Exhibit 10.9 Letter Agreement


    


    Exhibit
      10.9

    


    


    June
      15,
      2005

    


    


    


    David
      J.
      Webster

    101
      S.
      Hanley Road, Suite 400

    St.
      Louis, MO 63105

    


    Dear
      Dave:

    


    Reference
      is hereby made to that certain Amended and Restated Executive Employment
      Agreement dated as of January 31, 2003 by and among Viasystems Group, Inc.
      (“Group” and, together with its subsidiaries parties thereto, “Viasystems”) and
      David J. Webster (“Employee”). Group is currently exploring the sale of the wire
      harness division (the “Division”). In connection therewith, Employee and Wire
      Harness Industries, Inc. entered into an agreement (the “Harness Agreement”)
      dated as of June _15_,
      2005.

    


    Upon
      the
      completion of the sale of the Division, the Harness Agreement becomes
      effective.

    


    In
      good
      and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, Employee and Viasystems agree as follows:

    


    1. Employment
      Agreement Payout.
      Upon
      completion of the sale of the Division, Viasystems’ obligation under the terms
      and conditions of the Employment Agreement (other than Sections 2(d) and (e)
      which shall survive) shall terminate in exchange for the payment by Viasystems
      to Employee of an amount equal to the product of (a) one half of the purchase
      price multiple (based on the Division’s adjusted 2004 stand alone EBITDA and the
      gross sale price) received by Viasystems and (b) Employee’s current annual
      salary and bonus opportunity under the Employment Agreement less Employee’s
      annual salary and bonus under the Harness Agreement.

    


    2. Transaction
      Bonus.
      In the
      event the sale of the Division is consummated, Employee shall be entitled to
      receive a transaction bonus determined based on the gross proceeds received
      in
      connection with such sale of the Division. Such transaction bonus shall be
      determined as a percentage of Employee’s base salary ($470,000) as follows (pro
      rated for amounts between the following threshold amounts):

     

    
      	
              Gross
                Proceeds

              (Millions)

            	
              Transaction
                Bonus 

              (%
                of Annual Base Salary)

            
	
              $275

            	
              25%

            
	
              300

            	
              50%

            
	
              325

            	
              75%

            
	
              340

            	
              100%

            
	
              350

            	
              125%

            
	
              375

            	
              175%

            
	
              400

            	
              200%

            


    

    


    The
      aggregate transaction bonus determined in accordance with the preceding
      provisions will be payable by the Company on the date the sale of the Division
      is consummated. Notwithstanding the foregoing, the Employee shall only be
      entitled to receive the applicable transaction bonus payment if the Employee
      is
      employed by the Division on the designated date for such payment, provided
      that
      such payment shall nonetheless be payable to the Employee if the Employee was
      previously terminated by the Company other than for Cause (as defined in the
      Harness Agreement) or the Employee terminates his employment for Good Reason
      (as
      defined in the Harness Agreement). For purposes of the foregoing, “gross
      proceeds” shall mean the sum of (1) the cash purchase price paid by the
      acquirer, (2) the fair value, as determined in good faith by the board of
      directors of the Parent, of any noncash consideration paid by the acquirer,
      and
      (3) the sum of all indebtedness for borrowed money of the Division assumed
      by
      the acquirer. Gross proceeds shall not be reduced or offset by any fees incurred
      by any third party retained by the Company or an affiliate of the Company to
      render professional services related to the Division sale process.

    


    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              By:
                /s/ David M. Sindelar

            
	 	
              Name:

            	
              David
                M. Sindelar

            
	 	
              Title:

            	
              Chief
                Executive Officer

            


    

    


    


    Acknowledged
      and accepted as

    of
      the
      date first written above

    


    
      	
              /s/
                David J. Webster

            	 
	
              David
                J. Webster