Exhibit 10.1

                              AMENDED AND RESTATED
                                  SECTIONS OF
                           AIP STOCKHOLDERS AGREEMENT

      3.1. Restrictions on Transfer.  Subject to compliance with the limitations
on the rights of AIP to freely  Transfer  Equity  Securities of HHI set forth in
this  Article 3 (together  with any  limitations  which may arise from any other
agreement  to which AIP is subject or  applicable  federal and state  securities
laws), AIP may sell, pledge, hypothecate,  transfer, assign or otherwise dispose
of (a  "Transfer")  any of its remaining  shares of Common Stock or other Equity
Security to any Person at any time.  Notwithstanding  anything else contained in
this Agreement, AIP may Transfer any Equity Security to an Affiliate of AIP, but
only if such  Affiliate,  before the  consummation of the Transfer,  agrees,  in
writing,  to be bound by this  Agreement.  Any  transferee  of AIP other than an
Affiliate  shall be released from the  obligations  set forth in this Agreement:
provided,  however,  any transferee that receives shares from AIP in a privately
negotiated  transaction and not in a market  transaction  prior to the Effective
Date, shall be bound by this Agreement until the day immediately  following such
Effective Date.  Notwithstanding  anything else contained in this Agreement, the
provisions of this Article 3 will not apply to any Common Stock acquired by John
W.  Adams as the  result  of any  exercise  of  existing  options  or  warrants.
Notwithstanding  anything  else  contained  herein  to the  contrary,  until the
Effective Date,  other than  open-market  sales, AIP may not Transfer any Equity
Securities of HHI unless the transferee  thereof has provided a signed affidavit
indicating  that such  person is a U.S.  citizen  within the  meaning of Section
40102(a)(15) of the Transportation Act (49 U.S.C. Section 40101, ET SEQ.,).

      3.2 Right of First Offer.  If at any time after December 22, 2004, AIP has
a bona fide intent to complete a Transfer  with  respect to any shares of Common
Stock  owned by AIP,  AIP shall  first give the Buyer a right of first  offer to
purchase the shares of Common Stock that AIP wishes to Transfer. AIP shall do so
by notifying  Larry  Hershfield (an  "Intention to Sell") of AIP's  intention to
Transfer its shares of Common  Stock.  Thereafter,  AIP shall  negotiate in good
faith for the sale of its shares of Common  Stock with the Buyer for a period of
one hour. During the one hour period following receipt of the Intention to Sell,
AIP shall not engage in any


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discussions,  written or oral,  regarding  the  Transfer of its shares of Common
Stock  with any other  person or  entity.  If at the end of the one hour  period
after  receipt of the  Intention to Sell,  the parties have been unable to reach
agreement as to the terms of such purchase,  AIP shall be free to negotiate with
third  parties  for the sale of such  shares of Common  Stock,  and  subject  to
Section 3.3 below hereof,  may enter into  agreements  with respect to same. AIP
and Buyer shall  consummate  any purchase of Common Stock agreed upon during the
one hour period within three (3) days of such agreement to purchase.

      3.3 Right of First  Refusal.  Prior to entering into any Transfer with any
potential  transferee (a  "Transferee"),  AIP shall first offer to the Buyer the
right to purchase all of the shares of Common Stock  proposed to be  Transferred
in accordance with the following provisions:

      (a) If AIP receives (i) a bona fide written  offer to purchase all or part
of its shares of Common Stock (a "Bona Fide  Offer") from a Transferee  that AIP
desires to accept,  or (ii) a bona fide written  acceptance from a Transferee of
AIP's  offer to sell all or part of its  shares  of Common  Stock (a "Bona  Fide
Acceptance"),  then AIP shall, not later than two (2) days after receipt of such
Bona Fide  Offer or Bona Fide  Acceptance,  deliver  written  notice  thereof (a
"First  Refusal  Notice") to the Buyer. A First Refusal Notice in respect of any
shares of Common  Stock  shall:  (i)  identify  the  Transferee;  (ii) state the
aggregate  purchase  price for such  shares  of  Common  Stock to be paid by the
Transferee  (if such purchase  price is to be paid by delivery of property other
than cash,  such price shall be the fair market value of such  property and such
notice shall state AIP's  estimate of the fair market  value of such  property);
(iii) summarize all material terms and conditions of the Bona Fide Offer or Bona
Fide Acceptance and all other transactions and agreements directly or indirectly
conditioned  upon or  otherwise  related to the purchase of the shares of Common
Stock by the  Transferee;  and (iv) be  accompanied by a certificate of AIP or a
duly authorized  officer of AIP certifying that the information set forth in the
First Refusal  Notice is true,  correct and complete in all respects to the best
of his or her knowledge and that the Bona Fide Offer or Bona Fide  Acceptance is
a result of arm's-length


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offer and has not been made or  otherwise  effected for the purpose of avoiding,
evading,  circumventing or otherwise  adversely affecting the right of the Buyer
to  purchase  the shares of Common  Stock  pursuant  to the  provisions  of this
Section 3.3.

      (b) For a period of twenty four (24) hours following  receipt by the Buyer
of a First Refusal Notice (the "First Refusal Period"),  the Buyer may elect, by
the  delivery of written  notice of such  election  to AIP (the  "First  Refusal
Election  Notice") within such First Refusal Period,  to purchase all the shares
of Common  Stock at a price  equal to the  price set forth in the First  Refusal
Notice  and on the terms  and  conditions,  including  the  manner  of  payment,
described in the First Refusal  Notice and in the  accompanying  materials.  The
rights  afforded to the Buyer  pursuant to this  Section 3.3 may be exercised by
the Buyer or may be assigned by it to an entity  wholly  owned by the Buyer,  in
which case each  reference  to the Buyer in this  Section 3.3 shall be deemed to
include such assignee.

      (c) If the Buyer duly and timely delivers a First Refusal  Election Notice
to AIP in  respect  of all of the  shares of Common  Stock  subject to the First
Refusal Notice during the First Refusal  Period,  then AIP shall be obligated to
sell all such  shares  of Common  Stock to the  Buyer,  and the  Buyer  shall be
obligated to purchase  all such shares of Common Stock from AIP,  free and clear
of all liens, claims, charges or security interests.  The purchase of any shares
of Common Stock by the Buyer shall be  consummated on or before the tenth (10th)
day after the First Refusal  Election Notice is received by AIP or on such other
date as AIP and the Buyer may agree.

      (d) If the Buyer does not duly and timely deliver a First Refusal Election
Notice to AIP in respect of any shares of Common Stock, or if the Buyer fails to
close such purchase as required by the date set forth in Subsection 3.3 (c), AIP
shall have the right to enter into an  agreement  to sell such  shares of Common
Stock to the Transferee by a date not later than fifteen (15) Days after (i) the
expiration of the First Refusal Period in respect of such shares of Common Stock
or (ii) the date of the  failure to close such  purchase at a price and on terms
which are in strict  accordance  with the price and terms  included  in the Bona
Fide Offer or Bona Fide


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Acceptance (except for variations in immaterial terms and conditions of the Bona
Fide Offer or Bona Fide  Acceptance  which are neither  individually  nor in the
aggregate more favorable to the Transferee  than those  originally  contained in
the Bona Fide Offer or Bona Fide Acceptance).

      (e) This  Section 3.3 shall only apply to  privately  negotiated  sales of
AIP's Common Stock and shall not apply to sales of AIP's Common Stock to be sold
in market transactions.


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