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


                                               By:
                                                     --------------------------
                                                     Name:
                                                     Title:



                                                     --------------------------
                                                     Richard Marks



                                      -2-