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                                                                   Exhibit 10.46


                              EMPLOYMENT AGREEMENT

This employment agreement (this "AGREEMENT") dated as of April 1, 2003 (the
"EFFECTIVE DATE"), is entered into by and between MOTORCAR PARTS & ACCESSORIES,
INC., a New York corporation currently having an address at 2929 California
Street, Torrance, California 90503 (together with its subsidiaries and
affiliates, the "COMPANY"), and Charles W. Yeagley, an individual residing at
1401 Launer Drive, La Habra, California 90631 ("EMPLOYEE").

                                   WITNESSETH:

WHEREAS, the COMPANY desires to continue to employ EMPLOYEE as its Chief
Financial Officer (or such other position as shall be determined by the Board of
Directors of the COMPANY, or any duly authorized and acting committee thereof,
the "BOARD OF DIRECTORS") and EMPLOYEE desires to be so employed by the COMPANY,
all upon the terms and subject to the conditions contained herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.    EMPLOYMENT; 2001 AGREEMENT. Subject to and upon the terms and conditions
      contained in this AGREEMENT, the COMPANY hereby agrees to employ EMPLOYEE
      and EMPLOYEE agrees to continue in the employ of the COMPANY, for the
      period set forth in Paragraph 2 hereof, to render the services to the
      COMPANY, its Affiliates and/or subsidiaries described in Paragraph 3
      hereof. The Employment Agreement between the COMPANY and the EMPLOYEE
      dated as of November 6, 2001 (the "2001 AGREEMENT") shall terminate as of
      the EFFECTIVE DATE; provided, however, that any Bonus due EMPLOYEE as
      provided in the 2001 AGREEMENT with respect to the fiscal year ending
      March 31, 2003 and any other benefits due and unpaid to EMPLOYEE
      thereunder on the EFFECTIVE DATE shall be paid as provided therein.

2.    TERM. EMPLOYEE'S term of employment under this AGREEMENT shall commence on
      the EFFECTIVE DATE and shall continue for a period through and including
      March 31, 2006, (the "EMPLOYMENT TERM") unless extended in writing by both
      parties or earlier terminated pursuant to the terms and conditions set
      forth herein.

3.    DUTIES.

      (a)   Unless otherwise determined by the BOARD OF DIRECTORS, EMPLOYEE
            shall be employed as the COMPANY'S Chief Financial Officer and shall
            report to the COMPANY'S President and Chief Executive Officer. It is
            agreed that EMPLOYEE shall perform his service in the COMPANY'S
            Torrance, California, facilities, or any other facilities mutually
            agreeable to the parties.

      (b)   EMPLOYEE agrees to abide by all By-Laws and applicable policies of
            the Company, including but not limited to the Company's Code of
            Business Conduct and Ethics, promulgated at any time and from time
            to time by the BOARD OF DIRECTORS, and the directions of the
            COMPANY'S President and Chief Executive Officer.


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4.    EXCLUSIVE SERVICES AND BEST EFFORTS. EMPLOYEE shall devote all of his
      working time, attention, best efforts and ability to the service of the
      COMPANY during the term of this AGREEMENT.

5.    COMPENSATION. As compensation for his services and covenants hereunder,
      the COMPANY shall pay EMPLOYEE the following:

      (a)   Base Salary. The COMPANY shall pay EMPLOYEE a base salary ("SALARY")
            of Two Hundred Fifteen Thousand Dollars ($215,000) per year.

      (b)   Bonus. EMPLOYEE shall participate in the COMPANY'S Executive Bonus
            Program as and when adopted and amended from time to time by the
            BOARD OF DIRECTORS. In the event of any part-year service by the
            EMPLOYEE, any Bonus shall be prorated (as reasonably determined by
            the BOARD OF DIRECTORS) for any part year service by EMPLOYEE.

6.    BUSINESS EXPENSES. EMPLOYEE shall be reimbursed for, and entitled to
      advances if permitted by applicable law (subject to repayment to the
      COMPANY if not actually incurred by EMPLOYEE) with respect to, only those
      business expenses incurred by him which are reasonable and necessary for
      EMPLOYEE to perform his duties under this AGREEMENT in accordance with
      policies established from time to time by the COMPANY. All expenditures
      and advances in excess of Five Hundred Dollars ($500.00) must be approved
      by the President and Chief Executive Officer of the COMPANY prior to being
      incurred or advanced.

7.    EMPLOYEE BENEFITS.

      (a)   EMPLOYEE shall be entitled to three (3) weeks paid vacation each
            year during the EMPLOYMENT TERM at such times as do not, in the
            opinion of the President and Chief Executive Officer, interfere with
            EMPLOYEE'S performance of his duties hereunder.

      (b)   During the term of this AGREEMENT, if EMPLOYEE does not elect
            medical insurance coverage for himself and his eligible family
            through the COMPANY, he shall receive as an allowance for such
            medical insurance an amount equal to the then cost which would be
            incurred by the COMPANY in supplying such coverage for EMPLOYEE and
            his eligible family. The COMPANY may withhold from any benefits
            payable to EMPLOYEE all federal, state, local and other taxes and
            amounts as shall be permitted or required pursuant to law, rule or
            regulation. All of the benefits to which EMPLOYEE may be entitled
            may be changed from time to time or withdrawn at any time in the
            sole discretion of the COMPANY.

      (c)   During the EMPLOYMENT TERM the COMPANY shall provide to executive an
            automobile allowance in the amount of Five Hundred Dollars ($500.00)
            per month, payable monthly.


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8.    DEATH AND DISABILITY.

      (a)   The EMPLOYMENT TERM shall terminate on the date of EMPLOYEE'S death,
            in which event EMPLOYEE'S accrued SALARY and BONUS, reimbursable
            expenses and benefits, including accrued but unused vacation time,
            owing to EMPLOYEE through the date of EMPLOYEE'S death shall be paid
            to the EMPLOYEE'S estate. EMPLOYEE'S estate will not be entitled to
            any other compensation upon termination of this AGREEMENT pursuant
            to this Paragraph 8(a)

      (b)   If, during the EMPLOYMENT TERM, EMPLOYEE, because of physical or
            mental illness or incapacity, shall become substantially unable to
            perform the duties and services required of him under this AGREEMENT
            for a period of three (3) consecutive months, the COMPANY may, upon
            at least ten (10) days' prior written notice given at any time after
            the expiration of such three (3) month period to EMPLOYEE of its
            intention to do so, terminate this AGREEMENT as of such date as may
            be set forth in the notice. In any case of such termination,
            EMPLOYEE shall be entitled to receive his accrued SALARY and BONUS,
            if any, reimbursable expenses and benefits owing to EMPLOYEE through
            the date of termination. EMPLOYEE will not be entitled to any other
            compensation upon termination of this AGREEMENT.

9.    TERMINATION FOR CAUSE.

      (a)   The COMPANY may terminate the employment of EMPLOYEE for Cause (as
            hereinafter defined) without prior notice. Upon any such
            termination, the COMPANY shall be released from any and all further
            obligations under this AGREEMENT, except that the COMPANY shall be
            obligated to pay EMPLOYEE his SALARY, reimbursable expenses and
            benefits owing to EMPLOYEE through the day on which EMPLOYEE is
            terminated. EMPLOYEE will not be entitled to any other compensation
            upon termination of this AGREEMENT pursuant to this Paragraph 9(a).

      (b)   As used herein, the term "Cause" shall mean: (i) the willful failure
            of EMPLOYEE to perform his duties pursuant to Paragraph 3 hereof,
            which failure is not cured by EMPLOYEE within ten (10) days
            following notice thereof from the COMPANY; (ii) any other material
            breach of this AGREEMENT by EMPLOYEE, including any of the material
            representations or warranties made by EMPLOYEE; (iii) any act, or
            failure to act by EMPLOYEE in bad faith or to the detriment or to
            the detriment of the COMPANY; (iv) the commission by EMPLOYEE of an
            act involving moral turpitude, dishonesty, theft, unethical business
            conduct, or any other conduct which significantly impairs the
            reputation of, or harms, the COMPANY, its subsidiaries or
            affiliates; (v) any misrepresentation, concealment or omission by
            EMPLOYEE of any material fact in seeking or continuing employment
            hereunder, or (vi) any other occurrence or circumstance generally
            recognized a "cause" for employment termination under applicable
            law.


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10.   DISCLOSURE OF INFORMATION AND RESTRICTIVE COVENANT. EMPLOYEE acknowledges
      that, by his employment, he has been and will be in a confidential
      relationship with the COMPANY and will have access to confidential
      information and trade secrets of the COMPANY, its subsidiaries and
      affiliates. Confidential information and trade secrets include, but are
      not limited to, customer, supplier, and client lists, marketing,
      distribution and sales strategies and procedures, operational and
      equipment techniques, business plans and system, quality control
      procedures and systems, special projects and technological research,
      including projects, research and reports for any entity or client or any
      project, research, report or the like concerning sales or manufacturing or
      new technology, employee compensation plans and any other information
      relating thereto, and any other records, files, drawings, inventions,
      discoveries, applications, processes, data, and information concerning the
      business of the COMPANY which are not in the public domain. EMPLOYEE
      agrees that in consideration of the execution of this AGREEMENT by the
      COMPANY:

      (a)   EMPLOYEE will not, during the term of this AGREEMENT or at any time
            thereafter, use, or disclose to any third party, trade secrets or
            confidential information of the COMPANY, including but not limited
            to, confidential information or trade secrets belonging or relating
            to the COMPANY, its subsidiaries, affiliates, customers and clients
            or proprietary processes or procedures of the COMPANY, its
            subsidiaries, affiliates, customers and clients. Proprietary
            processes and procedures shall include, but shall not be limited to,
            all information which is known or intended to be known only to
            employees of the COMPANY, its respective subsidiaries and affiliates
            or others in a confidential relationship with the COMPANY or its
            respective subsidiaries and affiliates which relates to business
            matters.

      (b)   EMPLOYEE will not, during the term of the AGREEMENT, directly or
            indirectly, under any circumstance other than at the direction and
            for the benefit of the COMPANY, engage in or participate in any
            business activity, including, but not limit to, acting as a
            director, franchisor or franchisee, proprietor, syndicate member,
            shareholder or creditor or with a person having any other
            relationship with any other business, company, firm occupation or
            business activity, in any geographic area within the United States
            that is, directly or indirectly, competitive with any business
            completed by the COMPANY or any of its subsidiaries or affiliates
            during the term of this AGREEMENT or thereafter. Should EMPLOYEE own
            5% or less of the issued and outstanding shares of a class of
            securities of a corporation the securities of which are traded on a
            national securities exchange or in the over-the-counter market, such
            ownership shall not cause EMPLOYEE to be deemed a shareholder under
            this Paragraph 10 (b).

      (c)   EMPLOYEE will not, during the term of this AGREEMENT and for a
            period of two (2) years thereafter on his behalf or on behalf of any
            other business enterprise, directly or indirectly, under any
            circumstance other than at the direction and for the benefit of the
            COMPANY, solicit or induce any creditor, customer, supplier,
            officer, employee or agent of the COMPANY or any of its subsidiaries
            or affiliates to sever its relationship with or leave the employ of
            any such entities.


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      (d)   This Paragraph 10 and Paragraphs 11, 12 and 13 hereof shall survive
            the expiration or termination of this AGREEMENT for any reason.

      (e)   It is expressly agreed by EMPLOYEE that the nature and scope of each
            of the provisions set forth above in this Paragraph 10 are
            reasonable and necessary. If, for any reason, any aspect of the
            above provisions as it applies to EMPLOYEE is determined by a court
            of competent jurisdiction to be unreasonable, or unenforceable, the
            provision shall only be modified to the minimum extent required to
            make the provisions reasonable and/or enforceable, as the case may
            be. EMPLOYEE acknowledges and agrees that his services are of a
            unique character and expressly grants to the COMPANY or any
            subsidiary, successor or assignee of the COMPANY, the right to
            enforce the provisions above through the use of all remedies
            available at law or in equity, including, but not limited to,
            injunctive relief.

 11.  COMPANY PROPERTY.

      (a)   Any patents, inventions, discoveries, applications or process,
            designs, devised, planned, applied, created, discovered or invented
            by EMPLOYEE in the course of EMPLOYEE'S employment under this
            AGREEMENT and which pertain to any aspect of the COMPANY'S or its
            respective subsidiaries' or affiliates' business shall be the sole
            and absolute property of the COMPANY, and EMPLOYEE shall make prompt
            report thereof to the COMPANY and promptly execute any and all
            documents reasonably requested to assure the COMPANY the full and
            complete ownership thereof.

      (b)   All records, files, lists, including computer generated lists,
            drawings, documents, equipment and similar items relating to the
            COMPANY'S business which EMPLOYEE shall prepare or receive from the
            COMPANY shall remain the COMPANY'S sole and exclusive property. Upon
            termination of this AGREEMENT, EMPLOYEE shall promptly return to the
            COMPANY all property of the COMPANY in his possession. EMPLOYEE
            further represents that he will not copy or cause to be copied,
            print out or cause to be printed out any software, documents or
            other materials originating with or belonging to the COMPANY.
            EMPLOYEE additionally represents that, upon termination of his
            employment with the COMPANY, he will not retain in his possession
            any such software, documents or other materials.

12.   REMEDY. It is mutually understood and agreed that EMPLOYEE'S services are
      special, unique, unusual, extraordinary and of an intellectual character
      giving them a peculiar value, the loss of which cannot be reasonably or
      adequately compensated in damages in an action at law. Accordingly, in the
      event of any breach of this AGREEMENT by EMPLOYEE, including but not
      limited to, the breach of the non-disclosure, non-solicitation and
      non-compete clauses of Paragraph 10 hereof, the COMPANY shall be entitled
      to equitable relief by way of injunction or otherwise in addition to
      damages the COMPANY may be entitled to recover.


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13.   REPRESENTATIONS AND WARRANTIES OF EMPLOYEE.

      (a)   In order to induce the COMPANY to enter into this AGREEMENT,
            EMPLOYEE hereby represents and warrants to the COMPANY as follows:
            (i) EMPLOYEE hereby has the legal capacity to unrestricted right to
            execute and deliver this AGREEMENT and to perform all of his
            obligations hereunder; (ii) the execution and delivery of this
            AGREEMENT by EMPLOYEE and the performance of his obligations
            hereunder will not will not violate or be in conflict with any
            fiduciary or other duty, instrument, agreement, document,
            arrangement or other understanding to which EMPLOYEE is a party or
            by which he is or may be bound or subject; and (iii) EMPLOYEE is not
            a party to any instrument, agreement, document, arrangement or other
            understanding with any person (other than the COMPANY) requiring or
            restricting the use or disclosure of any confidential information or
            the provision of any employment, consulting or other services.

      (b)   EMPLOYEE hereby agrees to indemnify and hold harmless the COMPANY
            from and against any and all losses, costs, damages and expenses
            (including, without limitation, its reasonable attorneys' fees)
            incurred or suffered by the COMPANY resulting from any breach by
            EMPLOYEE of any of his representations or warranties set forth in
            Paragraph 13(a) hereof.

14.   NOTICES. All notices given hereunder shall be in writing and shall be
      deemed effectively given when hand-delivered or mailed, if sent by
      registered or certified mail, return receipt requested, addressed to
      EMPLOYEE at his address set forth on the first page of this AGREEMENT or
      to the COMPANY at its address set forth on the first page of this
      AGREEMENT or to such changed address as may be properly noticed hereunder.

15.   ENTIRE AGREEMENT. Other than any separate agreements which supplement and
      are cumulative to paragraphs 10, 11 and 12 hereof, this AGREEMENT
      constitutes the entire understanding of the parties with respect to its
      subject matter and no change, alteration or modification hereof may be
      made except in writing signed by the parties hereto. Any prior or other
      agreements, promises, negotiations or representations not expressly set
      forth in this AGREEMENT are of no force or effect.

16.   SEVERABILITY. If any provision of this AGREEMENT shall be unenforceable
      under any applicable law, then notwithstanding such unenforceability, the
      remainder of this AGREEMENT shall continue in full force and effect.

17.   WAIVERS, MODIFICATIONS, ETC. No amendment, modification or waiver of any
      provision of this AGREEMENT shall be effective unless the same shall be in
      writing and signed by each of the parties hereto, and then such waiver or
      consent shall be effective only in the specific instance and for the
      specific purpose for which given.

18.   INDEMNIFICATION. COMPANY shall indemnify EMPLOYEE against any and all
      claims of third parties arising out of the lawful and authorized
      performance of his duties pursuant to this AGREEMENT by EMPLOYEE to the
      fullest extent permitted by law.


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19.   ASSIGNMENT. Neither this AGREEMENT, nor any of EMPLOYEE'S rights, powers,
      duties or obligation hereunder, may be assigned by EMPLOYEE. This
      AGREEMENT shall be binding upon and inure to the benefit of EMPLOYEE and
      his heirs and legal representatives and the COMPANY and its successors and
      assigns.

20.   APPLICABLE LAW. This AGREEMENT shall be deemed to have been made, drafted,
      negotiated and the transactions contemplated hereby consummated and fully
      performed in the State of California, without regard to the conflicts of
      law rules thereof. Nothing contained in this AGREEMENT shall be construed
      so as to require the commission of any act contrary to law, and whenever
      there is any conflict between any provision of this AGREEMENT and any
      statue, law, ordinance, order or regulation, contrary to which the parties
      hereto have no legal right to contract, the latter shall prevail, but in
      such event any provision of this AGREEMENT so affected shall be curtailed
      and limited only to the extent necessary to bring it within applicable
      legal requirements.

21.   ARBITRATION; JURISDICTION AND VENUE; PREVAILING PARTY It is hereby
      irrevocably agreed that all disputes or controversies between COMPANY and
      EMPLOYEE arising out of, in connection with or relating to this AGREEMENT
      shall be exclusively heard, settled and determined by arbitration before a
      retired Federal or California judge to be held in the City of Los Angeles,
      County of Los Angeles. The arbitration shall be administered by JAMS
      pursuant to its Comprehensive Arbitration Rules and Procedures. The
      parties also agree that judgment may be entered on the arbitrator's award
      by any court having jurisdiction thereof and the parties consent to the
      jurisdiction of any court located in the City of Los Angeles, County of
      Los Angeles, for this purpose. The arbitrator shall allocate all of the
      costs of the arbitration, including the fees of the arbitrator and the
      reasonable attorneys' fees and expenses of the prevailing party, against
      the party who did not prevail.

22.   FULL UNDERSTANDING. EMPLOYEE represents and agrees that he fully
      understands his rights to discuss all aspects of this AGREEMENT with his
      private attorney, that to the extent, if any, that he desires, he availed
      himself of this right, that he has carefully read and fully understands
      all of the provisions of this AGREEMENT, that he is competent to execute
      this AGREEMENT, that his agreement to execute this AGREEMENT has not been
      obtained by any duress and that he freely and voluntarily enters into it,
      and that he has read this document in its entirety and fully understands
      the meaning, intent and consequences of this document.

23.   COUNTERPARTS. This AGREEMENT may be executed in any number of
      counterparts, each of which shall be deemed an original and all of which
      taken together shall constitute one and the same agreement.

24.   LEGAL REPRESENTATION. The parties hereto acknowledge that each has been
      represented by independent counsel of such party's own choice throughout
      all of the negotiations which preceded the execution of this AGREEMENT and
      in connection with the preparation and execution of this AGREEMENT or has
      had the opportunity to do so and has not availed himself or itself of it.


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IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date
first above written.

                  MOTORCAR PARTS & ACCESSORIES, INC.


                  By:          /s/ Selwyn Joffe
                               ---------------------------------------
                  Name/Date:   Selwyn Joffe
                               ---------------------------------------
                  Title:       Chairman of the Board, President
                               and Chief Executive Officer
                               ---------------------------------------

                  /s/ Charles W. Yeagley
                  --------------------------------------
                  CHARLES W. YEAGLEY/DATE


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