Amendment #1 To Amended Employment Agreement

AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT ("Amendment No. 1") dated
August 1, 2000 between ADVANCED
ACCESSORY SYSTEMS, LLC, a Delaware
limited liability company (the "Company") and
TERENCE C. SEIKEL (the "Executive").


RECITALS:


WHEREAS, the Executive and the Company are party to an amended and restated employment agreement (the "Employment Agreement") dated as of September 30, 1999.


WHEREAS, each of the Executive and the Company desire to amend the Employment Agreement as set forth herein in order to modify the provisions relating to termination of the Executive.


NOW, THEREFORE, for good an valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:


1. Definitions. Unless otherwise defined herein, all capitalized terms used in this Amendment No. 1 shall have the meaning ascribed to them in the Employment Agreement.


2. Amendment to Section 8. The last sentence of Section 8 is hereby amended to add the following immediately after "(e) resignation":


"(other than a Resignation for Good Reason under the circumstances specified in the final sentence of Section 10(b)."


3. Amendment to Section 10(b). Section 10(b) is hereby amended by deleting it and replacing it with the following:


"(b) Upon the termination of the Executive's employment hereunder due to a Termination Without Cause, neither the Executive nor his beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right to receive (i) the amounts set forth in Section 10(a), (ii) the prorated portion of any bonus earned by the Executive in such year under any Company incentive compensation pla ...