Mike Kojaian
                               C. Michael Kojaian
                             1400 N. Woodward Avenue
                                    Suite 250
                           Bloomfield Hills, MI 48304



                                 August 30, 1999

Heinz C. Prechter
One Heritage Place
Suite 400
Southgate, MI 48195

         Re:      Purchase of JPE, Inc. Capital Stock

Dear Heinz:

         1.  Background.  As you are  aware,  Kojaian  Holdings  LLC, a Michigan
limited  liability  company (100% owned by Mike Kojaian  ("Mike") and C. Michael
Kojaian  ("Michael"))  owns 4,720,710 common shares and 976,176.095 First Series
Preferred  Shares  of JPE,  Inc.,  a  Michigan  corporation  (collectively,  the
"Kojaian Shares").

         2. Share  Purchase.  This letter confirms our agreement that you or ASC
Holdings  LLC, a Michigan  limited  liability  company  (100%  owned by you) (as
applicable,  the  "Purchaser"),  shall  acquire all of the  Kojaian  Shares from
Kojaian  Holdings  LLC.  The  purchase  price for the  Kojaian  Shares  shall be
$9,200,000 (the "Purchase Price").

         3. The Closing.  The Closing shall take place on August 31, 1999, or if
a longer time is required under applicable law, within three business days after
the latter of the earliest date  permissible  under applicable law (the "Closing
Date").  At the  closing,  (a) you shall pay Kojaian  Holdings  LLC the Purchase
Price by wire  transfer of cash and (b) Kojaian  Holdings LLC shall  deliver the
certificates  representing  the  Purchased  Shares,  duly  endorsed in blank (or
accompanied by assignments separate from certificate, duly endorsed in blank).

         4.  Termination of Shareholder  Agreement.  The  Shareholder  Agreement
between  Kojaian  Holdings LLC and ASC Holdings LLC dated May 27, 1999 is hereby
terminated.

         5.  Approvals.  The  closing  of  the  transaction  is  subject  to the
termination  of the applicable  Hart-Scott-Rodino  waiting  period.  The parties
shall  cooperate  in  the  preparation  of  any  and  all  filings  required  by
Hart-Scott-Rodino,  which filings shall be prepared by legal counsel for Kojaian
Holdings LLC.

         6. No Waiver.  No waiver of any breach of any  provision of this letter
agreement  shall be deemed a waiver of any preceding or succeeding  breach or of
any  other  provision  of this  letter  agreement.  No  extension  of  time  for
performance  of any  obligations  or acts under this letter  agreement  shall be
deemed an extension of the time for performance of any other obligations or acts
under this letter agreement.

         7. Successors and Assigns.  This letter  agreement shall bind and inure
to the benefit of the parties and their  successors  and assigns;  provided that
neither party may assign this letter agreement without the prior written consent
of the other.

         8.  Severability.  The  provisions  of this letter  agreement  shall be
deemed severable,  and if any provision or part of this letter agreement is held
illegal,  void or invalid under  applicable  Law, such  provision or part may be
construed or deemed changed by a court of competent  jurisdiction  to the extent
reasonably  necessary to make the  provision or part as so construed or changed,
legal,  valid and binding.  If any  provision  of this letter  agreement is held
illegal,  void or invalid in its  entirety,  the  remaining  provisions  of this
letter  agreement  shall not in any way be affected or impaired but shall remain
binding in accordance with their terms.

         9.  Entire  Agreement.   This  letter  agreement  contains  the  entire
agreement of the parties with respect to this matter and  supersedes  the letter
agreements  regarding the JPE, Inc. Put dated May 27, 1999, and the Restated and
Amended JPE, Inc. Put dated July 27, 1999. This letter  agreement may be altered
or amended only by an instrument in writing, duly executed by each party.

         10. Cost of Litigation. If any party breaches this letter agreement and
if counsel is employed to enforce this letter  agreement,  the successful  party
shall be  entitled  to Fees and Costs (as  defined in the  Investment  Agreement
dated April 28, 1999 among Kojaian Holdings LLC, ASC Holdings LLC and JPE, Inc.)
associated with such enforcement.

         11.  Interpretation.  This letter agreement is being entered into among
competent and experienced  business  persons,  represented by counsel,  and have
been  reviewed  by the  parties  and their  counsel.  Therefore,  any  ambiguous
language in this letter agreement shall not necessarily be construed against any
particular party as the drafter of such language.

         12. Counterparts. This letter agreement may be executed in counterparts
(by facsimile  transmission or otherwise),  each of which when so executed shall
be deemed an original,  but both of such counterparts  together shall constitute
one and the same instrument.

         13.  Applicable Law; Venue. This letter agreement shall be construed in
accordance with and governed by the laws of the State of Michigan without regard
to  principles  of conflicts of laws.  The parties  acknowledge  that the United
States District Court for the Eastern  District of Michigan or the Circuit Court
for the County of Oakland  shall have  exclusive  jurisdiction  over any case or
controversy  arising out of or relating  to this letter  agreement  and that all
litigation  arising  out of or  relating  to  this  letter  agreement  shall  be
commenced  in the United  States  District  Court for the  Eastern  District  of
Michigan or in the Oakland County Circuit Court.

         14. Expenses.  Except as otherwise  provided in this letter  agreement,
each party  shall bear his or its own  expenses in  connection  with this letter
agreement,  including  costs and  expenses of his or its  respective  attorneys,
accountants, consultants and other professionals. Notwithstanding the foregoing,
the  Purchaser  shall pay (a) all costs,  filing fees and  expenses  incurred in
connection  with  meeting the  requirements  of  Hart-Scott-Rodino,  and (b) any
applicable transfer or other taxes of any kind whatsoever imposed on the parties
due to the consummation of this agreement.

                                             Sincerely,

                                             /s/ Mike Kojaian
                                             ----------------
                                             Mike Kojaian

                                             /s/ C. Michael Kojaian
                                             ----------------------
                                             C. Michael Kojaian


                                             Kojaian Holdings LLC

                                             By: /s/ Mike Kojaian
                                             ------------------------
                                             Mike Kojaian, Its Member

                                             By: /s/ C. Michael Kojaian
                                             ------------------------------
                                             C. Michael Kojaian, Its Member


Accepted and agreed to as of August 30, 1999:

By: /s/ Heinz C. Prechter
    ----------------------
        Heinz C. Prechter


ASC Holdings LLC

By: /s/ Heinz C. Prechter
    ---------------------------------
        Heinz C. Prechter, Its Member