AMENDMENT NO. 4
                                       TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT
                                       AND
                                 LIMITED WAIVER


     THIS  AMENDMENT  AND LIMITED  WAIVER dated as of May 15, 1998, by and among
JPE, Inc., a Michigan corporation  ("Company"),  the undersigned Banks ("Banks")
and Comerica Bank, as agent for the Banks (in such capacity "Agent").

                                R E C I T A L S:

     A.  Company,  Banks and Agent  entered into that certain  Third Amended and
Restated Credit  Agreement dated as of December 31, 1996, as previously  amended
by Amendment No. 1 dated as of April 16, 1997,  Amendment No. 2 dated as of June
30, 1997 and  Amendment  No. 3 dated as of February  13, 1998 (as  amended,  the
"Agreement").

     B. Under  Section 8.4 of the  Agreement,  Company is required to maintain a
Funded Debt to EBITDA  Ratio of not more than 5.65 to 1.0 as of March 31,  1998.
Company has advised the Agent and the Banks that Company's Funded Debt to EBITDA
Ratio exceeds 5.65 to 1.0 as of March 31, 1998.

     C. Under  Section 8.5 of the  Agreement,  Company is required to maintain a
Fixed Charge  Coverage  Ratio of not less than 1.05 to 1.0 as of March 31, 1998.
Company has advised the Agent and the Banks that Company's Fixed Charge Coverage
Ratio is less than 1.05 to 1.0 as of March 31, 1998.

     D. Under Section 9.4 of the Agreement, Company and its Subsidiaries may not
guarantee,  endorse or become  otherwise  liable for the  obligations of others,
except by  endorsement  of cash  items for  deposit  in the  ordinary  course of
business,  the Guaranty and the guaranty by Company of JPE Canada's  obligations
to Bank of Nova Scotia  under a working  capital  credit  facility  ("JPE Canada
Facility")  which  facility shall not exceed Two Million  Canadian  Dollars (CDN
$2,000,000) and which shall mature no later than December 31, 1997.  Company has
advised  Agent and Banks that the maturity  date of the JPE Canada  Facility has
been extended  beyond  December 31, 1997,  that the JPE Canada Facility has been
accelerated and that Company remains  obligated to Bank of Nova Scotia under its
guaranty.

     E. Under  Section  9.9(i) of the  Agreement,  Company's  Investment  in JPE
Canada shall not exceed Ten Million  Canadian  Dollars (CDN  $10,000,000) in the
aggregate at any time.  Company has advised  Agent and the Banks that  Company's
Investment  in JPE  Canada as of March 31,  1998,  is CDN  $10,000,000.  Company
acknowledges  that any payment  under its  guaranty  of the JPE Canada  Facility
would  increase its  Investment in JPE Canada above the cap set forth in Section
9.9 (i).

     F. Company and Guarantors have requested that the Banks waive the Events of
Default  under the  Agreement  which  result  from the  failure  to comply  with
Sections 8.4, 8.5 and 9.4 of the Agreement as set forth above.

     Banks  agree  to do so,  subject  to  the  terms  and  conditions  of  this
Amendment.

     The parties agree as follows:

     1. Company acknowledges that each of the matters set forth in Recitals B, C
and D is an Event of Default and further acknowledges that there is no provision
under the Agreement for the giving of notice  and/or an  opportunity  to cure in
respect of those Events of Default.

     2.  Subject  to the terms and  conditions  of this  Agreement  and  Limited
Waiver,  the Banks hereby waive the Events of Default under the Agreement  which
result from  Company's  failure to comply with  Sections 8.4, 8.5 and 9.4 of the
Agreement as stated  above,  provided,  however,  the limited  waivers set forth
herein shall expire and be of no further force and effect on June 30, 1998,  and
Banks may  thereafter  exercise any right or remedy on account of such Events of
Default,  unless the limited  waivers are  extended in writing by Banks in their
sole discretion.

     3.  Company  acknowledges  that any  additional  Investment  in JPE  Canada
without  the prior  written  consent  of all of the  Banks  would be an Event of
Default under the Agreement from a failure to comply with Section 9.9 (i) of the
Agreement  and that such  Event of Default  would not be covered by the  limited
waivers set forth in paragraph 2 above.

     4.  Notwithstanding  the  limited  waivers  set forth  herein,  at any time
hereafter and without notice to Company,  Banks may exercise any or all of their
rights under Section 10.7 of the Agreement.

     5. The limited  waivers  set forth  above shall not be deemed to  otherwise
amend or  alter  in any  respect  the  terms  and  conditions  of the  Agreement
(including without limitation,  all conditions and requirements for advances and
any financial covenants), the Notes or any of the other Loan Documents nor shall
the limited  waivers set forth above  constitute a waiver or release by Agent or
any of the Banks of any right,  remedy,  Default  or Event of Default  under the
Credit Agreement, the Notes or any of the other Loan Documents. Furthermore, the
limited  waivers set forth above shall not affect in any manner  whatsoever  any
right  or  remedies  of  the  Banks  (or  Agent)  with   respect  to  any  other
noncompliance by JPE with the Agreement or the other Loan Documents,  whether in
the nature of a Default or Event of Default  and  whether  now in  existence  or
subsequently arising.

     6. The definition of "Revolving  Credit Aggregate  Commitment" set forth in
Section 1.95 of the Agreement is amended to read as follows:

          "1.95 `Resolving Credit Aggregate Commitment' initially shall mean One
     Hundred  Seven Million One Hundred  Eighty One Thousand Two Hundred  Eighty
     Eight  and  80/100  Dollars  ($107,181,288.80),  subject  to  reduction  or
     termination  under  Section  2.8,  10.2 or 11.2  hereof.  On June 30, 1998,
     `Revolving Credit Aggregate  Commitment'  automatically shall be reduced to
     Sixty Four Million One Hundred  Sixty Six Thousand Six Hundred  Sixty Seven
     Dollars  ($64,166,667),  subject to further  reduction under Section 2.8 or
     11.2 hereof or termination under Section 10.2 hereof."

     7. The  definition of "Line of Credit  Aggregate  Commitment"  set forth in
Section 1.109 of the Agreement is amended to read as follows:

          "1.109 `Line of Credit Aggregate Commitment' initially shall mean Nine
     Million Seven Hundred Forty Three  Thousand Seven Hundred Eleven and 25/100
     Dollars ($9,743,711.25),  subject to reduction or termination under Section
     2.A.6,  10.2 or 11.2 hereof.  On June 30, 1998,  `Line of Credit  Aggregate
     Commitment'  automatically  shall be reduced to Five Million  Eight Hundred
     Thirty Three  Thousand  Three Hundred  Thirty Three  Dollars  ($5,833,333),
     subject  to  further  reduction  under  Section  2.A.6  or 11.2  hereof  or
     termination under Section 10.2 hereof."

     8. Section 8.24 of the  Agreement is deleted;  provided,  however,  Company
ratifies and confirms its  obligations  to reduce the  Indebtedness  on June 30,
1998, in accordance with the provisions of Section 8.23 of the Agreement.

     9. Except as expressly modified hereby, none of the amendments set forth in
paragraphs 4, 5 and 6 above shall be deemed to amend or alter in any respect the
terms  and  conditions  of the  Agreement  (including  without  limitation,  all
conditions and requirements for advances and any financial covenants), the Notes
or any of the  other  Loan  Documents  nor  shall  the  amendments  set forth in
paragraphs  4, 5 and 6 above  constitute  a waiver or release by Agent or any of
the Banks of any right,  remedy,  Default  or Event of Default  under the Credit
Agreement,  the  Notes or any of the  other  Loan  Documents.  Furthermore,  the
amendments  set forth in  paragraphs  4, 5 and 6 above  shall not  affect in any
manner  whatsoever any right or remedies of the Banks (or Agent) with respect to
any noncompliance by JPE with the Agreement or the other Loan Documents, whether
in the nature of a Default or Event of Default and whether now in  existence  or
subsequently arising.

     10.  Company  acknowledges  that  under  the  terms of  Section  8.8 of the
Agreement,  banks  may  conduct  from  time to time,  among  other  inspections,
collateral audits.  Company acknowledges that Banks intend to commence audits of
the  accounts  receivable  and  inventory  of Company and its  Subsidiaries  and
Company  agrees,  notwithstanding  the  limited  waivers set forth  above,  that
Company shall  reimburse Agent and Banks  immediately  upon demand for all costs
and expenses incurred by Agent and Banks in connection with all such audits.

     11. This Amendment and Limited Waiver shall be effective as of May 15, 1998
upon payment of all  reasonable  closing costs and expenses,  including  without
limitation, attorneys' fees, incurred by Agent in connection with this Amendment
and  Limited  Waiver,  provided  that on or before June 2, 1998 Agent shall have
received or shall have been provided  access to: (a) agings of each of Company's
Consolidated  Subsidiaries'  accounts  receivable as of April 30, 1998;  and (b)
detailed inventory report for each of the Company's Consolidated Subsidiaries as
of April 30, 1998.

     12. A default under this Amendment and Limited  Waiver shall  constitute an
Event of Default under the Agreement.

     13. Company hereby waives,  discharges and forever  releases Agent and each
of the  Banks,  their  respective  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 may
have or may have made or which is based on facts or  circumstances  arising from
any time up through and including the date of this  Amendment and Limited Waiver
against  any or all of Agent  and the  Banks,  and their  respective  employees,
officers, directors, attorneys, stockholders and successors and assigns.

     14. Company hereby represents and warrants that, after giving effect to the
amendments  contained  herein,  (a) execution,  delivery and performance of this
Amendment and Limited Waiver and any other  documents and  instruments  required
under this  Amendment and Limited  Waiver or the Agreement are within  Company's
corporate powers, have been duly authorized,  are not in contravention of law or
the terms of the  Company's  Articles  of  Incorporation  or Bylaws,  and do not
require the consent or approval of any governmental  body, agency, or authority;
and this  Amendment and Limited Waiver and any other  documents and  instruments
required under this Amendment and Limited Waiver or the Agreement, will be valid
and binding in accordance with their terms;  (b) the continuing  representations
and warranties of Company set forth in Sections 7.1 through 7.22 and 7.24 of the
Agreement  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;  (c)  the  continuing
representations  and  warranties  of Company  set forth in  Section  7.23 of the
Agreement  are true and correct as of the date  hereof with  respect to the most
recent financial  statements furnished to the Bank by Company in accordance with
Section 8.3 of the Agreement; and (d) no Event of 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  this  Agreement,  has  occurred  and is
continuing as of the date hereof.

     15.  Capitalized  terms used but not defined herein shall have the meanings
set forth in the Agreement.

COMPANY:                                JPE, INC.

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


AGENT:                                  COMERICA BANK

                                        By:  /s/ Lana L. Anderson
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------
                                        

REVOLVING CREDIT BANKS
AND LINE OF CREDIT BANKS:               COMERICA BANK

                                        By:  /s/ Lana L. Anderson
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        NBD BANK

                                        By:  /s/ Robert J. Izzo
                                             ---------------------------------

                                        Its: First Vice President
                                             ---------------------------------


                                        NATIONAL BANK OF CANADA

                                        By:  /s/ Duane K. Bedard
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------

                                                          and

                                        By:  /s/ R. Kevin Finn
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        HARRIS TRUST AND SAVINGS BANK

                                        By:  /s/ Kirby M. Law
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        BANK ONE, DAYTON, N.A.

                                        By:  /s/ Scott E. Roman
                                             ---------------------------------

                                        Its: Assistant Vice President
                                             ---------------------------------


SWING LINE BANK:                        COMERICA BANK

                                        By:  /s/ Lana L. Anderson
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------



                          ACKNOWLEDGMENT OF GUARANTORS


     Each of the  undersigned  accepts  and  agrees  to the  Third  Amended  and
Restated JPE, Inc. Credit  Agreement and Limited Waiver dated as of December 31,
1996, 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,  and  ratifies  and  confirms  its
obligations  under the Amended and  Restated  Guaranty  dated as of December 31,
1996, to which each of the undersigned is a party,  either by execution  thereof
or by execution of a Joinder Agreement,  and each of the undersigned agrees that
such Guaranty  continues to be in full force and effect. In consideration of the
amendments and waivers set forth above,  each of the undersigned  hereby waives,
discharges  and  forever  releases  Agent and the  Banks,  and their  respective
employees,  officers,  directors,  attorneys,  stockholders  and  successors and
assigns, from any and all claims, causes of action,  defenses,  counterclaims or
offsets and/or  allegations  any of the undersigned may have or may have made or
which is based on facts or  circumstances  arising  from any time up through and
including the date of this  Amendment and Limited  Waiver  against any or all of
the Agent and the Banks, and their respective  employees,  officers,  directors,
attorneys, stockholders and successors and assigns.

     IN WITNESS WHEREOF, each of the undersigned has executed and delivered this
Acknowledgment and Consent as of May 15, 1998.

                                        ALLPARTS, INCOPORATED, a Missouri
                                        corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        DAYTON PARTS, INC., a Michigan
                                        corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        SAC CORPORATION, a Michigan corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        STARBOARD INDUSTRIES, INC., a Michigan
                                        corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        INDUSTRIAL & AUTOMOTIVE FASTENERS, INC.,
                                        a Michigan corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        PLASTIC TRIM, INC., an Ohio corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        BRAKE,  AXLE  AND  TANDEM  COMPANY
                                        CANADA  INC., a Canadian corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------


                                        JPE FINISHING, INC., an Ohio corporation

                                        By:  /s/ Donna L. Bacon
                                             ---------------------------------

                                        Its: Vice President
                                             ---------------------------------