<PAGE>
                                                                   Exhibit 10.29


                                     WARRANT

THE WARRANT EVIDENCED OR CONSTITUTED HEREBY, AND ALL SHARES OF COMMON STOCK
ISSUABLE HEREUNDER, HAVE BEEN AND WILL BE ISSUED WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("THE ACT") AND MAY NOT BE SOLD, OFFERED FOR
SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT
UNLESS EITHER (i) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT
REGISTRATION IS NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE
SALE OF SUCH SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION
RULE 144.

                        WARRANT TO PURCHASE COMMON STOCK
                                       OF
                       MOTORCAR PARTS & ACCESSORIES, INC.

                             (Subject to Adjustment)

NO. W-1

     THIS CERTIFIES THAT, for value received, Wells Fargo Bank, N.A., or its
permitted registered assigns ("HOLDER"), is entitled, subject to the terms and
conditions of this Warrant, after April 20, 2000 (the "EFFECTIVE DATE"), and
before 5:00 p.m. Pacific Time on April 20, 2010 (the "EXPIRATION DATE"), to
purchase from Motorcar Parts & Accessories, Inc., a New York corporation (the
"COMPANY"), Four Hundred Thousand (400,000) shares of Common Stork (the "WARRANT
SHARES") of the Company at a price per share of $2.045 (the "PURCHASE PRICE").
Both the number of shares of Common Stock purchasable upon exercise of this
Warrant and the Purchase Price are subject to adjustment and change as provided
herein. This Warrant is issued pursuant to that certain Amended and Restated
Credit Agreement (the "CREDIT AGREEMENT"), dated April 20, 2000, between the
Company and Holder.

1. CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have
the following respective meanings:

     "CALL PRICE" shall have the meaning set forth in Section 13.1.

     "COMMON STOCK" shall mean the Common Stock of the Company and any other
securities at any time receivable or issuable upon exercise of this Warrant.

     "FAIR MARKET VALUE" of a share of Common Stock as of a particular date
shall mean:


<PAGE>

          (a) If traded on a securities exchange or the Nasdaq National Market,
the Fair Market Value shall be deemed to be the average of the closing prices of
the Common Stock of the Company on such exchange or market over the 5 business
days ending immediately prior to the applicable date of valuation; or

          (b) If actively traded over-the-counter, the Fair Market Value shall
be deemed to be the average of the closing bid prices over the 30-day period
ending immediately prior to the applicable date of valuation.

     "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of
1976.

     "REGISTERED HOLDER" shall mean any Holder in whose name this Warrant is
registered upon the books and records maintained by the Company.

     "WARRANT" as used herein, shall include this Warrant and any warrant
delivered in substitution or exchange therefor as provided herein.

2. EXERCISE OF WARRANT

     2.1. PAYMENT. Subject to compliance with the terms and conditions of this
Warrant and applicable securities laws, this Warrant may be exercised, in whole
or in part, on or before the Expiration Date, by the delivery (including,
without limitation, delivery by facsimile) of the form of Notice of Exercise
attached hereto as Exhibit 1 (the "NOTICE OF EXERCISE"), duly executed by the
Holder, at the principal office of the Company, and as soon as practicable after
such date, surrendering

          (a) this Warrant at the principal office of the Company, and

          (b) payment, (i) in cash (by check) or by wire transfer, (ii) by
cancellation by the Holder of indebtedness of the Company to the Holder; or
(iii) by a combination of (i) and (ii), of an amount equal to the product
obtained by multiplying the number of shares of Common Stock being purchased
upon such exercise by the then effective Purchase Price (the "EXERCISE AMOUNT"),
except that if Holder is subject to HSR Act Restrictions (as defined in Section
2.4 below), the Exercise Amount shall be paid to the Company within five (5)
business days of the termination of all HSR Act Restrictions.

     2.2 NET ISSUE EXERCISE. In lieu of the payment methods set forth in Section
2.1(b) above, if the Common Stock is registered under Section 12 of the
Securities Exchange Act of 1934, as amended, the Holder may elect to exchange
all or some of the Warrant for shares of Common Stock equal to the value of the
amount of the Warrant being exchanged on the date of exchange. If Holder elects
to exchange this Warrant as provided in this Section 2.2, Holder shall tender to
the Company the Warrant for the amount being exchanged, along with written
notice of Holder's election to exchange some or all of the Warrant, and the
Company


                                       2


<PAGE>

shall issue to Holder the number of shares of the Common Stock computed using
the following formula:

          X = Y (A-B)
              -------
                 A

          Where X = the number of shares of Common Stock to be issued to Holder.

          Y = the number of shares of Common Stock purchasable under the amount
          of the Warrant being exchanged (as adjusted to the date of such
          calculation).

          A = the Fair Market Value of one share of the Company's Common Stock.

          B = Purchase Price (as adjusted to the date of such calculation).

          All references herein to an "exercise" of the Warrant shall include an
exchange pursuant to this Section 2.2.

     2.3 "EASY SALE" EXERCISE. In lieu of the payment methods set forth in
Section 2.1(b) above, when permitted by law and applicable regulations
(including Nasdaq and NASD rules), the Holder may pay the Purchase Price through
a "same day sale" commitment fromthe Holder (and if applicable a broker-dealer
that is a member of the National Association of Securities Dealers (a "NASD
DEALER")), whereby the Holder irrevocably elects to exercise this Warrant and to
sell a portion of the Shares so purchased to pay for the Purchase Price and the
Holder (or, if applicable, the NASD Dealer) commits upon sale (or, in the case
of the NASD Dealer, upon receipt) of such Shares to forward the Purchase Price
directly to the Company.

     2.4 STOCK CERTIFICATES; FRACTIONAL SHARES. As soon as practicable on or
after the date of exercise of this Warrant, the Company shall issue and deliver
to the person or persons entitled to receive the same a certificate or
certificates for the number of whole shares of Common Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share equal to such
fraction of the current Fair Market Value of one whole share of Common Stock as
of the date of exercise of this Warrant. No fractional shares or scrip
representing fractional shares shall be issued upon an exercise of this Warrant.

     2.5 HSR ACT. The Company hereby acknowledges that exercise of this Warrant
by Holder may subject the Company and/or the Holder to the filing requirements
of the HSR Act and that Holder may be prevented from exercising this Warrant
until the expiration or early termination of all waiting periods imposed by the
HSR Act ("HSR ACT RESTRICTIONS"). If on or before the Expiration Date Holder has
sent the Notice of Exercise to the Company and Holder has not been able to
complete the exercise of this Warrant prior to the Expiration Date because of
HSR Act Restrictions, the Holder shall be entitled to complete the process of
exercising this


                                       3


<PAGE>

Warrant in accordance with the procedures contained herein notwithstanding the
fact that completion of the exercise of this Warrant would take place after the
Expiration Date.

     2.6 PARTIAL EXERCISE; EFFECTIVE DATE OF EXERCISE. In case of any partial
exercise of this Warrant, the Company shall cancel this Warrant upon surrender
hereof and shall execute and deliver a new Warrant of like tenor and date for
the balance of the shares of Common Stock purchasable hereunder. This Warrant
shall be deemed to have been exercised immediately prior to the close of
business on the date of its surrender for exercise as provided above. However,
if Holder is subject to HSR Act filing requirements this Warrant shall be deemed
to have been exercised on the date immediately following the date of the
expiration of all HSR Act Restrictions. The person entitled to receive the
shares of Common Stock issuable upon exercise of this Warrant shall be treated
for all purposes as the holder of record of such shares as of the close of
business on the date the Holder is deemed to have exercised this Warrant.

3. VALID ISSUANCE: TAXES. All shares of Common Stock issued upon the exercise of
this Warrant shall be validly issued, fully paid and non-assessable, and the
Company shall pay all taxes and other governmental charges that may be imposed
in respect of the issue or delivery thereof. The Company shall not be required
to pay any tax or other charge imposed in connection with any transfer involved
in the issuance of any certificate for shares of Common Stock in any name other
than that of the registered Holder of this Warrant, and in such case the Company
shall not be required to issue or deliver any stock certificate or security
until such tax or other charge has been paid, or it has been established to the
Company's reasonable satisfaction that no tax or other charge is due.

4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of shares of
Common Stock issuable upon exercise of this Warrant (or any shares of stock or
other securities or property receivable or issuable upon exercise of this
Warrant) and the Purchase Price are subject to adjustment upon occurrence of the
following events:

     4.1. ADJUSTMENT FOR STOCK SPLITS, STOCK SUBDIVISIONS OR COMBINATIONS OF
SHARES. The Purchase Price of this Warrant shall be proportionally decreased and
the number of shares of Common Stock issuable upon exercise of this Warrant (or
any shares of stock or other securities at the time issuable upon exercise of
this Warrant) shall be proportionally increased to reflect any stock split or
subdivision of the Company's Common Stock. The Purchase Price of this Warrant
shall be proportionally increased and the number of shares of Common Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall be
proportionally decreased to reflect any combination of the Company's Common
Stock.

     4.2. ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR OTHER SECURITIES
OR PROPERTY. In case the Company shall make or issue, or shall fix a record date
for the determination of eligible holders entitled to receive, a dividend or
other distribution with respect to the Common Stock (or any shares of stock or
other securities at the time issuable upon


                                       4


<PAGE>

exercise of the Warrant) payable in (a) securities of the Company or (b) assets
(excluding cash dividends paid or payable solely out of retained earnings),
then, in each such case, the Holder of this Warrant on exercise hereof at any
time after the consummation, effective date or record date of such dividend or
other distribution, shall receive, in addition to the shares of Common Stock (or
such other stock or securities) issuable on such exercise prior to such date,
and without the payment of additional consideration therefor, the securities or
such other assets of the Company to which such Holder would have been entitled
upon such date if such Holder had exercised this Warrant on the date hereof and
had thereafter, during the period from the date hereof to and including the date
of such exercise, retained such shares and/or all other additional stock
available by it as aforesaid during such period giving effect to all adjustments
called for by this Section 4.

     4.3. ISSUANCE OF ADDITIONAL SHARES.

          (a) If the Company shall, at any time after the date hereof issue
Additional Shares of Common Stock (excluding Additional Shares of Common Stock
issued as a stock split, dividend or distribution), without consideration or for
a consideration per share less than the Purchase Price in effect immediately
prior to such issue, then and in such event, such Purchase Price shall be
reduced, concurrently with such issue to a price (calculated to the nearest
cent) determined by multiplying such Purchase Price by a fraction, (a) the
numerator of which shall be (1) the number of shares of Common Stock outstanding
immediately prior to such issue (or deemed issue) on a fully-diluted basis plus
(2) the number of shares of common Stock which the aggregate consideration
received by the Company for the total number of Additional Shares of Common
Stock so issued (or deemed issued) would purchase at such Purchase Price; and
(b) the denominator of which shall be (1) the number of shares of Common Stock
outstanding immediately prior to such issue (or deemed issue) on a fully-diluted
basis plus (2) the number of such Additional Shares of Common Stock so issued
(or deemed issued). The number of shares of Common Stock which the Holder shall
be entitled to receive upon exercise hereof shall be determined by multiplying
the number of shares of Common Stock which would otherwise (but for any
application of the provisions of this Section 4) be issuable upon such exercise,
by a fraction of which (A) the numerator is $2.045, and (B) the denominator is
the Purchase Price in effect on the date of such exercise.

          (b). Notwithstanding the foregoing, the applicable Purchase Price
shall not be reduced if the amount of such reduction would be an amount less
than One Cent ($.01), but any such amount shall be carried forward and reduction
with respect thereto made at the time of and together with any subsequent
reduction which, together with such amount and any other amount or amounts so
carried forward, shall aggregate One Cent ($.01) or more.

          (c). For purposes of this Section 4.3, the consideration deemed
received by the Company for the issue of any Additional Shares of Common Stock
shall be computed as follows:


                                       5


<PAGE>

               (i) CASH AND PROPERTY. Such consideration shall: (A) insofar as
it consists of cash, be computed at the aggregate of cash received by the
Company, excluding amounts paid or payable for accrued interest or accrued
dividends; (B) insofar as it consists of property other than cash, be computed
at the fair market value thereof at the time of such issue, as determined in
good faith by the Company's Board of Directors; and (C) in the event Additional
Shares of Common Stock are issued together with other shares or securities or
other assets of the Company for consideration which covers both, be the
proportion of such consideration so received, computed as provided in clauses
(A) and (B) above, as determined in good faith by the Company's Board of
Directors.

               (ii) OPTIONS, RIGHTS AND CONVERTIBLE SECURITIES. The
consideration per share received by the Company for Additional Shares of Common
Stock deemed to have been issued pursuant to Options, Rights and Convertible
Securities shall be determined by dividing: (A) the total amount, if any,
received or receivable by the Company as consideration for the issue of such
Options, Rights or Convertible Securities (as set forth in the instruments
relating thereto, without regard to any provision contained therein for a
subsequent increase of such consideration) payable to the Company upon the
exercise of such Options or Rights or the conversion or exchange of such
Convertible Securities, by (B) the maximum number of shares of Common Stock (as
set forth in the instruments relating thereto, without regard to any provision
contained therein for a subsequent reduction of such number) issuable upon the
exercise of such Options or Rights or the conversion or exchange of such
Convertible Securities.

          (d). If the Company at any time or from time to time after the date
hereof shall issue any Options or Convertible Securities or other Rights to
Acquire Common Stock, then the maximum number of shares of Common tock (as set
forth in the instrument relating thereto without regard to any provision
contained therein for a subsequent reduction of such number) issuable upon the
exercise of such Options, Rights or, in the case of Convertible Securities, the
conversion or exchange of such Convertible Securities, shall be deemed to be
Additional Shares of Common Stock issued as of the time of such issue, provided,
that, in any such case:

               (i) No further adjustment in the Purchase Price shall be made
upon the subsequent issue of shares of Common Stock upon the exercise of such
Rights or conversion or exchange of such Convertible Securities;

               (ii) Upon the expiration or termination of any unexercised Option
or Right, the Purchase Price shall be readjusted, and the Additional Shares of
Common Stock deemed to be issued as a result of the original issue of such
Option or Right shall not be deemed issued for the purposes of such readjustment
or any subsequent adjustment of the Purchase Price; and

               (iii) In the event of any change in the number of share of Common
Stock issuable upon the exercise, conversion or exchange of any Option, Right or
Convertible Security, including, but not limited to, a change resulting from the
anti-dilution provisions


                                       6


<PAGE>

hereof, the Purchase Price then in effect shall forthwith be readjusted to such
Purchase Price as would have obtained had the adjustment that was made upon the
issuance of such Option, Right or Convertible Security not exercised or
converted prior to such change been made upon the basis of such change, but no
further adjustment shall be made for the actual issuance of Common Stock upon
the exercise or conversion of any such Option, Right or Convertible Security.

          (e). Definitions. For purposes of this Section 4.3 only, the following
definitions shall apply:

               (i) "ADDITIONAL SHARES OF COMMON STOCK" shall mean all shares of
Common Stock issued (or deemed pursuant to Section 43(d) to be issued) by the
Company after the date hereof, other than (A) pursuant to Options or Convertible
Securities outstanding on the date hereof, or (B) by reason of a dividend, stock
split, split-up or other distribution on shares excluded from the definition of
Additional Shares of Common Stock by the foregoing clause (A).

               (ii) "CONVERTIBLE SECURITIES" shall mean any evidences of
indebtedness, shares or other securities directly or indirectly convertible into
or exchangeable for Common Stock.

               (iii) "OPTION" shall mean rights, options or warrants issued by
the Company to subscribe for, purchase or otherwise acquire Common Stock or
Convertible Securities.

               (iv) "RIGHTS TO ACQUIRE COMMON STOCK" (or "RIGHTS") shall mean
all rights issued by the Company to acquire Common Stock, whether by exercise of
a warrant, option or similar call or conversion of any existing instruments.

     4.4. RECLASSIFICATION. If the Company, by reclassification of securities or
otherwise, shall change any of the securities as to which purchase rights under
this Warrant exist into the same or a different number of securities of any
other class or classes, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as the
result of such change with respect to the securities that were subject to the
purchase rights under this Warrant immediately prior to such reclassification or
other change and the Purchase Price therefore shall be appropriately adjusted,
all subject to further adjustment as provided in this Section 4. No adjustment
shall be made pursuant to this Section 4.4 upon any conversion or redemption of
the Common Stock which is the subject of Section 4.6.

     4.5. ADJUSTMENT FOR CAPITAL REORGANIZATION, MERGER OR CONSOLIDATION. In
case of any capital reorganization of the capital stock of the Company (other
than a combination, reclassification, exchange or subdivision of shares
otherwise provided for herein), or any merger or consolidation of the Company
with or into another corporation, or the sale of all or substantially all the
assets of the Company then, and in each such case, as a part of such
reorganization, merger, consolidation, sale or transfer, lawful provision shall
be made so that the


                                       7


<PAGE>

Holder of this Warrant shall thereafter be entitled to receive upon exercise of
this Warrant, during the period specified herein and upon payment of the
Purchase Price then in effect, the number of shares of stock or other securities
or property of the successor corporation resulting from such reorganization,
merger, consolidation, sale or transfer that a holder of the shares deliverable
upon exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 4. The
foregoing provisions of this Section 4.5 shall similarly apply to successive
reorganizations, consolidations, mergers, sales and transfers and to the stock
or securities of any other corporation that are at the time receivable upon the
exercise of this Warrant. If the per-share consideration payable to the Holder
hereof for shares in connection with any such transaction is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.

     4.6. CONVERSION OF COMMON STOCK. In case all or any portion of the
authorized and outstanding shares of Common Stock of the Company are redeemed or
converted or reclassified into other securities or property pursuant to the
Company's Certificate of Incorporation or otherwise, or the Common Stock
otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon
exercise hereof at any time after the date on which the Common Stock is so
redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"),
shall receive, in lieu of the number of shares of Common Stock that would have
been issuable upon such exercise immediately prior to the Termination Date, the
securities or property that would have been received if this Warrant had been
exercised in full and the Common Stock received thereupon had been
simultaneously converted immediately prior to the Termination Date, all subject
to further adjustment as provided in this Warrant. Additionally, the Purchase
Price shall be immediately adjusted to equal the quotient obtained by dividing
(x) the aggregate Purchase Price of the maximum number of shares of Common Stock
for which this Warrant was exercisable immediately prior to the Termination Date
by (y) the number of shares of Common Stock of the Company for which this
Warrant is exercisable immediately after the Termination Date, all subject to
further adjustment as provided herein.

5. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment in the Purchase
Price, or number or type of shares issuable upon exercise of this Warrant, the
Chief Financial Officer of the Company shall compute such adjustment in
accordance with the terms of this Warrant and prepare a certificate setting
forth such adjustment and showing in detail the facts upon which such adjustment
is based, including a statement of the adjusted Purchase Price. The Company
shall promptly send (by facsimile and by either first class mail, postage
prepaid or overnight delivery) a copy of each such certificate to the Holder.


                                       8


<PAGE>

6. LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the
Company of the ownership of and the loss, theft, destruction or mutilation of
this Warrant, and of indemnity reasonably satisfactory to it, and (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company will
execute and deliver in lieu thereof a new Warrant of like tenor as the lost,
stolen, destroyed or mutilated Warrant.

7. RESERVATION OF COMMON STOCK. The Company hereby covenants that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant
such number of shares of Common Stock or other shares of capital stock of the
Company as are from time to time issuable upon exercise of this Warrant and,
from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable
upon exercise of this Warrant (and shares of its Common Stock for issuance on
conversion of such Common Stock). All such shares shall be duly authorized, and
when issued upon such exercise, shall be validly issued, fully paid and
non-assessable, free and clear of all liens, security interests, charges and
other encumbrances or restrictions on sale and free and clear of all preemptive
rights, except encumbrances or restrictions arising under federal or state
securities laws. Issuance of this Warrant shall constitute full authority to the
Company's officers who are charged with the duty of executing stock certificates
to execute and issue the necessary certificates for shares of Common Stock upon
the exercise of this Warrant.

8. TRANSFER AND EXCHANGE. Subject to the terms and conditions of this Warrant
and compliance with all applicable securities laws, this Warrant and all rights
hereunder may be transferred, in whole or in part on the books of the Company
maintained for such purpose at the principal office of the Company referred to
above, by the registered Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment of
any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer, the Company will issue and
deliver to the registered Holder a new Warrant or Warrants with respect to the
shares of Common Stock not so transferred. Each taker and holder of this
Warrant, by taking or holding the same, consents and agrees that when this
Warrant shall have been so endorsed, the person in possession of this Warrant
may be treated by the Company, and all other persons dealing with this Warrant,
as the absolute owner hereof for any purpose and as the person entitled to
exercise the rights represented hereby, any notice to the contrary
notwithstanding; provided, however that until a transfer of this Warrant is duly
registered on the books of the Company, the Company may treat the registered
Holder hereof as the owner for all purposes.

9. RESTRICTIONS ON TRANSFER. The Holder, by acceptance hereof, agrees that,
absent an effective registration statement filed with the SEC under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), covering the
disposition or sale of this Warrant or the Common Stock issued or issuable upon
exercise hereof or the Common Stock issuable upon conversion thereof, as the
case may be, and registration or qualification under applicable state securities
laws, such Holder will not sell, transfer, pledge, or hypothecate any or all
such Warrants or Common Stock, as the case may be, unless either (i) the Company
has received an opinion of


                                       9


<PAGE>

counsel, in form and substance reasonably satisfactory to the Company, to the
effect that such registration is not required in connection with such
disposition or (ii) the sale of such securities is made pursuant to SEC Rule
144.

10. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the holder
hereby represents, warrants and covenants that any shares of stock purchased
upon exercise of this Warrant or acquired upon conversion thereof shall be
acquired for investment only and not with a view to, or for sale in connection
with, any distribution thereof; that the Holder has had such opportunity as such
Holder has deemed adequate to obtain from representatives of the Company such
information as is necessary to permit the Holder to evaluate the merits and
risks of its investment in the company; that the Holder is able to bear the
economic risk of holding such shares as may be acquired pursuant to the exercise
of this Warrant for an indefinite period; that the Holder understands that the
shares of stock acquired pursuant to the exercise of this Warrant or acquired
upon conversion thereof will be "restricted securities" within the meaning of
Rule 144 under the Securities Act and that the exemption from registration under
Rule 144 will not be available for at least one year from the date of exercise
of this Warrant, subject to any special treatment by the SEC for exercise of
this Warrant pursuant to Section 2.2, and even then will not be available unless
a public market then exists for the stock, adequate information concerning the
Company is then available to the public, and other terms and conditions of Rule
144 are complied with; and that all stock certificates representing shares of
stock issued to the Holder upon exercise of this Warrant or upon conversion of
such shares may have affixed thereto a legend substantially in the form set
forth below:

     THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE HAVE BEEN ISSUED
     WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("THE
     ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
     HYPOTHECATED WITHOUT REGISTRATION UNDER THE ACT UNLESS EITHER (i) THE
     COMPANY HAS RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE
     REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT REGISTRATION IS
     NOT REQUIRED IN CONNECTION WITH SUCH DISPOSITION OR (ii) THE SALE OF SUCH
     SECURITIES IS MADE PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 144.

11. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. Except as set forth in the
Investor Rights Agreement, this Warrant shall not entitle the Holder to any
voting rights or other rights as a stockholder of the Company. In the absence of
affirmative action by such Holder to purchase Common Stock by exercise of this
Warrant, no provisions of this Warrant, and no enumeration herein of the rights
or privileges of the Holder hereof shall cause such Holder hereof to be a
stockholder of the Company for any purpose.


                                       10


<PAGE>

12. REGISTRATION RIGHTS. All shares of Common Stock issuable upon exercise of
this Warrant shall be "REGISTRABLE SECURITIES" under that certain Investor
Rights Agreement, dated as of even date herewith, by and between the Company and
the Holder.

13. CALL OPTION.

     13.1. If prior to the time that the Holder delivers to the Company a notice
of exercise, subject to the provisions of Section 13.2 below, the Company may
require the Holder to sell the Warrant to the Company (the "CALL OPTION") at a
price (the "CALL PRICE") equal to the greater of (a) $433,125 or (b) the product
of (i) the total number of Warrant Shares divided by 2 and then multiplied by
(ii) the amount equal to (A) the Fair Market Value of the Common Stock minus (B)
the Purchase Price; provided, however, that the Call Option shall expire on
October 1, 2000 (the "CALL EXPIRATION DATE").

     13.2. If the Company desires to exercise its Call Option to purchase the
Warrant pursuant to its rights under this Section 13, the Company shall, no less
than twenty days prior to the Call Expiration Date, send written irrevocable
notice of its intention to purchase the Warrant pursuant to this Section 13 and
written irrevocable notice of its intent to repay in full all of the
indebtedness (including all fees and other expenses) under the Credit Agreement
on or before October 1, 2000. The closing of the Call Option and the repayment
of all indebtedness under the Credit Agreement pursuant to the term and
conditions thereof, which is a condition precedent to the exercise of the Call
Option, shall take place at the principal offices of the Holder on the tenth day
following the giving of such notice or as soon thereafter as practicable but in
no event later than twenty days after the giving of such notice. The purchase
price for the Warrant to be purchased by the Company pursuant to this Section 13
will be paid by the wire transfer of immediately available funds to an account
designated in writing by the Holder in an amount equal to the Call Price against
delivery of the Warrant so purchased, duly endorsed by the Holder.

     13.3. The Company may not assign the Call Option (by operation of law or
otherwise) without the prior written consent of the Holder, which consent may be
withheld in the Holder's sole discretion. Any such assignment in violation of
this Section 13.3 shall be null and void.

14. NOTICES. All notices and other communications from the Company to the Holder
shall be given in accordance with the Credit Agreement.

15. HEADINGS. The headings in this Warrant are for purposes of convenience in
reference only, and shall not be deemed to constitute a part hereof.

16. LAW GOVERNING. This Warrant shall be construed and enforced in accordance
with, and governed by, the laws of the State of California.

17. NO IMPAIRMENT. The Company will not, by amendment of its Certificate of
Incorporation or bylaws, or through reorganization, consolidation, merger,
dissolution, issue or


                                       11


<PAGE>

sale of securities, sale of assets or any other voluntary action, avoid or seek
to avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or appropriate in order to
protect the rights of the registered Holder of this Warrant against impairment.
Without limiting the generality of the foregoing, the Company (a) will not
increase the par value of any shares of stock issuable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and (b) will take
all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and non-assessable shares of Common Stock
upon exercise of this Warrant

18. NOTICES OF RECORD DATE. In case:

     18.1. the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time receivable upon the exercise of this
Warrant), for the purpose of entitling them to receive any dividend or other
distribution, or any right to subscribe for or purchase any shares of stock of
any class or any other securities or to receive any other right; or

     18.2. of any consolidation or merger of the Company with or into another
corporation, any capital reorganization of the Company, any reclassification of
the capital stock of the Company, or any conveyance of all or substantially all
of the assets of the Company to another corporation in which holders of the
Company's stock are to receive stock, securities or property of another
corporation; or

     18.3. of any voluntary dissolution, liquidation or winding-up of the
Company; or

     18.4. of any redemption or conversion of all outstanding Common Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
registered Holder of this Warrant a notice specifying, as the case may be, (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation,
winding-up, redemption or conversion is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock or (such stock or
securities as at the time are receivable upon the exercise of this Warrant),
shall be entitled to exchange their shares of Common Stock (or such other stock
or securities), for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
thirty (30) days prior to the date therein specified.

19. SEVERABILITY. If any term, provision, covenant or restriction of this
Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.


                                       12


<PAGE>

20. COUNTERPARTS. For the convenience of the parties, any number of counterparts
of this Warrant may be executed by the parties hereto and each such executed
counterpart shall be, and shall be deemed to be, an original instrument.

21. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on a Saturday,
Sunday or legal holiday, the Expiration Date shall automatical1y be extended
until 5:00 p.m. on the next business day.

     IN WITNESS WHEREOF, the parties hereto have executed this Warrant as of the
Effective Date.


                                         MOTORCAR PARTS &
                                         ACCESSORIES, INC.


                                         By:   _________________________________
                                               Anthony Souza
                                               President/Chief Operating Officer

                                         By:   _________________________________
                                               Michael Nelson
                                               Chief Financial Officer
                                               Assistant Secretary


                                         WELLS FARGO BANK, NA


                                         By:   _________________________________
                                               Razia Damji
                                               Vice President


                                       13


<PAGE>


                                    EXHIBIT 1
                               NOTICE OF EXERCISE
                    (To be executed upon exercise of Warrant)

MOTORCAR PARTS & ACCESSORIES, INC.                              WARRANT NO. W-1

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of Motorcar Parts & Accessories, Inc., as provided for therein,
and (check the applicable box):

/ /      Tenders herewith payment of the exercise price in full in the form of
         cash, check or wire transfer in same-day funds in the amount of
         $__________ for __________such securities.

/ /      Elects the Net Issue Exercise option pursuant to Section 2.2 of the
         Warrant, and accordingly requests delivery of a net of __________ of
         such securities, according to the following calculation:

                  X = Y (A-B)       (    ) = (    )  [(    ) - (   )]
                      -------       ---------------------------------
                          A                    (__________)

               Where X = the number of shares of Common Stock to be issued to
               Holder.

               Y = the number of shares of Common Stock purchasable under the
               amount of the Warrant being exchanged (as adjusted to the date of
               such calculation).

               A = the Fair Market Value of one share of the Company's Common
               Stock.

               B = Purchase Price (as adjusted to the date of such calculation).

/ /      Elects the Easy Sale Exercise option pursuant to Section 2.3 of the
         Warrant, and accordingly requests delivery of a net of _______ of such
         securities.

Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):

Name:      _______________________________________

Title:     _______________________________________

Address:   _______________________________________

Signature: _______________________________________

If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.

<PAGE>

                                    EXHIBIT 2

                                   ASSIGNMENT

(To be executed only upon assignment of Warrant Certificate)  WARRANT NO. W-01

For value received, hereby sells, assigns and transfers unto_________________
the within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint _____________
attorney, to transfer said Warrant Certificate on the books of the within-named
Company with respect to the number of Warrants set forth below, with full power
of substitution in the premises:

<TABLE>
<CAPTION>
---------------------------------------- ------------------------------------- -------------------------------------
        Name(s) of Assignee(s)                         Address                            # of Warrants
---------------------------------------- ------------------------------------- -------------------------------------
<S>                                      <C>                                   <C>

---------------------------------------- ------------------------------------- -------------------------------------

---------------------------------------- ------------------------------------- -------------------------------------

---------------------------------------- ------------------------------------- -------------------------------------

---------------------------------------- ------------------------------------- -------------------------------------

---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>


And if said number of Warrants shall not be all the Warrants represented by the
Warrant Certificate, a new Warrant Certificate is to be issued in the name of
said undersigned for the balance remaining of the Warrants registered by said
Warrant Certificate.

Dated:       _______________________________________

Signature:   _______________________________________

Notice: Signature(s) must be guaranteed by an eligible guarantor institution
(banks, stock brokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program) pursuant to
Securities and Exchange Commission Rule 17Ad-15.