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                                                                   EXHIBIT 10.11

                             OXFORD AUTOMOTIVE, INC.

                                   $35,000,000

                   10 1/8% SENIOR SUBORDINATED NOTES DUE 2007
                               PURCHASE AGREEMENT


                                                              New York, New York
                                                                  March 24, 1998
Salomon Brothers Inc
Seven World Trade Center
New York, New York  10048

Ladies and Gentlemen:

    Oxford Automotive, Inc., a Michigan corporation (the "Company"), proposes to
issue and sell to Salomon Brothers Inc (the "Initial Purchaser"), $35,000,000
principal amount of its 10 1/8% Senior Subordinated Notes Due 2007 (the
"Securities"), to be guaranteed on a senior subordinated basis (the "Subsidiary
Guarantees") by BMG North America Limited, an On- tario corporation; BMG
Holdings Inc., an Ontario corporation; Lobdell Emery Corporation, a Michigan
corporation; Winchester Fabrication Corporation, a Michigan corporation;
Creative Fabrication Corporation, a Tennessee corporation; Parallel Group
International, Inc., an Indiana corporation; Laserweld International LLC, an
Indiana corporation; Concept Management Corporation, a Michigan corporation,
Lewis Emery Capital Corporation, a Michigan corporation, RPI Holdings, Inc., a
Michigan corporation and Howell Industries, Inc., a Michigan corporation (each a
"Subsidiary Guarantor" and collectively the "Subsidiary Guarantors"), and to be
issued under an indenture (the "Indenture") dated as of June 15, 1997 between
the Company, the Subsidiary Guarantors and First Trust National Association, as
trustee (the "Trustee").

    The sale of the Securities to the Initial Purchaser will be made without
registration of the Securities under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance upon exemptions from the registration
requirements of the Securities Act. You have advised the Company that the
Initial Purchaser will offer and sell the Securities purchased hereunder in
accordance with Section 4 hereof as soon as you deem advisable.

    In connection with the sale of the Securities, the Company has prepared a
final offering memorandum, dated March 24, 1998 (including any and all exhibits
thereto and any information or documents incorporated by reference therein, the
"Final Memorandum"). The Final Memorandum sets forth certain information
concerning the Company, the Subsidiary Guarantors and the Securities. The
Company and the Subsidiary Guarantors, jointly and severally, hereby confirm
that they


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have authorized the use of the Final Memorandum, and any amendment or supplement
thereto, in connection with the offer and sale of the Securities by the Initial
Purchaser. Unless stated to the contrary, all references herein to the Final
Memorandum are to the Final Memorandum at the Execution Time (as defined below)
and are not meant to include any amendment or supplement, or any information
incorporated by reference therein, subsequent to the Execution Time and any
references herein to the terms "amend," "amendment" or "supplement" with respect
to the Final Memorandum shall be deemed to refer to and include any information
filed under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the Execution Time which is incorporated by reference
therein.

    The holders of the Securities will be entitled to the benefits of the
Registration Agreement dated the date hereof, among the Company, the Subsidiary
Guarantors and the Initial Purchaser (the "Registration Agreement").

    Capitalized terms used herein without definitions have the respective
meanings assigned to them in the Final Memorandum.

1.  Representations and Warranties. The Company and the Subsidiary Guarantors,
    jointly and severally, represent and warrant to, and agree with the Initial
    Purchaser as set forth below in this Section 1.

         (a)  Each of the Company, the Subsidiary Guarantors and their 
    respective subsidiaries is a corporation, a limited liability company or a
    partnership, duly incorporated or formed, and is validly existing as a
    corporation, a limited liability company or a partnership in good standing
    under the laws of the jurisdiction in which it is chartered, organized or
    formed and is duly qualified to do business as a foreign corporation,
    limited liability company or partnership and is in good standing under the
    laws of each jurisdiction which requires such qualification wherein it owns
    or leases material properties or conducts material business, except in such
    jurisdictions in which the failure to so qualify would not have a material
    adverse effect on the Company, the Subsidiary Guarantors and their
    respective subsidiaries taken as a whole.

         (b)  Each of the Company, the Subsidiary Guarantors and their 
    respective subsidiaries has full power (corporate and other) to own or lease
    its properties and conduct its business as described in the Final
    Memorandum; and each of the Company and the Subsidiary Guarantors has full
    power (corporate and other) to issue


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    the Securities and to enter into this Agreement, the Indenture, the
    Subsidiary Guarantees and the Registration Agreement (collectively, the
    "Transaction Documents") to which it is a party and to carry out all the
    terms and provisions hereof and thereof to be carried out by it, including,
    without limitation, the issuance, sale and delivery of the Securities.

         (c)  The issued shares of capital stock of each of the Company's
    subsidiaries have been duly authorized and validly issued, are fully paid
    and nonassessable and, except as otherwise set forth in the Final
    Memorandum, are owned beneficially, directly or indirectly, by the Company
    free and clear of any security interests, liens, encumbrances, preemptive
    rights or claims.

         (d)  The Company's authorized capital stock consists of 400,000 shares
    of common stock, of which 309,750 shares are issued and outstanding. Except
    as set forth in the Final Memorandum, no holders of outstanding shares of
    capital stock of the Company are entitled as such to any preemptive or other
    rights to subscribe for any of the Securities.

         (e)  The consolidated financial statements and schedules of the Company
    and its consolidated subsidiaries included in the Final Memorandum present
    fairly in all material respects the financial position of the Company and
    its consolidated subsidiaries and the results of operations and changes in
    financial condition as of the dates and periods therein specified. Such
    financial statements and schedules have been prepared in accordance with
    generally accepted accounting principles consistently applied throughout the
    periods involved (except as otherwise noted therein). The pro forma
    financial statements of the Company and its subsidiaries and the related
    notes thereto included in the Final Memorandum have been properly compiled
    on the bases described therein, and the assumptions used in the preparation
    thereof are reasonable and the adjustments used therein are appropriate to
    give effect to the transactions and circumstances referred to therein and to
    the knowledge of the Company such pro forma financial statements and the
    related notes thereto have been prepared in accordance with the Securities
    and Exchange Commission's (the "Commission") rules and guidelines with
    respect to pro forma financial statements, except as may be required with
    respect to the proposed acquisition of the Eaton Suspension Division. The
    selected financial data set forth under the caption "Selected Consolidated
    Historical Financial Data" and "Pro Forma Combined Financial Data" in the
    Final Memorandum present fairly in


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    all material respects, on the basis stated in the Final Memorandum, the
    information included therein.

         (f)  Each of Price Waterhouse LLP, who have certified certain financial
    statements of the Company and its consolidated subsidiaries and Deloitte &
    Touche, who have certified certain financial statements of BMG North America
    Limited and delivered their respective reports with respect to the audited
    consolidated financial statements and schedules included in or incorporated
    by reference in the Final Memorandum, are independent public accountants
    within the meaning of the Securities Act and the applicable rules and
    regulations thereunder.

         (g)  The execution, delivery and performance of this Agreement have 
    been duly authorized by the Company and the Subsidiary Guarantors, this
    Agreement has been duly executed and delivered by the Company and the
    Subsidiary Guarantors and, upon the due execution and delivery by the other
    parties hereto, this Agreement will constitute a legal, valid and binding
    obligation of the Company and the Subsidiary Guarantors, enforceable in
    accordance with its terms, subject to the effects of bankruptcy, insolvency,
    fraudulent conveyance, moratorium, reorganization or other similar laws or
    court decisions relating to or affecting the rights of creditors generally
    or of general principles of equity (whether considered in a proceeding in
    equity or at law) and the unenforceability under certain circumstances under
    law or court decisions of provisions providing for the indemnification of or
    contribution to a party with respect to a liability where such
    indemnification or contribution is contrary to public policy. This Agreement
    conforms in all material respects to the description thereof contained in
    the Final Memorandum.

         (h)  No legal or governmental proceedings are pending to which the
    Company or any of its subsidiaries is a party or to which the property of
    the Company or any of its subsidiaries is subject that are not described in
    the Final Memorandum, and no such proceedings have been threatened against
    the Company or any of its subsidiaries or with respect to any of their
    respective properties, except in each case for such proceedings that, if the
    subject of an unfavorable decision, ruling or finding, would not,
    individually or in the aggregate, result in a material adverse effect on the
    condition (financial or otherwise), business prospects, net worth or results
    of operations of the Company and its subsidiaries, taken as a whole (a
    "Material Adverse Effect"), or have a Material Adverse Effect on the ability
    of the Company or any Subsidiary Guarantor to perform its obligations under
    any


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    of the Transaction Documents.

         (i)  The issuance, offering and sale of the Securities to the Initial
    Purchaser by the Company and the Subsidiary Guarantors pursuant to this
    Agreement, the compliance by the Company and the Subsidiary Guarantors with
    the other provisions of this Agreement and the authorization, execution and
    delivery by the Company and the Subsidiary Guarantors of this Agreement and
    the other Transaction Documents to which it is a party and the consummation
    of the other transactions contemplated herein and therein do not (i) require
    the consent, approval, authorization, registration or qualification of or
    with any governmental authority, except such as have been obtained and such
    as may be required under state securities or blue sky laws or, with respect
    to the obligations under the Registration Agreement, except such as may be
    required under the Trust Indenture Act of 1939, as amended (the "Trust
    Indenture Act"), or as may be required to register the Securities under the
    Securities Act or (ii) conflict with or result in a breach or violation of
    any of the terms and provisions of, or constitute a default under, (A) any
    indenture, mortgage, deed of trust, lease or other agreement or instrument
    to which the Company or any of its subsidiaries is a party or by which the
    Company or any of its subsidiaries or any of their respective properties are
    bound, or (B) the charter documents or bylaws of the Company or any of its
    subsidiaries or (C) any statute or any judgment, decree, order, rule or
    regulation of any court or other governmental authority or any arbitrator
    applicable to the Company or any of its subsidiaries, except in each case
    for such conflicts, breaches or violations that would not, individually or
    in the aggregate, result in a Material Adverse Effect.

         (j)  The Company and each of its subsidiaries have good and marketable
    title to all items of real property and good title to all material personal
    property owned by each of them, in each case free and clear of any security
    interests, liens, encumbrances, equities, claims and other defects, except
    such as do not materially and adversely affect the value of such property
    and do not interfere with the use made or proposed to be made of such
    property by the Company or its subsidiaries, and the Company and its
    subsidiaries have valid, subsisting and enforceable leases for the
    properties described in the Final Memorandum as leased by them, with
    exceptions in each case as are not material and do not interfere with the
    business of the Company and its subsidiaries, taken as a whole, in each case
    except as described in or contemplated by the Final Memorandum.


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         (k)  No labor dispute with the employees of the Company or any of its
    subsidiaries exists or, to the knowledge of the Company or any of its
    Subsidiary Guarantors, is threatened or imminent that would result in a
    Material Adverse Effect, except as described in or contemplated by the Final
    Memorandum.

         (l)  The Company and each of its subsidiaries are insured by insurers 
    of recognized financial responsibility against such losses and risks and in
    such amounts as are prudent and customary in the businesses in which they
    are engaged; and neither the Company nor any of its subsidiaries has any
    reason to believe that it will not be able to renew its existing insurance
    coverage as and when such coverage expires or to obtain similar coverage
    from similar insurers as may be necessary to continue its business at a cost
    that would not result in a Material Adverse Effect, except as described in
    or contemplated by the Final Memorandum.

         (m)  No subsidiary of the Company is currently prohibited, directly or
    indirectly, from paying any dividends to the Company, from making any other
    distribution on such subsidiary's capital stock, from repaying to the
    Company any loans or advances to such subsidiary from the Company or from
    transferring any of such subsidiary's property or assets to the Company,
    except as described in the Final Memorandum.

         (n)  The Company and its subsidiaries possess all certificates,
    authorizations and permits issued by the appropriate federal, state or
    foreign regulatory authorities required to conduct their respective
    businesses except for those the failure to possess which, individually or in
    the aggregate, would not have a Material Adverse Effect, and neither the
    Company nor any of its subsidiaries has received any notice of proceedings
    relating to the revocation or modification of any such certificate,
    authorization or permit which, singly or in the aggregate, if the subject of
    an unfavorable decision, ruling or finding, would result in a Material
    Adverse Effect, except as described in or contemplated by the Final
    Memorandum.

         (o)  The Company and its subsidiaries have filed all foreign, federal,
    state and local tax returns that are required to be filed through the date
    hereof or have requested extensions thereof and have paid all taxes (other
    than immaterial amounts of franchise taxes with respect to immaterial
    subsidiaries and immaterial amounts of severance taxes) required to be paid
    by them and any other assessment, fine or penalty levied against them, to


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    the extent that any of the foregoing is due and payable, except where the
    failure to pay such assessment, fine or penalty levied against them would
    not singly or in the aggregate have a Material Adverse Effect and except for
    any such assessment, fine or penalty that is currently being contested in
    good faith or as described in or contemplated by the Final Memorandum.

         (p)  Neither the Company nor any of its subsidiaries is in violation of
    any federal or state law or regulation relating to occupational safety and
    health or to the storage, handling or transportation of hazardous or toxic
    materials, and the Company and its subsidiaries have received all permits,
    licenses or other approvals required of them under applicable federal and
    state occupational safety and health and environmental laws and regulations
    to conduct their respective businesses, and the Company and its subsidiaries
    are in compliance with all terms and conditions of any such permit, license
    or approval, except any such violation of law or regulation, failure to
    receive required permits, licenses or other approvals or failure to comply
    with the terms and conditions of such permits, licenses or approvals which
    would not, singly or in the aggregate, result in a Material Adverse Effect,
    except as described in or contemplated by the Final Memorandum.

         (q)  The Company and each of its subsidiaries maintain a system of
    internal accounting controls sufficient to provide reasonable assurance that
    (i) transactions are executed in accordance with management's general or
    specific authorizations; (ii) transactions are recorded as necessary to
    permit preparation of financial statements in conformity with generally
    accepted accounting principles and to maintain asset accountability; (iii)
    access to assets is permitted only in accordance with management's general
    or specific authorization; and (iv) the recorded accountability for assets
    is compared with the existing assets at reasonable intervals and appropriate
    action is taken with respect to any differences.

         (r)  No default exists, and no event has occurred which, with notice or
    lapse of time or both, would constitute a default in the due performance and
    observance of any terms, covenant or condition of any indenture, mortgage,
    deed of trust, lease or other agreement or instrument to which the Company
    or any of its subsidiaries is a party or by which the Company or any of its
    subsidiaries or any of their respective properties is bound or may be
    affected in any material adverse respect with regard to property, business
    or


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    operations of the Company and its subsidiaries, taken as a whole, except for
    such defaults that would not result in a Material Adverse Effect.

         (s)  The Indenture has been duly and validly authorized and the
    Registration Agreement, the Securities and the Subsidiary Guarantees have
    been duly and validly authorized and, in the case of the Registration
    Agreement, when duly executed and delivered by the parties thereto and, in
    the case of the Securities, when duly issued, authenticated and delivered in
    accordance with the terms of the Indenture, endorsed by each Subsidiary
    Guarantor and paid for in accordance with the terms of this Agreement, (A)
    the Securities will be validly issued and outstanding and will constitute
    valid and binding obligations of the Company enforceable against the Company
    in accordance with their terms and entitled to the benefits of the Indenture
    and the Registration Agreement and (B) the Subsidiary Guarantees will
    constitute valid and binding obligations of the Subsidiary Guarantors
    enforceable against the Subsidiary Guarantors in accordance with their
    terms, subject to the effects of bankruptcy, insolvency, fraudulent
    conveyance, moratorium, reorganization or other similar laws or court
    decisions relating to or affecting the rights of creditors generally or of
    general principles of equity (whether considered in a proceeding in equity
    or at law). The Securities, the Subsidiary Guarantees, the Indenture and the
    Registration Agreement conform in all material respects to the description
    thereof contained in the Final Memorandum.

         (t)  Except as may otherwise be disclosed in the Final Memorandum, the
    Company and its subsidiaries conduct their business in compliance with all
    applicable laws, rules and regulations of the jurisdictions in which they
    are conducting business, except where the failure to be so in compliance
    would not have a Material Adverse Effect.

         (u)  The Final Memorandum, at the date hereof, does not, and at the
    Closing Date (as defined below) will not (and any amendment or supplement
    thereto, at the date thereof and at the Closing Date, will not), contain any
    untrue statement of a material fact or omit to state any material fact
    necessary to make the statements therein, in the light of the circumstances
    under which they were made, not misleading; provided, however, that no
    representation or warranty is made by the Company and its subsidiaries with
    respect to the information contained in or omitted from the Final
    Memorandum, or any amendment or supplement thereto, in reliance upon and in
    conformity


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    with information furnished in writing to the Company or the Subsidiary
    Guarantors by or on behalf of the Initial Purchaser specifically for
    inclusion therein.

         (v)  Neither the Company, the Subsidiary Guarantors nor any of their
    respective Affiliates (as defined in Rule 501(b) of Regulation D under the
    Securities Act ("Regulation D")), nor any person acting on its or their
    behalf (provided that no representation is made as to the Initial Purchaser
    or any person acting on its behalf), has, directly or indirectly, (i) sold,
    offered for sale, solicited offers to buy or otherwise negotiated in respect
    of any security (as defined in the Securities Act) which is or will be
    integrated with the sale of the Securities and requires registration of the
    Securities under the Securities Act or (ii) engaged in any form of general
    solicitation or general advertising (within the meaning of Regulation D) in
    connection with the offering of the Securities.

         (w)  Assuming the Securities are issued, sold and delivered as
    contemplated by the Final Memorandum and this Agreement; that each of the
    representations, warranties and covenants of the Initial Purchaser contained
    in this Agreement are true, correct and complete; and that the Initial
    Purchaser complies with the covenants in this Agreement, it is not necessary
    in connection with the offer and sale and delivery of the Securities in the
    manner contemplated by this Agreement and the Final Memorandum to register
    the Securities or the Subsidiary Guarantees under the Securities Act or to
    qualify the Indenture under the Trust Indenture Act.

         (x)  The Securities satisfy the eligibility requirements of Rule
    144A(d)(3) under the Securities Act.

         (y)  None of the Company, the Subsidiary Guarantors nor any of their
    respective Affiliates, nor any person acting on its or their behalf
    (provided that no representation is made as to the Initial Purchaser or any
    person acting on its behalf), has engaged in any directed selling efforts
    with respect to the Securities, and each of them has complied with the
    offering restrictions requirement of Regulation S ("Regulation S") under the
    Securities Act. Terms used in this paragraph have the meanings given to them
    by Regulation S.

         (z)  The Company has been advised by the National Association of
    Securities Dealers, Inc. PORTAL Market that the Securities have been
    designated PORTAL eligible securities in accordance with the rules and
    regulations of the National Association of Securities Dealers, Inc.


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         (aa) Neither the Company nor any Subsidiary Guarantor is an "investment
    company" within the meaning of the Investment Company Act of 1940, as
    amended (the "Investment Company Act"), without taking account of any
    exemption arising out of the number of holders of the Company's or the
    Subsidiary Guarantors' securities.

         (bb) Neither the Company nor any Subsidiary Guarantor has paid or
    agreed to pay to any person any compensation for soliciting another to
    purchase any securities of the Company or the Subsidiary Guarantors (except
    as contemplated by this Agreement).

         (cc) The information provided by the Company pursuant to Section 5(h)
    hereof will not, at the date thereof, contain any untrue statement of a
    material fact or omit to state any material fact necessary to make the
    statements therein, in the light of the circumstances under which they were
    made, not misleading.

         (dd) To the knowledge of the Company and each of the Subsidiary
    Guarantors, except as described in the Final Memorandum and except as would
    not reasonably be expected to result in a Material Adverse Effect, (A)
    neither the Company nor any of its subsidiaries is in violation of, or has
    received any notice that it is subject to liability under, any federal,
    state, local or foreign statute, law, rule, regulation, ordinance, code or
    rule of common law or any judicial or administrative interpretation thereof,
    including any judicial or administrative order, decree, judgment or
    injunction relating to pollution or protection of human health or the
    environment (including, without limitation, ambient air, indoor air, surface
    water, groundwater, land surface or subsurface strata and natural
    resources), including, without limitation, those relating to the release or
    threatened release of chemicals, pollutants, contaminants, wastes, toxic
    substances, hazardous substances or constituents, petroleum or petroleum
    products (collectively, "Hazardous Materials") or to the manufacture,
    processing, distribution, use, treatment, storage, disposal, transport or
    handling of Hazardous Materials (collectively, "Environmental Laws"), (B)
    the Company and its subsidiaries have all permits, licenses, authorizations
    and approvals required under any applicable Environmental Laws, all of which
    are in full force and effect, and are each in compliance with any applicable
    Environmental Laws, (C) neither the Company nor any subsidiary has received
    notice that there are any pending or threatened administrative, regulatory
    or judicial actions, suits, demands, demand letters, claims, liens, notices
    of noncompliance, violation or potential


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    responsibility or liability, investigation or proceedings pursuant to any
    Environmental Laws against the Company or of its subsidiaries, or any of
    their respective predecessors-in-interest for which the Company or any of
    its subsidiaries is liable and (D) neither the Company nor any subsidiary
    has received notice that there are any past or present events, conditions or
    circumstances which have been alleged to form the basis of an order to
    conduct responsive or corrective action, or an action, suit or proceeding by
    any private party or governmental agency, against or affecting, or requiring
    capital or operating expenditures by, the Company or any of the subsidiaries
    pursuant to any Environmental Laws.

2.  Purchase and Sale. Subject to the terms and conditions and in reliance upon
    the representations and warranties herein set forth, the Company agrees to
    sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase
    from the Company, at a purchase price of 104.59% of the principal amount
    thereof, $35,000,000 aggregate principal amount of Securities.

3.  Delivery and Payment. Delivery of and payment for the Securities shall be
    made at 10:00 AM, New York City time, on April 1, 1998, or such later date
    as the Initial Purchaser shall designate, which date and time may be
    postponed by agreement between the Initial Purchaser and the Company (such
    date and time of delivery and payment for the Securities being herein called
    the "Closing Date"). Delivery of the Securities shall be made to the Initial
    Purchaser against payment by the Initial Purchaser of the purchase price
    thereof to or upon the order of the Company by wire transfer in federal
    (same-day) funds or such other manner of payment as may be agreed by the
    Company and the Initial Purchaser. Delivery of the Securities shall be made
    at such location as the Initial Purchaser shall reasonably designate at
    least one business day in advance of the Closing Date and payment for the
    Securities shall be made at the office of Cahill Gordon & Reindel ("Counsel
    for the Initial Purchaser"), 80 Pine Street, New York, New York or such
    other place as the parties may otherwise agree. Certificates for the
    Securities shall be registered in such names and in such denominations as
    the Initial Purchaser may request not less than three full business days in
    advance of the Closing Date.

         The Company agrees to have the Securities available for inspection,
    checking and packaging by the Initial Purchaser in New York, New York, not
    later than 1:00 PM, New York City time, on the business day prior to the
    Closing Date.


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4.  Offering of Securities. The Initial Purchaser represents and warrants to and
    agrees with the Company that:

         (a)  It has not offered or sold, and will not offer or sell, any
    Securities except (i) to those it reasonably believes to be qualified
    institutional buyers (as defined in Rule 144A under the Securities Act) and
    that, in connection with each such sale, it has taken or will take
    reasonable steps to ensure that the purchaser of such Securities is aware
    that such sale is being made in reliance on Rule 144A, or (ii) in accordance
    with the restrictions set forth in Exhibit A hereto.

         (b)  Neither it nor any person acting on its behalf has made or will
    make offers or sales of the Securities in the United States by means of any
    form of general solicitation or general advertising within the meaning of
    Regulation D in the United States.

5.  Agreements. The Company and each of the Subsidiary Guarantors agree with the
    Initial Purchaser that:

         (a)  The Company will furnish to the Initial Purchaser and to Counsel
    for the Initial Purchaser, without charge, during the period referred to in
    paragraph (c) below, as many copies of the Final Memorandum (including any
    documents incorporated by reference therein) and any amendments and
    supplements thereto as it may reasonably request. The Company will pay the
    expenses of printing or other production of all documents relating to the
    offering.

         (b)  The Company will not amend or supplement the Final Memorandum
    without the prior written consent of the Initial Purchaser.

         (c)  If at any time prior to the completion of the sale of the
    Securities by the Initial Purchaser, any event occurs as a result of which
    the Final Memorandum, as then amended or supplemented, would include any
    untrue statement of a material fact or omit to state any material fact
    necessary to make the statements therein, in the light of the circumstances
    under which they were made, not misleading, or if it should be necessary to
    amend or supplement the Final Memorandum to comply with applicable law, the
    Company will promptly notify the Initial Purchaser of the same and, subject
    to the requirements of paragraph (b) of this Section 5, will prepare and
    provide to the Initial Purchaser pursuant to paragraph (a) of this Section 5
    an amendment or supplement which will correct such statement or omission or
    effect such compliance.


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         (d)  The Company will arrange for the qualification of the Securities
    for sale by the Initial Purchaser under the laws of such jurisdictions as
    the Initial Purchaser may designate and will maintain such qualifications in
    effect so long as required for the sale of the Securities. Each of the
    Company and the Subsidiary Guarantors will promptly advise the Initial
    Purchaser of the receipt by the Company of any notification with respect to
    the suspension of the qualification of the Securities for sale in any
    jurisdiction or the initiation or threatening of any proceeding for such
    purpose.

         (e)  The Company and the Subsidiary Guarantors will not, and will not
    permit any of their respective Affiliates to, resell any Securities which
    constitute "restricted securities" under Rule 144 that have been acquired by
    any of them.

         (f)  Neither the Company, nor any of its Affiliates, nor any person
    acting on its or their behalf will, directly or indirectly, make offers or
    sales of any security, or solicit offers to buy any security, under
    circumstances the offering of which security will be integrated with the
    sale of the Securities in a manner that would require the registration of
    the Securities under the Securities Act.

         (g)  Neither the Company, nor any of its Affiliates, nor any person
    acting on its or their behalf will engage in any form of general
    solicitation or general advertising (within the meaning of Regulation D) in
    connection with any offer or sale of the Securities in the United States.

         (h)  So long as any of the Securities are "restricted securities" 
    within the meaning of Rule 144(a)(3) under the Securities Act, the Company
    will, during any period in which it is not subject to and in compliance with
    Section 13 or 15(d) of the Exchange Act, provide to each holder of such
    restricted securities and to each prospective purchaser (as designated by
    such holder) of such restricted securities, upon the request of such holder
    or prospective purchaser, any information required to be provided by Rule
    144A(d)(4) under the Securities Act. This covenant is intended to be for the
    benefit of the holders, and the prospective purchasers designated by such
    holders, from time to time of such restricted securities.

         (i)  Neither the Company, nor any of its Affiliates, nor any person
    acting on its or their behalf will engage in any directed selling efforts
    with respect to the


<PAGE>   14


                                      14

    Securities, and each of them will comply with the offering restrictions
    requirement of Regulation S. Terms used in this paragraph have the meanings
    given to them by Regulation S.

         (j)  The Company will cooperate with the Initial Purchaser and use its
    best efforts to permit the Securities to be eligible for clearance and
    settlement through The Depository Trust Company.

         (k)  The Company will not, until 90 days following the Closing Date,
    without the prior written consent of the Initial Purchaser, offer, sell or
    contract to sell, or otherwise dispose of, directly or indirectly, or
    announce the offering of, any debt securities issued or guaranteed by the
    Company or any of its subsidiaries (other than the Securities); provided,
    however, that the foregoing will not apply to borrowings from banks under
    bank credit facilities or to the issuance of debt securities to the seller
    of assets or businesses acquired by the Company or subsidiaries as part of
    the purchase price therefor provided that each seller agrees not to resell
    such debt securities for a period of 90 days following the Closing Date.

         (l)  The Company will apply the net proceeds from the sale of the
    Securities sold by it substantially in accordance with its statements under
    the caption "Use of Proceeds" in the Final Memorandum.

         (m)  The Company shall include information substantially in the form 
    set forth in Exhibit A in the Final Memorandum.

6.  Conditions to the Obligations of the Initial Purchaser. The obligations of
    the Initial Purchaser to purchase the Securities shall be subject to the
    accuracy, in all material respects, of the representations and warranties on
    the part of the Company and the Subsidiary Guarantors contained herein at
    the date and time that this Agreement is executed and delivered by the
    parties hereto (the "Execution Time"), and the Closing Date, to the accuracy
    of the statements of the Company and the Subsidiary Guarantors made in any
    certificates pursuant to the provisions hereof, to the performance by the
    Company and the Subsidiary Guarantors of their obligations hereunder and to
    the following additional conditions:

         (a)  The Company shall have furnished to the Initial Purchaser the
    opinion of Dykema Gossett PLLC, counsel for the Company and the Subsidiary
    Guarantors, dated the Closing Date, to the effect that


<PAGE>   15


                                       15

              (i)       each of the Company and the Subsidiary Guarantors and 
         each other subsidiary of the Company has been duly incorporated or
         organized and is validly existing as a corporation or limited liability
         company in good standing under the laws of the jurisdiction in which it
         is chartered or organized, with full corporate power and authority to
         own its properties and conduct its business as described in the Final
         Memorandum, and is duly qualified to do business as a foreign
         corporation or limited liability company and is in good standing under
         the laws of each jurisdiction listed on Schedule I hereto;

              (ii)      the Indenture has been duly authorized, executed and
         delivered, and constitutes a legal, valid and binding instrument
         enforceable against the Company and the Subsidiary Guarantors in
         accordance with its terms (subject, as to the enforcement of remedies,
         to applicable bankruptcy, reorganization, insolvency, moratorium or
         other laws affecting creditors' rights generally from time to time in
         effect) except that such counsel shall express no opinion concerning
         the enforceability of waivers or defenses therein; the Securities and
         the Subsidiary Guarantees are in the form contemplated by the Indenture
         and have been duly and validly authorized and, when the Securities are
         executed and authenticated in accordance with the provisions of the
         Indenture and delivered to and paid for by the Initial Purchaser
         pursuant to this Agreement, will constitute legal, valid and binding
         obligations of the Company and the Subsidiary Guarantors entitled to
         the benefits of the Indenture, subject to the effects of bankruptcy,
         insolvency, fraudulent conveyance, moratorium, reorganization or other
         similar laws or court decisions relating to or affecting the rights of
         creditors generally or of general principles of equity (whether
         considered in a proceeding in equity or at law);

              (iii)     insofar as the Final Memorandum contains a discussion of
         specific legal proceedings or regulatory matters, including the
         information contained in the Final Memorandum under the headings
         "Business - Legal Proceedings," "Business Regulatory Matters" and
         "Description of Certain Indebtedness," to such counsel's knowledge such
         discussion fairly summarizes the matters therein described;

              (iv)      this Agreement has been duly authorized,


<PAGE>   16


                                       16

         executed and delivered by the Company and the Subsidiary Guarantors;

              (v)       to such counsel's knowledge, no consent, approval,
         authorization or order of any court or governmental agency or body is
         required for the consummation of the transactions contemplated herein,
         except such as may be required under the blue sky or securities laws of
         any jurisdiction in connection with the purchase and sale of the
         Securities by the Initial Purchaser;

              (vi)      none of the issue and sale of the Securities, the 
         execution and delivery of the Indenture, the issuance of the Subsidiary
         Guarantees, the consummation of any other of the transactions herein or
         therein contemplated nor the fulfillment of the terms hereof or thereof
         will conflict with, result in a breach or violation of, or constitute a
         default under any Law applicable to the Company or the charter or
         by-laws of the Company or the Subsidiary Guarantors or the terms of any
         indenture or other agreement or instrument known to such counsel and to
         which the Company or any of its subsidiaries is a party or bound or any
         judgment, order or decree known to such counsel to be applicable to the
         Company or any of its subsidiaries of any court, regulatory body,
         administrative agency, governmental body or arbitrator having
         jurisdiction over the Company or any of its subsidiaries except to the
         extent any such breach, violation or default will not have a Material
         Adverse Effect;

              (vii)     assuming the accuracy of the representations and 
         warranties and compliance with the agreements contained herein, no
         registration of the Securities or the Subsidiary Guarantees under the
         Securities Act is required, and no qualification of the Indenture or
         the Subsidiary Guarantees under the Trust Indenture Act is necessary,
         for the offer and sale by the Initial Purchaser of the Securities in
         the manner contemplated by this Agreement;

              (viii)    neither the Company nor any of the Subsidiary Guarantors
         is an "investment company" within the meaning of the Investment Company
         Act without taking account of any exemption arising out of the number
         of holders of the Company's or the Subsidiary Guarantors' securities;
         and

              (ix)      to the best of such counsel's knowledge,


<PAGE>   17


                                      17

         there are no legal or governmental actions, suits or proceedings
         pending or threatened to which the Company or any of its subsidiaries
         is or is threatened to be made a party or of which property owned or
         leased by the Company or any of its subsidiaries is or is threatened to
         be made the subject, which actions, suits or proceedings could,
         individually or in the aggregate, prevent or adversely affect the
         transactions contemplated by the Transaction Documents or the
         Securities or result in a Material Adverse Effect in the condition
         (financial or otherwise) of the Company; and except as may otherwise be
         described in the Final Memorandum, neither the Company nor any of its
         subsidiaries is a party or subject to the provisions of any injunction,
         judgment, decree or order of any court, regulatory body, administrative
         agency or other governmental body which could have a Material Adverse
         Effect on the condition (financial or otherwise) of the Company.

         Such counsel shall also state that although such counsel has not
    undertaken, except as otherwise indicated in their opinion, to determine
    independently, and does not assume any responsibility for, the accuracy,
    completeness or fairness of the statements contained or incorporated by
    reference in the Final Memorandum, such counsel has participated in the
    preparation of the Final Memorandum, including review and discussion of the
    contents thereof, and nothing has come to the attention of such counsel that
    has caused them to believe that at the Execution Time the Final Memorandum,
    including the documents incorporated by reference therein, contained an
    untrue statement of material fact or omitted to state a material fact
    required to be stated therein or necessary to make the statements therein,
    in light of the circumstances under which they were made, not misleading or
    that any amendment or supplement to the Final Memorandum, as of its
    respective date, and as of the Closing Date contained any untrue statement
    of a material fact or omitted to state a material fact required to be stated
    therein or necessary in order to make the statements therein, in light of
    the circumstances under which they were made, not misleading (it being
    understood that such counsel need express no opinion with respect to the
    financial statements and the notes thereto and the schedules and other
    financial and statistical data included or incorporated by reference in the
    Final Memorandum).

         In rendering such opinion, such counsel may rely (A) as to matters
    involving the application of laws of any


<PAGE>   18


                                       18

    jurisdiction other than the State of New York, the State of Michigan or the
    United States, to the extent they deem proper and specified in such opinion,
    upon the opinion of other counsel of good standing whom they reasonably
    believe to be reliable and who are satisfactory to counsel for the Initial
    Purchaser and (B) as to matters of fact, to the extent they deem proper, on
    certificates of responsible officers of the Company and public officials.

         All references in this Section 6(a) to the Final Memorandum shall be
    deemed to include any amendment or supplement thereto at the Closing Date.

         (b)  The Initial Purchaser shall have received from Counsel for the
    Initial Purchaser such opinion or opinions, dated the Closing Date, with
    respect to the issuance and sale of the Securities, the Final Memorandum (as
    amended or supplemented at the Closing Date) and other related matters as
    the Initial Purchaser may reasonably require, and the Company shall have
    furnished to such counsel such documents as they request for the purpose of
    enabling them to pass upon such matters.

         (c)  The Company shall have furnished to the Initial Purchaser a
    certificate of the Company, signed by the Chairman of the Board or the
    President and the principal financial or accounting officer of the Company,
    dated the Closing Date, to the effect that the signers of such certificate
    have carefully examined the Final Memorandum, any amendment or supplement to
    the Final Memorandum and this Agreement and that:

              (i)       the representations and warranties of the Company and 
         the Subsidiary Guarantors in this Agreement are true and correct in all
         material respects on and as of the Closing Date with the same effect as
         if made on the Closing Date, and the Company and the Subsidiary
         Guarantors have complied with all the agreements and satisfied all the
         conditions on its part to be performed or satisfied hereunder at or
         prior to the Closing Date; and

              (ii)      since the date of the most recent financial statements
         included in the Final Memorandum, there has been no material adverse
         change in the condition (financial or other), earnings, business or
         properties of the Company and its subsidiaries, whether or not arising
         from transactions in the ordinary course of business, except at set
         forth in or contemplated by the Final Memorandum (exclusive of any
         amendment or supplement


<PAGE>   19


                                      19

         thereto).

         (d)  At the Execution Time and at the Closing Date, Price Waterhouse 
    LLP shall have furnished to the Initial Purchaser a letter or letters, dated
    respectively as of the Execution Time and as of the Closing Date, in form
    and substance satisfactory to the Initial Purchaser.

         (e)  Subsequent to the Execution Time or, if earlier, the dates as of
    which information is given in the Final Memorandum, there shall not have
    been (i) any change or decrease specified in the letter or letters referred
    to in paragraph (d) of this Section 6 or (ii) any change, or any development
    involving a prospective change, in or affecting the business or properties
    of the Company and its subsidiaries the effect of which, in any case
    referred to in clause (i) or (ii) above, is, in the reasonable judgment of
    the Initial Purchaser, so material and adverse as to make it impractical or
    inadvisable to market the Securities as contemplated by the Final
    Memorandum.

         (f)  The Company shall have furnished to the Initial Purchaser the
    opinion of Fasken Campbell Godfrey, special Canadian counsel for the Company
    and the Subsidiary Guarantors, dated the Closing Date, substantially in the
    form of Exhibit B hereto.

         (g)  On or prior to the Closing Date, the Company and the Subsidiary
    Guarantors shall have furnished to the Initial Purchaser such further
    information, certificates and documents as the Initial Purchaser may
    reasonably request.

         (h)  On or prior to the Closing Date, the Registration Agreement shall
    have been executed substantially in the form hereto delivered to you and
    shall have been delivered to you and the Trustee.

    If any of the conditions specified in this Section 6 shall not have been
fulfilled in all material respects when and as provided in this Agreement, or if
any of the opinions and certificates mentioned above or elsewhere in this
Agreement shall not be in all material respects reasonably satisfactory in form
and substance to the Initial Purchaser and Counsel for the Initial Purchaser,
this Agreement and all obligations of the Initial Purchaser hereunder may be
canceled at, or at any time prior to, the Closing Date by the Initial Purchaser.
Notice of such cancellation shall be given to the Company in writing or by
telephone or telegraph confirmed in writing.



<PAGE>   20


                                       20

    The documents required to be delivered by this Section<0- 95>6 will be
delivered at the office of Counsel for the Initial Purchaser, at 80 Pine Street,
New York, New York, on the Closing Date.

7.  Reimbursement of Expenses. If the sale of the Securities provided for herein
    is not consummated because any condition to the obligations of the Initial
    Purchaser set forth in Section 6 hereof is not satisfied, because of any
    termination pursuant to Section 9 hereof or because of any refusal,
    inability or failure on the part of the Company or the Subsidiary Guarantors
    to perform any agreement herein or comply with any provision hereof other
    than by reason of a default by the Initial Purchaser in payment for the
    Securities on the Closing Date, the Company and the Subsidiary Guarantors
    will, jointly and severally, reimburse the Initial Purchaser severally upon
    demand for all reasonable out-of-pocket expenses (including reasonable fees
    and disbursements of Cahill Gordon & Reindel) that shall have been incurred
    by them in connection with the proposed purchase and sale of the Securities.

8.  Indemnification and Contribution. (a) The Company and the Subsidiary
    Guarantors, jointly and severally, agree to indemnify and hold harmless the
    Initial Purchaser, the directors, officers, employees and agents of the
    Initial Purchaser and each person who controls the Initial Purchaser within
    the meaning of either the Securities Act or the Exchange Act against any and
    all losses, claims, damages or liabilities, joint or several, to which they
    or any of them may become subject under the Securities Act, the Exchange Act
    or other Federal or state statutory law or regulation, at common law or
    otherwise, insofar as such losses, claims, damages or liabilities (or
    actions in respect thereof) arise out of or are based upon any untrue
    statement or alleged untrue statement of a material fact contained in the
    Final Memorandum or any information provided by the Company to any holder or
    prospective purchaser of the Securities pursuant to Section 5(h) hereof, or
    in any amendment thereof or supplement thereto, or arise out of or are based
    upon the omission or alleged omission to state therein a material fact
    required to be stated therein or necessary to make the statements therein,
    in the light of the circumstances under which they were made, not
    misleading, and agrees to reimburse each such indemnified party, as
    incurred, for any legal or other expenses reasonably incurred by them in
    connection with investigating or defending any such loss, claim, damage,
    liability or action; provided, however, that neither the Company nor the
    Subsidiary Guarantors will be liable in any such case to the extent


<PAGE>   21


                                       21

    that any such loss, claim, damage or liability arises out of or is based
    upon any such untrue statement or alleged untrue statement or omission or
    alleged omission made in the Final Memorandum, or in any amendment thereof
    or supplement thereto, in reliance upon and in conformity with written
    information furnished to the Company by or on behalf of the Initial
    Purchaser specifically for inclusion therein.

         (b)  he Initial Purchaser agrees to indemnify and hold harmless each of
    the Company and the Subsidiary Guarantors, their respective directors,
    officers and each person who controls the Company or a Subsidiary Guarantor
    within the meaning of either the Securities Act or the Exchange Act, to the
    same extent as the foregoing indemnity from the Company and the Subsidiary
    Guarantors to the Initial Purchaser, but only with reference to written
    information relating to the Initial Purchaser furnished to the Company by or
    on behalf of the Initial Purchaser specifically for inclusion in the Final
    Memorandum (or in any amendment or supplement thereto). This indemnity
    agreement will be in addition to any liability which the Initial Purchaser
    may otherwise have. The Company and the Subsidiary Guarantors acknowledge
    that the statements set forth in the last paragraph of the cover page and
    under the heading "Plan of Distribution" in the Final Memorandum constitute
    the only information furnished in writing by or on behalf of the Initial
    Purchaser for inclusion in the Final Memorandum (or in any amendment or
    supplement thereto).

         (c)  romptly after receipt by an indemnified party under this Section 8
    of notice of the commencement of any action, such indemnified party will, if
    a claim in respect thereof is to be made against the indemnifying party
    under this Section 8, notify the indemnifying party in writing of the
    commencement thereof; but the failure so to notify the indemnifying party
    (i) will not relieve it from liability under paragraph (a) or (b) above
    unless and to the extent it did not otherwise learn of such action and such
    failure results in the forfeiture by the indemnifying party of substantial
    rights and defenses and (ii) will not, in any event, relieve the
    indemnifying party from any obligations to any indemnified party other than
    the indemnification obligation provided in paragraph (a) or (b) above. The
    indemnifying party shall be entitled to appoint counsel of the indemnifying
    party's choice at the indemnifying party's expense to represent the
    indemnified party in any action for which indemnification is sought (in
    which case the indemnifying party shall not thereafter be responsible for
    the fees and expenses of any separate counsel retained by the


<PAGE>   22


                                       22

    indemnified party or parties except as set forth below); provided, however,
    that such counsel shall be reasonably satisfactory to the indemnified party.
    Notwithstanding the indemnifying party's election to appoint counsel to
    represent the indemnified party in an action, the indemnified party shall
    have the right to employ separate counsel (including local counsel), and the
    indemnifying party shall bear the reasonable fees, costs and expenses of
    such separate counsel if (i) the use of counsel chosen by the indemnifying
    party to represent the indemnified party would present such counsel with a
    conflict of interest, (ii) the actual or potential defendants in, or targets
    of, any such action include both the indemnified party and the indemnifying
    party and the indemnified party shall have reasonably concluded on the
    advice of counsel that there may be legal defenses available to it and/or
    other indemnified parties which are different from or additional to those
    available to the indemnifying party, (iii) the indemnifying party shall not
    have employed counsel reasonably satisfactory to the indemnified party to
    represent the indemnified party within a reasonable time after notice of the
    institution of such action or (iv) the indemnifying party shall authorize
    the indemnified party to employ separate counsel at the expense of the
    indemnifying party. An indemnifying party will not, without the prior
    written consent of the indemnified parties, settle or compromise or consent
    to the entry of any judgment with respect to any pending or threatened
    claim, action, suit or proceeding in respect of which indemnification or
    contribution may be sought hereunder (whether or not the indemnified parties
    are actual or potential parties to such claim or action) unless such
    settlement, compromise or consent includes an unconditional release of each
    indemnified party from all liability arising out of such claim, action, suit
    or proceeding.

         (d)  In the event that the indemnity provided in paragraph (a) or (b) 
    of this Section 8 is unavailable to or insufficient to hold harmless an
    indemnified party for any reason, the Company and the Subsidiary Guarantors
    on the one hand and the Initial Purchaser on the other hand agree to
    contribute to the aggregate losses, claims, damages and liabilities
    (including legal or other expenses reasonably incurred in connection with
    investigating or defending same) (collectively, "Losses") to which the
    Company and the Subsidiary Guarantors or the Initial Purchaser, as
    applicable, may be subject in such proportion as is appropriate to reflect
    the relative benefits received by the Company and the Subsidiary Guarantors
    on the one hand or the Initial Purchaser on the other hand from the offering
    of the Securities;


<PAGE>   23


                                       23

    provided, however, that in no case shall the Initial Purchaser be
    responsible for any amount in excess of the purchase discount or commission
    applicable to the Securities purchased by the Initial Purchaser hereunder.
    If the allocation provided by the immediately preceding sentence is
    unavailable for any reason, the Company and the Subsidiary Guarantors on one
    hand and the Initial Purchaser on the other hand shall contribute in such
    proportion as is appropriate to reflect not only such relative benefits but
    also the relative fault of the Company and the Subsidiary Guarantors or the
    Initial Purchaser, as applicable, in connection with the statements or
    omissions which resulted in such Losses as well as any other relevant
    equitable considerations. Benefits received by the Company and the
    Subsidiary Guarantors shall be deemed to be equal to the proceeds from the
    offering net of purchase discounts and commissions (before deducting
    expenses), and benefits received by the Initial Purchaser shall be deemed to
    be equal to the total purchase discounts and commissions received by the
    Initial Purchaser from the Company in connection with the purchase of the
    Securities hereunder. Relative fault shall be determined by reference to
    whether any alleged untrue statement or omission relates to information
    provided by the Company, the Subsidiary Guarantors or the Initial Purchaser.
    The Company, the Subsidiary Guarantors and the Initial Purchaser agree that
    it would not be just and equitable if contribution were determined by pro
    rata allocation or any other method of allocation which does not take
    account of the equitable considerations referred to above. Notwithstanding
    the provisions of this paragraph (d), no person guilty of fraudulent
    misrepresentation (within the meaning of Section 11(f) of the Securities
    Act) shall be entitled to contribution from any person who was not guilty of
    such fraudulent misrepresentation. For purposes of this Section 8, each
    person who controls the Initial Purchaser within the meaning of either the
    Securities Act or the Exchange Act and each director, officer, employee and
    agent of the Initial Purchaser shall have the same rights to contribution as
    the Initial Purchaser, and each person who controls the Company or the
    Subsidiary Guarantors within the meaning of either the Securities Act or the
    Exchange Act and each officer and director of the Company or the Subsidiary
    Guarantors shall have the same rights to contribution as the Company and the
    Subsidiary Guarantors, subject in each case to the applicable terms and
    conditions of this paragraph (d).

9.  Termination. This Agreement shall be subject to termination in the absolute
    discretion of the Initial


<PAGE>   24


                                       24

    Purchaser, by notice given to the Company prior to delivery of and payment
    for the Securities, if prior to such time (i) any of the Company's
    securities shall have been suspended by the Commission or trading in
    securities generally on the New York Stock Exchange or the NASDAQ National
    Market shall have been suspended or limited or minimum prices shall have
    been established on either of such exchanges, (ii) a banking moratorium
    shall have been declared either by Federal or New York State authorities or
    (iii) there shall have occurred any outbreak or escalation of hostilities,
    declaration by the United States of a national emergency or war or other
    calamity or crisis the effect of which on financial markets is such as to
    make it, in the judgment of the Initial Purchaser, impracticable or
    inadvisable to proceed with the offering or delivery of the Securities as
    contemplated by the Final Memorandum.

10. Representations and Indemnities to Survive. The respective agreements,
    representations, warranties, indemnities and other statements of the
    Company, the Subsidiary Guarantors or their respective officers and of the
    Initial Purchaser set forth in or made pursuant to this Agreement will
    remain in full force and effect, regardless of any investigation made by or
    on behalf of the Initial Purchaser or the Company, the Subsidiary Guarantors
    or any of their respective officers, directors or controlling persons
    referred to in Section 8 hereof, and will survive delivery of and payment
    for the Securities. The provisions of Sections 7 and 8 hereof shall survive
    the termination or cancellation of this Agreement.

11. Notices. All communications hereunder will be in writing and effective only
    on receipt, and, if sent to the Initial Purchaser, will be mailed, delivered
    or telegraphed and confirmed to them, care of Salomon Brothers Inc, at Seven
    World Trade Center, New York, New York 10048; or, if sent to the Company,
    will be mailed, delivered or telegraphed and confirmed to it at Oxford
    Automotive, Inc., 1250 Stephenson Highway, Troy, Michigan 48083.

12. Successors. This Agreement will inure to the benefit of and be binding upon
    the parties hereto and their respective successors and the officers and
    directors and controlling persons referred to in Section 8 hereof, and,
    except as expressly set forth in Section 5(h) hereof, no other person will
    have any right or obligation hereunder.

13. Applicable Law. This Agreement will be governed by and construed in
    accordance with the laws of the State of New


<PAGE>   25


                                       25

    York without regard to principles of conflicts of law thereof.

14. Business Day. For purposes of this Agreement, "business day" means each
    Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which
    banking institutions in the City of New York, New York are authorized or
    obligated by law, executive order or regulation to close.

15. Counterparts. This Agreement may be executed in one or more counterparts,
    each of which will be deemed to be an original, but all such counterparts
    will together constitute one and the same instrument.



<PAGE>   26


                                       26

    If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
Agreement and your acceptance shall represent a binding agreement among the
Company, the Subsidiary Guarantors and the Initial Purchaser.

                                       Very truly yours,

                                       OXFORD AUTOMOTIVE, INC.

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Senior Vice President and Chief
                                               Financial Officer


                                       BMG NORTH AMERICA LIMITED

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       LOBDELL EMERY CORPORATION

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       WINCHESTER FABRICATION CORPORATION

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       CREATIVE FABRICATION CORPORATION

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer




<PAGE>   27


                                       27

                                       BMG HOLDINGS INC.

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       LASERWELD INTERNATIONAL, L.L.C.

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       PARALLEL GROUP INTERNATIONAL, INC.

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       CONCEPT MANAGEMENT CORPORATION

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       LEWIS EMERY CAPITAL CORPORATION

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer


                                       RPI HOLDINGS, INC.

                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer




<PAGE>   28


                                       28

                                       HOWELL INDUSTRIES, INC.


                                       By:   /s/ Donald C. Campion
                                          -------------------------------------
                                       Name:  Donald C. Campion
                                       Title:  Vice President, Chief Financial
                                               Officer and Treasurer




<PAGE>   29
                                      
                                      
                                      29
                                      
    The foregoing Agreement is hereby confirmed and accepted as of the date
first above written.


Salomon Brothers Inc


By   /s/ Thomas J. Spoto
  -------------------------------
  Name:  Thomas J. Spoto
  Title:  Associate



<PAGE>   30


                                       30

                                   SCHEDULE I


1.  Lobdell Emery Corporation, a Michigan corporation, is authorized to transact
    business in the State of Indiana.

2.  Howell Industries, Inc., a Michigan corporation, is authorized to transact
    business in the State of Ohio.






<PAGE>   31


                                                                       EXHIBIT A

                       Selling Restrictions for Offers and
                         Sales Outside the United States

    (1)  (a)  The Securities have not been and will not be registered under the
Securities Act and may not be offered or sold within the United States or to, or
for the account or benefit of, U.S. persons except in accordance with Regulation
S under the Securities Act or pursuant to an exemption from the registration
requirements of the Securities Act. The Initial Purchaser represents and agrees
that, except as otherwise permitted by Section 4(a)(i) or (ii) of the Agreement
to which this is an exhibit, it has offered and sold the Securities, and will
offer and sell the Securities, (i) as part of their distribution at any time and
(ii) otherwise until 40 days after the later of the commencement of the offering
and the Closing Date, only in accordance with Rule 903 of Regulation S under the
Securities Act. Accordingly, the Initial Purchaser represents and agrees that
neither it nor any of its affiliates nor any person acting on its or their
behalf has engaged or will engage in any directed selling efforts with respect
to the Securities, and that it and they have complied and will comply with the
offering restrictions requirement of Regulation S. The Initial Purchaser agrees
that, at or prior to the confirmation of sale of Securities (other than a sale
of Securities pursuant to Section 4(a)(i) or (ii) of the Agreement to which this
is an exhibit), it shall have sent to each distributor, dealer or person
receiving a selling concession, fee or other remuneration that purchases
Securities from it during the restricted period a confirmation or notice to
substantially the following effect:

         "The Securities covered hereby have not been registered under the U.S.
    Securities Act of 1933 (the "Securities Act") and may not be offered or sold
    within the United States or to, or for the account or benefit of, U.S.
    persons (i) as part of their distribution at any time or (ii) otherwise
    until 40 days after the later of the commencement of the offering and
    [specify closing date of the offering], except in either case in accordance
    with Regulation S or Rule 144A under the Securities Act. Terms used above
    have the meanings given to them by Regulation S."

         (b)  The Initial Purchaser also represents and agrees that it has not
entered and will not enter into any contractual arrangement with any distributor
with respect to the distribution of the Securities, except with its affiliates

                                       A-1

<PAGE>   32



or with the prior written consent of the Company.

         (c)  Terms used in this section have the meanings given to them by
Regulation S.

    (2)  The Initial Purchaser represents and agrees that (i) it has not offered
or sold and will not offer or sell, in the United Kingdom, by means of any
document, any Securities other than to persons whose ordinary business it is to
buy or sell shares or debentures, whether as principal or as agent (except in
circumstances which do not constitute an offer to the public within the meaning
of the Companies Act 1985 of Great Britain), (ii) it has complied and will
comply with all applicable provisions of the Financial Services Act 1986 of the
United Kingdom with respect to anything done by it in relation to the Securities
in, from or otherwise involving the United Kingdom, and (iii) it has only issued
or passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of the Securities to a person who is
of a kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988 or is a person to whom the
document may otherwise lawfully be issued or passed on.



                                       A-2

<PAGE>   33



                                                                         Annex 1

                        [SALOMON BROTHERS INC LETTERHEAD]


                                                               ___________, 1998


Price Waterhouse LLP
2301 West Big Beaver
Troy, Michigan  48084

Ladies and Gentlemen:

    Reference is hereby made to the Purchase Agreement (the "Purchase
Agreement") dated February [_____], 1998 among the undersigned (the "Initial
Purchasers") and Oxford Automotive, Inc. (the "Company") and the Subsidiary
Guarantors listed therein pursuant to which the Company will sell to the Initial
Purchaser, and the Initial Purchaser will purchase from the Company, $35,000,000
principal amount of the Company's [_____]% Senior Subordinated Notes Due 2007
(the "Securities").

    Pursuant to Section 6(d) of the Purchase Agreement, you are required to
deliver certain letters, in form and substance satisfactory to us, setting forth
the matters described in such Section (the "Auditor's Letters"). In connection
with your delivery of the Auditor's Letters, we confirm to you that:

         (i)  we are knowledgeable with respect to the due diligence review
    process that would be performed if this placement of Securities were being
    registered pursuant to the Securities Act of 1933, as amended (the "Act");
    and

         (ii) we will be reviewing certain information relating to the Company
    and the Subsidiary Guarantors that will be included or incorporated by
    reference in the Final Memorandum (as defined in the Purchase Agreement) and
    this review process, applied to the information relating to the Company and
    the Subsidiary Guarantors, will be substantially consistent with the due
    diligence review process that we would perform if this placement of
    Securities were being registered pursuant to the Act.

    In accordance with the foregoing, we hereby request that you deliver to us
the Auditor's Letters.



<PAGE>   34



                                       -2-



This letter is being furnished to you solely for the purpose of obtaining the
Auditor's Letters and may not be relied upon or used by you for any other
purpose, or given or shown to any other person, without our prior written
consent.


                                                  Very truly yours,

                                                  SALOMON BROTHERS INC


                                                  By:
                                                     --------------------------
                                                     Name:
                                                     Title: