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                          EMPLOYMENT AGREEMENT

          This Employment Agreement ("Agreement") is entered into as of March 6,
1998 by and between Ronald E. Bradshaw, a natural person ("Employee"), and 
Aftermarket Technology Corp., a Delaware corporation (the "Company").

                            R E C I T A L S

          A.   Immediately prior to the date hereof, Employee has been 
employed by the OEM Division of Autocraft Industries, Inc., an Oklahoma 
corporation ("Former Employer"), which is engaged in, among other thing, (i) 
the remanufacture of transmissions and related drivetrain components for Ford 
Motor Company and General Motors Corporation, (ii) the remanufacture of 
electronic control modules, instrument display clusters, telephones and 
radios for certain original equipment manufacturers, (iii) the remanufacture 
of engines for certain original equipment manufacturers in Europe, (iv) the 
distribution of cellular telephones for AT&T Wireless, and (v) material 
recovery services for Ford (the "OEM Business," which term excludes Seller's 
operations that (x) participate in Ford's "FAR" program, (y) remanufacture 
non-GM transmissions for AC-Delco, or (z) are not part of the OEM Division).

          B.   Concurrently herewith, subsidiaries of the Company are 
purchasing substantially all the assets used in the Business pursuant to that 
certain Asset Purchase Agreement dated as of February 10, 1998 among Former 
Employer, Fred Jones Industries A Limited Partnership and Aftermarket 
Technology Corp. (the "Purchase Agreement").

          C.   The Company desires to retain the services of Employee for the 
benefit of the Company and its subsidiaries.

                            A G R E E M E N T

          NOW, THEREFORE, in consideration of the foregoing recitals and the 
mutual covenants and agreements set forth below, the parties hereto agree as 
follows:

          1.   EMPLOYMENT AND TERM.

               (a)  FULL TIME AND BEST EFFORTS.  Subject to the terms set 
forth herein, the Company agrees to employ Employee in a management capacity 
and Employee hereby accept such employment.  During the term of his 
employment, Employee will devote his full time, best efforts and attention to 
the performance of his duties hereunder and to the business and affairs of 
the Company and its subsidiaries.

               (b)  DUTIES.  Employee shall perform such duties for the 
Company and its subsidiaries as are customarily associated with a management 
position, consistent with the Bylaws of the Company and as required by the 
officer or officers to whom Employee reports.

               (c)  COMPANY POLICIES.  The employment relationship between 
the parties shall be governed by the general employment policies and 
practices of the Company, including but not limited to those relating to 
protection of confidential information and 

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assignment of inventions, except that when the terms of this Agreement differ 
from or are in conflict with such employment policies and practices, this 
Agreement shall control.

               (d)  TERM.  The initial term of employment of Employee under 
this Agreement shall begin as of the date hereof and end on the third 
anniversary the date hereof, subject to the provisions for termination 
contained in Section 5 and renewal contained in Section 1(e).

               (e)  RENEWAL.  Unless the Company shall have given Employee 
notice that this Agreement shall not be renewed at least 30 days prior to the 
end of the initial term referred to in Section 1(d), the term of this 
Agreement shall be automatically extended for a period of one year, such 
procedure to be followed in each such successive period.

          2.   COMPENSATION AND BENEFITS.

               (a)  SALARY.  Employee shall receive for services to be 
rendered hereunder an annual base salary of $275,000, payable on the 
Company's regular payroll dates, subject to increase at the discretion of the 
Company, and subject to standard withholdings for taxes and social security 
and the like.  The Company shall review Employee's salary on an annual basis 
and may, in its sole discretion, increase Employee's salary.

               (b)  INCENTIVE PLANS.  During the term hereof, Employee shall 
be eligible to participate in any annual incentive bonus plan and long-term 
incentive plan (including, without limitation, any stock option plan) of the 
Company generally available to Company employees of a level comparable to 
Employee.  Such participation shall be subject to and on a basis consistent 
with the terms, conditions and administration of any such plan.  Employee 
understands that (i) the Company shall have discretion to determine 
Employee's level of participation in any such plan and (ii) any such plan may 
be modified or eliminated in the Company's sole discretion in accordance with 
applicable law and the terms of such plan.  For the year ending December 31, 
1998, Employee's target bonus shall be 50% of his base salary for the period 
from the date hereof to December 31, 1998 and will be paid based on 
achievement of financial and personal goals to be established by the Company.

               (c)  PARTICIPATION IN BENEFIT PLANS.  Initially, Employee 
shall be entitled to participate in all benefit plans generally available to 
Hired OEM Employees (as that term is defined in the Purchase Agreement) 
pursuant to Section 7.08 of the Purchase Agreement.  Thereafter, during the 
term hereof, Employee shall be entitled to participate in any group 
insurance, hospitalization, medical, dental, health and accident, disability, 
retirement income or similar plan or program of the Company to the extent 
that he is eligible under the general provisions thereof.  The Company, may, 
in its discretion and from time to time, establish additional management 
benefit programs as it deems appropriate.  Employee understands that any such 
plans may be modified or eliminated in the Company's discretion in accordance 
with applicable law. 

               (d)  VACATION.  Employee will be credited for all vacation 
days that he has accrued with Former Employer as of the date hereof and will 
be able to utilize them in the same manner as previously permitted by Former 
Employer. In addition, after the date hereof 

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Employee shall be entitled to a period of annual paid vacation time equal to 
the period provided to employees of a comparable level by the Company's 
policies and procedures.  If the period of annual paid vacation time is 
determined based on period of service, Employee's prior service with Former 
Employee will be included in determining the period to which Employee is 
entitled.  The days selected for Employee's vacation must be mutually 
agreeable to the Company and Employee.

          3.   PERQUISITES.  

               (a)  AUTOMOBILE.  Employee will continue to be reimbursed for 
expenses related to his present company automobile to the same extent that he 
has been reimbursed by Former Employer prior to the date hereof.  After the 
expiration of the lease with respect to such automobile, Employee will be 
provided with an automobile if and to the extent that automobiles are 
generally available to Company employees of a level comparable to Employee.

               (b)  OTHER REIMBURSEMENTS.  During each calendar year during 
the term hereof, Employee will receive reimbursement for expenses incurred 
during such year for (i) personal financial/tax planning, (ii) estate 
planning (including legal fees) and (iii) club (E.G., country club, health 
club, social club) dues; PROVIDED, HOWEVER, that the reimbursable amount for 
any such year shall not exceed 2% of Employee's base salary paid during such 
year.

          4.   BUSINESS EXPENSES.  Employee shall be reimbursed for 
documented and reasonable business expenses in connection with the 
performance of his duties hereunder.

          5.   TERMINATION OF EMPLOYMENT.  The date on which Employee's 
employment by the Company ceases, under any of the following circumstances, 
shall be defined herein as the "Termination Date."  

               (a)  TERMINATION FOR CAUSE.

                    (i)  TERMINATION; PAYMENT OF ACCRUED SALARY AND VACATION. 
The Company may terminate Employee's employment at any time for cause, 
immediately upon written notice to Employee of the circumstances leading to 
such termination for cause.  If Employee's employment is terminated for 
cause, Employee shall receive payment for all accrued salary and vacation 
time through the Termination Date, which in this event shall be the date upon 
which notice of termination is given.  The Company shall have no obligation 
to pay severance of any kind nor to make any payment in lieu of notice if 
Employee is terminated for cause.

                    (ii) DEFINITION OF CAUSE.  "CAUSE" means the occurrence 
or existence of any of the following with respect to Employee, as determined 
by the Company in its sole discretion: (A) a material breach by Employee of 
(1) his duty not to engage in any transaction that represents, directly or 
indirectly, self-dealing with the Company or any of its Affiliates that has 
not been approved by the Company, or (2) the terms of his employment, if in 
any such case such material breach remains uncured after the lapse of 30 days 
following the date that the Company has given Employee written notice 
thereof; (B) the material breach by Employee of any duty referred to in 
clause (A) above as to which at least one written notice has been given 
pursuant to clause (A); (C) any act of dishonesty, misappropriation, 
embezzlement, 

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intentional fraud or similar conduct involving the Company or any of its 
Affiliates; (D) the conviction or the plea of nolo contendere or the 
equivalent in respect of a felony involving moral turpitude; (E) any 
intentional damage of a material nature to any property of the Company or any 
of its Affiliates; or (F) the repeated non-prescription use of any controlled 
substance or the repeated use of alcohol or any other non-controlled 
substance that, in the reasonable determination of the Company renders 
Employee unfit to serve in his capacity as an employee of the Company or its 
Affiliates.

               (b)  VOLUNTARY TERMINATION.  Employee may voluntarily 
terminate his employment with the Company at any time upon 30 days' prior 
written notice. On the Termination Date, Employee shall receive payment for 
all accrued salary and vacation time through the Termination Date, after 
which no further compensation of any kind or severance payment will be 
payable under this Agreement.

               (c)  TERMINATION UPON DISABILITY.  The Company may terminate 
Employee's employment in the event Employee suffers a disability that renders 
Employee unable to perform the essential functions of his position, even with 
reasonable accommodation in compliance with the Americans with Disabilities 
Act, for three consecutive months within any six month period.  After the 
Termination Date, which in this event shall be the date upon which notice of 
termination is given, no further compensation will be payable under this 
Agreement.  The foregoing shall not affect any rights that Employee may have 
under applicable workers' compensation laws or any disability plan of the 
Company.

               (d)  TERMINATION WITHOUT CAUSE.  The Company may terminate 
Employee's employment without "cause" (as defined above) at any time upon 30 
days' prior written notice. On the Termination Date, Employee shall receive 
payment for all accrued salary and vacation time through the Termination Date 
and thereafter the Company shall, subject to Section 5(f), pay Employee as 
severance an amount equivalent to 100% of Employee's annual base salary as in 
effect immediately prior to the Termination Date, less standard withholdings 
for taxes and social security and the like.  The severance shall be payable 
in equal installments on each of the Company's regular payroll dates during 
the 12-month period commencing on the first such payroll date following the 
Termination Date.

               (e)  FUNDAMENTAL CHANGES.  If the Company (i) materially 
diminishes Employee's duties, authority, responsibility or compensation 
without performance justification, or (ii) breaches this Agreement in any 
material respect, Employee may terminate his employment PROVIDED that 
Employee has given the Company 30 days' written notice prior to such 
termination and the Company has not cured such diminution or breach, as the 
case may be, by the end of such 30-day period.  A termination in such 
circumstances shall be treated as a Company termination without cause and 
Employee shall be entitled to the severance payments provided in Section 5(d).

               (f)  EMPLOYEE'S DEATH.  If Employee dies, his beneficiaries 
shall receive payment for all accrued salary and vacation time through the 
date of death, after which no further compensation of any kind or severance 
payment will be payable under this Agreement.

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               (g)  EARNED BONUS.  If Employee's employment hereunder is 
terminated by the Company or Employee for any reason, Employee shall be 
entitled to receive on the Termination Date, in addition to any other 
payments called for by this Section 5, his Earned Bonus, if any, less 
standard withholdings for taxes and social security and the like.  "Earned 
Bonus" means any bonus that is payable to Employee with respect to the 
calendar year preceding the Termination Date but that has not been paid prior 
to the Termination Date.

          6.   PROPRIETARY INFORMATION OBLIGATIONS.  Prior to and/or during 
the term of employment under this Agreement, Employee has had and/or will 
have access to and has become and/or will become acquainted with the 
confidential and proprietary information of the Business and the Company and 
its affiliates, including but not limited to confidential and proprietary 
information or plans regarding customer relationships; personnel; sales, 
marketing, and financial operations and methods; trade secrets; formulas; 
devices; secret inventions; processes and other compilations of information, 
records, and specifications (collectively "Proprietary Information").  
Employee shall not disclose any of the Proprietary Information directly or 
indirectly, or use it in any way, either during the term of this Agreement, 
or at any time thereafter, except as required in the course of his employment 
hereunder or as authorized in writing by the Company.  All files, records, 
documents, computer-recorded information, drawings, specifications, equipment 
and similar items relating to the Business or the Company or its affiliates, 
whether prepared by Employee or otherwise coming into his possession prior to 
or during the term of this Agreement, shall remain the exclusive property of 
the Company and shall not be removed from the premises of the Company or its 
affiliate under any circumstances whatsoever without the prior written 
consent of the Company, except when (and only for the period) necessary to 
carry out Employee's duties hereunder, and if removed shall be immediately 
returned upon any termination of his employment and no copies thereof shall 
be kept by Employee.

          7.   NONINTERFERENCE.  While employed by the Company and for a 
period of three years thereafter, Employee agrees not to interfere with the 
Business or the Company or its affiliates by directly or indirectly 
soliciting, attempting to solicit, inducing, or otherwise causing any 
employee who is an employee of the Company at the time of such solicitation 
to terminate his or her employment in order to become an employee, consultant 
or independent contractor to or for any other employer.

          8.   NONCOMPETITION.  Employee agrees that during the term of this 
Agreement and for a period of 18 months after the termination hereof, he will 
not, without the prior consent of the Company, directly or indirectly, have 
an interest in, be employed by, be connected with, or have an interest in, as 
an employee, consultant, officer, director, partner, stockholder or joint 
venturer, any person or entity owning, managing, controlling, operating or 
otherwise participating or assisting in any business that is similar to or in 
competition with the Business (or any portion thereof) in any state in which 
the Company was conducting business on the date on which Employee ceased to 
be an employee of the Company; PROVIDED, HOWEVER, that the foregoing shall 
not prevent Employee from being a stockholder of less than 1% of the issued 
and outstanding securities of any class of a corporation listed on a national 
securities exchange or designated as national market system securities on an 
interdealer quotation system by the National Association of Securities 
Dealers, Inc.

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          9.   REMEDIES.  Employee acknowledges that a breach or threatened 
breach by Employee of any the provisions of Sections 6, 7 or 8 will result in 
the Business and the Company suffering irreparable harm that cannot be 
calculated or fully or adequately compensated by recovery of damages alone. 
Accordingly, Employee agrees that the Company shall be entitled to interim, 
interlocutory and permanent injunctive relief, specific performance and other 
equitable remedies, in addition to any other relief to which the Company may 
become entitled should there be such a breach or threatened breach.

          10.  MISCELLANEOUS.

               (a)  NOTICES.  Any notices provided hereunder must be in 
writing and shall be deemed effective upon the earlier of personal delivery 
(including personal delivery by telecopy, if a copy is sent by mail as 
follows) or the third day after mailing by first class mail to the recipient 
at the address indicated below:

               To the Company:

                    Aftermarket Technology Corp.
                    900 Oakmont Lane, Suite 100
                    Westmont, IL 60559
                    Attention:     Vice President--Human Resources
                    Facsimile:     (630) 455-2650

               To Employee:

                    Ronald E. Bradshaw

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

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

                    Facsimile:     (   )    -
                                    ---  --- -----

or to such other address or to the attention of such other person as the 
recipient party will have specified by prior written notice to the sending 
party.

               (b)  SEVERABILITY.  If any term or provision (or any portion 
thereof) of this Agreement is determined by a court to be invalid, illegal or 
incapable of being enforced by any rule of law or public policy, all other 
terms and provisions (or other portions thereof) of this Agreement shall 
nevertheless remain in full force and effect so long as the economic or legal 
substance of the transactions contemplated hereby is not materially affected. 
Upon such determination that any term or provision (or any portion thereof), 
is invalid, illegal or incapable of being enforced, this Agreement shall be 
deemed to be modified so as to effect the original intent of the parties as 
closely as possible to the end that the transactions contemplated hereby and 
the terms and provisions hereof are fulfilled to the greatest extent possible.

               (c)  ENTIRE AGREEMENT.  This Agreement constitutes the final, 
complete, and exclusive embodiment of the entire agreement and understanding 
between the parties related to the subject matter hereof and supersedes all 
prior or contemporaneous understandings, agreements, or representations by or 
between the parties, written or oral.

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               (d)  COUNTERPARTS.  This Agreement may be executed on separate 
counterparts, any one of which need not contain signatures of more than one 
party, but all of which taken together will constitute one and the same 
agreement.

               (e)  SUCCESSORS AND ASSIGNS.  This Agreement is intended to 
bind and inure to the benefit of and be enforceable by Employee and the 
Company, and their respective successors and assigns, except that Employee 
may not assign any of his duties hereunder and he may not assign any of his 
rights hereunder without the prior written consent of the Company.

               (f)  ATTORNEY'S FEES.  If any legal proceeding is necessary to 
enforce or interpret the terms of this Agreement, or to recover damages for 
breach therefore, the prevailing party shall be entitled to reasonable 
attorney's fees, as well as costs and disbursements, in addition to any other 
relief to which he or it may be entitled.

               (g)  AMENDMENTS; NO WAIVERS.  Any provision of this Agreement 
may be amended or waived if such amendment or waiver is in writing and 
signed, in the case of an amendment, by all parties hereto, and in the case 
of a waiver, by the party against whom the waiver is to be effective.  No 
waiver by a party of any breach of this Agreement shall be deemed to extend 
to any prior or subsequent breach or affect in any way any rights arising by 
virtue of any prior or subsequent breach.  No failure or delay by a party in 
exercising any right, power or privilege hereunder shall operate as a waiver 
thereof nor shall any single or partial exercise thereof preclude any other 
or further exercise thereof or the exercise of any other right, power or 
privilege.  The rights and remedies herein provided shall be cumulative and 
not exclusive of any rights or remedies provided by law. 

               (h)  GOVERNING LAW.  This Agreement shall be construed in 
accordance with and governed by the internal laws (without reference to 
choice or conflict of laws) of the State of Oklahoma. 

               (i)  CONSTRUCTION.  The captions herein are included for 
convenience of reference only and shall be ignored in the construction or 
interpretation hereof.  Neither party hereto, nor its respective counsel, 
shall be deemed the drafter of this Agreement, and all provisions of this 
Agreement shall be construed in accordance with their fair meaning, and not 
strictly for or against either party hereto. 

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


                                              /s/ Ronald E. Bradshaw
                                       -----------------------------------
                                                Ronald E. Bradshaw


                                       AFTERMARKET TECHNOLOGY CORP.


                                             /s/ Joseph Salamunovich
                                       -----------------------------------
                                       Joseph Salamunovich, Vice President


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