INVESTMENT AGREEMENT


     THIS  INVESTMENT  AGREEMENT  (this  "Agreement")  is made  this 28th day of
April, 1999, among (i) JPE, Inc., a Michigan  corporation  ("JPE"), and (ii) ASC
Holdings LLC, a Michigan limited liability company ("ASC"), and Kojaian Holdings
LLC,  a  Michigan  limited  liability  company  ("Kojaian")  (ASC  and  Kojaian,
together,  "Buyer").  All  capitalized  terms used in this  Agreement are either
defined or referenced in Section 1 below.

                                    RECITALS

     A. JPE and the  Subsidiaries  are in the business  of, among other  things,
developing, manufacturing, marketing and selling automotive components and parts
to original equipment manufacturers and the after market.

     B. Buyer  desires to invest in  companies  in the  business  of JPE and the
Subsidiaries.

     C. Each of Buyer and JPE desire that Buyer invest in JPE by subscribing for
and purchasing  9,441,420  newly issued Common Shares and 1,560,000 newly issued
Preferred  Shares  (subject to certain  adjustments) on the terms and conditions
provided in this Agreement.

     D. In  connection  with Buyer's  investment  in JPE,  each of JPE and Buyer
desire  that JPE issue to the holders of the common  shares of capital  stock of
JPE on the Record Date,  Warrants to  purchase,  on an  aggregate  basis,  up to
345,163.50  Preferred  Shares  on the  terms  and  conditions  provided  in this
Agreement.

     E. In  connection  with Buyer's  investment  in JPE,  each of JPE and Buyer
desire that JPE,  Buyer and the Bank Group enter into one or more  agreements by
which, among other things,  some or all of the proceeds of Buyer's investment in
JPE be used (with  certain other funds) in the complete and final payment of the
Debt on such terms and conditions as provided in such  agreement  (collectively,
the "Bank Agreement").

     F. In connection with Buyer's investment in JPE, the parties have agreed to
take  certain  other  actions,  all as described  in this  Agreement  and in the
Related Agreements.

     G. The Board of Directors of JPE and the members of each of ASC and Kojaian
have approved the Transaction upon the terms of this Agreement.

     NOW, THEREFORE, the parties agree as follows:

     1. Definitions. As used in this Agreement:

          "Accountants" is defined in Section 3.3(b) of this Agreement.

          "Accounts  Receivable"  means all accounts and notes receivable of the
     JPE Companies determined in accordance with GAAP and reflected on the books
     and records of the JPE Companies.

          "Actual EBITDA" is defined in Section 3.3(a) of this Agreement.

          "Adjusted Target EBITDA" is defined in Section 3.2 of this Agreement.

          "Affiliated  Group" means any affiliated group as that term is defined
     in Code Section 1504(a) or any similar group.

          "Aggregate Warrants Exercise Price" is defined in Section 3.1(a)(i) of
     this Agreement.

          "Agreement" means this Investment Agreement.

          "Alternative  Acquisition"  means any tender or  exchange  offer,  any
     proposal for a merger, consolidation or other business combination with any
     JPE  Company,  any  proposal  or offer to  acquire  in any manner an equity
     interest  of 50% or more in any JPE  Company,  or any  proposal or offer to
     acquire 50% or more of the business or Assets of any JPE Company by a party
     other than Buyer.

          "Approvals"  means all zoning  approvals  and  permits,  environmental
     approvals,  Environmental Permits, wetlands approvals,  utility service and
     capacity  permits,  building  permits  and  all  other  permits,  licenses,
     approvals and authorizations  required to allow the use of each Property in
     the manner currently used by JPE and the applicable Subsidiary.

          "ASC" is defined in the introductory paragraph of this Agreement.

          "ASC Owners" is defined in Section 7.4(a) of this Agreement.

          "Assets"  means  all of the  assets  of the JPE  Companies,  including
     Inventory,  Accounts  Receivable,  Properties,  Proprietary  Rights and all
     other real, personal and intangible property of the JPE Companies,  whether
     owned, leased or otherwise held by the JPE Companies.

          "Bank Agreement" is defined in Recital E of this Agreement.

          "Bank Discharge" is defined in Section 4.1 of this Agreement.

          "Bank Group" means all of the holders of the Debt (including,  but not
     limited to GMACBC and all holders of the Debt for which  Comerica Bank acts
     as agent);  provided,  however,  that the "Bank Group" shall exclude GMACBC
     for all purposes under Section 4 of this Agreement.

          "Bank Group Subscription" is defined in Section 4.1 of this Agreement.

          "Bankruptcy  Courts" means those federal  bankruptcy courts possessing
     jurisdiction In the Matter of Plastic Trim, Inc., Case No. 98-56104, and In
     the Matter of Starboard Industries, Inc., Case No. 98-56099.

          "Buyer" is defined in the introductory paragraph of this Agreement.

          "Buyer's Consultant" is defined in Section 9.6(a) of this Agreement.

          "Buyer's  Due  Diligence  Investigation"  is defined in Section 9.5 of
     this Agreement.

          "Champion Costs" is defined in the definition of Working Capital.

          "Closing" means the consummation of this  Transaction  (other than the
     transactions to occur on the Record Date or the Delivery Date).

          "Closing Date" is the date on which the Closing takes place.

          "Closing  Financial  Statements"  is defined  in Section  8.11 of this
     Agreement.

          "Code"  means the Internal  Revenue  Code of 1986,  as amended (or any
     successor thereto).

          "Common Shares" means the shares of JPE common capital stock.

          "Common Shares  Subscription  Price" is defined in Section 2.1 of this
     Agreement.

          "Debt"  means  the  total  outstanding  debt  obligations  of the  JPE
     Companies (whether or not accelerated) for borrowed money including but not
     limited to principal,  accrued interest,  prepayment  penalties and charges
     and  other  amounts  due and  owing  in  respect  thereof;  all  such  debt
     obligations are set forth on Schedule 5 to this Agreement.

          "Deferred  Intercompany  Transaction"  has the  meaning  set  forth in
     Treasury Regulation Section 1.1502-13 of the Treasury Regulations in effect
     before July 12, 1995.

          "Delivery Date" means the day after the Record Date.

          "Divested Subsidiaries" is defined in Section 8.30 of this Agreement.

          "Divestitures" is defined in Section 8.31 of this Agreement.

          "EBITDA" means for any period,  the  consolidated net income (loss) of
     the JPE  Companies  for such  period  determined  in  accordance  with GAAP
     consistently applied and following all accounting principles, practices and
     methods  (to the extent in  compliance  with GAAP) set forth in the audited
     financial  statements  of the JPE  Companies  consistently  applied,  plus,
     without duplication, all amounts deducted in determining such net income on
     account of (1) interest expense,  (2) income tax expense or any expense for
     income  taxes  for any  other  party  other  than  the JPE  Companies,  (3)
     depreciation and amortization  expense,  (4) any amounts paid or accrued by
     JPE with respect to the Champion Costs to the extent the Champion Costs are
     included in the calculation of the net income of the JPE Companies, (5) any
     management  or  consulting  fees paid to Buyer,  any affiliate of or entity
     related to Buyer, in excess of the sum of (a) $250,000,  per year, plus (b)
     two percent (2%) of EBITDA  (calculated  first without this item) in excess
     of $32  million for the EBITDA  Period,  (6) all  Transaction  Costs to the
     extent  included in the calculation of the net income of the JPE Companies,
     (7)  write-offs  of  goodwill  in excess of  normal  amortization,  (8) net
     changes in the aggregate  Asset values  resulting from purchase  accounting
     for the Transaction that would otherwise  negatively affect the calculation
     of EBITDA, (9) any costs attributed to employee benefit plans to the extent
     arising  from the fact that such  plans are part of a  controlled  group in
     respect of employees  other than those of the JPE  Companies,  and (10) any
     amount paid to The Bank of Nova Scotia pursuant to the guarantee of JPE set
     forth on Schedule 8.12.

          "EBITDA Dispute" is defined in Section 3.3(b) of this Agreement.

          "EBITDA Period" is defined in Section 3.1(a)(ii) of this Agreement.

          "Eidswick" is defined in Section 3.3 of this Agreement.

          "Eidswick's Indemnifiable Claims" is defined in Section 3.3(g) of this
     Agreement.

          "Employment Agreement" is defined in Section 6.2(h) of this Agreement.

          "Employment Releases" is defined in Section 6.2(e) of this Agreement.

          "Environmental  Information"  is defined  in  Section  8.16(d) of this
     Agreement.

          "Environmental  Inspection"  is  defined  in  Section  9.6(a)  of this
     Agreement.

          "Environmental  Laws" means any Law that relates to pollution  (or the
     clean up of the  environment),  or the  protection of air,  surface  water,
     groundwater,  drinking water,  land (surface or subsurface),  human health,
     the  environment  or  any  other  natural  resource  or the  use,  storage,
     recycling,  treatment,  generation,  processing,  handling,  production  or
     disposal of  Hazardous  Materials,  including  any such Laws enacted by the
     State in which  JPE and  each  Subsidiary  currently  or  historically  has
     conducted  business or owned,  leased or  otherwise  operated  property and
     regulations   thereunder,   together  with  all  applicable  federal  Laws,
     including,  but not limited to, the Comprehensive  Environmental  Response,
     Compensation and Liability Act of 1980, as amended, 42 USC Sections 9601 et
     seq. and 40 CFR Sections 302.1 et seq., and other  regulations  thereunder;
     the Federal Clean Air Act, as amended,  42 USC Sections  7401 et seq.,  and
     regulations thereunder;  the Resource Conservation and Recovery Act, 42 USC
     Sections  6901 et seq., as amended,  and  regulations  thereunder;  and the
     Federal  Water  Pollution  Control  Act, 33 USC Sections  1251 et seq.,  as
     amended, and regulations thereunder.

          "Environmental   Permits"  is  defined  in  Section  8.16(g)  of  this
     Agreement.

          "Environmental Report" is defined in Section 9.6(b) of this Agreement.

          "ERISA" means the Employee  Retirement Income Security Act of 1974, as
     amended.

          "Exchange Act" is defined in Section 8.28 of this Agreement.

          "Fairness Opinion" is defined in Section 11.2(d) of this Agreement.

          "Fee Properties" is defined in Section 8.2 of this Agreement.

          "Fees and Costs" means  reasonable  legal  (including  attorneys'  and
     legal  assistants')  fees,   disbursements  and  costs;   reasonable  fees,
     disbursements  and costs of third  party  consultants  and  experts;  court
     costs; and similar expenses, costs and items.

          "Final Actual EBITDA" is defined in Section 3.3(e) of this Agreement.

          "Financial Statements" is defined in Section 8.11 of this Agreement.

          "GAAP" means generally accepted  accounting  principles,  consistently
     applied.

          "GMACBC" means GMAC Business Credit, LLC.

          "Hazardous Materials" means asbestos-containing  materials,  mono- and
     polychlorinated  biphenyls,  urea formaldehyde products, radon, radioactive
     materials,  any  "hazardous  substance",  "hazardous  waste",  "pollutant",
     "toxic  pollutant",  "oil" or  "contaminant"  as such terms are used in, or
     defined pursuant to any Environmental Law, and any other substance,  waste,
     pollutant,  contaminant  or  material,  including  petroleum  products  and
     derivatives, the use, transport,  disposal, storage, treatment,  recycling,
     handling,  discharge, Release, threatened Release, discharge or emission of
     which is regulated  or governed  now or in the future by any  Environmental
     Law.

          "IAF" is defined in Section 8.30 to this Agreement.

          "Intercompany  Transaction"  has the  meaning  set  forth in  Treasury
     Regulation Section 1.1502-13 in effect on or after July 12, 1995.

          "Inventory" means all inventory existing on the Closing Date, wherever
     located,  including,  but not limited to, finished goods,  work-in-process,
     supplies, raw materials, scrap, containers,  consigned inventory,  central,
     shared or common  inventory,  parts,  spares,  warehoused  inventories  and
     inventories covered by purchase orders.

          "JPE" is defined in the introductory paragraph of this Agreement.

          "JPE Determination" is defined in Section 3.3(a) to this Agreement.

          "JPE Canada" is defined in Section 8.30 of this Agreement.

          "JPE Company" means JPE or any Subsidiary.

          "JPE Companies" means JPE and all the Subsidiaries.

          "JPE Reports" is defined in Section 8.28 of this Agreement.

          "Kojaian" is defined in the introductory paragraph of this Agreement.

          "Kojaian Owners" is defined in Section 7.4(b) of this Agreement.

          "Laws" means all  applicable  federal,  State,  county,  municipal and
     local (1)  Constitutions,  statutes,  laws, rules,  regulations,  codes and
     ordinances  (including  zoning and other rules and regulations and building
     and  other  codes)  and (2)  case  law,  court  or  administrative  orders,
     judgments or decrees,  binding  opinions of an attorney  general and common
     law and equitable decisions and doctrines.

          "Leasehold Properties" is defined in Section 8.2 of this Agreement.

          "Letter of Intent"  means the Letter of Intent  between  Buyer and JPE
     dated February  18-19,  1999, as amended by a letter  agreement dated April
     1-2, 1999, and any further amendments thereto.

          "MBCA" means the Michigan Business Corporation Act.

          "Marketable  Title"  shall  be  determined  by  the  applicable  title
     standards adopted by the authority of the State bar in which the applicable
     Property is located and applicable Law.

          "Material  Contracts"  means  (1) all of the  agreements  set forth on
     Schedule 8.6 and (2) any  agreements  or  commitments  (including,  but not
     limited to, credit agreements, debt instruments,  letters of credit, supply
     agreements,  distribution agreements,  confidentiality agreements, purchase
     orders,  production agreements,  employment agreements,  licenses,  leases,
     mortgages,   deeds  of  trusts,   purchase  agreements,   sale  agreements,
     indemnification agreements,  service agreements,  rental agreements, vendor
     agreements,   customer  agreements,   software  agreements  and  all  other
     agreements and commitments (whether written or otherwise), to which any JPE
     Company  is a party  pursuant  to  which  any  party to such  agreement  or
     commitment  is required to spend more than $50,000 in the  aggregate in any
     twelve month period.

          "Most Recent Balance Sheets" means the balance sheets contained within
     the Most Recent Financial Statements.

          "Most  Recent  Financial  Statements"  means,  as of the  date of this
     Agreement,  the Financial  Statements  for the period ended March 31, 1999,
     and,  as  of  the  Closing  Date,  also  includes  the  Closing   Financial
     Statements.

          "Other Documents" is defined in Section 8.32 of this Agreement.

          "Permitted  Land  Exceptions"  is defined  in Section  10.1(a) of this
     Agreement.

          "Plans" is defined in Section 8.8(b)(i) of this Agreement

          "Plastic Trim" means Plastic Trim, Inc., an Ohio corporation.

          "Preferred Shares" means the shares of preferred capital stock of JPE,
     each  share  possessing  all  rights  and  privileges   (including  voting,
     distribution  and  dividend  rights)  equal  to 50  Common  Shares,  all as
     provided by the Resolutions.

          "Preferred  Shares  Subscription  Price" is defined in Section  2.2 of
     this Agreement.

          "Properties"  means  all  of the  real  properties,  and  improvements
     thereon  and  fixtures,  equipment  and other  personal  property  attached
     thereto, owned, leased, occupied or used by each of the JPE Companies,  and
     all real properties that any JPE Company has the right to acquire  pursuant
     to a purchase agreement, option agreement or otherwise,  including land and
     all  manufacturing,  engineering,  warehouse,  office and other  facilities
     located thereon; and water, improvements, soil and vegetation on and under,
     and the air over, the surface of the Properties, together with:

               (a) all  easements,  permits,  licenses,  utility  agreements and
          rights of way  appurtenant  thereto,  and air,  mineral  and  riparian
          rights and all tenements, hereditaments,  privileges and appurtenances
          thereto belonging or in any way appertaining thereto;

               (b) any land lying in the bed of any street, road or avenue, open
          or proposed, at front of or adjoining the Properties to the centerline
          thereof and any unpaid award for damage to the Properties by reason of
          grade of any street;

               (c)  all  leases  to  tenants  and  security   deposits  held  in
          connection therewith; and

               (d) all plans and specifications for improvements thereto and any
          contracts, warranties and guaranties, if any, with regard thereto.

          "Proprietary  Rights"  means  all  the  intellectual  property  rights
     (including  rights to know-how,  inventions,  trade  secrets,  confidential
     business information,  ideas, formulas, techniques,  processes,  industrial
     and utility models, technologies,  compositions, technical data, industrial
     models,  engineering  and  production  processes and  techniques,  patents,
     patent applications,  mask works, names, marks, symbols,  trademarks, trade
     names, service marks,  copyrights and logos) owned,  licensed or used by or
     connected with any of the JPE Companies.

          "Record  Date"  means  the  fifteenth  day  following  the date of the
     Closing  (or, if such day is a holiday in the State of Michigan or a day on
     which banks are  authorized to close,  then such date shall be the next day
     which in the  State of  Michigan  is not a  holiday  or on which  banks are
     authorized to close).

          "Related  Agreements"  means all written  agreements,  other than this
     Agreement, that are executed and delivered by Buyer or JPE pursuant to this
     Agreement or in  connection  with this  Transaction,  regardless of whether
     such other agreements are expressly referred to in this Agreement.

          "Release"  means  spilling,   leaking,  pumping,  pouring,   emitting,
     emptying,  discharging,  injecting,  escaping, leaching, dumping, disposal,
     depositing and placing of any Hazardous Material, including the abandonment
     or  discarding  of  barrels,   containers  and  other  closed   receptacles
     containing any Hazardous Material.

          "Resolutions" is defined in Section 9.7 of this Agreement.

          "SEC" is defined in Section 8.28 of this Agreement.

          "Security Interest" means any interest in personal or real property or
     fixture that secures payment or performance of an obligation.

          "Shareholders"  means the  holders of the common  shares of JPE on the
     Record Date.

          "Shares" are the shares of capital stock of JPE of all classes.

          "Starboard" means Starboard Industries, Inc., a Michigan corporation.

          "Subscribed  Shares"  means all of the  Common  Shares  and  Preferred
     Shares to be purchased by Buyer pursuant to Section 2 of this Agreement.

          "Subscribed  Common  Shares"  means  all of the  Common  Shares  to be
     purchased by Buyer pursuant to Section 2.1 of this Agreement.

          "Subscribed  Preferred Shares" means all of the Preferred Shares to be
     purchased by Buyer pursuant to Section 2.2 of this Agreement.

          "Subscription  Price" means the Common Shares  Subscription Price plus
     the Preferred Shares Subscription Price.

          "Subsidiaries"  means  Plastic Trim;  Starboard;  SAC  Corporation,  a
     Michigan  corporation;  Dayton  Parts,  Inc., a Michigan  corporation;  JPE
     Finishing,   Inc.,  an  Ohio   corporation;   API/JPE,   Inc.,  a  Missouri
     corporation;  Brake,  Axle and  Tandem  Company  Canada  Inc.,  a  Canadian
     corporation; Fastener Acquisition, Inc., a Michigan corporation; JPE Canada
     Inc., a Canadian corporation, and all other direct or indirect subsidiaries
     of JPE.

          "Target EBITDA" is defined in Section 3.1(a)(ii)(A).

          "Tax"  means  any  federal,  State,  local or  foreign  income,  gross
     receipts,   license,  payroll,   employment,   excise,  severance,   stamp,
     occupation, premium, windfall profits, environmental (including taxes under
     Code Section 59A),  customs  duties,  capital  stock,  franchise,  profits,
     withholding, social security (or similar),  unemployment,  disability, real
     property,  personal  property,  sales, use, transfer,  registration,  value
     added, alternative or add-on minimum, estimated,  intangibles,  documentary
     or other tax of any kind whatsoever,  including any interest,  penalty,  or
     addition thereto, whether disputed or not, and shall include any transferee
     liability in respect of any and all of the above.

          "Tax Authority" includes the Internal Revenue Service and any federal,
     State, county,  municipal,  local, foreign or other governmental  authority
     (domestic or foreign) responsible for the administration of any Tax.

          "Tax Return" means any return, declaration,  report, claim for refund,
     or  information  return or statement,  including any schedule or attachment
     thereto,  and including any amendment thereof required to be filed with, or
     where none is required to be filed with a Tax  Authority,  the statement or
     other document issued by, a Tax Authority in connection with, any Tax.

          "Title Company" is defined in Section 10.1(a) of this Agreement.

          "Transaction"  is the  subscription of the Subscribed  Shares by Buyer
     and all related  transactions  as  provided  for and  contemplated  by this
     Agreement and the Related Agreements.

          "Transaction  Costs" means all fees,  expenses and charges  (including
     Fees and Costs) accrued or incurred,  paid or unpaid, by the JPE Companies,
     without  duplication,  in  connection  with or related to the  Transaction,
     including such fees, expenses and charges to (a) CIBC Oppenheimer Corp. and
     Roney & Co., (b) bankruptcy  counsel in connection with the bankruptcies of
     Plastic Trim and  Starboard,  (c) counsel of the Bank Group required by the
     Bank Group to be paid by JPE,  (d)  members of the Bank Group  incurred  in
     connection with any prepayment penalty or acceleration costs or expenses in
     connection  with the  payment  of the Debt  pursuant  to  Section 5 of this
     Agreement, and (e) Dykema Gossett PLLC and other counsel engaged by JPE.

          "Treasury Regulation" means any regulation promulgated under the Code.

          "Underground  Storage Tank" means any container and any related piping
     and material  handling  equipment of which any portion is located below the
     level of the soil at any  Property  that  contains  or stores (or was or is
     intended to contain or store) Hazardous  Materials,  unless all containers,
     piping and related material handling equipment is fully exposed and located
     in the basement of a building at such Property.

          "Underlying   Documents"  is  defined  in  Section   10.1(a)  of  this
     Agreement.

          "Warrant  Exercise  Period"  is  defined  in  Section  3.1(c)  of this
     Agreement.

          "Warrants" is defined in Section 3.1 of this Agreement.

          "Working  Capital" means,  in connection with the JPE Companies,  on a
     consolidated net basis,  immediately before the closing (1) an amount equal
     to the difference  between  consolidated  current Assets minus consolidated
     current liabilities plus (2) $70 million.  Current liabilities for purposes
     of Working Capital shall include (a) the Debt minus the Bank Discharge, (b)
     the  Transaction  Costs not paid  prior to the  Closing  and not  otherwise
     included in current  liabilities,  (c)  $500,000 to satisfy the  contingent
     obligations of JPE with respect to Champion  Plastics,  Inc. (the "Champion
     Costs"),  and (d) the  amount of the  guarantee  of JPE to The Bank of Nova
     Scotia unless such guarantee is discharged prior to the Closing.

     2. Buyer Subscription of Shares.

     2.1 Issuance,  Purchase and Sale of Common Shares. Subject to the terms and
conditions of this  Agreement,  at the Closing,  in accordance  with Section 2.3
below, Buyer shall subscribe for and purchase, and JPE shall issue, sell, convey
and  deliver to Buyer,  a total of  9,441,420  Common  Shares  for an  aggregate
purchase  price of  $1,986,725.83  (the  "Common  Shares  Subscription  Price").
Notwithstanding the foregoing,  the effective date of the subscription set forth
in this  Section  2.1  shall be the  Delivery  Date  and  Buyer  shall  not be a
Shareholder on the Record Date.

     2.2. Issuance,  Purchase and Sale of Preferred Shares. Subject to the terms
and conditions of this Agreement, at the Closing, in accordance with Section 2.3
below, Buyer shall subscribe and purchase, and JPE shall issue, sell, convey and
deliver to Buyer,  1,560,000 Preferred Shares for an aggregate purchase price of
$16,413,274.17 (the "Preferred Shares Subscription Price").

     2.3 Buyer Apportionment. Each of ASC and Kojaian shall subscribe for 50% of
each class of the Subscribed Shares and deliver 50% of the Subscription Price.

     3. Shareholder Warrants.

     3.1  Issuance  of  Warrants.  Subject to the terms and  conditions  of this
Agreement,  on the Record  Date,  JPE shall  (through a dividend)  issue to each
Shareholder warrants in the form of Exhibit A to this Agreement (the "Warrants")
granting each such Shareholder the right to purchase  Preferred Shares of JPE as
set forth below.

     (a)(i) On the Record  Date,  JPE shall issue  (through a  dividend)  to the
Shareholders  (as a whole)  Warrants  to  purchase an  aggregate  of  345,163.50
Preferred  Shares for an aggregate  purchase price of $3,450,000 (the "Aggregate
Warrants Exercise Price").

     (ii)  Notwithstanding the foregoing,  the Aggregate Warrants Exercise Price
is subject to the following adjustments:

          (A) In the event that the Final Actual  EBITDA of the JPE Companies is
     in excess of $34.3  million (the  "Target  EBITDA") for the two year period
     following the Closing (the "EBITDA  Period"),  then the Aggregate  Warrants
     Exercise Price shall be reduced by $1.00 for each $2.00  increment by which
     the Target EBITDA is exceeded.

          (B) In the event that during the period  from the Closing  Date to the
     date on which the  Shareholders  receive notice of the Final Actual EBITDA,
     one or more of the JPE Companies  expend funds on remediation in connection
     with any environmental  condition at one or more of the Properties (whether
     or not such  condition  would  constitute  a breach of Section 8.16 below),
     including any  remediation  required by,  pursuant to or in connection with
     any Environmental  Law, then the Aggregate Warrants Exercise Price shall be
     increased by $.75 for each $1.00 of direct and indirect costs, expenses and
     fees (including Fees and Costs) in excess of $250,000 that are spent by the
     JPE  Companies  on such  remediation,  provided  that in no event shall the
     Aggregate  Warrants  Exercise  Price be increased  by more than  $1,000,000
     pursuant to this Section 3.1(a)(ii)(B).

          (C) In the event that the Bank Group  receives  Warrants  pursuant  to
     Section  4.2 below,  the  Aggregate  Warrants  Exercise  Price shall be the
     aggregate exercise price for all of the Warrants in the aggregate issued to
     the  Shareholders  pursuant to Section  3.1 and the Bank Group  pursuant to
     Section 4.2 below,  and,  therefore,  the exercise price for any individual
     Warrant shall be determined  by dividing the  Aggregate  Warrants  Exercise
     Price  (including  any  adjustments  pursuant  to this  Section  3.1(a) and
     Section  3.2 below),  by the  aggregate  number of  Warrants  issued to the
     Shareholders and the Bank Group.

     (b) If required by applicable  Law, Buyer will effect a registration of the
Preferred  Shares  to be  issued  pursuant  to  the  Warrants  under  applicable
securities Laws prior to the expiration of the EBITDA Period.

     (c) The Warrants shall only be  exercisable  for the ninety (90) day period
beginning on the date on which JPE provides the Shareholders notice of the Final
Actual EBITDA after the JPE Determination (the "Warrant Exercise Period").

     (d) Each  Shareholder  shall  receive the number of Warrants  equal to such
Shareholder's  pro rata  percentage of his or her ownership of the Shares on the
Record Date.

     3.2 Target EBITDA Adjustment. The Target EBITDA shall be equitably adjusted
in the event of the occurrence after the Closing of any of the following events:
(a) a material disposition of Assets, or a business, of any of the JPE Companies
(whether by asset sale, stock sale, investment  agreement,  merger or otherwise)
to a third  party,  (b) a  material  acquisition  of the  assets  or a  business
(whether by asset purchase,  stock  purchase,  investment  agreement,  merger or
otherwise) of a business or an entity  (other than a JPE  Company),  (c) capital
expenditures  exceeding  $11.5 million in the aggregate by the JPE Companies and
(d) the transfer of some or all of the Proprietary  Rights of any JPE Company to
Buyer and the  concurrent  or subsequent  payment of licensing  fees by such JPE
Company to Buyer (the Target EBITDA,  after  adjustment  under this Section 3.2,
the "Adjusted  Target  EBITDA").  The Target EBITDA was calculated in accordance
with Schedule 3.2 to this Agreement.

     3.3 Final Actual EBITDA Determination.

     (a) As soon as practical  following the EBITDA  Period,  the EBITDA for the
EBITDA  Period (the "Actual  EBITDA") and the  Adjusted  Target  EBITDA shall be
determined by JPE's certified public accountants after consultation with Richard
Eidswick   or,  in  the  event  of  his  death  or   disability   at  the  time,
PricewaterhouseCoopers (Eidswick or PricewaterhouseCoopers, "Eidswick"). As soon
as practicable, JPE shall provide Eidswick with JPE's analysis and determination
of the Actual EBITDA and the Adjusted  Target EBITDA (the "JPE  Determination").
The JPE  Determination  shall be fully binding and  conclusive  twenty (20) days
after  delivery of the JPE  Determination  to Eidswick  unless the provisions of
Section  3.3(b)  below  apply.  Eidswick  shall  be  given  full  access  to all
information and  documentation  under JPE's control regarding the calculation of
the JPE Determination as Eidswick reasonably requests.

     (b) In the event that Eidswick  provides JPE with written  notice of a good
faith objection to the JPE Determination specifying the details of the objection
within  twenty  (20)  days  of JPE  providing  notice  to  Eidswick  of the  JPE
Determination,  which objection, if accepted,  would adjust the Actual EBITDA or
the Adjusted  Target EBITDA by an amount equal to 10% of the amount set forth in
the JPE  Determination  (an  "EBITDA  Dispute"),  such EBITDA  Dispute  shall be
submitted for a final  binding  resolution  to a  nationally-recognized  firm of
certified public accountants (the "Accountants")  mutually acceptable to JPE and
Eidswick.

     (c) In the event  Eidswick  and JPE are unable to agree on the  Accountants
pursuant to Section  3.2(b)  above,  each of Eidswick  and JPE shall  choose one
nationally-recognized   firm  of  certified  public   accountants   (other  than
PricewaterhouseCoopers  or Ernst & Young  LLP),  and such firms  shall  choose a
third  nationally-recognized  firm of certified public  accountants  (other than
PricewaterhouseCoopers or Ernst & Young LLP) to whom the EBITDA Dispute shall be
submitted.    In   the   event   either   party   fails   to   select   such   a
nationally-recognized  firm of certified public  accountants  within twenty (20)
days of the delivery of Eidswick's notice of objection, then the matter shall be
resolved by such accountants selected by the other party. In the event that both
parties select  accountants and such accountants are, within twenty (20) days of
selection,  unable  to agree on the  Accountants  to whom the  dispute  shall be
submitted,  the  Accountants  shall be selected by the President of the American
Arbitration   Association   (who,   under   no   circumstance,    shall   choose
PricewaterhouseCoopers or Ernst & Young LLP).

     (d) The Accountants  (whether selected pursuant to Section 3.2(b) or 3.2(c)
above) shall resolve the EBITDA Dispute by determining the Actual EBITDA and the
Adjusted  Target EBITDA within sixty (60) days of submission,  all in accordance
with this Agreement and GAAP.

     (e) The JPE  Determination  (in the event  such  determination  is  binding
pursuant to Section  3.3(b)  above) or the decision of the  Accountants  (in the
event that an EBITDA Dispute is resolved  pursuant to Section 3.3(d) above) (the
applicable calculation,  the "Final Actual EBITDA"), (i) shall be binding on and
non-appealable  and incontestable by JPE, Buyer and Eidswick;  (ii) shall not be
subject to collateral  attack for any reason absent manifest  error,  perjury or
misconduct  and (iii) shall have the same effect as an  arbitration  pursuant to
Michigan Compiled Law Section 600.5001. A judgment of any Michigan Circuit Court
may be rendered  upon the final  determination  of the Final  Actual  EBITDA and
Adjusted Target EBITDA made pursuant to this Section 3.3.

     (f) JPE shall pay Eidswick and the Accountants all reasonable  fees,  costs
and expenses incurred in connection with this Section 3.3.

     (g) JPE shall  indemnify  and hold Eidswick  harmless  against any damages,
penalties,  fines, liabilities,  claims, losses and expenses (including Fees and
Costs)  that  may  be  incurred  by  Eidswick  in  connection   with  Eidswick's
performance  of  Eidswick's  obligations  under this  Section  3.3  ("Eidswick's
Indemnifiable  Claims");   provided,  however,  that  JPE  shall  have  no  such
obligations  under this  Section  3.3(g) in the event  Eidswick's  Indemnifiable
Claims  arise from  Eidswick's  purposeful  malfeasance,  recklessness  or gross
negligence.

     4. Adjustments Based on Bank Group Discharge.

     4.1 Bank Group Subscription of Shares.  Subject to the terms and conditions
of this Agreement, if the Bank Group, pursuant to a binding Bank Agreement fully
executed  and  delivered  prior to or at the  Closing,  forgives,  extinguishes,
releases and  discharges  an amount of the Debt that would  otherwise be due and
outstanding  without payment by JPE (a "Bank Discharge") equal to $17.0 million,
at the  Closing,  JPE shall  issue,  sell,  convey and deliver to the Bank Group
23,010.90 Preferred Shares for an aggregate purchase price of $1,000 pursuant to
a subscription  agreement reasonably acceptable to Buyer, JPE and the Bank Group
(the "Bank Group  Subscription").  If the Bank Group  Discharge is for an amount
less than $12 million, the Bank Group shall receive no Preferred Shares pursuant
to this Section  4.1. If the Bank  Discharge is for an amount above $12 million,
the Bank Group Subscription shall be for the number of Preferred Shares equal to
(a) a number that is equal to the amount of dollars the Bank  Discharge  exceeds
$12 million  multiplied  by (b) a fraction,  the numerator of which is 23,010.90
and the denominator of which is 5.0 million.

     4.2 Bank Group Warrants. If the Bank Group Discharge is for an amount equal
to $17.0 million, JPE shall issue to the Bank Group (for no other consideration)
Warrants granting the Bank Group the right to purchase up to 86,290.88 Preferred
Shares.  If the Bank Group  Discharge is for an amount no more than $12 million,
the Bank Group shall  receive no Warrants  pursuant to this  Section 4.2. If the
Bank Group  Discharge is for an amount  above $12 million,  the Bank Group shall
receive (for no other consideration)  Warrants granting the Bank Group the right
to purchase  the number of  Preferred  Shares  equal to (a) a number that is the
number of dollars the Bank  Discharge  exceeds $12 million  multiplied  by (b) a
fraction,  the numerator of which is 86,290.88 and the  denominator  of which is
5.0  million.  The  exercise  price for the  Warrants  granted to the Bank Group
pursuant  to this  Section  4.2  shall be  calculated  as set  forth in  Section
3.1(a)(ii)(C) above.

     4.3  Buyer  Subscription  Adjustment.  If the  Bank  Group  subscribes  for
23,010.90  Preferred  Shares  pursuant  to  Section  4.1  above,  the  number of
Preferred Shares to be subscribed for by Buyer, and issued,  sold,  conveyed and
delivered  pursuant to Section 2.2 above by JPE to Buyer, at the Closing,  shall
be  increased  by  437,207.10  Preferred  Shares  (for  an  aggregate  total  of
1,997,207.12  Preferred  Shares  issued  to  Buyer)  with no  adjustment  to the
Preferred  Shares  Subscription  Price.  If the  Bank  Group  subscribes  for no
Preferred  Shares pursuant to Section 4.1 above,  the number of Preferred Shares
to be subscribed for by Buyer, and issued, sold, conveyed and delivered pursuant
to Section 2.2 by JPE to Buyer,  shall remain as set forth in Section 2.2 (i.e.,
1,560,000   Preferred  Shares)  with  no  adjustment  to  the  Preferred  Shares
Subscription  Price.  If the Bank  Group  subscribes  for one or more  Preferred
Shares,  the  number of  Preferred  Shares to be  subscribed  for by Buyer,  and
issued,  sold,  conveyed and  delivered  pursuant to Section 2.2 by JPE to Buyer
shall be increased  (with no  adjustment to the  Preferred  Shares  Subscription
Price) by the  product  of (a)  nineteen  (19)  multiplied  by (b) the number of
Preferred Shares subscribed for by the Bank Group pursuant to Section 4.1 above.

     5.  Payment  of Debt.  At the  Closing,  JPE  shall,  pursuant  to the Bank
Agreement,  pay-off  the Debt  (minus the Bank  Discharge)  pursuant  to written
"pay-off"  letters  and  instructions  from  the Bank  Group in form  reasonably
acceptable to Buyer, stating the amounts necessary to fully repay the Bank Group
for  such  Debt  as  of  the  Closing  Date  and  to  receive  a  final  binding
extinguishment,  release and  discharge  of all  indebtedness,  obligations  and
liabilities  of, and  connected  to, the Debt  (including  the Bank  Discharge),
including all mortgages,  deeds of trust, Security Interests,  pledges, charges,
liens, encumbrances,  claims and any other restrictions of any kind or nature on
the Assets of each JPE  Company,  as of the Closing  (including  all  prepayment
penalties and charges).

     6. Actions to be Taken at the Closing and Thereafter.

     6.1 Closing  Date.  The Closing  shall take place at the offices of Buyer's
counsel  at 10:00  a.m.  on April  30,  1999 or such  prior  business  day as is
designated  by Buyer  by five  days'  notice  to JPE.  If any of the  conditions
precedent to Buyer's  obligation to close this Transaction set forth in Sections
11.1 and 11.3 below are not  satisfied on the  scheduled  Closing Date and Buyer
does not wish to waive such condition,  Buyer may, at its sole discretion, on at
least 24 hours'  notice to JPE,  reschedule  the Closing for another date (which
must be a  business  day) not later  than June 30,  1999;  Buyer  shall have the
ability to reset the Closing Date pursuant to this sentence as often as it deems
necessary.

     6.2 Actions to be Taken at the Closing.

     (a) At the  Closing,  JPE  shall  deliver  to  Buyer  certificates  for the
Subscribed  Preferred  Shares,  together with such other  documents as Buyer may
reasonably  request in order to issue to Buyer or evidence the issuance to Buyer
of full title to such Subscribed  Preferred Shares,  free and clear of any lien,
Security  Interest,  pledge,  charge,  encumbrance or restriction of any kind or
nature.

     (b) At the Closing, JPE shall deliver to the Bank Group (if applicable) the
number of Warrants as provided in Section 4 above,  free and clear of any liens,
Security Interests,  pledges, charges,  encumbrances or restrictions of any kind
or nature other than as provided in the Warrants.

     (c) At the Closing, JPE shall deliver to Buyer the following documents:

          (1) Certified  resolutions of its Board of Directors  authorizing  the
     execution,  delivery and  consummation  of this  Agreement and each Related
     Agreement to which JPE is a party.

          (2) A  certificate  executed  by an  officer  of JPE,  dated as of the
     Closing  Date and in form and  substance  reasonably  acceptable  to Buyer,
     certifying  as to JPE's  compliance as of the Closing Date with each of its
     agreements, representations,  warranties and covenants under this Agreement
     and the Related Agreements to which JPE is a party.

          (3)  With  respect  to each JPE  Company,  a copy of its  Articles  of
     Incorporation  (certified  by an  appropriate  State  official as of a date
     within thirty (30) days of the Closing  Date),  Bylaws and documents  (each
     certified by an  appropriate  State  official as of the Closing Date or, if
     dated before the Closing  Date,  updated by facsimile on the Closing  Date)
     showing that it is duly  incorporated  and is in good standing in its State
     of incorporation and is qualified to do business in and in good standing in
     each  jurisdiction  in  which  such  qualification  and  good  standing  is
     necessary under applicable Law.

          (4) A certificate  of the  Secretary or an Assistant  Secretary of JPE
     attesting as to the  incumbency of each officer who executes this Agreement
     or a Related Agreement.

          (5) The written  resignations  (effective as of the end of business on
     the Closing Date) of such officers and directors of each JPE Company as may
     be required by Buyer at least  three (3)  business  days before the Closing
     Date, or documentation and indemnities in form and substance satisfactorily
     to Buyer as to the  removal,  consistent  with  law,  of any  non-resigning
     officer or director so required.

          (6) Such  additional  information  and  materials  as  Buyer  may have
     reasonably requested.

     (d) At the  Closing,  each  of ASC and  Kojaian  shall  deliver  to JPE the
following documents:

          (1) Certified resolutions of its members authorizing the execution and
     delivery of this  Agreement  and each  Related  Agreement  to which it is a
     party.

          (2)  A  copy  of  its  Articles  of  Organization   (certified  by  an
     appropriate  State  official  as of a date  within  thirty (30) days of the
     Closing Date), and its Operating Agreement and documents (each certified by
     an  appropriate  State  official as of the Closing Date or, if dated before
     the Closing Date, updated by facsimile on the Closing Date) showing that it
     is duly  incorporated  and in good standing in the State of Michigan and is
     qualified to do business in the State of Michigan.

          (3) A certificate of its Secretary or an Assistant Secretary attesting
     as to the incumbency of each member or authorized  person who executes this
     Agreement or a Related Agreement on its behalf.

          (4)  Evidence  of  the  complete  payment,  satisfactory  release  and
     discharge of the Debt pursuant to Section 5 above.

          (5) Such  additional  documents,  information and materials as JPE may
     reasonably request.

     (e) At the Closing,  JPE shall provide Buyer with evidence  satisfactory to
Buyer  that (1) the  stock  option  agreements  and  employment  and  consulting
agreements between JPE (and each Subsidiary (if applicable)) and each of Richard
Chrysler,  President and Chief Executive  Officer of JPE, and Richard  Eidswick,
Chairman of JPE,  have been  terminated  and  rendered  null and void and that a
release has been executed  between JPE (and each Subsidiary (if applicable)) and
Buyer, on the one hand, and each of Richard  Chrysler and Richard  Eidswick,  on
the other hand,  releasing both JPE (and each  Subsidiary (if  applicable))  and
Buyer from any  liabilities or obligations  stemming from the termination of the
employment  and  consulting  agreements  and stock  option  agreements,  in form
satisfactory to Buyer in its sole discretion (the "Employment Releases").

     (f) At the Closing,  Buyer shall pay the Subscription  Price by immediately
available funds wired in accordance with wire instructions provided by JPE.

     (g) At the  Closing,  JPE and Buyer shall  execute  and deliver  such other
documents  and  certificates  as are  required  by the  terms of this  Agreement
(including  the  conditions  precedent  set forth in  Section  11 below) and the
Related  Agreements  (including all  governmental and third party consents or as
may be reasonably requested by the other party).

     (h) At the  Closing,  Richard  Chrysler  and  Buyer  shall  enter  into  an
employment agreement in the form of Exhibit C to this Agreement (the "Employment
Agreement").

     (i) At the  Closing,  Buyer shall  provide JPE  evidence  that upon Closing
financing  is  available  to the JPE  Companies  in an amount no less than $51.6
million;  provided,   however,  that  such  financing  may  be  subject  to  the
satisfaction of the conditions precedent in Sections 11.1 and 11.3 below and the
conditions precedent required by the lenders of such financing.

     (j) At the Closing,  (i) JPE shall  deliver to the Bank Group  certificates
for the Preferred Shares subscribed for pursuant to Section 4.1 above,  together
with such other  documents as the Bank Group may reasonably  request in order to
issue to the Bank Group or evidence the issuance to the Bank Group of full title
to such Preferred Shares, free and clear of any lien, Security Interest,  pledge
charges encumbrance or restriction of any kind or nature and (ii) the Bank Group
shall deliver to JPE $1,000 as payment for such Preferred Shares.

     6.3 Actions to be Taken As of the Record Date.  As of the Record Date,  JPE
shall  issue to the  Shareholders  (as a  dividend)  the number of  Warrants  as
provided in Section 3 above,  free and clear of any liens,  Security  Interests,
pledges, charges,  encumbrances or restrictions of any kind or nature other than
as provided in the Warrants.

     6.4 Actions to be Taken on the Delivery  Date.  On the Delivery  Date,  JPE
shall deliver certificates for the Subscribed Common Shares,  together with such
other  documents as Buyer may  reasonably  request in order to issue to Buyer or
evidence the issuance to Buyer of full title to such  Subscribed  Common Shares,
free and clear of any lien, Security Interest,  pledge,  charge,  encumbrance or
restriction of any kind or nature.

     7. Buyer's Representations and Warranties. Buyer represents and warrants to
JPE as follows, as of the date of this Agreement and as of the Closing Date:

     7.1 Organization; Power and Authority. Each of ASC and Kojaian is a limited
liability  company duly organized,  validly  existing and in good standing under
the Laws of the State of Michigan,  and has the limited  liability company power
and  authority to enter into this  Agreement and the Related  Agreements  and to
consummate the Transaction.

     7.2 Authorization; Due Execution; No Conflicts.

     (a) This Agreement and each Related  Agreement has been duly  authorized by
all necessary action on the part of each of ASC and Kojaian.  Upon the execution
and delivery by ASC and Kojaian of this Agreement and the Related Agreements (as
applicable),  this Agreement and the Related  Agreements (as  applicable)  shall
each  constitute  the legal,  valid and  binding  obligation  of each of ASC and
Kojaian, enforceable against each in accordance with its terms.

     (b) The  execution,  delivery and  performance  of this  Agreement  and the
Related  Agreements by each of ASC and Kojaian shall not (1) constitute a breach
or  violation  of (A) either  ASC's or  Kojaian's  Articles of  Organization  or
Operating Agreement, (B) any Law or (C) any material agreement,  indenture, deed
of trust, mortgage,  loan agreement or other material instrument to which either
ASC or  Kojaian  is a party or to which  either is bound;  or (2)  constitute  a
violation of any order,  judgment,  opinion of an attorney  general or decree to
which  either ASC or Kojaian is a party or by which  either of their  assets are
bound or affected.

     7.3 Brokers.  Except as set forth on Schedule 7.3 to this Agreement,  Buyer
(1) has not dealt with any broker or finder in connection with this Transaction;
(2) has not  caused  or  created  any  liability  to any  broker  or  finder  in
connection  with this  Transaction;  and (3) is not aware of any claim  from any
third party that it is entitled to  brokerage,  finders or other similar fees in
connection with this Transaction.

     7.4 Ownership of Buyer.

     (a) ASC is wholly owned by Heinz C.  Prechter and David L.  Treadwell  (the
"ASC Owners").

     (b) Kojaian is wholly  owned by Mike  Kojaian and C.  Michael  Kojaian (the
"Kojaian Owners").

     (c)  Subject  to the  terms  and  conditions  of this  Agreement,  upon the
consummation of the  Transaction,  each of ASC and Kojaian (or their  applicable
successors  or assigns  pursuant to Section  13.3  below)  shall own 50% of each
class of the Subscribed Shares.

     (d) No  shareholders  or  similar  agreement  exists  between or among ASC,
Kojaian,  the ASC Owners and/or the Kojaian Owners whereby either ASC and/or the
ASC Owners,  on the one hand, or Kojaian and/or the Kojaian Owners, on the other
hand, have the right to designate, elect or appoint a majority of the members of
the JPE Board of Directors.

     7.5 Survival.  The  representations  and  warranties set forth in Section 7
shall expire after the consummation of the Closing.

     8. JPE's  Representations  and  Warranties.  JPE represents and warrants to
Buyer as follows, as of the date of this Agreement and as of the Closing Date:

     8.1 Organization;  Power and Authority;  Authorization;  Due Execution;  No
Conflicts.

     (a)  Each JPE  Company  (1) is a  corporation  duly  incorporated,  validly
existing and in good standing under the Laws of the State of its  incorporation,
and (2) has the corporate power and authority to (A) own,  operate and lease the
Assets it owns,  operates  and  leases,  (B) carry on its  business as it is now
being  conducted,  (C) enter into this  Agreement and the Related  Agreements to
which it is a party and  (D) consummate  the  Transaction.  JPE has delivered to
Buyer true and correct  copies of the  corporate  charter and Bylaws of each JPE
Company.

     (b) This  Agreement and each Related  Agreement to which JPE is a party has
been duly authorized by all necessary  corporate  action on JPE's part. Upon the
execution  and  delivery  of this  Agreement  and the Related  Agreements,  this
Agreement  and each Related  Agreement  shall  constitute  the legal,  valid and
binding  obligation of JPE,  enforceable  against JPE, in accordance  with their
respective terms.

     (c) JPE's  execution,  delivery and  performance  of this Agreement and the
Related  Agreements  shall not (1)  constitute  a breach or violation of (A) the
corporate charter or Bylaws of any JPE Company,  (B) any Law or (C) assuming the
satisfaction  of the  conditions  in Section 11 below,  any  Material  Contract;
(2) assuming the satisfaction of the conditions in Section 11 below,  constitute
a violation of any order, opinion of an attorney general,  judgment or decree to
which any JPE  Company is a party or by which the  Assets of any JPE  Company is
bound or  affected;  (3) except as set forth on Schedule  8.1(c),  result in the
acceleration  of any  material  Debt  owed by any JPE  Company  that will not be
discharged,  released,  paid-off, forgiven or extinguished pursuant to Section 5
above; or (4) result in the creation of any lien, charge or encumbrance upon the
currently  outstanding  shares of any JPE Company,  the Subscribed  Shares,  the
Warrants or the Assets of any JPE Company.

     8.2 Title.  JPE and each  Subsidiary (as  applicable)  has and up until the
consummation  of the  Closing  shall have (a) except as  described  on  Schedule
8.2(a) to this Agreement,  good and Marketable Title in fee simple (subject only
to the Permitted  Land  Exceptions) to those  Properties  identified and legally
described on Schedule 8.2(a) to this Agreement (the "Fee Properties"), and (b) a
valid  leasehold  interest  in and  right to  occupy  and use  those  Properties
identified  and legally  described  on Schedule  8.2(b) to this  Agreement  (the
"Leasehold Properties").  No JPE Company possesses a valid and enforceable right
to acquire under option (including,  without  limitation,  pursuant to an option
contract,  right of first refusal, land contract,  contract to deed and/or trust
agreement) any real property.

     8.3 Properties and Improvements.

     (a) Schedules 8.2(a)-(b) to this Agreement fully, accurately and completely
(1) list the  addresses  of all real  estate of all of the  Properties,  and (2)
identify (A) the JPE Company with an interest in such Property and the nature of
such  interest  (e.g.,  fee simple or  leasehold);  (B) in the case of Leasehold
Properties,  the document(s) or instrument(s)  pursuant to which those interests
were  created;  and (C) in brief  summary  form,  the  applicable  JPE Company's
current use and plans (if any) for each Property.

     (b)  Except as set forth on  Schedules  8.2(a)-(b),  no JPE  Company  owns,
leases,  occupies,  uses or has any  other  right  to or  interest  in any  real
property.

     (c) Schedules  8.2(a)-(b)  fully,  accurately  and completely set forth all
material leases, subleases, licenses,  concessions,  rights of use or occupancy,
options,  rights of first  refusal or other  agreements  (written or  otherwise)
granted to any party or parties with respect to any portion of any Property.

     (d) Except as  provided  on  Schedules  8.2(a)-(b)  or the  Permitted  Land
Exceptions, no party has title to, any interest in or any right to use or occupy
any Property or any material portion of any Property.

     (e) With respect to the Properties and the business of the JPE Companies at
each Property:

          (1) The  applicable  JPE Company has received  all material  Approvals
     that are required to conduct the business of the respective JPE Company (or
     such other  parties)  at each  Property,  and each such  Property  has been
     operated and maintained in accordance  with  applicable Law and all subject
     Approvals in all material  respects.  To the knowledge of each JPE Company,
     there are no  proceedings  pending  or  threatened  which may result in the
     limitation,  termination,   cancellation  or  suspension,  or  any  adverse
     modification of, any Approvals. JPE and each Subsidiary (as applicable) has
     filed all material  registrations,  reports and other documents required by
     federal,  State,  county,  municipal and local  authorities  and regulating
     bodies in connection with its business.

          (2) To the  knowledge of each JPE Company,  the  consummation  of this
     Transaction will not invalidate any of the Approvals or require  submission
     of any modifications of any such Approvals, and will not impair any pending
     Approvals or appeals thereof.  To the knowledge of each JPE Company,  there
     is no Law,  restriction or moratorium  imposed,  enacted or,  threatened or
     proposed by any federal, State or local government or agency, the effect of
     which would impair any JPE Company's  ability to maintain or obtain,  after
     the  consummation  of the  Transaction,  any  Approvals  necessary  for the
     conduct  of the  business  of the  respective  JPE  Company's  business  as
     currently conducted at such Property.

          (3) A true and complete summary of all necessary Approvals (indicating
     whether  each such  Approval  has been  obtained or is applied  for) is set
     forth on Schedule 8.3(e) to this Agreement.

     8.4 Assets.

     (a) Except as set forth on Schedule 8.4(a) to this Agreement,  all material
Assets of the JPE Companies are in operating condition, subject only to ordinary
wear and tear, and fit for their intended purpose.

     (b) Except as set forth on Schedule  8.4(b) to this  Agreement,  (1) all of
the  material  Assets are owned by a JPE  Company,  free and clear of all liens,
encumbrances,  Security Interests,  claims, pledges,  charges or restrictions of
any kind or nature,  (2) except as set forth on Schedule  8.4(b) or Schedule 8.6
to this Agreement, none of the material Assets are subject to a lease and (3) no
JPE Company holds any material Assets on consignment.

     (c) All  items  that  comprise  Inventory  of each JPE  Company  have  been
manufactured  or purchased  for sale or use in the ordinary  course of business.
The quantity of each item of Inventory and the mix of such items included in the
Most  Recent   Financial   Statements  for  each  JPE  Company  are  sufficient,
appropriate and adequate to permit  operation of such on a stand alone basis and
as otherwise  presently  proposed to be operated  following the Closing and in a
manner consistent with past practice and present conduct.  The raw materials and
work-in-process  of each JPE  Company  are  useable  in the  ordinary  course of
business in the  production or completion of the finished  goods included in the
Assets.  The finished  goods  included in the Assets (other than slow moving and
obsolete inventory to the extent reserved for in the books of the respective JPE
Company) are fit for the ordinary  purposes  for which such  finished  goods are
used and are  saleable in the  ordinary  course of business  within a reasonable
period  of  time  and  at  such  JPE  Company's   current   selling  prices  for
non-Affiliated transactions. Each JPE Company has provided for adequate reserves
in accordance with GAAP with respect to slow moving and obsolete Inventory.

     (d) All actual costs of items  comprising the Inventory of each JPE Company
have  been  established  by each  JPE  Company  in the  ordinary  course  and in
accordance  with GAAP, and such prices have not been increased in  contemplation
of the  Transaction  and are the same as would exist if this  Agreement  was not
contemplated nor to be entered into.

     (e) With regard to each JPE Company,  the tangible  non-real  estate Assets
(together with the buildings and  improvements  on the  Properties) are suitable
for the purposes for which they are presently  used and have the capacity on the
Closing Date to permit the manufacture of all products presently manufactured by
such JPE Company in accordance  with (i) the total  overall  annual and seasonal
operating  levels of such JPE  Company  for 1999 and (ii) except as set forth on
Schedule 8.4(e) to this Agreement,  the current specifications as of the date of
this Agreement and as of the Closing Date required by current  customers of such
JPE Company,  and to the  knowledge  of each JPE  Company,  there is no material
expenditure  presently required in order to maintain such condition and state of
repair or replace any such Assets.

     8.5 Claims; Litigation; Compliance with Laws; Approvals.

     (a) There has not been  asserted  any (and,  to the  knowledge  of each JPE
Company,  there are no) claims of any nature against any JPE Company that exceed
$100,000 in the  aggregate  or $25,000 in a single  instance,  including  claims
arising out of or in connection with the operation of its business or the Assets
except as set forth in Schedule 8.5(a) to this Agreement.

     (b) Except as set forth on Schedule  8.5(b) to this  Agreement,  (1) no JPE
Company  is:  (A)  a  party  to  any  litigation,   arbitration   proceeding  or
administrative  investigation,  and none is pending or, to the  knowledge of the
JPE  Companies,  threatened  against  any  JPE  Company  or (B)  subject  to any
outstanding  order,  writ,  injunction  or decree of any  court,  government  or
governmental  authority or  arbitration  against or affecting it; and (2) to the
knowledge  of each  JPE  Company,  there  is not  any  basis  for  any  material
litigation, proceeding or investigation of the nature described in clause (1)(A)
above.

     (c) Except as set forth on Schedule 8.16 to this Agreement,  no JPE Company
is in  material  violation  of,  and JPE's  actions in the  consummation  of the
Transaction will not materially violate or infringe,  (i) any Law (including any
Law  relating  to  zoning,  land  use,  employment,  employment  practices,  the
environment,  occupational  safety or health)  or (ii) any right or  concession,
copyright,  trademark,  trade name,  patent,  know-how or other  proprietary  or
intellectual property right of others.

     8.6 Agreements; Contracts; Warranties.

     (a) Set forth on Schedule 8.6 to this  Agreement are each of the agreements
and commitments of any nature (including, but not limited to, credit agreements,
debt instruments, letters of credit, supply agreements, distribution agreements,
confidentiality agreements,  purchase orders, production agreements,  employment
agreements,  licenses,  leases, mortgages, deeds of trusts, purchase agreements,
sale  agreements,   indemnification  agreements,   service  agreements,   rental
agreements, vendor agreements,  customer agreements, software agreements and all
other agreements and commitments  (whether written or otherwise)),  to which any
JPE  Company  is a party (i)  involving  any  material  long-term  agreement  or
commitment  with the  customers  of any JPE  Company  or (ii) that is or will be
required to be filed with or disclosed to the SEC pursuant to the Exchange Act.

     (b) With respect to the Material Contracts, except as set forth on Schedule
8.6 to this Agreement:

          (l) No JPE Company,  or to the  knowledge of each JPE Company no third
     party to any  Material  Contract,  has  breached  or is in  default of such
     Material  Contracts  nor has such  breach or default  been  asserted by any
     party, and there has not occurred any event which, with the passage of time
     or giving of notice (or both), would constitute such a breach or default.

          (2) Each  Material  Contract  shall  remain in full  force and  effect
     (without imposition of any restriction, adverse condition, limitation, cost
     or penalty to any JPE  Company or Buyer)  notwithstanding  the  Transaction
     (except for those  Material  Contracts  terminated or modified  pursuant to
     this Agreement including as a result of the payment of the Debt).

          (3) Each JPE Company has satisfied all of its material obligations (to
     the extent that such  obligations can be determined) as of the date of this
     Agreement  under each Material  Contract and each JPE Company shall satisfy
     all remaining  obligations  under each Material Contract to the extent such
     obligations  are required to be satisfied  prior to the Closing Date except
     for those objections which cannot be so satisfied  pursuant to the terms of
     the  Forbearance  Agreement or due to the binding  orders of the Bankruptcy
     Courts.

          (4) No JPE Company or any third  party to any  Material  Contract  has
     repudiated any provision of any Material Contract.

     (c) JPE has  provided  to Buyer  true and a complete  copy of each  written
instrument  or  document,  and a true  and  complete  written  summary  of  each
unwritten understanding, that is identified on Schedule 8.6.

     (d) JPE has  provided  to Buyer true and correct  sample  forms of customer
warranties and purchase orders that are representative of those used by each JPE
Company within the past year.

     (e) JPE acknowledges  that it has entered into certain  correspondence  and
memoranda   with   General   Motors   Corporation,   Ford  Motor   Company   and
DaimlerChrysler  regarding  the  terms of the  sale of  certain  JPE  Companies'
products  to such  corporations,  the  material  terms of which are set forth on
Schedule 8.6(e) to this Agreement.

     8.7  Proprietary  Rights.  All of the  Proprietary  Rights  are  listed  or
described on Schedule 8.7 to this Agreement and, except as disclosed in Schedule
8.7, are the sole and exclusive  property of JPE or a Subsidiary  (as identified
on Schedule 8.7). The  Proprietary  Rights owned or licensed by each JPE Company
are  sufficient  to conduct  its  business  as  presently  conducted.  Except as
disclosed on Schedule 8.7, the  Proprietary  Rights have not been  hypothecated,
assigned  or  licensed,  in whole or in part,  to any person or  entity,  do not
infringe upon or violate the rights of any person or entity. To the knowledge of
each JPE  Company,  no JPE  Company has at any time taken,  or  permitted  to be
taken,  any action,  or permitted any use, or is aware of any such action or use
by  any  third  party,  with  respect  to the  Proprietary  Rights,  that  would
jeopardize the applicable  ownership and right to use of the Proprietary  Rights
by any JPE Company (as  applicable).  To the  knowledge of each JPE Company,  no
person or entity is infringing or violating  the  Proprietary  Rights of any JPE
Company except as disclosed on Schedule 8.7.

     8.8 Employees; Employee Benefits.

     (a) Employees. Except as set forth on Schedule 8.8(a) of this Agreement:

          (i) No employee of any JPE Company has any  understanding or agreement
     (written or otherwise) with any JPE Company.

          (ii) No JPE Company has any collective  bargaining or union  contracts
     or agreements. To the knowledge of each JPE Company there have not been any
     unfair labor practice complaints,  labor difficulties or work stoppages, or
     threats  thereof,   affecting  any  JPE  Company's  unions,   employees  or
     activities.

          (iii) There is no union campaign  presently being conducted to solicit
     employees to authorize a union to request a national labor  relations board
     certification election with respect to the employees of any JPE Company.

          (iv) There are no independent contractual arrangements between any JPE
     Company and any officer or director of any JPE Company.

          (v) No JPE Company has entered  into a service,  leasing or  licensing
     agreement for  professional  services  which  requires an annual payment of
     more than  $50,000  per  individual;  and any  individuals  providing  such
     services  pursuant to any such  arrangement  listed on Schedule  8.8(a) are
     independent  contractors  and duly  licensed (if  required) in the State in
     which they perform such services.

     (b) Employee Benefits.

          (i) Set forth on Schedule  8.8(b) to this Agreement is a complete list
     of each employee pension, profit sharing, stock bonus, stock option, bonus,
     incentive,  defined contribution,  deferred compensation,  hospitalization,
     medical,  insurance,  severance  or other  plan,  fund,  program  or policy
     providing  employee  benefits  maintained  or  contributed  to by  any  JPE
     Company, including any entity, which, with any JPE Company, is described in
     Code  Section  414(b),  (c),  or (m),  in which  any  employees  or  former
     employees of any JPE Company have  participated  or under which any of them
     has accrued and remains entitled to any benefits (the "Plans"); and JPE has
     provided Buyer copies of all such written Plans (or descriptions thereof if
     the Plan is  unwritten)  and all  related  documents,  including  any trust
     agreements,  insurance  contracts or other funding medium related to any of
     the  Plans.  JPE has also  provided  Buyer with the most  recent  actuarial
     valuation report with respect to any of the Plans for which such report has
     been prepared,  the most recent asset  valuation  report(s) with respect to
     each of the Plans which has assets, the most recent and prior annual report
     (Form 5500) filed with  respect for each of the Plans for which such report
     must be filed,  and the most  recent  favorable  IRS  determination  letter
     received with respect to each of the Plans that is intended to be qualified
     under Section 401(a) or Section 403(b) of the Code, or trust intended to be
     exempt under Section 501(a) or Section 501(c)(9) of the Code.

          (ii) Except as set forth in Section 8.8(b), no JPE Company,  including
     any entity which, with any JPE Company is described in Code Section 414(b),
     (c),  or (m),  has made any  commitment  or taken  any  action  to adopt or
     establish any  additional  employee  benefit  plan(s) within the meaning of
     Section 3(3) of ERISA or to materially  increase the benefits  under any of
     the Plans.

          (iii) Except as set forth in Section 8.8(b),  all such Plans which are
     subject  to ERISA  and/or  the  Code,  comply in form and have been and are
     operated in substantial  compliance with all applicable provisions of ERISA
     and/or the Code, and all  governmental  filings  required to be made during
     the prior three fiscal years of the Plans and participant  notices relating
     to the Plans have been timely filed and/or distributed.

          (iv) No JPE Company is a contributing  employer to any  multi-employer
     plan within the meaning of Section  4001(a)(3) of ERISA,  and no withdrawal
     liability has been  incurred by or asserted  against any JPE Company or any
     entity which,  with any JPE Company,  is described in Code Section  414(b),
     (c), or (m), with respect to a  multi-employer  plan in which  employees of
     any JPE Company participate.

          (v)  Except as set  forth in  Schedule  8.8(b),  (A) for each Plan and
     attendant  trust that is  intended  to satisfy  the  provisions  of Section
     401(a) and Section 501(a) of the Code, the JPE Company  sponsoring the Plan
     has obtained a favorable  determination letter from the IRS to such effect;
     (B) none of the determination letters have been revoked by the IRS, nor has
     the IRS given any  written  notice to any JPE  Company  that it  intends to
     revoke any such determination letter; (C) no material liability under Title
     IV or Section  302 of ERISA has been  incurred by any JPE Company or by any
     entity which,  with any JPE Company,  is described in Code Section  414(b),
     (c), or (m), that has not been satisfied in full;  (D) no reportable  event
     within  the  meaning  of  Section  4043 of ERISA or  non-exempt  prohibited
     transaction  within the meaning of Section 406 of ERISA has  occurred  with
     respect to any Plan and no Tax has been imposed pursuant to Section 4975 of
     the Code in respect  thereof;  (E) there are no outstanding  liabilities of
     any of the Plans  (including  unfunded  benefit  liabilities  as defined in
     Section 4001(a)(18) of ERISA under any single employer pension plan), other
     than  liabilities  for  administrative  fees and benefits to be paid in the
     ordinary  course to  participants  in the Plans or their  beneficiaries  in
     accordance with the terms thereof, and the consummation of this Transaction
     shall not give  rise to any such  liabilities;  (F)  there are no  pending,
     threatened  or  anticipated  claims  involving  any  of the  Plans;  (G) no
     fiduciary  of any of the Plans has any  liability  for breach of  fiduciary
     duty  or any  other  failure  to act  or  comply  in  connection  with  the
     administration  of or investment of the assets of any of the Plans; and (H)
     all contributions  required to be made to any of the Plans and all premiums
     for insurance  coverage for each of the three previous  fiscal years of the
     Plans  ended  before the date of this  Agreement  have been  timely paid in
     full,  including  any premiums to be paid to the Pension  Benefit  Guaranty
     Corporation.

          (vi) None of the Plans  provides,  or has any obligation or commitment
     to  provide,  health  benefits  to any  current  or  former  employees,  or
     dependents  thereof,  of any JPE Company  beyond their  retirement or other
     termination of service,  other than coverage mandated by Part 6 of Subtitle
     B of Title I of ERISA.

          (vii) No  amounts  payable  under  the  Plans is  likely to fail to be
     deductible for federal income Tax purposes by virtue of Section 280G of the
     Code.

     8.9  Insurance.  Set forth on Schedule 8.9 to this  Agreement is a true and
complete  list of all policies of fire,  liability,  workers'  compensation  and
other  forms  of  insurance  owned  or  held  by  each  JPE  Company  (including
coverages),  and JPE has  delivered to Buyer true and complete  summaries of all
such policies. All such policies are in full force and effect, all premiums with
respect  thereto  covering all periods up to and including the Closing Date have
been paid,  and,  except as set forth on Schedule 8.9, no notice of cancellation
or termination has been received with respect to any such policy.  Such policies
(a)  are  sufficient  for  compliance  with  all  requirements  of Law  and  all
agreements  to which the  applicable  JPE  Company  is a party;  (b) are  valid,
outstanding and enforceable policies;  (c) shall remain in full force and effect
through the Closing Date without the payment of additional  premiums (except for
policies for which monthly payments are required); and (d) except as provided on
Schedule  8.9 shall not in any way be  affected  by,  or  terminate  or lapse by
reason of, the Transaction. Set forth on Schedule 8.9 are all risks that any JPE
Company has designated as being self-insured or partially funded.

     8.10 Net Sales.  The monthly  net sales of each JPE  Company  from March 1,
1998 through  March 31, 1999 are set forth on Schedule  8.10 to this  Agreement.
Buyer's  representatives shall have the right, during business hours and upon at
least 24 hours  notice,  to examine the books and records of each JPE Company to
verify net sales  after April 1, 1999.  Before the  Closing,  JPE shall  furnish
Buyer  with  an  updated  Schedule  8.10  updating,   through  the  most  recent
practicable  date  preceding the Closing Date, the monthly net sales of each JPE
Company.

     8.11 Financial  Statements.  JPE has delivered to Buyer complete  copies of
the financial  statements of each JPE Company for the three years ended December
31,  1996,  1997 and 1998,  respectively,  with the  corresponding  accountants'
reports,  including  balance  sheets and  accompanying  statements of profit and
loss,  and  for the  three  months  ended  March  31,  1999  (collectively,  the
"Financial  Statements").  Before  the  Closing,  JPE shall  furnish  Buyer with
financial  statements  updating,  through  the end of the  month  preceding  the
Closing  Date  (the  "Closing  Financial  Statements").  Each  of the  Financial
Statements  reflects,  and the Closing Financial Statements shall fairly reflect
in all material respects,  the financial condition,  results of operations as of
such  dates and for the  period  then  ended,  and all of such  statements  were
prepared in accordance with GAAP assuming JPE is a going concern  (except,  with
respect to interim financial  statements,  for normal,  year-end adjustments and
the absence of  footnotes).  Attached as Schedule 8.11 to this Agreement are the
Most  Recent  Financial  Statements  (which  shall be updated  with the  Closing
Financial Statements prior to the Closing Date).

     8.12  Undisclosed  Liabilities.  Subject  to all  items  disclosed  in this
Agreement,  set forth on Schedule 8.12 of this Agreement or that are included in
the calculation of Working Capital, to the knowledge of each JPE Company, no JPE
Company has any liability or obligation  of any kind  (contingent  or otherwise)
not  reflected on the Most Recent  Financial  Statements  or has occurred in the
ordinary  course  of  business  since  the  date of the  Most  Recent  Financial
Statements.  Subject  to all  items  disclosed  in this  Agreement  or that  are
included in the  calculation  of Working  Capital,  to the knowledge of each JPE
Company,  there is no basis for the assertion of any claim or liability  against
any JPE Company that is not fully reserved  against in the Most Recent Financial
Statements or has occurred in the ordinary  course of business since the date of
the Most Recent Financial Statements.

     8.13 Tax Matters.

     (a)  Except  as set  forth on  Schedule  8.13 to this  Agreement,  each JPE
Company  has duly and  timely  filed  all Tax  Returns  that it was (or will be)
required to file up to and including the Closing Date  (including  extensions of
time to file).  Except as set forth on Schedule 8.13,  all such Tax Returns were
true, correct and complete in all material respects. Each JPE Company has timely
paid all owed Taxes (whether or not shown on any Tax Return) in full.  Except as
set forth on Schedule 8.13, no JPE Company  currently is the  beneficiary of any
extension of time within which to file any Tax Return.  With respect to each JPE
Company,  no claim has ever been made by a Tax Authority in a jurisdiction where
such JPE Company  does not file Tax Returns that such JPE Company may be subject
to taxation by that jurisdiction.  There are no Security Interests on any of the
Assets that arose in connection with any failure (or alleged failure) to pay any
Tax.

     (b) Each JPE Company has (and will have through the Closing Date)  withheld
and  paid all  Taxes  required  to have  been  (or to be)  withheld  and paid in
connection with amounts paid or owing to any employee,  independent  contractor,
creditor,  stockholder or other third party, and has otherwise complied with all
applicable Laws relating thereto.

     (c) Except as set forth to the  contrary on Schedule  8.13,  no director or
officer (or  employee  responsible  for Tax matters) of any JPE Company has been
provided  notice  that any Tax  Authority  shall  propose,  assert or assess any
additional Taxes for any period for which Tax Returns have been filed.  There is
no audit, dispute, claim or other proceeding concerning any Tax or Tax Return of
any JPE Company  either (1) raised by any Tax  Authority  or (2) as to which any
director  and officer (or  employee  responsible  for Tax matters) of JPE has or
should have knowledge.  JPE has provided to Buyer copies of all federal,  State,
county, municipal,  local and foreign income Tax Returns with respect to any JPE
Company  for  taxable  periods  ended on or after  December  31,  1992,  and has
identified those Tax Returns that currently are the subject of an audit (if any)
by a Tax Authority.  JPE has delivered to ASC true,  correct and complete copies
of all Tax Returns, examination reports, and statements of deficiencies assessed
against or agreed to by or with  respect to any JPE Company  since  December 31,
1992.

     (d) No JPE Company has waived any statute of limitations regarding Taxes or
agreed to any extension of time with regard to a Tax  assessment or  deficiency.
Each JPE Company has disclosed on its respective  federal income Tax Returns all
positions  taken  therein that could give rise to a  substantial  understatement
penalty within the meaning of Code Section 6662.

     (e) No JPE  Company  (1) has  filed a consent  under  Code  Section  341(f)
concerning  collapsible  corporations;  (2) has failed to make any payments,  is
obligated  to make any  payments,  or is a party  to any  agreement  that  under
certain  circumstances  could obligate it to make any payments that shall not be
deductible  under Code Section 280G;  (3) has been a United States real property
holding  corporation  within the meaning of Code  Section  897(c)(2)  during the
applicable period specified in Code Section 897(c)(1)(A)(ii);  (4) except as set
forth on Schedule 8.13, is (nor it has ever been) a party to any Tax allocation,
sharing  indemnity  or  similar  contract  or  arrangement  or  assumed  the Tax
liability of any other person under contract or other arrangement; (5) except as
set forth on Schedule  8.13, has granted a power of attorney with respect to any
matter relating to Taxes; (6) has participated in an international boycott under
Code Section 999; (7) except as set forth on Schedule  8.13,  has agreed,  or is
required to make, any adjustment under Code Section 481 by reason of a change in
accounting  method or otherwise;  (8) is a party to any safe harbor lease within
the meaning of Code  Section  168(f)(8),  as in effect prior to amendment by the
Tax  Equity  and   Responsibility  Act  of  1982;  (9)  has  had  any  permanent
establishments  in any foreign country,  as defined in any applicable  treaty or
convention  between the United States and each foreign  countries;  or (10) is a
party to any joint venture,  partnership  or other  arrangement or contract that
could be treated as a partnership for federal income Tax purposes. Except as set
forth in Schedule  8.13,  no JPE Company (A) has been a member of an  Affiliated
Group filing a  consolidated  federal income Tax Return or (B) has any liability
for the Taxes of any person under Treasury  Regulation  Section 1.1502-6 (or any
similar  provision  of  State,  local,  or  foreign  Law),  as a  transferee  or
successor, by contract, or otherwise.

     (f) Set forth on Schedule 8.13 is the following information with respect to
each JPE Company as of December 31, 1998:  (1) the basis of its Assets;  (2) the
amount of any net operating loss, net capital loss,  unused foreign or other Tax
credit, excess charitable contribution  deductions,  and any other Tax elections
and any other Tax attributes of JPE; (3) the amount of any deferred gain or loss
allocable  to  such  JPE  Company  arising  out  of  any  Deferred  Intercompany
Transaction;  and (4) the  amount  of any  gain or loss  allocable  to such  JPE
Company  arising out of any  Intercompany  Transaction.  Except as  disclosed on
Schedule  8.13, no JPE Company has a net operating  loss or other Tax attributes
presently  subject to  limitation  under Code Sections 382, 383, or 384 or their
underlying Treasury Regulations.

     (g) The unpaid  Taxes of each JPE Company (1) do not, as of March 31, 1999,
exceed the  reserve  for Tax  liability  for such JPE  Company  (other  than any
reserve for deferred Taxes  established to reflect  timing  differences  between
book and Tax  income) set forth on the face of the Most  Recent  Balance  Sheets
(rather  than in any notes  thereto)  and (2) will not  exceed  such  reserve as
adjusted for the passage of time through the Closing Date in accordance with the
past custom and practice of such JPE Company in filing its Tax Returns.

     8.14 Absence of Changes or Events.  Except as disclosed on Schedule 8.14 to
this Agreement,  each JPE Company has operated its business only in the ordinary
course and there has not been,  since January 1, 1999, (a) any material  adverse
change in the financial  condition,  results of operation or business of any JPE
Company; (b) any damage,  destruction or loss,  regardless of whether covered by
insurance,  that materially and adversely  affects any JPE Company's  Assets; or
(c) any entry into or commitment to a transaction  material to any JPE Company's
business.

     8.15 Creditors.

     (a) Set forth on Schedule 5 is a true,  accurate and complete  statement of
the Debt.

     (b) JPE has provided to Buyer all material information regarding all of the
creditors  of each JPE Company as of March 31, 1999 and the amounts owed to each
such creditor.

     8.16 Environmental and Occupational Matters.

     Except as set forth on Schedule 8.16 to this Agreement:

     (a) There are no Hazardous  Materials or Underground  Storage Tanks present
at any  Property,  other than those  quantities of such  Hazardous  Materials as
occur  naturally in the native and  uncontaminated  natural  soils and waters at
such Property, that would require investigations,  studies,  sampling,  testing,
removal,  response,  remediation  or  clean-up  with  respect  to any  Hazardous
Materials  pursuant to any  Environmental  Laws.  To the  knowledge  of each JPE
Company, no JPE Company has (and no JPE Company has any knowledge that any prior
owner of any Property or any existing or prior tenant, sub-tenant or occupant of
any Property or any other  person or entity,  or their  respective  contractors,
agents,  employees  or invitees  has) ever  generated,  used,  stored,  treated,
transferred,  transported,  processed, manufactured, refined, handled, produced,
arranged to dispose or disposed of  Hazardous  Materials  at, from or  affecting
such  Property in any manner that violates any  Environmental  Law or would give
rise to any obligation or liability under any Environmental  Law. No JPE Company
has or  possesses  knowledge  that any other  person or  entity:  (1)  caused or
permitted any Property to be used to generate,  manufacture,  refine, transport,
treat,  dispose of,  transfer,  produce or process  Hazardous  Materials  in any
manner that was in violation of any  Environmental Law or that gives rise to any
obligation or liability under any  Environmental  Law or (2) caused or permitted
any Release or threatened  Release of Hazardous  Materials at, from or affecting
any Property owned or operated by any JPE Company which, directly or indirectly,
caused or contributed to (A) pollution or  contamination  or (B) the presence of
Hazardous  Materials at or about any Property in violation of any  Environmental
Law or in a manner  that gives rise to any  obligation  or  liability  under any
Environmental Law.

     (b) To the  knowledge of each JPE Company,  no JPE Company has received any
notice,  claim or allegation of any violation,  and to the knowledge of each JPE
Company,  there are no existing material  violations of any Environmental Law at
any  Property.  To the  knowledge  of the JPE  Companies,  there are no  actions
commenced or threatened by any person or entity for or related to or arising out
of non-compliance with Environmental Laws that apply to any Property, activities
at such Property or Hazardous Materials at, from or affecting such Property.

     (c) The  development,  use and  operation of all real  property  previously
used,  owned,  operated  or  developed  by each JPE  Company  or any  subsidiary
previously  owned by JPE and all  activities  conducted  thereon,  have  been in
compliance with all applicable Environmental Laws.

     (d) JPE has  provided  Buyer  with true and  complete  copies  of all:  (1)
Environmental Reports and other environmental or worker safety or health-related
data, information, correspondence, audits and other documents (collectively, the
"Environmental  Information")  regarding  the  Properties  or  JPE's  or the JPE
Companies'  operations  thereat  in their  possession  or  control;  and (2) all
Environmental  Information  relevant to any other property ever owned, leased or
operated by JPE or a JPE Company in the JPE Companies' possession or control.

     (e) To the  knowledge of any JPE Company,  neither JPE nor any JPE Company,
nor any person to which they are a  successor,  has ever  disposed of  Hazardous
Materials  in a manner  that has or will  give  rise to any  damage,  liability,
claim,  loss or expense in connection with the Release or threatened  Release of
such Hazardous Materials.

     (g) Each JPE Company has  obtained and is in material  compliance  with all
permits,  licenses and other approvals required under any Environmental Law (the
"Environmental Permits"). To the extent required prior to the Closing Date, each
JPE Company has made timely and complete application for the renewal, extension,
or  reissuance  of all  Environmental  Permits,  and no JPE Company has obtained
information which would lead it to believe that any such  Environmental  Permits
may not be renewed,  extended or reissued in due course and as requested without
the imposition of cost or penalty.

     8.17  Subsidiaries.  Except for the entities set forth on Schedule  8.17 to
this  Agreement,  JPE  does  not own  (and  has not  owned  since  JPE has  been
incorporated) any equity interest,  directly or indirectly,  in any corporation,
joint  venture,  partnership,  limited  liability  company,  firm,  association,
business or other entity.  Set forth on Schedule  8.17 is the current  status of
each entity (in connection with JPE) listed therein.

     8.18 Capitalization.

     (a) Set forth on  Schedule  8.18(a)  to this  Agreement  is a  correct  and
complete  description  of the  capitalization  of each JPE  Company.  All of the
issued and  outstanding  capital  stock of each JPE  Company is validly  issued,
fully paid, nonassessable and free of preemptive rights.

     (b) Except for this Agreement and as set forth on Schedule  8.18(b) to this
Agreement,  there are no (1)  options,  warrants  or other  rights,  agreements,
arrangements or commitments of any character to which any JPE Company is a party
relating  to the  issued  or  unissued  capital  stock  of any  JPE  Company  or
obligating any JPE Company to grant,  issue or sell any shares of stock or other
equity interest in itself or any JPE Company;  (2)  agreements,  arrangements or
commitments  of any character  (contingent  or otherwise)  pursuant to which any
person is or may be  entitled  to  receive  any  payment  based on  revenues  or
earnings of any JPE Company;  or (3) voting trusts,  proxies or other agreements
or understandings to which any shareholder of any JPE Company or any JPE Company
is a party or by which any  shareholder of any JPE Company or any JPE Company is
bound with respect to the voting of shares of any JPE Company.

     8.19 Bank Accounts.  Set forth on Schedule 8.19 to this Agreement is a full
and  complete  list of all of the bank  accounts  and the  names of the  persons
authorized to draw thereon of each JPE Company.

     8.20 Guaranties. Except as set forth on Schedule 8.20 to this Agreement, no
JPE Company has  guaranteed  any debt or  obligation of any entity or individual
other than a JPE Company and none of the debts,  liabilities  or  obligations of
any JPE Company are guaranteed by any third parties.

     8.21  Related  Parties.  There  are no  written  or other  legally  binding
contractual  relationships  between any JPE Company and any family member of any
officer or director of any JPE Company.

     8.22 Accounts Receivable; Working Capital.

     (a) Set forth on Schedule 8.22 to this  Agreement is a list of the Accounts
Receivable of each JPE Company as of March 31, 1999, and all such amounts listed
as Accounts Receivable are accurate in all respects and determined in accordance
with GAAP. All Accounts  Receivable arose in the ordinary course of business and
are valid and collectible in the ordinary course net of reserves,  subject to no
counterclaims or setoffs (except for those of original  equipment  manufacturers
pursuant  to standard  contractual  terms),  at the  aggregate  recorded  amount
thereof as set forth on the  records  of each JPE  Company  and the Most  Recent
Balance Sheets.

     (b) JPE acknowledges that the Subscription  Price was determined,  in part,
by JPE's  representation  that the JPE Companies  shall have (on a  consolidated
basis) Working Capital of at least $35 million immediately prior to the Closing.

     8.23 Brokers. Except as set forth on Schedule 8.23 to this Agreement:

     (a) No JPE  Company  (1) has dealt with any broker or finder in  connection
with this Transaction;  (2) has caused or created any liability to any broker or
finder in connection  with this  Transaction;  or (3) is aware of any claim from
any third party that it is entitled to brokerage,  finders or other similar fees
in connection with this Transaction.

     (b) No JPE Company is aware of any broker or finder which was  instrumental
or had any part in bringing about this Transaction.

     8.24 Flips. No intercompany transactions including JPE or any Subsidiary or
between  Subsidiaries and no related party transactions  between any shareholder
or any affiliate  thereof  increased the recorded net book value of any asset of
JPE or any Subsidiary (including in anticipation of, or in connection with, this
Transaction).

     8.25  Construction  Liens.  Except  as set forth on  Schedule  8.25 to this
Agreement,  there are no claims of, or amounts  due and owing to, any  laborers,
materialmen,  subcontractors,  suppliers  or the like which could give rise to a
construction lien or similar lien. No materials incorporated into the Properties
or the improvements thereon are subject to any Security Interest, except for any
Security Interest that may arise in connection with a recorded mortgage.

     8.26  Letters of  Credit.  No JPE  Company  has issued any letter of credit
benefiting any third party that shall remain outstanding as of the Closing Date.

     8.27  Business  Names.  Schedule 8.27 sets forth all names  (registered  or
otherwise)  by  which  each JPE  Company  (including  unincorporated  divisions)
currently  conducts (or in the past has conducted) its business and  operations,
including  names used with  governmental  agencies,  suppliers,  customers,  the
public and otherwise.

     8.28 SEC Statements, Reports and Documents. Except as set forth on Schedule
8.28 to this  Agreement,  JPE has  timely  filed all  required  forms,  reports,
statements and documents with the Securities and Exchange Commission (the "SEC")
since the date JPE became a reporting company under the Securities  Exchange Act
of 1934, as amended (the "Exchange Act"). JPE has delivered or made available to
counsel  for  Buyer:  (a) its Annual  Reports on Form 10-K for the fiscal  years
ended December 31,  1995, 1996, 1997 and 1998,  respectively;  (b) its Quarterly
Reports on Form 10-Q for the fiscal  quarters  ended June 30, 1997 and 1998, and
September  30,  1997  and 1998 and  March  31,  1997  and  1998;  (c) all  proxy
statements  relating  to JPE's  meetings  of  stockholders  (whether  annual  or
special) held since December 31, 1996, (d) all other forms, reports,  statements
and  documents  filed or required to be filed by it with the SEC since  December
31,  1997,  and (e) all  amendments  and  supplements  to all such  reports  and
registration  statements  filed  by JPE  with  the SEC  (collectively,  the "JPE
Reports").  As of  their  respective  dates,  the JPE  Reports  complied  in all
material  respects with all applicable  requirements of the Exchange Act and the
rules and  regulations  promulgated  thereunder,  and did not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein or necessary  to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements  (including  any  related  notes) of JPE  included in the JPE Reports
fairly reflects in all material respects the financial  condition and results of
operations  of JPE as of such dates and for the period  then  ended,  and all of
such  statements  were prepared in accordance  with GAAP assuming JPE is a going
concern,  subject,  in the  case of  unaudited  interim  consolidated  financial
statements, to (i) the absence of certain notes thereto and (ii) normal year end
adjustments.  JPE has heretofore  furnished or made available to Buyer a correct
and complete copy of any  amendments or  modifications,  which have not yet been
filed with the SEC but which are required to be filed, to agreements,  documents
or  other  instruments  which  previously  had  been  filed  by JPE with the SEC
pursuant to the Securities Act or the Exchange Act.

     8.29 Shares.

     (a)  Upon  Buyer's  payment  of  the  Subscription  Price,  the  Subscribed
Preferred  Shares purchased  therewith will be duly authorized,  validly issued,
fully paid and nonassessable.  Immediately following the Closing, there will be,
with  regard to JPE,  issued and  outstanding  the  number of Common  Shares and
Preferred Shares  (including the Subscribed  Preferred Shares and the Bank Group
Subscription)  set forth on  Schedule  8.29 and no other  capital  stock (of any
class) of JPE shall be outstanding.

     (b) On the  Delivery  Date,  the  Subscribed  Common  Shares  will  be duly
authorized, validly issued, fully paid and nonassessable.  Immediately following
the delivery of the Subscribed Common Shares, there will be, with regard to JPE,
issued  and  outstanding  the  number  of Common  Shares  and  Preferred  Shares
(including the Subscribed  Shares and the Bank Group  Subscription) set forth on
Schedule  8.29  and no  other  capital  stock  (of any  class)  of JPE  shall be
outstanding.

     (c)  Upon  consummation  of the  Transaction,  Buyer  shall  own all of the
Subscribed  Preferred  Shares,  free and  clear  of any  lien,  claim,  Security
Interest, pledge, charge, encumbrance or restriction of any kind or nature.

     8.30  Intercompany  Debt.  Set forth on Schedule 8.30 to this Agreement are
all of the outstanding  intercompany debt obligations  (whether or not evidenced
by  promissory  notes or other  similar  instruments)  among the JPE  Companies.
Except as set forth on Schedule 8.30, no indebtedness of any kind is owed (a) by
any  JPE  Company  to  Industrial  &  Automotive  Fasteners,  Inc.,  a  Michigan
corporation  ("IAF"), or JPE Canada Inc., a Canadian  corporation ("JPE Canada")
(IAF, JPE Canada,  any Subsidiaries  that have divested all or substantially all
of their assets and any former  subsidiaries  of any JPE Company,  collectively,
the "Divested  Subsidiaries"),  or any other  Divested  Subsidiary or (b) by any
Divested Subsidiary to any JPE Company.

     8.31 Certain Former  Subsidiaries.  JPE has  consummated the sale of all of
the capital stock of IAF to MacLean Acquisition Company, a Delaware corporation,
and (b)  the  assets  of JPE  Canada  to The  Ventra  Group,  Inc.,  a  Canadian
corporation (collectively, the "Divestitures").  JPE has provided Buyer with all
material documentation evidencing the Divestitures.

     8.32  Disclosure.  To the  knowledge  of each JPE  Company,  no  statement,
representation  or warranty made by JPE in this  Agreement,  any other document,
letter or brochure relating to JPE and provided to Buyer (the "Other Documents")
or any Related Agreement, and none of the Schedules,  Exhibits or attachments to
this  Agreement,  the Other  Documents  or any Related  Agreement,  contains any
untrue statement of any material fact or omits a material fact necessary to make
the statements  contained in this Agreement,  the Other  Documents,  the Related
Agreements  or  such  Schedules,  Exhibits  or  attachments,  in  light  of  the
circumstances in which they were made, not misleading.

     8.33 Survival. The representations and warranties set forth in this Section
8 shall not survive after the Closing Date, except Section 8.29, which shall not
survive after the Delivery Date.

     9. Covenants Pending the Closing and Delivery Date.

     9.1 Conduct Through the Closing Date.  Except,  in the case of Plastic Trim
and Starboard,  as required by the respective  Bankruptcy  Courts or any binding
order, decree or "Plan of Reorganization"  issued or approved by such Bankruptcy
Courts, and except as restricted pursuant to terms and conditions of the current
(or any subsequent or amended)  Forbearance  Agreement  entered into between the
Bank Group  (other than  GMACBC) and JPE or as  otherwise  contemplated  by this
Agreement,  prior to the Closing Date, JPE shall (except as otherwise  consented
to in writing by Buyer):

     (a) Operate  JPE (and cause the  Subsidiaries  to operate) in the  ordinary
course as historically conducted.

     (b) Not enter into any  transaction,  take any action,  or fail to take any
action, which would result in, or could reasonably be expected to result in, any
of  JPE's  representations,   warranties,  disclosures  or  agreements  in  this
Agreement  or the  Related  Agreements  or the  Exhibits  or  Schedules  to this
Agreement and the Related  Agreements or in connection with the  consummation of
the Transaction, to not be true and complete immediately after the occurrence of
the Transaction.  Without limiting JPE's  obligations  under this Section 9.1(b)
but subject to the limitations set forth in Section 9.1(a) above,  JPE shall (or
shall cause the Subsidiaries to): (1) maintain and preserve the Properties;  (2)
not modify,  amend or terminate any of the documents,  instruments or agreements
set  forth on  Schedule  8.3(a)  or  Schedule  8.3(e);  (3) not  enter  into any
documents,  instruments or agreements that would alter or modify its rights with
respect  to any  Property;  (4)  own  and  operate  each  Property  in a  manner
consistent  with its past course of business  and in a  commercially  reasonable
manner; (5) maintain the JPE Companies' non-real estate Assets in good operating
condition, subject to ordinary wear and tear; (6) maintain all present insurance
in  force;  and (7)  comply  with the  provisions  of all  agreements,  Material
Agreements and Laws applicable to each JPE Company and its Assets.

     (c) Except with regard to the Employment Agreement, the Employment Releases
or as otherwise  contemplated  by this  Agreement,  not allow any JPE Company to
enter into any agreement,  contract, purchase or sale other than in the ordinary
course of its  business,  including  any  agreement  that  would  dispose  of or
encumber any of the Assets other than in the ordinary course of business. No JPE
Company shall increase or become  committed (or agree to become  committed to in
the  future)  to an  increase  in the  compensation  of any  employee  except as
otherwise required by a contractual obligation existing prior to April 16, 1999.

     (d) Furnish  weekly  reports to Buyer  showing the net dollar volume of the
JPE  Companies'  sales during such week and costs of sales during such week. The
reports may be conveyed to Buyer  initially by telephone  with a written  report
delivered to Buyer within five days after the end of each such week.

     (e) Use its best efforts to preserve the present business  organization and
goodwill of each JPE Company  intact,  including  (i)  employees,  officers  and
directors  and  (ii)  the  present  business  relationships  and  goodwill  with
customers, suppliers, subcontractors, engineers, architects, media, governmental
contacts and others having dealings affecting the business of the JPE Companies.

     (f) Cause  each JPE  Company to pay all costs,  expenses,  liabilities  and
obligations  in the  ordinary  course when due,  regardless  of whether any such
items are to be reimbursed by Buyer under this Agreement.

     (g) Except as required by this Agreement,  not alter the  capitalization of
any JPE Company as set forth on Schedules 8.18(a)-(b).

     9.2  Approvals and Consents.  JPE shall obtain,  in writing,  all necessary
corporate,  shareholder,  governmental  and third party  approvals  and consents
required  in order to  authorize  and  approve  this  Agreement  and the Related
Agreements  and to consummate  the  subscription  and delivery of the Subscribed
Shares to Buyer and the Transaction  pursuant to this  Agreement,  including the
approval  of the  Transaction  from the  Bankruptcy  Courts  pursuant to binding
Confirmation  Orders.  JPE shall pay all costs and expenses related to obtaining
such approvals with respect to its business and operations.

     9.3 Advice of Changes.  Between the date of this  Agreement and the Closing
Date, JPE shall promptly notify Buyer in writing (including revised,  amended or
updated  Schedules or Exhibits to this Agreement) of any fact which, if existing
or known at the date of this Agreement, would have been required to be set forth
in this Agreement or disclosed pursuant to this Agreement or a Related Agreement
or which would affect or change any of the information set forth in the Exhibits
or Schedules of this Agreement or any Related Agreement.  Any such updates shall
be subject to Section 11.1(b) below.

     9.4 Notice of Litigation.  Each of Buyer and JPE shall promptly  notify the
other party in writing if it receives any notice, or otherwise becomes aware, of
any  action  or  proceeding   instituted  or  threatened  before  any  court  or
governmental  agency by any  third  party to  restrain  or  prohibit,  or obtain
substantial damages with respect to this Agreement, any Related Agreement or the
consummation of the Transaction.

     9.5 Access to  Properties  and Records;  Inspection.  From the date of this
Agreement through the Closing Date, JPE shall provide (or caused to be provided)
to Buyer and its  counsel,  accountants  and other  representatives,  agents and
consultants  full access,  during normal business hours, to all of the personnel
and Assets of the JPE Companies (including the Properties,  Inventory, financial
and operating data,  books, Tax Returns,  contracts,  commitments and records of
each JPE  Company)  including  such  access as is needed to  conduct a  physical
inspection,  including,  but not limited to, an Environmental  Inspection of the
Assets   satisfactory   to   Buyer   (collectively,   "Buyer's   Due   Diligence
Investigation").

     9.6 Environmental Inspection.

     (a) Between the date of this  Agreement and the Closing,  Buyer may have an
independent   environmental   consultant   ("Buyer's   Consultant")  perform  an
environmental  inspection and audit of one or more of the  Properties  (together
with  any  already  undertaken  environmental  inspections,  the  "Environmental
Inspection").  The Environmental  Inspection shall be conducted in a manner that
does not  unreasonably  interfere  with the operation of the business of the JPE
Companies nor does  material  damage to the  Properties.  Prior to conducting an
inspection  other than a  traditional  "Phase I"  environmental  audit,  Buyer's
Consultant shall first prepare a work plan describing the proposed Environmental
Inspection.  JPE  shall  have  the  right  to  review  and  comment  on  Buyer's
Consultant's  work plan five business days before it is  implemented.  JPE shall
have the right to split samples with Buyer or Buyer's Consultant.

     (b) Prior to the Closing Date, the results of the Environmental  Inspection
shall be (1) shared  between  Buyer and JPE and (2)  treated as  privileged  and
confidential  as shall the documents  constituting  and the documents used in or
for the Environmental Inspection (the "Environmental Report"); provided that the
Environmental  Report may be  disclosed  as required by Law or as  requested  by
Buyer's  attorneys,   consultants  and  advisors,   lenders  (and  its  lenders'
advisors).  Buyer shall promptly  restore any  disturbance to the Property which
results from the  Environmental  Inspection  to the same or  reasonably  similar
predisturbed  condition  and  shall,  in  compliance  with  Environmental  Laws,
promptly  dispose  at an  appropriate  off-site  location  all  waste  materials
generated  on  such  Property  due  to  the  performance  of  the  Environmental
Inspection.

     (c) In addition to and notwithstanding the foregoing,  prior to the Closing
Date,  JPE and Buyer,  at JPE's sole cost and  expense,  shall  engage  Superior
Property  Services  Group  to  conduct  a  Phase  I or  Phase  II  Environmental
Inspection (as set forth on Schedule 9.6(b) to this Agreement) of the Properties
set  forth  on  Schedule  9.6(b).  The  results  of such  Phase I and  Phase  II
Environmental Inspections shall be subject to Section 9.6(b) above.

     9.7 Preferred  Shares.  Prior to the Closing Date, JPE shall  authorize the
issuance of Preferred Shares, in accordance with resolutions duly adopted by JPE
in the form of Exhibit B to this Agreement (the "Resolutions"),  with all of the
rights and privileges as described in the Resolutions.

     9.8 Other  Actions.  Buyer and JPE shall  take all such  other and  further
actions, consistent with this Agreement and the Related Agreements, as the other
may reasonably request.

     10. Title.

     10.1 Title  Commitment,  Survey and Zoning. As evidence of title to the Fee
Properties and the Leasehold  Properties  identified by Buyer, JPE shall furnish
to Buyer, at JPE's cost (including premiums),  with a copy to Buyer's attorneys,
as soon as possible:

     (a) A  commitment  from a title  insurance  company  approved by Buyer (the
"Title  Company")  to  issue to the  applicable  JPE  Company,  at or as soon as
possible after Closing, an ALTA owner's title insurance policy, without standard
exceptions and with such endorsements as Buyer may require  (including,  without
limitation,  a survey  endorsement,  a "same as"  endorsement,  a non-imputation
endorsement,   "fairway"  endorsement,   zoning  endorsement  and  a  contiguity
endorsement,  with the arbitration  provisions and creditor's  rights provisions
deleted), in the amount provided for each Property as set forth on Schedule 10.1
to this  Agreement,  insuring  title  to the  Properties  with  the  appurtenant
easements to be vested in JPE in good and marketable  condition,  free and clear
of any liens and  encumbrances  except  easements,  restrictions,  covenants and
agreements  of record which shall not, in Buyer's sole and absolute  discretion,
be inconsistent  with or make unduly  expensive or burdensome the JPE Companies'
use  of  the  Properties   subsequent  to  the  Closing  (the   "Permitted  Land
Exceptions").  The  commitment  for  title  insurance  shall be  accompanied  by
readable  copies of all  documents  cited as  exceptions  to title  therein (the
"Underlying Documents"),  which shall be certified by the Title Company as true,
correct and complete copies of the Underlying Documents.

     (b) A current boundary survey of each Property  certified to the respective
JPE Company,  Buyer and the Title  Company (and such other  persons as Buyer may
require) by a registered land surveyor or engineer containing legal descriptions
of such  Property  in form and  content  sufficient  to permit  deletion  of the
standard title  exceptions  with respect to such  Properties and showing (1) all
adjacent and interior public streets and roadways, (2) the exact location of all
access roads,  and entry  buildings and points of all utilities to the Property,
(3) the exact  location of all  buildings  and  improvements,  and (4) the exact
location of all recorded or visible easements on or servicing the Property.  The
surveys shall certify to the respective JPE Company,  Buyer,  the Title Company,
and such other  persons or  entities  as Buyer may desire that no portion of any
Property lies within a federally  designated  flood plain; and that there are no
encroachments  either onto or off of the Properties,  except as shown. The legal
description of the  Properties  set forth in the  commitment or commitments  for
title  insurance  that JPE is  required  to furnish  under  Section  10(a) shall
conform exactly to the legal descriptions set forth in the survey required under
this Section 10(b).

     10.2 Objections to Title. If objection to the title to any Property is made
by Buyer, based upon a written opinion of Buyer's attorney,  as soon as possible
after the date of receipt of all of the  commitment,  the Underlying  Documents,
and the survey  provided  pursuant to Section 10.1, that the title is not in the
condition required for performance under this Agreement, JPE shall have ten days
from the time that it is notified in writing of the particular defect claimed to
provide Buyer with a revised title  commitment  evidencing  that such defect has
been remedied  and/or insured over in a manner  satisfactory to Buyer. If JPE is
unable to obtain such revised title commitment within such ten day period, Buyer
shall have the  option to (1)  proceed  with this  Transaction,  in which  event
thesubject  Property  shall be  transferred to an entity not owned by JPE or any
Subsidiary  at no cost or penalty to Buyer and the  Subscription  Price shall be
reduced  by the  amount  set forth on  Schedule  10.1 to this  Agreement  as the
assumed  value of such  Property;  (2)  terminate  this  Agreement  pursuant  to
Section 12.1 below; or (3) waive such defect and proceed to Closing.

     11. Conditions Precedent to the Obligation of the Parties to Close.

     11.1 Buyer's Conditions Precedent. Buyer's obligations under this Agreement
are subject to the  satisfaction  at or before the  Closing  Date of each of the
following  conditions (the  fulfillment of any of which may be waived in writing
by Buyer):

     (a) All terms,  covenants and  conditions of this Agreement and the Related
Agreements  to be complied  with or  performed by JPE prior to or on the Closing
Date shall have been complied with and performed by JPE,  including JPE's timely
taking of all actions and  delivery  of all  documents  required to be taken and
delivered by them under this Agreement and the Related Agreements.

     (b) All  representations,  warranties,  disclosures  and  statements of JPE
contained in this  Agreement,  the Related  Agreements  and the Other  Documents
shall be true and  complete  as of the date of this  Agreement  and the  Closing
Date.  Any  amendments to the Exhibits and  Schedules to this  Agreement and the
Related  Agreements  which  JPE  proposes  to  deliver  after  the  date of this
Agreement shall be satisfactory to Buyer, in its sole discretion.

     (c) JPE shall have  furnished to Buyer an opinion of Dykema  Gossett  PLLC,
dated as of the Closing Date, in form of Exhibit D to this Agreement.

     (d)  Since  the date of this  Agreement,  there  shall  not  have  been any
material  adverse  change in the  financial  condition  or  business  of any JPE
Company,  or in the  condition  of the Assets of any JPE  Company,  or any event
which may, in the future, cause such a change.

     (e) JPE shall have  delivered to Buyer the  commitment or  commitments  for
title insurance and the boundary surveys  required  pursuant to Section 9 above,
showing  title to the  Properties  to be in the  condition  required  under this
Agreement for the performance of this Agreement and the Title Company shall have
extended the effective  date of such  commitment or  commitments  to the Closing
Date and shall be irrevocably  committed to issue its title insurance  policy or
policies  pursuant to such  commitment or commitments  without any exception for
"defects,  liens,  encumbrances,  adverse claims or any other  matters,  if any,
created,  first  appearing in the public records or attaching  subsequent to the
effective date but prior to the date the proposed  insured acquires for value of
record the estate or interest covered by the title  commitment" or similar "gap"
exception.

     (f) JPE and Buyer  shall have  received in writing  (1) all  approvals  and
consents  necessary to authorize,  approve and consummate  this  Agreement,  the
Related  Agreements  and the  Transaction  as provided in  Section 9.2,  (2) the
Confirmation Orders and approval of the Bankruptcy Courts in accordance with the
current  terms of the Plan of  Reorganizations  applicable  to Plastic  Trim and
Starboard  (and any changes  thereto  shall be  acceptable  to Buyer in its sole
discretion) and (3) any third party consents  necessary to maintain the Material
Contracts set forth on Schedule 8.6 after the consummation of this Transaction.

     (g) No employment or consulting (or similar)  agreement and no stock option
nor similar  agreement  shall exist  between any JPE Company and either  Richard
Chrysler  or  Richard  Eidswick;  and JPE  shall  have  entered  into a  binding
Employment Release with each of Richard Eidswick and Richard Chrysler.

     (h) Buyer,  JPE and the Bank Group shall have entered into a Bank Agreement
providing for the full satisfaction, discharge, release and pay-off of the Debt.

     (i) Buyer shall have arranged for JPE to have obtained financing  following
the Closing in an amount no less than $51.6  million;  provided,  however,  that
such financing may be subject to the satisfaction of the conditions precedent in
this Section 11.1 and 11.3 below and those conditions  precedent required by the
lenders to such financing.

     (j) JPE shall have at least $35  million in Working  Capital on the Closing
Date.

     (k) JPE shall have duly adopted the Resolutions and such Resolutions  shall
be fully authorized and in effect as of the Closing Date.

     (l) Buyer shall be satisfied,  in its sole discretion,  with the results of
Buyer's Due Diligence Investigation.

     (m) JPE shall have  delivered  to ASC a copy of the Minutes of its Board of
Directors Meeting in which it received the Fairness Opinion.

     (n) Heinz Prechter, David L. Treadwell, Mike Kojaian and C. Michael Kojaian
shall have been elected to the Board of  Directors  of JPE,  effective as of the
end of business on the Closing Date.

     11.2 JPE's Conditions Precedent. JPE's obligations under this Agreement are
subject to the  satisfaction  at, or prior to, the Closing Date of the following
conditions  precedent (the  fulfillment of any of which may be waived in writing
by JPE):

     (a) All terms,  covenants and  conditions of this Agreement and the Related
Agreements  to be complied with or performed by Buyer prior to or on the Closing
Date shall have been  fully  complied  with and  performed  by Buyer,  including
Buyer's  timely taking of all actions and delivery of all documents  required to
be taken and delivered by it under this Agreement and the Related Agreements.

     (b) The  representations,  warranties,  disclosures and statements of Buyer
contained  in this  Agreement  and the  Related  Agreements  shall  be true  and
complete as of the date of this Agreement and on the Closing Date.

     (c) Buyer  shall  have  furnished  to JPE an  opinion  of  Honigman  Miller
Schwartz  and  Cohn  dated  the  Closing  Date,  in  form of  Exhibit  E to this
Agreement.

     (d) The Board of Directors of JPE shall have received the analysis prepared
by and the  "fairness  opinion"  of Roney & Co. to the  effect  that,  as of the
Closing  Date (based upon and subject to the factors and  assumptions  set forth
therein)  the  Transaction  is  fair  from a  financial  point  of  view  to the
Shareholders (the "Fairness Opinion").

     (e) Buyer  shall  provide  JPE  evidence  that upon  Closing  financing  is
available  to the JPE  Companies  in an  amount  no  less  than  $51.6  million;
provided, however, that such financing may be subject to the satisfaction of the
conditions  precedent in Sections 11.1 above and 11.3 below and those conditions
precedent required by such lenders.

     11.3 Mutual  Conditions  Precedent.  Each  party's  obligations  under this
Agreement are subject to the  satisfaction  at, or prior to, the Closing Date of
the following  mutual  conditions  precedent  (the  fulfillment  of which may be
waived in writing by the parties):

     (a) No litigation or  administrative  proceeding or other civil or criminal
proceedings  shall have been  commenced or  threatened to challenge the right of
any party to consummate the  Transaction  contemplated  under this Agreement and
the Related Agreements.

     (b) The terms of this  Agreement and the  Transaction  shall be approved by
the  Bankruptcy  Courts  pursuant to binding  Confirmation  Orders to the extent
required to consummate the Transaction under applicable Law.

     (c) The Exhibits and the  Schedules to this  Agreement not attached to this
Agreement  upon its  execution by the parties  shall be  delivered  prior to the
Closing Date in a form approved by the Buyer and JPE,  which  approval shall not
be unreasonably withheld.

     12. Default; Termination of Agreement.

     12.1  Termination.  This Agreement may be terminated at any time before the
Closing as follows:

     (a) At the  election  of  Buyer,  by  notice  to JPE at any  time if any of
Buyer's  conditions  precedent to Closing,  as specified in Section 11.1 or 11.3
above,  has not been  satisfied as of the Closing Date or has at any time become
incapable of being satisfied by the Closing Date.

     (b) At the election of JPE, by notice to Buyer, if any of JPE's  conditions
precedent to Closing,  as specified in Section 11.2 or 11.3 above,  has not been
satisfied  as of the Closing  Date or has at any time become  incapable of being
satisfied by the Closing Date.

     (c) At the election of JPE, by notice to Buyer,  if JPE has entered into an
agreement or commitment to engage in an  Alternative  Acquisition  in accordance
with Section 12.5 below as evidenced by the execution of a definitive  agreement
with respect thereto.

     (d) If this Agreement  terminates in accordance  with this Section 12.1, it
shall be null and void and have no further force or effect;  provided,  however,
that  Sections  12.2,  12.3 and 13.10  below shall  remain  fully  binding.  The
parties'  rights under this Section 12.1 are  cumulative  and are in addition to
the other rights and remedies  available to them under Sections 12.2, 12.3, 12.4
and 12.5 below,  any other provision of this Agreement,  the Related  Agreements
and any other agreement or applicable Law.

     12.2 Good Faith  Costs.  If Buyer  terminates  this  Agreement  pursuant to
Section  12.1(a)  above due to the  failure of the  satisfaction  of one or more
conditions  precedent  under Section 11.1 (other than Section  11.1(i) above) or
Section  11.3(c)  above and JPE has failed to satisfy such  condition  precedent
within  five (5) days  after  delivery  by Buyer to JPE of notice of the lack of
satisfaction  of such  condition  precedent,  Buyer shall be entitled to payment
from the JPE Companies (or their  successors  and assigns) of its  out-of-pocket
costs and expenses  incurred in connection with proceeding with this Transaction
(including  Fees and  Expenses  and costs  involved  in  Buyer's  Due  Diligence
Investigation,  and the  entering,  performing  and  executing  this  Agreement)
beginning  on February  18,  1999;  provided,  however,  that Buyer shall not be
entitled to such costs in excess of $300,000.  Buyer's rights under this Section
12.2 are  cumulative  and are in  addition  to the  other  rights  and  remedies
available to it under Section 12.1 above and Sections  12.3 and 12.4 below,  any
other  provision of this  Agreement  and the Related  Agreements,  and any other
agreement or applicable Law.

     12.3  Break-Up  Fee. If, under any  circumstance  other than the failure of
Buyer to  fulfill  the  conditions  precedent  under  Section  11.2  above,  the
Transaction  contemplated  by this Agreement is not  consummated  and JPE or its
shareholders  enters into an agreement or commitment to engage in an Alternative
Acquisition on or prior to the one year  anniversary of this Agreement  which is
thereafter consummated,  the JPE Companies (or their successors) shall pay Buyer
a fee of  $500,000.00,  less 50% of any costs paid to Buyer  pursuant to Section
12.2 above.  Buyer's  rights under this Section 12.3 are  cumulative  and are in
addition to the rights and remedies  available to it under  Sections  12.1,  and
12.2 above,  Section 12.4 below,  any other  provision of this Agreement and the
Related Agreements, and any other agreement or applicable Law.

     12.4 Equitable  Remedies.  The  obligations of Buyer,  on the one hand, and
JPE,  on the other  hand,  under  this  Agreement  are of a special  and  unique
character and the failure to perform such  obligations  under this  Agreement by
Buyer,  on the one hand,  or JPE,  on the other hand,  shall  cause  irreparable
injury to the other party, the amount of which would be extremely difficult,  if
not  impossible,  to  estimate  or  determine  and which  may not be  adequately
compensable  by monetary  damages alone.  Therefore,  any injured party shall be
entitled,  as a matter of course, to an injunction,  restraining  order, writ of
mandamus or other  equitable  relief from any court of  competent  jurisdiction,
including  specific   performance,   restraining  any  violation  or  threatened
violation of any term of this Agreement or any Related  Agreement,  or requiring
compliance  with or  performance of any  obligations  under this  Agreement,  or
requiring compliance with or performance of any obligations under this Agreement
or such Related  Agreement,  by the  violating  party or parties,  or such other
persons as a court of competent  jurisdiction  may order.  The  parties'  rights
under this  Section  12.4 are  cumulative  and are in addition to the rights and
remedies  otherwise  available to them under Sections 12.1,  12.2 and 12.3 above
and Section 12.5 below,  any other  provision of this  Agreement and the Related
Agreements, and any other agreement or applicable Law.

     12.5 No Shop.  For a period  beginning  with the date of this Agreement and
ending on the Closing  Date,  no JPE Company  shall (and each JPE Company  shall
prohibit  its  respective  representatives,   officers,  directors,   employees,
attorneys or agents from), directly or indirectly, initiate, solicit, encourage,
participate  in,  negotiate,  or provide any information to any person or entity
concerning,  or taking  any  action to  facilitate  the  making of, any offer or
proposal which  constitutes or is reasonably likely to constitute an Alternative
Acquisition or any inquiry with respect thereto.  Notwithstanding the foregoing,
JPE may  provide  access and  furnish  information  concerning  its  businesses,
Properties or Assets to any corporation,  partnership, person or other entity or
group pursuant to an appropriate  confidentiality  agreement,  and may negotiate
and  participate  in  discussions  and  negotiations  with such  entity or group
concerning an Alternative  Acquisition (a) if such entity or group has submitted
a bona fide written  proposal  for an  Alternative  Acquisition  to the Board of
Directors of JPE relating to any such  transaction and (b) if, in the good faith
determination  of the Board of  Directors  of JPE,  the failure to provide  such
information or access or to engage in such discussions or negotiations  would be
inconsistent   with  their   fiduciary   duties  under   applicable  Law,  after
consultation  with Dykema Gossett PLLC.  Each JPE Company shall promptly  notify
Buyer of any  inquiry or proposal  for an  Alternative  Acquisition  (including,
without  limitation,  the terms and  conditions  thereof and the identity of the
person making it) and will provide Buyer with a copy of any written proposal for
an  Alternative  Acquisition.  Notwithstanding  the  foregoing,  nothing in this
Section 12.5 shall be construed to limit the obligations of Starboard or Plastic
Trim in  connection  with its  respective  pending  bankruptcy  proceeding.  Any
violation of this Section 12.5 by any JPE Company shall entitle Buyer to damages
and remedies under  Sections 12.2,  12.3 and 12.4 above in addition to any other
rights and  remedies  available  to Buyer under this  Agreement  and the Related
Agreements, and any other agreement or applicable Law.

     13. Miscellaneous.

     13.1  Notices.  Any notice  required  or  permitted  to be given under this
Agreement must be sent by (a) recognized  overnight courier (such as Airborne or
Federal Express), (b) by certified or registered mail, postage prepaid or (c) by
facsimile,  with confirmation of transmission by the sender's machine,  followed
by further notice under (a) or (b) above the following business day, as follows:

     (a)   to Buyer:                     ASC Holdings LLC
                                         One Heritage Place
                                         Suite 400
                                         Southgate, MI  48195
                                         Attn: David Treadwell
                                         Facsimile:  (734) 285-6702

           and to:                       Kojaian Holdings LLC
                                         1400 N. Woodward Ave., Suite 250
                                         Bloomfield Hills, MI  48304
                                         Attn:  C. Michael Kojaian
                                         Facsimile:  (248) 644-7620

           with a copy to:               ASC Holdings LLC
                                         One Heritage Place
                                         Suite 400
                                         Southgate, MI  48195
                                         Attn: Steven J. Morello
                                         Facsimile:  (734) 285-6702

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

     (b)   to JPE:                       JPE, Inc.
                                         775 Technology Drive
                                         Suite 200
                                         Ann Arbor, MI  48108
                                         Attn:  Richard Chrysler
                                         Facsimile:  (734) 662-0133

           with a copy to:               Dykema Gossett  PLLC
                                         400 Renaissance Center
                                         Detroit, MI  48243
                                         Attn:  Barbara Kaye
                                         Facsimile:  (313) 568-6915

Notice  shall be  considered  given (i) the next  business day upon sending by a
recognized  overnight  carrier,  (ii) three  business  days after  deposit  with
certified or registered mail or (iii) the next business day upon transmission by
facsimile.

Addresses  for notices may be changed by notice  given  pursuant to this Section
13.1.

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

     13.3  Successors and Assigns.  This  Agreement  shall bind and inure to the
benefit of the parties and their  successors and assigns;  provided that (a) JPE
shall not assign  (including  by operation of law) this  Agreement,  any Related
Agreement  or any rights under this  Agreement  or any Related  Agreement to any
other  person  and (b) each of ASC and  Kojaian  shall  have the right to assign
(including by operation of law) this Agreement and the Related  Agreements  only
to (i) any direct or  indirect  wholly-owned  subsidiary  of ASC or Kojaian  (as
applicable), (ii) to any entity wholly owned by the ASC Owners or Kojaian Owners
(as  applicable),  (iii)  individually  to the ASC Owners and Kojaian Owners (as
applicable) or (iv) any combination of clauses (i)-(iii).

     13.4  Severability.  The  provisions  of this  Agreement  shall  be  deemed
severable,  and if any provision or part of this Agreement is held illegal, void
or invalid  under  applicable  Law,  such  provision or part may be construed or
deemed  changed by a court of competent  jurisdiction  to the extent  reasonably
necessary  to make the  provision or part,  as so  construed or changed,  legal,
valid and binding.  If any provision of this Agreement is held illegal,  void or
invalid in its entirety, the remaining provisions of this Agreement shall not in
any way be affected or impaired  but shall  remain  binding in  accordance  with
their terms.

     13.5  Entire   Agreement;   Amendment.   This  Agreement  and  the  Related
Agreements,  including the Schedules and the Exhibits to this  Agreement and the
Related Agreements,  contain the entire agreement of the parties with respect to
the purchase and sale of the Shares and the remainder of the other  Transaction,
and no  representations  made by any party may be relied on unless  set forth in
this Agreement or the Related  Agreements  (including the Exhibits and Schedules
to this Agreement and the Related Agreements).  This Agreement may be altered or
amended only by an instrument in writing, duly executed by ASC, Kojaian and JPE.
This Agreement and the Related Agreements supercede and render null and void the
Letter of Intent.

     13.6  Cost of  Litigation.  If any party  breaches  this  Agreement  or any
Related  Agreement  and if counsel is employed to enforce  this  Agreement  or a
Related  Agreement,  the  successful  party  shall be entitled to Fees and Costs
associated with such enforcement.

     13.7  Interpretation.  This Agreement and the Related  Agreements are being
entered into among competent and experienced  business  persons,  represented by
counsel, and have been reviewed by the parties and their counsel. Therefore, any
ambiguous  language  in  this  Agreement  or any  Related  Agreement  shall  not
necessarily  be construed  against any  particular  party as the drafter of such
language.

     13.8  Counterparts.  This  Agreement  may  be  executed  in any  number  of
counterparts  (by facsimile  transmission  or otherwise),  each of which when so
executed  shall be deemed an  original,  but all of such  counterparts  together
shall constitute one and the same instrument.

     13.9 Applicable Law; Venue. This Agreement shall be construed in accordance
with  and  governed  by the laws of the  State of  Michigan  without  regard  to
principles of conflicts of law. The parties  acknowledge  that the United States
District Court for the Eastern District of Michigan or the Circuit Court for the
County  of  Washtenaw  shall  have  exclusive  jurisdiction  over  any  case  or
controversy  arising  out of or  relating  to this  Agreement  and  the  Related
Agreements and that all litigation  arising out of or relating to this Agreement
and the Related  Agreements  shall be  commenced in the United  States  District
Court for the Eastern  District of Michigan or in the Washtenaw  County  Circuit
Court.

     13.10  Expenses.  Except as  otherwise  provided in this  Agreement  or the
Related  Agreements,  each party shall bear its own expenses in connection  with
the  Transaction,  including  costs  and  expenses  of  its  or  his  respective
attorneys, accountants, consultants and other professionals.

     13.11  Further  Assurances.  If at any time  after  the  execution  of this
Agreement,  Buyer or JPE  reasonably  considers  or is advised  that any further
actions, assignments or assurances on its or his part are necessary or desirable
to carry out the intent and  accomplish  the purposes of this  Agreement and the
Related Agreements, it shall, at its own expense, take such actions, execute and
make  all  such  assignments  and  assurances  and do all  things  necessary  or
appropriate  to  carry  out the  intent  and  accomplish  the  purposes  of this
Agreement and the Related Agreements.

     14.  Transaction Fee. In addition to all other rights and remedies afforded
to Buyer,  in the event the Final Actual  EBITDA  fails to exceed $34.3  million
(subject to the equitable  adjustments set forth in Section 3.2(c)  above),  JPE
shall pay a fee to Buyer, equal to fifty percent (50%) of the difference between
$34.3 million minus the Final Actual EBITDA;  provided,  however,  that such fee
shall in no event exceed $1,150,000.

     15.  Post-Closing  Covenants.  Until the third  anniversary  of the Closing
Date,  (a) JPE  shall  maintain  the  existing  provisions  of its  Articles  of
Incorporation  and Bylaws  regarding  the  indemnification  of the directors and
officers of JPE and (b) JPE shall obtain and maintain  directors'  and officers'
liability  insurance  covering  past  and  current  officers  and  directors  in
accordance with Schedule 15 to this Agreement.


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


                               ASC HOLDINGS LLC.,
                               a Michigan limited liability company

                               By:  /s/ David L. Treadwell
                                   ----------------------------------------
                               Name:    David L. Treadwell
                               Title:   President/CEO


                               KOJAIAN HOLDINGS LLC.,
                               a Michigan limited liability company

                               By:  /s/ David L. Treadwell
                                   ----------------------------------------
                               Name:    David L. Treadwell
                               Title:   Vice President


                               JPE, INC.,
                               a Michigan corporation

                               By:  /s/ Richard R. Chrysler
                                   ----------------------------------------
                               Name:    Richard R. Chrysler
                               Title:   President




                               /s/ Richard R. Chrysler
                               --------------------------------------------
                               Richard Chrysler,
                               for the sole purpose of agreeing to fully
                               cooperate with the JPE Companies in connection
                               with Sections 6.2(e) and 11.1(g) above.


                               /s/ Richard Eidswick
                               --------------------------------------------
                               Richard Eidswick,
                               for the sole purpose of agreeing to fully
                               cooperate with the JPE Companies in connection
                               with Sections 6.2(e) and 11.1(g) above.