ESCROW AGREEMENT





              ESCROW AGREEMENT, dated as of ______ 2003, (the "Agreement") by

and among Numatics, Incorporated, a Michigan corporation (the "Company"), Numat,

LLC, a Delaware limited liability company (the "Investor"), and Deutsche Bank

Trust Company Americas, a New York banking corporation, a wholly-owned

subsidiary of Deutsche Bank AG, as escrow agent (the "Escrow Agent").



              WHEREAS, the Company is offering (the "Offering") up to 50,000

shares of its Series A Preferred Stock, par value $0.01 per share (the

"Shares"), at a price of $1000 per share, and certain Warrants (the "Warrants")

to the Investor;



              WHEREAS, the Company and the Investor have entered into a

Preferred Stock and Warrant Purchase Agreement dated as of December ___, 2002

(the "Purchase Agreement"), in connection with the Offering;



              WHEREAS, the Purchase Agreement provides for the payment of the

purchase price for the Shares and Warrants subscribed for by the Investor to the

Escrow Agent, to be held by the Escrow Agent and disbursed in accordance with

the terms and conditions of this Agreement; and



              WHEREAS, the Escrow Agent is willing to hold, invest, administer

and distribute such funds in accordance with the terms and conditions of this

Agreement; and



              WHEREAS, capitalized terms used in this Agreement but not

otherwise defined herein shall have the meanings ascribed to such terms in the

Purchase Agreement;



              NOW, THEREFORE, for good and valuable consideration, the receipt

and adequacy of which are hereby acknowledged by each of the parties hereto, the

parties hereto, intending to be legally bound, do hereby agree as follows:



       Section 1. Appointment of Escrow Agent. The Company and the Investor

hereby appoint Deutsche Bank Trust Company Americas as escrow agent in

accordance with the terms and conditions set forth herein, and the Escrow Agent

hereby accepts such appointment.



       Section 2. Deposit into the Escrow Property. The Investor will cause to

be deposited with the Escrow Agent certain sums of money in immediately

available funds (the "Escrowed Proceeds"), and which Escrowed Proceeds shall be

held by the Escrow Agent upon the terms and conditions hereinafter set forth.

The foregoing property and/or funds, plus all interest, dividends and other

distributions and payments thereon (collectively, the "Distributions") received

by the Escrow Agent, less any property and/or funds distributed or paid in

accordance with this



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Agreement, are collectively referred to herein as the "Escrow Property". The

Escrow Agent shall have no duty to solicit the Escrow Property.



       Section 3.  Investment of the Escrow Property. During the term of this

Agreement, the Escrow Agent shall invest and reinvest the Escrow Property in any

of the following investments, in each case at the written direction of an

Authorized Person (as hereinafter defined) of the Investor:



       (1)    Money Market or Mutual Funds registered under the Investment Act

of 1940;





       (2)    direct obligations of, or obligations fully guaranteed as to

principal and interest by, the United States or any agency or instrumentality

thereof, provided such obligations are backed by the full faith and credit of

the United States; or



       (3)    time deposits.



The Escrow Agent shall have no obligation to invest or reinvest the Escrow

Property if deposited with the Escrow Agent after 2:00 p.m. (E.S.T.) on such day

of deposit. Instructions received after 2:00 p.m. (E.S.T.) will be treated as if

received on the following Business Day. The Escrow Agent shall have no

responsibility for any investment losses resulting from the investment,

reinvestment or liquidation of the Escrow Property in compliance with the terms

of this Agreement. Any interest or other income received on such investment and

reinvestment of the Escrow Property shall become part of the Escrow Property and

any losses incurred on such investment and reinvestment of the Escrow Property

shall be debited against the Escrow Property. If a selection is not made and a

written direction not given to the Escrow Agent, the Escrow Property shall



remain uninvested with no liability for interest therein. It is agreed and

understood that the entity serving as Escrow Agent may earn fees associated with

the investments outlined above in accordance with the terms of such investments.

Notwithstanding the foregoing, the Escrow Agent shall have the power to sell or

liquidate the foregoing investments whenever the Escrow Agent shall be required

to release all or any portion of the Escrow Property pursuant to Section 4

hereof. In no event shall the Escrow Agent be deemed an investment manager or

adviser in respect of any selection of investments hereunder.

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