April 14, 1999


JPE, Inc.
775 Technology Drive
Suite 200
Ann Arbor, Michigan 48108
Attention:  Messrs. Richard P. Eidswick, Richard Chrysler and James J. Fahrner

RE:  FORBEARANCE  AGREEMENT  AMONG  COMERICA  BANK,  NBD BANK,  NATIONAL BANK OF
     CANADA,  HARRIS  TRUST  AND  SAVINGS  BANK,  AND  BANK  ONE,  DAYTON,  N.A.
     (COLLECTIVELY,  THE  "BANKS"),  COMERICA  BANK,  AS  AGENT  FOR  THE  BANKS
     ("AGENT"),  JPE, INC.  ("COMPANY")  AND API/JPE,  INC.  (FORMERLY  KNOWN AS
     ALLPARTS,   INCORPORATED)   ("API"),   DAYTON  PARTS,  INC.  ("DPI"),   SAC
     CORPORATION,  STARBOARD INDUSTRIES,  INC. ("SBI"),  INDUSTRIAL & AUTOMOTIVE
     FASTENERS, INC. ("IAF"), PLASTIC TRIM, INC. ("PTI"), BRAKE, AXLE AND TANDEM
     COMPANY CANADA INC. AND JPE FINISHING,  INC.  (COLLECTIVELY,  "GUARANTORS")
     DATED AUGUST 10, 1998,  AND AMENDED BY A FIRST  AMENDMENT  DATED AUGUST 31,
     1998, A SECOND  AMENDMENT  DATED SEPTEMBER 4, 1998, A THIRD AMENDMENT DATED
     SEPTEMBER  16,  1998,  A FOURTH  AMENDMENT  DATED  OCTOBER 1, 1998, A FIFTH
     AMENDMENT DATED DECEMBER 1, 1998 AND A SIXTH AMENDMENT DATED MARCH 26, 1999
     (AS AMENDED, THE "FORBEARANCE AGREEMENT")

Dear Messrs. Eidswick, Chrysler and Fahrner:

Company and Guarantors have requested that Banks amend the Forbearance Agreement
to increase the Overformula Amount.

Subject to written  acceptance by Company and Guarantors of the following  terms
and conditions,  Agent and Banks are willing to amend the Forbearance Agreement,
as follows:

1.   All  capitalized  terms not  defined in this  seventh  amendment  ("Seventh
     Amendment") to the Forbearance  Agreement shall have the meanings described
     in the Forbearance Agreement and/or the Loan Documents.

2.   Except as modified by this  Seventh  Amendment,  the  Indebtedness  and the
     financing  arrangements  among Agent,  Banks,  Company and Guarantors shall
     continue to be  governed  by the  covenants,  terms and  conditions  of the
     Forbearance  Agreement  and the Loan  Documents,  which  are  ratified  and
     confirmed.  The liens and  security  interests  granted  to Agent and Banks
     under the Loan  Documents and the  Forbearance  Agreement are also ratified
     and  confirmed  by Company and the  undersigned  Guarantors.  This  Seventh
     Amendment  shall be binding  upon and shall  inure to the benefit of Agent,
     Banks,  Company  and  the  undersigned  Guarantors,  and  their  respective
     successors and assigns.

3.   Banks  agree that the  Overformula  Amount for April  1999 is  adjusted  as
     follows:

           Date                          Overformula Amount
           ----                          -------------------

           April 14                         $39,114,000
           April 15                          39,176,000
           April 16                          39,056,000
           April 19                          38,986,000
           April 20                          38,858,000
           April 21                          38,781,000
           April 22                          38,886,000
           April 23                          38,848,000
           April 26                          38,841,000
           April 27                          38,750,000
           April 28                          38,765,000
           April 29                          38,916,000
           April 30                          38,875,000

     Agent in it sole  discretion  may allow  Company up to two  business  days'
     grace in applying reductions in the Overformula Amount scheduled above. For
     example, Agent may in its sole discretion delay imposing the stepdown shown
     on April 29 until April 21.

4.   Company and Guarantors  represent that this Seventh Amendment has been duly
     authorized by each corporation's Board of Directors.  Attached as Exhibit A
     is a certified resolution and a certificate of incumbency for each.

5.   This Seventh  Amendment is not a waiver by Banks of any defaults  under the
     Forbearance Agreement and/or the Loan Documents.

6.   Company and the undersigned  Guarantors  hereby  represent and warrant that
     (a) execution,  delivery and performance of this Seventh  Amendment are not
     in  contravention  of law or the terms of any  agreement  by which they are
     bound, and do not require the consent or approval of any governmental body,
     agency, or authority,  and this Seventh Amendment will be valid and binding
     in  accordance  with its  terms;  (b) the  continuing  representations  and
     warranties  of Company  and the  undersigned  Guarantors  set forth in Loan
     Documents  are true and  correct on and as of the date hereof with the same
     force  and  effect  as  made on and as of the  date  hereof  other  than as
     previously  specified  in writing  to Agent and Banks;  and (c) no event of
     default,  or  condition  or event  which,  with the giving of notice or the
     running of time,  or both,  would  constitute an event of default under the
     Forbearance Agreement, has occurred and is continuing as of the date hereof
     other than as previously specified in writing to Agent and Banks.

7.   COMPANY, THE UNDERSIGNED GUARANTORS,  AGENT AND BANKS ACKNOWLEDGE AND AGREE
     THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE
     WAIVED.  EACH PARTY,  AFTER  CONSULTING  (OR HAVING HAD THE  OPPORTUNITY TO
     CONSULT) WITH COUNSEL OF THEIR CHOICE,  KNOWINGLY AND VOLUNTARILY,  AND FOR
     THEIR  MUTUAL  BENEFIT  WAIVES  ANY  RIGHT TO TRIAL BY JURY IN THE EVENT OF
     LITIGATION  REGARDING  THE  PERFORMANCE  OR  ENFORCEMENT  OF, OR IN ANY WAY
     RELATED TO, THIS SEVENTH  AMENDMENT,  THE FORBEARANCE  AGREEMENT,  THE LOAN
     DOCUMENTS OR THE INDEBTEDNESS.

8.   COMPANY AND THE UNDERSIGNED GUARANTORS,  IN EVERY CAPACITY,  INCLUDING, BUT
     NOT LIMITED TO, AS SHAREHOLDERS,  PARTNERS, OFFICERS, DIRECTORS,  INVESTORS
     AND/OR CREDITORS OF COMPANY AND/OR GUARANTORS,  OR ANY ONE OR MORE OF THEM,
     HEREBY  WAIVE,  DISCHARGE  AND  FOREVER  RELEASE  AGENT,  BANKS,  AND THEIR
     EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,  STOCKHOLDERS AND SUCCESSORS AND
     ASSIGNS,  FROM  AND OF ANY AND ALL  CLAIMS,  CAUSES  OF  ACTION,  DEFENSES,
     COUNTERCLAIMS OR OFFSETS AND/OR  ALLEGATIONS  COMPANY AND/OR GUARANTORS MAY
     HAVE, OR MAY HAVE MADE, OR ARE BASED ON FACTS OR CIRCUMSTANCES  ARISING, AT
     ANY TIME UP  THROUGH  AND  INCLUDING  THE DATE OF THIS  SEVENTH  AMENDMENT,
     WHETHER  KNOWN  OR  UNKNOWN,  AGAINST  ANY OR ALL OF  AGENT,  BANKS,  THEIR
     EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,  STOCKHOLDERS AND SUCCESSORS AND
     ASSIGNS.

Very truly yours,

COMERICA BANK, Agent


By:  /s/ Cynthia B. Jones
     ------------------------------
     Cynthia B. Jones

Its: Vice President
Special Assets Group
P.O. Box 75000
Detroit, Michigan 48275-3205
(313) 222-3780
(313) 222-5706 Fax



COMERICA BANK                                NBD BANK

By:  /s/ Cynthia B. Jones                    By:  /s/ Scott E. Roman
     ------------------------------               ---------------------------
                                                  As Agent for NBD Bank
Its: Vice President                          Its: Vice President



NATIONAL BANK OF CANADA                      HARRIS TRUST and SAVINGS BANK

By:  /s/ Loriann Curnyn                      By:  /s/
     ------------------------------               ---------------------------
Its: Group Vice President                    Its: Sr. Vice President

By:  /s/
     ------------------------------
Its: Vice President



BANK ONE, DAYTON, N.A.

By:  /s/ Scott E. Roman
     ------------------------------
Its: Vice President




ACKNOWLEDGED AND AGREED:


JPE, INC.                                    API/JPE, INC. (formerly known as
                                             ALLPARTS, INCORPORATED)

By:  /s/ Richard R. Chrysler                 By:  /s/ Richard R. Chrysler
     ------------------------------               ---------------------------
Its: President & CEO                         Its: President
Date: 4/20/99                                Date: 4/20/99



BRAKE, AXLE AND TANDEM                       DAYTON PARTS, INC.
COMPANY CANADA INC.

By:  /s/ Richrd R. Chrysler                  By:  /s/ Richard R. Chrysler
     ------------------------------               ---------------------------
Its: Chief Executive Officer                 Its: Chief Executive Officer
Date: 4/20/99                                Date: 4/20/99



JPE FINISHING, INC.                          SAC CORPORATION

By:  /s/ Richard R. Chrysler                 By:  /s/ Richard R. Chrysler
     ------------------------------               ---------------------------
Its: President                               Its: President
Date: 4/20/99                                Date: 4/20/99