8-K/A

                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                                  FORM 8-K/A

                                CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

     Date of Report (Date of Earliest Event Reported): October 25, 1996



                         BREED Technologies, Inc.
         (Exact Name of Registrant as Specified in its Charter)


 
DELAWARE                               1-11474                       22-2767118
(State or Other Jurisdiction      (Commission File                (IRS Employee
     of Incorporation)                 Number)              Identification No.)



5300 Old Tampa Highway, Lakeland, Florida                                  33811
(Address of Principal Executive Offices)                              (Zip Code)


                                   941-668-6000
               (Registrant's Telephone Number, Including Area Code)



Item 7.  Exhibits.

On November 7, 1996, BREED Technologies, Inc. filed an 8K in connection with the
acquisition of certain assets and the assumption of certain liabilities of the 
"North American Steering Wheels Operation" of United Technologies and 100% of 
the outstanding shares of capital stock of United Technologies Automotive 
Clifford Limited, an English company.  The exhibits were filed in paper pursuant
to a hardship exemption.  This filing is an electronic confirming copy.

Exhibits. Amended and Restated Purchase Agreement, dated as of October 25, 1996,
among UT Automotive, Inc., United Technologies Automotive Systems, Inc., United 
Technologies Automotive Systems de Mexico A.A. de C.V., IPCO, Inc. and BREED 
Technologies, Inc.


                               Signatures


Pursuant to the  requirements  of the  Securities  and Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the





Date:    March 25, 1997                             BREED Technologies, Inc.
                                                    By: /s/Edward H. McFadden
                                                    Edward H. McFadden
                                                    Executive Vice President and
                                                    Chief Financial Officer

EX-2

 ______________________________________________________________________________

                              AMENDED AND RESTATED
                               PURCHASE AGREEMENT



                           Dated as of October 25, 1996


                                       Among



                                 UT AUTOMOTIVE, INC.,



                   UNITED TECHNOLOGIES AUTOMOTIVE SYSTEMS, INC.,



                                  UNITED TECHNOLOGIES
                      AUTOMOTIVE SYSTEMS de MEXICO S.A. de C.V.,



                                      IPCO, INC.



                                         and



                                 BREED TECHNOLOGIES INC.



                                     _____________

______________________________________________________________________________



TABLE OF CONTENTS


SECTION 1.  CLOSING

SECTION 2.  PURCHASE AND SALE OF ASSETS, THE SHARES AND THE HANKOOK INTEREST

   2.1            Transferred Assets
   2.2            Excluded Assets
   2.3            The Shares
   2.4            The Hankook Interest
   2.5            Intellectual Property
   3.1            Purchase Price
   3.2            Allocation
   3.3            Delivery and Payment
   3.4            Clifford Intercompany Financing Discharge

SECTION 4.  LIABILITIES

   4.1            Assumed Liabilities
   4.2            Retained Liabilities

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

   5.1            Corporate Organization
   5.2            (a) Clifford Share Ownership
                  (b) Clifford Intercompany Financing
   5.3            UTAS' Interest in Hankook-Sheller
   5.4            Authority
   5.5            Clifford Subsidiaries
   5.6            Material Adverse Changes
   5.7            Title to Steering Wheels N.A. Business Assets
   5.8            Title to Clifford Assets and Properties
   5.9            Real Property and Leases
   5.10           Compliance with Law
   5.11           Financial Statements
   5.12           Material Contracts
   5.13           Taxes
   5.14           Disputes
   5.15           Brokers and Finders
   5.16           Collective Bargaining Agreements, Employment Agreements and 
                  Benefit Plans
   5.17           ERISA; Employee Benefits
   5.18           Intellectual Property
   5.19           Consents
   5.20           Accounts Receivable
   5.21           Employment Records
   5.22           Notification by Sellers of Transfer of Indiana Property
   5.23           Condition of Transferred Assets
   5.24           No Other Representations or Warranties


SECTION 6.  REPRESENTATIONS AND WARRANTIES OF THE BUYER

   6.1            Organization, Good Standing and Corporate Power
   6.2            Authority
   6.3            Consents of Buyer
   6.4            Acquisition of Shares
   6.5            Brokers and Finders
   6.6            Financing
   6.7            Condition of Transferred Assets
   6.8            Non-reliance

SECTION 7.  INFORMATION AND RECORDS CONCERNING THE SELLERS

   7.1            The Buyer's Access to Information and Records
   7.2            Parties' Access to Records After Closing
   7.3            Disposal of Records


SECTION 8.  OBLIGATIONS AND COVENANTS

   8.1            Sellers' Conduct of the Business
   8.2            Provision of Transitional Computer Services
   8.3            Provision for Transitional Employee Benefits
   8.4            Provision of Transitional Administrative Services
   8.5            Lease of Office Space in Porter Street Facility
   8.6            Lease of Factory and Office Space in Monterrey, Mexico 
                  Facility and License of Warehouse in Laredo, Texas
   8.7            Lease of Niles, Michigan Manufacturing Facility
   8.8            Niles Employees
   8.9            Filings
   8.10           Payment of Clifford Intercompany Financing
   8.11           Supply Agreements
   8.12           Retained Liabilities


   SECTION 9.  EMPLOYMENT AND EMPLOYEE BENEFIT ARRANGEMENTS

   9.1            Offer of Employment
   9.2            Continuation of Employee Benefits
   9.3            Salaried Employees Retirement Plan
   9.4            United Technologies Corporation Employee Savings Plan
   9.5            Grabill Plan
   9.6            Welfare Plans
   9.7            Plant Closings
   9.8            Service Under Buyer's Plans
   9.9            Treatment of Buyer and Sellers
   9.10           Assumption of Monterrey Collective Bargaining Agreement


SECTION 10.  CONDITIONS OF CLOSING

   10.1           Conditions of the Buyer's Obligations
   10.2           Conditions of the Sellers' Obligations

SECTION  11.  CLOSING DOCUMENTS

   11.1           (a) The Sellers' Obligations
                  (b) IPCO's Obligation
   11.2           The Buyer's Obligations

SECTION 12.  CLOSING EXPENSES AND APPORTIONMENTS

   12.1           Sales Tax and Other Closing Expenses
   12.2           Apportionments
   12.3           Obligation to Pay Adjusted Final Purchase Price

   SECTION 13.  POST CLOSING SURVIVAL AND INDEMNIFICATION

   13.1           Survival
   13.2           The Sellers' Indemnification
   13.3           The Buyer's Indemnification
   13.4           Environmental Indemnification
   13.5           Exclusive Remedy
   13.6           Lost Profits and Special Damages

   SECTION 14.  TERMINATION

   14.1           Termination of Agreement
   14.2           Effect of Termination
   14.3           Return of Information

   SECTION 15.  USE OF TRADEMARKS AND TRADE NAMES

   15.1           Trademarks and Trade Names
   15.2           Representations as to Products

   SECTION 16.  MISCELLANEOUS

   16.1           Public Announcements
   16.2           Costs and Expenses
   16.3           Passage of Title and Risk of Loss
   16.4           Waiver of Compliance with Bulk Sales Law
   16.5           Knowledge of Sellers
   16.6           Notices
   16.7           Exhibits
   16.8           Successors and Assigns
   16.9           Further Actions
   16.10          Waiver, Discharge, Amendment, Etc.
   16.11          Captions
   16.12          Governing Law
   16.13          Jurisdiction and Venue
   16.14          Rights of Persons Not Parties
   16.15          Counterparts
   16.16          Entire Agreement
   16.17          Severability
   16.18          Non-Competition Agreement
   16.19          No Solicitation or Hiring of Former Employees

INDEX OF DEFINED TERMS AMENDED AND RESTATED PURCHASE  AGREEMENT

This Amended and Restated Purchase Agreement (this "Agreement") is made as of 
October 25, 1996, between UT AUTOMOTIVE, INC., a Delaware corporation ("UTA"), 
and UNITED TECHNOLOGIES AUTOMOTIVE SYSTEMS, INC., an Ohio corporation ("UTAS"), 
both with an office at 5200 Auto Club Drive, Dearborn, Michigan 48126-9982,
and UNITED TECHNOLOGIES AUTOMOTIVE SYSTEMS de MEXICO S.A. de C.V., a
Mexican corporation ("UTAS de Mexico"), with an office at Luis Donaldo Colosio 
#126, Colonia Lopez Mateos, Santa Catarina, N.L. Cp.  66360, Monterrey, Mexico 
(jointly the "Sellers") and IPCO, INC., a Delaware corporation ("IPCO"), with an
office at United Technologies Building, Hartford, CT 06101 and BREED 
TECHNOLOGIES, INC., a Delaware corporation (the "Buyer"), with an office at 5300
Old Tampa Highway, Lakeland, Florida 33811.


                             W I T N E S S E T H :


WHEREAS, Sellers are engaged in an ongoing business of developing, 
manufacturing, marketing and distributing automotive and industrial steering 
wheels, air bag covers, horn pads, and related molded products in North America
(the "Steering Wheels N.A. Business") and in Europe, through United Technologies
Automotive Clifford Limited, an English company ("Clifford"); the Steering 
Wheels N.A. Business and the operations of Clifford are hereinafter collectively
referred to as the "Business";


WHEREAS, the Steering Wheels N.A. Business operates manufacturing and assembly 
plants in Grabill, Indiana; Niles, Michigan; and Monterrey, Mexico (a facility 
shared with other businesses of Sellers);


WHEREAS, the Steering Wheels N.A. Business is consolidating its operations and 
intends to close the Niles, Michigan plant and resource that work to the 
Grabill, Indiana plant;


WHEREAS, the assets associated with the Steering Wheels N.A. Business are owned
by either UTAS or UTAS de Mexico;


WHEREAS, Clifford operates two manufacturing and assembly plants in Birmingham,
England;


WHEREAS, UTA directly owns all of the issued ordinary shares of Clifford (the 
Clifford shares are hereinafter referred to as the "Shares");


WHEREAS, pursuant to a joint venture, UTAS owns approximately thirty-one percen
(31%) of the issued and outstanding common stock of Hankook-Sheller Chusik 
Hoesa, a Korean corporation ("Hankook"), which produces steering wheels and 
certain automotive trim parts (the "Hankook Interest");


WHEREAS, IPCO is the owner of the Patent Rights (as defined herein) applicable 
to the Steering Wheels N.A. Business and desires to assign such Patent Rights to
the Buyer;


WHEREAS, Sellers are the owners of or have the right to license the Know-how (as
defined herein) related to the Steering Wheels N.A. Business and desire to 
license, on a non-exclusive basis, such Know-how to the Buyer;


WHEREAS, Buyer, upon completion of all conditions of transfer as set forth in 
the Patent Assignment, will be the owner of the Patent Rights and desires to 
grant back to the Sellers the Patent Rights on a non-exclusive basis for use in 
Sellers' operations other than the Steering Wheels N.A. Business, without the 
right to sublicense such Patent Rights for Competing Product applications (as 
described in the Patent License-Back Agreement);


WHEREAS, the Sellers desire to sell and the Buyer desires to purchase the assets
used by UTAS or UTAS de Mexico in the Steering Wheels N.A. Business, the Patent
Rights of IPCO, the Know-how of UTAS and UTAS de Mexico (the Patent Rights of 
IPCO and the Know-how of UTAS and UTAS de Mexico are herein collectively 
referred to as the "Intellectual Property"), the Shares and, subject to Section
2.4 below, the Hankook Interest, all subject to the Buyer's assumption of 
certain liabilities and in accordance with the terms and conditions
hereinafter set forth; and

WHEREAS, Sellers, IPCO and Buyer have executed the Purchase Agreement, dated as 
of September 20, 1996 (the "Original Purchase Agreement"), and the Revised 
Purchase Agreement, dated as of September 30, 1996 (the "Revised Purchase 
Agreement") revising and restating the Original Purchase Agreement and now 
desire to amend and restate the Revised Purchase Agreement, including Exhibits 
2.1(a), 5.10, 5.14 and 9.1 thereto;


NOW, THEREFORE, in consideration of the foregoing, the representations, 
warranties, covenants and agreements hereinafter set forth and other good and 
valuable consideration, the receipt and sufficiency of which are hereby 
acknowledged, the Sellers and the Buyer hereby mutually agree as follows:

                             SECTION 1. CLOSING


Subject to the  satisfaction of the conditions to the obligations of the parties
expressly contained herein, the closing of the transactions contemplated by this
Agreement  (hereinafter called the "Closing") shall take place at the offices of
Cleary, Gottlieb, Steen & Hamilton, One Liberty Plaza, New York, New York 10006,
at 10:00 a.m.,  local time, on Friday,  October 25, 1996,  provided that all the
approvals, consents, and other conditions set forth in Sections 10.1 and 10.2 of
the Agreement  have been obtained,  waived or satisfied.  The date of Closing is
referred to herein as the  "Closing  Date." The Closing  shall be deemed to have
occurred at 11:59 p.m. on the Closing Date.


SECTION 2.  PURCHASE AND SALE OF ASSETS,


THE SHARES AND THE HANKOOK INTEREST

2.1      Transferred Assets

Subject to the terms and conditions hereof, at the Closing the Sellers shall 
sell, assign, convey, transfer and deliver to the Buyer and the Buyer shall 
purchase, for the purchase price set forth in Section 3 hereof, all right, title
and interest of UTAS and UTAS de Mexico in the assets, properties and rights, of
every kind, nature and description, whether tangible or intangible, exclusively 
or predominantly used by UTAS and UTAS de Mexico in the Steering Wheels N.A. 
Business excluding the Excluded Assets (as defined below).  The term 
"predominantly", when used in connection with the use by UTAS or UTAS de Mexico
of such assets, properties and rights, shall mean a good faith estimate by the 
parties that such assets, properties and rights are used 60 percent of the time 
in the Steering Wheels N.A. Business.  Such assets, properties and rights, 
excluding the Excluded Assets, are hereinafter referred to as the "Transferred 
Assets", and consist of the following:

(a) one parcel of land located in Grabill, Indiana, more particularly described 
in Exhibit 2.1(a) attached hereto and all buildings, structures, fixtures and
improvements located thereon (the "Real Property");


(b) except as set forth in Exhibit 2.1(b), all machinery, fixtures, equipment, 
motor vehicles, furniture, tools, spare parts, blueprints, test equipment, and 
other tangible personal property which are owned by UTAS or UTAS de Mexico or
in which UTAS or UTAS de Mexico has valid leasehold interests and are used
solely or predominantly in connection with the Steering Wheels N.A. Business,
except for personal property consumed or disposed of in the ordinary course of
business between the date hereof and the Closing Date;

(c) subject to the restrictions on use set forth in Section 15, all inventories,
raw material, work-in-process, finished goods and consigned-out inventories,
supplies, sales literature, promotional literature, customer lists and other 
data solely or predominantly associated with the Steering Wheels N.A. Business 
and pertaining solely or predominantly to the Steering Wheels N.A. Business,
except for that which is consumed or disposed of in the ordinary course of
business between the date hereof and the Closing Date;


(d) all rights, claims and benefits of UTAS or UTAS de Mexico under all 
contracts and agreements predominantly relating to the Steering Wheels N.A. 
Business, including leases (including of both real and personal property), 
purchase orders and other agreements in effect on the Closing Date, to the 
extent that the same are assignable (collectively, the "Assigned Contracts"), 
other than those specifically not transferred by UTAS or UTAS de Mexico or 
retained by UTAS or UTAS de Mexico and described in Section 2.2 hereof.  Such 
agreements (exclusive of purchase orders) having a nominal value in excess of 
One Hundred Thousand Dollars ($100,000) are listed in Exhibit 2.1(d) hereto;


(e) all items of prepaid expense solely related to the Business as of the 
Closing Date (excluding, however, any of such prepaid items related to the 
Excluded Assets), subject to apportionment at Closing as provided in Section 
12.2 hereof; 

(f) all rights of UTAS and UTAS de Mexico as of the Closing Date under or
pursuant to all warranties, representations and guarantees made by suppliers in
connection with the Steering Wheels N.A. Business' products, Transferred
Assets or services furnished to UTAS or UTAS de Mexico pertaining to the
Steering Wheels N.A. Business or affecting the Steering Wheels N.A.
Business's products or Transferred Assets (net of any indemnities provided
therein) to the extent such warranties, representations, and guarantees are
assignable;

(g) the equipment and assets associated solely or predominantly with the 
steering wheel operations in the Monterrey, Mexico plant;


(h) except as set forth in Exhibit 2.1(h), all notes and accounts receivable 
solely related to the Steering Wheels N.A. Business (other than the intercompany
and/or intracompany accounts of UTAS) as of the Closing Date; and


(i) title to all UTAS and UTAS de Mexico's records, files and papers pertaining
 to any of the assets, liabilities or operations of the Steering Wheels N.A. 
Business as of the Closing Date or to the transactions contemplated herein, 
including, but not limited to, manuals and data, sales and purchase 
correspondence, books of account, plans, financial records, shipping records and
accounting records, wherever located (collectively, the "Records").  Buyer shall
provide UTAS and UTAS de Mexico with reasonable access to the Records during the
Buyer's regular business hours.  In the event the Buyer desires to destroy the 
Records, the Buyer shall notify UTAS and UTAS de Mexico in writing thereof not 
less than sixty (60) days prior to such destruction and UTAS or UTAS de Mexico
shall have the right to take possession of the Records and assume responsibility
for the care and custody thereof.


2.2      Excluded Assets

Notwithstanding the provisions of Section 2.1, the following assets of UTAS or 
UTAS de Mexico relating to the Steering Wheels N.A. Business (herein the 
"Excluded Assets") shall be retained by UTAS or UTAS de Mexico and shall not be 
sold or transferred to the Buyer as part of this transaction on the Closing 
Date:

(a) all assets, properties, rights and businesses of UTAS and UTAS de Mexico, of
every type and description, not used solely or predominately in connection with
the Steering Wheels N.A. Business;


(b) all contracts, agreements, leases, licenses, commitments and undertakings 
that terminate or expire prior to or on the Closing Date in accordance with 
their terms or that are non-transferable, non-discloseable or non-assignable in
accordance with their terms without limitation of the provisions set forth in
Section 4.1;

(c) all cash, deposits, bank accounts, certificates of deposit and other cash
equivalents as of the Closing Date;

(d) all prepaid insurance, including all related rights to the refund of 
unearned premiums as of the Closing Date;

(e) all notes and accounts receivable which are listed on Exhibit 2.1(h), if 
any;

(f) all rights, claims and benefits under all performance bonds, surety bonds 
and insurance policies with respect to the Steering Wheels N.A. Business 
conducted prior to the Closing Date including, without limitation, all rights, 
claims and benefits under insurance policies related to all matters against 
which the Sellers have agreed to indemnify the Buyer under Section 13 and for 
all Retained Liabilities as described in Section 4.2;

(g) all intercompany accounts with its affiliates and/or intracompany accounts 
of UTAS;

(h) all rights to a refund of any federal or state income or franchise tax 
payments with respect to the Steering Wheels N.A. Business conducted prior to 
the Closing Date;

(i) title to and custody of all minute books, stock books, shareholders lists 
and similar corporate records of UTAS and UTAS de Mexico, and all tax records of
UTAS and UTAS de Mexico;

(j) other than as required for Sellers to fulfill its obligations concerning the
name "Sheller" in the name of the Hankook-Sheller Joint Venture under Section 
2.4, any right to the name "United Technologies Corporation", "United
Technologies Automotive", "United Technologies Automotive Systems, Inc."
"UTC", "UTA", "UTAS", "UT Automotive, Inc.", "Sheller-Globe", "SG" or
any other trademark, trade name or service mark of UTAS, UTAS's parent or
affiliated companies or any variants thereof whether or not the same are or are
part of any trademark, trade name, service mark, brand name, brand mark or
copyright (whether or not registered);

(k) all funds held in trust or under insurance contracts, benefit plans or 
similar arrangements for the purpose of providing retirement benefits, welfare 
benefits, deferred compensation or other employee benefits for employees of the
Steering Wheels N.A. Business;

(l) any amounts accrued on the books and records of UTAS and UTAS de Mexico
on the Closing Date which relate to or offset liabilities which are Retained
Liabilities;

(m) any contracts or agreements specifically retained by UTAS and set forth on
Exhibit 2.2(m);


(n) the Niles, Michigan; Detroit, Michigan; and Monterrey, Mexico real property;

(o) any rights (including indemnification) of the Sellers pursuant to agreements
with TRACE, Inc., the former owner of the Sellers; and

(p) the lease on the real property located in Laredo, Texas.


2.3      The Shares

Subject to the terms and conditions hereof, at the Closing UTA shall sell, 
assign, convey, transfer and deliver to the Buyer or an affiliate of Buyer as 
Buyer shall designate and the Buyer or such designated affiliate, if any, shall
purchase, for a portion of the purchase price set forth in Section 3 hereof, 
all right, title and interest of UTA in the Shares.

2.4      The Hankook Interest

Subject to the terms and conditions hereof and its obligations under the right 
of first refusal contained in the Hankook-Sheller Joint Venture Agreement (the 
"Joint Venture Agreement"), UTAS shall sell, assign, convey, transfer and 
deliver to the Buyer and the Buyer shall purchase, for a portion of the purchase
price set forth in Section 3 hereof, all right, title and interest of UTAS in 
the Hankook Interest.  If the Korean investors in the Hankook-Sheller Joint 
Venture elect to exercise such right of first refusal, UTAS would pay Buyer the 
amount received from such Korean investors as a reduction of the final purchase 
price.


2.5      Intellectual Property

The parties hereto agree to enter into good faith negotiations with the 
intention to execute upon Closing (1) the Patent Assignment under which IPCO 
will assign to Buyer the United States and foreign patents, pending patent 
applications and invention disclosures substantially as described in Exhibit 2.5
attached hereto (the "Patent Rights"), (2) the Know-how License Agreement under
which UTAS and UTAS de Mexico will license, on a non-exclusive basis, the 
know-how, trade secrets and technical information relating to the use of the 
Patent Rights in connection with the Steering Wheels N.A. Business (the 
"Know-how"), and (3) the Patent License-Back Agreement under which the Buyer 
will grant back to the Sellers the Patent Rights, on a non-exclusive basis, for 
use in Sellers' operations other than the Steering Wheels N.A. Business, without
the right to sublicense such Patent Rights for Competing Product applications 
(as defined in Section 16.18).

SECTION 3.  PURCHASE PRICE

3.1      Purchase Price

The aggregate purchase price for the Shares, the Hankook Interest and the 
Transferred Assets shall be One Hundred Twenty Three Million Eighty-One Thousand
Six Hundred Eighty-One and 63/100 Dollars ($123,081,681.63) (the "Cash Purchase 
Price"), plus the Assumed Liabilities as hereafter defined in Section 4.1 of 
this Agreement assumed by the Buyer pursuant to this Agreement, subject, 
however, to a post-closing adjustment of the Cash Purchase Price as set forth in
Section 3.1(b) below.

(a) The Buyer shall pay to the Sellers or their designee at Closing the Cash
Purchase Price in the form of a wire transfer of immediately available funds to
the accounts designated by the Sellers.  The Buyer shall also, immediately
following the transfer of the Shares, pay the Clifford Payees(as defined herein)
an amount equal to the Clifford Intercompany Financing (as defined herein) in
immediately available funds to the accounts designated in the Clifford Notice 
(as defined herein).

(b) Attached hereto as Exhibit 3.1(b) is the combined statement of net assets 
for sale of the Steering Wheels N.A. Business and Clifford as of July, 1996 
fiscal month-end (the "Interim Balance Sheet") that reflects the net working 
capital amount of $17,016,481 (the "Interim Net Working Capital").  Net working
capital shall mean net current assets less net current liabilities as set forth
on the Interim Balance Sheet and the Closing Date Balance Sheet (as hereafter
defined).  The Sellers will prepare and deliver to the Buyer, on or before the
sixtieth (60th) calendar day following the Closing Date, a combined statement
of net assets for sale as of the Closing Date (the "Closing Date Balance Sheet")
that will reflect the net working capital amount as of the Closing Date (the
"Closing Date Net Working Capital").  Both the Interim Balance Sheet and the
Closing Date Balance Sheet shall be prepared consistently and in accordance
with the Sellers' historical accounting practices except as noted.  As used
throughout this Agreement, the phrase "in accordance with the Sellers'
historical accounting practices" shall mean in accordance with the Sellers'
historical accounting practices, which shall be, in all material respects, in
accordance with U.S. Generally Accepted Accounting Principles.  The Buyer
shall permit and allow representatives of the Sellers to have full access to the
books, records, facilities and employees of the Business as may be required for
the purpose of preparation of the Closing Date Balance Sheet (including the
taking of inventories).

(c) Within twenty (20) business days after the Adjusted Final Purchase Price has
been determined by the parties or by the independent auditor (as hereinafter
provided for), whichever is later, the amount of the adjustment in the Cash
Purchase Price shall be paid by the Buyer to the Sellers, or by the Sellers to 
the Buyer, as the case may be, by wire transfer of immediately available funds.

The amount of the adjustment in the Cash Purchase Price shall be paid together
with interest thereon at a per annum rate equal to the thirty (30) day 
commercial paper rate published in the Wall Street Journal on the Closing Date 
(which rate is attached hereto as Schedule 1).  Such interest shall accrue and 
be calculated from the Closing Date through the date of any payment of such 
adjustment in the Cash Purchase Price.

If the Buyer shall disagree with the Closing Date Balance Sheet and the Closing
Date Net Working Capital amount, it shall notify the Sellers of such
disagreement in writing specifying in detail the particulars of such 
disagreement within twenty (20) business days after the Buyer's receipt of the 
Closing Date Balance Sheet.  Buyer may only disagree with the Closing Date Net 
Working Capital amount on the basis that the Closing Date Balance Sheet has not
been prepared in accordance with Sellers' historical accounting practices and is
not consistent with the preparation of the Interim Balance Sheet. Any such
disagreement shall be certified by Buyer's independent auditor.  The Buyer and
the Sellers then shall use their best efforts for a period of thirty (30) 
calendar days after receipt of such notice (or such longer period as the Buyer 
and the Sellers shall mutually agree upon) to resolve any such disagreements 
raised by the Buyer.  If, at the end of such period, the Buyer and the Sellers 
are unable to resolve such disagreements, the Buyer and the Sellers shall select
an independent auditor of recognized national standing to resolve any remaining
disagreements as to whether the Closing Date Balance Sheet has been prepared
in accordance with the Sellers' historical accounting practices, consistent with
the preparation of the Interim Balance Sheet pursuant to a letter of engagement
mutually acceptable to Buyer, Sellers and the independent auditor.  In the event
Sellers and Buyer are unable to agree upon an independent auditor, the choice
of auditor shall be referred to three arbitrators selected by the American
Arbitration Association, who shall promptly retain an independent auditor of
recognized national standing to determine the matter.  The determination of
such independent auditor shall be final, binding and conclusive on the parties.
The amount of any further adjustment in the Cash Purchase Price shall be paid
together with interest thereon at a per annum rate equal to Citibank N.A.'s
"base" rate of interest in effect from time to time, which rate shall change as
and when such "base" rate shall change.  Such interest shall accrue and be
calculated from the Closing Date through the date of any payment of such
further adjustment in the Cash Purchase Price.  Such independent auditor shall
make its determination within thirty (30) calendar days of accepting its
selection.  The fees and expenses of such independent auditor (and, if
necessary, the arbitrators) shall be borne one-half by the Buyer and one-half by
the Sellers.


3.2      Allocation

Within fifteen (15) days after the Adjusted Final Purchase Price shall be deemed
to be final pursuant to Section  3.1(c) above,  Sellers shall deliver to Buyer a
certificate   allocating  the  Purchase  Price  and  Assumed   Liabilities  (the
"Allocation  Certificate").  The  Allocation  Certificate  shall be  prepared in
accordance  with Section 1060 of the Internal  Revenue Code of 1986, as amended.
Each party shall file  Internal  Revenue  Service  Form 8594,  and all  federal,
state, and other tax returns in accordance with the Allocation Certificate.  Any
subsequent   allocation   necessary  as  a  result  of  an   adjustment  to  the
consideration  to be paid  hereunder  shall be determined by Sellers in a manner
consistent  with the Allocation  Certificate.  The parties agree to consult with
one another with respect to any tax audit, controversy or litigation relating to
the  Allocation  Certificate by the Internal  Revenue  Service or another taxing
authority.

3.3      Delivery and Payment
At the  Closing,  (i) UTA shall  deliver to Buyer a duly  executed  transfer  or
transfers in the usual English form in favor of the Buyer or its  designee(s) in
respect of the Shares,  together with the share certificate(s)  representing the
Shares,  (ii) UTAS shall  deliver to Buyer at the  Closing  UTAS' plan to comply
with UTAS'  obligations  under Section 8.1 of the Joint Venture  Agreement which
relates to the potential  sale,  assignment or transfer of UTAS' interest in the
Joint Venture to Buyer,  (iii) UTAS shall deliver to Buyer such deeds,  bills of
sales,  endorsements,  certificates,  instruments  of assignment  and such other
instruments  of  conveyance  and transfer  reasonably  satisfactory  in form and
substance to Buyer as shall be  necessary  to vest in Buyer good and  marketable
title to the real  property  and good  and  transferable  title to the  personal
property,  in each case, free and clear of any mortgage,  imperfection of title,
lien,  pledge,  option,  security interest,  claim,  charge or other encumbrance
except  Permitted  Encumbrances (as defined in Section 5.7), and (iv) IPCO shall
deliver such  instruments  of assignment  and license as are necessary to assign
the Patent Rights and license the Know-how,  all as described in Section 2.5 and
(v) Buyer shall deliver to Sellers such  instruments  of  assumption  reasonably
satisfactory in form and substance to Sellers as shall be necessary for Buyer to
assume all of the Assumed  Liabilities and such  instruments as are necessary to
license back certain rights in the Patent Rights as described in Section 2.5.

3.4      Clifford Intercompany Financing Discharge

At  Closing,  immediately  following  the  transfer  of the  Shares,  Buyer will
discharge the Clifford Intercompany Financing.

SECTION 4.  LIABILITIES

4.1      Assumed Liabilities

Subject to the terms and conditions of this Agreement,  at the Closing the Buyer

shall execute an  Assumption  Agreement  whereby  the Buyer  shall,  as of the
Closing Date, assume and agree thereafter to pay, perform and discharge,  and to
indemnify  UTAS,  UTAS de Mexico and UTA its  directors,  officers and employees
against  and hold  each of them  harmless  from the  following  liabilities  and
obligations (the "Assumed Liabilities"):

(a) all of UTAS's and UTAS de  Mexico's  liabilities  and  obligations,  whether
absolute,  accrued,  contingent or otherwise  remaining unpaid or unperformed on
the Closing Date under contracts, leases, commitments and other agreements which
relate  solely or  predominantly  to the  Steering  Wheels N.A.  Business or are
included in the Transferred Assets;

(b) UTAS's and UTAS de Mexico's  obligations  to complete  sales of and purchase
orders for products of the Steering Wheels N.A.  Business to the extent unfilled
on the Closing Date and included in the Transferred Assets;


(c) any other  liabilities  or  obligations  of UTAS and UTAS de Mexico  whether
absolute, accrued, contingent or otherwise, known or unknown with respect to the
Steering Wheels N.A.  Business,  the  Transferred  Assets or the products of the
Steering Wheels N.A. Business arising subsequent to the Closing Date, except for
the Retained Liabilities set forth in Section 4.2; and

(d) all  liabilities  and  obligations  arising as a result of, or in connection
with,  the  employment  by Buyer of the  Transferred  Employees  (as  defined in
Section 9, except to the extent otherwise specifically provided in Section 9) in
connection with the Steering Wheels N.A. Business;

(e) [intentionally omitted]; and

(f) In the  event  (i) an  Assigned  Contract  does  not  expressly  permit  the
assignment


by UTAS or UTAS de Mexico of its rights and obligations thereunder, (ii) UTAS or
UTAS de Mexico has not obtained the necessary  written consents to an assignment
from all parties to an  Assigned  Contract  prior to the  Closing  Date or (iii)
direct  assumption  of an Assigned  Contract is not  practical,  the Buyer shall
fulfill such contract and assume the obligations  and  liabilities  arising from
the performance of such contract for and on behalf of UTAS or UTAS de Mexico but
for the account of the Buyer.


4.2      Retained Liabilities

Notwithstanding the provisions of Section 4.1, the following liabilities of UTAS
and UTAS de  Mexico  relating  to the  Steering  Wheels  N.A.  Business  (herein
referred to as the "Retained Liabilities") shall be retained by UTAS and UTAS de
Mexico and shall not be assumed by the Buyer on the Closing Date:

(a) certain liabilities  specifically  related to the implementation of Phase II
of the  consolidation  plan for  North  America  that  include  (1)  liabilities
associated  with the Niles,  Michigan real property to be retained by UTAS;  (2)
environmental liabilities associated with this property; (3) severance costs for
any  affected  Niles   employees  who  will  not  be  retained  by  Buyer;   (4)
[intentionally  omitted];  (5) personal property at the Niles, Michigan facility
that will be retained by UTAS as described in Exhibit 2.1(b), (Item II);

(b) all intercompany accounts with its affiliates and/or intracompany accounts;


(c) all federal and state income tax and franchise tax obligations  with respect
to the Business relating to all periods prior to the Closing Date;

(d) all  obligations  that  pertain to  insurance  contracts,  benefit  plans or
similar arrangements for the purpose of providing  retirement benefits,  welfare
benefits,  deferred compensation or other employee benefits for employees of the
Steering  Wheels  N.A.  Business  for  which the  corresponding  funds are to be
retained by Sellers pursuant to Section 2.2(k); and


(e) the defense of and liability for those matters identified in Exhibit 5.14.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The   Sellers   represent   and   warrant  to  the  Buyer  that  the   following
representations  and  warranties  are  true  and  correct  on the  date  of this
Agreement (except for those representations and warranties which expressly speak
to the Closing Date):

5.1      Corporate Organization

The Sellers and Clifford  are duly  incorporated,  validly  existing and in good
standing  under the laws of their  state or country of  incorporation,  with all
requisite  corporate  power  and  authority  to own,  operate  and  lease  their
properties  and to carry on the Business as it is now being  conducted,  and are
qualified or licensed to do business in each  jurisdiction in which the Business
property  is owned,  leased or  operated  by them or the nature of the  Business
makes  such  qualification  or  licensing  necessary  and the  absence  of which
qualification  would be reasonably  likely to have a material  adverse effect on
the financial condition of the Business taken as a whole.

5.2      (a)      Clifford Share Ownership

The Shares  constitute the entire  allotted and issued share capital of Clifford
and all the  Shares are fully  paid up.  UTA is and at the  Closing  will be the
registered  holder and beneficial owner of all of the Shares,  free and clear of
all Encumbrances.  Clifford is the registered holder and beneficial owner of the
entire allotted and issued share capital of Elmgrove,  Ltd. (the  "Subsidiary"),
free and clear of all  Encumbrances and all such shares are fully paid up. There
are no agreements or  arrangements  in force which grant to any person the right
(whether  exercisable  now or in future and whether or not  conditional) to call
for the  allotment or issue of any share  capital of Clifford or the  Subsidiary
(whether by way of option or conversion right or otherwise).

         (b)      Clifford Intercompany Financing

(b)  Clifford   Intercompany   FinancingClifford   borrows  from  and  has  debt
obligations  (the "Clifford  Intercompany  Financing") to an affiliated group of
companies  (the  "Clifford  Payees").  The amount of the  Clifford  Intercompany
Financing  as of the  Closing  Date  shall be  Seventeen  Million  Four  Hundred
Eighteen Thousand Three Hundred Eighteen and 37/100 ($17,418,318.37).


         5.3      UTAS' Interest in Hankook-Sheller

UTAS owns a 31%  equity  interest  in the  Hankook-Sheller  Chusik  Hoesa  joint
venture.  Transfer  of UTAS'  equity  interest  is  subject  to a right of first
refusal by certain Korean investors.

         5.4      Authority

Sellers have full power,  right and  authority to execute this  Agreement and to
perform all their obligations hereunder. The execution, delivery and performance
of this Agreement by Sellers and the consummation by Sellers of the transactions
contemplated  hereby have been duly authorized by all necessary corporate action
of Sellers.  This  Agreement  has been duly  executed  and  delivered by each of
Sellers  and,  assuming  due  authorization,  execution  and  delivery  of  this
Agreement  by Buyer and that Buyer has full  corporate  power and legal right to
enter into this Agreement and to perform its obligations hereunder,  constitutes
a legal, valid, binding and enforceable  obligation of each of Sellers,  subject
to applicable bankruptcy, insolvency and other similar laws affecting creditors'
rights generally and subject,  as to  enforceability,  to general  principles of
equity (regardless of whether enforcement is sought in a proceeding at law or in
equity). Except as set forth in Exhibit 5.4 hereto, the execution,  delivery and
performance  by  Sellers  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated  by this  Agreement will not (i) violate any material
agreement,  obligation or commitment to which Sellers in respect of the Steering
Wheels N.A. Business or Clifford is a party or bound, (ii) violate any provision
of any material  applicable  law,  published  rule or regulation to which any of
Sellers or Clifford is subject  (provided that no  representation is made herein
with respect to (x) any  provision of law,  rule or  regulation  relating to any
United States  federal or state law or law of any other United States or foreign
jurisdiction  relating to antitrust or the regulation of competition or business
combinations  (collectively,  "Antitrust  Laws") or  (y) the  Omnibus  Trade and
Competitiveness Act of 1988 (the "Exon-Florio  Act"),  (iii) violate any order,
judgment or decree  applicable  to any of Sellers or  Clifford or (iv)  conflict
with,  or result in a breach or  default  under,  any term or  condition  of the
charter or by-laws of Sellers or Clifford.

         5.5      Clifford Subsidiaries

Except as set forth on Exhibit 5.5, Clifford does not have any subsidiaries,  or
own or  control  any  shares or  securities  of,  or have any other  proprietary
interest in, or control of the management or policies of any corporate entity.

         5.6      Material Adverse Changes

Except as set forth on Exhibit  5.6,  since July fiscal month end (i) there have
been no  changes  in the  business,  operations,  assets or  liabilities  of the
Business which,  individually or in the aggregate,  have had a material  adverse
effect on the financial condition of the Business  taken as a whole;  (ii) the
Business has not suffered any casualty which resulted in damage,  destruction or
loss (not covered by insurance)  which has had or would be reasonably  likely to
have a material adverse effect on the financial  condition of the Business taken
as a whole;  and (iii) the  Business  has not  suffered any strike or other work
stoppage which has had a material  adverse effect on the financial  condition of
the  Business  taken as a  whole.a  material  adverse  effect  on the  financial
condition of the Business taken as a whole.

         5.7      Title to Steering Wheels N.A. Business Assets

UTAS and UTAS de Mexico has and shall convey good and marketable title to all of
the  owned   Transferred   Assets   constituting  real  property  and  good  and
transferable  title  to  the  owned  Transferred  Assets  constituting  personal
property to Buyer at the Closing free and clear of any Encumbrances,  except for
Permitted  Encumbrances.   For  the  purposes  of  this  Agreement,   "Permitted
Encumbrances" shall mean:

(a) any Encumbrances reflected on Exhibit 5.7;


(b) any  Encumbrances  that do not materially  detract from the current value of
the Transferred Assets or materially interfere with the current use of the same;

(c) any  Encumbrances  for  taxes and  assessments  not yet past due or that are
being contested in good faith (upon  completion of said contest,  the obligation
shall remain with Sellers);

(d)   mechanic's,   materialmen's,   workmen's,   repairmen's,   warehousemen's,
carriers',  and other  similar  Encumbrances  (except to the extent they reflect
obligations of Sellers hereunder); and


(e) any  Encumbrances  that are  matters of record,  such as  easements,  quasi-
easements, rights of way, land use ordinances and zoning plans.


         5.8      Title to Clifford Assets and Properties

Clifford  is the  exclusive  owner or lessee of all of the  assets  and real and
personal  property  used  by  it  in  its  business,   free  and  clear  of  any
Encumbrances, except for:

(a)  any  Encumbrances  reflected  in the  Exhibits  or the  Clifford  financial
statements;


(b) any  Encumbrances  that do not materially  detract from the current value of
the property  subject  thereto or materially  interfere  with the current use by
Clifford  of the  property  subject  thereto or  affected  thereby or  otherwise
materially impair the financial condition of Clifford;


(c) any  Encumbrances  for  taxes and  assessments  not yet past due or that are
being contested in good faith;


(d) mechanic's, materialmen's, workmen's, repairmen's, warehousemen's, carriers'
and other similar liens and encumbrances; and


(e) any  Encumbrances  that are  matters of record,  such as  easements,  quasi-
easements, rights of way, land use ordinances and zoning plans.


5.9 Real Property and Leases

All  real  property  owned  by  UTAS  (to  the  extent  included  as part of the
Transferred  Assets) or Clifford,  and all leases under which UTAS, with respect
to the  Steering  Wheels N.A.  Business  (to the extent  included as part of the
Transferred  Assets)  or  Clifford  are the  lessees of real  property  and that
require a lease payment in excess of $25,000  annually (the "Leases") are listed
on Exhibit 5.9. Except as set forth on Exhibit 5.9, all Leases are in full force
and effect,  neither  UTAS nor  Clifford is in default in any  material  respect
under any of the Leases and no  condemnation,  expropriation,  eminent domain or
similar proceeding is pending with respect to any of such real properties.

5.10 Compliance with Law

Except as set forth on Exhibit 5.10 or except as previously disclosed to Buyer:


(a) the  Steering  Wheels N.A.  Business  and the  business  of Clifford  are in
substantial  compliance in all material  respects with all  applicable  federal,
state, local and foreign laws,  including,  without  limitation,  environmental,
zoning,  employee  benefits  and pension,  occupational  safety and health laws,
ordinances and published rules and regulations of any governmental entity having
jurisdiction over the Steering Wheels N.A. Business or Clifford, as the case may
be, and any judgments, injunctions, orders or decrees applicable to the Steering
Wheels N.A.  Business or Clifford,  as the case may be,  except in all cases for
any possible  non-compliance that does not or is not reasonably likely to have a
material  adverse  effect on the financial  condition of the Business taken as a
whole.  Except  as set  forth  on  Exhibit  5.10,  neither  Sellers,  nor to the
knowledge of Sellers, Clifford, has received during 1996 any written notice from
any  governmental  authority or agency  claiming any material non- compliance by
the  Steering  Wheels N.A.  Business or  Clifford,  as the case may be, with any
applicable federal, state, local, or foreign law;


(b) all governmental approvals, permits and licenses required for the conduct of
the  Business  as now  conducted  have been  obtained  and are in full force and
effect and are being complied within all material respects, except for those the
absence of which do not or are not reasonably  likely to have a material adverse
effect on the financial condition of the Business taken as a whole;


(c) Sellers have filed all applications,  notices and other documents  necessary
to effect the timely renewal or issuance of all governmental approvals,  permits
and  licenses  required  for  the  continued  conduct  of  the  Business  as now
conducted,  except for those the  absence of which do not or are not  reasonably
likely to have a  material  adverse  effect on the  financial  condition  of the
Business taken as a whole; and


(d) there are no  proceedings  pending  or, to the best of  Sellers'  knowledge,
threatened in respect of the Steering Wheels N.A. Business or pending or, to the
best of Sellers'  knowledge,  threatened  against  Clifford  which are likely to
result in the revocation,  cancellation  or suspension of any such  governmental
approvals, permits and licenses, except for such proceedings which do not or

are not  reasonably  likely to have a material  adverse  effect on the financial
condition of the Business taken as a whole.


5.11 Financial Statements

The 1996 fiscal year for the Steering Wheels N.A.  Business is from December 26,
1995  through  December  25,  1996.  The 1996 fiscal  year for  Clifford is from
December 1, 1995 through November 30, 1996. The unaudited  Interim Balance Sheet
of the  Business as of July 1996 fiscal month end,  and the  unaudited  Combined
Statements of Plant Operations  (Income Statement) of the Business for the seven
month  period of operation  from  December 26, 1995 through the July 1996 fiscal
month end in the case of the  Steering  Wheels N.A.  Business  and for the seven
month  period of  operation  from  December 1, 1995 through June 30, 1996 in the
case of Clifford which are attached as Exhibit 5.11, are in accordance  with the
books and  records  of the  Sellers,  and have  been  prepared  by the  Sellers'
personnel in conformity with the Sellers' historical accounting practices except
as noted.

5.12 Material Contracts

Exhibit 5.12 sets forth all Material  Contracts (as defined below) and except as
set forth on Exhibit 5.12, neither the Sellers in respect of the Steering Wheels
N.A.  Business nor Clifford is in default under, or has received  written notice
of default with  respect to any Material  Contracts of the Business in effect on
the date hereof which relate  solely to, or confer any material  benefit on, the
Business,  or which materially  affect any of the Transferred  Assets or Assumed
Liabilities.

A  contract  is  deemed  to be a  "Material  Contract"  if  it is a  commitment,
agreement  or  contract  of any kind to be  performed  after  the  Closing  Date
pursuant to which  Sellers in respect of the  Steering  Wheels N.A.  Business or
Clifford is obligated or  authorized  to expend or has any right to receive more
than  $250,000  in any  twelve  (12) month  period  and which is not  subject to
cancellation by Sellers or Clifford,  as the case may be, upon less than six (6)
months notice or without penalty or increased cost.

5.13 Taxes

Except as set forth on Exhibit  5.13,  the Sellers  with respect to the Steering
Wheels N.A. Business and Clifford have filed all material federal, state, local,
and foreign tax returns  required by law to be filed by them due with respect to
the 1995 and prior fiscal periods. As of the date hereof, except as set forth on
Exhibit  5.13,  there is no claim or  assessment  in a material  amount  pending
against the Steering Wheels N.A.  Business or Clifford based on a failure to pay
taxes, social security or other similar charges,  duties, interest or penalties.
The Sellers  have  received no written  notice from any taxing  authority of any
material  obligation  that may constitute or result in a lien on the Transferred
Assets or the Shares.

5.14 Disputes

Except as set forth on Exhibit 5.14,  there is no suit,  action,  arbitration or
similar proceeding pending or, to Sellers' knowledge, threatened against Sellers
in respect of the  Steering  Wheels  N.A.  Business  or pending  or, to Sellers'
knowledge,  threatened against Clifford which, if adversely  resolved,  would be
reasonably  likely to have a material adverse effect on the financial  condition
of the Business taken as a whole.  Except as set forth on Exhibit 5.14,  neither
Sellers in respect of the Steering Wheels N.A.  Business nor Clifford is a party
to or is bound by any judgment,  decree,  injunction,  ruling, award or order of
any  governmental  authority,  arbitrator  or any other  person  which  would be
reasonably  likely to have a material adverse effect on the financial  condition
of the Business  taken as a whole.  Except as set forth on Exhibit  5.14,  since
December 31, 1995, neither Sellers nor Clifford has compromised, settled or lost
any  arbitration or judicial  proceeding the result of which would be reasonably
likely to have a  material  adverse  effect on the  financial  condition  of the
Business taken as a whole.

5.15 Brokers and Finders

With the exception of Smith Barney Inc.,  neither  Sellers nor their  affiliates
have employed any broker, finder,  consultant or intermediary in connection with
the  transactions  contemplated  by this  Agreement  that would be entitled to a
broker's, finder's or similar fee or commission in connection therewith. Sellers
shall be responsible to make payments, if any, to which Smith Barney Inc. may be
entitled.

5.16  Collective  Bargaining  Agreements,   Employment  Agreements  and  Benefit
Plans

Except as set forth on Exhibit 5.16, neither UTAS, nor UTAS de Mexico in respect
of the Steering  Wheels N.A.  Business nor Clifford has in effect any collective
bargaining  agreement or  employment  agreement  (other than oral  agreements of
at-will employment).  Except as set forth on Exhibit 5.16, there are no disputes
currently  subject to any grievance  procedure,  arbitration or litigation under
such  agreements nor is there any default under any such  agreements,  by any of
Sellers,  Clifford,  or to the  knowledge of Sellers,  any other party  thereto,
which  individually  or in the  aggregate  reasonably  would be likely to have a
material  adverse  effect on the financial  condition of the Business taken as a
whole.

5.17 ERISA; Employee Benefits

(a) Except as disclosed on Exhibit  5.17,  Sellers do not maintain or contribute
to or have any  liability  with respect to any material  (i)  incentive,  bonus,
commission,  or deferred  compensation  or  severance or  termination  pay plan,
agreement or arrangement  for the benefit of employees  employed in the Steering
Wheels N.A.  Business,  (ii)  pension,  profit-sharing,  stock  purchase,  stock
option, group life insurance,  hospitalization insurance, disability, retirement
or any other employee benefit plan, agreement or arrangement,  including but not
limited  to any  "employee  benefit  plan" (as  defined  in section 3 (3) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")),  for the
benefit of  employees  employed in the  Steering  Wheels N.A.  Business or (iii)
fringe  benefit  plan,  agreement  or  arrangement  for the benefit of employees
employed in the Steering  Wheels N.A.  Business  (the items  referred to in (i),
(ii) and (iii) above are hereinafter  referred to  collectively  as, the "Plans"
and individual as a "Plan"). Each of the Plans set forth on Exhibit 5.17 that is
an "employee  pension benefit plan" (as such term is defined in section 3 (2) of
ERISA) or an "employee welfare benefit plan" (as such term is defined in section
3 (1) of ERISA), has been operated in material compliance with its written terms
and, to the best knowledge of Sellers,  the  applicable  provisions of ERISA and
the applicable provisions of the Internal Revenue Code of 1986 (the "Code"), and
the regulations promulgated thereunder.  To the extent applicable,  Sellers have
heretofore  delivered  or made  available to Buyer  complete  copies of (i) each
Plan, including all amendments thereto, and its related trust agreement, if any,
and  summary  plan  description,  if any,  and (ii) each  collective  bargaining
agreement relating to each Plan.


(b)  Except as set forth on Exhibit  5.17,  or in the Plan  provisions  covering
employees covered by a collective bargaining agreement, there are no agreed upon
future increases of benefit levels for employees employed in the Steering Wheels
N.A.  Business,  and no increases in benefits have been  committed to by Sellers
for the benefit of  employees  employed in the  Steering  Wheels N.A.  Business,
except for those increases which would not have a material adverse effect on the
financial  condition of the Steering Wheels N.A. Business.  With respect to each
Plan,  full  payment has been made of all amounts  that  Sellers are required to
have paid as  contributions  to such Plan  under its terms or under the terms of
any applicable collective bargaining agreement.

(c) No liability  under Title IV of ERISA has been or is expected to be incurred
by Sellers with respect to any ongoing,  frozen or terminated  plan currently or
formerly  maintained  by  either  of them,  or the plan of any  entity  which is
considered a  predecessor  of Sellers or a single  employer  with Sellers  under
section 4001 of ERISA,  which would result in any Encumbrance on the Transferred
Assets.

(d) None of the Plans is a "multi  employer  plan," as such term is  defined  in
section 3 (37) of ERISA.

(e) There are not pending or, to the  knowledge  of Sellers,  threatened  claims
against  any of the  Plans or  related  trusts  other  than  routine  claims  by
participants and beneficiaries for benefits due and owing under such plans.


5.18 Intellectual Property

Except as set forth on Exhibit 5.18,  IPCO is the owner of the Patent Rights set
forth on Exhibit  2.5 and  Sellers  are the owners of the  Know-how  or have the
right to license the same as contemplated by the Know-how License Agreement, and
neither IPCO nor Sellers nor  Clifford has received any written  notice from any
other  person  challenging  the right of  Sellers  or  Clifford  to use any such
Intellectual Property.  Except as set forth on Exhibit 5.18 hereto, to Sellers',
Clifford's  and IPCO's  knowledge,  none of the  Intellectual  Property is being
infringed upon or appropriated by others, and none is subject to any outstanding
order,  decree,  judgment,  stipulation or injunction affecting the scope of the
free  and  unrestricted  use by  Sellers  or  Clifford  (to the  extent  of such
Intellectual  Property) or used  contrary to the  provisions of any licensing or
other  agreement.  Except as set forth on  Exhibit  5.18  hereto,  to  Sellers',
Clifford's and IPCO's knowledge,  Sellers,  Clifford and IPCO are not infringing
upon any third party's rights through Sellers' and Clifford's utilization of the
Patent Rights in the  operations of the Business.  Except for the Patent Rights,
Sellers have no other United States  patents,  foreign  patents,  inventions for
which  there  are  pending  United  States or  foreign  patent  applications  or
unpatented  inventions that are utilized in the operations of the Business as of
the Closing Date or that are anticipated to be put into actual production within
one year of the Closing Date.  Notwithstanding  the foregoing,  the Buyers shall
not have any  right,  title or  interest  in or to any  United  States  patents,
foreign patents, inventions for which there are pending United States or foreign
patent applications, unpatented inventions, trade secrets, technical information
or know-how with respect to the development,  manufacture or distribution of the
items listed in Section 16.18(d)(i) and (ii) or any related products.

5.19 Consents

Except as set forth on Exhibit 5.19 and in this Agreement,  no material consent,
license,  approval, waiver, expiration of waiting period or authorization of, or
registration or declaration with, any governmental authority,  agency, bureau or
commission, or any third party (a "Consent"), is required to be obtained or made
by  Sellers  in  connection  with  the  execution,   delivery,  performance  and
enforceability  of this  Agreement  or the sale or transfer  of the  Transferred
Assets  pursuant  hereto  or  the  transfer  of  ownership  of the  Business  as
contemplated  hereby  other  than (a) those the  failure  of which to be made or
obtained,  individually or in the aggregate,  would not be reasonably  likely to
have a  material  adverse  effect on the  Business  taken as a whole,  or on the
ability of Sellers to consummate the transactions contemplated by this Agreement
and (b) as may be required by the Hart-Scott-Rodino  Antitrust  Improvements Act
of 1976 (the "HSR Act") or the Exon-Florio Act.

5.20 Accounts Receivable5.20 Accounts Receivable.

All accounts  receivable of the Business shown on the Clifford Interim Financial
Statements and the Steering Wheels N.A.  Business Interim  Financial  Statements
and all accounts receivable arising thereafter and prior to the Closing shown on
the books of the Business,  arose and will arise from bona fide  transactions in
the ordinary course of business.

5.21 Employment Records

The Sellers have  previously  provided or will provide by Closing to the Buyer a
true and accurate list of the names of management staff of the Business together
with a summary of all salary, bonus,  incentive compensation or other additional
cash compensation, if any, paid to such persons for the 1995 calendar year.

5.22 Notification by Sellers of Transfer of Indiana Property

Exhibit 5.22 hereto is a copy of the Indiana  Responsible  Property Transfer Law
report that UTAS is  required  to submit to the State of Indiana in  conjunction
with the  transfer  of real  property  as part of the  transaction  contemplated
hereby.

5.23 Condition of Transferred Assets

All Transferred Assets, including,  without limitation, all buildings,  fixtures
and  other  improvements  and all  equipment  and  machinery  (collectively  the
"Fixtures")  used in the  manufacturing  process are, and will be at the time of
Closing,  in good  operating  condition and repair except for such Fixtures that
are not  individually  or in the  aggregate  material  to the  operation  of the
Steering Wheels N.A. Business.

5.24 No Other  Representations  or  Warranties

EXCEPT FOR THE  REPRESENTATIONS  AND  WARRANTIES  CONTAINED  IN THIS  AGREEMENT,
NEITHER SELLERS NOR IPCO NOR ANY OTHER PERSON ACTING ON THEIR BEHALF  (INCLUDING
ANY OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES OF CLIFFORD OR THE
STEERING  WHEELS N.A.  BUSINESS)  MAKES ANY OTHER  REPRESENTATION  OR  WARRANTY,
EXPRESS  OR  IMPLIED,  AND  SELLERS  AND IPCO  HEREBY  DISCLAIM  ANY SUCH  OTHER
REPRESENTATION  OR  WARRANTY,  WHETHER  BY  SELLERS  AND  IPCO  OR ANY OF  THEIR
RESPECTIVE  OFFICERS,  DIRECTORS,  EMPLOYEES,  AGENTS OR  REPRESENTATIVES OR ANY
OTHER  PERSON  (INCLUDING  ANY  OFFICERS,   DIRECTORS,   EMPLOYEES,   AGENTS  OR
REPRESENTATIVES OF IPCO,  CLIFFORD OR THE STEERING WHEELS N.A.  BUSINESS),  WITH
RESPECT TO THE  EXECUTION,  DELIVERY OR  PERFORMANCE  BY SELLERS OR IPCO OF THIS
AGREEMENT   OR  WITH   RESPECT   TO  THE   TRANSACTIONS   CONTEMPLATED   HEREBY,
NOTWITHSTANDING  THE  DELIVERY OR  DISCLOSURE  TO BUYER OR ANY OF ITS  OFFICERS,
DIRECTORS,  EMPLOYEES,  AGENTS OR  REPRESENTATIVES  OR ANY  OTHER  PERSON OF ANY
DOCUMENTATION OR OTHER  INFORMATION BY SELLERS,  IPCO OR ANY OF THEIR RESPECTIVE
OFFICERS,  DIRECTORS,  EMPLOYEES,  AGENTS OR REPRESENTATIVES OR ANY OTHER PERSON
(INCLUDING ANY OFFICERS,  DIRECTORS,  EMPLOYEES,  AGENTS OR  REPRESENTATIVES  OF
IPCO, CLIFFORD OR THE STEERING WHEELS N.A. BUSINESS,  WITH RESPECT TO ANY ONE OR
MORE OF THE FOREGOING).

SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE BUYER

The  Buyer   represents   and  warrants  to  the  Sellers  that  the   following
representations  and  warranties  are  true  and  correct  on the  date  of this
Agreement:

6.1  Organization,  Good  Standing and  Corporate  Power

The Buyer is a  corporation  duly  incorporated,  validly  existing  and in good
standing under the laws of the State of Delaware and has all requisite corporate
power and authority to own its  properties and to carry on its business as it is
presently  being  conducted.  The Buyer has all  requisite  corporate  power and
authority  to purchase  and own the  Transferred  Assets and Shares,  assume and
perform the Assumed  Liabilities,  conduct the Business as it is presently being
conducted and perform the other covenants and agreements of the Buyer under this
Agreement and the Assumption Agreement.

The  execution,  delivery and  performance  of this Agreement and the Assumption
Agreement  and the  consummation  of the  transactions  contemplated  hereby and
thereby  have been duly  authorized  by all  necessary  corporate  action of the
Buyer.

6.2 Authority

Buyer has full power,  right and  authority  to execute  this  Agreement  and to
perform its obligations  hereunder.  The execution,  delivery and performance by
Buyer of this Agreement and the consummation of the transactions contemplated by
this Agreement  will not  (i) violate  any provision of any material  applicable
law,  published  rule or regulation to which Buyer is subject  (provided that no
representation  is  made  herein  with  respect  to any  Antitrust  Laws  or the
Exon-Florio  Act),  (ii) violate  any order,  judgment or decree  applicable  to
Buyer,  (iii) violate any material agreement,  obligation or commitment to which
Buyer is a party or  (iv) conflict  with or result in a breach or default  under
any term or condition of Buyer's  charter or by-laws.  This  Agreement  has been
duly and validly  executed and delivered by Buyer and  constitutes the valid and
binding  obligation of Buyer,  enforceable  against Buyer in accordance with its
terms,  subject to  applicable  bankruptcy,  insolvency  and other  similar laws
affecting  creditors'  rights generally and subject,  as to  enforceability,  to
general principles of equity  (regardless of whether  enforcement is sought in a
proceeding at law or in equity).

6.3 Consents of Buyer

Except as set forth in this  Agreement,  no  Consent is  required  to be made or
obtained by Buyer in connection  with the execution,  delivery,  performance and
enforceability of this Agreement or the transactions  contemplated  hereby other
than (a) those the failure of which to be made or obtained,  individually  or in
the aggregate,  would not be reasonably likely to have a material adverse effect
on Buyer or the ability of Buyer to consummate the transactions  contemplated by
this Agreement and (b) as may be required by the HSR Act or the Exon-Florio Act.

6.4 Acquisition of Shares

The Shares are being and the Hankook  Interest will be acquired by Buyer for its
own account and not with a view to or in connection with any disposition thereof
in  violation  of (i) the  Securities  Act of 1933,  as amended or the rules and
regulations thereunder, (ii) any applicable state securities or "blue sky" laws,
or (iii) any  applicable  securities laws of the United Kingdom, the Republic of
Korea or any political subdivision thereof or therein.

6.5 Brokers and Finders

Buyer has not employed or become  obligated to pay any fee or  commission to any
broker,  finder,   consultant,   investment  banker  or  other  intermediary  in
connection with  transactions  contemplated by this Agreement.  Buyer represents
that  Sellers  shall  have no  obligations  whatsoever  to any  broker,  finder,
consultant,  investment banker orintermediary,  resulting from this Agreement or
the transactions contemplated hereby.

6.6 Financing

The Buyer has all  funds  necessary  for the  consummation  of the  transactions
contemplated by this Agreement and will provide evidence thereof satisfactory to
the Sellers, in their sole discretion, upon request.

6.7 Condition of Transferred Assets

THE BUYER  UNDERSTANDS  AND AGREES THAT THE TRANSFERRED  ASSETS,  PROPERTIES AND
RIGHTS  OF  SELLERS  BEING  PURCHASED  HEREUNDER  ARE  SOLD,  ASSIGNED,  LEASED,
TRANSFERRED  AND CONVEYED TO BUYER IN AN "AS IS" CONDITION ON A "WHERE IS" BASIS
WITHOUT ANY WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR PURPOSE OR
ANY OTHER WARRANTY,  EXPRESS OR IMPLIED,  EXCEPT AS OTHERWISE  EXPRESSLY  STATED
HEREIN.

6.8 Non-reliance

IN CONNECTION  WITH ITS DECISION TO ACQUIRE THE TRANSFERRED  ASSETS,  THE SHARES
AND THE HANKOOK INTEREST, THE BUYER ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY
FINANCIAL  PROJECTIONS,  BUDGETS OR OTHER  FORWARD-LOOKING  FINANCIAL  DATA WITH
RESPECT TO THE  TRANSFERRED  ASSETS,  THE SHARES,  THE  HANKOOK  INTEREST OR THE
BUSINESS  PREPARED BY OR FURNISHED TO IT BY OR ON BEHALF OF THE SELLERS AND THAT
THE SELLERS ARE MAKING NO REPRESENTATION OR WARRANTY WITH RESPECT THERETO.

SECTION 7. INFORMATION AND RECORDS  CONCERNING THE SELLERS

7.1 The Buyer's  Access to  Information  and  Records

The  Buyer  has made or will  cause to be made  prior to the  Closing  Date such
investigation  of the  Business  and the  Transferred  Assets as the Buyer deems
necessary  or  advisable  to  familiarize  itself  with such  matters.  Any such
investigation   shall  be  conducted  by  the  Buyer  so  as  not  to  interfere
unreasonably  with the Business's  normal  operations and shall be undertaken in
accordance with such  procedures as may be established by agreement  between the
Sellers and the Buyer. In no event shall the Buyer communicate with any employee
of the Business without the prior written consent of the Sellers.

(a)  Subject  to  the  foregoing,  and  to the  requirement  of  confidentiality
discussed  below in this Section 7.1, the Sellers  agree to permit the Buyer and
its  authorized   representatives,   including  legal  counsel  and  independent
accountants,  upon reasonable  notice,  to have reasonable  access at reasonable
business hours to designated  management,  employees of the Business, the plant,
properties,  inventories  and books and records of the  Sellers  relating to the
Business  including  contracts,  leases,  real estate,  personal  property,  tax
returns, audits and books of account. The Sellers will furnish to the Buyer such
financial and operating data and other  information on the Business as the Buyer
shall from time to time reasonably request.  From the date hereof to the Closing
Date,  Sellers shall use  reasonable  efforts to endeavor to keep Buyer informed
from time to time  concerning any material  changes that may occur affecting the
Business.

(b) Any facts  discovered  by the Buyer in the course of any such  investigation
which contravene or appear to contravene any  representations or warranties made
by the Sellers in this Agreement  shall be brought  promptly to the attention of
the Sellers by the Buyer.  The Buyer agrees to allow the Sellers the opportunity
to explain or take remedial  action  concerning  such facts prior to the Closing
Date.  The Buyer  agrees  that to the extent  prior to the  Closing  Date it has
knowledge of facts which  contravene or appear to contravene any  representation
or warranty  made by the Sellers in this  Agreement,  it must discuss such facts
with the  Sellers  and resolve  the  apparent  or actual  contravention  of such
representation  or warranty  prior to the Closing Date. If the Buyer fails to do
so,  it  is  estopped  from  and  may  not  assert  any  claim  concerning  such
representation or warranty subsequent to the Closing Date.

(c) Any  information  provided or obtained  pursuant to this Agreement  shall be
held by  Buyer  and  its  representatives  in the  strictest  confidence  and in
accordance with and shall be subject to the terms of the Nondisclosure Agreement
dated May 20, 1996 between the parties hereto and, in the event the transactions
contemplated  by this  Agreement  are not  consummated,  shall  be  returned  or
destroyed in accordance with the Nondisclosure Agreement and this Agreement.

7.2 Parties' Access to Records After Closing

Except as  provided in Section  7.3  hereof,  the  parties  hereto each agree to
preserve  until the seventh (7th)  anniversary  of the Closing Date or until the
expiration  of the  statute of  limitations  with  respect to the tax year which
includes the Closing Date,  all records in their  possession  relating to any of
the Transferred Assets, the Assumed  Liabilities or the Business.  The Buyer has
been informed that the Sellers and their  affiliates  will include the operation
of the  Business in their  federal and state  income tax returns for all periods
prior to the Closing Date and for such purposes the Buyer will permit authorized
employees of the Sellers or their representatives,  affiliates and successors to
gather and prepare such  information as the Sellers may  reasonably  require for
preparing  such tax  returns.  In the event that either  party  needs  access to
records in the possession of the other party relating to any of the  Transferred
Assets,  the Assumed  Liabilities or the Business for purposes of complying with
Section 3.1(c) hereof,  preparing income tax returns or complying with any audit
request, subpoena or other investigative demand by any governmental authority or
for any civil litigation,  or for any other legitimate  purpose not injurious to
the other party, each party will allow representatives of the other party access
to such records during regular  business hours at such party's place of business
for the sole purpose of  obtaining  information  for use as  aforesaid  and will
permit such other party to make extracts and copies  thereof as may be necessary
or convenient.

7.3 Disposal of Records

Subject  to  Section  2.1(i),  the  Buyer  may at any time and from time to time
subsequent to the Closing Date and prior to the seventh (7th) anniversary of the
Closing Date, dispose of the records in its possession  relating to the Steering
Wheels N.A.  Business by giving sixty (60) days prior notice of such disposal to
the  Sellers;  provided,  however,  that if such  records are  pertinent  to any
dispute, claim, litigation,  governmental  investigation or the determination of
any federal, state or local tax liability of the Sellers, the Sellers shall have
the right,  by giving written  notice to the Buyer,  to require the Buyer to (i)
retain such  records  until such time as the Sellers may specify or (ii) provide
such records to the Sellers.

SECTION 8. OBLIGATIONS AND COVENANTS

8.1 Sellers' Conduct of the Business

Except for such  actions as are set forth on Exhibit  8.1 (a) or as may be taken
with the prior  written  consent of the Buyer,  the  Sellers  will  conduct  the
Business  from the date of this  Agreement  until the Closing Date in accordance
with the same business  practices  previously  followed by them, and during that
period the Sellers shall:

(a) not conduct the  Business  other than in the  ordinary  course and shall not
make any single commitment or series of  interdependent  commitments for capital
expenditures in connection with the Business exceeding $100,000;

(b) refrain from entering into any material licenses, contracts, purchase orders
or other  agreements  relating to the Business  except in the ordinary course of
business;

(c) meet their contractual  obligations  related to the Business in the ordinary
course of business;

(d) use their reasonable efforts to maintain the Business intact and to preserve
the good relations of their suppliers,  customers,  employees, agents and others
with whom they have business  relations in connection  with the operation of the
Business;

(e) account for, make appropriate  filings with respect to, and pay when due all
taxes, assessments and other governmental charges against the Transferred Assets
or in respect of the Business,  including all withholding  taxes on compensation
paid to employees of the Business from the date hereof through the Closing Date,
except for any such  taxes,  assessments  and  charges  which the Sellers may be
contesting in good faith;

(f) not take any affirmative  action which results in the creation or incurrence
of any debt or monetary obligation  relating to the Business,  other than in the
ordinary course of business;

(g) not cause  Clifford  to  assume,  guarantee,  endorse  or  otherwise  become
responsible  (whether  directly,  contingently or otherwise) for the obligations
of, or make any loans or advances to, any other individual, firm or corporation;

(h) not waive or release any rights of material  value relating to the Business,
or cause Clifford to cancel, compromise, release or assign any indebtedness owed
to it or any claims held by it;

(i) not  transfer,  sell or  otherwise  convey any of the assets of the Steering
Wheels N.A.  Business of any type that are reasonably  expected to be within the
definition of Transferred Assets, other than in the ordinary course of business;

(j) not  mortgage,  pledge,  subject to any lien,  claim or charge or  otherwise
encumber  any of the  Transferred  Assets or in any way create or consent to the
creation of any title condition affecting the Transferred Assets;

(k)  other  than  in the  ordinary  course  of  business,  with  respect  to its
directors,  officers or employees  who are expected to continue to be engaged in
the operation of the Business after the Closing:

(i) not increase the rate or terms of compensation  payable or to become payable
to any of them except pursuant to any existing plan or written agreement,  or as
may be required to meet any applicable legal requirement;

(ii) not pay or agree to pay any pension, retirement allowance or other employee
benefit not required or permitted by any existing plan, agreement or arrangement
to any of  them  except  as  may  be  required  to  meet  any  applicable  legal
requirements;

(iii) not commit  themselves  to any profit  sharing,  bonus,  incentive,  group
insurance,  retirement or other employee benefit plan, agreement or arrangement,
or increase the rate or terms of any such plan,  agreement or arrangement  which
now exists, to the extent applicable to any of them except as may be required to
meet any  applicable  legal  requirements  or the term of any  existing  plan or
written agreement;

(l) with respect to its  directors,  officers or  employees  who are expected to
continue to be engaged in the operation of the Business after the Closing:

(i) not commit themselves to any additional  pension,  deferred  compensation or
severance pay or stock purchase, stock option or stock appreciation right;

(ii) not  enter  into any  employment  or  severance  agreement  with or for the
benefit of them;

(m) not enter  into or  voluntarily  terminate  any lease  with  respect  to the
Business or make any change in any leases,  other than in the ordinary course of
business;

(n) not make any  material  alteration  in the  manner  of  keeping  the  books,
accounts or records of the  Business,  or in the  accounting  practices  therein
reflected, except as required by law or generally accepted accounting principles
in effect in the United States, Mexico or the United Kingdom;

(o) not permit  Clifford  to (i) change or amend its  Memorandum  or Articles of
Association or (ii) issue any shares or issue or sell any securities convertible
into or  exchangeable  for or carrying the right to, or options with respect to,
or warrants to purchase or rights to subscribe for, any shares or enter into any
agreement obligating it to do any of the foregoing; and

(p) not agree to take any of the foregoing actions.

8.2 Provision of  Transitional  Computer  Services8.2  Provision of Transitional
Computer Services.

The parties hereto, other than IPCO, agree to enter into good faith negotiations
with the  intent to  execute  upon  Closing  a  Transitional  Computer  Services
Agreement,  under  which for a period of up to six (6) months  after the Closing
Date (which period may be extended by mutual agreement of the parties  thereto),
Sellers will provide Buyer at Sellers' Monterrey operations with data processing
services and reasonable  access to computer hardware for use in operation of the
Business and Sellers' Monterrey  operations at the monthly cost of such services
as agreed upon by the parties; provided, however, that if at the time of Closing
such  parties  have not entered  into such  agreement,  then the  Sellers  shall
continue to provide to Buyer at the cost to Sellers such  services at a level at
which such services had been provided immediately prior to Closing.

8.3 Provision for Transitional  Employee Benefits

The parties hereto, other than IPCO, agree to enter into good faith negotiations
with the  intent to  execute  upon  Closing  a  Transitional  Employee  Benefits
Agreement,  under  which for a period of up to six (6) months  after the Closing
Date (which period may be extended by mutual agreement of the parties  thereto),
Sellers  will provide upon an  administrative  services  only basis the employee
benefits that are provided to employees of the Business; provided, however, that
if at the time of Closing such  parties  have not entered  into such  agreement,
then the Sellers shall  continue to provide to Buyer at the cost to Sellers such
services at a level at which such services had been provided  immediately  prior
to Closing.

8.4  Provision  of   Transitional   Administrative   Services

The parties hereto, other than IPCO, agree to enter into good faith negotiations
with the intent to execute upon Closing a Transitional  Administrative  Services
Agreement,  under  which for a period of up to six (6) months  after the Closing
Date (which period may be extended by mutual agreement of the parties  thereto),
Sellers will provide  Buyer with support  services that have  historically  been
provided to the  Business by Sellers at a cost that is agreed to by the parties;
provided,  however, that if at the time of Closing such parties have not entered
into such agreement,  then the Sellers shall continue to provide to Buyer at the
cost to  Sellers  such  services  at a level at  which  such  services  had been
provided immediately prior to Closing.

8.5 Lease of Office Space in Porter Street  Facility

The parties hereto, other than IPCO, agree to enter into good faith negotiations
with the intent to execute  upon  Closing a Lease  Agreement (a form of which is
attached  hereto as Exhibit  8.5) with  respect to the Porter  Street  Facility,
under which for a period of up to six (6) months  after the Closing  Date (which
period may be extended by mutual agreement of the parties thereto), Sellers will
lease to Buyer the office space that the Steering Wheels N.A. Business presently
occupies at the 1641 Porter Street, Detroit, Michigan.

8.6 Lease of Factory and Office Space in Monterrey,  Mexico Facility and License
of  Warehouse  in  Laredo,  Texas

(a) The  parties  hereto,  other  than  IPCO,  agree to enter  into  good  faith
negotiations  with the intent to execute upon Closing a Lease  Agreement (a form
of which is attached  hereto as Exhibit 8.6(a)) with respect to the Office Space
in Monterrey,  Mexico under which for a period of up to six (6) months after the
Closing  Date (which  period may be extended by mutual  agreement of the parties
thereto),  UTAS de Mexico  will  lease to the Buyer  the  factory  space and the
office space that the Steering Wheels N.A.  Business  presently  occupies at the
UTAS de Mexico facility in Monterrey, Mexico.

(b) The  parties  hereto,  other  than  IPCO,  agree to enter  into  good  faith
negotiations with the intent to execute upon Closing a License Agreement (a form
of which is attached hereto as Exhibit 8.6(b)) with respect to the Laredo, Texas
warehouse  under  which for a period of up to six (6) months  after the  Closing
Date (which period may be extended by mutual agreement of the parties  thereto),
UTAS will  license  to the Buyer  the right to access  and use a portion  of the
warehouse that UTAS presently occupies in Laredo, Texas.

8.7 Lease of Niles, Michigan Manufacturing  Facility

The parties hereto, other than IPCO, agree to enter into good faith negotiations
with the intent to execute  upon  Closing a Lease  Agreement (a form of which is
attached   hereto  as  Exhibit  8.7)  with   respect  to  the  Niles,   Michigan
Manufacturing  Facility  under  which  for a period  that will  commence  on the
Closing  Date and will end March 31,  1997,  or such later  date as is  mutually
agreed  upon by the  parties,  UTAS will lease to Buyer the Niles Plant that the
Steering Wheels N.A. Business presently operates.

8.8 Niles Employees

Subject to further negotiations and the execution of an agreement,  for a period
that will  commence on the  Closing  Date and will end on the earlier of (i) the
completion of the consolidation of the Steering Wheels N.A. Business  operations
at  the  Niles,  Michigan  Facility  into  the  Steering  Wheels  N.A.  Business
operations at the Grabill,  Michigan  Facility or (ii) June 30, 1997,  UTAS will
provide for continued  production of the steering  wheel  products the necessary
production, maintenance and salaried employees (who have not been transferred to
Grabill) at the Niles, Michigan Facility and will pass on, at its cost, the cost
of  providing  such  employees  directly  to  Buyer,  who shall pay such cost in
accordance with such agreement.

8.9 Filings

Buyer and Sellers shall, as soon as practicable,  file  Notification  and Report
Forms  under the HSR Act with the Federal  Trade  Commission  and the  Antitrust
Division of the  Department  of Justice with respect to this  Agreement  and the
transactions  contemplated hereby and shall use their respective best efforts to
respond as promptly as  practicable  to all inquiries  received from the Federal
Trade  Commission  or the  Antitrust  Division  for  additional  information  or
documentation  and Buyer shall take  promptly all other actions and do all other
things  necessary  to avoid or  eliminate  each and every  impediment  under any
antitrust law that may be asserted by any  governmental  antitrust  authority to
the  consummation of the transactions  contemplated by the Agreement.  Buyer and
Sellers shall use their respective  reasonable best efforts to promptly take all
such action as may be necessary  under United  States  federal,  state and other
laws  applicable  to or  necessary  for  the  consummation  of the  transactions
contemplated  hereby,  and will file and, if appropriate,  use their  respective
reasonable best efforts to have declared effective or approved all documents and
notifications  with all  governmental  or regulatory  authorities  that it deems
necessary or appropriate for the consummation of the  transactions  contemplated
hereby.

8.10  Payment  of  Clifford  Intercompany   Financing

At the Closing,  the Buyer, as owner of the Shares,  shall make a payment to the
Clifford Payees in an amount,  denominated in United States dollars,  sufficient
to repay in full the Clifford Intercompany Financing.  The Sellers shall provide
the Buyers with a notice on the third  business day  immediately  preceding  the
Closing  Date with the  specific  name or names of the  Clifford  Payees and the
specific wire  instructions  with respect to the payment in full of the Clifford
Intercompany Financing (the "Clifford Notice").

8.11 Supply Agreements

Sellers and their affiliates may, at Buyer's discretion, continue to provide the
following products to the Steering Wheels N.A. Business subsequent to Closing:

(a) Wire  Harnesses  for Chrysler ZJ - From United  Technologies  Automotive  de
Mexico plant in Chihuahua, Mexico;

(b) Metal Stampings - From UTAS' Sheridan Plant in Wauseon, Ohio; and

(c) PHN 131  Switches - From United  Technologies  Automotive's  Input  Controls
business unit, starting in the 1998 model year.

8.12 Retained Liabilities

The Sellers shall use reasonable  efforts to pay and  discharge,  as they become
due and payable,  all Retained  Liabilities  as defined in Section 4.2 hereof to
the extent that if such liabilities were not paid in a timely fashion,  it would
have a material adverse effect on Buyer's ongoing operation of the Business.

SECTION 9. EMPLOYMENT AND EMPLOYEE BENEFIT ARRANGEMENTS

9.1 Offer of Employment

Subject to this  Section 9, Buyer  shall  offer  employment,  commencing  on the
Closing  Date,  to all  persons  identified  in Exhibit  9.1 (such  persons  are
referred to herein collectively as the "Transferred  Employees" and individually
as a "Transferred Employee") at wages, salary, benefits, hours and conditions of
employment that are substantially equivalent in the aggregate to those in effect
immediately  prior to the Closing Date. It is anticipated  that Buyer will offer
employment to all employees of Grabill and all employees in the steering  wheels
operations at the Monterrey,  Mexico  Facility,  selected  employees at Niles as
identified in Exhibit 9.1 and all Steering Wheels N.A. Business employees at the
Porter Street Facility as identified in Exhibit 9.1.

Seller will reimburse Buyer for 50% of the amount of cash severance pay benefits
required by law pursuant to  applicable  statutory  provisions or as required by
the collective bargaining agreement referenced in Section 9.10 hereof to be paid
by Buyer as a result of the termination within fourteen months after the Closing
by Buyer of Transferred  Employees  employed at the Monterrey,  Mexico facility.
Buyer will notify Seller of any such termination, and Seller will use reasonable
efforts to offer such employees employment with other UTA operations.

Buyer  currently  provides its employees with the following  benefits:  medical,
dental,  life  insurance,   accidental  death  and  dismemberment,   short  term
disability, long term disability, dependent life insurance, deferred saving plan
(401k),  business travel  insurance and employee stock purchase plan. Buyer also
provides the following programs: vacation, holidays,  educational assistance and
long term employee  incentive plans.  With the exception of benefits provided to
Transferred  Employees under collective  bargaining agreements accepted by Buyer
hereunder,  Buyer shall,  on a corporate  wide,  aggregate  basis,  use its best
efforts  to  provide  benefits  and plans  within a  reasonable  time  after the
Closing,  but effective as of the Closing,  to all other  Transferred  Employees
that  are  substantially  equivalent  to those in  effect  immediately  prior to
Closing.  However,  notwithstanding  any specific  provision of Section 9 to the
contrary,  this shall not  constitute a commitment  that every plan currently in
place for the Transferred  Employees will be adopted or replaced.  It is Buyer'
intention to integrate the Transferred  Employees into its own  compensation and
benefit  structure,  with the expectation  that, taken in total, the benefits to
the  Transferred  Employees  will be  substantially  equivalent  to  those  they
currently  enjoy.  Buyer reserves the right, on a case by case basis, to provide
more or less benefits to any  individual  employee in order to apply its benefit
and compensation scheme consistently across Buyer's corporate structure.

9.2 Continuation of Employee Benefits

(a) Within a reasonable time after the Closing Date,  Buyer shall implement with
respect  to the  Transferred  Employees,  Plans  and  other  employee  benefits,
programs and arrangements substantially comparable in the aggregate to the Plans
and  other  employee  benefits,   programs  and  arrangements  provided  to  the
Transferred Employees of the Steering Wheels N.A. Business on September 20, 1996
and  identified  in the  disclosure  schedules.  The Plans  and  other  employee
benefits,  programs and  arrangements so implemented by Buyer shall be effective
as of the Closing Date and shall be  maintained  and provided by the Buyer until
one year after the  Closing  Date,  except as  otherwise  may be  provided  in a
collective   bargaining  agreement.   Notwithstanding  the  foregoing,   Buyer's
obligation to provide employee  benefits under this Section 9 shall not preclude
any changes in benefits or plan  provisions  necessary to comply with applicable
law or in order to qualify for favorable tax treatment.

(b) Within a  reasonable  time after the Closing  Date,  Buyer  shall  implement
severance  obligations,  practices,  and  policies  that are  comparable  to the
written  severance  plans,  programs and  arrangements in respect of Transferred
Employees  identified  in Exhibit  5.17,  with  service to Sellers  prior to the
Closing Date recognized in full for purposes of calculating  severance benefits.
The comparable severance obligations,  practices, and policies under the written
severance plans,  programs and arrangements in respect of Transferred  Employees
so  implemented  by Buyer shall be effective as of the Closing Date and shall be
maintained by Buyer until one year after the Closing Date.

(c) Effective as of the Closing Date and except as provided above,  Buyer hereby
assumes and agrees to honor the terms of all  collective  bargaining  agreements
affecting  Transferred Employees identified in Exhibit 5.16 except to the extent
any  such  employee   agreements  or  collective   bargaining   agreements   are
renegotiated.

(d) Buyer shall be responsible  for and cause to be paid in the normal course of
business the vacation and holiday pay of all Transferred  Employees  pursuant to
the terms and  conditions  of  applicable  collective  bargaining  agreements or
policies  established  by Buyer  pursuant to paragraph  (a) or this Section 9.2,
except to the extent any such collective bargaining agreements are renegotiated.

(e)  Buyer  shall  be  responsible  and  liable  for any  claim  in  respect  of
Transferred  Employees arising under any state worker's  compensation or similar
law which is based on any occurrence after the Closing.

(f) No provision  of this  Agreement  shall  create any  third-party-beneficiary
rights  in any  employee  or  former  employee  (including  any  beneficiary  or
dependent  thereof) of the Steering Wheels N.A. Business in respect to continued
employment or resumed employment except as otherwise provided herein.

9.3 Salaried Employees Retirement Plan

UTAS shall retain  responsibility  for benefits accrued through the Closing Date
under  the  United  Technologies  Corporation  Employees  Retirement  Plan  (the
"Sellers'  Salaried  Retirement  Plan") for all  Transferred  Employees who were
participants  in the Sellers'  Salaried  Retirement  Plan as of the Closing.  No
assets shall be  transferred  from the Sellers'  Salaried  Retirement  Plan as a
result of the consummation of the transactions contemplated hereby.

9.4 United Technologies Corporation Employee Savings Plan

Transferred  Employees with one-year  service (as  determined  under the defined
contribution  of Sellers in which they are  entitled  to  participate)  shall be
eligible  to   participate   immediately   in  Buyer's   tax-qualified   defined
contribution  employee  pension  benefit  plan  ("Buyer's  Savings  Plan").  For
purposes of  eligibility  and vesting  only,  Buyer's  Savings  Plan shall grant
credit  for all  service  of  Transferred  Employee  credited  under the  United
Technologies Corporation Employee Savings Plan (the "Sellers' Savings Plan"). If
Transferred  Employee receive lump sum cash outs from the Sellers' Savings Plan,
to the extent such distributions  consist of cash or cash equivalents and to the
extent it is permissible  under Buyer's  Savings Plan and the Code,  Transferred
Employees  shall be eligible to roll over such  distributions  within sixty (60)
days of the  distribution  into Buyer's Savings Plan. To the extent requested by
Transferred  Employees and  permissible  under Buyer's Savings Plan (and without
the  requirement  that Buyer amend such Plan),  Buyer shall cause the trustee of
Buyer's  Savings  Plan to accept from the trustee of Sellers'  Savings Plan cash
and cash  equivalents  representing  the account  balances  of such  Transferred
Employees under Sellers' Savings Plan.

9.5 Grabill Hourly Plan

As soon as practical  after,  but no later than sixty (60) days  following,  the
Closing,  Seller shall  provide  Buyer a valuation  of the Grabill  Plant Hourly
Pension Plan (the "Grabill Hourly Plan"). The parties agree to negotiate in good
faith the  assumption,  if  appropriate,  of the assets and  obligations  of the
Grabill Hourly Plan.

9.6 Welfare Plans

UTAS shall be responsible for any medical,  hospitalization,  survivor benefits,
life insurance,  disability, and other employee welfare benefit plan claims that
were incurred by any Transferred  Employee (or his covered  dependents) prior to
the Closing under  Sellers'  Plans that are employee  welfare  benefit plans and
Buyer shall be responsible  for any such claim that is incurred by a Transferred
Employee (or his covered  dependents)  after  Closing.  Pursuant to the Employee
Benefits Transition  Agreement,  UTAS shall, if requested by Buyer, act as agent
for Buyer in processing  such post- closing  claims,  and Buyer shall  reimburse
UTAS for benefits paid by UTAS (as agent for Buyer) under that Agreement.  Buyer
further  agrees  that  Sellers  shall have no  responsibility  in respect of the
Transferred  Employees  under  the  "continuation  coverage"  provisions  of the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or Part 6 of
Title I of ERISA or any  liability  under  section  4980B of the  Code,  as each
provision  is  in  effect  on  the  date  hereof,  solely  as a  result  of  the
consummation  of the  transactions  contemplated  hereby.  For  purposes of this
paragraph,  a claim  shall be deemed to be incurred on the date that the service
giving rise to the claim is rendered.

(b) To the extent  permitted under Buyer's  existing Plans,  the Plans and other
employee  benefits,  programs and arrangements  that are maintained by Buyer for
the  benefit  of  Transferred  Employees  after  the  Closing  Date and that are
employee  welfare  benefit  plans shall  provide that any  expenses  incurred by
Transferred  Employees  during 1996 on or before the Closing Date shall be taken
into account during the first plan year of such employee  welfare  benefit plans
for the  purpose  of  satisfying  deductible  or  coinsurance  requirements  and
satisfying  maximum  out-of-pocket  provisions  to the  same  extent  as if such
expenses had been incurred after the Closing Date.

9.7 Plant Closings

Buyer agrees that,  for a period of sixty (60) days  following the Closing Date,
Buyer  shall not cause a "plant  closing"  or "mass  layoff"  (as such terms are
defined in the Worker  Adjustment and Retraining  Notification  Act ("WARN")) to
occur or undertake any other actions requiring  notification pursuant to WARN to
union  representatives  and  affected  employees  of the  Steering  Wheels  N.A.
Business or units of local  government  where  employment  sites of the Steering
Wheels N.A. Business are maintained. Buyer further agrees and acknowledges that,
on and after the Closing Date, Buyer shall be solely  responsible for compliance
with any United States federal,  state, or local laws and  regulations,  and any
United  Kingdom laws and  regulations  relating to plant closings or substantial
layoff of personnel in respect of the  employment  sites of Clifford or Grabill.
Buyer will not be responsible for similar compliance in respect of employment at
the Monterrey, Mexico Facility and Niles, Michigan Facility.

9.8 Service Under Buyer's Plans

Buyer shall recognize all service of Transferred  Employees with Sellers and its
predecessors  under Buyer's  Savings Plan, and in accordance  with Sections 9.3,
9.4 and  9.5  and  other  employee  benefit  plans,  programs  and  arrangements
maintained by Buyer, and for all seniority and vesting purposes.

9.9 Treatment of Buyer and Sellers

Buyers  agree to treat,  and to cause  all of their  affiliates  to  treat,  the
Sellers and the Buyer as Predecessor and Successor  Corporations,  respectively,
pursuant to 26 CFR Section  31.13121 (a) (1)-(1)(b)  and 26 CFR Section  31.3306
(b)(1)-1(b) for purposes of computing the annual wage limitations  prescribed by
26 USC Section 3121 (a) (1) and 26 USC Section  3306 (b)(1) and the  regulations
thereunder.  Such treatment  shall apply to all persons  employed by the Sellers
and employed by the Buyer after the Closing.

The parties  further agree to handle all reporting  requirements  mandated by 26
USC Section 6011 (a) and 26 USC Section 6051(a) and the  regulations  thereunder
under the  procedures set forth in Section 5  ("Alternative  Procedure") of Rev.
Proc. 83-66,  1983- 36 I.R.S. 15. The parties shall cooperate in the exchange of
information as  contemplated  by this Section 9.9. The Buyer shall reimburse the
Sellers'  for any and all  penalties  assessed on the Sellers due to the Buyer's
failure to comply with 26 USC Section 6051(a) and regulations thereunder.

9.10 Assumption of Monterrey Collective Bargaining  Agreement

(a) Buyer agrees to assume the applicable  collective  bargaining  agreement for
the  employees  in the  steering  wheels  operations  of the  Monterrey,  Mexico
facility.  UTAS de Mexico shall  continue to provide and administer the employee
benefits of the hourly and salaried employees,  and Buyer will reimburse UTAS de
Mexico for such costs,  for a period of 6 months after the Closing,  after which
time Buyer will assume all  responsibility  for providing and administering such
employee benefits.

(b) Buyer and  Sellers  agree to  cooperate  by  making  available  to the other
information  regarding  the service of  Transferred  Employees  with Sellers and
Buyer to enable Buyer and Sellers to determine the  eligibility  of  Transferred
Employees to receive  retirement  benefits  under each of the  employee  pension
benefit plans.


SECTION 10. CONDITIONS OF CLOSING

10.1  Conditions  of the  Buyer's  Obligations

The obligations of the Buyer hereunder are subject to the satisfaction of all of
the following  conditions as of the Closing Date,  any of which may be waived by
the Buyer:

(a) each of the representations and warranties of the Sellers and IPCO contained
in this Agreement shall be true and correct in all material respects,  except to
the extent that any  inaccuracies in such  representations  and warranties shall
not have a material  adverse effect on the financial  condition or operations of
the Business taken as a whole.  For the avoidance of doubt,  it is  specifically
agreed that the loss of any customer(s) who are also competitors of the Buyer in
the manufacture of air bag products as a result of the  negotiations  leading up
to the transactions contemplated hereby, and any effects of such loss, shall not
be a material adverse effect for the purpose of this Section 10.1(a);

(b) the Sellers and IPCO shall have  performed in all  material  respects all of
their  covenants and agreements  hereunder and shall have delivered or caused to
be delivered the required documents,  instruments,  certificates and opinions at
the Closing as set forth in Section 11.1;

(c) no applicable statute, rule or regulation or order, decree or judgment of or
in any court or  tribunal  of  competent  jurisdiction  shall be in effect  that
prohibits Buyer from consummating the transactions contemplated hereby;

(d) all  consents,  approvals,  orders  or  clearances  of any  governmental  or
regulatory authority (including, without limitation, any approvals or clearances
of the Federal Trade Commission and the Antitrust  Division of the Department of
Justice  (including  under the HSR Act), the United Kingdom,  and other relevant
antitrust  authorities) the granting of which is required or appropriate for the
consummation of the  transactions  contemplated  hereby shall have been obtained
and all waiting periods  specified under applicable law, the expiration of which
is necessary for such consummation shall have passed;

(e) Sellers shall have delivered to Buyer in form reasonably acceptable to Buyer
and in proper form for recording when  appropriate,  such deeds,  bills of sale,
assignments, non-exclusive licenses and other good and sufficient instruments of
transfer  conveying and  transferring to Buyer the right,  title and interest of
Sellers in and to the Transferred Assets, the Know-how and the Shares; and

(f) IPCO shall have  delivered to Buyer in form  reasonably  acceptable to Buyer
assignments,  documents and other good and  sufficient  instruments  of transfer
conveying and transferring to Buyer the right,  title and interest of Sellers in
and to the Patent Rights.

10.2  Conditions  of the  Sellers'  Obligations

The obligations of the Sellers  hereunder are subject to the satisfaction of all
of the following  conditions as of the Closing Date,  any of which may be waived
by the Sellers:

(a) each of the  representations  and warranties of the Buyer  contained in this
Agreement shall be true and correct in all material respects;

(b) the Buyer shall have performed in all material respects all of its covenants
and  agreements  hereunder  to be  performed on or prior to the Closing Date and
shall  have  delivered  or  caused  to  be  delivered  the  required  documents,
instruments,  certificates  and  opinions at the Closing as set forth in Section
11.2;

(c) the  payments  described  in Section 3.1 due at the Closing  shall have been
paid by the Buyer;

(d) no applicable statute, rule or regulation or order, decree or judgment of or
in any court or  tribunal  of  competent  jurisdiction  shall be in effect  that
prohibits Sellers from consummating the transactions contemplated hereby;

(e) all  consents,  approvals,  orders,  or clearances  of any  governmental  or
regulatory authority (including, without limitation, any approvals or clearances
of the Federal Trade Commission and the Antitrust  Division of the Department of
Justice  (including  under the HSR Act), the United Kingdom,  and other relevant
antitrust  authorities) the granting of which is required or appropriate for the
consummation of the  transactions  contemplated  hereby shall have been obtained
and all waiting periods  specified under applicable law, the expiration of which
is necessary for such consummation, shall have passed; and

(f) Buyer shall have entered into an Assumption Agreement dated the Closing
Date, in form and substance  reasonably  satisfactory to Sellers,  in respect of
Buyer's assumption of the Assumed Liabilities.

(g) Buyer shall have  executed and  delivered  assignments,  documents and other
good  and  sufficient   instruments  of  transfer  contemplated  by  the  Patent
License-Back Agreement in form reasonably acceptable to Sellers.

SECTION 11. CLOSING DOCUMENTS

11.1 (a) The Sellers' Obligations

At the Closing,  the Sellers shall deliver or cause to be delivered to the Buyer
the following, in such form as counsel for the Buyer may reasonably request:

(1)  certified  copies of  resolutions  of the Boards of  Directors  of Sellers,
approving the execution, delivery and performance of this Agreement;

(2) a certificate  of an officer or officers of the Sellers that, to the best of
his or her knowledge and except as he or she may therein specify, the warranties
and  representations  of the  Sellers set forth in this  Agreement  are true and
correct in all material respects as of the Closing Date;

(3) a corporate  warranty deed to the real estate  described in Exhibit  2.1(a),
conveying  marketable  title in fee  simple  in such real  estate to the  Buyer,
subject only to the exceptions, encumbrances and restrictions (i) referred to in
Exhibit 5.7 as  applicable  to such real estate or (ii)  approved by the Buyer's
counsel;

(4) an executed bill of sale and general assignment covering all of the personal
property  to be  transferred  hereunder,  assignments  of UTAS's  interest in or
obligations  under all of the Assigned  Contracts or the Assumed  Liabilities in
effect on the Closing Date, as the case may be, and such other documents as are,
in the  reasonable  opinion of counsel for the Buyer,  necessary or desirable to
vest title to the Transferred Assets in the Buyer;

(5)  copies  of any  consents  received  to  the  assignments  of  the  Assigned
Contracts;

(6) copies of UTAS' plan to comply with its obligations under Section 8.1 of the
Hankook-Sheller Joint Venture Agreement;

(7) items identified in Section 3.3; and

(8) notwithstanding any language in this Section 11.1 (a) to the contrary, on or
before the third  business  day  immediately  preceding  the Closing  Date,  the
Sellers  shall  deliver  the  Clifford  Notice to the Buyer with  respect to the
Clifford Intercompany Financing.

(b) IPCO's Obligations

At the Closing,  IPCO shall  deliver to the Buyer  documents of transfer for the
Patent Rights in such form as counsel for the Buyer may reasonably request.

11.2 The Buyer's Obligations

At the Closing,  the Buyer shall deliver or cause to be delivered the following,
in such form as counsel for the Sellers may reasonably request:

(a)  certified  copies of the  resolutions  of the Board of  Directors  and,  if
necessary,   shareholders  of  Buyer  approving  the  execution,   delivery  and
performance of this Agreement;

(b) a  certificate  of an  officer  of  Buyer  that,  to the  best of his or her
knowledge  and  except as he or she may  therein  specify,  the  warranties  and
representations of the Buyer set forth in this Agreement are true and correct in
all material respects as of the Closing Date;

(c) evidence of one or more bank wire transfers in immediately  available  funds
to the accounts  designated by Sellers of the specific amounts that the Buyer is
required to pay at Closing pursuant to Section 3.1 and 8.10 hereof;

(d) a duly executed Assumption Agreement; and

(e) a duly executed Patent License-Back Agreement.

SECTION 12. CLOSING EXPENSES AND  APPORTIONMENTS

12.1  Sales  Tax and Other  Closing  Expenses

The Buyer and the Sellers shall pay equally all excise, sales,  transfer,  stamp
duty, stamp duty reserve tax, documentary, filing, recordation and other similar
taxes,  levies,  fees and charges,  if any (including  all real estate  transfer
taxes and conveyance and recording  fees, if any),  that may be imposed upon, or
payable or  collectible  or incurred in connection  with this  Agreement and the
transactions  contemplated hereby. All other expenses of Closing will be paid by
the party incurring such expense.

12.2 Apportionments

All prepaid items which are  transferred to the Buyer as part of the Transferred
Assets  or  are  applicable  to  the  Transferred   Assets  (including   without
limitation,  real estate and personal property taxes,  water and sewer rents, if
any,  utility  charges and fuel oil), and which relate to a period both prior to
and  subsequent to the Closing  Date,  will be  apportioned  between the parties
according to the number of days in the period covered by such prepaid item which
occurred  prior to and  subsequent  to the Closing Date,  respectively,  and the
Buyer  will pay to the  Sellers  at  Closing  the  amount of such  prepaid  item
allocable to the period subsequent to the Closing Date.

12.3  Obligation  to Pay Adjusted  Final  Purchase  Price

Nothing  contained  in  Section  12.1 or 12.2 shall be  construed  as a release,
limitation or other  modification  of the obligation of each party hereto to pay
or cause to be paid the full amount of any adjustment to the Cash Purchase Price
as described in Section  3.1(b)  which  becomes  payable by such party under the
terms of this Agreement.

SECTION 13. POST CLOSING  SURVIVAL AND  INDEMNIFICATION

13.1 Survival

Except  as  to  claims  which  are  barred  pursuant  to  Section  7.1(b),   all
representations,  warranties and covenants made in this Agreement shall survive,
and shall not be  extinguished  by, the Closing.  All such  representations  and
warranties and all claims and causes of action with respect  thereto (other than
the  provisions of Sections 7.2 and 7.3 and all claims and causes of action with
respect  thereto) shall  terminate upon expiration of one year after the Closing
Date,  provided that such termination  shall not affect the rights of a party in
respect of any claim made by such party with specificity, in good faith and in a
writing  received by the other party prior to the  expiration  of such  one-year
period as hereinafter provided.

13.2 The Sellers' Indemnification

The Sellers  hereby agree,  subject to the provisions  hereof,  to assume and to
indemnify and hold the Buyer harmless from and after the date of this Agreement,
against  and in  respect  of all  losses,  liabilities,  damages  or  reasonable
expenses   incurred   by  the  Buyer   (i)  that   result   from  any   material
misrepresentation,  breach of warranty or  nonfulfillment of any covenant on the
part  of the  Sellers  under  this  Agreement  or  contained  in any  agreement,
certificate or other  instrument  furnished by the Sellers at Closing,  provided
that such  claimed  losses,  liabilities,  damages or  reasonable  expenses  are
reasonably  itemized and described in a written notice of claim signed by a duly
authorized  officer of the Buyer and received by the Sellers within one (1) year
after the Closing Date  (subject to Sellers'  right to dispute such claim or any
portion  thereof)  or (ii)  arising  from or in  connection  with  any  Retained
Liabilities;  provided,  however, that any Environmental Claim shall be governed
by the  provisions  of Section  13.4 of this  Agreement,  and Buyer shall not be
entitled to recover for any such  Environmental  Claim  pursuant to this Section
13.2.

Notwithstanding  the foregoing,  the Sellers shall not be obligated to indemnify
and hold the Buyer  harmless for any such loss,  liability,  damage,  or expense
unless (i) the amount for which  indemnity would otherwise be due for any single
item of loss,  liability,  damage or  expense  exceeds  Fifty  Thousand  Dollars
($50,000),  or (ii) the total of all amounts for which indemnity would otherwise
be due for all such single items exceeds One Hundred Thousand Dollars ($100,000)
and then only up to twenty (20%) per cent of the Cash Purchase Price.

As a condition to any  liability  on the part of the Sellers  under this Section
13.2, the Buyer shall notify the Sellers in writing of any fact or  circumstance
which  may give rise to  liability  under  this  Section  13.2  with  reasonable
promptness  after such fact or circumstance  first comes to the attention of the
Buyer or any of its  officers,  agents or  employees,  and the Sellers and their
legal  representatives  shall  have,  at  the  Sellers'  election,  a  right  to
compromise  or defend  any such  matter  involving  asserted  liability  through
counsel of their own choosing at the Sellers' expense.  In the event the Sellers
undertake  to  compromise  or defend any such  liability,  they shall notify the
Buyer in writing  promptly  of their  intention  to do so,  and the Buyer  shall
cooperate  with the  Sellers  and their  counsel in the  compromising  of or the
defending  against any such  liabilities  or claims.  The  Sellers  shall not be
liable under this Section for any settlement of any such matter effected without
their prior written consent, nor shall they be liable to the Buyer for any costs
of litigation or settlement if the Sellers undertake the defense of the action.

13.3 The Buyer's Indemnification

The Buyer hereby  agrees,  subject to the  provisions  hereof,  to assume and to
indemnify  and hold the  Sellers and their  directors,  officers  and  employees
harmless  from and after the date of this  Agreement,  against and in respect of
any losses, liabilities,  damages or reasonable expenses incurred by the Sellers
(i) that  result  from any  material  misrepresentation,  breach of  warranty or
nonfulfillment  of any covenant on the part of the Buyer under this Agreement or
the Assumption  Agreement,  or contained in any other agreement,  certificate or
other instrument  furnished by the Buyer at Closing,  provided that such losses,
liabilities,  damages or expenses are  reasonably  itemized  and  described in a
written notice of claim signed by a duly  authorized  officer of the Sellers and
received by the Buyer within one (1) year after the Closing  Date,  (ii) arising
from or in connection  with any Assumed  Liabilities or (iii) arising from or in
connection  with the operation of the Business or the Real Property by the Buyer
after the Closing Date.

As a condition  to any  liability  on the part of the Buyer  under this  Section
13.3, the Sellers shall notify the Buyer in writing of any fact or  circumstance
which  may give rise to  liability  under  this  Section  13.3  with  reasonable
promptness  after such fact or circumstance  first comes to the attention of the
Sellers or any of their officers,  agents or employees,  and Buyer and its legal
representatives  shall have, at the Buyer's  election,  a right to compromise or
defend any such matter involving  asserted  liability through counsel of its own
choosing at the Buyer's expense. In the event the Buyer undertakes to compromise
or defend any such liability, it shall notify the Sellers in writing promptly of
its intention to do so, and the Sellers shall  cooperate  with the Buyer and its
counsel in the compromising of or the defending  against any such liabilities or
claims. The Buyer shall not be liable under this Section for any settlement
of any such matter effected without its prior written consent,  such consent not
to be unreasonably withheld.

13.4 Environmental Indemnification

(a) Subject to the  conditions,  agreements  and  limitations  set forth in this
Section 13.4,  the Sellers shall  indemnify and hold harmless the Buyer from and
against an amount  equal to ninety  percent  (90%) of all  losses,  liabilities,
fines, damages or reasonable expenses incurred by the Buyer that result from any
Environmental Claim (as hereinafter defined).  The Buyer shall be liable for the
balance of such losses, liabilities,  fines, damages or expenses incurred by the
Buyer.

(b) The Buyer shall  provide the Sellers and Sellers'  agents with access to the
Indemnified  Property  and to the Buyer's  books and records for the purposes of
inspecting,   testing,  auditing,   installing  and  maintaining  equipment  and
performing  such other  actions as may be necessary or convenient to the Sellers
in  performing  its  obligations  under this Section  13.4 and in verifying  the
performance by the Buyer of its obligations under this Section 13.4.

(c) The Buyer shall cooperate in any way reasonably  requested by the Sellers to
enable the Sellers to perform their  obligations  under this Section 13.4.  Such
cooperation shall include, but not be limited to, notifying the Sellers promptly
of any  release of any  Hazardous  Substance  and of any  change in the  Buyer's
Hazardous  Waste  management  practices at the Indemnified  Property.  The Buyer
shall  cooperate  in any way  reasonably  requested  by the  Sellers in order to
effect  the  lawful  disposition  of any  Hazardous  Waste and other  substances
recovered,  generated or otherwise resulting from Sellers'  performance of their
obligations under this Section 13.4, including obtaining any necessary generator
identification numbers.

(d) The Sellers shall have the right in  consultation  with Buyer to conduct all
discussions and negotiations  with all  governmental  agencies and third parties
with  respect to matters  that are  related to, or may result in, a claim by the
Buyer for  indemnity  under this Section 13.4,  and the Sellers  shall  promptly
inform the Buyer of all material  developments and negotiations relating to such
matters.  The Buyer shall not  disclose  to or discuss  with any third party the
terms of this  Section  13.4 or any matter  related to, or that may result in, a
claim by the Buyer for  indemnity  under this  Section  13.4  without  the prior
written consent of the Sellers.

(e) If the  Sellers'  obligations  under this  Section 13.4 require any removal,
remedial or corrective  action with respect to any  environmental  medium,  such
action shall be under the control of the Sellers and the Sellers' obligations to
the Buyer  under this  Section  13.4 shall have been  satisfied  if the  Sellers
perform such  removal,  remedial or  corrective  action in  accordance  with the
applicable  state,  local or federal  industrial site  remediation  standards in
effect on the Closing Date or agency approval.

(f) Upon receipt of timely  notice of any  threatened  or pending  Environmental
Claim that may result in a claim by the Buyer for  indemnity  under this Section
13.4,  together with appropriate  evidence in support of such claim, the Sellers
shall assume, or cause to be assumed,  the defense of such Environmental  Claim,
in which event the  Sellers  shall be deemed to have been  authorized  to act in
their sole  discretion  to defend  against or to compromise  such  Environmental
Claim  by  whatever  means  they  determine  to  be  appropriate  provided  such
compromise shall not cause a material adverse effect to Buyer's operations,  and
to direct and  conduct,  as they see fit, all  negotiations  and  litigation  in
connection with such Environmental  Claim. The Sellers shall promptly notify the
Buyer of all material  developments  concerning such defense,  and, if the Buyer
elects to employ separate counsel (at the Buyer's  expense),  such counsel shall
be  entitled  to  participate  in such  defense;  provided,  however,  that such
participation  shall not  include  the  taking of any action  that the  Sellers'
counsel  deems adverse to the Sellers'  interests.  Upon giving timely notice of
any Environmental  Claim, the Buyer shall have no further  obligation under this
Section 13.4 with  respect to such  Environmental  Claim,  except that the Buyer
shall  cooperate  with the  Sellers  in the  defense or  compromise  of any such
Environmental Claim including, without limiting the generality of the foregoing,
providing  such  access  to  the  Indemnified  Property,  documents,  and  other
information and assistance as the Sellers may reasonably request.

(g) The  provisions  of Section 13.2 of this  Agreement  shall not apply to this
Section 13.4. In no event shall the Sellers be obligated under this Section 13.4
to make  any  payments  or to  incur  any  obligations  in an  aggregate  amount
exceeding One Million Dollars ($1,000,000).  The Sellers' indemnity hereunder is
for the  exclusive  benefit of the Buyer and shall not be for the benefit of any
other person or entity. The Buyer's rights, interests and obligations under this
Section 13.4 may not be assigned by it but may be assigned by operation of law.

(h) Notwithstanding any other provision of this Agreement to the contrary,  with
respect to  Environmental  Claims the Sellers shall not be required to indemnify
or hold harmless the Buyer or otherwise compensate the Buyer:

(i) unless, with respect to the Environmental Claim in question:  (a) a legal or
administrative  proceeding has been  commenced by the second  anniversary of the
Closing Date and (b) the Buyer has provided to the Sellers written notice of the
Environmental Claim (including all documentation and information related to such
Environmental  Claim that is  available to the Buyer) no later than fifteen (15)
business  days after the Buyer  becomes  aware that the  Environmental  Claim is
pending;

(ii) to the extent that the  Environmental  Claim in question  results or arises
from the Buyer's or a third party's  activities,  operations or conduct or by an
act of God or war after the Closing Date;

(iii) if the Buyer  fails to perform any of the  obligations  it owes to Sellers
under this Section 13.4;

(iv)  to the  extent  that  the  Buyer  would  have  been  responsible  for  the
Environmental  Claim  in  question  even  if the  Buyer  had  not  acquired  the
Transferred Assets or Shares as the case may be;

(v) to the extent any  Environmental  Condition is exacerbated after the Closing
Date by the release of any  Hazardous  Substance or by any other act or omission
of the Buyer or of any third persons; or

(vi) unless and until the aggregate of all losses,  liabilities,  fines, damages
and reasonable expenses incurred by Buyer that result from Environmental  Claims
exceeds Fifty Thousand Dollars  ($50,000) and then only up to an amount equal to
One Million Dollars ($1,000,000).

(i) Except as provided in this Section 13.4,  the Buyer agrees that it shall not
have (and shall not make or attempt to assert) any claim  against  the  Sellers,
for  indemnity,  contribution,  or otherwise  with respect to any  Environmental
Condition or for indemnity,  contribution or otherwise under any other provision
of this  Agreement,  the Resource  Conservation  and  Recovery  Act of 1976,  as
amended ("RCRA"),  the Comprehensive  Environmental  Response,  Compensation and
Liability Act, as amended, 42 U.S.C. Section 9601 et seq.  ("CERCLA"),  or other
federal, state, local, common or statutory law, regulation,  ordinance, order or
similar requirement now or hereafter enacted, amended or promulgated, protecting
or  regulating  or  creating a duty in  connection  with human  health,  natural
resources or the environment.

(j) For  purposes  of this  Section  13.4,  the  following  terms shall have the
meaning set forth below:

"Environmental Claim" shall mean any legal or administrative proceeding, whether
pending or  commenced,  before or after the Closing  Date,  by any  governmental
agency or other  third  party as a result  of any  Environmental  Condition  and
brought under any Environmental Law existing on or before the Closing Date.

"Environmental  Condition" shall mean the presence of any Hazardous Substance or
Hazardous Waste, at the Indemnified Property in the surface water,  groundwater,
soil,  above ground or underground  tanks or other  containers,  or ambient air,
which  resulted from the Sellers'  operation of the Business at the  Indemnified
Property prior to the Closing Date.

"Environmental  Law"  shall mean (i) any law,  statute,  regulation,  order,  or
directive of a federal,  state or local governmental  entity and (ii) any common
law doctrine  (including,  but not limited to contractual  theories or causes of
action and tort  doctrines  such as  negligence,  nuisance,  trespass and strict
liability or any equitable  doctrine  (including,  but not limited to injunctive
relief), in each case as in effect on the Closing Date.

"Hazardous  Substance"  shall  mean (i) any  "hazardous  substance"  within  the
meaning  of  Section  101 (14) of CERCLA  or any  counterpart  provision  of any
similar  state or local law,  (ii) any  "pollutant  or  contaminant"  within the
meaning  of  Section  101 (33) of CERCLA  or any  counterpart  provision  of any
similar  state or local  law and  (iii)  petroleum,  including  crude oil or any
fraction thereof, natural gas, liquefied natural gas and synthetic gas.

"Hazardous  Waste" shall mean a waste which is  identified  as such  pursuant to
Section 3001 of RCRA.

"Indemnified  Property"  shall mean the Real  Property and the real  property at
which Clifford conducts its operations.

13.5 Exclusive Remedy

The Buyer hereby  acknowledges and agrees that, from and after the Closing,  its
sole remedy with  respect to any and all claims  relating to the  Business,  the
Transferred  Assets or the subject matter of this Agreement shall be pursuant to
the  indemnification  provisions set forth in this Section 13. In furtherance of
the  foregoing,  the Buyer hereby  waives,  from and after the  Closing,  to the
fullest extent permitted by law, any and all other rights,  claims and causes of
action it may have against the Sellers or their officers, directors,  employees,
agents, representatives and affiliates relating to the Business, the Transferred
Assets or the subject matter of this Agreement.

13.6 Lost Profits and Special Damages

Notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
Sellers  shall  not be  required  to  indemnify  or hold  harmless  the Buyer or
otherwise  compensate  the  Buyer  for  damage  to  reputation,   lost  business
opportunities,  lost profits, mental or emotional distress, incidental, special,
exemplary,   indirect  or  consequential  damages,  interference  with  business
operations or diminution of the value of the Real Property.

SECTION 14. TERMINATION

14.1 Termination of Agreement

The  obligation  of the  parties  hereto to  consummate  the  purchase  and sale
contemplated hereby may be terminated and abandoned at any time on or before the
Closing Date,  without cost,  expense or liability to the other party, by mutual
written  consent of the parties  hereto,  or by and at the option of the Sellers
upon written notice to the Buyer if, for any reason,  the Closing Date shall not
have  occurred on or before  November 30, 1996, or at the option of either party
hereto,  so long as such party is not in material  breach of any  provisions  of
this  Agreement,  upon written notice to the other if any temporary  restraining
order,   preliminary  or  permanent  injunction  or  other  legal  restraint  or
prohibition preventing the consummation of the transactions contemplated by this
Agreement  shall be in effect,  or an action or  proceeding  seeking  damages in
connection with the  acquisition of the  Transferred  Assets has been instituted
and an  adverse  decision  in such  action or  proceeding  would have a material
adverse effect on such party, the Transferred Assets or the Business.

14.2 Effect of Termination

Termination  of this Agreement  pursuant to this Section 14 shall  terminate all
obligations of the parties hereto; provided,  however, that termination pursuant
to Section 14.1 shall not relieve the  defaulting or breaching  party  hereunder
from any  liability  to the other  party  hereto  resulting  from the default or
breach  hereunder of such  defaulting or breaching  party occurring prior to the
date of termination.  If this Agreement is terminated pursuant to the provisions
of this Section 14, the provisions  set forth in Sections  7.1(c),  13.2,  13.3,
14.2, 14.3, 16.1, 16.2, 16.6, and 16.14 shall survive any such termination.

14.3 Return of Information

If for any  reason  whatsoever  the  sale and  purchase  of the  Shares  and the
Steering  Wheels N.A.  Business  pursuant to this Agreement is not  consummated,
Buyer shall, in addition to its obligations under the  Nondisclosure  Agreement,
upon request from  Sellers,  promptly  return to Sellers all books,  records and
documents  (including  all  copies,  if  any,  thereof)  furnished  by  Sellers,
Clifford,  Smith Barney Inc., or any of their respective agents,  employees,  or
representatives.

SECTION 15. USE OF TRADEMARKS AND TRADE  NAMES

15.1 Trademarks and Trade Names

Other  than on  purchase  orders and  invoices,  the Buyer may  continue  to use
existing packaging, advertising literature and the like until the supply of such
documents is exhausted or until six (6) months after the Closing Date, whichever
is  earlier;  provided,  however,  the  Buyer  shall  cause a label  or  stamped
disclaimer,  in a form  satisfactory to Sellers,  to be placed on all packaging,
advertising literature and the like which bears a trademark,  logo, service mark
or trade name of the Sellers which are  distributed  or sold during this six (6)
month period.  Subsequent to the Closing,  the Buyer shall utilize only purchase
orders (and associated  documents) and invoices (and associated  documents) with
the Buyer's name (not the Sellers') clearly imprinted.  Subject to Section 15.2,
Buyer shall be provided a  reasonable  opportunity  to remove from or cover each
trademark,  logo,  service mark or trade name of the Sellers that appears on all
equipment, tools and dies, but where such removal or covering is uneconomical or
impractical,  Sellers and Buyer agree to enter into good faith negotiations with
an intent to agree upon reasonable alternatives to such removal or covering.

15.2 Representations as to Products

Under no circumstances shall the Buyer or its affiliates make any representation
that  the  Business  products  are  either  manufactured,   assembled,  sold  or
maintained by or are the products of the Sellers or their affiliates.

SECTION 16. MISCELLANEOUS

16.1 Public Announcements

Any public  announcements or similar publicity with respect to this Agreement or
the transactions contemplated herein shall only be made at such time and in such
manner as the parties  hereto  shall agree in writing;  provided,  that  nothing
herein  shall  prevent  either  party upon  notice to the other from making such
public announcements as such party's counsel may advise such party in writing to
make in order to satisfy that party's legal or  contractual  obligations in such
regard.

16.2 Costs and Expenses

Except as  expressly  otherwise  provided in this  Agreement,  each party hereto
shall bear its own costs and expenses in connection  with this Agreement and the
transactions contemplated hereby.

16.3 Passage of Title and Risk of Loss

Legal title,  equitable  title and risk of loss with respect to the property and
rights  to be  transferred  hereunder  shall  not pass to the  Buyer  until  the
property or right is transferred at the Closing  hereunder;  provided,  however,
that if there is any loss of any  material  portion  of the  Transferred  Assets
between the date hereof and the  Closing  and the Buyer  elects to complete  the
Closing  without  reduction of the Cash Purchase  Price on account of such loss,
the Buyer shall be  entitled  to the  proceeds  of any  insurance  payable  with
respect  to the  loss of such  Transferred  Assets,  excluding  proceeds  of any
business interruption insurance from the date hereof to the Closing Date.

16.4 Waiver of Compliance with Bulk Sales Law

The Buyer hereby  waives  compliance  by the Sellers with the  provisions of any
applicable  Bulk Sales Law. The Sellers  hereby agree to indemnify  and hold the
Buyer harmless from any loss, cost or liability (including reasonable attorneys'
fees)  incurred by the Buyer as a result of such  non-compliance;  provided that
nothing  herein shall prevent the Sellers from  contesting any liability in good
faith.

16.5 Knowledge of Sellers

For  purposes  of this  Agreement,  a fact  shall be  deemed  to be  within  the
"knowledge  of the  Sellers"  if it is  actually  known to one of the  executive
officers of UTA, UTAS, or Clifford, whose names are listed in Exhibit 16.5.

16.6 Notices

All notices  required or  permitted  hereunder  shall be in writing and shall be
deemed to be  properly  given  when  personally  delivered  or by  certified  or
registered  first  class  mail,  postage  prepaid,  (return  receipt  requested)
properly  addressed to the party  entitled to receive such notice at the address
stated below:

If to Buyer:

BREED Technologies, Inc. 
5300 Old Tampa Highway 
Lakeland, FL 33811
Attention: President

With a copy to:

BREED Technologies, Inc.
53000 Old Tampa Highway 
Lakeland,  FL  33811
Attention: General Counsel

If to Sellers or IPCO:

United Technologies Automotive, Inc.
5200 Auto Club Drive
Dearborn, Michigan 48126-9982
Attention: Vice President-Business Development
and Legal Affairs

With a copy to:

United Technologies Automotive, Inc.
5200 Auto Club Drive
Dearborn, Michigan 48126-9982
Attention: General Counsel

Any notice given by mail shall be effective when received.

16.7 Exhibits

The Exhibits  attached to this  Agreement are made a part of this  Agreement for
all purposes  hereof.  The  information  contained in the Exhibits  shall not be
deemed to  constitute  an admission by Sellers or Buyer or otherwise  imply that
any such information is material for purposes of this Agreement or otherwise.

16.8 Successors and Assigns

This  Agreement  shall be  binding  upon and shall  inure to the  benefit of the
parties hereto and their respective successors and permitted assigns,  except as
expressly  otherwise  provided in this  Agreement,  but neither party hereto may
assign any of its rights or  liabilities  hereunder  without  the prior  written
consent of the other party hereto, such consent not to be unreasonably withheld.

16.9 Further Actions

From time to time after the date of this  Agreement,  as and when  requested  by
either party  hereto,  the Sellers or the Buyer shall  execute and  deliver,  or
cause to be executed and  delivered,  such documents and  instruments  and shall
take,  or cause to be taken,  such further or other  actions as the Buyer or the
Sellers may deem  necessary or desirable to carry out the intent and purposes of
this Agreement,  to convey,  transfer,  assign and deliver to the Buyer, and its
successors and permitted  assigns,  the  Transferred  Assets,  the Shares or the
Assumed  Liabilities (or to evidence any of the foregoing) and to consummate and
give effect to the other  transactions,  covenants and  agreements  contemplated
hereby.  The Buyer shall  assist the Sellers in the settling of any dispute with
reference to any  liability  retained by the Sellers,  including  using its best
efforts to have its officers and other  employees  cooperate with the Sellers at
their  request,  on and after  the  Closing  Date,  in  furnishing  information,
evidence,  testimony  and  other  assistance  in  connection  with any  actions,
proceedings, arrangements or disputes based upon contracts, arrangements or acts
of the Sellers which were in effect or occurred on or prior to the Closing Date.

16.10 Waiver,  Discharge,  Amendment,  Etc.

This Agreement may not be released,  discharged,  abandoned, changed, amended or
modified in any manner,  except  pursuant to Section 14 or by an  instrument  in
writing signed on behalf of each of the parties hereto by their duly  authorized
officers or  representatives.  The failure of any party hereto to enforce at any
time any of the provisions of this Agreement  shall in no way be construed to be
a waiver of any such  provision,  nor in any way to affect the  validity of this
Agreement or any part thereof or the right of any party  thereto to enforce each
and every such  provision.  No waiver of any breach of this  Agreement  shall be
held to be a waiver of any other or subsequent breach.

16.11 Captions

The  Captions  appearing  in this  Agreement  are  inserted  only as a matter of
convenience and as a reference and in no way define, limit or describe the scope
or intent of this Agreement or any of the provisions hereof.

16.12 Governing Law

ALL QUESTIONS  CONCERNING THE CONSTRUCTION,  VALIDITY AND INTERPRETATION OF THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAW
OF THE STATE OF MICHIGAN,  WITHOUT  GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS
OF LAW.

16.13 Jurisdiction and Venue

Buyer and Sellers hereby irrevocably and unconditionally submit to the exclusive
jurisdiction  of the state and federal courts located in Wayne County,  State of
Michigan,  for any actions,  suits, or proceedings arising out of or relating to
this Agreement and the transactions  contemplated  hereby (and Buyer and Sellers
agree not to commence any action,  suit or proceeding relating thereto except in
such courts), and further agree that service of any process,  summons, notice or
document  by U.S.  registered  mail to its  address  set  forth  above  shall be
effective service of process of any action,  suit or proceeding  brought against
it in any such court. Buyer and Sellers hereby  irrevocably and  unconditionally
waive any  objection  to the laying of venue of any action,  suit or  proceeding
arising out of this Agreement or the  transactions  contemplated  hereby in such
state or  federal  courts  as  aforesaid  and  hereby  further  irrevocably  and
unconditionally waive and agree not to plead or claim in any such court that any
such action, suit or proceeding brought in any such court has been brought in an
inconvenient  forum.  Sellers and Buyer waive any rights they may have to a jury
trial.

16.14 Rights of Persons Not Parties

Other than as expressly  provided in this Agreement,  nothing  contained in this
Agreement  is intended to confer upon any person  other than the parties  hereto
any rights, benefits or remedies.

16.15 Counterparts

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed to be an original,  but all of which shall be  considered  one and the
same instrument.

16.16 Entire Agreement

This Agreement and the Assumption  Agreement  including the Exhibits  hereto and
the   documents   referred  to  therein,   shall  (with  the  exception  of  the
nondisclosure  agreement  executed by the parties as of May 20, 1996) constitute
the entire  agreement  between  the parties  hereto with  respect to the subject
matter  hereof and shall  supersede all previous  negotiations,  understandings,
agreements,  commitments,  and writings  with  respect to such  subject  matter.
Matters  disclosed in any Exhibit,  related  agreement,  certificate,  document,
instrument or other  writing  referred to herein shall be deemed to be disclosed
in any other Exhibit, related agreement,  certificate,  document,  instrument or
other writing referred to herein.

16.17 Severability

In the event any of the provisions,  or portions thereof,  of this Agreement are
held to be unenforceable or invalid by any court of competent jurisdiction,  the
validity and  enforceability of the remaining  provisions,  or portions thereof,
shall not be affected  thereby.  Any provision so held  unenforceable or invalid
shall be  reformed  by such  court  to  reflect  the  construction  most  nearly
approximating the intent of such provision which shall be valid and enforceable,
and the parties hereto hereby agree to such provision as reformed.

16.18 Non-Competition Agreement

(a) For a period of three (3) years after the Closing  Date,  Sellers or a joint
venture  in which  Sellers  participate,  the  principal  purpose of which is to
manufacture   Competing  Products  (as  defined  herein),   shall  not  develop,
manufacture, market or sell the following:

(i) Steering Wheels

products that are part of the steering wheel control system  currently  produced
as part of the Business,  are  connected to the steering  column and are used to
control the direction of the vehicle, or

(ii) Steering Wheel Air Bag Covers

products that are housed within or are an extension of the steering column,  are
an  integrated  portion of the steering  wheel safety  restraint  system and are
integrated  within  the  steering  wheel as  currently  produced  as part of the
Business  (the  products  described in this  Section  16.18(a)(i)  and (ii),  as
limited by the time period noted in Section 16.18(a) and the geographic scope as
noted in Section 16.18(b),  are herein referred to as the "Competing Products");
provided,  however,  that  Sellers  shall not be in  violation  of this  Section
16.18(a) as a result of the  acquisition by it of any business,  the revenues of
which are attributable to any such Competing Products, so long as Sellers within
one year of such  acquisition  sell such portions of the acquired  business that
produce, manufacture and distribute the Competing Products.

(b) The geographic scope of this  Non-Competition  Agreement shall be the United
States,  the United  Kingdom  and any other  country in which the  Sellers  have
conducted a material  portion of its Business  during the two years prior to the
Closing Date.

(c) The parties hereto agree that the duration and geographic  scope of the non-
competition provision set forth in this Section 16.18(a) and (b) are reasonable.
In the  event  that any  court of  competent  jurisdiction  determines  that the
duration  or the  geographic  scope,  or both,  are  unreasonable  and that such
provision  is to that extent  unenforceable,  the parties  hereto agree that the
provision shall remain in full force and effect for the greatest time period and
in the  greatest  geographic  area that would not render it  unenforceable.  The
parties  intend  that  this  non-competition  provision  shall be deemed to be a
series of separate  covenants,  one for each and every  county of each and every
state of the United States of America and each and every  political  subdivision
of each and every  country  outside  the  United  States of  America  where this
provision  is intended to be  effective.  The Sellers  agree that damages are an
inadequate  remedy for any breach of this provision and that the Buyer shall, to
the extent  permitted by law and the principals of equity,  whether or not Buyer
is pursuing any potential  remedies at law, be entitled to seek equitable relief
in the form of  preliminary  and  permanent  injunctions  without  bond or other
security upon any actual or threatened breach of this non-competition provision.

(d) Notwithstanding the foregoing,  it is expressly agreed and acknowledged that
the Sellers shall,  without being in violation of this Section  16.18,  begin or
continue to develop,  manufacture,  market or sell the following:  (i) other air
bag covers for  interior  products  that  include or are part of the  automotive
safety  restraint  system  other  than as  described  in  Section  16.18(a)(ii),
including,  but not limited to, instrument panels,  door panels,  headliners and
seats and (ii) electrical,  electronic and  electro-mechanical  automotive parts
and  components  that may be attached  upon,  integrated  in or incidental to an
automotive  steering  wheel,  steering  wheel  column or steering  wheel air bag
cover.

16.19 No  Solicitation  or Hiring of Former  Employees

Except as provided by law,  for a period of three years after the Closing  Date,
Sellers shall not (a) solicit any  Transferred  Employee to terminate his or her
employment  with the Buyer or to become an employee of Sellers,  or (b) hire any
Transferred Employees without the written consent of Buyer.

IN WITNESS WHEREOF,  each of the parties hereto has duly executed this Agreement
as of the date first written above.


                                                    UT AUTOMOTIVE, INC.
                                                    By /s/ Edward M. Mahon, Jr.
                                                    Name:  Edward M. Mahon, Jr.
                                                    Title: Representative

                                                    UNITED TECHNOLOGIES
                                                    AUTOMOTIVE SYSTEMS, INC.
                                                    By /s/ Edward M. Mahon, Jr.
                                                    Name:  Edward M. Mahon, Jr.
                                                    Title: Assistant Secretary

                                                    UNITED TECHNOLOGIES
                                                    AUTOMOTIVE SYSTEMS de
                                                    MEXICO, S.A. de C.V.
                                                    By /s/ Edward M. Mahon, Jr.
                                                    Name:  Edward M. Mahon, Jr.
                                                    Title: Assistant Secretary

                                                    IPCO, INC.
                                                    By /s/ Edward M. Mahon, Jr.
                                                    Name:  Edward M. Mahon, Jr.
                                                    Title: Representative

                                                    BREED TECHNOLOGIES, INC.
                                                    By  /s/ Stuart D. Boyd
                                                    Name: Stuart D. Boyd
                                                    Title: Assistant Secretary

INDEX OF DEFINED TERMS

         TERMS                                              LOCATION
         "Adjusted Final Purchase Price"                    Section 3.1(b)
         "Allocation Certificate"                           Section 3.2
         "Antitrust Laws"                                   Section 5.4
         "Assigned Contracts"                               Section 2.1(d)
         "Assumed Liabilities"                              Section 4.1
         "Business"                                         1ST Whereas Clause
         "Buyer's Grabill Plan"                             Section 9.5(b)
         "Buyer's Savings Plan"                             Section 9.4
         "Buyer"                                            Preamble
         "Cash Purchase Price"                              Section 3.1
         "CERCLA"                                           Section 13.4(i)
         "Clifford"                                         1ST Whereas Clause
         "Clifford Intercompany Financing"                  Section 5.2(b)
         "Clifford Notice"                                  Section 8.10
         "Clifford Payees"                                  Section 5.2(b)
         "Closing"                                          Section 1
         "Closing Date"                                     Section 1
         "Closing Date Balance Sheet"                       Section 3.1(b)
         "Closing Date Net Working Capital"                 Section 3.1(b)
         "Code"                                             Section 5.17(a)
         "Competing Products"                               Section 16.18(a)(ii)
         "Consent"                                          Section 5.19
         "Environmental Claim"                              Section 13.4(j)
         "Environmental Condition"                          Section 13.4(j)
         "Environmental Law"                                Section 13.4(j)
         "ERISA"                                            Section 5.17(a)
         "Excluded Assets"                                  Section 2.2
         "Exon-Florio Act"                                  Section 5.4
         "Fixtures"                                         Section 5.23
         "Hankook"                                          7TH Whereas Clause
         "Hankook Interest"                                 7TH Whereas Clause
         "Hazardous Substance"                              Section 13.4(j)
         "Hazardous Waste"                                  Section 13.4(j)
         "HSR Act"                                          Section 5.19
         "Indemnified Property"                             Section 13.4(j)
         "Intellectual Property"                            11TH Whereas Clause
         "Interim Balance Sheet"                            Section 3.1(b)
         "Interim Net Working Capital"                      Section 3.1(b)
         "IPCO"                                             Preamble
         "Joint Venture Agreement"                          Section 2.4
         "Know-how"                                         Section 2.5
         "Leases"                                           Section 5.9
         "Material Contract"                                Section 5.12
         "Patent Rights"                                    Section 2.5
         "Permitted Encumbrances"                           Section 5.7
         "Plans"                                            Section 5.17(a)
         "RCRA"                                             Section 13.4(i)
         "Real Property"                                    Section 2.1(a)
         "Records"                                          Section 2.1(i)
         "Retained Liabilities"                             Section 4.2
         "Sellers' Grabill Plan"                            Section 9.5(a)
         "Sellers' Salaried Retirement Plan"                Section 9.3
         "Sellers' Savings Plan"                            Section 9.4
         "Sellers"                                          Preamble
         "Shares"                                           6TH Whereas Clause
         "Steering Wheels N.A. Business"                    1ST Whereas Clause
         "Subsidiary"                                       Section 5.2(a)
         "Transferred Assets"                               Section 2.1
         "Transferred Employees"                            Section 9.1
         "UTA"                                              Preamble
         "UTAS"                                             Preamble
         "UTAS de Mexico"                                   Preamble
         "WARN"                                             Section 9.7