Equipment Leases

EXHIBIT 10(p)(1)


MACHINE TOOLS EQUIPMENT SCHEDULE
SCHEDULE NO. 019
DATED THIS NOVEMBER 1, 1998
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 21, 1994


LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:


GENERAL ELECTRIC CAPITAL CORPORATION AUTOCAM CORPORATION 1787 SENTRY PARKWAY/WEST 16 SENTRY PARK/ 4070 E. PARIS AVENUE WEST, SUITE 200 KENTWOOD, MI 49512 BLUE BELL, PA 19422


This Schedule is executed pursuant to, and incorporates by reference the terms and conditions of, and capitalized terms not defined herein shall have the meanings assigned to them in, the Master Lease Agreement identified above ("AGREEMENT" said Agreement and this Schedule being collectively referred to as "LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a separate instrument of lease.


A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor
agrees to Lease to Lessee the Equipment described below (the "EQUIPMENT").


NUMBER CAPITALIZED
OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBER MODEL AND TYPE OF EQUIPMENT
-------- ------------- ------------ ------------- ---------------------------


1 $506,358.24 Mikron KA6038M CX-24 Rotary Transfer Machine
1 $682,143.29 Mikron KA6037M CX-24 Rotary Transfer Machine
Equipment immediately listed above is located at: 4070 E. Paris Avenue, Kentwood, Kent County, MI 49512


B. FINANCIAL TERMS


1. Advance Rent (if any): $13,426,86


2. Capitalized Lessor's Cost: $1,188,501.53


3. Basic Term (No. of Months): 96 Months.


4. Basic Term Lease Rate Factor: 48 @ .01129730; 48 @ .0123000


5. Basic Term Commencement Date: NOVEMBER 1, 1998


6. Lessee Federal Tax ID No.: 38-2790152


7. Last Delivery Date: NOVEMBER 1, 1998


8. Daily Lease Rate Factor: 48 @ .000377; 48 @ .000410


9. First Termination Date: THRITY-SIX (36) months after the Basic Term
Commencement Date.


10. Interim Rent: For the period from and including the Lease Commencement Date
to but not including the Basic Term Commencement Date ('Interim Period'),
Lessee shall pay as rent ('Interim Rent") for each unit of Equipment, the
product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost
of such unit times the number of days in the Interim Period. Interim Rent
shall be due on NOT APPLICABLE.


11. Basic Term Rent. Commencing on NOVEMBER 1, 1998 and on the same day of each
month thereafter (each, a "Rent Payment Date") during the Basic Term, Lessee
shall pay as rent ("Basic Term Rent") the product of the Basic Term Lease
Rate Factor times the Capitalized Lessor's Cost of all Equipment on this
Schedule.


12. Adjustment to Capitalized Lessor's Cost. Lessee hereby irrevocably
authorizes Lessor to adjust the Capitalized Lessor's Cost up or down by no
more than ten percent (10%) to account for equipment change orders,
equipment returns, invoicing errors and similar matters.


Lessee acknowledges and agrees that the Rent shall be adjusted as a result
of such change in the Capitalized Lessor's Cost.


E-29 2


Lessor shall send Lessee a written notice stating the final Capitalized
Lessor's Cost, if different from that disclosed on this Schedule.


C. TAX BENEFITS Depreciation Deductions:


1. Depreciation method is the 200% declining balance method, switching to
straight line method for the 1st taxable year for which using the
straight line method with respect to the adjusted basis as of the
beginning of such year will yield a larger allowance.
2. Recovery Period: SEVEN (7) YEARS.
3. Basis: 100% of the Capitalized Lessor's Cost.


D. PROPERTY TAX


APPLICABLE TO EQUIPMENT LOCATED IN KENTWOOD, MI: Lessee agrees that it will
not list any of such Equipment for property tax purposes or report any
property tax assessed against such Equipment until otherwise directed in
writing by Lessor. Upon receipt of any property tax bill pertaining to such
Equipment from the appropriate taxing authority, Lessor will pay such tax
and will invoice Lessee for the expense. Upon receipt of such invoice,
Lessee will promptly reimburse Lessor for such expense.


Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.


E. INSURANCE


1. Public Liability: At least $1,000,000 total liability per occurrence.
2. Casualty and Property Damage: An amount equal to the higher of the
Stipulated Loss Value or the full replacement cost of the Equipment.


F. ARTICLE 2A NOTICE


IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL
CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S)
SUPPLYING THE EQUIPMENT IS MIKRON CORP. (THE "SUPPLIER(S)"), (E) LESSEE IS
ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD
PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE
EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR
ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY
COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT
OF SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS
OF THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE
HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN
ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR
OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES
UNDER THE DEFAULT SECTION OF THE AGREEMENT.


E-30


3


G. STIPULATED LOSS AND TERMINATION VALUE TABLE*


STIPULATION LOSS TERMINATION STIPULATION LOSS
TERMINATION VALUE VALUE VALUE
RENTAL VALUE PERCENTAGE PERCENTAGE RENTAL PERCENTAGE PERCENTAGE
------ ---------------- ---------- ------ ---------- ----------


1 100.599 103.624 49 67.691 71.966
2 100.050 103.101 50 66.774 71.075
3 99.482 102.559 51 65.851 70.178
4 98.909 102.012 52 64.922 69.275
5 98.330 101.460 53 63.986 68.365
6 97.744 100.899 54 63.045 67.451
7 97.161 100.343 55 62.100 66.531
8 96.587 99.795 56 61.149 65.607
9 96.005 99.238 57 60.194 64.677
10 95.417 98.677 58 59.232 63.742
11 94.822 98.107 59 58.265 62.801
12 94.217 97.529 60 57.293 61.855
13 93.608 96.946 61 ...