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BWASI - NYX Purchase Price Allocation Schedule 3.7 to NYX APA

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					      BWASI - NYX Purchase Price Allocation
      Schedule 3.7 to NYX APA
      Estimated Sale Proceeds*

        Equipment
         CIT                                                 11,825,700
         KPS                                                    452,500
[1]      Milacron Marketing                                     191,667
         Toyota Finacial Services                                45,000
         US Bank Corp, ALS Financial                             15,000
[2]     Total Equipment                                      12,529,867
[2]     CIT - Real Estate                                     6,490,000
      Total Fixed Assets                                     19,019,867

[3] Other Assets                                              7,000,000
    Total Sale Proceeds                           $          26,019,867
    Other Proceeds
[4]    Post-Pet NPC A/R                                      13,133,210
      Total Proceeds                              $          39,153,077

      * See "Purchase $ Allocation" tab (Page 2) for details.
      ** All values are estimates and subject to change.


[1]   Milacron marketing will receive lesser amount of their claim or the forced liquidation value of the collateral.
[2]   Allocation is based on the forced liquidation values of the fixed assets being acquired by NYX.
[3]   Comprised of Post Petition Participating Customer A/R, Inventory, Mexico Stock, and Other.
[4]   Post Petition Non-Participating Customer A/R is not being acquired by NYX.




6/30/2008                                Purchase Price Allocation 063008 v3.xls
11:54 PM                                               Summary                                                          1 of 3
BWASI Allocation of NYX Sale Proceeds to Fixed Asset Lenders
Sale Proceeds for Fixed Assets*:                          $                                 21 million

Proceed Allocation**                                                        CIT Equipment                  CIT Real Estate           KPS                 Milacron Marketing              US Bank Corp          Toyota Finacial Services          Total Allocation
   Real Estate                                                                                    -                6,490,000                   -                               -                                                                             6,490,000.00
   Machinery & Equipment                                                                   11,825,700                    -                 452,500                         191,667                15,000                            45,000                  12,529,866.64
Total Proceeds Allocated                                           $                       11,825,700 $            6,490,000 $             452,500   $                     191,667   $            15,000   $                        45,000   $                19,019,867

* Sale proceeds are in the form of a note totaling the FLV of the collateral.
** Proceeds are prorated to the lien holders using the Forced Liquidation Value of the Real Estate and M&E being bought by NYX
*** See below for a summary of the Real Estate and M&E being bought by NYX:

                                                                             Real Estate***                  M&E at***
                                                                              Range Rd.                      Burlington
                                                                              Port Huron                       Haas
                                                                               Whiting                      Port Huron
                                                                                 Haas                       Range Road
                                                                                                              Whiting
                                                                                                              Howell
                                                                                                            Busha 1515


BWASI - Fixed Assets
Fixed Asset Proration

                                                     FLV*                                                   Allocation %
CIT-Real Estate
 Range Rd.                                            2,080,000                                 10.9%
 Port Huron                                           1,890,000                                  9.9%                      34%
 Whiting                                                270,000                                  1.4%
 Haas                                                 2,250,000                                 11.8%

CIT Equipment
 CIT Blow and Inj Molding Equipment                  10,200,450                                 53.6%                      54%
                                                      1,625,250                                  8.5%


  Equipment                                             452,500                                     2.4%                   2%

Secured Lenders
 Milacron Marketing                                     191,667
 US Bank Corp, ALS Financial                             15,000                                     0.1%                   0%
 Toyota Finacial Services                                45,000                                     0.2%
Total                                                19,019,867                                                        90%

* Asset values are based on the Dovebid forced liquidation appraisal.
* Allocation is based on the forced liquidation values of the fixed assets being acquired by NYX.




6/30/2008                                                                                                                        Purchase Price Allocation 063008 v3.xls
11:54 PM                                                                                                                                 Puchase $ Allocation                                                                                                               2 of 3
The accompanying document has been assembled by Huron Consulting Group from
estimates and assumptions prepared or approved by management. Although
management considers these assumptions reasonable, there can be no assurance
that actual events and results




6/30/2008                    Purchase Price Allocation 063008 v3.xls
11:54 PM                               Huron Disclaimer                    3 of 3
                                                                                                                                                     Blue Water Automotive Systems
                                                                                                                                                           Plan of Liquidation
                                                                                                                                                           Sources and Uses:
                                                                                                                                                                (in 000's)
                                      CONTROLS:                                                   Yes/No                                     Working Capital Lien holders                                                                  Fixed Asset Lien holders
                                  Waterfall is Based on NYX Stalking Horse Bid                      Yes         Estimated       Cash Collateral     Estimated       Cash Collateral       Subtotal          BWASI            Properties                                      Other           Total     Unencumbered
                                        SETTLEMENT OF GM, CHRYSLER AND FORD                         No           Citizens       GM & Chrysler     Ford Guaranty          Ford           of Working         CIT Group/           CIT                                          Fixed         Secured      Assets for
                                   PRORATION OF ASSETS BASED ON GROSS CLAIM (x)                     No           Banking        Customer Liens    Over-Formula      Customer Liens     Capital Claims      Equipment        Capital USA       CIT                            Asset        Fixed Asset      Plan
                                                 FNG VERSION OF THE WATERFALL                       Yes         Corporation          (h)           DIP Lending            (h)                               Finance         Mortgage (k)      Total           KPS         Lien holders    Lien holders Requirements         Total
                                       SOURCES:
Sale Sources:
 Cash                                                                                                  7,000
   Less, Investment Banking Fees (f)                                                                  (1,000)
   Less, Amount Paid to Ford for Launch Capex (e)                                                     (1,265)
 Net Cash                                                                                              4,735
  Net Cash                                                                                             4,735           4,735                                                                    4,735                                                                                                                                4,735
  Non-Participating Post petition A/R (y)                                                             13,133           8,166             1,719             3,248                   -           13,133                                                                                                                               13,133
  Assumption of Debt (o)                                                                              19,020                                                                                                     11,826           6,490         18,316              453            252         19,020                               19,020
  Plan Source Surplus (q)                                                                                  -                -                -                                                       -                                                                                                                                   -
Sale Proceeds Available for Distribution                                                              36,888                                                                                                                                           -                                             -                              36,888
Plan Sources:
  Amount contributed by Ford pursuant to the accommodation agreement, as amended (e)                   1,265                                                                                         -                                                 -                                             -              1,265            1,265
Plan Requirements                                                                                      1,265                                                                                                                                                                                                        1,265            1,265
Total Proceeds Distributed (Sales Proceeds + Plan Requirements)                                       38,153          12,901             1,719             3,248                   -           17,868            11,826           6,490         18,316              453            252         19,020               1,265           38,153



                                          USES:

                                Sale and Plan Proceed Uses
 Secured Claims:
     Payoff In-Formula DIP Credit Facility                                                            12,901          12,901                                                                   12,901                                                                                                -                              12,901
     Payoff Over-Formula DIP Credit Facility                                                           3,248                                               3,248                                3,248                                                                                                                                3,248
     Secured Portion of Participating Customers Cash Collateral Claim without offset                   1,719                             1,719                                     -            1,719                                                                                               -                                1,719
     Secured Portion CIT Group Equipment/Equipment Finance Claim (d)                                  11,826                                                                                                     11,826                         11,826                                         11,826                               11,826
     Secured CIT Mortgage USA Claim (j)                                                                6,490                                                                                                                      6,490          6,490                                          6,490                                6,490
     Secured KPS Claim                                                                                   453                                                                                                                                                        453                           453                                  453
     Pay of Other Secured Claims                                                                         252                                                                                                                                                                       252            252                                  252
  Total Secured Claims Uses:                                                                          36,888          12,901             1,719             3,248                   -           17,868            11,826           6,490         18,316              453            252         19,020                   -           36,888
                                                                                                           -
 Fund Plan of Reorganization Requirements: (p)
       Administrative claims                                                                           1,265                                                                                                                                                                                         -              1,265            1,265
       Construction Claims                                                                                 -                                                                                                                                                                                                            -                -
       Convenience Class                                                                                   -                                                                                                                                                                                        -                   -                -
       Severance related to surrendered properties (u)                                                     -                                                                                                                                                                                        -                   -                -
   POR Total Uses:                                                                                     1,265               -                 -                 -                   -                -                 -               -              -                -              -              -               1,265            1,265
Total Proceed Uses                                                                                    38,153          12,901             1,719             3,248                   -           17,868            11,826           6,490         18,316              453            252         19,020               1,265           38,153
Check                                                                                                      -               -                 -                 -                   -                -                 -               -              -                -              -              -                   -                -
                                 Real Estate Surrendered
 Lexington (a)                                                                                           240                                                                                         -                              240            240                                            240                                  240
 1513 Busha (a)                                                                                          440                                                                                         -              440                            440                                            440                                  440
 1515 Busha (a)                                                                                        1,450                                                                                         -            1,450                          1,450                                          1,450                                1,450
 315 Cuttle Rd. (c)                                                                                      280                                                                                                                                         -              280                           280                                  280
 Caro (b)                                                                                                360                                                                                                                        360            360                                            360                                  360

                                  Other Recovered Funds
 Caro Equipment (b)                                                                                      690                                                                                         -              690                            690                                            690                                  690
 Recovery of CIT Real Estate Escrow (n)                                                                1,500                                                                                         -                            1,500          1,500                                          1,500                                1,500
 Equipment Escrow (i)                                                                                  2,500                                                                                         -                -                              -                                              -               2,500            2,500
 Proceeds from the Sale of Stancast                                                                      175                                                                                                        175               -            175                -                           175                                  175
 Adequate Protection Payment Interest (l)                                                                427                                                                                         -                                -              -                                              -                 427              427
 Adequate Protection Payment Principal (m)                                                               108                                                                                         -                              108            108                                            108                   -              108
 Collection of Pre-Petition Receivables (r')                                                             500                                                                                         -                                -              -                                              -                 500              500
 Sarnautomotive and European Claim Settlements (s)                                                       400                                                                                                                                                                                                          400              400
Total Surrendered Real Estate and Other Recovered Funds                                                9,070                -                -                  -                  -                 -            2,755           2,208          4,963              280               -         5,243               3,827            9,070
TOTAL FUNDING                                                                                       47,223          12,901             1,719              3,248                   -           17,868           14,580            8,698         23,278             733             252         24,262           5,092           47,223
 Check                                                                                                      -               -                -                  -                  -                (0)                 -              -              (0)             -               -              0                  -                -

Footnotes:
(a) Reduction of indebtedness due to the surrender of the Lexington, Busha 1513, and Busha 1515 properties in amount equal to the corresponding forced liquidation value.
(b) Reduction of indebtedness due to the surrender of the Caro facility in the amount equal to the forced liquidation of the real estate and the forced liquidation value of the equipment.
(c) KPS receives the surrendered real estate of Cuttle Rd. and the forced liquidation value of their secured equipment.
(d) If applicable, sale proceeds may be applied directly to satisfy the CIT Group/Equipment Finance claim, with excess proceeds used to fund plan requirements. There is no separate value for Mexico because to the extent that the equipment claim is satisfied CIT will discharge their claim in Mexico stock.
(e) Assumes payment to Ford for Ford owned launch capital equipment. Ford will then contribute these proceeds to fund plan requirements.
(f) Investment Banking fees are taken as a deduction off the sale price and correspond to the Miller Buckfire retention order.
(g) Assumes application of collateral to CIT Equipment as set forth in the analysis.
(h) Realization of cash collateral liens prior to the offset of prepetition receivables.
(i) To the extent that CIT Equipment is secured without use of a portion or all of the Equipment Escrow, the excess in the escrow will flow to the Ford, who will then contribute it to the estate.
(j) Application of appraisal is without consideration of selling costs or bulk sale. The appraisal by Dovebid is at FLV.
(k) Priority Tax Claims on Real Estate have been added to the CIT Mortgage claims as those expenses relate to the real estate escrow that exists which will be granted to CIT USA Mortgage.
(l) As a result of the CIT Capital USA Mortgage recovery being less than par value, CIT Capital USA would not be entitled to interest paid during the period of reorganization. This portion of the adequate protection payment has been applied to POR Requirements.
(l) As a result of the CIT Capital USA Mortgage recovery being less than par value, CIT Capital USA would be entitled to principal paid during the period of reorganization. This portion of the adequate protection payment has been applied to CIT Capital USA.
(n) Assumes recovery as pre petition and post petition preference.
(o) Debt assumption is prorated amongst all equipment and real estate claims based on forced liquidation value of the M&E to the extent of the value of the collateral.
(p) Plan Requirements are funded by the Ford Capex contribution of sale proceeds and other recovered funds.
(q) The surplus of recovered funds after the satisfaction of Plan Requirements flows to the working capital liens.
(r) The estimated realization of pre-petition receivables.
(s) Estimated amount to be recovered from litigation and other.
(t) Estimated settlement of pre-petition participating customer AR balances.
(u) Severance is contemplated for facilities that are surrendered.
(v) Administrative claims consist of professional fees, 503 (b) (9) claims, and other misc claims.
(w) Any claim surplus satisfies the CIT Equipment Claim first, to the extent of the gross claim, and then flows to the plan requirements, and then the working capital liens to the extent they are not satisfied in full.
(y) AR retained by the estate.
This analysis is subject to change.




             6/30/2008                                                                                                                                                            BWASI_SU_Waterfall 63008 NYX v4.xls
             11:55 PM                                                                                                                                                                     Sources and Uses                                                                                                                                   1 of 2
                                                                                                                                                     Blue Water Automotive Systems
                                                                                                                                                           Plan of Liquidation
                                                                                                                                                           Sources and Uses:
                                                                                                                                                                (in 000's)
                                      CONTROLS:                                                   Yes/No                                     Working Capital Lien holders                                                                  Fixed Asset Lien holders
                                  Waterfall is Based on NYX Stalking Horse Bid                      Yes         Estimated      Cash Collateral      Estimated       Cash Collateral       Subtotal          BWASI           Properties                                       Other           Total     Unencumbered
                                        SETTLEMENT OF GM, CHRYSLER AND FORD                         No           Citizens      GM & Chrysler      Ford Guaranty          Ford           of Working         CIT Group/          CIT                                           Fixed         Secured      Assets for
                                   PRORATION OF ASSETS BASED ON GROSS CLAIM (x)                     No           Banking       Customer Liens     Over-Formula      Customer Liens     Capital Claims      Equipment       Capital USA        CIT                            Asset        Fixed Asset      Plan
                                                 FNG VERSION OF THE WATERFALL                       Yes         Corporation         (h)            DIP Lending            (h)                               Finance        Mortgage (k)       Total           KPS         Lien holders    Lien holders Requirements           Total

                            RECOVERY COMPUTATION:                                                                                                                                                                               14,807

Gross Claim                                                                                                         12,901             1,719            13,995              2,166             30,781           13,490          16,103          29,593           5,862          2,338          37,794           5,190             73,764
Asset Recovery                                                                                                                                                                                      -
  Satisfaction to the extent of the Claim and Proceeds                                                                12,901            1,719              3,248                   -           17,868                                                                                                                              17,868
  Appraised Value (j)                                                                                                                                                                                            11,826           6,490         18,316              453            252         19,020                              19,020
  Lexington (a)                                                                                                                                                                                                                     240            240                                            240                                 240
  1513 Busha (a)                                                                                                                                                                                                    440                            440                                            440                 -               440
  1515 Busha (a)                                                                                                                                                                                                  1,450                          1,450                                          1,450                     -         1,450
  315 Cuttle Rd. (c)                                                                                                                                                                                                                                 -              280                           280                                 280
  Caro (b)                                                                                                                                                                                                                          360            360                                            360                   -             360
  Caro Equipment                                                                                                                                                                                                    690                            690                                            690                   -             690
  Refund of CIT Group/Equipment Finance Escrow (g)                                                                                                                                                                                                                                                                  2,500           2,500
  Refund of CIT Real Estate Escrow (n)                                                                                                                                                                                            1,500          1,500                                          1,500                 -             1,500
  Proceeds from the Sale of Stancast                                                                                                                                                                                175                            175                -                           175                                 175
  Adequate Protection Payment Interest (l)                                                                                                                                                                                            -              -                                              -                427              427
  Adequate Protection Payment Principal (m)                                                                                                                                                                                         108            108                                            108                                 108
  Collection of Other Pre-Petition Receivables                                                                                                                                                       -                                -              -                                              -              500                500
  Sarnautomotive and European Claim Settlements (s)                                                                                                                                                                                                                                                                400                400
  Plan Requirements (e)                                                                                                                                                                                                -                             -                                              -            1,265              1,265
  Equipment Surplus Recovery (Surplus) (u)                                                                                 -                -              1,090                  -             1,090            (1,090)              -         (1,090)              -               -         (1,090)               -                  -
Asset Recovery to the Extent of the Claim                                                                             12,901            1,719              4,338                  -            18,958            13,490           8,698         22,188             733             252         23,172            5,092             47,223
Claim Surplus (Shortfall) (w)                                                                                              -                -             (9,657)            (2,166)          (11,823)                 -         (7,405)        (7,405)         (5,130)         (2,087)       (14,621)             (98)           (26,542)
Recovery from Note                                                                                                     0.0%             0.0%               0.0%               0.0%              0.0%             87.7%           40.3%          61.9%            7.7%           10.8%          50.3%             0.0%              25.8%
Property Returned in Lieu of claim                                                                                     0.0%             0.0%               0.0%               0.0%              0.0%             14.0%            3.7%           8.4%            4.8%            0.0%           7.3%             0.0%               3.8%
Recovery of Cash                                                                                                     100.0%           100.0%              31.0%               0.0%             61.6%              (1.7%)         10.0%           4.7%            0.0%            0.0%           3.7%            98.1%              34.5%
Total Recovery Percentage                                                                                           100.0%            100.0%              31.0%               0.0%             61.6%           100.0%           54.0%           75.0%           12.5%           10.8%          61.3%           98.1%                  64.0%


Footnotes:
(a) Reduction of indebtedness due to the surrender of the Lexington, Busha 1513, and Busha 1515 properties in amount equal to the corresponding forced liquidation value.
(b) Reduction of indebtedness due to the surrender of the Caro facility in the amount equal to the forced liquidation of the real estate and the forced liquidation value of the equipment.
(c) KPS receives the surrendered real estate of Cuttle Rd. and the forced liquidation value of their secured equipment.
(d) If applicable, sale proceeds may be applied directly to satisfy the CIT Group/Equipment Finance claim, with excess proceeds used to fund plan requirements. There is no separate value for Mexico because to the extent that the equipment claim is satisfied CIT will discharge their claim in Mexico stock.
(e) Assumes payment to Ford for Ford owned launch capital equipment. Ford will then contribute these proceeds to fund plan requirements.
(f) Investment Banking fees are taken as a deduction off the sale price and correspond to the Miller Buckfire retention order.
(g) Assumes application of collateral to CIT Equipment as set forth in the analysis.
(h) Realization of cash collateral liens prior to the offset of prepetition receivables.
(i) To the extent that CIT Equipment is secured without use of a portion or all of the Equipment Escrow, the excess in the escrow will flow to the Ford, who will then contribute it to the estate.
(j) Application of appraisal is without consideration of selling costs or bulk sale. The appraisal by Dovebid is at FLV.
(k) Priority Tax Claims on Real Estate have been added to the CIT Mortgage claims as those expenses relate to the real estate escrow that exists which will be granted to CIT USA Mortgage.
(l) As a result of the CIT Capital USA Mortgage recovery being less than par value, CIT Capital USA would not be entitled to interest paid during the period of reorganization. This portion of the adequate protection payment has been applied to POR Requirements.
(l) As a result of the CIT Capital USA Mortgage recovery being less than par value, CIT Capital USA would be entitled to principal paid during the period of reorganization. This portion of the adequate protection payment has been applied to CIT Capital USA.
(n) Assumes recovery as pre petition and post petition preference.
(o) Debt assumption is prorated amongst all equipment and real estate claims based on forced liquidation value of the M&E to the extent of the value of the collateral.
(p) Plan Requirements are funded by the Ford Capex contribution of sale proceeds and other recovered funds.
(q) The surplus of recovered funds after the satisfaction of Plan Requirements flows to the working capital liens.
(r) The estimated realization of pre-petition receivables.
(s) Estimated amount to be recovered from litigation and other.
(t) Estimated settlement of pre-petition participating customer AR balances.
(u) Severance is contemplated for facilities that are surrendered.
(v) Administrative claims consist of professional fees, 503 (b) (9) claims, and other misc claims.
(w) Any claim surplus satisfies the CIT Equipment Claim first, to the extent of the gross claim, and then flows to the plan requirements, and then the working capital liens to the extent they are not satisfied in full.
(x) If yes, the proration of assets is based on the gross claim of the lien holder, if no, debt is prorated based on appraised value of the lien holder's claim.
(y) AR retained by the estate.
This analysis is subject to change.




             6/30/2008                                                                                                                                                            BWASI_SU_Waterfall 63008 NYX v4.xls
             11:55 PM                                                                                                                                                                     Sources and Uses                                                                                                                                    2 of 2

				
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