $0.20 to regular rate
3rd Shift Premium add $0.30 to regular rate

Group Leaders - add $0.20 to regular rate

-35-

EXHIBIT B

COMPREHENSIVE MEDICAL PLAN

The comprehensive medical plan (CMP) has a $150.00 annual deductible per person;
limit of two (2) deductibles per family and $250.00 stop loss (in-network) and
$500.00 (out- of-network) stop loss per individual annually.

IN-NETWORK - CMP pays 90% of covered charges in excess of the deductible amount
for all services, except out-patient nervous and mental conditions which is at
50% of covered charges, until the 10% of covered charges you pay has reached
$400.00. Routine Pap Smear & Mammogram, once per year, is covered 90% also.
Physicians office visits require only a $10.00 "Encounter Fee". This fee is all
you pay for your office visit, but is not applied to your annual deductible.

OUT-OF-NETWORK - CMP pays 80% of covered charges in excess of the deductible
amount for all services, except out-patient nervous and mental conditions which
is at 50% of covered charges, until the 20% of covered charges you pay has
reached $650.00. Routine Pap Smear & Mammogram, once per year, is covered 80%
also. Physicians office visits are subject to the deductible & co-insurance.

CMP pays 100% of covered charges in excess of the deductible amount and the
co-insurance amount until a lifetime maximum benefit of $1,000,000 is reached,
except nervous and mental conditions for which the calendar year maximum benefit
is $500.00 and the lifetime maximum benefit is $25,000. Human Organ Transplant
surgery is covered up to $1,000,000. Some services are paid 100% and do not
require your co-insurance payment and are not subject to the annual deductible:

* Pre-admission testing * REQUIRED 2nd surgical opinion
* Non-emergency weekend admissions include a 50% penalty.

You must PRE-CERTIFY your IN-PATIENT hospital confinement. If you don't, you
will have to pay 50% of your hospital charges. For emergency admissions, you
must call the insurance company within 48 hours. For maternity admissions, you
must call the insurance company within 24 hours.

A more detailed explanation can be found in the insurance booklet. If you do not
have one, please see someone in the Human Resources Department.

-36-

EXHIBIT C

DEPARTMENT LISTINGS

Manufacturing

Tooling

Warehouse - S/R

-37-

In witness whereof, the parties have caused this Agreement to be executed by
their duly authorized officers and agents as of the day and year stated in
Article I, Section 1.

FOR THE UNION FOR THE COMPANY
------------- ---------------

/S/ Xxxxx Xxxxxxxx /S/ Xxxxxx Xxxxxx
------------------------ --------------------------
Xxxxx Xxxxxxxx Xxxxxx Xxxxxx

/S/ Xxxxxxxx Dawning /S/ Xxxxxxx Xxxxxxxxxxx
------------------------ --------------------------
Xxxxxxxx Dawning Xxxxxxx Xxxxxxxxxxx

/S/ Xxxx Xxxxx /S/ Xxxxx Xxxx
------------------------ --------------------------
Xxxx Xxxxx Xxxxx Xxxx

/S/ Xxxxx Xxxxxxxxx
------------------------
Xxxxx Xxxxxxxxx

/S/ Xxxxxx Xxxxxxxx
------------------------
Xxxxxx Xxxxxxxx

/S/ Xxxx Xxxx
------------------------
Xxxx Xxxx

44
INDEX

PAGE

Absence Due to Death in the Immediate Family ............................. 28
Absence - Union Business ................................................. 29
Acquisition of Seniority by New Employees ................................ 19
Amendment During Term .................................................... 1
Amendment or Termination ................................................. 1
Arbitration .............................................................. 7
Bid Provision - Upgrading and Horizontal ................................. 22
Bulletin Boards .......................................................... 32
Call-Back Payments ....................................................... 13
Clean-Up ................................................................. 12
Compensation Insurance ................................................... 4
Comprehensive Medical Plan ............................................... 36
Copy of Leave ............................................................ 27
Cost of Living Adjustment ................................................ 13
Definition of Employees .................................................. 32
Definition of Part-Time Employees ........................................ 32
Department Listing ....................................................... 37
Determination of Seniority ............................................... 18
Disqualification When Changing Classification ............................ 24
Distribution of Overtime ................................................. 9
Dues Deduction ........................................................... 5
Effect of Law ............................................................ 32
Employee's Right When Disciplinary Action is Taken ....................... 4
Employment Outside the Bargaining Unit ................................... 28
General Layoff ........................................................... 20
Grievance Procedure ...................................................... 6
Group Leader ............................................................. 24
Health and Safety ........................................................ 17
Holidays and Holiday Pay ................................................. 11
Holidays Within Vacation Periods ......................................... 31
Hospitalization and Insurance ............................................ 15
Injuries ................................................................. 26
Job Assignment ........................................................... 12
Jury Duty ................................................................ 28
Layoff During Qualification Period ....................................... 24
Leave of Absence ......................................................... 25

45
PAGE
Management Function Reserved ............................................. 2
Maternity Leave .......................................................... 27
Minimum Call-In .......................................................... 13
New Classifications of Work .............................................. 13
No Strike - No Lockout ................................................... 3
Overtime Payment ......................................................... 9
Pay Day .................................................................. 13
Personal Leave ........................................................... 25
Prior Written Agreements ................................................. 32
Processing a Grievance ................................................... 6
Qualification Period When Changing Classification ........................ 23
Recall ................................................................... 21
Regular Working Hours .................................................... 8
Rest Periods ............................................................. 9
Retirement Income Plan ................................................... 17
Return From Leave ........................................................ 27
Review of Wage and Hours Computation ..................................... 4
Right of Visitation ...................................................... 4
Seniority Change Notices ................................................. 20
Seniority Lists and Loss of Seniority .................................... 19
Seniority Rights ......................................................... 18
Shift Preference ......................................................... 24
Shift Premium ............................................................ 13
Shop Committee ........................................................... 3
Sickness and Medical-Related Leave ....................................... 25
Specially Skilled Employees .............................................. 22
Temporary Layoff ......................................................... 20
Terms .................................................................... 1
Time of Vacation Payments ................................................ 31
Transfer - Classification Rate ........................................... 23
Transfers/Temporary ...................................................... 19
Union Officer's Seniority ................................................ 23
Union Recognition ........................................................ 1
Union Security ........................................................... 5
Union Stewards ........................................................... 3
Vacation Schedules ....................................................... 31
Vacations ................................................................ 29
Wage Rates ............................................................... 33
Wage Rates and Classification of Work .................................... 12
Waiver of Grievance ...................................................... 8
Work Day - Work Week ..................................................... 8

[CALENDAR FOR 1997]

[CALENDAR FOR 1998]
47

[CALENDAR FOR 1999]

[CALENDAR FOR 2000]

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Table of Contents

AGREEMENT BETWEEN

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