February 5, 1999

Mr. James J. Fahrner
41445 Fawn Trail
Novi, Michigan

Re:  Stay Bonus Agreement

Dear Jim:

Reference is made to that certain Stay Bonus Agreement dated as of September 21,
1998, by and between you and JPE, Inc. (the "Corporation").  Pursuant to Section
2(b)(1)  and 2(c) of the Stay Bonus  Agreement,  you are  entitled  to receive a
payment of an  installment  of the Stay Bonus on December 31, 1998. As you know,
the Corporation is prohibited from paying such installment pursuant to the terms
of the October 1, 1998 Fourth  Amendment  to the  Forbearance  Agreement,  dated
August 10, 1998, as amended, by and among the Corporation and its Banks.

Pursuant  to our  discussion,  you have  agreed to extend the date of receipt of
payment  of the  December  31,  1998  installment  of the Stay  Bonus  until the
earliest  date  described in Section  2(b)(2),  (3) or (4) or June 30, 1999.  In
addition,  you have agreed that, if the December 31, 1998 installment is paid by
June 30,  1999 and the  remaining  installments  are paid as agreed on time to a
total of $175,000,  then you will waive any claim for the balance under the Stay
Bonus  Agreement.  You also agree that this extension of the date for receipt of
the December 31, 1998 installment does not operate as a breach of the Stay Bonus
Agreement as long as all other terms of the Agreement are met.

Please confirm your agreement with the foregoing by signing the enclosed copy of
this letter and returning it to the undersigned. Thank you for your assistance.

                                           Very truly yours,

                                           JPE, Inc.

                                           /s/ Richard R. Chrysler
                                           --------------------------------
                                           Richard R. Chrysler
                                           President


Agreed this 5th day of February, 1999,
to be effective as of December 31, 1998

/s/ James J. Fahrner
- ---------------------------------------
James J. Fahrner