SHILOH INDUSTRIES INC
SUPPLY AGREEMENT BETWEEN MTD & SHILOH CORP.
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>dex106.txt
<DESCRIPTION>SUPPLY AGREEMENT BETWEEN MTD & SHILOH CORP.
<TEXT>
<PAGE>

                                                                    Exhibit 10.6

                         MANUFACTURING SUPPLY AGREEMENT
                              (SHILOH CORPORATION)

     This Manufacturing Supply Agreement ("Agreement") is made and entered into
effective as of the 10th day of May, 2002, by and between MTD PRODUCTS INC, an
Ohio corporation ("MTD") and SHILOH CORPORATION, an Ohio corporation ("Shiloh").

                              W I T N E S S E T H:

     WHEREAS, MTD is in the business of the development, manufacture, sale and
distribution of lawn and garden products and associated attachments and
accessories; and

     WHEREAS, Shiloh is primarily in the business of the development,
manufacture and sale of automotive parts and is also involved in the manufacture
and sale to MTD of components parts for outdoor power equipment; and

     WHEREAS, MTD concurrently with the execution of this Agreement has
purchased certain assets utilized by Shiloh to manufacture certain parts for
MTD; and

     WHEREAS, the parties desire to define a certain manufacturing supply
agreement whereby MTD will purchase from Shiloh and Shiloh will sell to MTD
certain parts on the terms and conditions set forth herein; and

     WHEREAS, Shiloh will also utilize such assets on behalf of other customers
of Shiloh and Shiloh will make rental payments to MTD for use of such assets.

     NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, the parties hereby agree as
follows:

     1.   Manufacturing Equipment. Concurrently with the execution of this
Agreement, MTD and Shiloh have executed a Purchase Agreement pursuant to which
MTD purchased from Shiloh, the following machinery and equipment located at 402
Ninth Street, Mansfield, Ohio (the "Facility") (collectively referred to either
the "Blanking Presses" or the "Purchased Assets"):

     (a)  1,500 Ton straight-side blanking press and feedline (Work Center 19)
          and related equipment as further identified on Schedule One attached
          hereto (the "1,500 Ton Press");

     (b)  2,000 Ton press and feedline (Work Center 24) and related equipment as
          further identified on Schedule Two attached hereto (the "2,000 Ton
          Press"); and

<PAGE>

     (c)  1,000 C press and feedline (Work Center 25) and related equipment as
          further identified on Schedule Three attached hereto (the "1,000 C
          Press").

As to the Blanking Presses, the parties acknowledge and agree that Shiloh will
utilize the Blanking Presses to manufacture lawn mower decks and related
component parts as hereinafter identified for MTD. In addition, Shiloh may
utilize the Blanking Presses for the manufacture of automotive parts provided
that such use does not interfere with the manufacture of the lawn mower decks
and related component parts by Shiloh for MTD. To the extent there is a dispute
between the parties related to whose parts are to be manufactured with the
Blanking Presses, the Parts of MTD shall supercede and have priority over any
Shiloh parts manufactured with the Blanking Presses.

     2.   Shiloh Service Fee. Upon execution of this Agreement, MTD shall pay to
Shiloh, via wire transfer, the amount of Five Hundred Thousand Dollars
($500,000.00). Such payment will compensate Shiloh during the term of this
Agreement for the following: (a) provision of manufacturing space for MTD
without charging rent; (b) subject to Section 18 of this Agreement, normal,
customary and routine maintenance of the Purchased Assets and the MTD owned
tooling and dies and related equipment; (c) assistance with protection of MTD's
intellectual property rights; (d) provision of cross functional team assistance
to MTD to implement standardization, product substitution, part re-engineering
and new product development; (e) compliance with and maintenance of records for
the Purchased Assets regarding environmental matters; and (f) other obligations
of Shiloh under this Agreement.

     3.   MTD Component Parts. Shiloh will continue as provided herein to
manufacture for MTD the lawn mower decks and related component parts, as further
identified and set forth on Exhibit A attached hereto. Additional parts not
listed on Exhibit A may be ordered by mutual agreement of MTD and Shiloh (the
parts listed on Exhibit A and any such additional parts, collectively referred
to as the "Parts").

     4.   Non-Exclusive Purchase. Subject to Section 6 hereof, Shiloh
acknowledges and agrees that MTD is not obligated to purchase any specific
volume of Parts, and that MTD may, during and/or after the initial term of this
Agreement, source the Parts with other vendors or internally. Notwithstanding
the above, MTD shall give Shiloh sixty (60) days prior notice should MTD desire
to source the Parts to another vendor or have the Parts produced internally at
MTD and will coordinate any such re-sourcing consistent with current practices
between the parties. If MTD determines to re-source certain Parts, the related
amount of raw material (steel) inventory held by Shiloh consistent with relevant
lead-times which cannot be used for production of other Parts or for other
customers of Shiloh, will be purchased by MTD at Shiloh's cost.

     5.   Planning. During the term of the Agreement, MTD and Shiloh will
coordinate capacity planning for supply of the Parts.

                                      -2-

<PAGE>

     6.   Forecasts. MTD will provide to Shiloh a twelve (12) month rolling
forecast of its requirements (830 Reports) (the "Forecasts"). MTD will meet with
Shiloh to periodically review these forecasts.

     7.   Order Forms. MTD shall use its standard-form purchase order to order
Parts hereunder. The provisions of this Agreement shall be deemed part of each
Purchase Order and/or written quantity release, and in the event of conflict
between the Purchase Order and/or written quantity release as currently written
or amended in the future and this Agreement, the terms of this Agreement shall
control. The arbitration provision of any Purchase Order from MTD will not be
applicable.

     8.   Rental Payments. In order for Shiloh to utilize the Purchased Assets,
during the term of this Agreement and any renewals, Shiloh will make rental
payments to MTD as follows:

     (a)  Thirty-six (36) monthly installments commencing on May 15, 2002 and
          continuing thereafter on the 15th day of each month thereafter until
          April 15, 2005 in the amount of Seventy-Five Thousand Dollars
          ($75,000.00) each.

     (b)  The annual rental payments (paid on a monthly basis) during any
          renewal terms will be mutually determined by the parties at least six
          (6) months prior to the expiration of the then existing term. The
          rental payments shall be based on fair rental value of the Purchased
          Assets and their utilization by Shiloh for non-MTD Parts. With regard
          to any terms for which the parties are not able to mutually agree upon
          such rental amount, the parties will retain an independent appraiser
          to determine such rental amount. The parties will each pay one-half
          (1/2) of the expense of the appraiser.

     9.   Purchase Prices. The initial purchase prices for each of the Parts
will be the prices set forth on Exhibit A attached hereto. Pricing during the
term of this Agreement will change as a result of:

     (a)  Annual five percent (5%) price reduction each year, on the anniversary
          date of this Agreement, applied to Shiloh's "value-added component" of
          the purchase prices as set forth on Exhibit A attached hereto; and

     (b)  Periodic cost changes for raw materials (steel) used to manufacture
          the Parts resulting from material (individually or in the aggregate)
          increases or decreases based on prices charged to Shiloh by Shiloh's
          sources of steel. Such adjustments may be implemented on the
          initiation of either party and will be determined by the mutual
          agreement of the parties. Such agreement shall be based on the prices
          charged to Shiloh by Shiloh's sources of steel compared with verified
          market standards and such agreement will be subject to commercially
          reasonable review by both parties. MTD and Shiloh will not
          unreasonably withhold their consent to such adjustments.

                                      -3-

<PAGE>

     In addition to the above, MTD may conduct market-based price surveys to
assure that all prices are competitive and if necessary, will review the results
with Shiloh to assure that prices remain competitive.

     10.  Payment. Unless otherwise mutually agreed, MTD will pay to Shiloh the
amount shown in the Shiloh invoices for the Parts as follows: within
seventy-five (75) days for Parts delivered in November - April; within
forty-five (45) days for Parts delivered in May - July; and within ninety (90)
days for Parts delivered in August - October. Nevertheless, if MTD, in good
faith, disputes some amount shown therein and gives Shiloh prompt written notice
of such dispute, MTD will pay any portion thereof not in dispute within the time
herein specified, and the parties will as soon as reasonably practical
thereafter, attempt in good faith to resolve the disputed portion of such
invoice.

     11.  Sourcing of Steel. In the production and manufacture of the Parts,
Shiloh will purchase and have shipped directly to Shiloh's Facility, steel to
produce the Parts. Shiloh may change the source of the steel without MTD's prior
written consent as long as such steel complies with relevant specifications.

     12.  Tooling. MTD owns and has provided to Shiloh all current relevant
tooling, dies and certain related items utilized for the production of the
Parts. Shiloh will take all appropriate actions to maintain the tooling, dies
and other related items utilized to produce the Parts consistent with good
business practices, ordinary wear and tear excepted. Upon the termination of
this Agreement and/or production of a specific Part hereunder and as provided
hereunder, Shiloh shall permit MTD to remove the applicable tooling, dies and
related items no longer needed for production of the applicable Part provided
that MTD has paid to Shiloh all invoices issued hereunder except to reasonably
disputed amounts set forth in Section 10.

     13.  Delivery. Shiloh will ship Parts in accordance with MTD's releases for
delivery of its requirements (862 Reports). Without limiting the provisions of
MTD's Purchase Order terms and conditions, if Shiloh does not timely deliver the
Parts set forth in MTD's Forecasts and as a result MTD cannot timely deliver
such applicable end products to its customers, MTD may assess Shiloh charge
backs in amounts equal to the verified amounts which the customers of MTD charge
back to MTD due to late delivery of the applicable end products sold by MTD to
its customers. MTD and Shiloh will review any such matters prior to MTD
assessing any charge backs and MTD will submit proper documentation and
verification of such charge backs.

     14.  Customer Support and Communications. Shiloh will provide a single
point of contact to manage the Parts supply with MTD. This single point of
contact will monitor day-to-day customer satisfaction (at each of MTD's plants)
in the areas of delivery, quality and operations support. Where appropriate,
Shiloh will provide on-site support at MTD's location at no additional cost.

     15.  Location of Purchased Assets. The Purchased Assets are currently
located at the Facility. During the initial term or any renewal term of this
Agreement, Shiloh agrees that

                                      -4-

<PAGE>

Buyer shall not be required to remove the Purchased Assets from the Facility.
Shiloh will continue to reserve the exclusive areas utilized for the operation
of the Purchased Assets consistent with past practices during the initial term
of this Agreement or any renewal term of this Agreement as applicable. Subject
to Section 2 hereof, MTD shall not be required to pay any rent or rental related
charges with regard to the placement of the Purchased Assets at the Facility.
Shiloh will maintain insurance on the Facility.

     16.  Term of Agreement. Subject to earlier termination as set forth in
Section 20 of this Agreement, the term of this Agreement shall be three (3)
years. Unless a party hereto provides written notice to the other party at least
thirty (30) days prior to the end of the initial term of this Agreement or any
renewal term, the term of this Agreement shall automatically renew for an
additional term of one (1) year.

     17.  Indemnification and Insurance. Shiloh will maintain casualty and
general liability coverage for the Facility. Shiloh will maintain workers'
compensation insurance coverage and will be responsible for any employee-related
claims with regard to the Purchased Assets. MTD will maintain casualty insurance
with regard to the Purchased Assets. In addition, MTD will indemnify Shiloh and
will maintain product liability insurance with regard to the Parts manufactured
with the Purchased Assets provided however MTD's obligation to provide
indemnification shall not extend to or include claims allegedly resulting from
unauthorized modifications or alteration of the Parts by Shiloh or claims
alleging an act of independent negligence by Shiloh in manufacturing or
furnishing the Parts.

     In the utilization of the Purchased Assets, Shiloh acknowledges that MTD
will not have any responsibility for products liability claims or otherwise with
regard to products manufactured by Shiloh for customers of Shiloh other than
MTD.

     18.  Intellectual Property. MTD shall own all existing and any intellectual
property developments with regard to the manufacture of the Parts. Shiloh will
assist, at no additional cost to MTD, with the filing of any patent or other
intellectual property rights with regard thereto.

     19.  Physical Improvements and Repairs to the Purchased Assets.

     (a)  Pursuant to Section 2(b) of this Agreement, Shiloh will be responsible
          for the normal, customary and routine maintenance of the Purchased
          Assets and MTD owned tooling and dies and related equipment. If the
          Purchased Assets require an accession, a "major overhaul", repair or
          other non-routine maintenance expenditure other than such matters
          resulting directly from the failure of Shiloh to follow proper
          maintenance and/or operational guidelines, Shiloh shall notify MTD of
          such requirements and MTD (with the cooperation of Shiloh) shall pay
          for such accession, overhaul or repair. If there should be a failure
          of the Purchased Assets other than such matters resulting directly
          from the failure of Shiloh to follow proper maintenance and/or
          operational guidelines, and if MTD should determine not to make the
          expenditures necessary to repair the Purchased

                                      -5-

<PAGE>

          Assets, Shiloh shall not be in default of its obligations under this
          Agreement and the provisions of Section 23 shall not apply.

     (b)  In addition, if MTD determines that it is appropriate to make capital
          expenditures (as defined by generally accepted accounting principles)
          with regard to the Purchased Assets, such shall be coordinated between
          MTD and Shiloh, but MTD shall pay the same. MTD shall own any such
          improvements to the Purchased Assets. In addition, as part of the
          implementation of any such improvements, MTD and Shiloh shall mutually
          determine appropriate adjustments to the purchase prices set forth in
          Section 9, if any, in order to allocate between Shiloh and MTD the
          cost savings resulting from such process improvements.

     20.  Default and Termination. Notwithstanding the above term of this
Agreement, this Agreement may be terminated by a party upon the occurrence of
any of the following as it relates to the other party and at the election of the
terminating party as follows:

     (a)  if any proceeding in bankruptcy or in reorganization or for the
          appointment of a receiver or trustee or any other proceedings under
          any law for the relief of debtors shall be instituted by or against a
          party or if a party shall make an assignment for the benefit of
          creditors;

     (b)  if there is a material breach by a party of any of the terms of this
          Agreement, which breach is not remedied or substantial remedial steps
          completed by the breaching party to the non-breaching party's
          satisfaction within thirty (30) days of the breaching party's receipt
          of notice;

     (c)  MTD may terminate this Agreement if MTD reasonably determines that
          Shiloh is not properly managing costs or if prices, quality,
          deliveries and/or services are at an unacceptable level; provided MTD
          will provide written notice to Shiloh of such matters and Shiloh will
          have a period of thirty (30) days to correct such problems;

     (d)  If the other party shall cease to carry on its business or a
          substantial part thereof;

     (e)  Upon written agreement of the parties; or

     (f)  By MTD, upon either (i) the sale of a controlling interest in the
          stock of Shiloh Industries, Inc. or (ii) the sale of all or
          substantially all of the assets of Shiloh Industries, Inc., to an
          unrelated third party.

     21.  Effect of Termination.

     (a)  Upon termination of this Agreement as provided in Section 20 above,
          the terminating or non-breaching party shall have no further
          obligations under this

                                      -6-

<PAGE>

          Agreement, except for the payment of money due or to become due from
          either party to the other as a result of the purchase and sale of
          Parts hereunder. In the event this Agreement is terminated by MTD, MTD
          shall have the option to require Shiloh to complete manufacture of any
          Parts which are subject to an accepted Purchase Order prior to the
          effective date of termination or MTD may remove the Purchased Assets
          as set forth in Section [22] of this Agreement. Termination of this
          Agreement shall not affect the rights of the parties or remedies for
          breaches of this Agreement.

     (b)  Upon termination of this Agreement, MTD will purchase from Shiloh at
          Shiloh's cost the remaining raw material (steel) and finished goods
          inventory of the Parts as long as such raw material and Parts meet
          quality specifications, show demand on MTD's material planning report
          in the next thirty (30) days, and cannot be used for other Shiloh
          customers.

     22.  Removal of the Purchased Assets. Upon termination of the Agreement,
MTD may notify Shiloh that MTD will remove one or more of the Purchased Assets.
Shiloh will allow MTD access to the Facility for Shiloh to remove one or more of
the Purchased Assets, and any related equipment at MTD's expense provided MTD
has paid all invoices issued hereunder to Shiloh except those subject to
reasonable dispute as set forth in Section 10 of this Agreement. MTD will cause
the relevant portions of the Facility to be left in a "broom clean" condition
(without removal of any foundations or filling of any pits). MTD shall take
reasonable efforts during the removal of the Purchased Assets so as to minimize
the interruption of the operations of Shiloh. Shiloh will cooperate with such
removal at no additional cost to MTD. If MTD does not remove one or more of the
Purchased Assets within one hundred eighty (180) days after termination due to
expiration of the term without default by Shiloh, MTD will be deemed to have
abandoned the Purchased Assets which were not removed. If the Agreement
terminates due to default by Shiloh, MTD shall have three hundred sixty (360)
after the date of termination days to remove the Purchased Assets or MTD will be
deemed to have abandoned the Purchased Assets which were not removed.

     23.  Early Termination Removal Expense Reimbursement. In the event MTD,
during the initial term of this Agreement, removes the Purchased Assets after a
default by Shiloh as set forth in Section 20 of this Agreement, Shiloh will on
or after May 1, 2004, reimburse to MTD the verified cost of removal (actual
verified out-of-pocket expense to third parties plus reasonable verified expense
of MTD employees) of the Purchased Assets up to the amount of Five Hundred
Thousand Dollars ($500,000.00).

     24.  Notices. Any notices, requests or other communications hereunder shall
be in writing and shall be deemed to have been duly given when made upon a party
by personal service at any place where they may be found or by mailing such
notices, requests, or communications by certified mail, postage prepaid and
return receipt requested, or by internationally recognized courier, or by
transmitting such notice by facsimile, in each case to the following addresses
or facsimile numbers, as the case may be:

                                      -7-

<PAGE>

     As to MTD:

          Mr. Nicholas Cashier
          Vice President of Purchasing & Materials
          MTD Products Inc
          5965 Grafton Road
          Valley City, Ohio 44280-9711
          Telephone: (330) 225-2600
          Facsimile: (330) 273-7045

     As to Shiloh:

          Mr. Stephen E. Graham
          Chief Financial Officer
          Shiloh Corporation
          c/o Shiloh Industries, Inc.
          5389 West 130th Street
          Cleveland, Ohio 44130-1094
          Telephone: (216) 267-2600
          Facsimile: (216) 265-4244

or to such other addresses or telecopy numbers as such party may specify in a
notice given to the other party as provided in this Section 24.

     25.  Independent Contractors. The relationship established between the
parties by this Agreement is that of vendor to vendee and nothing herein
contained shall be deemed to establish or otherwise create a relationship of
principal and agent between the parties. Each party is an independent contractor
and shall not be deemed an agent of the other party for any purpose whatsoever.
Neither party, nor any of its agents or employees shall have any right or
authority to assume or create any obligation of any kind, whether express or
implied, on behalf of the other party. Neither party shall make warranties or
representations on behalf of the other party to customers or to the trade with
respect to any of the Parts described herein, except such as may be expressly
approved in writing by the other party.

     26.  Force Majeure. Except for the payment of money, performance under this
Agreement by either party may be postponed or extended automatically to the
extent that a party is prevented from performing its obligations by any cause
beyond its reasonable control, such as acts of God, strikes, labor disputes,
supply disruptions, governmental regulations superimposed after the fact, fire,
acts of war, riots, or other force majeure events, provided such cause does not
arise from the non-performing party's negligent or intentional action, and
provided further that the party unable to perform promptly notifies the other of
the event and the estimated period of delay and provided further that during any
such period of delay, MTD may source with another supplier any of the Parts
which were being made by Shiloh and Shiloh will assist with the transfer of raw
materials (steel), tooling and related items. In the event of such delay, the
time for performance by the non-performing party will be extended for

                                      -8-

<PAGE>

a period equal to the number of days during which such performance is delayed.
Except for the negligent or intentional actions attributable to a particular
party, neither party shall be liable for losses, damages, lost profits or
consequential damages due to any delay, in shipment or in delivery or default
resulting from a force majeure event set forth in this Agreement.

     27.  Amendment of Agreement. This Agreement may be amended only upon the
written approval of both parties to this Agreement or their permitted assigns,
if applicable.

     28.  Headings and Recitals. The headings in this Agreement are for
convenience only and shall not be used to interpret or construe the provisions
of this Agreement. The recitals set forth herein are a material provision of
this Agreement and are to be relied upon by the parties.

     29.  Waiver. Any failure on the part of either party to enforce at any
time, or for any period of time, any of the provisions of this Agreement shall
not be deemed or construed to be a waiver of such provisions or of the right of
such party thereafter to enforce each and every such provision.

     30.  Severability. If any provision of this Agreement shall be determined
by any court of competent jurisdiction to be in whole or in part invalid or
unenforceable, the Agreement in its entirety shall be automatically modified to
exclude the offending provision and the remaining provisions shall remain in
full force and effect.

     31.  Counterparts. This Agreement has been executed in separate
counterparts, each of which will be deemed an original copy hereof without
production of the other counterparts, but all such counterparts constitute only
one and the same agreement.

     32.  Binding Effect. This Agreement has been duly authorized, executed and
delivered by both parties and is the legal and binding obligation of the parties
enforceable in accordance with its terms. This Agreement shall be binding upon
and inure to the benefit of the successors and permitted assigns of the parties
hereto. Shiloh acknowledges that MTD may assign this Agreement to its
affiliates.

     33.  Entire Agreement. This Agreement and the attached Exhibits contain the
entire agreement between the parties hereto with respect to subject matter
herein. This Agreement supersedes all prior negotiations, agreements and oral or
written understandings and agreements between the parties related to the subject
matter herein.

                                      -9-

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the date set forth above.


                                   MTD PRODUCTS INC

                                   By:    /s/ Ronald C. Houser
                                          --------------------------------------
                                   Title: EXECUTIVE VICE PRESIDENT AND
                                          --------------------------------------
                                          CHIEF FINANCIAL OFFICER
                                          --------------------------------------


                                   SHILOH CORPORATION

                                   By:    /s/ Steven E. Graham
                                          --------------------------------------
                                   Title: CHIEF FINANCIAL OFFICER
                                          --------------------------------------



                      GUARANTEE OF SHILOH INDUSTRIES, INC.

     As the sole shareholder of Shiloh Corporation, Shiloh Industries, Inc.
acknowledges the receipt of benefits pursuant to the Agreement and guarantees
the obligations of Shiloh Automotive, Inc. as set forth in this Agreement.

                                   SHILOH INDUSTRIES, INC.

                                   By:    /s/ Steven E. Graham
                                          --------------------------------------
                                   Title: CHIEF FINANCIAL OFFICER
                                          --------------------------------------

                                      -10-

<PAGE>

                      Workcenter 19 15A Press and Feedline

                                  SCHEDULE ONE

       Asset
       -----
        No.   Description
        ---   -----------
          315 15A Press(Workcenter 19)
              Manufacturer                                             Danly
              Model                                          SC2-1500-132-84
              Serial Number                                         71297801
              In service date                                     07/30/1971
              Acquired Value                                   $  254,713.80
              Current Net Book Value                           $        0.00

         1840 15A Feedline
              Manufacturer                            Automatic Feed Company
              Model                                                      N/A
              Serial Number                                      98001-98020
              In service date                                     09/30/1999
              Acquired Value                                   $2,141,575.24
              Current Net Book Value                           $1,725,157.84

         1233 15A Gear work
              In service date                                     11/19/1992
              Acquired Value                                   $   29,900.00
              Current Net Book Value                           $    7,059.70

         1319 15A Motor
              In service date                                     03/31/1994
              Acquired Value                                   $   16,280.05
              Current Net Book Value                           $    5,652.81

         1926 15A Feedline rebuild
              In service date                                     01/31/2001
              Acquired Value                                   $  207,825.80
              Current Net Book Value                           $  190,506.99

              Total Workcenter 19
              Acquired Value                                   $2,650,294.89
              Current Net Book Value                           $1,928,377.34
                                                               =============

<PAGE>

                    Workcenter 24   2000 Ton Press and Feedline

                                  SCHEDULE TWO

       Asset
       -----
        No.   Description
        ---   -----------
         1311 2000 Ton Press(Workcenter 24)
              Manufacturer                                            Niagra
              Model                                          SE4-2000-144-90
              Serial Number                                           P53805
              In service date                                     02/01/1994
              Acquired Value                                   $1,431,813.00
              Current Net Book Value                           $  477,271.01

         1313 2000 Ton Automatic Feedline
              Manufacturer                            Automatic Feed Company
              Model                                                      N/A
              Serial Number                                      92022-92029
              In service date                                     02/01/1994
              Acquired Value                                   $1,542,375.00
              Current Net Book Value                           $  514,125.00

         1488 2000 Ton Motor Rebuild
              In service date                                     12/11/1996
              Acquired Value                                   $    7,570.00
              Current Net Book Value                           $    4,310.72

         1844 2000 Ton straightener roll
              In service date                                     09/16/1999
              Acquired Value                                   $   15,971.09
              Current Net Book Value                           $   12,865.59

              Total Workcenter 24
              Acquired Value                                   $2,997,729.09
              Current Net Book Value                           $1,008,572.32
                                                               =============

<PAGE>

                     Workcenter 25   1000 C Press and Feedline

                                 SCHEDULE THREE

     Asset
     -----
      No.   Description
      ---   -----------
       1354 1000C Press(Workcenter 25)
            Manufacturer                                           Clearing
            Model                                            S4-1000-200-80
            Serial Number                                           10-4501
            In service date                                      09/30/1994
            Acquired Value                                    $  873,344.34
            Current Net Book Value                            $  345,698.77

       1357 1000C Feedline
            Manufacturer                             Automatic Feed Company
            Model                                                       N/A
            Serial Number                                       93105-93140
            In service date                                      09/30/1994
            Acquired Value                                    $1,367,801.00
            Current Net Book Value                            $  531,922.58

       1345 1000 C Bolster
            In service date                                      09/30/1994
            Acquired Value                                    $   53,300.00
            Current Net Book Value                            $   20,727.75

       1347 1000C Digital Scale
            In service date                                      10/01/1994
            Acquired Value                                    $   12,704.25
            Current Net Book Value                            $    4,940.53

       1356 1000C Stacker
            Manufacturer                             Automatic Feed Company
            In service date                                      09/30/1994
            Acquired Value                                    $1,140,324.37
            Current Net Book Value                            $  443,459.48

       1541 1000C Die Cart
            In service date                                      04/01/1997
            Acquired Value                                    $  427,659.94
            Current Net Book Value                            $  255,408.01

       1551 1000C Revision
            In service date                                      05/08/1997
            Acquired Value                                    $    2,500.00
            Current Net Book Value                            $    1,510.43

            Total Workcenter 25
            Acquired Value                                    $3,877,633.90
            Current Net Book Value                            $1,603,667.55
                                                              =============


</TEXT>
</DOCUMENT>
