Exhibit 10.3









SEPARATION
AGREEMENT AND RELEASE




THIS
SEPARATION AGREEMENT AND RELEASE (the "Agreement") is made as of this
31st day of
March, 2005, by and between CHAAS Holdings, LLC (the "Company") and Richard E.
Borghi (the "Executive").




W I T N E S S E T H:




WHEREAS,
the Executive has been employed by the Company and its subsidiaries pursuant to
the terms and conditions of an employment agreement between the Executive and
the Company, dated April 15, 2003 (the
"Employment Agreement"); and

 

WHEREAS,
the parties desire to set forth their respective rights and obligations in
respect of the separation of the Executive from the Company and its
subsidiaries.

 

NOW,
THEREFORE, in consideration of the covenants and conditions set forth herein,
the parties, intending to be legally bound, agree as follows:

 

1.     Employment
Status.

 

(a) The
employment of the Executive shall duly and effectively terminate on March 31,
2005 (the "Separation Date"). The Executive resigned his position without
"Employee Good Reason," as defined in the Employment Agreement, as of the
Separation Date.

 

(b) The
Executive agrees to take all actions necessary to effectuate his resignation
from all positions that he holds with the Company and its subsidiaries, the
Board of Managers of the Company or board of managers or board of directors of
any subsidiary of the Company or any other board or governing body to which he
has been appointed or nominated by or on behalf of the Company or any of its
subsidiaries effective on or before the Separation Date.

 

2.     Separation
Arrangements. In
consideration of the obligations of the Executive herein, the Company agrees as
follows: 






















(a) Salary
Continuation. The
Company shall pay or cause to be paid the Executive salary continuation at the
annualized rate of $265,000, less applicable withholdings for federal, state and
local taxes for a period of six (6) months (the "Salary Continuation Period").
Such amount shall be payable in installments along with the Company’s regular
payroll practices beginning with the first payroll date following the Separation
Date; provided that if the Effective Date does not occur pursuant to paragraph
7, no further payments shall be made pursuant to this paragraph and the Salary
Continuation Period shall cease. 

 

(b) Benefits. The
Executive's employee benefits shall cease on the Separation Date. After such
time, the Executive may elect to continue his group health coverage, at his own
expense, subject to the terms of the plan, pursuant
to the Consolidated Omnibus Budget Reconciliation Act, as
amended ("COBRA"). For the
period commencing on the Separation Date and ceasing on the earlier of (i) the
end of the Salary Continuation Period, or (ii) the date the Executive obtains
comparable coverage at a new employer; the Company shall pay the cost of the
Executive's COBRA should the Employee elect COBRA to the extent the Company paid
the costs of Executive's group health coverage during his
employment.

 

(c) Club
Dues. The
Company will have no further obligation to pay any club or membership dues on
behalf of the Executive after the Separation Date.

 

(d) Automobile. The
Company will have no further obligation to pay any car allowance amounts to the
Executive after the Separation Date.








-2-













(e) Stock
Buyback. The
Executive and the Company agree that on a date designated by the Company to the
Executive, which date shall be on or before the end of the Salary Continuation
Period, the Executive shall sell and the Company (or its designee) shall
purchase for an aggregate purchase price of $48,339.00 in cash, less any
applicable withholding taxes required to be withheld under applicable law,
483.3900 common units of the Company currently held by the Executive (the
"Repurchased Common Units"), which represent all of the equity interests of the
Company currently held by the Executive in the Company. At the time of the
purchase of the Repurchased Common Units, against payment of the purchase price
therefore as described above, the Executive shall deliver to the Company (or its
designee) the certificates (including voting trust certificates) representing
the Repurchased Common Units accompanied by duly executed instruments of
transfer conveying such securities and shall represent to the Company (or its
designee) in writing that such securities are being transferred free and clear
of all liens, encumbrances, rights of first refusal or offer or any other claims
of third parties (including his spouse).

 

(f) Announcement
Regarding Departure.
Announcements to third parties regarding the Executive's separation from the
Company and its subsidiaries shall be mutually agreed upon by the parties.
Nothing in this paragraph shall prevent the Company or any of its subsidiaries
from making any disclosure regarding the Executive's separation from the Company
or any of its subsidiaries or the terms of this Agreement to comply with
applicable laws, rules or regulations.

 

(g) Acknowledgement. The
Executive hereby acknowledges and agrees that he is not entitled to any other
compensation, bonus, severance, fees, equity, or any other payment or benefits
of any kind or description from the Company or any of its parent companies,
affiliates or subsidiaries. 








-3-













3.     Release. The
Executive agrees, in consideration of the obligations of the Company set forth
in paragraph 2 herein, to which the Executive agrees he is not otherwise
entitled without executing the Agreement, to release and discharge the Company,
its parent companies, subsidiaries and affiliates, including but not limited to
Advanced Accessory Acquisitions, LLC, Castle Harlan, Inc., and Castle Harlan
Partners IV, L.P., and their present and former affiliates, affiliated funds,
members, members of their boards, partners, directors, officers, shareholders,
employees, agents, attorneys, successors and assigns (together, the "Released
Parties"), from any and all manner of actions and causes of action, suits,
debts, dues, accounts, bonds, covenants, contracts, agreements, judgments,
charges, claims, and demands whatsoever, which the Executive, his heirs,
executors, administrators and assigns has, or may hereafter have against the
Released Parties or any of them arising out of or by reason of any cause, matter
or thing whatsoever from the beginning of the world to the date this Agreement
is executed, including, without limitation, any and all matters relating to the
Executive's employment by the Company and the termination thereof, his employee
benefits, any rights to equity in the Company, the Employment Agreement and all
matters arising under any federal, state or local statute, rule, regulation or
principle of contract law or common
law, including, but not limited to, claims arising under the Age Discrimination
in Employment Act, 29 U.S.C. § 621
et
seq., Title
VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e
et
seq., the
Fair Labor Standards Act, 29 U.S.C. § 201
et
seq., the
Employee Retirement Income Security Act of 1974, 29 U.S.C. § 1001
et
seq., the
Reconstruction Era Civil Rights Act, 42 U.S.C. § 1981
et
seq., the
Americans with Disabilities Act of 1993, 42 U.S.C. § 12101
et
seq., the
Family and Medical Leave Act of 1993, 29 U.S.C. § 2601 et
seq.,
the
New York State Human Rights Law, N.Y. Exec. Law § 290 et
seq., 

the
New York State Labor Law, N.Y. Labor Law § 1 et
seq., the
New York City Human Rights Law, N.Y.C. Admin. Code § 8-107 et
seq., the
Michigan Civil Rights Act, Mich. Comp. Laws § 37.2101 et
seq., the
Michigan Persons with Disabilities Civil Rights Act, Mich. Comp. Laws
§ 37.1101 et
seq., and the
Michigan Minimum Wage Law, Mich. Comp. Law § 408.381 et
seq., all
as
amended.








-4-













4.     Cooperation.
During the Salary Continuation Period and thereafter, the Executive agrees to
make himself available to respond to reasonable requests by the Company or its
subsidiaries for information concerning matters (including but not limited to
litigation, general business issues, client relationships and any investigation
or inquiry by any regulatory body having jurisdiction over the Company or its
subsidiaries) involving facts or events relating to the Company or its
subsidiaries that may be within his knowledge. The Executive shall not receive
any further compensation for his cooperation with the Company or its
subsidiaries pursuant to this paragraph; provided, that the Company shall
reimburse the Executive for reasonable out-of-pocket expenses incurred by the
Executive at the request of the Company in connection with his cooperation
pursuant to this paragraph. 

 

5.     Confidentiality
of Agreement. The
Executive agrees that the terms and conditions of this Agreement are
confidential and that the Executive will not disclose the existence of this
Agreement or any of its terms to any third parties, other than to the
Executive's spouse, attorneys or accountants, or as required by law or may be
necessary to enforce this Agreement. 

 

6.     Restrictions
and Obligations of the Executive.

 

(a) Confidentiality.
During
the Salary Continuation Period and thereafter, the
Executive agrees to be bound by the terms and conditions of paragraph 5.1 of the
Employment Agreement. The Executive further agrees that he shall not, directly
or indirectly, disclose, discuss or disseminate any information regarding the
Company, any subsidiary of the Company, Castle Harlan Partners IV, L.P. or any
of their respective affiliates or representatives to JP Morgan Partners or any
of its affiliates or representatives concerning any matter that is or may be the
subject of any dispute under the Securities Purchase Agreement, dated as of
April 15, 2003, pursuant to which the Company acquired the equity interests of
Advanced Accessory Systems, LLC, or any agreements related thereto or
transactions contemplated thereby, except as required by applicable law;
provided that the Executive shall give the Company written notice of any attempt
to compel such disclosure under applicable law as soon as reasonably practicable
after the Executive becomes aware of such attempt.








-5-













(b) Non-Solicitation
or Hire. For
three (3) years following the Separation Date, the Executive agrees to be bound
by the terms and conditions of paragraph 5.2 of the Employment
Agreement.

 

(c) Non-Competition. For
three (3) years following the Separation Date, the Executive agrees to be bound
by the terms and conditions of paragraph 5.3 of the Employment
Agreement.

 

(d) Reputation.
During
the Salary Continuation Period and thereafter, the
Executive and the Company agree to be bound by the terms and conditions of
paragraph 5.4 of the Employment Agreement.

 

(e) Company
Property. The
Executive represents and warrants that as of the date he executes this
Agreement, he has complied with his obligations under paragraph 5.5 of the
Employment Agreement. 

 

(f) Work
Product.
During
the Salary Continuation Period and thereafter, The
Executive agrees to be bound by the terms and conditions of paragraph 5.6 of the
Employment Agreement.








-6-













7.     Miscellaneous.


 

(a) This
Agreement is valid only if signed by the Executive and received by the Company
within twenty-two days (22) days of the date upon which this Agreement is
delivered to the Executive. The Executive acknowledges that the Company has
provided him the opportunity to review and consider this Agreement for
twenty-one (21) days from the date the Company provided the Executive with a
copy of this Agreement. If the Executive elects to sign this Agreement before
the expiration of the full twenty-one (21) day period, the Executive
acknowledges that the Executive will have chosen, of his own free will without
any duress, to waive his right to the full twenty-one (21) day
period.

 

(b) The
Executive may revoke this Agreement within seven (7) days after the Executive
executes this Agreement by sending a written notice of revocation to Advanced
Accessory Systems, LLC, 12900 Hall Road, Suite 200, Sterling Heights, MI 48313,
Attention: Alan Johnson with a copy to Advanced Accessory Acquisitions, LLC, c/o
Castle Harlan, Inc., 150 E. 58th Street,
New York, NY 10155, Attn: Marcel Fournier and William M. Pruellage, by any means
that will assure delivery of the notice of revocation within the seven-day
revocation period. This Agreement becomes effective on the eighth (8th) day
after it is executed by both parties, unless it is revoked by the Executive in
accordance with this paragraph prior thereto (the "Effective Date"). All salary
continuation payments and reimbursements for COBRA premiums under this Agreement
shall cease in the event the Effective Date does not occur.

 

(c) The
Company hereby advises the Executive to consult with an attorney prior to
signing this Agreement.








-7-













(d) The
Executive represents and warrants that he fully understands the terms of the
Agreement and that he knowingly and voluntarily, of his own free will without
any duress, being fully informed, after due deliberation and after sufficient
time and opportunity to consult with the counsel of his choice, accepts its
terms and signs the same as his own free act. The Executive understands that as
a result of entering into the Agreement he will not have the right to assert
that the Company or any of its subsidiaries unlawfully terminated his employment
or violated any rights in connection with his employment. Except as set forth
herein, no promises or inducements for the Agreement have been made, and he is
entering into the Agreement without reliance upon any statement or
representation by any of the Released Parties or any other person, concerning
any fact material hereto.

 

8.     Counterparts. This
Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which shall constitute one and the same
instrument.

 

9.     Headings. The
headings in this Agreement are included for convenience of reference only and
shall not affect the interpretation of this Agreement.

 

10.    Governing
Law. The
Agreement shall be governed by the law of the State of New York, without giving
effect to the principles of conflicts of law.

 

11.    Entire
Agreement. This
Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof, and supersedes any and all prior agreements or
understandings between the parties arising out of or relating to the Executive's
employment and the cessation thereof, except for the paragraphs of the
Employment Agreement specifically referenced herein. The Agreement may only be
changed by written agreement executed by the parties.








-8-













PLEASE
READ CAREFULLY BEFORE SIGNING. THIS DOCUMENT INCLUDES A RELEASE OF ALL KNOWN AND
UNKNOWN CLAIMS.




IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

 



	 	 	 
	 	
	 
 	 
 	 
 
		  	
      /s/Richard
      E
      Borghi                                             
        

	 	Richard
      E. Borghi
	 	 
	 	CHAAS
      HOLDINGS, LLC 
	 	
      By:    /s/Ronald
      Gardhouse                                    

	 	     Name:
        Title:










-9-
















STATE
OF __Michigan__________ )

ss.:

COUNTY
OF ____Macomb_______ )







On March
31, 2005 before me personally came Richard E. Borghi, known to me as the
individual described herein, and who executed the foregoing Separation Agreement
and duly acknowledged to me that it was executed without any
duress.






	 	 	 
	 	
	 
 	 
 	 
 
		 	/s/ Donna M. Wollen                        
	 	
      NOTARY
      PUBLIC