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                                                                    EXHIBIT 10.8


                      CONTRIBUTION AND ASSIGNMENT AGREEMENT

         KNOW ALL MEN BY THESE PRESENTS that, as of February 9, 1998 (the
"Execution Date"), KEY PLASTICS, INC., a Michigan corporation ("Key"), does
hereby contribute, assign, transfer, convey and deliver unto Key Plastics
Technology, L.L.C., a Michigan limited liability company and majority-owned
subsidiary of Key ("Key Technology"), or its successors and assigns, the
following:

         All assets, properties, goodwill, business as a going concern, rights,
privileges, claims, patents and licenses owned, leased or used by Key, except
the Excluded Assets (as defined herein) (the "Contributed Assets"). The
Contributed Assets shall include, without limitation, the following:

         (a) Balance Sheet Assets. All assets, tangible and intangible,
         reflected on Key's Balance Sheet as of December 31, 1997 (the "Closing
         Balance Sheet"), which Closing Balance Sheet is attached to this
         Agreement as Exhibit A.

         (b) Cash and Receivables. All cash, deposits (including security
         deposits), certificates of deposit and other cash equivalents (other
         than cash or cash equivalents in an amount not greater than $1,000 and
         certain proceeds from the exercise of stock options as described herein
         as Excluded Assets) and all accounts receivable and other receivables
         (except certain receivables described herein as Excluded Assets).

         (c) Inventories. All inventories (including raw materials, work in
         process, finished goods and any such inventories on consignment) as
         acquired in the normal course of business.

         (d) Tangible Assets. All machinery, equipment, furniture, fixtures,
         automobiles, trucks and other vehicles, leasehold improvements and
         other tangible property used in the Business.

         (e) Intangible Assets. All trademark registrations and applications
         therefor, trade name and names (whether or not registered or
         registerable), including, without limitation, the name "Key Plastics"
         and the goodwill pertaining thereto; all copyrights, labels and other
         trade rights, whether or not registered; all patents and pending patent
         applications; all inventions, processes, methods, patterns, devices,
         formulae, discoveries, improvements and other know-how, whether
         patentable or not; all plans, specifications and other data relating to
         customer's requirements for products; any and all employer's shop
         rights; all trademark licenses, royalty agreements, and patent
         licenses; and all causes of action of Key for the infringement of
         trademarks, trade names, labels and patents.

         (f) Contract Rights. All rights, claims and benefits of Key under all
         leases, purchase orders, franchises, sales contracts and all other
         contracts of whatever nature or


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         description, other than rights under any Employee Plans existing as of
         the Execution Date. "Employee Plans" shall mean all plans, contracts,
         programs and arrangements with respect to employees engaged in the
         Business, including, but not limited to, employment agreements, union
         contracts and supplemental agreements, pensions, profit sharing
         arrangements, bonuses, deferred compensation, retirement, stock option,
         restricted stock, phantom stock, disability, death benefit, severance,
         medical and hospitalization, insurance, vacation, dependent care,
         salary continuation, and other employee benefit plans, programs or
         arrangements, now or at any time maintained by Key or under which Key
         has or had any obligation in respect of any employee of Key.

         (g) Warranties. All rights under third party warranties, including
         manufacturer warranties relating to the Contributed Assets.

         (h) Books and Records. All books and records, customers lists and all
         other data relating to the Contributed Assets.

         (i) Proprietary Claims. Any and all rights, claims or causes of action
         against any employee, former employee or other person arising out of
         any agreement or covenant not to compete or any similar agreement, or
         the disclosure or use or threatened disclosure or threatened use of any
         proprietary information of Key, including (but not limited to) any
         invention, discovery, improvement, process, method, formula, treatment,
         knowhow, pattern, device, compilation of information, list of
         customers, document or record of information.

         (j) Subsidiary/Affiliate Interests. All of Key's equity interest in its
         subsidiaries or affiliates, including Key's equity interest in Key
         Plastics Automotive, L.L.C., a Michigan limited liability company; Key
         Plastics International, a Michigan limited liability company; Key
         Mexico A, L.L.C., a Michigan limited liability company ("Key Mexico
         A"); Key Mexico B, L.L.C., a Michigan limited liability company; Ley
         Plastic France, S.A.S., a French Societe par actions simplifiee; and
         Materias Plasticas, S.A., excluding, however, Key's equity interest in
         Key Plastics de Mexico, S. de R.L. de C.V., a Mexican Sociedad de
         Responsabilidad Limitada de Capital Variable ("Key Mexico").

         (k) Other Claims.  All other claims and causes of action.

         (l) Other. All other assets related to the kEY'S Business of every
         kind, nature and description, wherever located, whether tangible or
         intangible, including Key's goodwill and all rights and causes of
         action thereto, except for the Excluded Assets (as defined herein).

With all the foregoing TO HAVE AND TO HOLD, unto Key Technology, its successors
and assigns, FOREVER.


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         Key Technology is not acquiring, and Key is not contributing any of the
following assets of Key, which are referred to herein as the "Excluded Assets":

         (a) Corporate Records.  Minute books, stock transfer records and
         financial records.

         (b) Cash. Cash or cash equivalents in an amount not greater than $1,000
         and proceeds related to the exercise of stock options and related
         collections of Key shareholder notes receivable related to the issuance
         of capital stock of Key prior to the effective date of that certain
         Securities Purchase Agreement by and among Key, Key Technology and
         Paribas Principal Incorporated, dated February 9, 1998.

         (c) Receivables. Certain Key shareholder notes receivable related to
         the issuance of capital stock of Key prior to the effective date of
         that certain Securities Purchase Agreement by and among Key, Key
         Technology and Paribas Principal Incorporated, dated February 9, 1998.

         (d) Excluded Subsidiary. All of Key's equity interest in Key Mexico,
         such equity interest in Key Mexico to be contributed to Key Mexico A.

         (e) Employee Plans.  All Employee Plans existing as of the Execution
         Date.

         Key hereby authorizes Key Technology to take any and all action in
connection with any of the Contributed Assets, in the name of Key or in its own
or any other name.

         Key hereby warrants, covenants and agrees that it:

                  (i) is hereby conveying title to the Contributed Assets free
         and clear of any and all liabilities, obligations, claims, liens and
         encumbrances (whether absolute, accrued, contingent or otherwise),
         except those specifically assumed by Key Technology by an Assumption
         Agreement dated as of even date herewith;

                  (ii) will warrant and defend the contribution of the
         Contributed Assets against each and every person or persons claiming or
         who claims against any or all of the same; and

                  (iii) will take all steps necessary to put Key Technology, its
         successors or assigns, in actual possession and operating control of
         the Contributed Assets.

         Key hereby covenants that it shall, from time to time, make,
acknowledge, execute and deliver, or cause to be made, acknowledged, executed
and delivered, such instruments, acts, consents, deeds, transfers, assignments,
powers and assurances as Key Technology may reasonably require to more
effectively convey, transfer, assign, grant and vest in and to Key

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Technology and to put Key Technology in possession of any of the Contributed
Assets being contributed, conveyed, assigned, granted, transferred and delivered
hereunder.

         This Agreement shall be binding upon, inure to the benefit of and be
enforceable by, Key and Key Technology and their respective successors and
assigns.



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         IN WITNESS WHEREOF, the duly authorized officers of Key have executed
this General Assignment and Contribution Agreement on behalf of Key, intending
to be legally bound on the date first written above.

                                          KEY PLASTICS, INC.,
                                            a Michigan corporation



                                          By:  /s/ Mark J. Abbo
                                             ------------------------
                                            Name:  Mark J. Abbo
                                            Title: Treasurer and Assistant
                                                   Secretary

Accepted and Agreed:

KEY PLASTICS TECHNOLOGY, L.L.C.,
  a Michigan limited liability company

By:  Key Plastics, Inc.
Title:  Member


By:   /s/ Mark J. Abbo
    --------------------------
  Name:  Mark J. Abbo
  Title:    Treasurer and Assistant Secretary





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