FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of November 1, 1996, by and between MOTORCAR PARTS & ACCESSORIES, INC., a New York corporation ("Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION ("Bank").

WHEREAS, Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and Bank dated as of June 1, 1996, as amended from time to time ("Credit Agreement");

WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said changes;

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:

1. Section 1.1(a) is hereby amended by deleting "Fifteen Million Dollars ($15,000,000.00)" as the maximum principal amount available under the Line of Credit, and by substituting for said amount "Twenty-five Million Dollars ($25,000,000.00)," with such change to be effective upon the execution and delivery to Bank of a promissory note substantially in the form of Exhibit A attached hereto (which promissory note shall replace and be deemed the Line of Credit Note defined in and made pursuant to the Credit Agreement) and all other contracts, instruments and documents required by Bank to evidence such change.

2. Section 1.2(c) is hereby deleted in it's entirety and the following substituted therefor:

"Borrower shall pay to Bank a non-refundable annual commitment fee for the Line of Credit equal to Twenty-five Thousand Dollars ($25,000.00), which fee shall be due and payable in full upon execution of this Amendment, and in June of each following year if and only if the Line of Credit is renewed by Bank for an additional year."

3. Section 4.9(e) is hereby deleted in it's entirety and the following substituted therefor:

"(e) Ratio of Funded Debt to EBITDA not greater than 30 to 1.0, with "Funded Debt" defined as the principal balance outstanding under the Line of Credit as of any given calculation date, and with "EBITDA" defined as net profit before tax plus interest expense (net of capitalization interest expense), depreciation expense and amortization expense, calculated on a rolling four-quarter basis as of any given calculation date;"

4. The following is hereby added to the Credit Agreement as Sections 4.9(f) and (g):

"(f) EBITDA Coverage Ratio not less than 5.0 to 1.0 to be calculated on a rolling four quarter basis, with "EBITDA" as defined above and "EBITDA Coverage Ratio" defined as EBITDA divided by the aggregate of total interest expense plus the prior period current maturity of long-term debt and the prior period current maturity of subordinated debt;

(g) from time to time such other information as Bank may reasonably request."

5. The following is hereby added to the Credit Agreement as Section 7.10:

"SECTION 7.10. ARBITRATION.

(a) Arbitration. Upon the demand of any party, any Dispute shall be resolved by binding arbitration (except as set forth in (e) below) in accordance with the terms of this Agreement. A "Dispute" shall mean any action, dispute, claim or controversy of any kind, whether in contract or tort, statutory or common law, legal or equitable, now existing or hereafter arising under or in connection with, or in any way pertaining to, any of the Loan Documents, or any past, present or future extensions of credit and other activities, transactions or obligations of any kind related directly or indirectly to any of the Loan Documents, including without limitation, any of the foregoing arising in connection with the exercise of any self-help, ancillary or other remedies pursuant to any of the Loan Documents. Any party may by summary proceedings bring an action in court to compel arbitration of a Dispute. Any party who fails or refuses to submit to arbitration following a lawful demand by any other party shall bear all costs

and expenses incurred by such other party in compelling arbitration of any Dispute.

(b) Governing Rules. Arbitration proceedings shall be administered by the American Arbitration Association ("AAA") or such other administrator as the parties shall mutually agree upon in accordance with the AAA Commercial Arbitration Rules. All Disputes submitted to arbitration shall be resolved in accordance with the Federal Arbitration Act (Title 9 of the United States Code), notwithstanding any conflicting choice of law provision in any of the Loan Documents. The arbitration shall be conducted at a location in California selected by the AAA or other administrator. If there is any inconsistency between the terms hereof and any such rules, the terms and procedures set forth herein shall control. All statutes of limitation applicable to any Dispute shall apply to any arbitration proceeding. All discovery activities shall be expressly limited to matters directly relevant to the Dispute being arbitrated. Judgment upon any award rendered in an arbitration may be entered in any court having jurisdiction; provided however, that nothing contained herein shall be deemed to be a waiver by any party that is bank of the protections afforded to it under 12 U.S.C. ss.91 or any similar applicable state law.

(c) No Waiver; Provisional Remedies, Self-Help and Foreclosure. No provision hereof shall limit the right of any party to exercise self-help remedies such as setoff, foreclosure against or sale of any real or personal property collateral or security, or to obtain provisional or ancillary remedies, including without limitation injunctive relief, sequestration, attachment, garnishment or the appointment of a receiver, from a court of competent jurisdiction before, after or during the pendency of any arbitration or other proceeding. The exercise of any such remedy shall not waive the right of any party to compel arbitration or reference hereunder.

(d) Arbitrator Qualifications and Powers; Awards. Arbitrators must be active members of the California State Bar or retired judges of the state or federal judiciary of California, with expertise in the substantive laws applicable to the subject matter of the Dispute. Arbitrators are empowered to resolve Disputes by summary rulings in response to motions filed prior to the final arbitration hearing. Arbitrators (i) shall resolve all Disputes in accordance with the substantive law of the state of California, (ii)

may grant any remedy or relief that a court of the state of California could order or grant within the scope hereof and such ancillary relief as is necessary to make effective any award, and (iii) shall have the power to award recovery of all costs and fees, to impose sanctions and to take such other actions as they deem necessary to the same extent a judge could pursuant to the Federal Rules of Civil Procedure, the California Rules of Civil Procedure or other applicable law. Any Dispute in which the amount in controversy is $5,000,000 or less shall be decided by a single arbitrator who shall not render an award of greater than $5,000,000 (including damages, costs, fees and expenses). By submission to a single arbitrator, each party expressly waives any right or claim to recover more than $5,000,000. Any Dispute in which the amount in controversy exceeds $5,000,000 shall be decided by majority vote of a panel of three arbitrators; provided however, that all three arbitrators must actively participate in all hearings and deliberations.

(e) Judicial Review. Notwithstanding anything herein to the contrary, in any arbitration in which the amount in controversy exceeds $25,000,000, the arbitrators shall be required to make specific, written findings of fact and conclusions of law. In such arbitrations (i) the arbitrators shall not have the power to make any award which is not supported by substantial evidence or which is based on legal error, (ii) an award shall not be binding upon the parties unless the findings of fact are supported by substantial evidence and the conclusions of law are not erroneous under the substantive law of the state of California, and (iii) the parties shall have in addition to the grounds referred to in the Federal Arbitration Act for vacating, modifying or correcting an award the right to judicial review of (A) whether the findings of fact rendered by the arbitrators are supported by substantial evidence, and (B) whether the conclusions of law are erroneous under the substantive law of the state of California. Judgment confirming an award in such a proceeding may be entered only if a court determines the award is supported by substantial evidence and not based on legal error under the substantive law of the state of California.

(f) Real Property Collateral; Judicial Reference. Notwithstanding anything herein to the contrary, no Dispute shall be submitted to arbitration if the Dispute concerns indebtedness secured directly or indirectly, in whole or in part, by any real property unless (i) the holder of the mortgage, lien or security interest specifically elects in writing to proceed with the arbitration,

or (ii) all parties to the arbitration waive any rights or benefits that might accrue to them by virtue of the single action rule statute of California, thereby agreeing that all indebtedness and obligations of the parties, and all mortgages, liens and security interests securing such indebtedness and obligations, shall remain fully valid and enforceable. If any such Dispute is not submitted to arbitration, the Dispute shall be referred to a referee in accordance with California Code of Civil Procedure Section 638 et seq., and this general reference agreement is intended to be specifically enforceable in accordance with said Section 638. A referee with the qualifications required herein for arbitrators shall be selected pursuant to the AAA's selection procedures. Judgment upon the decision rendered by a referee shall be entered in the court in which such proceeding was commenced in accordance with California Code of Civil Procedure Sections 644 and 645.

(g) Miscellaneous. To the maximum extent practicable, the AAA, the arbitrators and the parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other party to an arbitration proceeding may disclose the existence, content or results thereof, except for disclosures of information by a party required in the ordinary course of its business, by applicable law or regulation, or to the extent necessary to exercise any judicial review rights set forth herein. If more than one agreement for arbitration by or between the parties potentially applies to a Dispute, the arbitration provision most directly related to the Loan Documents or the subject matter of the Dispute shall control. This arbitration provision shall survive termination, amendment or expiration of any of the Loan Documents or any relationship between the parties."

6. Except as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit Agreement shall be read together, as one document.

7. Borrower hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event of Default.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.

MOTORCAR PARTS &                                  WELLS FARGO BANK,
     ACCESSORIES, INC.                                 NATIONAL ASSOCIATION



By:      /s/ Richard Marks                        By: /s/ John P. Manning
         -----------------                            -------------------
                                                      John P. Manning
                                                      Vice President

By:      /s/ Peter Bromberg
         ------------------


Title:   CFO
         ---

SECOND AMENDMENT TO LEASE

This Second Amendment to Lease, dated for reference purposes only, October 1, 1996, between Maricopa Enterprises, Ltd., (Lessor), and Motorcar Parts & Accessories, Inc., (Lessee), who agree as follows:

1. RECITALS: This Second Amendment to Lease is made with reference to the following facts and objectives:

a. Lessor and Lessee entered into a written Lease dated March 8, 1993, whereby Lessor leased to Lessee the Premises commonly known as 2727 Maricopa Street, Torrance, California 90503;

b. The parties desire to amend the Term of the Lease on the terms and conditions hereinafter set forth.

2. AMENDMENT OF TERM: The Term of the Lease shall be amended so that the Term of the Lease shall extend to and including March 31, 2002.

3. RENT: Base Rent for the period from April 1, 1997 through September 30, 1999 shall be $44,280.00 per month. From October 1, 1999 through March 31, 2002, Base Rent shall be $47,601.00 per month.

4. EFFECTIVENESS OF LEASE: Except as set forth in this Second Amendment to Lease, all of the provisions of the Lease shall remain in full force and effect and unchanged.

5. OPTIONS TO EXTEND TERM: If this Lease has not been cancelled or terminated prior to March 31, 2002, and if the Lessee is at the time of exercise and through March 31, 2002, in possession of the Premises and is not at the time of exercise and through March 31, 2002 in default of any of the terms, covenants or conditions of this Lease, Lessee is hereby granted two (2) options to extend the Term of this Lease for two (2) additional terms of five (5) years each from and after March 31, 2002; provided that Lessee gives written notice to Lessor of the exercise of each option of extension at least one hundred twenty (120) days prior to the expiration of the preceding Term. The terms and conditions of the Lease during the extended five (5) year option periods shall be the same as herein contained, except that the monthly Base Rent shall be increased to ninety-five percent (95%) of the then prevailing fair rental value as of the commencement date of each option period, which shall be mutually agreed upon by Lessor and Lessee, if possible. However, no reevaluation shall result in a rental rate less than that established for the prior rental period. In the event that Lessor and Lessee cannot mutually agree upon the then prevailing fair rental value of the Premises, the determination of the fair rental value as of the commencement date of each option period shall be based upon an appraisal by an S.I.R. broker or an M.A.I. appraiser acceptable to both Lessor and Lessee to the Los Angeles Chapter of the American Arbitration Association. All costs and fees of said broker or of the American

Arbitration Association shall be borne equally by Lessor and Lessee. The fair rental value shall be increased during the second thirty (30) months of each five (5) year extended term, the amount of such increases to be agreed upon at the time the fair rental value is established.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Lease.

MARICOPA ENTERPRISES, LTD.

Dated:       11/14/96                       /s/ David V. Karney
             --------                       --------------------------------
                                            DAVID V. KARNEY, General Partner

MOTORCAR PARTS & ACCESSORIES, INC.

FIRST AMENDMENT

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to Amended and Restated Employment Agreement, dated as of April 1, 1997 (the "Amendment"), is by and between MOTORCAR PARTS & ACCESSORIES, INC, a New York corporation having an address at 2727 Maricopa Street, Torrance, California 90503 (the "Company") and MEL MARKS, an individual residing at 269 Gramercy Drive, Jericho, New York 11753 (the "Employee").

WHEREAS, the Company and the Employee are parties to an Amended and Restated Employment Agreement dated as of September 1, 1995 (the "Agreement"); and

WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions hereinafter set forth, the parties hereby agree as follows:

1. Amendment to the Agreement. The Agreement is hereby amended as of April 1, 1997, as follows:

Paragraph 5(a) of the Agreement is hereby amended in its entirety as follows:

"(a). Base Salary. The Company shall pay Employee a minimum base salary ("Salary") of Three Hundred Thousand Dollars ($300,000) per year. The Salary shall be subject to review and adjustment on an annual basis, or, at the Company's discretion, on such date as the Company may designate; provided, however, that in no event shall Employee's Salary be adjusted below the Salary designated herein."

2. Counterparts. This Amendment may be signed in one or more counterpart copies, each of which constitutes an original, but all of which, when taken together, shall consti tute one agreement binding upon all of the parties hereto.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.

4. Agreement to Continue as Amended. Except as modified and amended by this Amendment, the Agreement shall remain and continue in full force and effect after the date hereof.

IN WITNESS WHEREOF, the parties hereunto have executed and delivered this Amendment as of the date first written above.

MOTORCAR PARTS & ACCESSORIES

Title:

FIRST AMENDMENT

TO

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This First Amendment to Amended and Restated Employment Agreement, dated as of April 1, 1997 (the "Amendment"), is by and between MOTORCAR PARTS & ACCESSORIES, INC, a New York corporation having an address at 2727 Maricopa Street, Torrance, California 90503 (the "Company") and RICHARD MARKS, an individual with an address c/o Motorcar Parts & Accessories, Inc., 2727 Maricopa Street, Torrance, California 90503 (the "Employee").

WHEREAS, the Company and the Employee are parties to an Amended and Restated Employment Agreement dated as of September 1, 1995 (the "Agreement"); and

WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions hereinafter set forth, the parties hereby agree as follows:

1. Amendment to the Agreement. The Agreement is hereby amended as of April 1, 1997, as follows:

Paragraph 5(a) of the Agreement is hereby amended in its entirety as follows:

"(a). Base Salary. The Company shall pay Employee a minimum base salary ("Salary") of Four Hundred Thousand Dollars ($400,000) per year. The Salary shall be subject to review and adjustment on an annual basis, or, at the Company's discretion, on such date as the Company may designate; provided, however, that in no event shall Employee's Salary be adjusted below the Salary designated herein."

2. Counterparts. This Amendment may be signed in one or more counterpart copies, each of which constitutes an original, but all of which, when taken together, shall consti tute one agreement binding upon all of the parties hereto.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.

4. Agreement to Continue as Amended. Except as modified and amended by this Amendment, the Agreement shall remain and continue in full force and effect after the date hereof.

IN WITNESS WHEREOF, the parties hereunto have executed and delivered this Amendment as of the date first written above.

MOTORCAR PARTS & ACCESSORIES

Title:

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement, dated as of April 1, 1997 (the "Amendment"), is by and between MOTORCAR PARTS & ACCESSORIES, INC, a New York corporation having an address at 2727 Maricopa Street, Torrance, California 90503 (the "Company") and STEVEN KRATZ, an individual with an address c/o Motorcar Parts & Accessories, Inc., 2727 Maricopa Street, Torrance, California 90503 (the "Employee").

WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of February 1, 1994 (the "Agreement"); and

WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions hereinafter set forth, the parties hereby agree as follows:

1. Amendment to the Agreement. The Agreement is hereby amended as of April 1, 1997, as follows:

The first paragraph of Paragraph 5 of the Agreement is hereby amended in its entirety as follows:

"5. Compensation. As compensation for his services and covenants hereunder, the Company shall pay Employee a minimum base salary ("Salary") of Two Hundred Twenty-Five Thousand Dollars ($225,000) per year. The Salary shall be subject to review and adjustment on an annual basis, or, at the Company's discretion, on such date as the Company may designate; provided, however, that in no event shall Employee's Salary be adjusted below the Salary designated herein."

2. Counterparts. This Amendment may be signed in one or more counterpart copies, each of which constitutes an original, but all of which, when taken together, shall constitute one agreement binding upon all of the parties hereto.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.

4. Agreement to Continue as Amended. Except as modified and amended by this Amendment, the Agreement shall remain and continue in full force and effect after the date hereof.

IN WITNESS WHEREOF, the parties hereunto have executed and delivered this Amendment as of the date first written above.

MOTORCAR PARTS & ACCESSORIES

Title:

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Second Amendment to Employment Agreement, dated as of April 1, 1997 (the "Amendment"), is by and between MOTORCAR PARTS & ACCESSORIES, INC, a New York corporation having an address at 2727 Maricopa Street, Torrance, California 90503 (the "Company") and PETER S. BROMBERG, an individual with an address c/o Motorcar Parts & Accessories, Inc., 2727 Maricopa Street, Torrance, California 90503 (the "Employee").

WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of March 14, 1994 (the "Agreement"); and

WHEREAS, the Company and the Employee desire to amend the Agreement in certain respects.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions hereinafter set forth, the parties hereby agree as follows:

1. Amendment to the Agreement. The Agreement is hereby amended as of April 1, 1997, as follows:

The first paragraph of Paragraph 5 of the Agreement is hereby amended in its entirety as follows:

"5. Compensation. (a) As compensation for his services and covenants hereunder, the Company shall pay Employee a minimum base salary ("Salary") of One Hundred Forty-Five Thousand Dollars ($145,000) per year. The Salary shall be subject to review and adjustment on an annual basis, or, at the Company's discretion, on such date as the Company may designate; provided, however, that in no event shall Employee's Salary be adjusted below the Salary designated herein."

2. Counterparts. This Amendment may be signed in one or more counterpart copies, each of which constitutes an original, but all of which, when taken together, shall consti tute one agreement binding upon all of the parties hereto.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.

4. Agreement to Continue as Amended. Except as modified and amended by this Amendment, the Agreement shall remain and continue in full force and effect after the date hereof.

IN WITNESS WHEREOF, the parties hereunto have executed and delivered this Amendment as of the date first written above.

MOTORCAR PARTS & ACCESSORIES

Title:

Employment Agreement dated as of April 1, 1997, between MVR Products Pte Limited, a Singapore corporation, and Unijoh Sdn, Bhd, a Malaysian corporation (collectively, the "Companies"), and Vincent Quek, also known as Quek Kok Hoe, an individual residing in Singapore (the "Employee"), each of the foregoing having an address at 18, Penjuru Road, Singapore 609126.

WHEREAS, the Companies desire that Employee be employed by them and render services to them, and Employee is willing to be so employed and to render such services to the Companies, all upon the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Employment. Subject to and upon the terms and conditions contained in this Agreement, the Companies hereby agree to employ Employee and Employee agrees to enter the employ of the Companies, for the period set forth in Paragraph 2 hereof, to render the services to the Companies, their affiliates and subsidiaries described in Paragraph 3 hereof.

2. Term. Employee's term of employment under this Agreement shall commence on the date hereof (the "Commencement Date") and shall continue for a period through and including the second anniversary of the date hereof (the "Employment Term") unless extended in writing by both parties or earlier terminated pursuant to the terms and conditions set forth herein.

3. Duties. (a) Employee shall be employed as President of MVR and Unijoh and responsible for management of the operations thereof.

(b) Employee agrees to abide by all by-laws, policies and other general employment conditions of each of the Companies' parent, Motorcar Parts & Accessories, Inc. ("MPA") and the Companies.

4. Exclusive Services and Best Efforts. Employee shall devote his entire working time, attention, best efforts and ability during regular business hours exclusively to the service of the Companies, their affiliates and subsidiaries during the term of this Agreement.

5. Compensation. As compensation for his services, covenants and agreements hereunder, the Companies collectively shall pay Employee an aggregate salary ("Salary") of One Hundred and Ten Thousand United States Dollars (US$110,000) per year.

6. Business Expenses. Employee shall be reimbursed for, and entitled to advances (subject to repayment to the Companies if not actually incurred by Employee) with respect to, only those business expenses incurred by him which are authorized by MPA and the Companies and for which Employee has submitted receipts.

7. Employee Benefits. During the Employment Term, Employee shall be entitled to such insurance, disability, health, medical and automobile benefits from the Companies as he was entitled to from the Companies during the preceding fiscal year; provided that Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans. Employee shall be entitled to such paid vacation each year during the Employment Term as he was entitled to from the Companies during the preceding fiscal year and of such duration and at such times as does not, in the opinion of MPA and the Companies, interfere with Employee's performance of his duties hereunder. The Companies may withhold from any benefits payable to Employee all taxes and amounts as shall be permitted or required pursuant to law, rule or regulation. All of the benefits to which Employee may be entitled may be changed from time to time or withdrawn at any time in the discretion of MPA or the Companies.

8. Death and Disability. (a) The Employment Term shall terminate on the date of Employee's death, in which event Employee's Salary, reimbursable expenses and benefits owing to Employee through the date of Employee's death shall be paid to his estate. Other than a death benefit equal to one-fourth of Employee's Salary on the date of Employee's death, which shall be paid to his estate within 120 days following such date, Employee's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 8(a).

(b) If, during the Employment Term, in the opinion of a duly licensed physician selected by MPA and the Companies, Employee, because of physical or mental illness or incapacity, shall become substantially unable to perform the duties and services required of him under this Agreement for a period of 60 consecutive days or 120 days in the aggregate during any six-month period MPA and the Companies may, upon at least twenty (20) days' prior written notice given at any time after the expiration of such 60 or 120 day period, as the case may be, to Employee of their intention to do so, terminate this Agreement as of such date as may be set forth in the notice. In case of such termination, Employee shall be entitled to receive his Salary, reimbursable expenses and benefits owing to Employee through the date of termination. Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 8(b).

9. Termination. (a) MPA or the Companies may terminate the employment of Employee for Cause (as herein defined). Upon such termination, the Companies and its affiliates shall be released from any and all further obligations under this Agreement (it being agreed that MPA shall have no obligations hereunder), except that the Companies shall be obligated to pay Employee his Salary, reimbursable expenses and benefits owing to Employee through the day on which Employee is terminated. Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 9(a).

(b) As used herein, the term "Cause" shall mean: (i) the willful failure of Employee to perform his duties pursuant to Paragraph 3 hereof, which failure is not cured by Employee within twenty (20) days following notice thereof from MPA or the Companies; (ii) any other material breach of this Agreement by Employee, including any of the material representations or warranties made by Employee; (iii) any act, or failure to act, by Employee in bad faith or to the detriment of MPA or the Companies; (iv) the commission by Employee of an act involving moral turpitude, dishonesty, theft, unethical business conduct, or any other conduct which significantly impairs the reputation of, or harms, MPA or the Companies, their subsidiaries or affiliates;
(v) any misrepresentation, concealment or omission by Employee of any material fact in seeking employment hereunder; or (vi) any other occurrence or circumstance generally recognized as "cause" for employment termination under applicable law.

(c) In the event that during the 90-day period ending on the last day of the Employment Term the employment of Employee is terminated by the Companies other than for Cause or the Companies notify Employee of their election not to renew or extend this Agreement for a period of at least one year, then Employee, in addition to any and all other amounts to which he expressly may be entitled hereunder, shall be entitled to a severance benefit in an amount equal to his Salary multiplied by a fraction the numerator of which shall be the number of days elapsed in such period up to the date of such termination or election and the denominator of which shall be 360; provided that in the event that no notice of such election is given prior to the end of the Employment Term, then such severance benefit shall be in an amount equal to one-fourth of such Salary.

10. Disclosure of Information and Restrictive Covenant. Employee acknowledges that, by his employment, he has been and will be in a confidential relationship with MPA and the Companies and their affiliates (which term, whenever used in this Agreement, includes without limitation the Companies' parent(s)) and will have access to confidential information and trade secrets of MPA and the Companies, their subsidiaries and affiliates. Confidential information and trade secrets include, but are not limited to, customer, supplier and client lists, price lists, marketing, distribution and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications, processes, data and information concerning the business of MPA or the Companies, their subsidiaries and affiliates which are not in the public domain. Employee agrees that in consideration of the execution of this Agreement by the Companies:

(a) Employee will not, during the term of this Agreement or at any time thereafter, use, or disclose to any third party, trade secrets or confidential information of MPA or the Companies including, but not limited to, confidential information or trade secrets belonging or relating to MPA or the Companies, their subsidiaries, affiliates, customers and clients or proprietary processes or procedures of MPA or the Companies, their subsidiaries, affiliates, customers and clients. Proprietary processes and procedures shall include, but shall not be limited to, all information

which is known or intended to be known only to employees of MPA or the Companies, their subsidiaries and affiliates or others in a confidential relationship with MPA or the Companies or their subsidiaries and affiliates which relates to business matters.

(b) Employee will not, during the term of this Agreement and for a period of two (2) years thereafter, directly or indirectly, under any circumstance other than at the direction and for the benefit of MPA and the Companies, engage in or participate in any business activity, including, but not limited to, acting as a director, officer, employee, agent, independent contractor, partner, consultant, licensor or licensee, franchisor or franchisee, proprietor, syndicate member, shareholder or creditor or with a person having any other relationship with any other business, company, firm occupation or business activity, in any geographic area within Singapore, Malaysia or southeastern Asia that is, directly or indirectly, competitive with any business conducted by the Companies or any of their subsidiaries or affiliates during the term of this Agreement or thereafter. Should Employee own 5% or less of the issued and outstanding shares of a class of securities of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market, such ownership shall not cause Employee to be deemed a shareholder under this Paragraph 10(b).

(c) Employee will not, during the term of this Agreement and for a period of two (2) years thereafter, on his behalf or on behalf of any other business enterprise, directly or indirectly, under any circumstance other than at the direction and for the benefit of MPA and the Companies, solicit or induce any creditor, customer, supplier, officer, employee or agent of MPA or the Companies or any of their subsidiaries or affiliates to sever its relationship with or leave the employ of any such entities.

(d) This Paragraph 10 and Paragraphs 11, 12 and 13 hereof shall survive the expiration or termination of this Agreement for any reason.

(e) It is expressly agreed by Employee that the nature and scope of each of the provisions set forth above in this Paragraph 10 are reasonable and necessary. If, for any reason, any aspect of the above provisions as it applies to Employee is determined by a court of competent jurisdiction to be unreasonable or unenforceable, the provisions shall only be modified to the minimum extent required to make the provisions reasonable and/or enforceable, as the case may be. Employee acknowledges and agrees that his services are of a unique character and expressly grants to MPA and the Companies or any of their subsidiaries, affiliates, successors or assignees, the right to enforce the provisions above through the use of all remedies available at law or in equity, including, but not limited to, injunctive relief.

(f) It is expressly agreed by Employee that the provisions set forth above in this Paragraph 10 are separate from and independent of any similar such provisions entered into under the agreement relating to the acquisition by MPA of the Companies.

11. Companies' Property. (a) Any patents, inventions, discoveries, applications or processes, designed, devised, planned, applied, created, discovered or invented by Employee in the course of Employee's employment under this Agreement and which pertain to any aspect of the Companies' or their respective subsidiaries' or affiliates' business shall be the sole and absolute property of the Companies, and Employee shall make prompt report thereof to the Companies and promptly execute any and all documents reasonably requested to assure the Companies the full and complete ownership thereof.

(b) All records, files, lists, including computer generated lists, drawings, documents, equipment and similar items relating to the Companies' business which Employee shall prepare or receive from the Companies shall remain the Companies' sole and exclusive property. Upon termination of this Agreement, Employee shall promptly return to the Companies all property of the Companies in his possession. Employee further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Companies. Employee additionally represents that, upon termination of his employment with the Companies, he will not retain in his possession any such software, documents or other materials.

12. Remedy. It is mutually understood and agreed that Employee's services are special, unique, unusual, extraordinary and of an intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in the event of any breach of this Agreement by Employee, including, but not limited to, the breach of the non-disclosure, non-solicitation and non-compete clauses under Paragraph 10 hereof, MPA and the Companies shall be entitled to equitable relief by way of injunction or otherwise in addition to damages MPA and the Companies may be entitled to recover. In addition, MPA and the Companies shall be entitled to reimbursement from Employee, upon request, of any and all reasonable attorneys' fees and expenses incurred by it in enforcing any term or provision of this Agreement.

13. Representations and Warranties of Employee. (a) In order to induce the Companies to enter into this Agreement, Employee hereby represents and warrants to MPA and the Companies as follows: (i) Employee has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of his obligations hereunder; (ii) the execution and delivery of this Agreement by Employee and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (iii) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than MPA or the Companies) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services.

(b) Employee hereby agrees to indemnify and hold harmless MPA and the Companies from and against any and all losses, costs, damages and expenses (including, without

limitation, its reasonable attorneys' fees) incurred or suffered MPA or by the Companies resulting from any breach by Employee of any of his representations or warranties set forth in Paragraph 13(a) hereof.

14. Notices. All notices given hereunder shall be in writing and shall be deemed effectively given when mailed, if sent by registered or certified mail, return receipt requested, addressed to Employee at his address set forth on the first page of this Agreement and to the Companies at the address set forth on the first page of this Agreement, with a copy to MPA, 2727 Maricopa Street, Torrance, California 90503, Attention: Mr. Richard Marks, President, and with a copy to Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036, Attention: Gary J. Simon, Esq., or at such address as such party shall have designated by a notice given in accordance with this Paragraph 14, or when actually received by the party for whom intended, if sent by any other means.

15. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to its subject matter and no change, alteration or modification hereof may be made except in writing signed by the parties hereto. Any prior or other agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect.

16. MPA Ownership. Employee acknowledges and agrees that the Companies are controlled by its parent, MPA, and that any reference in this Agreement to the judgment, discretion, opinion or other determination of any kind (including as contemplated by Paragraph 9) to be made by the Companies may be made on behalf of the Companies by MPA.

17. Severability. If any provision of this Agreement shall be unenforceable under any applicable law, then notwithstanding such unenforceability, the remainder of this Agreement shall continue in full force and effect.

18. Waivers, Modifications, Etc. No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

19. Assignment. Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee. This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Companies and their successors and assigns. Successors of the Companies shall include, without limitation, any corporation or corporations acquiring, directly or indirectly, all or substantially all of the assets of the Companies, whether by merger, consolidation, purchase, lease or otherwise, and such successor shall thereafter be deemed "the Companies" for the purposes hereof.

20. Applicable Law. This Agreement shall be deemed to have been made, drafted, negotiated and a portion of the transactions contemplated hereby consummated and performed in the

State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof. Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, contrary to which the parties hereto have no legal right to contract, the latter shall prevail, but in such event any provision of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.

21. Jurisdiction and Venue. It is hereby irrevocably agreed that all disputes or controversies between the Companies and Employee arising out of, in connection with or relating to this Agreement shall be exclusively heard, settled and determined by arbitration to be held in the City of New York, County of New York, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The parties also agree that judgment may be entered on the arbitrator's award by any court having jurisdiction thereof and the parties consent to the jurisdiction of any court located in the City of New York, County of New York, for this purpose.

22. Full Understanding. Employee represents and agrees that he fully understands his right to discuss all aspects of this Agreement with his private attorney, that to the extent, if any that he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of this Agreement, that he is competent to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that he freely and voluntarily enters into it, and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this document which is that it constitutes an agreement of employment.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

MVR PRODUCTS PTE LIMITED

By:_________________________________
Name:
Title:

UNIJOH SDN, BHD

By:_________________________________
Name:
Title:

AGREEMENT AND PLAN OF REORGANIZATION dated as of March 31, 1997, among MOTORCAR PARTS & ACCESSORIES, INC., a New York corporation having its principal place of business at 2727 Maricopa Street, Torrance, California 90503 ("Transferee"), MEL MARKS, an individual having a residence at 17906 Aberdeen Way, Boca Raton, Florida 33496 ("M. MARKS"), RICHARD MARKS, an individual having a residence at 13484 Bayliss Road, Los Angeles, California 90049 ("R. MARKS") and VINCENT QUEK, also known as Quek Kok Hoe, an individual having a residence in Singapore and having an office at 2727 Maricopa Street, Torrance, California 90503 ("QUEK"). M. Marks, R. Marks and Quek are hereinafter sometimes collectively referred to as "Transferors".

WHEREAS, each of the Transferors owns 133,333 (133,334 in the case of Quek) ordinary shares of S$1.00 per share of MVR Products Pte Limited, a corporation organized under the laws of Singapore ("MVR") and 333,333 (333,334 in the case of Quek) ordinary shares RM1 per share of Unijoh Sdn, Bhd, a corporation organized under the laws of Malaysia ("Unijoh") all such ordinary shares of MVR (the "MVR Shares") and all such ordinary shares of Unijoh (the "Unijoh Shares") (the MVR Shares and the Unijoh Shares, collectively, the "Shares") being all of the issued and outstanding ordinary shares of MVR and Unijoh, respectively; and

WHEREAS, MVR and Unijoh are affiliated with the Transferee and conduct, on a contract basis, remanufacturing operations similar to those conducted by the Transferee at its Los Angeles remanufacturing facility; and

WHEREAS, the Transferors desire to exchange the Shares for shares of common stock, par value $.01 per share, of the Transferee ("MPA Common Stock"), and the Transferee is willing to issue and deliver shares of MPA Common Stock to the Transferors solely in exchange for the Shares, upon the terms and subject to the conditions hereinafter set forth pursuant to a plan of reorganization designed to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the "Code"); and

WHEREAS, the Transferee has obtained an independent analysis from Houlihan Lokey Howard & Zukin, a speciality investment banking firm ("Houlihan Lokey"), as to the value of Unijoh and MVR; and

WHEREAS, based in part upon the valuation analysis provided by Houlihan Lokey and following such negotiations, the Special Committee of the Board of Directors of the Transferee deems advisable and in the best interests of the shareholders of the Transferee the acquisition of all of the issued and outstanding Shares in exchange for 145,455 shares (the "MPA Shares") of MPA Common Stock.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I

Section 1.1. Exchange Transaction. Upon the terms and subject to the conditions set forth in this Agreement, the Transferors shall, at the Closing (as defined in Section 2.1 hereof), convey, transfer, assign and deliver to the Transferee transfer forms representing all of the Shares, which transfer forms duly executed shall convey title to and ownership of the Transferors' interest in MVR and Unijoh to the Transferee. In exchange therefor, the Transferee shall, at the Closing, issue and deliver to each Transferor certificates representing an aggregate of 145,455 authorized but previously-unissued shares of MPA Common Stock registered in the name each such Transferor. Any transfer tax or registration duty up to an aggregate amount of $10,000 which may be payable in Singapore and/or Malaysia in connection with such exchange transaction will be the responsibility of the Transferee.

ARTICLE II

Section 2.1. Date of Closing. The closing under this Agreement (the "Closing") shall take place at the offices of Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036, or at such other place as shall be mutually agreed upon in writing by the Transferee and the Transferors, at 2:00 P.M., local time, on March 31, 1997. If the Closing is not held by the close of business on such date, the Closing may be postponed, at the sole option of the Transferee, to a date not later than April 30, 1997. However, if the Closing is not held by the close

of business on April 30, 1997, this Agreement shall terminate without any further obligation or liability on the part of any party hereto.

Section 2.2. Action at Closing. At the Closing, the Transferee and the Transferors shall take such actions and execute and deliver such documents, instruments, certificates and opinions as are provided for in this Agreement.

ARTICLE III

Each Transferor, jointly and severally, hereby represents and warrants to the Transferee as follows:

Section 3.1. Authority and Capacity of the Transferors. Each Transferor has all requisite power, authority and capacity to perform the obligations required of him under this Agreement.

Section 3.2. Title to the Shares. Each Transferor is the lawful record and beneficial owner of 133,333 (133,334 in the case of Quek) MVR Shares and 333,333 (333,334 in the case of Quek) Unijoh Shares, which, together with the MVR Shares and Unijoh Shares so owned by the other Transferors, constitute 100% of the issued and outstanding shares of common stock of MVR and Unijoh; and the conveyance, transfer, assignment and delivery of the Shares by the Transferors to the Transferee pursuant to Section 1.1 hereof will transfer to, and vest in, Transferee legal and valid title thereto, free and clear of all claims, liens, charges and encumbrances of any kind whatsoever.

Section 3.3. Organization, Good Standing and Corporate Power and Authority of MVR and Unijoh. Each of MVR and Unijoh is a corporation duly organized, validly existing and in

good standing under the laws of Singapore and Malaysia, respectively, and each is duly qualified and authorized to transact business as a foreign corporation in each jurisdiction in which it owns properties or is otherwise conducting its business, except where the failure to be so qualified or authorized would not have a material adverse effect on the financial condition of MVR and Unijoh, taken as a whole. Each of MVR and Unijoh has the corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 3.4. Capitalization. The authorized capital stock of MVR consists of 400,000 ordinary shares of $1.00 per share, all of which shares are issued and outstanding, of which 133,333 shares are held of record and beneficially by M. Marks, 133,333 shares are held of record and beneficially by R. Marks and 133,334 shares are held of record and beneficially by Quek. The authorized capital stock of Unijoh consists of 1,000,000 ordinary shares RM1 per share, all of which shares are issued and outstanding, of which 333,333 shares are held of record and beneficially by M. Marks, 333,333 shares are held of record and beneficially by R. Marks and 333,334 shares are held of record and beneficially by Quek. All of the issued and outstanding shares of common stock of MVR and Unijoh are duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof. There are no existing options, calls, agreements or commitments of any character obligating either MVR or Unijoh to authorize, issue or acquire any of its respective shares of capital stock and there are no options, calls or similar agreements or commitments relating to the issued and outstanding shares of common stock of MVR and Unijoh.

Section 3.5. Subsidiaries and Affiliates. Neither MVR nor Unijoh, directly or indirectly, owns any material interest in or controls any other corporation, association or other form of business organization.

Section 3.6. No Violation. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will
(a) violate any provision of the corporate charter or by-laws of either MVR or Unijoh, as amended to date, (b) with or without the giving of notice and/or the passage of time, materially violate, conflict with, result in the breach or termination of, constitute a material default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets of either MVR or Unijoh pursuant to, any material contract, agreement, indenture, lease or commitment to which either MVR or Unijoh is a party or by which it or any of its assets may be bound, except as may be set forth in Schedules 3.6(a) or 3.6(b) or as would not have a material adverse effect on the financial condition of MVR and Unijoh, taken as a whole, or (c) materially violate any judgment, decree, order, statute, rule or governmental regulation applicable to either MVR or Unijoh.

Section 3.7. Financial Statements. There have been furnished to the Transferee the audited balance sheets of MVR as at March 31, 1995 and 1996 (the latter balance sheet of MVR being hereinafter referred to as the "MVR Balance Sheet") and the audited statements of income for each of the years then ended, in each case including the respective notes thereto and accompanied by the report of Ernst & Young, independent certified public accountants. Such 1995 and 1996 financial statements fairly present the financial position of MVR as at the respective dates specified and the results of operations of MVR for the respective periods specified, in conformity with Statements of Auditing Guideline and Statements of Auditing Practice and applicable accounting standards. Except for liabilities and obligations incurred in the ordinary course of business since the date of the MVR Balance Sheet or referred to in Schedules 3.7(a) or 3.7(b), MVR does not have any material liabilities or obligations, other than liabilities and obligations reflected in the MVR Balance Sheet or the respective notes thereto and liabilities and obligations which, in accordance with the foregoing

accounting standards, were not required to have been so reflected as of such date. In addition, there have been furnished to the Transferee the audited balance sheets of Unijoh as at March 31, 1995 and 1996 (the latter balance sheet of Unijoh being hereinafter referred to as the "Unijoh Balance Sheet") and the audited statements of income for each of the years then ended, in each case including the respective notes thereto and accompanied by the report of Ernst & Young, independent certified public accountants. Such 1995 and 1996 financial statements fairly present the financial position of Unijoh as at the respective dates specified and the results of operations of Unijoh for the respective periods specified, in conformity with approved auditing standards. Except for liabilities and obligations incurred in the ordinary course of business since the date of the Unijoh Balance Sheet or referred to in Schedules 3.7(a) or 3.7(b), Unijoh does not have any material liabilities or obligations, other than liabilities and obligations reflected in the Unijoh Balance Sheet or the respective notes thereto and liabilities and obligations which, in accordance with approved auditing standards, were not required to have been so reflected as of such date.

Section 3.8. Title to Assets. Except as set forth in Schedules 3.8(a) and 3.8(b), MVR owns the assets reflected on the MVR Balance Sheet as owned by it and Unijoh owns the assets reflected on the Unijoh Balance Sheet as owned by it, in each case free and clear of all material claims, liens, charges and encumbrances. All of such assets generally are in good condition and repair, reasonable wear and tear excepted, and are suitable for the uses for which they are intended.

Section 3.9. Contracts, Etc. Schedules 3.9(a) and 3.9(b) set forth all material written contracts, agreements, indentures, leases, licenses and commitments (collectively, the "Contracts") to which MVR or Unijoh is a party or by which either of them or any of their respective assets may be bound, other than (a) sales orders and purchase orders entered into in the ordinary course of business, (b) contracts, agreements, indentures, leases and commitments which may be terminated

at the option of MVR or Unijoh, as the case may be, on not more than 60 days, prior notice and do not involve, in the aggregate, more than $50,000 and (c) contracts with the Transferee. All of the Contracts are in full force and effect, without material amendment.

Section 3.10. Insurance. The assets of MVR and Unijoh are covered by insurance policies which are in full force and effect with all premiums due thereon paid in full and which are reasonably adequate in amount, scope and coverage to protect MVR and Unijoh against any material loss of its properties or any material interruption in its operations.

Section 3.11. Books and Records. The books and records of each of MVR and Unijoh are in all material respects complete and correct, have been maintained in accordance with sound business practices and reflect all material transactions to which either MVR or Unijoh was a party since January 1, 1995.

Section 3.12. Bank Accounts. The Transferors have advised, and will continue to advise, the Transferee as to the name and address of each bank or other financial institution which is a depositary of MVR or Unijoh or in which either has a safe deposit box, the name and account number under which such account is maintained and the name and title or capacity of each person authorized to draw thereon or have access thereto.

Section 3.13. Taxes. Each of MVR and Unijoh has filed with the .appropriate governmental agencies all tax returns required to be filed and has paid all assessments shown to be due on such tax returns and all assessments claimed to be due by a governmental authority with respect thereto. To the best knowledge of the Transferors, there are no pending examinations by any governmental authority of the income tax returns of either MVR or Unijoh, and all prior additional assessments for taxes (or interest or penalties thereon), if any, have been paid or provided for. Neither MVR nor Unijoh has executed or filed with any taxing authority any agreement extending

the period for assessment or collection of any tax and neither MVR nor Unijoh is a party to any action or proceeding by any governmental authority for assessment or collection of taxes.

Section 3.14. Litigation. Except as set forth in Schedule 3.14, there are no actions, suits, proceedings, judgments or decrees existing or, to the knowledge of the Transferors, threatened or proposed against or affecting MVR or Unijoh or any of the properties of either which have resulted or would result in any material adverse change in the business, properties or financial condition of MVR or Unijoh, and neither MVR nor Unijoh nor any of the assets of either is subject to any outstanding judgment issued by any court involving in excess of $25,000 in the aggregate. To the best knowledge of the Transferors, there are no pending orders known to the Transferors of any governmental authority which may materially adversely affect the operations of MVR or Unijoh as now conducted.

Section 3.15. Trademarks, Trade Names, Patents, Etc. Schedules 3.15(a) and 3.15(b) set forth complete and correct lists and descriptions of all patents, copyrights, trade names, trademarks, logos, service names and service marks which are used or held for use in the business or operations of MVR or Unijoh, respectively (the "Intangible Property"). Each of MVR and Unijoh is the registered and beneficial owner, or registered user, as the case may be, of all such Intangible Property set forth on Schedule 3.15(a) or 3.15(b). All of MVR's and Unijoh's rights in said Intangible Property are in full force and effect and the Transferors have no knowledge of any claims that any such right is not valid or enforceable by MVR or Unijoh, as the case may be, or of any infringement upon or conflict with any Intangible Property rights, or of any infringement upon or conflict with any trademark, trade name, copyright, patent or proprietary right, or any application relating to the foregoing, or of any third party claim alleging such infringement or conflict. Each of MVR and Unijoh has the right to use all patents, trademarks, trade names, copyrights, inventions, designs,

formulae, trade secrets, manufacturing processes, know-how and other industrial property rights necessary to manufacture and market the products presently manufactured or marketed by it, including any product licensed from others.

Section 3.16. Absence of Defaults, Etc. Neither MVR nor Unijoh is in default, and neither has received any notice of any alleged material default, under any contract, agreement, indenture, lease or other commitment to which it is a party or by which it or any of its assets is bound and, to the best knowledge of the Transferors, no other party to any such contract, agreement, indenture, lease or other commitment is in material default thereunder. To the best knowledge of the Transferors, neither MVR nor Unijoh has violated, in any material respect, or received notice of any alleged material violation of, any applicable law, regulation or ordinance relating to its operations or assets. All material licenses and permits required in connection with the operation of MVR's business and Unijoh's business have been issued and are in full force and effect.

Section 3.17. Absence of Certain Changes. Since the date of the MVR Balance Sheet and the Unijoh Balance Sheet neither MVR nor Unijoh has:

(a) operated its business and dealt with its assets other than in the ordinary course;

(b) cancelled or compromised any material debt or claim;

(c) released, transferred or granted any material rights;

(d) suffered any material adverse change in its financial condition, properties or business or obtained actual knowledge of any present or future business condition which would materially adversely affect the assets, properties or business of MVR or Unijoh or which would prevent either of them from carrying on its business in substantially the same manner as that in which it is being conducted;

(e) made, amended or cancelled any material contract, agreement, indenture, lease or other commitment or failed to keep any of them in full force and effect or to perform any of its obligations thereunder;

(f) paid any material bonus or extraordinary compensation to any director, officer or employee inconsistent with past practice;

(g) entered into any transaction which would result in any representation or warranty of the Transferors contained in this Agreement becoming untrue in any material respect immediately after the consummation of such transaction; or

(h) declared any dividend or made any distribution to its shareholders.

Section 3.18. Consideration. For purposes of Section 505 of the New York Business Corporation Law, notwithstanding any other representations or warranties hereunder, the right to receive any MPA Shares under this Agreement or pursuant to the transactions contemplated hereby has not been agreed to as an incentive to service or continued service with MPA or any subsidiary or affiliate of MPA.

ARTICLE IV

The Transferee hereby represents and warrants to each of the Transferors as follows:

Section 4.1. Organization, Good Standing and Corporate Power and Authority. The Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. The Transferee has the corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

Section 4.2. Capitalization. The authorized capital stock of the Transferee consists of 10,000,000 shares of common stock, par value $.01 per share, of which 4,866,000 shares are issued and outstanding and 5,000,000 shares of preferred stock, none of which is issued or outstanding. Upon the delivery at the Closing of the MPA Shares to the Transferors in exchange for

the MVR Shares, the MPA Shares delivered to the Transferors will be duly authorized, validly issued, fully paid and non-assessable, with no personal liability attaching to the ownership thereof.

Section 4.3. Financial Statements and Other Corporate Information. The Transferee has furnished to each of the Transferors copies of the Annual Report to Shareholders of the Transferee for the fiscal year ended March 31, 1996, the Annual Report on Form 10-K of the Transferee for the fiscal year ended March 31, 1996 filed with the Securities and Exchange Commission ("SEC") and the Quarterly Reports on Form 10-Q of the Transferee for each of the fiscal quarters ended June 30, September 30 and December 31, 1996 filed with the SEC. The financial statements of the Transferee contained in the aforesaid reports fairly present the financial position of the Transferee as at the respective dates specified and the consolidated results of operations and cash flows of the Transferee for the respective periods specified, in conformity with United States generally accepted accounting principles consistently applied, subject, in the case of unaudited financial statements, to changes resulting from year-end audit adjustments. None of such reports, as of the respective dates on which they were filed with the SEC, contained any untrue statement of a material fact or failed to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 4.4. Effective Agreement. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of the Transferee and this Agreement constitutes the legal, valid and binding obligation of the Transferee enforceable against the Transferee in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate any provision of the certificate of incorporation or by-laws of the Transferee,

as amended to date, (b) with or without the giving of notice and/or the passage of time, materially violate, conflict with, result in the breach or termination of, constitute a material default under, or result in the creation of any material lien, charge or encumbrance upon any of the assets of the Transferee or its subsidiary pursuant to, any material contract, agreement, indenture, lease or commitment to which the Transferee is a party or by which the Transferee or any of its properties may be bound or (c) materially violate any judgment, decree, order, statute, rule or governmental regulation applicable to the Transferee, except such individual violations, conflicts, breaches, terminations, defaults or liens as would not have a material adverse effect on the financial condition of the Transferee.

Section 4.5. Litigation. There are no actions, suits, proceedings, judgments or decrees existing or, to the knowledge of the Transferee, threatened or proposed against or affecting the Transferee or any of its properties which would result in any material adverse change in the consolidated business, properties or financial condition of the Transferee.

Section 4.6. Absence of Certain Changes. Since March 31, 1996, the Transferee has not suffered any material adverse change in its financial condition, properties or business.

ARTICLE V

Section 5.1. Access to Properties and Records. From and after the date hereof, the Transferors will cause MVR and Unijoh to afford to the officers, attorneys, accountants and other representatives of the Transferee full and free access to such of the premises, properties, personnel, books and records of MVR and Unijoh as the Transferee may reasonably request.

Section 5.2. Certain Restrictions. Each Transferor acknowledges that by his employment with or stock ownership of MVR and Unijoh and prospective stock ownership of MPA that he may have access to confidential information and trade secrets of such entities. Confidential information and trade secrets include, but are not limited to, customer, supplier and client lists, price lists, marketing, distribution and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications, processes, data and information concerning the business of such entities which are not in the public domain. Each Transferor agrees that he will not at any time following the date hereof use or disclose to any third party, trade secrets or confidential information of any such entities, including, but not limited to, confidential information or trade secrets belonging to such entities or their customers and clients or proprietary processes or procedures thereof. Each Transferor agrees that for two years (four years in the case of Mr. Quek) following the date hereof he will not, directly or indirectly, under any circumstances other than at the direction and for the benefit of such entities, engage in or participate in any business activity, including, but not limited to, acting as a director, officer, employee, agent, independent contractor, partner, consultant, licensor or licensee, franchisor or franchisee, proprietor, syndicate member, shareholder or creditor or with a person having any other relationship with any other business, company, firm occupation or business activity, in any geographic area within the United States or southeastern Asia (including Singapore and Malaysia) that is, directly or indirectly, competitive with any business conducted by such entities. Should Mr. Quek own 5% or less of the issued and outstanding shares of a class of securities of a

corporation the securities of which are traded on a United States national securities exchange or in the over-the-counter market, such ownership shall not cause Mr. Quek to be deemed a shareholder under the immediately preceding sentence. Each Transferor agrees that for two years (four years in the case of Mr. Quek) following the date hereof he will not, on his behalf or on behalf of any other business enterprise, directly or indirectly, under any circumstance other than at the direction and for the benefit of such entities, solicit or induce any creditor, customer, supplier, officer, employee or agent of any such entity to sever its relationship with or leave the employ of any such entity. Each Transferor agrees that the nature and scope of the provisions of this
Section 5.2 are reasonable and necessary. If, for any reason, any aspect of the above provisions as it applies to a Transferor is determined by a court of competent jurisdiction to be unreasonable or unenforceable, the provisions shall only be modified to the minimum extent required to make the provisions reasonable and/or enforceable, as the case may be.

ARTICLE VI

The obligations of the Transferee under this Agreement are subject to the satisfaction at or prior to the Closing of each of the following conditions (any of which may be waived by the Transferee in its sole discretion):

Section 6.1. Correctness of Representations and Warranties. All of the representations and warranties of the Transferors contained in this Agreement or otherwise made in writing pursuant to this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at the date of the Closing as though restated and made at such time; all of the terms, covenants and conditions of this Agreement required to be complied with and performed by the Transferors shall have been duly complied with and performed

in all material respects; and the Transferors shall have delivered to the Transferee a certificate signed by M. Marks, R. Marks and Quek, dated the date of the Closing, to the foregoing effect.

Section 6.2. Fairness Opinion. The Transferee shall have received an opinion of Houlihan Lokey, in form and substance satisfactory to the Transferee, to the effect that the terms of the transaction contemplated by this Agreement are fair, from a financial viewpoint, to the shareholders of the Transferee.

Section 6.3. Absence of Litigation. There shall be no action, suit, proceeding, judgment or decree pending before or threatened by any court or governmental agency which would result in any material adverse change in the business, properties or financial condition of either MVR or Unijoh or in which it is sought or threatened to restrain, enjoin or prohibit (or to obtain damages in a material amount in connection with) the consummation of the transaction contemplated hereby.

Section 6.4. Absence of Certain Changes. There shall not have occurred since the date of the MVR Balance Sheet any material casualty (irrespective of any insurance relating thereto) to any of the assets of either MVR or Unijoh or any other material adverse change in the financial condition, properties or business of either MVR or Unijoh.

Section 6.5. Corporate Books; Corporate Approvals. The Transferee shall have received (a) all of the corporate minute books, stock books, stock transfer ledgers, corporate seals and other corporate records of MVR and Unijoh; and (b) such other items and documents as the Transferee may reasonably request and as may be consistent with the purposes of this Agreement.

Section 6.6. Opinions of Counsel. The Transferee shall have received an opinion of counsel to each of MVR and Unijoh substantially in the form attached hereto as Annex A.

Section 6.7. Employment Agreement. MVR, Unijoh and Quek shall have entered into an employment agreement between them substantially in the form attached hereto as Annex B.

ARTICLE VII

The obligations of the Transferors under this Agreement are subject to the satisfaction at or prior to the date of Closing of each of the following conditions (any of which may be waived by the Transferors jointly) in their sole discretion:

Section 7.1. Correctness of Representations and Warranties. All of the representations and warranties of the Transferee contained in this Agreement or otherwise made in writing pursuant to this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects at the date of the Closing as though restated and made at such time; all of the terms, covenants and conditions of this Agreement required to be complied with and performed by the Transferee at or prior to the date of the Closing shall have been duly complied with and performed in all material respects; and the Transferee shall have delivered to the Transferors a certificate signed by the Chief Financial Officer of the Transferee, dated the date of the Closing, to the foregoing effect.

Section 7.2. Absence of Litigation. There shall be no action, suit, proceeding, judgment or decree pending before or threatened by any court or governmental agency which could result in any material adverse change in the business, properties or financial condition of the Transferee or in which it is sought or threatened to restrain, enjoin or prohibit (or to obtain damages in a material amount in connection with) the consummation of the transactions contemplated hereby.

Section 7.3. Fairness Opinion. The Transferee shall have received the opinion of Houlihan Lokey described in Section 6.2 hereof.

Section 7.4. Employment Agreement. MVR, Unijoh and Quek shall have entered into an employment agreement between them substantially in the form attached hereto as Annex B.

ARTICLE VIII

Section 8.1. Investment Undertaking and Lock-Up. Each of M. Marks, R. Marks and Quek confirms his understanding that the shares of MPA Shares to be issued to him pursuant to this Agreement will be "restricted securities" within the meaning of Rule 144 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), and acknowledges that he will acquire such shares for his own account for investment and not with a view to the distribution thereof. Each of M. Marks, R. Marks and Quek severally agrees that he will not sell, transfer or otherwise dispose of any of such shares unless (a) a registration statement under the Act with respect to such shares has become, and is at the time of disposition, effective or (b) in the opinion of counsel for the Transferee, the proposed disposition may be made in accordance with the provisions of such Rule 144 or another exemption from registration without constituting a violation of the Act or of any other applicable federal or state securities laws. Each of M. Marks, R. Marks and Quek further agrees that he may sell one-fourth of the MPA Shares received by him hereunder commencing on the first anniversary of the date hereof and may sell an additional one-fourth of the MPA Shares received by him hereunder commencing on each of the next succeeding three anniversaries of the date of this Agreement (notwithstanding earlier saleability under any applicable securities laws) (the "Lock-Up") and further agrees that the Transferee may place on all certificates representing MPA Shares delivered to them pursuant to this Agreement (or shares issued in replacement thereof) (a) a legend to the effect that the shares represented by such certificates have not been registered under the Act and that the sale, transfer or other disposition of such shares is subject to the provisions of the Act and of this Agreement, a copy of which shall be available for inspection at the office of the Transferee in

Torrance, California, and (b) a legend to the effect that the shares represented by such certificates are subject to the Lock-Up.

Section 8.2. Additional Investment Representations. Each Transferor represents that he is an accredited investor as that term is defined under Regulation D promulgated by the SEC under the Act (or is not a United States person for purposes of applicability of the Act and any rules and regulations thereunder), is financially able to bear the economic risk of this investment, including the ability to afford holding the MPA Shares for an indefinite period or to afford a complete loss of the investment therein, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the MPA Shares, has received and read the financial and other information regarding MPA referred to herein, has been employed by and/or conducted extensive business with MPA for an extended period of time prior to the date hereof, has been given the opportunity to ask questions of, and receive answers from, MPA concerning this transaction and the business and financial condition of MPA, and has made an independent evaluation of the merits of this transaction.

Section 8.3. No Registration Rights. Each Transferor acknowledges and agrees that the Transferee does not grant any registration rights of any kind with respect to the MVR Shares.

ARTICLE IX

Section 9.1. Survival of Representations and Warranties. All representations, warranties and agreements made by the Transferors or the Transferee in this Agreement or in any instrument pursuant hereto shall survive the Closing and any investigation at any time made by or on behalf of such party, provided, however, that no claim shall be asserted by the Transferee against

either of the Transferors or by either of the Transferors against the Transferee for breach of any such representation, warranty or agreement unless the party asserting such claim shall have given written notice of such claim to the party or parties against whom it is asserted on or before the date which is one year after the date of the Closing (except that the foregoing proviso shall not apply to the obligations of the Transferors set forth in Section 5.2 of this Agreement or those of the Transferors and the Transferee set forth in Article VIII of this Agreement).

Section 9.2. Indemnification. (a) Each of the Transferors jointly and severally, shall, on demand, indemnify and hold harmless the Transferee from, and reimburse the Transferee for, any losses, damages, liabilities, deficiencies and expenses (including reasonable attorneys' fees) incurred by the Transferee after the date hereof by reason of, or arising out of, (i) any material misrepresentation, omission of fact or material breach of any representation or warranty contained in this Agreement or in any instrument delivered to the Transferee hereunder on behalf of any Transferor, or (ii) any failure by any Transferor to perform any obligation or duty required to be performed by any of them under any provision of this Agreement. In the event that any claim shall be asserted against the Transferee, MVR or Unijoh by anyone other than a party to this Agreement, which may result in the assertion by the Transferee of a claim under this Section 9.2(a) or otherwise against the Transferors, the Transferee shall notify the Transferors of such claim promptly, and the Transferors shall be given a reasonable opportunity, at their sole expense, to control or, at their option, to participate in, the original defense against or the compromise of such claim. In connection therewith, the Transferee shall cooperate fully with the Transferors and shall make available to the Transferors all pertinent information under the Transferee's control relating thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Transferors shall in no event be liable to the Transferee under this Section 9.2(a) or otherwise under this Agreement until the aggregate damages

sustained by the Transferee shall exceed $50,000 and then only for the damages above $50,000 and (y) in no event shall such liability of any Transferor exceed the value, at Closing, of the MPA Shares received by him pursuant to this Agreement.

(b) The Transferee shall, on demand, indemnify and hold harmless each Transferor from, and reimburse each Transferor for, any losses, damages, liabilities, deficiencies and expenses (including reasonable attorneys' fees) incurred by him after the date hereof by reason of, or arising out of (i) any material misrepresentation, omission of fact or material breach of any representation or warranty contained in this Agreement or in any instrument delivered to him hereunder by the Transferee or (ii) any failure by the Transferee to perform any obligation or duty required to be performed by the Transferee under any provision of this Agreement. In the event that any claim shall be asserted against any Transferor by anyone other than a party to this Agreement which may result in the assertion by any Transferor of a claim under this Section 9.2(b) or otherwise against the Transferee, the Transferors shall notify the Transferee of such claim promptly, and the Transferee shall be given a reasonable opportunity, at its sole expense, to control or, at its option, to participate in the original defense against or the compromise of such claim. In connection therewith, the Transferors shall cooperate fully with the Transferee and shall make available to the Transferee all pertinent information under the Transferors' control relating thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Transferee shall in no event be liable to the Transferors under this Section 9.2(b) or otherwise under this Agreement until the aggregate damages sustained by the Transferors shall exceed $50,000 and (y) in no event shall such liability of the Transferee exceed the value, at Closing, of the MPA Shares transferred to the Transferors at the Closing.

ARTICLE X

Section 10.1. Expenses. Whether or not the transactions contemplated by this Agreement shall be consummated and except as otherwise expressly provided in this Agreement, each of the parties hereto shall pay the fees and expenses of its counsel, accountants and other experts (including Houlihan Lokey in the case of the Transferee) and all other expenses incurred by it in connection with the preparation for, entering into and consummation of the transactions contemplated by this Agreement and all other matters incident thereto.

Section 10.2. Notices. All notices, requests, demands and other communications which are required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or mailing thereof, as the case may be, if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, as follows:

(a) if to any or all of the Transferors, to such parties at any of their respective addresses set forth above, with a copy thereof to William Pollak, Esq., Putney, Twombly, Hall & Hirson, 521 Fifth Avenue, New York, New York 10175; and

(b) if to the Transferee, to Peter Bromberg, Chief Financial Officer, Motorcar Parts & Accessories, Inc., 2727 Maricopa Street, Torrance, California 90503, with a copy thereof to Gary J. Simon, Esq., Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the Americas, New York, New York 10036;

or to such other person or address as any of the parties hereto shall have specified by notice in writing to all other parties hereto.

Section 10.3. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby and supersedes any and all prior agreements and understandings relating to the subject matter hereof. No representation, promise, inducement or statement of intention has been made by any party hereto

which is not embodied in this Agreement or the written statements, certificates, schedules or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged representation, promise, inducement or statement of intention not set forth herein or therein.

Section 10.4. Amendment., Waiver. This Agreement may be amended, modified. superseded or cancelled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument executed by the parties hereto or, in the case of a waiver, by the party waiving compliance.

Section 10.5. Parties in Interest. All of the terms, covenants, representations, warranties and conditions contained in this Agreement shall be binding upon, and shall inure to the benefit of and be enforceable by, the parties hereto and their respective heirs, successors and assigns, but this Agreement and the rights and obligations contained herein shall not be assignable by any of the parties hereto prior to the Closing without the prior written consent of each other party hereto.

Section 10.6. Severability. If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof.

Section 10.7. Delivery of Schedules and Documents. The schedules and documents referred to herein have been delivered and initialed on behalf of the respective parties hereto for identification purposes.

Section 10.8. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the application of the conflicts of law rules thereof.

Section 10.9. Captions. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

Section 10.10. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the date first above written.

/s/ Mel Marks
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MEL MARKS


/s/ Richard Marks
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RICHARD MARKS


/s/ Vincent Quek
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VINCENT QUEK

MOTORCAR PARTS & ACCESSORIES, INC.

By: /s/ Peter Bromberg
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       Peter Bromberg,
       Chief Financial Officer