EMPLOYMENT AND NONCOMPETITION AGREEMENT





         This Agreement is effective as of June 11, 2001, and is between John W.

Potter, (the "Employee"), and Oxford Automotive, Inc., a Michigan corporation

(the "Company").



         In consideration of the premises herein contained, the parties agree as

follows:



         1.   Employment. The Company employs you, the Employee, as an executive

officer of the Company, your specific title to be determined between you and the

Chairman of the Board of Directors of the Company, and you accept such

employment, upon the terms and conditions set forth in this Agreement.



         2.   Duties During Employment Period. You shall perform and discharge

well and faithfully such duties for the Company and any of its subsidiaries as

may be assigned to you from time to time by the Board of Directors (the "Board")

or Chairman of the Board (the "Chairman") of the Company and, in the absence of

such assignment, such services customary to such office as are necessary to the

operations of the Company. Such duties shall include:



         -    Building the Company as a leader in the automotive metal forming

              industry globally;



         -    Developing and meeting growth oriented business and financial

              plans and objectives;



         -    Building existing North American and European businesses;



         -    Integrating new North American, South American, Asian and European

              acquisitions into the Company's business;



         -    Effectively building a global management team;



         -    Managing and meeting financial expectations of the board of

              directors, bank groups, and investors; and



         -    Representing the Company in industry group activities, press

              relations and investor activities.



         You shall report to the Chairman, or such other person as the Board may

from time to time designate, at such times and in such detail as the Chairman

shall require and you shall devote all of your business time, attention and

energies to the business of the Company and its subsidiaries. The Company

acknowledges your continuing service as a director of Vitec, Inc.



         3.   Term. Your employment under Sections 1 and 2 of this Agreement

shall commence on the date hereof and shall terminate as provided in Section 9

below (the "Employment Period"). Your employment with the Company shall be

terminable at will and you and the Company shall have the right to terminate

your employment with or without cause in accordance with Section 9 below.







<PAGE>   2







         4.   Employment Period Compensation.



              (a)  Base Salary. For all services to be rendered by you hereunder

(including services as director, officer, employee, member of any committee of

the Company or any subsidiary or division or otherwise), the Company shall pay

to you during the Employment Period an annual salary of $500,000 ("Annual Base

Salary"), payable in bi-weekly installments in accordance with the payroll

practices of the Company, as such may exist from time to time. The Board may, at

its option, make such additional salary increases as they deem appropriate in

light of your performance and the Company's performance. All payments shall be

subject to all applicable taxes required to be withheld by the Company pursuant

to federal, state or local law.



              (b)  Other Benefits. The Company shall provide you with the fringe

benefits, perquisites, and other benefits of employment provided to executive

officers of the Company from time to time during the Employment Period, subject

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