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                                                                    EXHIBIT 10.7

                                                                     [EXECUTION]

                               AMENDMENT NO. 3 TO
                         INVESTOR STOCKHOLDERS AGREEMENT

                  This AMENDMENT NO. 3 TO INVESTOR STOCKHOLDERS AGREEMENT (this
"Amendment"), dated December 27, 2002, is by and among J.L. French Automotive
Castings, Inc., a Delaware corporation (the "Company"), and those stockholders
whose names appear on the signature page hereto (collectively, the "Investors")
and amends that certain Investor Stockholders Agreement (the "Agreement"), dated
as of April 21, 1999 by and among the Company and certain of the Investors and
amended by that certain Amendment No. 2 to Investor Stockholders Agreement dated
November 30, 2000.

                  WHEREAS, JLF/AR-I LLC, a Delaware limited liability company
(the "LLC") and the Company have entered into a Class Q Stock Purchase Agreement
dated as of the date hereof (the "Purchase Agreement") pursuant to which the LLC
will acquire shares of the Company's Class Q-1 Common Stock and Class Q-2 Common
Stock.

                  WHEREAS, in connection with the issuance of the Class Q-1
Common and Class Q-2 Common, the parties hereto desire that the LLC become a
party to the Agreement and wish to amend the Agreement as set forth herein.

                  NOW, THEREFORE, in consideration of the agreements herein
contained, the parties hereto agree to amend the Agreement as follows:

                  1. Amendment to Preamble. The preamble of the Agreement is
hereby amended by deleting "Onex American Holdings LLC, a Delaware limited
liability company ("Onex") and substituting "Onex Corporation, an Ontario
corporation (together with its Affiliates, "Onex") therefor.

                  2. Amendments to Section 1.1: Certain Definitions.

                  (a) Section 1.1 of the Agreement is hereby amended by deleting
the definition "Common Stock" contained therein in its entirety and by
substituting the following therefor:

                  "Common Stock" means (i) Class A Common, Class A-1 Common,
Class A-2 Common, Class B Common, Class C Common, Class D-1 Common, Class D-2
Common, Class E Common, Class P Common, Class Q-1 Common Stock and Class Q-2
Common Stock and any other equity securities of the Company purchased, issued
to, issuable to or otherwise acquired by any Stockholder, (ii) any equity
securities issued or issuable, directly or indirectly, with respect to the
securities referred to in clause (i) above by way of stock dividend or stock
split, exchange or conversion, or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular shares constituting Common Stock, such shares will continue to be
Common Stock in the hands of any holder of such Common Stock (other than
purchasers pursuant to a Public Sale).

                  (b) Section 1.1 is hereby further amended by adding thereto
the following definitions, which shall be inserted in proper alphabetical order:




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                  "Class Q-1 Common" means the Company's Class Q-1 Common Stock,
par value $.01 per share.

                  "Class Q-2 Common" means the Company's Class Q-2 Non-Voting
Common Stock, par value $.01 per share.

                  3. Amendment to Section 6.1: Pre-Emptive Rights. Section
6.1(a) of the Agreement is hereby amended by inserting ", (vii) upon conversion
of Class Q-2 Common" immediately after "Class D-2 Common" in the first sentence
thereof and by deleting the penultimate sentence thereof and by substituting the
following therefor:

                  "In the event the Offered Securities consist of shares of
                  Class A Common, Class A-1 Common, Class A-2 Common, Class B
                  Common, Class C Common, Class D-1 Common, Class D-2 Common,
                  Class E Common, Class P Common, Class Q-1 Common, or Class Q-2
                  Common then (i) any shares offered to the holders of Class A
                  Common pursuant to this Section 6.1 shall be shares of Class A
                  Common, (ii) any shares offered to the holders of Class A-1
                  Common pursuant to this Section 6.1 shall be shares of Class
                  A-1 Common, (iii) any shares offered to the holders of Class
                  A-2 Common pursuant to this Section 6.1 shall be shares of
                  Class A-2 Common, (iv) any shares offered to the holders of
                  Class B Common pursuant to this Section 6.1 shall be shares of
                  Class B Common, (v) any shares offered to the holders of Class
                  C Common pursuant to this Section 6.1 shall be shares of Class
                  C Common, (vi) any shares offered to the holders of Class D-1
                  Common pursuant to this Section 6.1 shall be shares of Class
                  D-1 Common, (viii) any shares offered to the holders of Class
                  D-2 Common pursuant to this Section 6.1 shall be shares of
                  Class D-2 Common, (ix) any shares offered to the holders of
                  Class E Common pursuant to this Section 6.1 shall be shares of
                  Class E Common, (x) any shares offered to the holders of Class
                  P Common pursuant to this Section 6.1 shall be shares of Class
                  P Common, (y) any shares offered to the holders of Class Q-1
                  Common pursuant to this Section 6.1 shall be shares of Class
                  Q-1 Common, and (2) any shares offered to the holders of Class
                  Q-2 Common pursuant to this Section 6.1 shall be shares of
                  Class Q-2 Common."

                  4. Waiver of Pre-Emptive Rights. Solely with respect to the
issuance of the Class Q-1 Common and Class Q-2 Common, the undersigned
Stockholders, representing a majority of the shares of voting Common Stock,
hereby waive the application of the pre-emptive rights provisions set forth in
Section 6.1 of the Agreement, including, without limitation, the required notice
provisions set forth therein.

                  5. Addition of the LLC to the Agreement. The parties hereto
agree that, by and upon execution of this Amendment, the LLC shall be a party to
the Agreement and shall be considered a "Stockholder" and a holder of "Common
Stock" thereunder, and except as otherwise provided herein, the LLC shall be
entitled to the rights and benefits and subject to the




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duties and obligations of a Stockholder and a holder of Common Stock thereunder,
as fully as if the LLC were an original signatory thereto in such capacities.

                  6. Applicable Law. All issues and questions concerning the
construction, validity, interpretation and enforceability of this Amendment
shall be governed by, and construed in accordance with, the laws of the State of
Delaware, without giving effect to any choice of law or conflict of law
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Delaware.

                  7. Counterparts; Effectiveness. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Amendment shall become effective upon the execution of a
counterpart hereof by each of the parties hereto, and written or telephonic
notification of such execution and authorization of delivery thereof has been
received by each party hereto.


                                    * * * * *









                                       3
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                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers hereunto duly authorized
as of the day and year first written above.

                               J.L. FRENCH AUTOMOTIVE CASTINGS, INC.

                               By:      ____________________________________
                               Its:     ____________________________________

                               J2R PARTNERS III

                               By:      ____________________________________
                               Its:     ____________________________________

                               RANDOLPH STREET PARTNERS II

                               By:      ____________________________________
                               Its:     ____________________________________

                               BANCAMERICA CAPITAL INVESTORS II, L.P.

                               By:      BancAmerica Capital Management II, L.P.
                               Its:     General Partner

                               By:      BACM II, GP, LLC
                               Its:     General Partner

                               By:      ____________________________________
                               Its:     Authorized Member




[Signature Page to Amendment No. 3 to Investor Stockholders Agreement]

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                         THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

                         By:      ____________________________________
                         Its:     ____________________________________


                         NORWEST EQUITY CAPITAL, L.L.C.

                         By:      Itasca NEC, L.L.C., Managing Member
                         By:      ________________________, Member


                         TOWER AUTOMOTIVE, INC.

                         By:      ____________________________________
                         Its:     ____________________________________


                         ONEX CORPORATION,
                         as successor in interest to Onex American Holdings, LLC

                         By:      ____________________________________
                         Its:     ____________________________________

                         By:      ____________________________________
                         Its:     ____________________________________






         [Continuation of Signature Page to Amendment No. 3 to Investor
                            Stockholders Agreement]
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                  BAIRD CAPITAL PARTNERS III LIMITED PARTNERSHIP
                  By:      Baird Capital Partners Management Company III,
                           L.L.C.
                  Its:     General Partner

                  By:      ____________________________________
                  Its:     ____________________________________

                  BAIRD CAPITAL PARTNERS II LIMITED PARTNERSHIP
                  By:      Baird Capital Partners Management Company, L.L.C.
                  Its:     General Partner

                  By:      ____________________________________
                  Its:     ____________________________________

                  BCP III AFFILIATES FUND LIMITED PARTNERSHIP
                  By:      Baird Capital Partners Management Company III,
                           L.L.C.
                  Its:     General Partner

                  By:      ____________________________________
                  Its:     ____________________________________

                  BCP III SPECIAL AFFILIATES LIMITED PARTNERSHIP
                  By:      Baird Capital Partners Management Company III,
                           L.L.C.
                  Its:     General Partner

                  By:      ____________________________________
                  Its:     ____________________________________

                  BCP II AFFILIATES FUND LIMITED PARTNERSHIP
                  By:      Robert W. Baird & Co. Incorporated
                  Its:     General Partner

                  By:      ____________________________________
                  Its:     ____________________________________


                  WINDWARD/METROPOLITAN, L.L.C.

                  By:      ____________________________________
                  Its:     ____________________________________

                  WINDWARD/PARK WACI, L.L.C.

                  By:      ____________________________________
                  Its:     ____________________________________






         [Continuation of Signature Page to Amendment No. 3 to Investor
                            Stockholders Agreement]


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                      ------------------------------------------
                      Charles M. Waldon

                      ------------------------------------------
                      S. A. Johnson

                      ------------------------------------------
                      Karl F. Storrie

                      ------------------------------------------
                      Scott D. Rued

                      ------------------------------------------
                      Carl E. Nelson

                      ------------------------------------------
                      David J. Huls

                      ------------------------------------------
                      Judith A. Vijums

                      ------------------------------------------
                      Dan F. Moorse

                      Dugald K. Campbell, Trustee of The Dugald K. Campbell
                      Annuity Trust III, dated September 1, 1999

                      By:      ____________________________________
                      Its:     Trustee

                      Mary-Louise R. Johnson and her successors in trust, as
                      Trustees of the Mary-Louise R. Johnson Revocable Trust
                      under Agreement dated November 12, 2001

                      By:      ____________________________________
                      Its:     ____________________________________


                      JLF/AR-I LLC

                      By:      ____________________________________
                      Its:     ____________________________________





         [Continuation of Signature Page to Amendment No. 3 to Investor
                            Stockholders Agreement]