UNITED STATES BANKRUPTCY COURT
                          EASTERN DISTRICT OF MICHIGAN
                                SOUTHERN DIVISION


In re                                                 Chapter 11

STARBOARD INDUSTRIES, INC.,                           Case No. 98-56099
                                                      Hon. Walter Shapero

     Debtor.

---------------------------------


                 FINAL ORDER AUTHORIZING POSTPETITION FINANCING
                        AND PROVIDING ADEQUATE PROTECTION

                 At a session of said Court held in the U.S.
                 Courthouse, City of Detroit, Michigan on
                 October 29, 1998

                 PRESENT: HONORABLE  Walter Shapero
                          U.S. BANKRUPTCY JUDGE

     This matter  having come on to be  considered  upon  Starboard  Industries,
Inc.'s ("Debtor") Motion for Entry of Order Authorizing  Postpetition  Financing
and Providing  Adequate  Protection  ("Motion"),  after notice and hearing,  the
Court having  reviewed the Motion and having heard the  statements of counsel in
support of the relief  requested  therein and any  objections  and any  evidence
offered; and the Court being fully advised in the premises;

     IT APPEARS AND THE COURT FINDS THAT:

     A. Debtor filed a petition for relief  under  Chapter 11 of the  Bankruptcy
Code on September 15, 1998 ("Petition Date").

     B. On September 15, 1998,  after an emergency  hearing on the Motion,  this
Court entered its Preliminary Interim Order Authorizing  Postpetition  Financing
and Providing  Adequate  Protection (the  "Preliminary  Order").  As part of the
Preliminary  Order,  this Court directed that the Motion,  the Preliminary Order
and  notice of the  September  18,  1998  hearing be sent to all  creditors  and
interested parties entitled to notice under Federal Rule of Bankruptcy Procedure
4001; such notice was given by the Debtor.

     C. On September 18, 1998, after notice and a hearing, this Court entered an
Interim  Order  Authorizing   Postpetition   Financing  and  Providing  Adequate
Protection  (the  "Interim  Order").  As part of the  Interim  Order,  the Court
directed  that  notice  of entry of the  Interim  Order  and of a final  hearing
thereon be sent to all creditors and interested parties entitled to notice under
Federal Rule of  Bankruptcy  Procedure  4001;  such notice has been given by the
Debtor.

     D. The Unsecured  Creditors' Committee (the "Committee") filed an objection
to entry of the  Interim  Order as a final  order.  Subject to the terms of this
Order, the Committee has withdrawn its objection.

     E. The  Court  has  jurisdiction  over this  matter  pursuant  to 28 U.S.C.
Sections 157 and 1334. This is a core proceeding  pursuant to 28 U.S.C.  Section
157(b)(2) and venue is proper in this judicial district.

     F. The procedure set forth in paragraph 34 of the Interim Order constituted
sufficient  "notice and  hearing"  under 11 U.S.C  Sections  102,  363, and 364,
Bankruptcy  Rules 2002,  4001,  6004,  6007, and 9006 and all  applicable  local
rules.

     G. Debtor is an automotive supplier manufacturing  component parts for sale
to  a  number  of  customers,   including  without  limitation,  General  Motors
Corporation ("GM") and Chrysler Corporation ("Chrysler" or together with GM, the
"Customers").  Pursuant to purchase  orders and supply  contracts with Debtor as
amended  from  time  to  time  ("Purchase  Orders"),   Debtor  is  obligated  to
manufacture  component  parts  for  the  Customers  which  are  utilized  by the
Customers in the manufacture of motor vehicles ("Component Parts").

<PAGE>

     H. Should Debtor fail to meet its  obligations to timely deliver  Component
Parts to the Customers as called for by the Purchase Orders,  the Customers will
suffer significant damages and may have claims against Debtor for such damages.

     I.  Before  the  commencement  of its  bankruptcy  case,  Debtor,  and  its
affiliate,  Plastic Trim, Inc.  ("PTI" or together with Debtor,  the "Debtors"),
together with its parent JPE, Inc. and its other  affiliates  including  without
limitation,  Industrial Automotive Fasteners,  Inc. ("IAF"),  Dayton Parts, Inc.
("DPI"), SAC Corporation ("SAC") and Allparts, Inc. ("API" or together with IAF,
DPI and SAC, the "Non-Debtor Subsidiaries") were parties to loan agreements with
Comerica Bank, as agent for itself and other lenders (the "Prepetition Lenders")
pursuant  to the  terms of the Third  Amended  and  Restated  JPE,  Inc.  Credit
Agreement  dated as of December 31, 1996, as amended (the "Credit  Agreement" or
together with all related loan and collateral  documents,  the "Prepetition Loan
Documents").

     J. As part of the  Prepetition  Loan  Documents,  the  Debtor  granted  the
Prepetition  Lenders a security  interest in: all of the tangible and intangible
personal property,  real property and fixtures and assets of Debtor, whether now
owned or existing or  hereafter  acquired  or arising  and  wheresoever  located
including, without limitation (the "Prepetition Collateral"):  (a) all accounts,
(b) all inventory, (c) all equipment,  (d) all general intangibles,  and (e) all
real estate owned by the Debtor. The Prepetition Lenders assert a first priority
prepetition  security  interest in the Prepetition  Collateral.  Nothing in this
Order is  intended to  validate  or  reaffirm  any liens or  security  interests
granted to the Prepetition Lenders.

     K. The Prepetition Lenders have not consented to use of cash collateral.

     L. Even if Debtor could obtain approval for the use of cash collateral over
the Prepetition  Lenders'  objection,  Debtor has determined that available cash
collateral would be insufficient to fund ongoing operations.

     M. There are no funds on hand to meet  payroll,  purchase raw materials and
other necessary supplies to produce the Component Parts and, therefore,  without
postpetition  financing,  Debtor  would not be able to satisfy  its  obligations
under the Purchase Orders; thus, Debtor has requested that GMAC Business Credit,
LLC ("Lender") provide the postpetition financing set forth in this Order.

     N. Caterpillar  Financial Services,  Inc., Ameritech Credit Corporation and
Mellon First United  Leasing  (collectively,  the "PMSI  Creditors")  may assert
purchase money security  interests against a variety of miscellaneous  equipment
used by Debtor.

     O. Other than the Prepetition  Lenders and the PMSI Creditors,  no entities
are known to assert an interest in property of the estate.

     P. Debtor urgently  requires  financing and credit under 11 U.S.C.  Section
364 to fund day to day  operations,  purchase  inventory and additional  capital
equipment  and tooling  necessary  to  maintain  production  for the  Customers.
Debtor's  inability to fund these  activities in a timely manner may result in a
long  term  negative  impact on the value of  Debtor  and its  business,  to the
prejudice  and  detriment  of  Debtor's  creditors,  customers,  employees,  and
stockholders.

<PAGE>

     Q. Despite  good faith  efforts,  Debtor is unable to obtain (i)  unsecured
credit allowable under 11 U.S.C. Section 503(b)(1) as an administrative expense;
(ii) unsecured credit allowable under 11 U.S.C.  Section 364(a) or (b); or (iii)
secured credit under 11 U.S.C.  Section  364(c)(1) from any source sufficient to
enable the Debtor to continue its business operations.  Debtor is also unable to
obtain a borrowing  facility  without (1)  granting  the claims of the  proposed
lender priority over administrative  expenses of the kind specified in 11 U.S.C.
Sections  503(b) and 507(b) in accordance with 11 U.S.C.  Section  364(c)(1) and
(2) securing the postpetition  obligations with liens on all assets of Debtor in
accordance with 11 U.S.C.  Section 364(c)(2) and, to the limited extent provided
by Paragraph 18, Section 364(d).

     R. To induce  Lender to provide  financing  hereunder,  and  subject to the
terms of this  Order,  the  Customers  have  agreed to provide  Lender  with the
following credit enhancements: (a) a limitation on setoffs against post-petition
accounts,  (b)  inventory  purchase  agreements,  and (c) a guaranty  of certain
out-of-formula  loans to be made by Lender.  In turn, to induce the Customers to
grant Lender the credit enhancements  detailed below, Debtor has agreed to grant
Customers a "Right of Access" as detailed in paragraph 12 below.

     S. Lender is willing to provide Debtor with postpetition financing pursuant
to the terms of this Order. In summary,  the Lender's  financing to Debtor under
this  Order will  consist of a credit  facility  as follows  (the  "Postpetition
Loans"):  A revolving  working capital line of credit in favor of Debtor up to a
maximum  amount of $6.0 million based on eligible  accounts and inventory and an
out-of-formula  allowance in an amount of up to $2.0  million,  together  with a
tooling-financing  facility of up to $800,000. The Postpetition Loans are in the
best interests of Debtor and all other parties in interest.

     T. Debtor,  the Customers,  Lender and  Prepetition  Lenders have exchanged
fair  consideration  for the rights each obtained in the Order and each acted in
good faith in its negotiations over the terms of this Order.

     U. The terms and  conditions  of this Order are fair and  reasonable,  were
negotiated  by the parties at arms'  length and  entered  into by the parties in
good  faith,  and are the best  available  to Debtor  under the  present  market
conditions and financial  circumstances of Debtor. Lender's extensions of credit
to Debtor  under this Order are and will be made in good  faith.  Any credit and
loans extended to Debtor by Lender  pursuant to this Order,  whether  interim or
final,  shall be deemed to have been  extended  and made in good faith,  as that
term is used in 11 U.S.C. Section 364(e).

     V. It is in the best  interests of Debtor,  its estate,  and creditors that
Debtor be  authorized  to incur  secured  indebtedness  under  this Order and to
execute,  deliver,  perform  and  consummate  this Order and all  documents  and
instruments referred to herein or contemplated hereby.

<PAGE>

     BASED ON THE FOREGOING  FINDINGS,  no further notice being required and the
Court being otherwise duly advised in the premises,

     IT IS HEREBY ORDERED THAT:

                         [Postpetition Loan Provisions]

     1. The Motion is granted.  This Order is intended to supersede  the Interim
Order;  any  "Postpetition  Loans" as defined in the Interim Order shall be, for
all purposes, treated as Postpetition Loans under this Order.

     2.  Lender  is  authorized  to make the  Postpetition  Loans  on the  terms
provided in this Order.

     3. Debtor is  authorized to receive  financing  from Lender on the terms of
this Order and to incur  obligations  to Lender up to a maximum of $6.0  million
from Lender at any one time  outstanding in the form of the  Postpetition  Loans
("Maximum  Amount") and grant liens and security interests in favor of Lender as
provided herein.

     a.   all  Postpetition  Loans  will  be made on a  discretionary  basis  by
          Lender;

     b.   The  following  borrowing  base formula (the  "Borrowing  Base") shall
          apply to the Postpetition Loans -

          (i)  up to 85% of "Eligible Accounts"; plus

          (ii) the  lesser  of  (A)  75%  of  Eligible  Inventory  which  is raw
               materials or finished goods plus 50% of Eligible  Inventory which
               is work in process, or (B) $1,000,000; plus

          (iii)$2,000,000 (the "Overformula  Allowance").  Overformula Allowance
               loans  will  only  be  made  if  the  same  are   unconditionally
               guaranteed by Customer(s) on terms satisfactory to Lender, in its
               discretion; plus (iv) up to the lesser of $700,000 or 80% of cost
               for financing the acquisition of tooling (the "Tooling Loans").

     c.   "Eligible Accounts" means bona fide accounts owing by a Customer which
          are less than 90 days old (based on billing  date),  are  subject to a
          setoff limitation in a form acceptable to Lender in its discretion and
          are otherwise acceptable to Lender.

     d.   "Eligible Inventory" means raw materials, work-in-process and finished
          goods as the case may be, related to production of Component Parts for
          a Customer  which  inventory is subject to a  repurchase  agreement in
          form acceptable to Lender in its discretion.

<PAGE>

     e.   The  Postpetition  Loans  shall bear  interest  at a rate equal to the
          "prime rate"  (announced from time to time in the Wall Street Journal)
          plus 1% per annum on the  outstanding  day-to-day  principal  balance.
          From and after an Event of Default, the Postpetition Loans (other than
          the Overformula  Allowance) will accrue interest at 4% per annum above
          the "prime rate".  Interest on the Postpetition Loans shall be due and
          payable on the first business day of each month, in arrears.

     f.   In addition to the interim  closing fee of $15,000  paid upon entry of
          the  Interim  Order,  Debtor  shall pay Lender a final  closing fee of
          $15,000  upon entry of this Order (the  "Closing  Fees").  The Closing
          Fees shall be deemed fully earned on the date the same are due.

     g.   Upon entry of this Order, Lender shall also be deemed to have earned a
          facility  fee of $15,000 (the  "Facility  Fee") which shall be payable
          upon the earlier of (i) September 15, 1999,  (ii) the occurrence of an
          Event of Default,  and written notice to the Debtor and the Committee,
          or (iii) Court approval of a sale of substantially all of the Debtor's
          assets.

     h.   Debtor shall pay Lender a servicing fee of $1,000 per month in arrears
          for each month or portion  thereof that Lender is providing  financing
          under this Order (the  "Servicing  Fee" or  together  with the Closing
          Fees, the Facility Fee, the "Loan Fees");

     i.   Debtor  shall  pay  Lender,  upon  demand,  all  reasonable  fees  and
          out-of-pocket  costs and  expenses  incurred by Lender to  monitoring,
          administering  or  providing  financing  or  enforcing  its rights and
          remedies  hereunder,  or in enforcing  rights against any  guarantors,
          including  without  limitation,  attorneys' fees and costs,  appraisal
          fees,  recording fees,  audit fees (at a rate of $650 per man/day plus
          out-of-pocket  expenses),  expert  witness  fees,  together  with  all
          expenses and fees  (including  attorneys'  fees and costs) incurred in
          connection  with  any  litigation  arising  under  this  Order  or  in
          connection with or related to the financing being provided  hereunder,
          including  in  any   litigation   with  or  involving   the  Customers
          (collectively, the "Lender Expenses").

     j.   If the Postpetition Loans are paid in full prior to September 15, 2000
          (including,  without limitation, if paid after an Event of Default but
          excluding  if paid  because a sale of  substantially  all of  Debtor's
          assets is approved by the Court), Debtor shall pay the following Early
          Termination fees if the payment occurs:

          Prior to September 15, 1999               3% of the Maximum Amount

          After September 15, 1999 but              1% of the Maximum Amount
          other than on September 15, 2000

     k.   Tooling Loans shall be subject to  documentation  acceptable to Lender
          in its discretion,  establishing  that the tooling in question will be
          purchased by a customer upon  completion and that the  manufacturer of
          the tooling will deliver the same on terms acceptable to Lender.

<PAGE>

     4. Notwithstanding anything to the contrary in the Order:

          A. Debtor  shall  borrow  from Lender and escrow up to the  "Starboard
     Debtor's  Cap" to be used for the sole  purpose of paying any allowed  fees
     and costs of professionals retained by the Debtor (the "Debtor Professional
     Fee Escrow"); to the extent aggregate,  allowed professional fees and costs
     of Debtor's professionals ("Aggregate Debtor's Allowed Fees") do not exceed
     $300,000,  the  Starboard  Debtor's  Cap  shall  be  reduced  by 50% of the
     difference between $300,000 and the Aggregate Debtor's Allowed Fees and any
     excess in the Debtor  Professional  Fee  Escrow  shall be paid to Lender to
     reduce the  Postpetition  Indebtedness.  Lender shall  institute a $150,000
     borrowing  base  reserve  upon  entry  of this  Order  to  insure  that the
     referenced  amount is available  for  borrowing by Debtor.  For purposes of
     this Order,  the term  "Starboard  Debtor's  Cap" means  $150,000  plus any
     unused  portion  of the "PTI  Debtor's  Cap" as that term is defined in the
     Final Order  Authorizing  Postpetition  Financing  and  Providing  Adequate
     Protection entered in the PTI bankruptcy proceedings.

          B. Debtor shall  borrow from Lender and escrow  $32,500 to be used for
     the sole  purpose of paying  any  allowed  fees and costs of  professionals
     retained by the Committee (the "Creditors'  Professional Fee Escrow").  Any
     portion of the Creditors' Professional Fee Escrow in excess of allowed fees
     and  costs  for the  Committee's  professionals  shall be paid to Lender to
     reduce the  Postpetition  Indebtedness.  Lender  shall  institute a $32,500
     borrowing  base  reserve  upon  entry  of this  Order  to  insure  that the
     referenced amount is available for borrowing by Debtor. Notwithstanding the
     foregoing,  no more than $10,000 of the Creditors'  Professional Fee Escrow
     shall be used to investigate claims against the Prepetition  Lenders and no
     more than $10,000 of the Creditors'  Professional  Fee Escrow shall be used
     to investigate  claims against the Customers and/or Lender; in the event no
     claims are prosecuted against Lender,  Prepetition Lenders or the Customers
     on behalf of estate,  the  previous  limitations  on use of the  Creditors'
     Professional   Fee  Escrow  shall  not  apply.   None  of  the   Creditors'
     Professional  Fee Escrow may be used to fund  prosecution of claims against
     or the seeking of relief  against  Lender,  Prepetition  Lenders and/or the
     Customers.

Except for the Debtor  Professional  Fee Escrow and the Creditors'  Professional
Fee Escrow and as provided  below in paragraph 27 below,  neither the Lender nor
Customers shall be responsible to fund any other professional fees or costs, and
Lender's collateral shall not be subject to surcharge for any other professional
fees or costs.

     5. Absent a written  extension  from Lender  (which  extension  shall be at
Lender's sole discretion),  the Postpetition  Loans shall be due on the earliest
of: (a) September 15, 2000; (b) the  occurrence of an Event of Default  (defined
below) and written notice to Debtor and the  Committee;  or (c) the closing date
of a sale pursuant to an order  authorizing a sale of  substantially  all of the
assets of Debtor.

     6. To secure  Debtor's  obligations on account of the  Postpetition  Loans,
including principal,  interest, the Loan Fees and Lender Expenses (collectively,
"Postpetition  Indebtedness"),  Lender is hereby granted a perfected lien on and
security  interest  in all  property  of the  estate  of  Debtor as that term is
defined in 11 U.S.C. Section 541(a), including:

<PAGE>

          (a)  Pursuant  to 11 U.S.C.  Section  364(c)(2),  a lien and  security
     interest in any and all  property of Debtor's  estate  arising,  created or
     acquired  subsequent to the filing of the bankruptcy  petition (except such
     property which is proceeds of Prepetition Collateral),  including,  without
     limitation,  (i) all accounts,  accounts  receivable,  contract  rights and
     general intangibles  (including patents,  trademarks,  patent applications,
     copyrights and other intellectual property of whatever description, royalty
     payments such as under patent,  trademark or other licensing  arrangements,
     proceeds of  condemnation,  awards,  proceeds of judgments  and proceeds of
     fire and other property insurance such as business interruption  insurance,
     proceeds of all causes of action,  goodwill and going concern value);  (ii)
     all inventory including, but not limited to, raw materials, work in process
     or  finished  goods,   materials  used  or  usable  in  the  manufacturing,
     processing,  packaging or shipping of inventory;  (iii) all returned  goods
     and  merchandise  relating to accounts  and accounts  receivable;  (iv) all
     equipment including, but not limited to, machinery, fixtures, furniture and
     all accessories,  tools,  fittings and parts therefore;  (v) all documents,
     instruments  and  chattel  paper;  (vi) all  fixtures;  (vii) all books and
     records of Debtor  including  books and  records  evidencing,  securing  or
     relating  to  accounts  and  accounts  receivable;  (viii) all  securities,
     stocks,  options, and warrants,  whether certificated or uncertificated and
     whether in bearer or  registered  form,  (ix) all tax refunds  arising from
     taxes paid on or after the Petition  Date; (x) all real estate or interests
     in real  estate;  (xi) all amounts  owing by the  Customers or any of their
     subsidiaries to any of Debtor or Debtor's estate; (xii) one-half of the net
     proceeds  (after  fees and costs of  litigation)  from all causes of action
     arising under Chapter 5 of the  Bankruptcy  Code (the other  one-half being
     included as part of the  "Carve-Out");  (xiii) one-half of the net proceeds
     (after fees and costs of litigation) of any transfer, security interest, or
     lien that is avoided  and  preserved  for the  benefit of the estate of the
     Debtor under Chapter 5 of the  Bankruptcy  Code (the other  one-half  being
     included as part of the "Carve  Out");  and (xiv) all products and proceeds
     thereof  arising,  created  or  acquired  subsequent  to the  filing of the
     Chapter 11 Petition (collectively, the "Postpetition Collateral").

          (b)  Pursuant  to 11 U.S.C.  Section  364(c)(3),  a lien and  security
     interest,  junior in priority  and right of payment  only to the  "Existing
     Liens" (defined below), in any and all property of Debtor existing prior to
     (or which is  proceeds  of  property  existing  prior to) the filing of the
     bankruptcy  petition,  including,  but not  limited  to (i)  all  accounts,
     accounts  receivable,  contract rights and general intangibles  (including,
     without limitation,  patents, trademarks,  patent applications,  copyrights
     and other intellectual property of whatever  description,  royalty payments
     such as under patent,  trademark or other licensing arrangements,  proceeds
     of  condemnation  awards,  proceeds of  judgments  and proceeds of fire and
     other property insurance such as business interruption insurance,  proceeds
     of all causes of action, goodwill and going concern value); (ii) subject to
     paragraph  15 below,  all  inventory  including,  but not  limited  to, raw
     materials,  work in process or finished goods,  materials used or usable in
     the manufacturing,  processing,  packaging or shipping of inventory;  (iii)
     all  returned  goods and  merchandise  relating  to accounts  and  accounts
     receivable;  (iv) all equipment  including,  but not limited to, machinery,
     furniture,  fixtures  and  all  accessories,   tools,  fittings  and  parts
     therefor;  (v) all  documents,  instruments  and  chattel  paper;  (vi) all
     fixtures;  (vii) all books and records evidencing,  securing or relating to
     accounts,  accounts  receivable  or  general  intangibles;  (viii) all real
     estate and rights in real  estate  owned by  Debtor;  (ix) all  securities,
     stocks,  options, and warrants,  whether certificated or uncertificated and
     whether in bearer or registered  form; (x) all real estate and interests in
     real  estate;  (xi) all tax  refunds  arising  from taxes  paid  before the
     Petition  Date; and (xii) all products and proceeds  thereof  (collectively
     the "Prepetition  Collateral" or together with the Postpetition Collateral,
     the  "Collateral").  For purposes of this Order,  the term "Existing Liens"
     means valid, enforceable, properly perfected, unavoidable prepetition liens
     and security interests.

<PAGE>

     7. Except for the Professional Fee Escrows provided for in paragraph 4, the
statutory fees of the United States Trustee as provided for in paragraph 27, and
the  Carve-Out  (the  Carve-Out  shall be held in a segregated  trust account at
Butzel Long for the benefit of  prepetition  unsecured  creditors  and Committee
professionals,  however Customers,  Lender and Prepetition Lenders shall have no
lien, security interest or charge on or administrative expense claim against the
Carve-Out), the security interests and liens granted to Lender by this Order and
the Postpetition  Indebtedness shall have priority pursuant to 11 U.S.C. Section
364(c)(1)  over  any and all  costs  and  expenses  of  administration  or other
priority  claims in these  Chapter 11 cases or any  subsequent  Chapter 7 cases,
including those described in 11 U.S.C. Sections 503(b) and 507(b), and shall not
be subordinated  to any other security  interest or lien granted under 11 U.S.C.
Section 364 or Section 105 or otherwise.  No security  agreements,  mortgages or
financing  statements  shall be  necessary  to evidence or perfect the  security
interests,  liens and mortgages  provided under this Order;  provided,  however,
that Debtor  shall  execute any  documents  reasonably  requested at any time by
Lender to  memorialize or evidence the liens,  security  interests and mortgages
granted by this  Order.  Lender  shall have all the  rights  and  remedies  of a
secured creditor and mortgagee in connection with the security interests,  liens
and mortgages  granted by this Order,  except to the extent that such rights and
remedies may be affected by the Bankruptcy Code.

     8. The security interests and liens granted by this Order to Lender shall:

          (a) to the extent any of the Prepetition Lenders or the PMSI Creditors
     are  determined  to  have  a  valid,   enforceable,   properly   perfected,
     unavoidable  prepetition  liens and security  interests in the  Prepetition
     Collateral,  be a lien and security interest in the Prepetition  Collateral
     junior in priority only to such liens and security interests pursuant to 11
     U.S.C. Section 364(c)(3); and

          (b) be a first  priority  lien  and  security  interest  in any of the
     Collateral that is not otherwise subject to a lien under 11 U.S.C.  Section
     364(c)(2).

     9. Debtor shall furnish to Lender (and the Customers,  the  Committee,  and
Prepetition Lenders, upon request):

          (a) By the 15th day of each month, as of the last day of the preceding
     month,  aging and summary reports of accounts (the "Accounts") in such form
     and detail as Lender may request.

          (b) With each request for a Postpetition  Loan but no less  frequently
     than the last business day of each week, borrowing base certificates (each,
     a  "Borrowing  Base  Certificate")  as of  the  close  of  business  of the
     preceding day in a form acceptable to Lender.

          (c) A weekly  listing  of all  inventories  of  Debtor  ("Inventory"),
     including raw material,  work-in-process,  and finished  goods in such form
     and detail as Lender may reasonably request.

          (d) Within 5 business days of Lender's request,  a physical  inventory
     report listing all of Debtor's Inventory, wherever located.

<PAGE>

          (e) Within 30 calendar  days after the end of each of the first eleven
     months of each fiscal year,  a balance  sheet of the Debtor as of the close
     of each such  month and of the  comparable  month in the  preceding  fiscal
     year, and statements of income and surplus of the Debtor for each month and
     for that part of the fiscal  year  ending  with each such month and for the
     corresponding period of the preceding fiscal year, all in reasonable detail
     and  certified  as true and correct  (subject to audit and normal  year-end
     adjustments) by the chief financial officer of the Debtor.

          (f)  Within 45  calendar  days  after the end of each  quarter of each
     fiscal  year,  a balance  sheet of Debtor as of the closing of such quarter
     and statements of income and surplus of Debtor for such quarter and for the
     corresponding period of the preceding fiscal year, on cumulative basis, all
     in reasonable  detail and  certified as true and correct  (subject to audit
     and normal year-end adjustments) by the chief financial officer of Debtor.

          (g) Within 90  calendar  days after the end of each fiscal  year,  pro
     forma cash flow forecasts for the succeeding 12 month period.

          (h)  Within 60  calendar  days  after the end of each  quarter of each
     fiscal  year,  a  letter  of  "covenant   compliance"   regarding  Debtor's
     obligations under this Order, delivered to Lender and prepared, in form and
     substance acceptable to Lender, signed by an officer of Debtor.

          (i) All other  reports,  documents  and  information  that  Lender may
     reasonably request.

     10. All postpetition  accounts  receivable shall be remitted to the blocked
account  maintained by Lender. All proceeds of and collections on account of the
Collateral which are not proceeds of the Prepetition Collateral shall be paid to
Lender to reduce the Postpetition  Loans. All cash, checks, or funds of any type
which come into the possession of the Prepetition Lenders or Debtor with respect
to the Postpetition  Collateral  (including  payments of insurance  proceeds and
proceeds of sales of Postpetition  Collateral under 11 U.S.C.  Section 363) must
be  segregated  and  accounted  for, held in trust for the benefit of Lender and
immediately forwarded to Lender or its designee not later than the next business
day. If there are any issues related to determining  whether payments  represent
Prepetition  Collateral or Postpetition  Collateral,  Lender and the Prepetition
Lenders will work in good faith to reconcile such payments as soon as possible.

     11. The  Postpetition  Loans  shall be subject to the  following  terms and
conditions:

<PAGE>

     A.  For  the  purpose  of  calculating   borrowing  base  availability  for
Postpetition  Loans,  the receipt by Lender of any wire  transfer or  electronic
funds  transfer  of  funds,  check or other  item of  payment  shall be  applied
immediately to provisionally reduce the Obligations,  but such receipt shall not
be considered a payment on account unless such wire transfer or electronic funds
transfer  is  of  immediately  available  federal  funds  and  is  made  to  the
appropriate  deposit  account  of Lender or unless and until such check or other
item of  payment is honored  when  presented  for  payment.  For the  purpose of
calculating  interest,  the receipt by Lender of any wire transfer or electronic
funds transfer,  check or other item of payment shall be deemed to have occurred
two (2)  business  days after the date  Lender  actually  receives  such item of
payment.  In the event any check or other item of payment  is not  honored  when
presented for payment,  Debtor shall be deemed not to have made or received such
payment.  Notwithstanding  anything to the contrary  contained herein,  any wire
transfer,  electronic funds transfer, check or other item of payment received by
Lender after 1:00 p.m.  Southfield time shall be deemed to have been received by
Lender as of the opening of business on the immediately following business day.

     B. As an administrative  convenience to Debtor to ensure the timely payment
of amounts  owing by Debtor to Lender under this Order,  Lender will advance for
the account of Debtor an amount each month sufficient to pay interest accrued on
the principal  amount of the  Postpetition  Indebtedness  during the immediately
preceding  month and  amounts  from time to time  sufficient  to pay all  Lender
Expenses owing by Debtor under this Order.  All such advances will be treated as
Postpetition Loans.

     C. Debtor shall maintain  adequate fire and extended coverage and liability
insurance  covering  all of its present and future real and  personal  property,
including  the  Collateral,  with  Lender's  loss  payable  and  noncontributory
mortgagee  clauses in Lender's  favor,  protecting  Lender's  interest,  as such
interest  may appear,  together  with such  policies  of  business  interruption
insurance and products liability  insurance as Lender may reasonably request and
insurance in accordance  with all applicable  workers'  compensation  laws. Such
insurance must be in such form, with such  companies,  and in such amounts as is
acceptable  to  Lender,  insuring  against  liability  for  damage to persons or
property,  and must provide for thirty (30) days prior written  notice to Lender
of  cancellation  or material  alteration.  Debtor must provide  Lender with the
original  policies of  insurance  for all such  coverages  or true copies of the
policies,  simultaneously  with the  execution of this  Agreement,  showing that
Lender's  interest has properly been endorsed on the applicable  policy.  Lender
may, in its sole  discretion,  on 30 days written notice to Debtor,  require the
Debtor to obtain  additional  or  different  insurance  coverages  as Lender may
reasonably request.

     D. Lender, through any of its officers, employees or agents, shall have the
right at any time or times during  Debtor's usual business  hours, or during the
usual  business  hours of any third party  having  control  over any of Debtor's
records,  to inspect such records in order to verify the amount or condition of,
or any other matter relating to, the Collateral or Debtor's financial condition.
Lender  also shall  have the right at any time or times  during  Lender's  usual
business  hours to inspect and examine  inventory and the equipment and to check
and test the same as to quality,  quantity,  value and condition. If an Event of
Default has occurred or if Lender  reasonably  believes that an Event of Default
has  occurred,  Lender may conduct  any of the  inspections  referenced  in this
section  at any time  without  regard to  Debtor's  or any third  party's  usual
business hours.

<PAGE>

     12. In  consideration  of the credit  enhancements  being  provided  by the
Customers,  the Debtor is  authorized  to  execute  and  deliver  the Access and
Security  Agreement  in the form  attached  to the  Motion,  and the  Access and
Security Agreement (the "Access Agreement") is hereby authorized and approved by
the Court and made a part of this Order.

     13. The Customers have incurred and will incur  attorneys' and consultant's
fees,  costs and charges in connection  with the handling of all matters arising
in connection with Debtor's  bankruptcy  case (and any subsequent  Chapter 11 or
Chapter 7 case of Debtor),  including,  without limitation,  with respect to the
credit  enhancements for the  Postpetition  Loans and this Order, and in any way
arising  from or in  connection  with  any  action  taken  by the  Customers  to
maintain,  advise,  enforce or collect the  obligations  under this Order or any
other document or agreement arising from or relating to the relationship between
Debtor and the Customers.  Debtor has agreed that the Customers may setoff up to
$20,000  a  month  against   postpetition   accounts  receivable  or  any  other
postpetition  amounts  due  Debtor  for  reasonable  attorneys'  fees and costs,
incurred with respect to their respective  relationships with Debtor;  provided,
however,  if Customers'  aggregate monthly setoff exceeds the stated amount, any
fees and costs in excess of the stated amount may be carried  forward and setoff
in future months so long as aggregate  setoffs for attorneys'  fees in any month
exceeds the stated amount and all setoffs by the  Customers  shall be subject to
the setoff limitation agreements executed in favor of Lender.

                        [Adequate Protection Provisions]

     14.  Subject to the  obligation  to disgorge  payments if and to the extent
their  liens and  security  interests  are not  allowed or are  invalidated,  as
adequate protection of the Prepetition  Lenders' interests,  all proceeds of and
collections on account of prepetition  accounts  receivable shall be paid in the
form received to the Prepetition Lenders. All cash, checks, or funds of any type
which  come  into the  possession  of  Lender  or  Debtor  with  respect  to the
Prepetition Collateral (including payments made by Debtor for use of prepetition
inventory,  insurance proceeds,  and proceeds of sales of Prepetition Collateral
under 11 U.S.C. Section 363) must be segregated and accounted for, held in trust
for the benefit of the Prepetition Lenders and immediately forwarded to Comerica
Bank or its designee not later than the next business day.  Debtor shall use its
best efforts to collect all Prepetition accounts consistent with its prepetition
practices.  As an inducement to the  Prepetition  Lenders to consent to entry of
this Order and subject to entry of this Order as a final order without  material
modification  that  negatively  impacts the  Prepetition  Lenders  without their
consent,  the Customers  agree to pay before  October 31, 1998,  85% of all bona
fide  prepetition  accounts  due the debtor (net of ordinary  course of business
setoffs  for  short  shipments,  defective  product,  non-conforming  goods  and
materials   purchased  by  the  Customers)  without  setoff  or  recoupment  for
consequential or special damages,  in full  satisfaction of such accounts.  Upon
payment by the Customers in accordance with the above, such prepetition accounts
shall be deemed fully satisfied. The Prepetition Lenders are authorized to apply
to their  prepetition loans all payments called for by Paragraphs 14, 15, 16, 17
and 18 of this Order.

<PAGE>

     15.  Subject to the  obligation  to disgorge  payments if and to the extent
their  liens and  security  interests  are not  allowed or are  invalidated,  as
additional  adequate protection of the Prepetition  Lenders'  interests,  to the
extent not already paid pursuant to the Interim Order,  Lender shall advance for
Debtor's  account and pay to the  Prepetition  Lenders for Debtor's  prepetition
inventory  which  is  usable  in  production  for  the  Customers  (the  "Usable
Inventory"):

          (a)  for raw  materials,  eighty  percent  (80%)  of  Debtor's  actual
               invoice cost;

          (b)  for work in process,  the pro-rated  current Purchase Order price
               for the  Component  Part in  question  based on a  percentage  of
               completion as of the Petition Date; and

          (c)  for  finished  goods,  the  price  called  for by the  underlying
               Purchase Order.

Upon payment of the forgoing  amounts to the Prepetition  Lenders,  such parties
shall have no further rights in or to, or claims against Debtor relating to, the
Usable  Inventory  and  such  inventory  shall  be  deemed  to be  post-petition
inventory  subject to Lender's first priority lien thereon.  Without the consent
of the  Prepetition  Lenders,  any  prepetition  inventory other than the Usable
Inventory  shall be  segregated  by the  Debtor and shall not used by the Debtor
pending further order of this Court.

     16. As additional adequate protection of the Prepetition Lenders' interests
and in exchange for the Prepetition Lenders' agreement to forbear from enforcing
their  rights  against  Debtor  and its  property  under  the  Prepetition  Loan
Documents and  applicable  law through the Standstill  Period  (defined  below),
Debtor shall use the  Postpetition  Loans to pay to the Prepetition  Lenders the
sum of $60,000  per 30/31 day  period (on or before the 15th day of each  month)
during the Standstill  Period prorated for the final month of their  forbearance
(the "Fixed Asset  Adequate  Protection  Payments").  Except as provided in this
Order, the Prepetition  Lenders shall not be entitled to or receive from Debtor,
and Debtor  shall not pay,  any  interest or other  payments to the  Prepetition
Lenders as adequate protection of their interest in Prepetition Collateral.  For
purposes of this Order,  the term  "Standstill  Period" means the earlier of (i)
the term of Postpetition Loans, whether as stated or accelerated;  (ii) the date
of a material  default under this Order with respect to the adequate  protection
due the  Prepetition  Lenders;  or (iii) a material  modification  of this Order
which  negatively  impacts the Prepetition  Lenders  without their consent.  The
Prepetition  Lenders' rights after the Standstill Period shall be subject to the
"Right of  Access"  during  the  "Occupancy  Period"  as  defined  in the Access
Agreement.

<PAGE>

     17. In addition to the other adequate  protection  payments  required to be
paid to the Prepetition  Lenders under this Order, Debtor shall provide adequate
protection of the Prepetition Lenders' interest in the Prepetition Collateral as
follows (during the Standstill Period such obligations will be funded as part of
the Postpetition Loans; after the Standstill Period,  neither the Lender nor the
Customers shall have an obligation to fund such expenses):

          (a) the payment of  postpetition  property  taxes (real and  personal)
     accrued from and after the Petition Date;

          (b) the  payment of  casualty  insurance  (accrued  from and after the
     Petition  Date)  on the  Prepetition  Collateral  on  the  same  terms  and
     conditions as such assets were insured prepetition;

          (c) the payment of the costs of all ordinary and necessary repairs and
     maintenance  to be  made to  equipment  (which  is part of the  Prepetition
     Collateral)  to maintain  it in at least as good a condition  as existed on
     the Petition  Date,  ordinary  wear and tear  excepted,  from and after the
     Petition Date; or

          (d) Debtor shall  reimburse  JPE,  Inc.  monthly for its fair share of
     JPE,  Inc.'s overhead  expenses,  (not to exceed $45,000 per month based on
     the  current  number  of  subsidiaries  and  based on  aggregate  corporate
     overhead  estimated  at  $225,000  per  month,  exclusive  of stay  bonuses
     contemplated  to be paid),  exclusive  of interest  and  professional  fees
     related to the restructuring of the Non-Debtor Subsidiaries.  The Committee
     shall  have the  right to raise any  objections  to the  foregoing  $45,000
     amount or stay bonuses contemplated to be paid on a prospective basis.

     18.  Subject to  appropriate  notice and hearing on the  validation  of the
liens and  security  interests  of the  Prepetition  Lenders in the  Prepetition
Collateral (if sale(s) occur prior to such validation,  proceeds will be paid to
the Prepetition Lenders as adequate  protection,  subject to disgorgement if the
liens are not  validated)  and only  upon  this  Order  becoming  a final  order
(without material  modification that negatively impacts the Prepetition  Lenders
without their consent),  proceeds of Prepetition  Collateral other than accounts
receivable,  inventory,  cash proceeds of general  intangibles  collected in the
ordinary course of business and any assets subject to valid,  perfected purchase
money security interests, shall be applied as follows:

<PAGE>

     First,  $3,590,000 million minus 50% of all Fixed Asset Adequate Protection
     Payments  (actually  received by the  Prepetition  Lenders)  minus the "Fee
     Surcharge" (defined below) will be paid to the Prepetition Lenders;

     Second,  the  balance,  if  any,  up to the  amount  necessary  to pay  all
     Postpetition Indebtedness in full (after application of the proceeds of all
     Postpetition Collateral) will be paid to Lender;

     Third,  the balance,  if any, up to the amount of the Fee Surcharge will be
     paid to the Prepetition Lenders.

     Fourth, the balance,  if any (the "Residual  Balance"),  to the Prepetition
     Lenders;  provided,  however,  the  Prepetition  Lenders agree to allow the
     lesser of (i) 20% of the Residual  Balance or (ii) the aggregate  amount of
     all allowed unsecured and administrative  expense claims, to be retained by
     the estate if and only if within 90 days of the date of this Order, a final
     order is  entered  validating  the  liens  and  security  interests  of the
     Prepetition  Lenders and waiving any claims the estate or its creditors may
     have against the Prepetition Lenders.

Notwithstanding  the  above,  if the  assets  of  Debtor  are  disposed  of in a
piece-meal liquidation, proceeds of the sale of general intangibles in excess of
$80,000 shall be paid to the  Prepetition  Lenders  without  regard to the above
formula.

     19. A. The  Prepetition  Lenders  consent  to a  surcharge  under 11 U.S.C.
Section  506(c)  against  equipment and real estate which is part of Prepetition
Collateral  (the "Fee  Surcharge")  in an amount not to exceed (a) the lesser of
(i) the  Starboard  Debtor's  Cap or (ii) 50% of the  allowed  fees and costs of
professionals  retained by the  Debtor,  plus (b) up to the lesser of 50% of the
allowed  professional  fees and  costs  for the  Committee's  professionals,  or
$32,500.  No portion of the Fee Surcharge shall be used to pay professional fees
or costs incurred in investigating or prosecuting any claims against Prepetition
Lenders,  Customers  and/or  Lender.  Except  and only to the  extent of the Fee
Surcharge,  Prepetition  Lenders and the  collateral  securing  the  Prepetition
Lenders'  loans  shall be  exempt  from and not be  subject  to any  surcharges,
excises,  liens or charges of any nature or type under 11 U.S.C.Section  364, 11
U.S.C.  Section  506(c),  11 U.S.C.  Section 510 or otherwise in this Chapter 11
proceeding  or in any  subsequent  Chapter 7 proceeding,  including  expenses of
administration or liquidation.  Further, Prepetition Lenders do not consent to a
surcharge by a subsequently  appointed  trustee under 11 U.S.C.  Section 506(c).
Except as provided in this  paragraph,  the  Prepetition  Lenders  shall have no
obligation  to fund any  other  professional  fees or  administrative  expenses,
whether  by  surcharge  or  otherwise.  The Fee  Surcharge,  plus  the  Debtor's
Professional Fee Escrow and the Creditors'  Professional Fee Escrow are intended
to equal $365,000 plus the unused portion of the Debtor  Professional Fee Escrow
in the PTI proceedings.

     B.  Notwithstanding  anything to the  contrary in this Order,  in the event
that Debtor and Committee  agree in writing (in form and substance  satisfactory
to the Prepetition Lenders) to (i) validate the Prepetition Lenders' liens (that
is, stipulate that those liens cover all of Debtor's prepetition property,  have
first priority, are perfected and are valid, binding and unavoidable),  and (ii)
a general release of all claims of any kind against the Prepetition Lenders, and
such  agreement  has been  noticed to parties in  interest  and  approved by the
Bankruptcy Court by a final and nonappealable  order,  then, after exhaustion of
the Creditors  Professional Fee Escrow,  the Prepetition  Lenders would fund the
Prepetition Lender's $32,500 Fee Surcharge for the Committee's professionals out
of  adequate  protection  payments  as such  fees and  costs of the  Committee's
professionals are incurred and allowed by Court order.

                         [General and Other Provisions]

<PAGE>

     20. This Order  constitutes  a  modification  of the  automatic  stay under
Section 362 of the  Bankruptcy  Code subject to the terms of this Order,  to the
extent that such  modification  is required to permit the  Customers,  Lender or
Prepetition Lenders to take any actions permitted under this Order.

     21. The  following  shall  constitute  events of  default  under this Order
("Events of Default"):

          (a) Debtor  breaches any of the terms and  conditions  or covenants of
     this Order;

          (b) If any written  representation  or warranty  made by Debtor  after
     entry of this  Order or any  certificate,  report  or  financial  statement
     delivered  to Lender by Debtor  pursuant to this Order  proves to have been
     false in any material respect as of the time when made or given;

          (c) Debtor  needs more  working  capital  financing  than the  Maximum
     Amount;

          (d) If Debtor's Chapter 11 case is converted to a case under Chapter 7
     of the Bankruptcy Code;

          (e) If a trustee is appointed in Debtor's Chapter 11 case;

          (f) If any  modification is made to this Order which affects  Lender's
     rights or remedies without the consent of Lender;

          (g) If Starboard  defaults on its obligations to Lender or an Event of
     Default occurs under any financing  order related to financing  provided by
     Lender to Starboard.

          (h) If Debtor or any third parties  obtain  confirmation  of a plan of
     reorganization  or  liquidation on terms which are not acceptable to Lender
     in its sole discretion; or

          (i) Excluding the Existing Liens, if any third party is granted a lien
     or security interest in any of the Collateral.

     22. Upon the occurrence of an Event of Default, Lender shall have the right
to declare all Postpetition  Indebtedness immediately due and payable.  Further,
upon five (5) days written notice to Debtor, Customers,  Prepetition Lenders and
the Committee  after an Event of Default,  Lender shall be permitted to exercise
all rights and remedies of a secured  creditor  and  mortgagee  without  further
order of the Court;  provided however,  if after receipt of written notice of an
Event of Default  from  Lender,  Debtor or the  Committee  believes  an Event of
Default has not  occurred,  Debtor or  Committee  shall have the right to file a
motion for a determination  thereof (a "Default  Motion"),  which motion will be
heard on an  expedited  basis on no less than two (2)  business  days' notice to
Lender and Prepetition  Lenders.  At any hearing on a Default  Motion,  the sole
issue to be litigated  will be whether or not an Event of Default has  occurred,
and Debtor shall bear the ultimate  burden of proof.  If the  automatic  stay is
lifted as to  Lender,  it shall be  automatically  lifted as to the  Prepetition
Lenders without further order of the Court (subject to the "Right of Access" for
the "Occupancy Period" as defined in the Access Agreement).

<PAGE>

     23. Lender, the Customers,  the Committee's  professionals and their agents
and employees,  shall be permitted  reasonable  access to Debtor's  premises and
books and records at all or any times  during  working  hours for the purpose of
monitoring  Debtor's compliance with the terms and conditions of this Order, the
Purchase  Orders and any other  agreements  with the  Customers  and  reasonable
access to  Debtor's  financial  consultants,  Conway,  MacKenzie  and  Dunleavy,
provided that such access shall not unreasonably interfere with the operation of
Debtor's businesses.

     24.  The  Prepetition  Lenders  and their  agents  and  employees  shall be
permitted reasonable access to Debtor's premises and books and records at all or
any times during working hours for the purpose of monitoring Debtor's compliance
with the terms and conditions of this Order,  the Prepetition Loan Documents and
any other  agreements  with the Prepetition  Lenders,  provided that such access
shall not unreasonably interfere with the operation of Debtor's businesses.

     25. The  provisions  of this Order  shall be binding  upon and inure to the
benefit of  Debtor,  the  Customers,  Prepetition  Lenders  and Lender and their
respective  successors and assigns (including any trustee hereafter appointed or
elected as a representative of Debtor's estate,  whether in this bankruptcy case
or in  any  subsequent  case  under  Chapter  7 of  the  Bankruptcy  Code).  The
priorities,  liens,  mortgages  and security  interests  provided for under this
Order shall continue in this or any superseding cases under the Bankruptcy Code,
and such liens,  mortgages and security  interests shall maintain their priority
as provided by this Order until satisfied and discharged.

     26. The Customers and the Lenders (and their agents and consultants)  shall
not be deemed to be, for any purpose, the owner or operator of the Collateral or
Debtor's  premises  or a  successor  to any of Debtor or an  employer  of any of
Debtor's  employees,  and shall not be liable  for any of  Debtor's  prepetition
obligations or indebtedness;  provided, however, that in the event the Customers
exercise their Right of Access, the foregoing finding that the Customers are not
an operator of the  Collateral  or Debtor's  premises or an employer of Debtor's
employees  shall be limited to the period  prior to the exercise of the Right of
Access,  which limitation is without prejudice to the Customers' right to assert
that the Customers are not an operator of the Collateral or Debtor's premises or
a successor to Debtor or an employer of Debtor's employees  notwithstanding  the
exercise of the Right to Access.

<PAGE>

     27. The Lender and the collateral  securing the  Postpetition  Indebtedness
shall be exempt  from and not be subject to any  surcharges,  excises,  liens or
charges of any  nature or type  pursuant  to 11 U.S.C.  Section  364,  11 U.S.C.
Section 506(c) and 11 U.S.C. Section 510 in this Chapter 11 proceeding or in any
subsequent  Chapter  7  proceeding,  including  expenses  of  administration  or
liquidation except as expressly provided below. Further, Lender does not consent
to a surcharge  by a  subsequently  appointed  trustee  under 11 U.S.C.  Section
506(c).  Notwithstanding  the foregoing,  Lender  consents to a surcharge of its
collateral  (in which  Lender has a first  priority  lien,  mortgage or security
interest) under 11 U.S.C.  Section 506(c) for U.S. Trustee quarterly fees during
periods Lender is making the Postpetition Loans to Debtor. Except as provided in
this paragraph,  Lender shall have no obligation to fund any other  professional
fees  or   administrative   expenses,   whether  by  surcharge   or   otherwise.
Notwithstanding  the foregoing or anything to the contrary in this Order,  if by
virtue of acts or  omissions  of Lender,  a  subsequently  appointed  trustee is
required to administer the  collateral,  nothing in this Order will preclude the
trustee from petitioning for a surcharge under 11 USC Section 506.

     28. In order to effectuate the terms of this Order,  Lender, the Customers,
the  Customers'  consultant,  BBK,  Ltd.,  the  Prepetition  Lenders  and  their
financial  consultant,  if any, and the Committee and its professionals shall be
allowed to directly  contact  Debtor at any time. Any such contacts shall not be
construed to be violative of the automatic  stay  provided by 11 U.S.C.  Section
362.

     29. Debtor shall give notice to Lender,  the Customers and the  Prepetition
Lenders,   through  their  respective   counsel,   of  all  motions,   requests,
applications,  proposed  orders and orders  entered  relating to this Chapter 11
case and any  proceedings in connection  with said case.  Further,  Debtor shall
provide  Lender,  the  Customers  and the  Prepetition  Lenders,  through  their
respective counsel, with copies of all reports, statements,  schedules, motions,
pleadings  and other  papers  filed with or submitted by Debtor to this Court or
the U.S. Trustee.

     30.  Except as provided in  paragraph  18, no  modification,  amendment  or
appeal  reversing any  provision of this Order shall affect any other  provision
thereof. Except as provided in paragraph 18, the protection of 11 U.S.C. Section
364(e) shall apply to the Postpetition  Indebtedness  and the security  interest
liens and mortgages granted to Lender hereunder to the fullest extent possible.

     31.  No delay on the part of the  Customers  or Lender  in  exercising  any
right, power or privilege  hereunder shall operate as a waiver thereof nor shall
any  single or partial  exercise  of any right,  power and  privilege  hereunder
preclude other or further exercise thereof,  or the exercise of any other right,
power or privilege.  The rights and remedies hereunder  specified are cumulative
and not exclusive of any rights or remedies which the Customers,  the Lender, or
Debtor may otherwise have.

<PAGE>

     32. If any or all of the  provisions of this Order are hereafter  modified,
vacated,  stayed or terminated  by  subsequent  order of this court or any other
court, such modification,  vacation or stay shall not affect (i) the validity of
any debt under this Order to Lender  that was  incurred  pursuant  to this Order
prior to the effective date of such modification, vacation, stay or termination,
or (ii)  the  extent,  validity,  priority  and  enforceability  of any  lien or
security interest of Lender granted pursuant to this Order. Notwithstanding such
modification,  vacation, stay or termination, any obligations of Debtor pursuant
to this  Order  arising  prior  to the  effective  date  of  such  modification,
vacation,  stay or termination shall be governed in all respects by the original
provisions  of this  Order.  Lender  shall  be  entitled  to all of its  rights,
privileges and benefits hereunder and thereunder including,  without limitation,
the liens,  security interests,  priorities and collection rights granted herein
to or for the benefit of Lender with respect to all borrowings and advances made
pursuant to this Order.

     33. Any finding of fact set forth in this Order that is a conclusion of law
shall be deemed to be a  conclusion  of law  incorporated  by reference in these
conclusions of law as though fully set forth herein.

     34. This Order shall be entered as a final Order under the Federal Rules of
Bankruptcy Procedure.


                                       /s/ Walter Shapero
                                       --------------------------------
                                       United States Bankruptcy Judge


<PAGE>

Approved for entry:

CARSON FISCHER, PLC                           HONIGMAN MILLER SCHWARTZ AND COHN
Attorneys for Debtor                          Attorneys for General Motors
                                                  Corporation

By:  /s/Robert A. Weisberg                    By:  /s/ Robert B. Weiss
     -------------------------------               ----------------------------
     Joseph M. Fischer (P13452                     Robert B. Weiss (P28249)
     Robert A. Weisberg (P26698)                   Judy B. Calton (P38733)
300 E. Maple Road                             2290 First National Building
Birmingham, MI  48009-6317                    Detroit, MI  48226
(248) 644-4840                                (313) 465-7596


UNITED STATES TRUSTEE                         DICKINSON WRIGHT PLLC
                                              Counsel to Chrysler Corporation

By:                                           By:  /s/ James Plemmons
     -------------------------------               ----------------------------
     Tauras N. Ziedas (P34653)                     James Plemmons (P42892)
477 Michigan Ave., Ste.1760                   500 Woodward Avenue, Suite 4000
Detroit, Michigan 48226                       Detroit, Michigan 48226
(313) 226-7952                                (313) 223-3500


BODMAN LONGLEY & DAHLING LLP                 HONIGMAN MILLER SCHWARTZ AND COHN
Counsel for Comerica Bank as Agent           Counsel for GMAC Business Credit
     for the Prepetition Lenders                  LLC

By:  /s/ Robert J. Diehl, Jr.                By:  /s/ Donald F. Baty, Jr.
     -------------------------------             ------------------------------
         Robert J. Diehl, Jr. (P31264)            Donald F. Baty, Jr. (P38087)
         Ralph E. McDowell (P39235)               Gail A. Eynon (P47964)
100 Renaissance Center, 34th Fl.             2290 First National Building
Detroit, Michigan  48243                     Detroit, Michigan  48226-3583
(313) 393-7597                               (313) 465-7314


BUTZEL LONG
Counsel to Unsecured Creditors' Committee

By:  /s/ Thomas B. Radom
     -------------------------------
         Thomas B. Radom (P24631)
         Matthew E. Wilkins (P56697)
32270 Telegraph Road, #200
Birmingham, MI  48025-2457
(248) 258-1413