EMPLOYMENT AGREEMENT

This Employment Agreement (Agreement) is entered into as of July 1, 2002 by and between Barry C. Kohn, an individual (Executive), and Aftermarket Technology Corp., a Delaware corporation (the Company or ATC).  For purposes of this Agreement, unless the context otherwise requires, references to the Company shall include all subsidiaries of the Company and any successor corporation or corporations which may be the eventual successor to the present future business and/or assets of the Company.  All capitalized terms used in this Agreement without definition will have the meanings set forth in Section 6(f).

1.  EMPLOYMENT BY THE COMPANY AND INITIAL EMPLOYMENT TERM.

(a)  FULL TIME AND BEST EFFORTS.  Subject to the terms set forth herein, the Company agrees to employ Executive during the Initial Employment Term (as defined in Section 1(d)) as Chief Financial Officer of the Company and Executive hereby accepts such employment.  In addition, during the Initial Employment Term Executive shall serve as Chief Financial Officer of ACI Electronics Investment Corp., Aarons Automotive Products, Inc., ACI Electronics Holding Corp., ATC Information Services, Inc., ATS Remanufacturing, Inc., Autocraft Industries, Inc., Autocraft Remanufacturing Corp., Component Remanufacturing Specialists, Inc. and other subsidiaries expected to result from future acquisitions.  During the Initial Employment Term, Executive shall devote his full time, best efforts and attention to the performance of his duties hereunder and to the business and affairs of the Company and will not engage in any other employment or business activities for any direct or indirect remuneration.  During the Initial Employment Term and the Extended Employment Term (as defined in Section 5(a), and together with the Initial Employment Term, the Employment Term), Executive will not engage in any employment or business activities that would be directly harmful or detrimental to, or that may compete with, the business and affairs of the Company or any of its subsidiaries, or that would interfere with his duties hereunder.

(b)  DUTIES.  During the Initial Employment Term, Executive shall serve in an executive capacity and shall perform such duties as are customarily associated with his then current title, consistent with the Bylaws of the Company and as required by the Companys Board of Directors (the Board).  During the Initial Employment Term, Executive agrees to devote his entire professional time, energies and skills to his employment hereunder (reasonable vacations and absences because of illness excepted).

(c)  COMPANY POLICIES.  The relationship between the parties during the Employment Term shall be governed by, and Executive agrees to abide by, the general employment policies and practices of the Company as in effect from time to time (all of which are incorporated herein by reference), including but not

limited to those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this Agreement shall control.

(d)  INITIAL EMPLOYMENT TERM.  The Initial Employment Term of Executive under this Agreement is defined as the period commencing on the date hereof and ending on (i) January 28, 2004, (ii) such date as this Agreement may be terminated pursuant to Section 6, (iii) such date as the Initial Term may be extended to pursuant to Section 1(e), or (iv) the date of conversion of the Initial Employment Term to the Extended Employment Term as provided in Sections 5(a).

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