**AMENDMENT
      NO. 1 TO**




**PURCHASE
      AGREEMENT**




This
      AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “ Amendment
      No. 1 ” **)** is
      entered into as
      of July13,
      20 06
      by and among THULE AB, a company organized under the laws of the Kingdom of
      Sweden (“Purchaser”),
      ADVANCED ACCESSORY HOLDINGS CORPORATION, a Delaware corporation (“AAHC”),
      AAS ACQUISITIONS, LLC, a Delaware limited liability company, CHAAS ACQUISITIONS,
      LLC, a Delaware limited liability company, and VALLEY INDUSTRIES, LLC, a
      Delaware limited liability company (collectively, “Sellers”
      and, together with AAHC and Purchaser, the “Parties”).




W
      I T N E S S E T H :




WHEREAS,
      the Parties entered into the Purchase Agreement, dated as of May 17, 2006 (the
      “ Purchase
      Agreement ”),
      pursuant to which Purchaser agreed to purchase from Sellers, and Sellers agreed
      to sell to Purchaser, upon the satisfaction of certain conditions, the Acquired
      Business; and




WHEREAS,
      the Parties desire to amend the Purchase Agreement, as hereinafter more
      particularly set forth;




NOW,
      THEREFORE, in consideration of the foregoing premises and mutual covenants
      herein contained, the parties hereto do hereby agree as follows:




ARTICLE
      I




DEFINITIONS




Section
      1.01.  Capitalized
      Terms .
      Capitalized terms used and not defined herein have the meanings assigned to
      them
      in the Purchase Agreement.




ARTICLE
      II




AMENDMENTS




Section
      2.01.  Definitions .




a.  Section
      1.1 of the Purchase Agreement shall be amended by inserting the definition
      of
“Additional OpCo Tender Consideration” in alphabetical order as
      follows:




““ Additional
      OpCo Tender Consideration ”
      means an amount equal to one-half of the product of (x) the aggregate principal
      amount of the OpCo Notes tendered before the Consent Payment Deadline (as
      defined in the OpCo Tender documents) and (y) 1.75%”.




b.  Section
      1.1 of the Purchase Agreement shall be amended by deleting the definition of
      “Cash Consideration” in its entirety and replacing it as follows:




““ Cash
      Consideration ”
      means the Base Price minus the sum of (i) the Aggregate OpCo Note Tender Price,
      (ii) 101% of the aggregate outstanding principal balance of the OpCo Notes
      (after giving effect to the OpCo Tender), (iii) the Additional OpCo Tender
      Consideration and (iv) the aggregate outstanding balance (principal and
      interest) of (x) all other outstanding Indebtedness of the Sold Subsidiaries
      as
      of the Closing and (y) all other outstanding Indebtedness included in the
      Assumed Liabilities, subject to adjustment as provided in Section
      2.10.”.




c.  Section
      1.1 of the Purchase Agreement shall be amended by deleting the definition of
      “Closing Cash Payment” in its entirety and replacing it as follows:




““ Closing
      Cash Payment ”
      means (a) the sum of (i) the Base Price plus (ii) if a positive number, the
      Estimated Working Capital Differential, minus (b) the sum of (i) the Aggregate
      OpCo Note Tender Price, (ii) the Additional OpCo Tender Consideration, (iii)
      the
      Estimated Closing Indebtedness, (iv) if a negative number, the absolute value
      of
      the Estimated Working Capital Differential, and (v) the Disclosed Pre-Closing
      Product Related Credit.”.




Section
      2.02.  OpCo
      Tender .
      Section 5.4(b) of the Purchase Agreement shall be hereby amended by deleting
      it
      in its entirety and replacing it as follows:




Sellers
      shall cause AAHC to commence, and thereafter to use commercially reasonable
      efforts to complete, (i) a combined tender offer and consent solicitation in
      respect of the HoldCo Notes (the “ HoldCo
      Tender ”)
      and (ii) a combined tender offer and consent solicitation in respect of the
      OpCo
      Notes (as may be amended from time to time, the “ OpCo
      Tender ”).
      In the HoldCo Tender and the OpCo Tender, the respective offerors will offer
      to
      purchase all of the outstanding Notes to which the tender offer relates on
      terms
      that require tendering noteholders to furnish written consents to amendments
      to
      the HoldCo Indenture (for notes tendered pursuant to the HoldCo Tender) (the
      “ HoldCo
      Indenture Amendments ”)
      and the OpCo Indenture (for notes tendered pursuant to the OpCo Tender) (the
      “ OpCo
      Indenture Amendments ”).
      The terms of the HoldCo Indenture Amendments and the OpCo Indenture Amendments
      shall be substantially as set forth on Schedule 5.4 to this Agreement with
      such
      changes as may reasonably be requested by the trustee under the HoldCo Indenture
      and the trustee under the OpCo Indenture and reasonably acceptable to Purchaser
      and Sellers. The other terms of the HoldCo Tender and the OpCo Tender shall
      be
      reasonably acceptable to Purchaser and shall include any terms reasonably
      requested by Purchaser; *provided* ,
      that under no circumstances shall the price offered in the HoldCo Tender or
      the
      OpCo Tender (including consent solicitation fees) exceed 101% of accreted value
      of the notes (in the case of the HoldCo Tender) or 102.75% of principal amount
      of the notes (in the case of the OpCo Tender). The HoldCo Tender and the OpCo
      Tender shall be commenced promptly (and in any event within five Business Days)
      after Purchaser notifies Sellers that Purchaser expects that the condition
      described in Section 6.1(a) of this Agreement (regarding governmental
      clearances) will be obtained within the following 35 days. The conditions to
      the
      obligations of the offerors to accept and pay for notes tendered in response
      to
      the HoldCo Tender and the OpCo Tender will include (i) a condition that
      sufficient consents shall have been received and not rescinded for the HoldCo
      Indenture Amendments and the OpCo Indenture Amendments to become effective
      when
      the tendered notes are accepted for payment and (ii) a condition that upon
      acceptance of the tendered notes for payment, all of the conditions to
      Purchaser’s obligations under this Agreement (other than the conditions that by
      their terms cannot be satisfied until the Closing) shall have been satisfied
      or
      waived. The parties shall cooperate with each other in respect of the HoldCo
      Tender and the OpCo Tender, and in taking all actions reasonably required to
      cause the HoldCo Indenture Amendments and the OpCo Indenture Amendments to
      become effective, including providing any historical and pro forma financial
      information relating to the Acquired Business that the Sellers or Purchaser
      shall reasonably deem necessary or advisable for inclusion in the HoldCo Tender
      and the OpCo Tender documents and by obtaining confirmation from the HoldCo
      Indenture Trustee and the OpCo Indenture Trustee that the Trustee will execute
      and deliver counterparts of the Indenture supplements and other instruments
      giving effect to the HoldCo Indenture Amendments and the OpCo Indenture
      Amendments when the requisite amount of noteholder consents is obtained pursuant
      to the terms of the HoldCo Tender or the OpCo Tender, as applicable, and by
      causing the delivery to the Trustee of such certificates, legal opinions and
      other materials as the Trustee may require in accordance with the terms of
      the
      applicable Indentures. Sellers (on the one hand) and Purchaser (on the other)
      each shall bear 50% of the costs and expenses (other than the fees and other
      charges of their respective legal counsel and the amounts paid for the tendered
      HoldCo Notes and, other than as provided in this Agreement, OpCo Notes) incurred
      in connection with the HoldCo Tender and the OpCo Tender, including the fees
      payable by AAHC, AAS and AAS Capital Corporation to Jefferies & Company,
      Inc. in its capacity as dealer manager of the Holdco Tender and the OpCo Tender,
      and each promptly shall reimburse the other for such party’s share of those
      costs and expenses, but in no event later than the Closing.”




ARTICLE
      III




MISCELLANEOUS




Section
      3.01.  Headings .
      The headings used in this Amendment No. 1 are for convenience only and are
      not
      to be considered in construing this Amendment No. 1.




Section
      3.02.  Remainder
      of Agreement .
      Except as expressly amended hereby, the Purchase Agreement is in all respects
      ratified and confirmed by all of the parties hereto and the terms thereof shall
      remain in full force and effect, except as expressly provided herein, and no
      waiver or modification of the terms or conditions thereof is intended or to
      be
      inferred; *provided* ,
      that Purchaser hereby acknowledges that the terms of the HoldCo Tender and
      the
      OpCo Tender, dated June 5, 2006, as amended from time to time, are acceptable
      to
      Purchaser and included all terms reasonably requested by Purchaser.




Section
      3.03.  Counterparts .
      This Amendment No. 1 may be executed by manual or facsimile signature in
      counterparts, each of which shall be deemed to be an original but all of which
      when taken together shall constitute one and the same instrument.




Section
      3.04.  Governing
      Law . **THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
      LAW.**




Section
      3.05.  Agreement
      Binding upon Successors and Assigns .
      Except as otherwise specifically provided, this Amendment No. 1 shall inure
      to
      the benefit of and shall be binding upon the successors and assigns of the
      respective Parties hereto.




[Remainder
      of page intentionally left blank]




NYA
          789698.2


IN
      WITNESS WHEREOF, each of the Parties has caused its corporate name to be
      hereunto subscribed by its officer thereunto duly authorized all as of the
      day
      and year first above written.




ADVANCED
                ACCESSORY HOLDINGS CORPORATION
              
              By:/s/
                Ronald J. Gardhouse
              Name:Ronald
                J. Gardhouse
              Title:Executive
                Vice President and Chief Financial OfficerAAS
                ACQUISITIONS, LLC
              
              By:/s/
                Ronald J. Gardhouse
              Name:Ronald
                J. Gardhouse
              Title:Executive
                Vice President and Chief Financial OfficerCHAAS
                ACQUISITIONS, LLC
              
              By:/s/
                Ronald J. Gardhouse
              Name:Ronald
                J. Gardhouse
              Title:Executive
                Vice President and Chief Financial OfficerVALLEY
                INDUSTRIES, LLC
              
              By:/s/
                Ronald J. Gardhouse
              Name:Ronald
                J. Gardhouse
              Title:Executive
                Vice President and Chief Financial OfficerTHULE
                AB
              
              By:/s/
                John Arney
              Name:John
                Arney
              Title:DirectorBy:/s/
                Eric-Joost Ernst
              Name:Eric-Joost
                Ernst
              Title:Director