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                        AFTERMARKET TECHNOLOGY CORP.

                         1996 STOCK INCENTIVE PLAN  


          SECTION 1.  HISTORY AND PURPOSE OF PLAN

          Upon the merger of Aftermarket Technology Holdings Corp., a 
Delaware corporation ("Holdings"), into Aftermarket Technology Corp., a 
Delaware corporation (the "Company"), the Amended and Restated 1994 Stock 
Incentive Plan of Holdings, as amended, became the stock incentive plan of 
the Company and is hereby renamed as the 1996 Stock Incentive Plan (this 
"Plan").

          The purpose of this Plan is to enable the Company to attract, 
retain and motivate its employees, non-employee directors, and independent 
contractors by providing for or increasing the proprietary interests of such 
employees, non-employee directors, and independent contractors in the Company.

          SECTION 2.  PERSONS ELIGIBLE UNDER PLAN

          Any employee, non-employee director, or independent contractor of 
the Company or any of its subsidiaries (each, a "Participant"), shall be 
eligible to be considered for the grant of Awards (as hereinafter defined) 
hereunder.

          SECTION 3.  AWARDS

          (a)  The Committee (as hereinafter defined), on behalf of the 
Company, is authorized under this Plan to enter into any type of arrangement 
with a Participant that is not inconsistent with the provisions of this Plan 
and that, by its terms, involves or might involve the issuance of (i) shares 
of common stock, par value $.01, of the Company ("Common Shares") or (ii) a 
Derivative Security (as such term is defined in Rule 16a-1 promulgated under 
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as such 
rule may be amended from time to time) with an exercise or conversion 
privilege at a price related to the Common Shares or with a value derived 
from the value of the Common Shares. The entering into of any such 
arrangement is referred to herein as the "grant" of an "Award."

          (b)  Awards are not restricted to any specified form or structure 
and may include, without limitation, sales or bonuses of stock, restricted 
stock, stock options, reload stock options, stock purchase warrants, other 
rights to acquire stock, securities convertible into or redeemable for stock, 
stock appreciation rights, phantom stock, dividend equivalents, performance 
units or performance shares, and an Award may consist of one such security or 
benefit, or two or more of them in tandem or in the alternative.

          (c)  Awards may be issued, and Common Shares may be issued pursuant 
to an Award, for any lawful consideration as determined by the Committee, 
including, without limitation, services rendered by the recipient of such 
Award.

          (d)  Subject to the provisions of this Plan, the Committee, in its 
sole and absolute discretion, shall determine all of the terms and conditions 
of each Award granted under this Plan, which terms and conditions may 
include, among other things: 


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          (i)  a provision permitting the recipient of such Award, 
     including any recipient who is a director or officer of the Company, to 
     pay the purchase price of the Common Shares or other property issuable 
     pursuant to such Award, or such recipient's tax withholding obligation 
     with respect to such issuance, in whole or in part, by any one or more 
     of the following:

               (A)  the delivery of cash;

               (B)  the delivery of other property deemed acceptable by the 
          Committee;

               (C)  the delivery of previously owned shares of capital stock 
          of the Company (including "pyramiding") or other property; or

               (D)  a reduction in the amount of Common Shares or other property
          otherwise issuable pursuant to such Award.

          (ii)  a provision conditioning or accelerating the receipt of 
     benefits pursuant to such Award, either automatically or in the 
     discretion of the Committee, upon the occurrence of specified events, 
     including, without limitation, a change of control of the Company (as 
     defined by the Committee), an acquisition of a specified percentage of 
     the voting power of the Company, the dissolution or liquidation of the 
     Company, a sale of substantially all of the property and assets of the 
     Company or an event of the type described in Section 7 hereof; or

          (iii)  a provision required in order for such Award to qualify as 
     an incentive stock option under Section 422 of the Internal Revenue Code 
     (an "Incentive Stock Option").

          (e)  For purposes of any Award under this Plan, unless provided 
otherwise in the grant of such Award, the "Fair Market Value" of a Common 
Share or other security on any date (the "Determination Date") shall be equal 
to the closing price per Common Share or unit of such other security on the 
business day immediately preceding the Determination Date, as reported in The 
Wall Street Journal, Western Edition, or, if no closing price was so reported 
for such immediately preceding business day, the closing price for the next 
preceding business day for which a closing price was so reported, or, if no 
closing price was so reported for any of the 30 business days immediately 
preceding the Determination Date, the average of the high bid and low asked 
prices per Common Share or unit of such other security on the business day 
immediately preceding the Determination Date in the over-the-counter market, 
as reported by the National Association of Securities Dealers, Inc. Automated 
Quotations System or such other system then in use, or, if the Common Shares 
or such other security were not quoted by any such organization on such 
immediately preceding business day, the average of the closing bid and asked 
prices on such day as furnished by a professional market maker making a 
market in the Common Shares or such other security selected by the Board of 
Directors of the Company (the "Board").


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          SECTION 4.  STOCK SUBJECT TO PLAN

          (a)  The aggregate number of Common Shares that may be issued 
pursuant to all Incentive Stock Options granted under this Plan shall not 
exceed 1,800,000 subject to adjustment as provided in Section 7 hereof.

          (b)  At any time, the aggregate number of Common Shares issued and 
issuable pursuant to all Awards (including all Incentive Stock Options) 
granted under this Plan shall not exceed 2,400,000 subject to adjustment as 
provided in Section 7 hereof.

          (c)  For purposes of Section 4(b) hereof, the aggregate number of 
Common Shares issued and issuable pursuant to Awards granted under this Plan 
shall at any time be deemed to be equal to the sum of the following:

          (i) the number of Common Shares that were issued prior to such time 
     pursuant to Awards granted under this Plan, other than Common Shares 
     that were subsequently reacquired by the Company pursuant to the terms 
     and conditions of such Awards and with respect to which the holder 
     thereof received no benefits of ownership such as dividends; plus 

          (ii) the number of Common Shares that were otherwise issuable prior 
     to such time pursuant to Awards granted under this Plan, but that were 
     withheld by the Company as payment of the purchase price of the Common 
     Shares issued pursuant to such Awards or as payment of the recipient's 
     tax withholding obligation with respect to such issuance; plus 

          (iii) the maximum number of Common Shares that are or may be 
     issuable at or after such time pursuant to Awards granted under this 
     Plan prior to such time.

          (d)  Subject to adjustment as provided in Section 7 hereof, the 
aggregate number of Common Shares subject to Awards granted during any 
calendar year to any one Participant (including the number of shares involved 
in Awards having a value derived from the value of Common Shares) shall not 
exceed 1,800,000 shares.

          SECTION 5.  DURATION OF PLAN

          No Awards shall be made under this Plan after July 29, 2004.  
Although Common Shares may be issued after July 29, 2004 pursuant to Awards 
made prior to such date, no Common Shares shall be issued under this Plan 
after July 29, 2014.

          SECTION 6.  ADMINISTRATION OF PLAN

          (a)  This Plan shall be administered by a committee (the 
"Committee") of directors appointed by the Board.

          (b)  Subject to the provisions of this Plan, the Committee shall be 
authorized and empowered to do all things necessary or desirable in 
connection with the administration of this Plan, including, without 
limitation, the following:

          (i) adopt, amend and rescind rules and regulations relating to this 
     Plan;


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          (ii) determine which persons are eligible to participate in this 
     Plan and to which of such persons, if any, Awards shall be granted 
     hereunder;

          (iii) grant Awards to Participants and determine the terms and 
     conditions thereof, including the number of Common Shares issuable 
     pursuant thereto;

          (iv) determine whether, and the extent to which adjustments are 
     required pursuant to Section 7 hereof; and

          (v) interpret and construe this Plan and the terms and conditions 
     of any Award granted hereunder.

          SECTION 7.  ADJUSTMENTS

          If the outstanding securities of the class then subject to this 
Plan are increased, decreased or exchanged for or converted into cash, 
property or a different number or kind of securities, or if cash, property or 
securities are distributed in respect of such outstanding securities, in 
either case as a result of a reorganization, merger, consolidation, 
recapitalization, restructuring, reclassification, dividend (other than a 
regular, quarterly cash dividend) or other distribution, stock split, reverse 
stock split or the like, or if substantially all of the property and assets 
of the Company are sold, then, unless the terms of such transaction shall 
provide otherwise, the Committee shall make appropriate and proportionate 
adjustments in (a) the number and type  of shares or other securities or cash 
or other property that may be acquired pursuant to Incentive Stock Options 
and other Awards theretofore granted under this Plan and (b) the maximum 
number and type of shares or other securities that may be issued pursuant to 
Incentive Stock Options and other Awards thereafter granted under this Plan.

          SECTION 8.  AMENDMENT AND TERMINATION OF PLAN

          The Board may amend or terminate this Plan at any time and in any 
manner, PROVIDED, HOWEVER, that no such amendment or termination shall 
deprive the recipient of any Award theretofore granted under this Plan, 
without the consent of such recipient, of any of his or her rights thereunder 
or with respect thereto.

          SECTION 9.  EFFECTIVE DATE OF PLAN

          This Plan shall be effective as of July 29, 1994 the date upon 
which it was approved by the Board; PROVIDED, HOWEVER, that no Common Shares 
may be issued under this Plan until it has been approved, directly or 
indirectly, by the affirmative votes of the holders of a majority of the 
securities of the Company present, or represented, and entitled to vote at a 
meeting duly held in accordance with the laws of the State of Delaware.



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