May 7, 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, A SIXTH AMENDMENT DATED MARCH 26, 1999, A
     SEVENTH  AMENDMENT DATED APRIL 14, 1999, AND AN EIGHTH  AMENDMENT DATED MAY
     3, 1999 (AS AMENDED, THE "FORBEARANCE AGREEMENT")

Dear Messrs. Eidswick, Chrysler and Fahrner:

Company and Guarantors have requested that Banks amend the Forbearance Agreement
to amend 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  ninth  amendment  ("Ninth
     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  Ninth  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  Ninth
     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 May 10-21, 1999 is adjusted as
     follows:

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

                  May 10                         $38,727,575
                  May 11                          38,775,075
                  May 12                          38,781,075
                  May 13                          38,795,075
                  May 14                          38,792,075
                  May 17                          38,697,825
                  May 18                          38,751,275
                  May 19                          38,852,275
                  May 20                          38,794,775
                  May 21                          38,657,775

     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 May 17 until May 19. On the  business  day of  Company's  receipt  of an
     anticipated tax refund of approximately $190,000, and for each business day
     thereafter, the Overformula Amount will be reduced by the amount of the tax
     refund.

4.   Company and Guarantors  represent  that this Ninth  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 Ninth  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 Ninth 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 Ninth 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 NINTH  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 NINTH 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/ Sandra J. Sanders
      -------------------------                       -------------------------
Its:  Group Vice President                      Its:  Vice President

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


BANK ONE, DAYTON, N.A.

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

<PAGE>

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: 5/11/99                                   Date: 5/11/99


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

By:   /s/ Richard R. Chrysler                   By:   /s/ Richard R Chrysler
      -------------------------                       -------------------------
Its:  Chief Executive Officer                   Its:  Chief Executive Officer
Date: 5/11/99                                   Date: 5/11/99


JPE FINISHING, INC.                             SAC CORPORATION

By:   /s/ Richard R. Chrysler                   By:   /s/ Richard R. Chrysler
      -------------------------                       -------------------------
Its:  President                                 Its:  President
Date: 5/11/99                                   Date: 5/11/99