STOCK TRANSFER AGREEMENT

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     THIS STOCK TRANSFER AGREEMENT (the "Stock Transfer Agreement"), is made

this ___ day of ____________, 2000, by and among Numatics, Incorporated, a

Michigan corporation (the "Company") and __________________ (the "Grantee").



                                  WITNESSETH:





     WHEREAS, the Grantee and the Company are parties to that certain Stock

Option Agreement (the "Option Agreement") pursuant to which the Grantee was

granted an option to purchase shares of the Company's common stock pursuant to

the terms and conditions of the Option Agreement; and



     WHEREAS, on the date hereof, the Grantee has elected to exercise its option

to purchase  shares of the Company's common stock; and



  WHEREAS, the execution and delivery of this Agreement is a condition precedent

to the obligations of the Company under the Option Agreement, and the Grantee is

executing and delivering this Agreement in satisfaction of such condition

precedent.



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

sufficiency of which are hereby acknowledged, the undersigned hereby agree as

follows:



                                   ARTICLE I

                          DISPOSITIONS OF SECURITIES

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     1.1  Restriction on Disposition Generally.  The Grantee shall not Dispose

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of any of the Securities of the Company, whether now owned or hereafter

acquired, unless such Disposition is in strict compliance with this Agreement.



     1.2  Securities Transfer Book(s).

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     (a)  The Company shall maintain at its principal executive office

securities transfer book(s) in which shall be recorded, among other things, the

name and address of each record holder of Securities of the Company and the

number of shares or comparable information of each class series, or type of

Securities of the Company owned by each such record holder.



     (b)  No transfer or issuance of Securities of the Company shall be valid or

effective unless made in strict compliance with this Agreement.



     (c)  The Company shall not register a transfer of Securities unless such

transfer is in strict compliance with the provisions of this Agreement.  The

Company may refuse to register a transfer of Securities of the Company until it

shall have received such evidence of compliance

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with this Agreement as may be reasonably requested by it. The Company and the

Grantee shall be entitled to regard the registered holder of the Securities as

appearing on the securities transfer book(s) of the Company as the actual owner

thereof for all purposes.



     (d)  The Grantee shall be entitled to inspect the securities transfer

book(s) maintained by the Company pursuant to this Section 1.2 during normal

business hours upon reasonable advance notice to the Company.



                                  ARTICLE II

                    RESTRICTIONS ON DISPOSITIONS BY GRANTEE

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     2.1  General Restrictions.  The Grantee shall not Dispose of any Securities

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of the Company, now owned or hereafter acquired, except as permitted under

Sections 2.2, 2.3 or 2.4 hereof, unless (i) the Company consent in writing to

such Disposition and approve the proposed transferee of such Securities and (ii)

the proposed transferee executes and delivers to the Company a Supplement

hereto.



     2.2  Exceptions to General Restrictions.  The Grantee may Dispose of

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Securities of the Company without compliance with the provisions of Section 2.1,

only as follows:



          (a)  pursuant to the optional purchase or redemption of such

     Securities as provided in Section 2.3 hereof; or



          (b)  pursuant to a Registered Public Offering of such Securities; or



          (c)  pursuant to an Open Market Transaction following the occurrence

     of a Registered Public Offering of such Securities; or



          (d)  to a revocable trust if the grantor, initial and sole trustee,

     and sole beneficiary of the trust during the lifetime of the Grantee is

     such Grantee, if the trust (i) executes and delivers to the Company a

     Supplement hereto (for the purposes of Sections 2.3 and 2.4 hereof the

     Securities held by the trust will be deemed owned by the transferring

     Grantee) and (ii) satisfies the requirements of Section 6.11 hereof, if

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