SUBORDINATED DEMAND REVOLVING CREDIT NOTE


$3,000,000.00                                                    August 23, 1999
                                                         Bingham Farms, Michigan

         FOR VALUE RECEIVED, JPE, Inc. (d/b/a ASCET INC), a Michigan corporation
(the  "Company"),  hereby  promises to pay to the order of ASC  Incorporated,  a
Michigan  corporation  ("ASC"),  at One Heritage  Place,  Suite 400,  Southgate,
Michigan 48195, or at such other place as ASC may from time to time designate in
writing,  in lawful  money of the United  States of America  and in  immediately
available funds, the principal sum of Three Million Dollars ($3,000,000.00),  or
so much of said sum as has been advanced from time to time by ASC to the Company
as recorded on the  Schedule  hereto or the books and records of ASC and is then
outstanding under this Note,  together with interest on the outstanding  balance
thereof, as provided below. Payment of all amounts due and owing under this Note
(the "Subordinated Debt") shall be due upon demand.

                                 REPAYMENT TERMS

         The  indebtedness  outstanding  hereunder  from time to time shall bear
interest  in lawful  money of the United  States,  on the basis of a year of 365
days for the actual  number of days  elapsed in a month,  at a rate equal to the
prime rate declared by Comerica  Bank from time to time,  plus 150 basis points,
compounded  quarterly  and  payable  quarterly  on or before  March 31, June 30,
September  30 and  December  31 of each year and on  payment of  principal  upon
demand.  Any change in such prime rate shall immediately  affect a change in the
rate of interest payable hereunder.

         ASC is  hereby  authorized  by the  Company  to record on its books and
records  the date and amount of each  advance  under this Note and the amount of
each payment or prepayment of principal  thereon,  which books and records shall
constitute  prima  facie  evidence of the  information  so  recorded;  provided,
however,  that any  failure  by ASC to  record  any such  information  shall not
relieve the Company of its obligation to repay the outstanding  principal amount
of such advances and any amount payable with respect  thereto in accordance with
the terms of this Note.

         This  Note may be  prepaid  in  whole  or in part at any  time  without
prepayment  premium or  penalty;  all  payments  under this Note shall  first be
applied to costs of collection  or other similar  amounts owing under this Note,
then to accrued interest, and any remainder to principal.

         This Note is a Note under which advances, repayments and readvances may
be made from time to time,  with requests for advances to be in such form as ASC
may from time to time reasonably  require;  provided that ASC shall not make any
advance  hereunder  to the extent such  advance  would  result in the  principal
balance  then  outstanding  under  this Note to be in  excess  of Three  Million
Dollars ($3,000,000.00) or if the Company shall be in default under this Note.

         The Company waives demand,  presentment,  protest, diligence, notice of
dishonor  and any other  formality  in  connection  with this Note.  The Company
agrees to pay,  in addition to the  principal,  interest  and other sums due and
payable on this Note, all costs of collecting  this Note,  including  reasonable
attoneys' fees and expenses. The rights and remedies of ASC under this paragraph
shall be  cumulative  and shall be in addition to any other  rights and remedies
that ASC may have under this Note, any other agreement, at law or in equity.


                               SUBORDINATION TERMS

         Noteholder,  for itself and its successors  and assigns,  covenants and
agrees,  and the  Company,  on its own behalf  and on behalf of each  subsequent
holder (and each subsequent holder, by acceptance hereof, so assigns,  covenants
and agrees) of  Subordinated  Debt likewise  covenants and agrees,  that, to the
extent and in the manner set forth in this Note, the Subordinated  Debt, and the
payment  from  whatever  source  of the  principal  of,  and  interest  on,  the
Subordinated Debt, are hereby expressly made subordinate and subject in right of
payment  to the prior  payment  in full in cash of all  indebtedness  (including
reimbursement  obligations,  principal,  interest,  fees,  costs  and  expenses,
whether or not such amounts would  constitute an allowed claim in any bankruptcy
proceeding) under the obligations of the company to Comerica Bank (together with
any replacements, amendments, renewals or refinancings of such indebtedness, the
"Senior  Debt").  The holders of the Senior Debt are intended to be  third-party
beneficiaries  of these  provisions  and entitled to enforce the  provisions  as
fully  as  if  they  were  party  to  such   provisions.   No  modifications  to
subordination  terms under this Note shall be  effective  without the consent of
the holders of the Senior Debt.

         In the event that a default  under the Senior Debt shall have  occurred
and be continuing,  then no payment on account of the Subordinated  Debt (and no
payment on account of the purchase or  redemption  or other  acquisition  of the
Subordinated  Debt)  shall be made by or on behalf of the Company for the period
(the  "Blockage  Period")  from the date of  receipt  by the  Company of written
notice of such default from the lenders of the Senior Debt (a "Blocking Notice")
until the  earlier of (1) the date,  if any,  on which the Senior  Debt to which
such default relates is discharged or (2) such default is waived by the required
holders of such Senior Debt or otherwise cured.

         Immediately  upon the  expiration of any Blockage  Period,  the Company
shall resume making any and all interest  payments in accordance  with the terms
of the subordinated Debt.

         In the event that,  notwithstanding  the foregoing,  the holders of the
Subordinated  Debt shall have  received any payment  prohibited by the foregoing
provisions,  including,  without limitation, any such payment arising out of the
exercise  by the  holders  of the  Subordinated  Debt of a right of  set-off  or
counterclaim,  then, and in any such event,  such payment shall be held in trust
for the  benefit of, and shall be  immediately  paid over or  delivered  to, the
holders of Senior  Debt or their  representative  or  representatives  or to the
trustee or trustees under any indenture under which any  instruments  evidencing
any of such Senior Debt may have been issued, ratably according to the aggregate
amounts  remaining  unpaid on account of the  principal  of,  and  interest  and
premium  (if any) on,  the Senior  Debt held or  represented  by each  holder of
Senior Debt, for  application to such Senior Debt remaining  unpaid,  whether or
not then due and payable.

         Nothing  contained  in  this  Note  nor in any of the  other  documents
executed  herewith,  shall  affect  the  obligation  of the  Company to make (or
prevent the Company from making) regularly  scheduled  payments of principal of,
or interest and premium (if any) on, the  Subordinated  Debt or any other amount
payable by the  Company in  accordance  with the terms  hereof  except  during a
Blockage  Period  or  the  pendency  of  any  case,   proceeding,   dissolution,
liquidation  or other  winding up,  assignment  for the benefit of  creditors or
other marshaling of assets and liabilities of the Company.

         No right of any present or future  holder of any Senior Debt to enforce
subordination  as herein  provided shall at any time in any way be prejudiced or
impaired  by any act or failure to act on the part of the  Company or by any act
or failure to act, in good faith, by such holder,  or by any  non-compliance  by
the Company with the terms, provisions and covenants of this Note, regardless of
any knowledge thereof such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing  paragraph,
the holders of Senior  Debt may, at any time and from time to time,  without the
consent of or notice to the holders of the Subordinated  Debt, without incurring
responsibility  to the holders of the Subordinated Debt and without impairing or
releasing  the   subordination   provided  in  this  Subordinated  Note  or  the
obligations  hereunder of the holders of the Subordinated Debt to the holders of
Senior Debt, do any one or more of the following: (1) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Debt;  (2) release any person liable in any manner for the  collection of Senior
Debt; (3) exercise or refrain from exercising any rights against the Company and
any other person liable on the Senior Debt;  and (4) amend,  renew or extend the
Senior Debt and related documents.

         The  Company  and ASC  desire and  intend  that the terms,  provisions,
conditions,  covenants, remedies and other obligations contained in this Note be
enforceable  to the fullest  extent  permitted  by law. If any term,  provision,
condition, covenant, remedy, or other obligation of this Note or the application
thereof to any person or circumstance  shall, to any extent,  be construed to be
illegal,  invalid  or  unenforceable,  in  whole  or in part,  then  such  term,
provision,  condition,  covenant, remedy, or other obligation shall be construed
in a manner so as to  permit  its  enforceability  under  applicable  law to the
fullest extent permitted by law. In any case, the remaining  terms,  provisions,
conditions,  covenants, remedies and obligations of this Note or the application
thereof to any person or circumstance, except those to which they have been held
illegal, invalid, or unenforceable, shall remain in full force and effect.






         This Note is made  under,  and shall be governed  by and  construed  in
accordance  with,  the laws of the State of Michigan  without  giving  effect to
choice of law principles of such State.


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


                                   By:  _____________________________________
                                        Name:  Joseph E. Blake
                                        Its:  Vice President and
                                              Chief Financial Officer


































              Schedule to Subordinated Demand Revolving Credit Note
                   from JPE, Inc. in favor of ASC Incorporated
                              dated August 23, 1999

                                           Principal
Trans-         Principal                    Amount       Principal
action         Amount of      Interest      Paid or       Balance       Notation
 Date            Loan          Rate         Prepaid      Outstanding     Made by

                 $0.00          N/A          $0.00          $0.00          ASC