August 10, 1998


JPE, Inc.
775 Technology Drive
Suite 200
Ann Arbor, Michigan 48108
Attention:        Mr. James J. Fahrner and Ms. Donna L. Bacon

RE:  FINANCING  ARRANGEMENTS  AMONG COMERICA  BANK,  NBD BANK,  NATIONAL BANK OF
     CANADA,  HARRIS  TRUST  AND  SAVINGS  BANK,  AND  BANK  ONE,  DAYTON,  N.A.
     (COLLECTIVELY,  THE  "BANKS"),  COMERICA  BANK,  AS  AGENT  FOR  THE  BANKS
     ("AGENT"), JPE, INC. ("COMPANY") AND ALLPARTS, INCORPORATED,  DAYTON PARTS,
     INC., SAC CORPORATION,  STARBOARD INDUSTRIES, INC., INDUSTRIAL & AUTOMOTIVE
     FASTENERS,  INC., PLASTIC TRIM, INC., BRAKE, AXLE AND TANDEM COMPANY CANADA
     INC. AND JPE FINISHING, INC. (COLLECTIVELY,  "GUARANTORS")

Dear Mr. Fahrner and Ms. Bacon:

All capitalized terms not defined in this letter agreement  ("Agreement")  shall
have the meanings  described in the Third Amended and Restated JPE, Inc.  Credit
Agreement  dated as of December 31, 1996 among Company,  Agent and the Banks, as
amended by Amendment No. 1 dated as of April 16, 1997,  Amendment No. 2 dated as
of June 30, 1997,  Amendment  No. 3 dated as of February 13, 1998 and  Amendment
No. 4 dated as of May 15, 1998. Please refer to the Loan Documents.

As of July 15, 1998, the Indebtedness includes:

             Loans
(aggregate amount of notes and date)          Principal              Interest
------------------------------------          ---------              --------

Revolving Credit ($110,000,000;            $103,381,288.80          $391,987.38
March 14, 1996

Letters of Credit                          $    109,904.11          NA

Swing Line ($5,000,000; March 14, 1996)    $  1,775,000.00          $  8,301.05

Line of Credit ($10,000,000;               $         -0-            $     -0-
Aprl 16, 1997

     Total                                 $105,266,192.91          $400,288.43

The amounts  identified above are exclusive of interest  accruing after July 15,
1998 and costs and expenses  (including,  but not limited to, inside and outside
counsel fees).

Company consultants, Conway, MacKenzie & Dunleavy, provided Agent and Banks with
amended  projections  on August 9, 1998.  Agent and Banks  have  relied on these
projections in formulating the offer of forbearance set forth below.

Company and  Guarantors  acknowledge  receipt of the letter from Agent and Banks
dated July 15, 1998 (the "July 15 Letter").

Subject to timely, written acceptance by Company and Guarantors of the following
terms  and   conditions,   Agent  and  Banks  are   willing  to  grant   certain
accommodations  and to  forbear  until  August  31,  1998,  subject  to  earlier
termination as provided below, from further action to collect the Indebtedness:

1.   Company and Guarantors  acknowledge  the  Indebtedness  as set forth in the
     Loan  Documents,  the amount of the  Indebtedness  as stated  above and the
     existence of the Events of Default identified in the July 15 Letter.

2.   Future  administration  of the Indebtedness and the financing  arrangements
     among Agent, Banks, Company and Guarantors shall continue to be governed by
     the  covenants,  terms  and  conditions  of the Loan  Documents,  which are
     incorporated  by  this  reference,  except  to the  extent  that  the  Loan
     Documents have been superseded,  amended,  modified or supplemented by this
     Agreement or are  inconsistent  with this  Agreement,  then this  Agreement
     shall govern.

3.   Company  and  Guarantors  acknowledge  that  Agent  and  Banks are under no
     obligation  to advance  funds or extend  credit to Company  and  Guarantors
     under the Credit Agreement or other Loan Documents, or otherwise.

4.   The Line of Credit Loan is  terminated;  no Requests for Advances under the
     Line of Credit Loan will be considered.

5.   Concurrently  with  execution  of this  Agreement,  Company must provide to
     Agent  the  written  agreement  of  General  Motors  Corporation,  Chrysler
     Corporation  and Ford  Motor  Company  to  expedite  payment  to Company of
     accounts according to the schedule attached as Exhibit A.

6.   Subject to maintaining an advisory  "Advance Formula" (defined below) equal
     to or greater than the aggregate of (a) Advances under the Revolving Credit
     and Swing Line and (b) the Letter of Credit Obligations, and provided there
     are no defaults under the terms of this Agreement,  and no further defaults
     under the Loan Documents, Banks may, in their sole discretion,  continue to
     advance to Company under the Revolving  Credit Loan, in accordance with the
     Loan  Documents,  as amended by this  Agreement,  through  August 28, 1998.
     Effective  immediately,  the maximum amount available (the "Cap") under the
     Revolving Credit Loan is $105,000,000.  Any payment, which under the Credit
     Agreement  would have reduced the Revolving  Credit  Aggregate  Commitment,
     shall reduce the Cap,  dollar for dollar.  The Cap is allocated among Banks
     as set forth on Exhibit B. The Advance Formula is equal to:

           (i) 85% of Eligible Accounts (as defined in Exhibit C), plus

          (ii) 50% of Eligible Inventory (as defined in Exhibit D), plus

         (iii) $26,815,000  on  account of fixed  assets  (plant,  property  and
               equipment)  of Company and  Guarantors  (subject to  reduction as
               described below), plus

          (iv) An overformula  amount of  $42,100,000  (subject to adjustment as
               described below).

     To the extent that  Eligible  Accounts are defined in Exhibit C in a manner
     inconsistent  with the computation of eligible accounts as of June 30, 1998
     by Conway, MacKenzie & Dunleavy, the definition used by Conway, MacKenzie &
     Dunleavy  shall  control,  subject to the  proviso  that  reliance  on such
     non-Eligible  Accounts  (category by category)  may not increase from their
     June 30, 1998 level. For example if Conway,  MacKenzie & Dunleavy  included
     foreign  accounts as eligible in its  computation as of June 30, 1998, then
     foreign accounts (which otherwise meet the definition of Eligible Accounts)
     may be included up to the dollar amount of such foreign accounts as of June
     30, 1998.

     The  overformula  amount  described  in  subparagraph  (iv) above  shall be
     adjusted  (up or down) by the change in  Eligible  Inventory  from June 30,
     1998 to July 31, 1998 as measured by the  physical  count taken on July 31,
     1998,  as  adjusted  to  August  6, 1998 on an  estimated  basis  (using an
     estimation method satisfactory to Agent).

     In the event  Company,  Guarantors,  or any of them,  desire to sell any of
     their assets outside of the ordinary  course of business,  such sales shall
     be subject to the prior  written  consent of Agent and Banks.  The proceeds
     from any such sales shall be paid to Banks and applied to the Indebtedness,
     which  proceeds  shall  reduce  permanently  the  $26,815,000  fixed  asset
     component of the advisory  Advance  Formula and the Cap, dollar for dollar.
     If the fixed asset component of the advisory  Advance Formula is reduced to
     zero, any additional proceeds shall then reduce permanently the overformula
     portion of the advisory Advance Formula and the Cap, dollar for dollar.

     In the event the aggregate of (a) Advances  under the Revolving  Credit and
     Swing  Line ad (b) the Letter of Credit  Obligations  exceeds  the  Advance
     Formula at any time, no Advances will be allowed.

     Each Request for Revolving Credit Advance or accounts receivable collection
     must be  accompanied  by an accounts  receivable  report with the inventory
     portion of that report  updated weekly on an estimated  basis,  in form and
     using an estimation  method  satisfactory  to Agent,  with a minimum of one
     report per week.

     Company  may include in  Eligible  Accounts  an estimate of those  accounts
     (which are  otherwise  Eligible  Accounts)  to be  generated on the day the
     report  is  submitted.  The  estimate  must be a good  faith,  conservative
     estimate  and the report  must be  adjusted  the  following  day to reflect
     actual Eligible Accounts which were estimated for the previous day.

7.   Concurrently  with execution of this Agreement,  Company shall executed ten
     amended and restated  Revolving  Credit  Notes-Demand  inform and substance
     satisfactory  to Agent and Banks.  The Notes shall reflect the total amount
     available under the Revolving Credit (i.e., $105,000,000),  with a separate
     Note  to  each  Bank  representing  the  total  overformula  amount  (i.e.,
     $42,100,000).

8.   Company and Guarantors shall at their sole expense  establish and maintain,
     a United States post office box(es) (the "Lock Box"),  to which Agent shall
     have exclusive  access,  and to which Company and Guarantors  shall have no
     access.  Company  and  Guarantors  expressly  authorize  Agent from time to
     times,  to remove  all  contents  from the Lock  Box,  for  disposition  in
     accordance with this Agreement.  Company and Guarantors agree to notify all
     account  debtors  and other  parties  obligated  to them  (except for those
     "after-market"  customers who are  currently  remitting all payments to the
     Lock  Box)  that  all  payments  made  on any  account,  invoice  or  other
     collateral (other than payments by electronic funds) shall be remitted, for
     the  credit of Agent to the Lock Box,  and  Company  and  Guarantors  shall
     include a like statement on all invoices. Payments made by electronic funds
     transfer  shall be made directly to the Cash  Collateral  Account  (defined
     below),  and Company and Guarantors shall so instruct their account debtors
     and other parties  obligated to them.  Company and Guarantors shall execute
     all documents,  authorizations and other agreements  necessary to establish
     the Lock Box, and Agent's exclusive access.

     Any and all cash,  checks,  drafts and other instruments for the payment of
     money  received by Company and  Guarantors  at any time, in full or partial
     payment  of  any  of the  Collateral  shall  forthwith,  upon  receipt,  be
     transmitted and delivered to Agent (properly endorsed,  where required,  so
     that such items may be  collected  by Agent).  Any such items  received  by
     Company  and  Guarantors  shall not be  commingled  with any other funds or
     property of Company and  Guarantors,  but will be held  separate  and apart
     from their own funds or property, and upon express trust for the benefit of
     Agent  until  delivery  is made to Agent.  Notwithstanding  the  foregoing,
     Brake, Axle and Tandem Company Canada Inc. ("BATCO"), may maintain not more
     than  $150,000  (Canadian)  in its account at CIBC  Westgate  in  Edmonton,
     Albert.  In the event  that  account  has a balance  of more than  $150,000
     (Canadian) at any time, the excess shall be transmitted to Agent under this
     paragraph.

     All  items or  amounts  which  are  remitted  to the Lock Box or  otherwise
     delivered  by or for the  benefit of  Company  and  Guarantors  to Agent on
     account of partial or full  payment of, or any amount  payable with respect
     to, any of the Collateral  shall, at Agent's option,  (i) be applied to the
     payment of the  Revolving  Credit  Loan and then such  other  Indebtedness,
     whether  then  due or not,  in such  order  of  application  as  Agent  may
     determine in its sole  discretion,  or (I) shall be deposited to the credit
     of a non-interest  bearing deposit  account(s) in the name of Agent for the
     benefit of Company and  Guarantors  (the "Cash  Collateral  Account") to be
     established   under  this  paragraph,   as  security  for  payment  of  the
     Indebtedness.  Company and  Guarantors  shall have no right  whatsoever  to
     withdraw any funds so deposited.  Company and  Guarantors  further grant to
     Agent a first security interest in and lien on all funds on deposit in such
     account.  Company and Guarantors  hereby  irrevocably  authorize and direct
     Agent to endorse  all items  received  for  deposit to the Cash  Collateral
     Account,  notwithstanding  the  inclusion on any such item of a restrictive
     notation, e.g., "paid in full", "balance of account", or other restriction.

     The  parties  agree  that,  in the  event of a  bankruptcy  of  Company  or
     Guarantors,  proceeds of accounts receivable and other assets of the debtor
     that  had  not  been  applied  prior  to  the  bankruptcy  would  be  "cash
     collateral"  under 11 UCS ss.363 and that Agent and Banks and  Company  and
     Guarantors reserve all of their respective rights under the Bankruptcy Code
     with respect to that cash collateral.

     Company and Guarantors agree that Agent shall not be liable for any loss or
     damage which they suffer or may suffer as a result of Agent's processing of
     items or its exercise of any other rights or remedies under this Agreement,
     except for loss or damage arising  solely out of Agent's gross  negligence.
     In  no  case  shall  Agent  have   liability  for   indirect,   special  or
     consequential damages, loss of revenues or profits, or any claim, demand or
     action  by any  third  party  arising  out  of or in  connection  with  the
     processing  of  items or the  exercise  of any  other  rights  or  remedies
     hereunder.

9.   The  definition  of  "Prime-based  Rate" set forth in  Section  1.86 of the
     Credit  Agreement  is  amended  to read  effective  as of  July 1,  1998 as
     follows:

          "1.86  `Prime-based Rate' shall mean, for any day, with respect to all
     Advances,  the sum of two percent  (2.0%) plus the greater of (A) the Prime
     Rate or (B) the Alternate Base Rate."

     This  paragraph  controls  over the  statement  in the July 15 Letter  that
     interest would accrue at the default rate.

     Upon the  occurrence of a default under the terms of this  Agreement or any
     further  defaults under the Loan  Documents,  then the  Indebtedness  shall
     accrue interest at the rate otherwise provided in this paragraph plus three
     percentage points (3%).

10.  On or  before  August  14,  1998  Company  and  their  consultants  Conway,
     MacKenzie  &  Dunleavy  shall  deliver  to the Agent  and Banks a  detailed
     business plan for the period through December 31, 1999.

11.  Banks  will  have  the  right  to  assign  their   interests  to  "Eligible
     Assignees."  "Eligible  Assignees"  shall include (a) a commercial  bank or
     savings   and  loan   association   having   total   assets  in  excess  of
     $5,000,000,000; (b) a finance company, insurance company or other financial
     institution  or  fund,  in each  case  acceptable  to  Agent,  which in the
     ordinary  course of  business  extends  credit of the type  similar to that
     extended  to Company  and has total  assets in excess of  $500,000,000  and
     whose becoming an assignee  would not  constitute a prohibited  transaction
     under  Section 4975 of ERISA.  Each Bank is  authorized  to disclose to any
     prospective  assignee,  once approved by Agent (if  required),  any and all
     financial  information in such Bank's possession  concerning  Company which
     has been  delivered  t such Bank  under the Credit  Agreement.  Assignments
     shall meet the requirements of Section 14.9 of the Credit Agreement.

12.  Company will not increase its  investment in JPE Canada in violation of the
     existing covenant by intercompany advances,  payment of its guaranty of the
     JPE Canada Facility (identified in Section 9.5(g) of the Credit Agreement),
     or otherwise.

13.  Company and Conway  MacKenzie  & Dunleavy  must sign and deliver the letter
     attached as Exhibit E  concurrently  with  execution  of this  Agreement by
     Company and Guarantors.

14.  Comerica  Bank  provides  certain cash  management  services to Company and
     Guarantors, including controlled disbursement accounts and arrangements for
     electronic funds transfers and paperless entries.  By letter dated July 15,
     1998,  Comerica Bank has notified Company and Guarantors of the termination
     of those services  effective as of the  termination  date identified in the
     notification   letter.   Company  and  Guarantors   acknowledge   that  the
     notification  letter is within Comerica Bank's rights and that,  absent any
     accommodation  from Comerica Bank, the  termination of those services would
     be fully effective as of the stated termination date.  Notwithstanding  the
     foregoing,  Comerica Bank agrees to extend the  termination  date to August
     31, 1998 on the following conditions which are effective  immediately:  (a)
     ACH transfers must be prefunded; and (b) controlled disbursement will be on
     a "standard", not "guaranteed" basis.

15.  Company and Guarantors  acknowledge and agree the Loan Documents  presently
     provide for and they shall  reimburse for any and all costs and expenses of
     Agent and Banks,  including,  but not limited to, all counsel fees of Agent
     and Banks,  whether in relation to drafting,  negotiating or enforcement or
     defense of the Loan Documents or this  Agreement,  including any preference
     or  disgorgement  actions as defined in this  Agreement  and all of Agent's
     audit fees, incurred by Agent or Banks in connection with the Indebtedness,
     administration of the Indebtedness and/or any efforts to collect or satisfy
     all or any part of the Indebtedness.  Company and Guarantors  further agree
     to indemnify  and hold Agent and Banks  harmless  from and against all such
     third  party  claims,  demands or  actions,  including  without  limitation
     litigation costs and reasonable attorney fees. Company and Guarantors shall
     immediately  reimburse  Agent and Banks for all of their costs and expenses
     upon demand.

16.  Interest and principal  payments on the Indebtedness,  loan  administration
     expenses,  including,  but not limited  to, all inside and outside  counsel
     fees of Agent and Banks and Agent's audit fees, may be charged  directly to
     Company's bank accounts  maintained with Agent.  Company may raise an issue
     regarding  the  reasonableness  of counsel fees within  fifteen days of its
     receipt of a summary statement of the fees.

17.  Company and Guarantors  will maintain all  commercial  accounts with Agent,
     except that BATCO may  maintain  its account at CIBC  Westgate in Edmonton,
     Alberta.

18.  In  addition to all  reporting  currently  required by the Loan  Documents,
     Company shall provide  Agent and Banks:  (a) a summary of accounts  payable
     and accounts  receivable  of Company and  Guarantors  as of the last day of
     each month showing which accounts payable and accounts receivable are up to
     30,  31 to 60,  61 to 90,  and 91 days or more  past the  invoice  date and
     listing  the names and  addresses  of  creditors  and account  debtors,  as
     applicable, which summaries are due by the 10th of the following month; (b)
     on Wednesday  of each week  commencing  August 12, 1998 a report  comparing
     actual  performance  to the  August 9, 1998  Conway  MacKenzie  &  Dunleavy
     projections  (the  report  shall be in the same  detail  and  format as the
     projections  and shall cover the prior week and the month through the prior
     week);  (c) daily  Company's cash balance  report;  and (d) other reporting
     reasonably requested by Agent..

19.  Company and Guarantors  acknowledge and agree the Loan Documents  presently
     provide  and  they  shall  permit   Agent  to  conduct   such   appraisals,
     inspections,    surveys   and/or   testing,   whether   for   environmental
     contamination or otherwise, that Agent deems necessary, on any and all real
     property upon which Agent may possess a mortgage securing the Indebtedness,
     and the cost of such appraisals,  inspections, surveys and testing are part
     of the  costs  and  expenses  for which the  Company  and  Guarantors  must
     reimburse Agent.

20.  Company and  Guarantors  hereby  represent and warrant that (a)  execution,
     delivery and  performance  of this  Agreement  and any other  documents and
     instruments  required under this Agreement are not in  contravention of law
     or the terms of any agreement by which Company and Guarantors or any one of
     them  is  bound,  and  do  not  require  the  consent  or  approval  of any
     governmental body,  agency, or authority,  and this Agreement and any other
     documents and instruments required under this Agreement,  will be valid and
     binding in accordance with their terms; (b) the continuing  representations
     and  warranties of Company and  Guarantors  set forth in Loan Documents are
     true and  correct  on and as of the date  hereof  with the same  force  and
     effect as if made on and as of the date hereof; and (c) no default or Event
     or Default,  or condition or event which,  with the giving of notice or the
     running of time,  or both,  would  constitute an Event of Default under the
     Credit  Agreement,  has  occurred and is  continuing  as of the date hereof
     other than as specified in this Agreement.

21.  To the  extent  any  payment  received  by Agent  or any  Bank is  deemed a
     preference,  fraudulent  transfer  or  otherwise  by a court  of  competent
     jurisdiction  which requires Agent or Banks to disgorge such payment,  then
     such  payment will be deemed to have never  occurred  and the  Indebtedness
     will be adjusted accordingly.

22.  This Agreement shall be governed and controlled in all respects by the laws
     of  the  State  of  Michigan,  without  reference  to its  conflict  of law
     provisions,   including   interpretation,   enforceability,   validity  and
     construction.

23.  Agent and Banks  expressly  reserve the right to exercise any or all rights
     and remedies provided under the Loan Documents and applicable law except as
     modified  in this  Agreement.  The  failure  of Agent or Banks to  exercise
     immediately  such rights and remedies shall not be construed as a waiver or
     modification of those rights or an offer of forbearance.

24.  This  Agreement  will  inure to the  benefit of (a) Agent and Banks and all
     their  past,   present  and  future  parents,   subsidiaries,   affiliates,
     predecessors and successor  corporations and all of their  subsidiaries and
     affiliates, and any Eligible Assignee, and (b) Company and Guarantors.

25.  COMPANY,  GUARANTORS,  AGENT AND BANKS ACKNOWLEDGE AND AGREE THAT THE RIGHT
     TO TRIAL BY JURY IS A CONSTITUTIONAL  ONE, BUT THAT IT MAY BE WAIVED.  EACH
     PARTY,  AFTER  CONSULTING  (OR HAVING HAD THE  OPPORTUNITY TO CONSULT) WITH
     COUNSEL OF THEIR CHOICE,  KNOWINGLY AND  VOLUNTARILY,  AND FOR THEIR MUTUAL
     BENEFIT  WAIVES  ANY  RIGHT  TO TRIAL  BY JURY IN THE  EVENT OF  LITIGATION
     REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
     AGREEMENT, THE LOAN DOCUMENTS OR THE INDEBTEDNESS.

26.  COMPANY AND GUARANTORS,  IN EVERY CAPACITY,  INCLUDING, BUT NOT LIMITED TO,
     AS SHAREHOLDERS,  PARTNERS, OFFICERS, DIRECTORS, INVESTORS AND/OR CREDITORS
     OF COMPANY  AND/OR  GUARANTORS,  OR ANY ONE OR MORE OF THEM,  HEREBY WAIVE,
     DISCHARGE AND FOREVER RELEASE AGENT, BANKS, AND THEIR EMPLOYEES,  OFFICERS,
     DIRECTORS, ATTORNEYS,  STOCKHOLDERS AND SUCCESSORS AND ASSIGNS, FROM AND OF
     ANY AND ALL CLAIMS, CAUSES OF ACTION,  DEFENSES,  COUNTERCLAIMS OR OFFSETS,
     AND/OR ALLEGATIONS COMPANY AND/OR GUARANTORS MAY HAVE, OR MAY HAVE MADE, OR
     ARE  BASED N FACTS OR  CIRCUMSTANCES  ARISING,  AT ANY TIME UP  THROGH  AND
     INCLUDING THE DATE OF THIS  AGREEMENT,  WHETHER  KNOWN OR UNKNOWN,  AGAINST
     ANYOR ALL OF AGENT, BANKS, THEIR EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,
     STOCKHOLDERS AND SUCCESSORS AND ASSIGNS.

27.  Company and  Guarantors  shall  properly  execute this  Agreement  and hand
     deliver  same to the  undersigned  by no later than 5:00 p.m. on August 10,
     1998.

Agent and Banks reserve the right to terminate their forbearance prior to August
31, 1998 in the event of any new  defaults  under the Loan  Documents,  defaults
under this  Agreement,  in the event of further  deterioration  in the financial
condition of Company or Guarantors or further  deterioration  in Agent or Banks'
collateral  position,  and/or  in the  event  Agent or  Banks,  for any  reason,
believes that the prospect of payment or performance is impaired.

Very truly yours,

COMERICA BANK, Agent


By:  /s/ Cynthia B. Jones
     -----------------------
     Cynthia B. Jones

Its: Vice President
Special Assets Group
P.O. Box 75000
Detroit, Michigan 48275-3205
(313) 222-3780
(313) 222-5706 Fax

cc:  Allparts, Incorporated
     Dayton  Parts, Inc.
     SAC Corporation 
     Starboard Industries, Inc.
     Industrial & Automotive Fasteners, Inc.
     Plastic Trim, Inc.
     Brake, Axle and Tandem Company Canada Inc.
     JPE Finishing, Inc.


COMERICA BANK                                NBD BANK

By:  /s/ Cynthia B. Jones                    By:  /s/ Robert J. Izzo
     ------------------------                     ------------------------
Its: Vice President                          Its: Vice President


NATIONAL BANK OF CANADA                      HARRIS TRUST and SAVINGS BANK

By:  /s/ Duane K. Bedard                     By:  /s/ Diane Williams
     ------------------------                     ------------------------
Its: Vice President                          Its: Sr. Vice President

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


BANK ONE, DAYTON, N.A.

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



ACKNOWLEDGED AND AGREED:

JPE, INC.                                    SAC CORPORATION

By:  /s/ Donna L. Bacon                      By:  /s/ Donna L. Bacon
     -------------------------                    ------------------------
Its: President                               Its: Vice President

Date: 8/12/98                                Date: 8/12/98


ALLPARTS, INCORPORATED                       STARBOARD INDUSTRIES, INC.

By:  /s/ Donna L. Bacon                      By:  /s/ Donna L. Bacon
     -------------------------                    ------------------------
Its: Vice President                          Its: Vice President

Date: 8/12/98                                Date: 8/12/98


DAYTON PARTS, INC.                           INDUSTRIAL & AUTOMOTIVE
                                               FASTENERS, INC.

By:  /s/ Donna L. Bacon                      By:  /s/ Donna L. Bacon
     -------------------------                    ------------------------
Its: Vice President                          Its: Vice President

Date: 8/12/98                                Date: 8/12/98


PLASTIC TRIM, INC.                           BRAKE, AXLE AND TANDEM
                                               COMPANY CANADA INC.

By:  /s/ Donna L. Bacon                      By:  /s/ Donna L. Bacon
     -------------------------                    ------------------------
Its: Vice President                          Its: Vice President

Date: 8/12/98                                Date: 8/12/98


JPE FINISHING, INC.

By:  /s/ Donna L. Bacon
     -------------------------
Its: Vice President

Date: 8/12/98