Management Consulting Agreement

MANAGEMENT CONSULTING AGREEMENT dated
as of July 2, 1997, between ADVANCED
ACCESSORY SYSTEMS CANADA INC./LES SYSTEMES
D'ACCESSOIRE ADVANCED CANADA INC., a
corporation existing under the laws of
Quebec (the "Company") and LES PLACEMENTS
JEAN MAYNARD INC., a corporation existing
under the laws of Canada (the
"Consultant").


Reference is made to the Asset Purchase Agreement dated as of the date hereof (as amended, the "Purchase Agreement"), among Bell Sports Corp., a Delaware corporation ("Bell Sports"), Bell Sports Canada Inc., a corporation existing under the laws of Quebec ("Bell Canada"), and the Company. Pursuant to the Purchase Agreement, the Company has acquired substantially all of the assets of the SportRack division of Bell Canada.


WHEREAS the Company desires to retain the Consultant to perform management consulting services for the Company and the Consultant desires to perform such management consulting services for the Company upon the terms and conditions hereinafter set forth;


NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


SECTION 1. RETENTION OF CONSULTANT.


The Company hereby retains the Consultant as a consultant, and the Consultant hereby accepts such retention by the Company, and hereby agrees to perform such services for the Company in respect of its business, as directed by the Board of Directors of the Company ("the Board").


SECTION 2. TERM.


The retention of the Consultant hereunder shall be for a period (the "Initial Period") commencing on the date hereof (the "Commencement Date") and ending on June 30, 2000 or such earlier date upon which the retention of the Consultant shall terminate in accordance with the provisions hereof. Unless terminated earlier in accordance with the provisions hereof, the retention of the Consultant hereunder shall continue after the end of the Initial Period for an additional two (2) year period upon thirty (30) days written notice to the Company prior to the termination of the Initial Period from the Consultant and, if the Consultant has so exercised its right to renew its retention for such additional two (2) year period, for successive one (1) year periods unless the Company or the Consultant shall give the other party written notice to terminate such retention no later than thirty (30) days prior to the commencement of any such one (1) year period. The period commencing on the Commencement Date and ending on the date of termination of the Consultant's retention hereunder shall be called the "Term", and the date on which the Consultant's retention hereunder shall terminate shall be called the "Termination Date".


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SECTION 3. DUTIES.


(a) The Consultant hereby acknowledges and agrees that it is an
essential condition of this Agreement that the Consultant make available
to the Company the services of an individual to be jointly designated in
writing by the Consultant and the Company (the "Designated Person") in
connection with the Consultant's performance of its services hereunder.
The Consultant shall make the Designated Person available to provide such
services throughout the Term and, subject to Section 3(b), on a full-time
basis.


(b) The Consultant covenants and agrees that it shall, and shall
cause the Designated Person to, faithfully and diligently serve the
Company during the Term and act in all respects as a good manager and
administrator of the affairs of the Company, and shall, and shall cause
the Designated Person to, use its/his best efforts to promote and advance
the interests of the Company and, in particular, to increase the profits
thereof. The Consultant shall cause the Designated Person to devote
substantially all of his business time, attention and ability to the
business of the Company and to be subject to and abide by the polices and
procedures generally applicable to employees of the Company and/or any of
its affiliates.


(c) During the Term, the Designated Person shall serve as the
President of the Company and shall advise the Company concerning such
matters that relate to the business and affairs of the Company and its
affiliates as the Company shall reasonably request, and shall perform
such duties as are consistent therewith as the Board shall designate.


SECTION 4. [INTENTIONALLY OMITTED]


SECTION 5. COMPENSATION.


(a) The Company (or, at the Company's option, any subsidiary or
affiliate thereof) shall pay to the Consultant an annual consulting fee
(the "Base Fee") during the Term of one hundred and seventy-six thousand
Canadian dollars (Cnd. $176,000), payable in equal monthly installments,
plus all applicable "GST" and "QST" (as such terms are defined in the
Purchase Agreement).


(b) During the Term, the Consultant shall be eligible to
participate in incentive compensation or bonus plans that the Board
shall implement for the Consultant, which will generally provide the
Consultant the opportunity to receive an annual cash bonus in the range
of up to fifty percent (50 %) of the Base Fee, subject to the achievement
by the Consultant of performance goals established by the Board in its
sole discretion.


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SECTION 6. BUSINESS EXPENSES: BENEFITS.


The Company (of, at the Company's option, any subsidiary or affiliate thereof) shall reimburse the Consultant, in accordance with its practice from time to time, for all reasonable and necessary documented expenses and other disbursements incurred by the Designated Person for or on behalf of the Company in the performance of the Consultant's duties hereunder.


SECTION 7. INVOLUNTARY TERMINATION.


(a) If the Designated Person is incapacitated or disabled in a
manner that would prevent him from performing the Consultant's duties
hereunder for a period of one hundred and eighty (180) consecutive days,
the Term and the retention of the Consultant under this Agreement shall
cease and the Company shall have no further obligation hereunder.


(b) If the Designated Person dies during the Term, the Term and the
Consultant's retention hereunder shall cease as of the date of the
Designated Person's death and the Company shall have no further
obligation hereunder.


SECTION 8. TERMINATION FOR CAUSE.


The Company may terminate the Term and the retention of the Consultant hereunder at any time for Cause (as hereinafter defined) (such termination being referred to herein as a "Termination For Cause") by giving the Consultant written notice of such termination, effective immediately upon the giving of such notice to the Consultant. As used in this Agreement, "Cause" means (a) the Designated Person's (i) commission of an act (x) constituting a felony or (y) involving fraud, theft or dishonesty which is not a felony and which materially and adversely affects the Company or could reasonably be expected to materially and adversely affect the Company, (ii) repeated failure to be reasonably available to perform the Consultant's duties, which, if curable, shall not have been cured within ten (10) business days of written notice thereof from the Company, (iii) repeated failure to follow the lawful directions of the Company, which, if curable, shall not have been cured within ten (10) business days of written notice thereof from the Company, (iv) material breach of any agreement with the Company (including the noncompete provisions set forth in Section 14 hereof) which, if curable, shah not have been cured within ten (10) business days of written notice thereof from the Company, (v) the resignation from, or termination for any reason whatsoever by, the Consultant or the Designated Person, or (b) the sale of all or substantially all of the assets of the Consultant or the occurrence of a Change ...