AMENDED AND RESTATED
                              TERMINATION AGREEMENT
                          AND RELEASE OF ALL LIABILITY


     This  Amended  and  Restated  Termination  Agreement  and  Release  of  all
Liability  (this  "Agreement")  is made as of May 27,  1999  between (i) Richard
Eidswick  ("Eidswick")  and (ii) JPE, Inc., a Michigan  corporation.  As used in
this   agreement,   "JPE"  means  JPE,  Inc.,  its   predecessors,   successors,
Subsidiaries, Divested Subsidiaries,  assigns, parents, subsidiaries,  divisions
and/or affiliates (whether incorporated or unincorporated),  and all of the past
and present  directors,  officers,  trustees,  consultants  and agents (in their
individual and representative capacities) of each and any and all persons acting
by, through,  or in concert with any of them. All capitalized  terms not defined
in this Agreement shall have the meanings given them in the Investment Agreement
dated April 28,  1999 among JPE,  Inc.,  ASC  Holdings  LLC, a Michigan  limited
liability  company,  and Kojaian Holdings LLC, a Michigan limited liability (the
"Investment  Agreement").  This Agreement is being delivered pursuant to Section
6.2(e) of the Investment Agreement.

                                    RECITALS

     A. Eidswick has provided various  consulting  services to JPE pursuant to a
consulting  agreement dated November 9, 1998 between Eidswick and JPE, Inc. (the
"Consulting  Agreement").  In addition.  Eidswick and JPE are parties to a Stock
Option Agreement dated November 9, 1998 (the "Stock Option  Agreement") by which
Eidswick was granted the option to purchase  50,000  Common Shares under certain
circumstances (whether or not currently exercisable, the "Options").

     B. As of the date of this  Agreement,  JPE closed the Investment  Agreement
that  required,  as  a  condition  precedent,   the  delivery  of  an  agreement
terminating the Consulting Agreement, the Stock Option Agreement and the Options
while  releasing  JPE from any  prior  and  future  liabilities  regarding  such
Consulting  Agreement,  the Stock  Option  Agreement  and the  Options.  Each of
Eidswick and JPE agreed that JPE's  Closing of the  Investment  Agreement was in
the mutual best  interests  of JPE and  Eidswick.  Accordingly,  each of JPE and
Eidswick,  pursuant  to  the  Investment  Agreement,  agreed  to  terminate  the
Consulting  Agreement,  the Stock Option Agreement and the Options pursuant to a
Termination  Agreement  and  Release of All  Liability  dated May 27,  1999 (the
"Original Agreement"). The parties have agreed to amend and restate the Original
Agreement, effective as of the date of this Agreement, on the terms set forth in
this Agreement.

     C. In  consideration  of the foregoing and for the  consideration  provided
below,  Eidswick  has  agreed to release  JPE from any  liability  to  Eidswick,
including any liability arising as a result of the termination of the Consulting
Agreement, the Stock Option Agreement and the Options.

     Therefore, Eidswick and JPE agree as follows:

     1. Eidswick and JPE hereby render null and void the  Consulting  Agreement,
the Stock Option Agreement and the Options (the "Termination").

     2. As Eidswick's  sole and exclusive  consideration,  payments and benefits
with respect to the  Termination  (a) subject to the terms and conditions of the
Investment  Agreement,  JPE shall consummate the Transaction,  and (b) JPE shall
pay Eidswick $28,500.00, which he acknowledges is sufficient consideration.

     3. For the consideration described in this Agreement, Eidswick hereby fully
and forever  releases,  acquits  and  discharges  JPE from all suits,  claims or
actions, or any pending actions,  claims or suits, in law or in equity,  against
JPE on account of the  Termination  or any other  consulting  related  action or
cause of action based upon any facts  existing on or prior to the Closing  Date,
whether known or unknown, including all claims for wrongful discharge, breach of
contract,  violation of the penal statutes,  negligence of any kind, intentional
infliction of emotional distress, defamation and/or discrimination on account of
sex, age, race, disability, religion or nationality which has or could have been
alleged under any Law, including: Title VII of the Civil Rights Act of 1964; the
Age  Discrimination in Employment Act; the Rehabilitation Act of 1973; the Older
Workers Benefit  Protection Act; the Americans With Disabilities Act; the Family
and Medical Leave Act of 1993; and all analogous  Michigan  Laws,  including the
Elliot-Larsen  Civil  Rights  Act;  and  any and  all  amendments  to any of the
foregoing.  Eidswick  is  completely  able  to  perform  the  duties  under  the
Consulting  Agreement,  and has no  disability  recognized  under  the  Workers'
Compensation Act or otherwise.

     4.  Except for  actions or suits  based upon  breaches of the terms of this
Agreement,  Eidswick  hereby shall fully and forever refrain from commencing any
suits, claims or actions,  or prosecuting any pending actions,  claims or suits,
in law or in equity,  against  JPE on account  of the  Termination  or any other
consulting related action or cause of action based upon any facts existing on or
prior to the Closing Date,  whether  known or unknown,  including all claims for
wrongful  discharge,  breach  of  contract,  violation  of the  penal  statutes,
negligence of any kind, intentional infliction of emotional distress, defamation
and/or  discrimination  on account of sex, age,  race,  handicap or  nationality
which has or could have been alleged under any Law, including:  Title VII of the
Civil  Rights  Act of  1964;  the Age  Discrimination  in  Employment  Act;  the
Rehabilitation  Act of 1973;  the Older  Workers  Benefit  Protection  Act;  the
Americans With  Disabilities  Act; the Family and Medical Leave Act of 1993; and
all analogous  Michigan Laws including the  Elliot-Larsen  Civil Rights Act; and
any and all amendments to any of the foregoing.

     5. Eidswick shall maintain for all time as  confidential,  all Confidential
and Proprietary Information of JPE (as defined in the Employment Agreement).

     6. To the fullest extent permitted by Law,  Eidswick shall not assist,  aid
or communicate with, either orally or in writing, in any manner whatsoever,  any
other person,  corporation,  firm,  partnership or other entity, in or about any
action,  cause of action,  suit, claim,  proceeding,  litigation or other matter
against JPE unless required by lawfully issued subpoena power or court order. In
the event  Eidswick  is served  with a subpoena or is required by court order to
testify in any type of proceeding  involving  JPE,  Eidswick  shall  immediately
notify JPE by providing  written  notice within three (3) days in the manner and
to the addresses for ASC,  Kojaian and JPE set forth for the delivery of notices
in the Investment Agreement;  provided, however,  notwithstanding the foregoing,
that  nothing  in this  paragraph  6 shall  preclude  Eidswick  from  (a)  fully
complying with and fulfilling  his duties and  obligations  under Section 3.3 of
the Investment  Agreement or (b)  participating  in any judgment,  settlement or
award granted to members of a class action  lawsuit by or for the benefit of the
shareholders of JPE, Inc. provided that Eidswick otherwise  participates in such
lawsuit solely as a passive member of such class.

     7. This  Agreement,  which shall be effective and  irrevocable  immediately
upon the time limits described herein, reflects the entire agreement of Eidswick
and JPE relative to the subject  matter hereof (i.e.,  regarding his options and
consulting)  and  supersedes  any  previous  employment,  consulting  or similar
agreement  and other prior or  contemporaneous  oral or written  understandings,
statements, representations or promises, including the Original Agreement.

     8.  Nothing  in this  Agreement  shall  be  construed  as an  admission  of
liability by JPE of any wrongdoing and all liability is hereby  expressly denied
by JPE.

     9. Arbitration.

     (a) The  arbitration  procedure set forth in this  paragraph 9 shall be the
sole and exclusive  method for resolving and remedying  monetary  claims arising
out of disputes regarding this Agreement (the "Disputes"); provided that nothing
in this  paragraph  9 shall  prohibit a party  from  instituting  litigation  to
enforce  any Final  Determination  (as  defined  below) or to obtain  injunctive
relief.  Except as otherwise  provided in this  paragraph 9 or in the Commercial
Arbitration  Rules of the American  Arbitration  Association as in effect at the
pertinent time, the arbitration procedures and any Final Determination hereunder
shall be governed by, and shall be enforced pursuant to, the Uniform Arbitration
Act.

     (b) In the event that either  party  asserts  that there  exists a Dispute,
such party  shall  deliver a written  notice to the other party  specifying  the
nature of the  asserted  Dispute and  requesting a meeting to attempt to resolve
the same. If no such  resolution is reached  within ten (10) business days after
such delivery of such notice,  the party  delivering such notice of Dispute (the
"Disputing  Person") may, within forty-five (45) business days after delivery of
such notice,  commence  arbitration by delivering to the other party a notice of
arbitration  (a "Notice  of  Arbitration").  Such  Notice of  Arbitration  shall
specify  the  matters  as to which  arbitration  is  sought,  the  nature of any
Dispute,  the claims of the party and shall specify the amount and nature of any
damages,  if any,  sought to be recovered as a result of any alleged claim,  and
any other matters required by the Commercial  Arbitration  Rules of the American
Arbitration  Association  as in  effect  at the  pertinent  time to be  included
therein, if any.

     (c)(i) The parties  shall in good faith select one  arbitrator to arbitrate
the dispute who shall resolve the dispute  according to the procedures set forth
in this paragraph 9.

     (c)(ii) If the parties are unable to agree upon an  arbitrator  pursuant to
paragraph  9(c)(i)  within  fifteen (15)  business  days,  then each party shall
select one  arbitrator  within the next fifteen (15) business days. In the event
that either party fails to select an  arbitrator  as provided in this  paragraph
9(c)(ii),  then the matter shall be resolved by the  arbitrator  selected by the
other party. If each party chooses an arbitrator,  then those  arbitrators shall
select a third  independent,  neutral arbitrator expert in the subject matter of
the dispute,  and the three  arbitrators  so selected  shall  resolve the matter
according to the procedures  set forth in this  paragraph 9. If the  arbitrators
selected by the parties are unable to agree on a third arbitrator within fifteen
(15)  business  days,  after  their  selection,  the third  arbitrator  shall be
selected by the President of the American Arbitration Association.

     (d) The arbitration  shall be conducted in Ann Arbor,  Michigan,  under the
Commercial  Arbitration  Rules of the  American  Arbitration  Association  as in
effect from time to time,  except as modified  by the written  agreement  of the
parties,  to this Agreement.  The arbitrator(s) shall so conduct the arbitration
that a final result,  determination,  finding, judgment and/or award (the "Final
Determination")  shall be made or  rendered  as soon as  practicable,  but in no
event  later than one  hundred  (100)  business  days after the  delivery of the
Notice of Arbitration nor later than ten (10) business days following completion
of the arbitration.  The Final  Determination  must be agreed upon and signed by
the sole arbitrator or by at least two of the three arbitrators (as applicable).
The Final  Determination  shall be final and  binding on all  parties  and there
shall be no appeal from or reexamination of the Final Determination,  except for
fraud,  perjury,  or misconduct by an arbitrator  prejudicing  the rights of any
party and to correct manifest  clerical errors.  The prevailing party or parties
shall be entitled to Fees and Costs.

     (e) Judgment may be entered  upon the Final  Determination  by any court of
competent jurisdiction.

     (f) Notwithstanding anything to the contrary in this Agreement, any dispute
with  respect to  Eidswick's  actions  (or  inaction)  under  Section 3.3 of the
Investment  Agreement  shall not be subject to the  arbitration  requirements of
this Section 9.

     10. If any provision of this  Agreement is deemed  invalid or illegal,  all
other provisions shall remain in full force and effect.

     11. This  Agreement  shall be construed in accordance  with and governed by
the Laws of the State of Michigan.

                           /s/ Richard P. Eidswick
                           ------------------------------------

                           JPE, Inc.,
                           a Michigan corporation

                           By:   /s/ David L. Treadwell
                           ------------------------------------
                                    David L. Treadwell, Chairman