Management Consulting

MANAGEMENT CONSULTING
AGREEMENT dated as of
September 28, 1995, between
ADVANCED ACCESSORY SYSTEMS,
LLC, a Delaware limited
liability company (the
"Company"), and F. ALAN
SMITH (the "Consultant").


Reference is made to the Asset Purchase Agreement dated as of September 28, 1995, as amended (the "Purchase Agreement"), among MascoTech, Inc., a Delaware corporation ("MascoTech"), the Company and the other parties thereto. Pursuant to the Purchase Agreement, the Company has acquired substantially all of the assets of the Accessories Group of MascoTech Automotive Systems Group, Inc. and MascoTech Industrial Components, Inc.


The Company desires to retain the Consultant to perform management consulting services for the Company and its parent company AAS Holdings, LLC (the "Parent"), and the Consultant desires to perform such management consulting services for the Company and the Parent, in each case, upon the terms and conditions hereinafter set forth.


NOW, THEREFORE, in consideration of the mutual covenants and obligations hereinafter set forth, 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, upon the terms and conditions hereinafter set forth. The Consultant shall perform all such services as an independent contractor to the Company and not as an employee, agent or representative of the Company.


SECTION 2. TERM. The retention of the Consultant hereunder shall be for a period commencing on the date hereof (the "Commencement Date") and ending at the end of the eighteenth month after the date hereof 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 such eighteenth month for successive six-month periods unless the Company shall give the Consultant notice to terminate such retention no later than 30 days prior to the commencement of any such six-month 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. During the Term, the Consultant shall serve as the Chairman of the Board of Managers of the Company and the Parent and shall advise the Company concerning such matters that relate to the business and affairs of the Company and its affiliates, in each case as the Company shall reasonably request, and shall perform such duties as are consistent therewith as the Board of Managers of the Company (the "Board") shall designate. Following the Termination Date, the Consultant shall continue to serve on such Boards in accordance with the provisions of the Members Agreement of even date herewith among the Parent, the Consultant and the other parties named therein.


SECTION 4. TIME TO BE DEVOTED TO SERVICES. During the Term, the Consultant shall devote no less than five business days per month to the business of the Company, its subsidiaries and the Parent.


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 $150,000, payable in equal monthly installments.


(b) During the Term, the Consultant shall be eligible to participate in incentive compensation or bonus plans that the Board has implemented for its senior executives which will generally provide the Consultant the opportunity to receive an annual cash bonus in the range of 30-50% of the Base Fee subject to the achievement by ...