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Exhibit 10.41  


 
  SECURITY AGREEMENT    
  


        1.    THE
SECURITY. The undersigned, Motorcar Parts & Accessories, Inc. ("the Pledgor") hereby assigns and grants to Bank of America, N.A. ("the Bank") a security
interest in the following described property now owned or hereafter acquired by the Pledgor ("Collateral"): 



        (a)  All
accounts, contract rights, chattel paper, instruments, deposit accounts, and general intangibles, including all amounts due to the Pledgor from a factor; and all
returned or repossessed goods which, on sale or lease, resulted in an account or chattel paper. 


        (b)  All
inventory, including all materials, work in process and finished goods. 


        (c)  All
equipment and fixtures of every type. 



        (d)  All
of the Pledgor's deposit accounts with the Bank. The Collateral shall include any renewals or rollovers of the deposit accounts, any successor accounts, and any
general intangibles and choses in action arising therefrom or related thereto. 


        (e)  All
instruments, notes, chattel paper, documents, and certificates of deposit of every type. The Collateral shall include all liens, security agreements, leases and
other contracts securing or otherwise relating to the foregoing. 


        (f)    All
general intangibles, including, but not limited to, (i) all patents, and all unpatented or unpatentable inventions; (ii) all trademarks, service marks,
and trade names; (iii) all copyrights and literary rights; (iv) all computer software programs; (v) all mask works of semiconductor chip products; (vi) all trade secrets,
proprietary information, customer lists, manufacturing, engineering and production plans, drawings, specifications, processes and systems. The Collateral shall include all good will connected with or
symbolized by any of such general intangibles; all contract rights, documents, applications, licenses, materials and other matters related to such general intangibles; all tangible property embodying
or incorporating any such general intangibles; and all chattel paper and instruments relating to such general intangibles. 


        (g)  All
negotiable and nonnegotiable documents of title covering any Collateral. 


        (h)  All
accessions, attachments and other additions to the Collateral, and all tools, parts and equipment used in connection with the Collateral. 


        (i)    All
substitutes or replacements for any Collateral, all cash or non-cash proceeds, product, rents and profits of any Collateral, all income, benefits and
property receivable on account of the Collateral, all rights under warranties and insurance contracts covering the Collateral, and any causes of action relating to the Collateral. 



        (j)    All
books and records pertaining to any Collateral, including but not limited to any computer-readable memory and any computer hardware or software necessary to process
such memory ("Books and Records"). 




        2.    THE
INDEBTEDNESS. The Collateral secures and will secure all Indebtedness of the Pledgor to the Bank. For the purposes of this Agreement, "Indebtedness" means all loans
and advances made by the Bank to the Pledgor and all other obligations and liabilities of the Pledgor to the Bank, whether now existing or hereafter incurred or created, whether voluntary or
involuntary, whether due or not due, whether absolute or contingent, or whether incurred directly or acquired by the Bank by assignment or otherwise, and including any obligation or liability arising
pursuant to any derivative or hedge transaction of any kind entered into with the Bank and/or any affiliate of the Bank. 


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        3.    PLEDGOR'S
COVENANTS. The Pledgor represents, covenants and warrants that unless compliance is waived by the Bank in writing: 



        (a)  The
Pledgor will properly preserve the Collateral; defend the Collateral against any adverse claims and demands; and keep accurate Books and Records. 


        (b)  Pledgor's
chief executive office is located, in the state specified on the signature page hereof. In addition, Pledgor is incorporated in or organized under the laws of
the state specified on such signature page. Pledgor shall give Bank at least thirty (30) days notice before changing its residence or its chief executive office or state of incorporation or
organization. The Pledgor will notify the Bank in writing prior to any change in the location of any Collateral, including the Books and Records. 



        (c)  The
Pledgor will notify the Bank in writing prior to any change in the Pledgor's name, identity or business structure. 


        (d)  Unless
otherwise agreed, the Pledgor has not granted and will not grant any security interest in any of the Collateral except to the Bank, and will keep the Collateral
free of all liens, claims, security interests and encumbrances of any kind or nature except the security interest of the Bank. 


        (e)  The
Pledgor will promptly notify the Bank in writing of any event which affects the value of the Collateral, the ability of the Pledgor or the Bank to dispose of the
Collateral, or the rights and remedies of the Bank in relation thereto, including, but not limited to, the levy of any legal process against any Collateral and the adoption of any marketing order,
arrangement or procedure affecting the Collateral, whether governmental or otherwise. 


        (f)    The
Pledgor shall pay all costs necessary to preserve, defend, enforce and collect the Collateral, including but not limited to taxes, assessments, insurance premiums,
repairs, rent, storage costs and expenses of sales, and any costs to perfect the Bank's security interest. Without waiving the Pledgor's default for failure to make any such payment, the Bank at its
option may pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insurance of the Collateral, and such payments shall be a part of the Indebtedness and bear interest
at the rate set out in the Indebtedness. The Pledgor agrees to reimburse the Bank on demand for any costs so incurred. 


        (g)  Until
the Bank exercises its rights to make collection, the Pledgor will diligently collect all Collateral. 


        (h)  If
any Collateral is or becomes the subject of any registration certificate, certificate of deposit or negotiable document of title, including any warehouse receipt or
bill of lading, the Pledgor shall immediately deliver such document to the Bank, together with any necessary endorsements. 



        (i)    The
Pledgor will not sell, lease, agree to sell or lease, or otherwise dispose of any Collateral except with the prior written consent of the Bank; provided, however,
that the Pledgor may sell inventory in the ordinary course of business. 


        (j)    The
Pledgor will maintain and keep in force insurance covering the Collateral against fire and extended coverages, to the extent that any Collateral is of a type which
can be so insured. Such insurance shall require losses to be paid on a replacement cost basis, be issued by insurance companies acceptable to the Bank and include a loss payable endorsement in favor
of the Bank in a form acceptable to the Bank. 


        (k)  The
Pledgor will not attach any Collateral to any real property or fixture in a manner which might cause such Collateral to become a part thereof unless the Pledgor
first obtains the 



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written consent of any owner, holder of any lien on the real property or fixture, or other person having an interest in such property to the removal by the Bank of the Collateral from such real
property or fixture. Such written consent shall be in form and substance acceptable to the Bank and shall provide that the Bank has no liability to such owner, holder of any lien, or any other person. 


        (l)    Exhibit A
to this Agreement is a complete list of all patents, trademark and service mark registrations, copyright registrations, mask work registrations, and all
applications therefor, in which the Pledgor has any right, title, or interest, throughout the world. The Pledgor will promptly notify the Bank of any acquisition (by adoption and use, purchase,
license or otherwise) of any patent, trademark or service mark registration, copyright registration, mask work registration, and applications therefor, and unregistered trademarks and service marks
and copyrights, throughout the world, which are granted or filed or acquired after the date hereof or which are not listed on the Exhibit. The Pledgor authorizes the Bank, without notice to the
Pledgor, to modify this Agreement by amending the Exhibit to include any such Collateral. 


        (m)  The
Pledgor will, at its expense, diligently prosecute all patent, trademark or service mark or copyright applications pending on or after the date hereof, will maintain
in effect all issued patents and will renew all trademark and service mark registrations, including payment of any and all maintenance and renewal fees relating thereto. The Pledgor also will promptly
make application on any patentable but unpatented inventions, registerable but unregistered trademarks and service marks, and copyrightable but uncopyrighted works. The Pledgor will at its expense
protect and defend all rights in the Collateral against any claims and demands of all persons other than the Bank and will, at its expense, enforce all rights in the Collateral against any and all
infringers of the Collateral. The Pledgor will not license or transfer any of the Collateral except with the Bank's prior written consent. 




        4.    ADDITIONAL
OPTIONAL REQUIREMENTS. The Pledgor agrees that the Bank may at its option at any time, whether or not the Pledgor is in default: 



        (a)  Require
the Pledgor to deliver to the Bank (i) copies of or extracts from the Books and Records, and (ii) information on any contracts or other matters
affecting the Collateral. 


        (b)  Examine
the Collateral, including the Books and Records, and make copies of or extracts from the Books and Records, and for such purposes enter at any reasonable time
upon the property where any Collateral or any Books and Records are located. 


        (c)  Require
the Pledgor to deliver to the Bank any instruments or chattel paper which are part of the Collateral. 


        (d)  Notify
any account debtors, any buyers of the Collateral, or any other persons of the Bank's interest in the Collateral. 




        5.    DEFAULTS.
Any one or more of the following shall be a default hereunder: 



        (a)  Any
Indebtedness is not paid when due, or any default occurs under any agreement relating to the Indebtedness. 


        (b)  The
Pledgor breaches any term, provision, warranty or representation under this Agreement, or under any other obligation of the Pledgor to the Bank. 



        (c)  Any
custodian, receiver or trustee is appointed to take possession, custody or control of all or a substantial portion of the property of the Pledgor or of any guarantor
or other party obligated under any Indebtedness. 


        (d)  The
Pledgor or any guarantor or other party obligated under any Indebtedness becomes insolvent, or is generally not paying or admits in writing its inability to pay its
debts as they 



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become due, fails in business, makes a general assignment for the benefit of creditors, dies, or commences any case, proceeding or other action under any bankruptcy or other law for the relief of, or
relating to, debtors. 


        (e)  Any
case, proceeding or other action is commenced against the Pledgor or any guarantor or other party obligated under any Indebtedness under any bankruptcy or other law
for the relief of, or relating to, debtors. 


        (f)    Any
involuntary lien of any kind or character attaches to any Collateral, except liens for taxes not due. 



        (g)  Any
financial statements, certificates, schedules or other information now or hereafter furnished by the Pledgor to the Bank proves false or incorrect in any material
respect. 




        6.    BANK'S
REMEDIES AFTER DEFAULT. In the event of any default, the Bank may do any one or more of the following: 



        (a)  Declare
any Indebtedness immediately due and payable, without notice or demand. 


        (b)  Enforce
the security interest given hereunder pursuant to the Uniform Commercial Code and any other applicable law. 



        (c)  Enforce
the security interest of the Bank in any deposit account of the Pledgor maintained with the Bank by applying such account to the Indebtedness. 


        (d)  Require
the Pledgor to obtain the Bank's prior written consent to any sale, lease, agreement to sell or lease, or other disposition of any Collateral consisting of
inventory, other than in the ordinary course of business. 


        (e)  Require
the Pledgor to segregate all collections and proceeds of the Collateral so that they are capable of identification and deliver daily such collections and
proceeds to the Bank in kind. 


        (f)    Require
the Pledgor to direct all account debtors to forward all payments and proceeds of the Collateral to a post office box under the Bank's exclusive control. 


        (g)  Require
the Pledgor to assemble the Collateral, including the Books and Records, and make them available to the Bank at a place designated by the Bank. 


        (h)  Enter
upon the property where any Collateral, including any Books and Records, are located and take possession of such Collateral and such Books and Records, and use
such property (including any buildings and facilities) and any of the Pledgor's equipment, if the Bank deems such use necessary or advisable in order to take possession of, hold, preserve, process,
assemble, prepare for sale or lease, market for sale or lease, sell or lease, or otherwise dispose of, any Collateral. 


        (i)    Demand
and collect any payments on and proceeds of the Collateral. In connection therewith the Pledgor irrevocably authorizes the Bank to endorse or sign the Pledgor's
name on all checks, drafts, collections, receipts and other documents, and to take possession of and open the mail addressed to the Pledgor and remove therefrom any payments and proceeds of the
Collateral. 


        (j)    Grant
extensions and compromise or settle claims with respect to the Collateral for less than face value, all without prior notice to the Pledgor. 


        (k)  Use
or transfer any of the Pledgor's rights and interests in any Intellectual Property now owned or hereafter acquired by the Pledgor, if the Bank deems such use or
transfer necessary or advisable in order to take possession of, hold, preserve, process, assemble, prepare for sale or lease, market for sale or lease, sell or lease, or otherwise dispose of, any
Collateral. The Pledgor 



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agrees that any such use or transfer shall be without any additional consideration to the Pledgor. As used in this paragraph, "Intellectual Property" includes, but is not limited to, all trade
secrets, computer software, service marks, trademarks, trade names, trade styles, copyrights, patents, applications for any of the foregoing, customer lists, working drawings, instructional manuals,
and rights in processes for technical manufacturing, packaging and labeling, in which the Pledgor has any right or interest, whether by ownership, license, contract or otherwise. 



        (l)    Have
a receiver appointed by any court of competent jurisdiction to take possession of the Collateral. The Pledgor hereby consents to the appointment of such a receiver
and agrees not to oppose any such appointment. 


        (m)  Take
such measures as the Bank may deem necessary or advisable to take possession of, hold, preserve, process, assemble, insure, prepare for sale or lease, market for
sale or lease, sell or lease, or otherwise dispose of, any Collateral, and the Pledgor hereby irrevocably constitutes and appoints the Bank as the Pledgor's attorney-in-fact to
perform all acts and execute all documents in connection therewith. 


        (n)  Without
notice or demand to the Pledgor, set off and apply against any and all of the Indebtedness any and all deposits (general or special, time or demand, provisional
or final) and any other
indebtedness, at any time held or owing by the Bank or any of the Bank's agents or affiliates to or for the credit of the account of the Pledgor or any guarantor or endorser of the Pledgor's
Indebtedness. 




        7.    ARBITRATION
AND WAIVER OF JURY TRIAL. 



        (a)  This
paragraph concerns the resolution of any controversies or claims between the Pledgor and the Bank, whether arising in contract, tort or by statute, including but
not limited to controversies or claims that arise out of or relate to: (i) this Agreement (including any renewals, extensions or modifications); or (ii) any document related to this
Agreement (collectively a "Claim"). 


        (b)  At
the request of the Pledgor or the Bank, any Claim shall be resolved by binding arbitration in accordance with the Federal Arbitration Act (Title 9, U. S. Code) (the
"Act"). The Act will apply even though this Agreement provides that it is governed by the law of a specified state. 



        (c)  Arbitration
proceedings will be determined in accordance with the Act, the applicable rules and procedures for the arbitration of disputes of JAMS or any successor
thereof ("JAMS"), and the terms of this paragraph. In the event of any inconsistency, the terms of this paragraph shall control. 


        (d)  The
arbitration shall be administered by JAMS and conducted in any U.S. state where any tangible personal property collateral covered by this security agreement is
located, or if there is no such collateral, in California. All Claims shall be determined by one arbitrator; however, if Claims exceed Five Million Dollars ($5,000,000), upon the request of any party,
the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within ninety (90) days of the demand for arbitration and close within ninety (90) days of
commencement and the award of the arbitrator(s) shall be issued within thirty (30) days of the close of the hearing. However, the arbitrator(s), upon a showing of good cause, may extend the
commencement of the hearing for up to an additional sixty (60) days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted
to any court having jurisdiction to be confirmed and enforced. 



        (e)  The
arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For
purposes of the 



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application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration
provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement. 



        (f)    This
paragraph does not limit the right of the Pledgor or the Bank to: (i) exercise self-help remedies, such as but not limited to, setoff;
(ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights, or (iv) act in a court
of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. 


        (g)  The
filing of a court action is not intended to constitute a waiver of the right of the Pledgor or the Bank, including the suing party, thereafter to require submittal
of the Claim to arbitration. 


        (h)  By
agreeing to binding arbitration, the parties irrevocably and voluntarily waive any right they may have to a trial by jury in respect of any Claim. Furthermore,
without intending in any way to limit this agreement to arbitrate, to the extent any Claim is not arbitrated, the parties irrevocably and voluntarily waive any right they may have to a trial by jury
in respect of such Claim. This provision is a material inducement for the parties entering into this Agreement. 




        8.    MISCELLANEOUS.




        (a)  Any
waiver, express or implied, of any provision hereunder and any delay or failure by the Bank to enforce any provision shall not preclude the Bank from enforcing any
such provision thereafter. 


        (b)  The
Pledgor shall, at the request of the Bank, execute such other agreements, documents, instruments, or financing statements in connection with this Agreement as the
Bank may reasonably deem necessary. To the extent permitted by applicable law, a carbon, photographic or other reproduction of this Agreement or any financing statement covering the Collateral shall
be sufficient as a financing statement. The Pledgor hereby irrevocably constitutes and appoints the Bank as the Pledgor's attorney-in-fact to sign any financing statement or
other document which must be executed or filed to perfect or continue perfected, maintain the priority of or provide notice of the Bank's security interest in the Collateral and file any such
financing statements and other documents by electronic means with or without a signature as authorized or required by applicable law or filing procedures. 


        (c)  All
notes, security agreements, subordination agreements and other documents executed by the Pledgor or furnished to the Bank in connection with this Agreement must be
in form and substance satisfactory to the Bank. 


        (d)  This
Agreement shall be governed by and construed according to the laws of the State of California, to the jurisdiction of which the parties hereto submit. 



        (e)  All
rights and remedies herein provided are cumulative and not exclusive of any rights or remedies otherwise provided by law. Any single or partial exercise of any right
or remedy shall not preclude the further exercise thereof or the exercise of any other right or remedy. 


        (f)    All
terms not defined herein are used as set forth in the Uniform Commercial Code. 


        (g)  In
the event of any action by the Bank to enforce this Agreement or to protect the security interest of the Bank in the Collateral, or to take possession of, hold,
preserve, process, assemble, insure, prepare for sale or lease, market for sale or lease, sell or lease, or otherwise dispose of, any Collateral, the Pledgor agrees to pay immediately the costs and
expenses thereof, together with reasonable attorney's fees and allocated costs for in-house legal services. 



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        (h)  This
Agreement shall constitute a continuing agreement, applying to all future as well as existing transactions, whether or not of the character contemplated at the date
of this Agreement, and if all transactions between the Bank and the Pledgor shall be closed at any time, shall be equally applicable to any new transactions thereafter. 


        (i)    The
Bank's rights hereunder shall inure to the benefit of its successors and assigns. In the event of any assignment or transfer by the Bank of any of the Indebtedness
or the Collateral, the Bank thereafter shall be fully discharged from any responsibility with respect to the Collateral so assigned or transferred, but the Bank shall retain all rights and powers
hereby given with respect to any of the Indebtedness or the Collateral not so assigned or transferred. All representations, warranties and agreements of the Pledgor if more than one are joint and
several and all shall be binding upon the personal representatives, heirs, successors and assigns of the Pledgor. 



[Signatures on Next Page]


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        This
Agreement is dated as of December 20, 2002. 



	BANK OF AMERICA, N.A.	 	MOTORCAR PARTS & ACCESSORIES, INC.
	

 	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 	
 	

 
	By:	 	 	 	By:	 	 
	 	 	
	 	 	 	

	Title:	 	 	 	Title:	 	 
	 	 	
	 	 	 	

	

 	
 	

 	
 	

By:	
 	

 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	

 	
 	

 	
 	

Address of Pledgor:

2929 California Street

Torrance, CA 90503







Pledgor's
state of incorporation

or organization (if Pledgor is a corporation, partnership,

limited liability company or other registered entity): New York 


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EXHIBIT A    
  


        [List of all patents, trademarks and service mark registrations, copyright registration, mask work registration, and applications
therefore] 




NONE



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SECURITY AGREEMENT

EXHIBIT A