SHAREHOLDERS REPRESENTATIVE AGREEMENT


     This Shareholders Representative Agreement (this "Agreement") is made as of
May 27,  1999  between  JPE,  Inc.  (d/b/a  ASCET INC),  a Michigan  corporation
("ASCET"),  and Richard P.  Eidswick  ("Eidswick").  All  capitalized  terms not
defined herein shall have the meanings  given them in the  Investment  Agreement
dated April 28, 1999 among ASC Holdings LLC,  Kojaian Holders LLC and ASCET (the
"Investment Agreement").

                                    RECITALS

     A. Section 3.3 of the  Investment  Agreement  provides  among other things,
that as soon as practical following the EBITDA Period, the Actual EBITDA and the
Adjusted  Target  EBITDA  shall  be  determined  by  ASCET's   certified  public
accountants  after  consultation  with Eidswick or, in the event of his death or
disability at the time, PricewaterhouseCoopers.

     B. Section 3.3 of the Investment  Agreement also provides that Eidswick may
in good faith object to the JPE Determination,  and that such objection shall be
submitted to the Accountants for a final binding  resolution,  all as more fully
provided for in the Investment Agreement.

     C. Section 3.3(f) of the Investment Agreement provides that ASCET shall pay
Eidswick all reasonable fees, costs and expenses incurred in connection with the
performance of his duties under Section 3.3 of the Investment Agreement.

     D. ASCET and Eidswick desire to enter an arrangement by which Eidswick will
perform  his  services  under  Section  3.3 of  the  Investment  Agreement  (the
"Shareholder  Representative  Services")  upon the terms and  conditions of this
Agreement.

     Therefore, the parties agree as follows:

     1.  Shareholders  Representative  Services.  During the Term (as defined in
Section 2)  Eidswick  shall in good  faith  perform  the duties and  obligations
assigned to him in Section 3.3 of the Investment Agreement.

     2. Term.  This Agreement  shall become  effective as of the date hereof and
shall remain in effect until the Final Actual EBITDA is  determined  and binding
on Buyer and Eidswick under Section 3.3(e) of the Investment Agreement.

     3. Relationship of the Parties. Nothing herein shall be construed to create
a  partnership  or joint venture by or between ASCET and Eidswick or to make one
the agent of the other.  ASCET and Eidswick  shall not hold  themselves out as a
partner or agent of the other or to otherwise  state or imply by  advertising or
otherwise any  relationship  between them in any manner contrary to the terms of
this  Agreement.  ASCET and Eidswick do not have,  and shall not represent  that
they  have,  the  power to bind or  legally  obligate  the  other.  The  parties
acknowledge  that this  arrangement is not exclusive and Eidswick shall have the
right  to  render  shareholder  representative  services  to  other  persons  or
entities.  Eidswick shall not be considered an employee of ASCET by either party
for any  purpose  whatsoever,  notwithstanding  that from time to time he may be
engaged in providing shareholder representative services on a full-time basis.

     4. Consideration.  As full consideration for Eidswick's  performance of the
Shareholder  Representative Services and for the covenants described in Sections
5 and 6 of this  Agreement,  ASCET  shall pay  Eidswick a fee equal to $25,000 a
year, payable in equal monthly  installments at the end of each month, and which
fee  shall  be  prorated  for any  partial  months.  In  addition,  upon  proper
presentation  of invoices,  ASCET shall  reimburse  Eidswick for any  reasonable
out-of-pocket expenses or third party expenses reasonably incurred in connection
wit his performance of the Shareholder Representative Services.

     5. Covenant Not To Sue.  Eidswick hereby covenants and agrees (a) to follow
the procedures  set forth in Section 3.3 of the Investment  Agreement to resolve
any dispute  involving  the subject  matter  addressed  in such Section 3.3 (the
"Section 3.3 Matters"),  including any dispute regarding the JPE  Determination,
the selection of the Accountants,  the decision of the Accountants and the Final
Actual  EBITDA and (b) not to sue ASCET,  the  Accountants,  ASC  Holdings  LLC,
Kojaian  Holdings  LLC or any other  party in  connection  with the  Section 3.3
Matters.

     6. Confidentiality.

     (a)  Eidswick  shall not, at any time during the Term (other than as may be
required in connection with the  performance of his  Shareholder  Representative
Services  hereunder) or thereafter,  directly or indirectly,  use,  communicate,
disclose or disseminate any Confidential Information (as defined in subparagraph
(b) of this Section 6) in any manner whatsoever.

     (b) As used in subparagraph  (a) of this Section 6, the term  "Confidential
Information" shall mean all business and technical  information  including,  but
not limited to,  information  of any nature and in any form which at the time or
times  concerned is not  generally  known to those  persons  engaged in business
similar to that conducted or contemplated by ASCET or any subsidiary,  affiliate
(including M.B. Associates, Inc. (d/b/a ASCET Sales & Engineering)), shareholder
or  predecessor  (other than by an act or acts of an employee not  authorized to
disclose  such  information),  and which  relates to one or more  aspects of the
present  or past  business  of  ASCET  and/or  any  affiliate,  shareholder,  or
predecessor,  including,  without limitation,  patents and patent  applications,
inventions and improvements  (whether or not patentable),  development projects,
policies,  processes,   formulas,   techniques,   know-how,  pricing,  financial
information,  and other facts  relating to  manufacturing,  sales,  advertising,
promotions,  transportation,  packaging,  labeling,  lab  techniques and testing
methods,  distribution,  financial matters, strategies,  customers and potential
customers,  marketing and sales methods, preparation of bids, vendor sources and
vendor financing  arrangements,  other than  information  which is independently
developed  or which is in the  public  domain or which  becomes  available  to a
recipient on a non-confidential basis without violating subparagraph (a) of this
Section 6 or which is  required to be  disclosed  by law and is  disclosed  in a
manner so required.

     7.  Notices.  Any  notice  or other  communication  required  or  permitted
hereunder  shall be in  writing  and shall be  deemed  given  when so  delivered
personally  or received by facsimile or  overnight  carrier or, if mailed,  four
days after the date of mailing, as follows:

     (a) If to ASCET, to it at:

                  ASCET INC
                  30400 Telegraph Road, Suite 401
                  Bingham Farms, Michigan 48025
                  Attention:  David L. Treadwell
                  Facsimile:  (248) 723-5536

                  With a copy to:

                  Honigman Miller Schwartz and Cohn
                  2290 First National Building
                  Detroit, Michigan 48226
                  Attention:  G. Scott Romney, Esq.
                  Facsimile:  (313) 465-8000

     (b) If to Eidswick, to him at:

                  Richard P. Eidswick
                  Arbor Partners LLC
                  130 South First Street
                  Ann Arbor, Michigan 48104
                  Facsimile:  (734) 669-4195

     Either party may change his or its address for  purposes of this  Agreement
by giving  notice of such  change of  address  to the other  party in the manner
provided in this Section 7.

     8.  Assignment..  This Agreement shall bind and inure solely to the benefit
of the parties and their respective successors and assigns. This Agreement shall
not be assignable or delegable by Eidswick  without the prior written consent of
ASCET.

     9. Entire Agreement; Amendment. This Agreement and the Investment Agreement
contains the entire  agreement of the parties with respect to the subject matter
of  this  Agreement.  This  Agreement  may be  altered  or  amended  only  by an
instrument  in  writing,  duly  executed  by both  parties  or, in the case of a
waiver, by the party waiving compliance.

     10.  Governing Laws;  Venue. The laws of the State of Michigan shall govern
this Agreement, its construction, and the determination of any rights, duties or
remedies of the parties arising out of or relating to this Agreement. Subject to
Section 11, the parties  acknowledge  that the United States  District Court for
the Eastern District of Michigan or the Michigan Circuit Court for the County of
Oakland shall have exclusive  jurisdiction over any case or controversy  arising
out of or relating to this Agreement and that all  litigation  arising out of or
relating to this  Agreement  shall be  commenced in the United  States  District
Court for the Eastern  District of Michigan or in the Michigan Circuit Court for
Oakland County.

     11. Arbitration.

     (a) The  arbitration  procedure  set forth in this  Section 11 shall be the
sole and exclusive  method for resolving and remedying  monetary  claims arising
out of disputes regarding this Agreement (the "Disputes"); provided that nothing
in this Section 11 shall prohibit a party from instituting litigation to enforce
any Final  Determination  (as  defined  below) or to obtain  injunctive  relief.
Except as otherwise provided in this Section 11 or in the Commercial Arbitration
Rules of the  American  Arbitration  Association  as in effect at the  pertinent
time, the arbitration procedures and any Final Determination  hereunder shall be
governed by, and shall be enforced pursuant to, the Uniform Arbitration Act.

     (b) In the event that either  party  asserts  that there  exists a Dispute,
such party  shall  deliver a written  notice to the other party  specifying  the
nature of the  asserted  Dispute and  requesting a meeting to attempt to resolve
the same. If no such  resolution is reached  within ten (10) business days after
such delivery of such notice,  the party  delivering such notice of Dispute (the
"Disputing  Person") may, within 45 business days after delivery of such notice,
commence  arbitration  by delivering to each other party a notice of arbitration
(a "Notice of  Arbitration").  Such  Notice of  Arbitration  shall  specify  the
matters as to which arbitration is sought, the nature of any Dispute, the claims
of each party to the  arbitration and shall specify the amount and nature of any
damages,  if any,  sought to be recovered as a result of any alleged claim,  and
any other matters required by the Commercial  Arbitration  Rules of the American
Arbitration  Association  as in  effect  at the  pertinent  time to be  included
therein, if any.

     (c)(i) The parties  shall in good faith select one  arbitrator to arbitrate
the dispute who shall resolve the dispute  according to the procedures set forth
in this Section 11.

     (c)(ii) If the parties are unable to agree upon an  arbitrator  pursuant to
Section 11 within fifteen (15) business  days,  then each party shall select one
arbitrator  within the next fifteen (15) business days. In the event that either
party fails to select an  arbitrator  as  provided in this  Section 11, then the
matter shall be resolved by the arbitrator  selected by the other party. If each
party  chooses  an  arbitrator,  then  those  arbitrators  shall  select a third
independent, neutral arbitrator expert in the subject matter of the dispute, and
the three  arbitrators  so selected  shall  resolve the matter  according to the
procedures  set forth in this  Section  11. If the  arbitrators  selected by the
parties are unable to agree on a third  arbitrator  within fifteen (15) business
days, after their selection,  each such arbitrator shall prepare a list of three
independent arbitrators, and the third arbitrator shall then be selected by lot.

     (d) The  arbitration  shall be conducted  under the Commercial  Arbitration
Rules of the American  Arbitration  Association  as in effect from time to time,
except as modified by the written  agreement of the parties,  to this Agreement.
The  arbitrator(s)  shall  so  conduct  the  arbitration  that a  final  result,
determination,  finding, judgment and/or award (the "Final Determination") shall
be made or  rendered  as soon as  practicable,  but in no event  later  than one
hundred (100) business days after the delivery of the Notice of Arbitration  nor
later than ten (10) business days following  completion of the arbitration.  The
Final  Determination must be agreed upon and signed by the sole arbitrator or by
at least two of the three arbitrators (as applicable).  The Final  Determination
shall be final and  binding on all  parties and there shall be no appeal from or
reexamination of the Final  Determination,  except for fraud,  perjury,  evident
partiality or misconduct  by an arbitrator  prejudicing  the rights of any party
and to correct manifest  clerical errors.  The prevailing party or parties shall
be entitled to Fees and Costs.

     (e) The arbitration shall be conducted in Southfield, Michigan.

     (f) Judgment may be entered  upon the Final  Determination  by any court of
competent jurisdiction.

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

     13. Counterparts. This Agreement may be executed (manually or by facsimile)
in counterparts,  each of which shall be an original, but both of which together
shall constitute one instrument.

     IN WITNESS WHEREOF,  the parties have executed and delivered this Agreement
on the date first set forth in the introductory paragraph of this Agreement.


                                      JPE, INC.
                                      (d/b/a ASCET INC),
                                      a Michigan corporation

                                      By:      /s/ David L. Treadwell
                                               -------------------------
                                               Name:  David L. Treadwell
                                               Its:     Chairman/CEO

                                      Richard P. Eidswick

                                      /s/ Richard P. Eidswick
                                      ----------------------------------