FIRST AMENDMENT

                                 FIRST AMENDMENT

      This First  Amendment (the  "Amendment") is being made and entered into as
of the 8th day of December,  1997, by Standard  Automotive  Corporation and Xxxx
Xxxxxxx to the Agreement among them executed and delivered as of August 11, 1997
(the  "Agreement").  All capitalized terms used and not otherwise defined herein
have the meannings ascribed thereto in the Agreement.

                                    RECITALS

      The parties entered into the Agreement with respect to the transfer of all
of the  outstanding  capital stock of Ajax  Manufacturing  Company.  The parties
desire to amend the Agreement in certain respects as set forth herein.

      NOW,  THEREFORE,  in  consideration  of the mutual  promises and covenants
herein contained and other good and valuable consideration, received to the full
satisfaction of each of them, the parties agree as follows:


      Section  7.10(b).  The number  contained in the first  sentence of Section
7.10(b) of the Agreement,  specifically,  $23,903,257, is hereby replaced by the
number $23,924,085.


      IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment to be
executed as of the day and year first above written.

                                       STANDARD AUTOMOTIVE CORPORATION


                                       By: /ss/
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                                                Xxxxxx Xxxxxx
                                                An Authorized Officer



                                           /ss/
                                          ------------------------------------
                                                Xxxx Xxxxxxx