**AMENDMENT
        NO. 1 TO**
  **PURCHASE
        AGREEMENT**
  This
        AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “ Amendment
        No. 1 ” **)** is
        entered into as
        of July13,
        20 06
        by and among THULE AB, a company organized under the laws of the Kingdom
        of
        Sweden (“Purchaser”),
        ADVANCED ACCESSORY HOLDINGS CORPORATION, a Delaware corporation (“AAHC”),
        AAS ACQUISITIONS, LLC, a Delaware limited liability company, CHAAS ACQUISITIONS,
        LLC, a Delaware limited liability company, and VALLEY INDUSTRIES, LLC, a
        Delaware limited liability company (collectively, “Sellers”
        and, together with AAHC and Purchaser, the “Parties”).
  W
        I T N E S S E T H :
  WHEREAS,
        the Parties entered into the Purchase Agreement, dated as of May 17, 2006
        (the
“ Purchase
        Agreement ”),
        pursuant to which Purchaser agreed to purchase from Sellers, and Sellers
        agreed
        to sell to Purchaser, upon the satisfaction of certain conditions, the Acquired
        Business; and
  WHEREAS,
        the Parties desire to amend the Purchase Agreement, as hereinafter more
        particularly set forth;
  NOW,
        THEREFORE, in consideration of the foregoing premises and mutual covenants
        herein contained, the parties hereto do hereby agree as follows:
  ARTICLE
        I
  DEFINITIONS
  Section
        1.01.  Capitalized
        Terms .
        Capitalized terms used and not defined herein have the meanings assigned
        to them
        in the Purchase Agreement.
  ARTICLE
        II
  AMENDMENTS
  Section
        2.01.  Definitions .
  a.  Section
        1.1 of the Purchase Agreement shall be amended by inserting the definition
        of
“Additional OpCo Tender Consideration” in alphabetical order as
        follows:
  ““ Additional
        OpCo Tender Consideration ”
        means an amount equal to one-half of the product of (x) the aggregate principal
        amount of the OpCo Notes tendered before the Consent Payment Deadline (as
        defined in the OpCo Tender documents) and (y) 1.75%”.
  b.  Section
        1.1 of the Purchase Agreement shall be amended by deleting the definition
        of
“Cash Consideration” in its entirety and replacing it as follows:
  ““ Cash
        Consideration ”
        means the Base Price minus the sum of (i) the Aggregate OpCo Note Tender
        Price,
        (ii) 101% of the aggregate outstanding principal balance of the OpCo Notes
        (after giving effect to the OpCo Tender), (iii) the Additional OpCo Tender
        Consideration and (iv) the aggregate outstanding balance (principal and
        interest) of (x) all other outstanding Indebtedness of the Sold Subsidiaries
        as
        of the Closing and (y) all other outstanding Indebtedness included in the
        Assumed Liabilities, subject to adjustment as provided in Section
        2.10.”.
  c.  Section
        1.1 of the Purchase Agreement shall be amended by deleting the definition
        of
“Closing Cash Payment” in its entirety and replacing it as follows:
  ““ Closing
        Cash Payment ”
        means (a) the sum of (i) the Base Price plus (ii) if a positive number, the
        Estimated Working Capital Differential, minus (b) the sum of (i) the Aggregate
        OpCo Note Tender Price, (ii) the Additional OpCo Tender Consideration, (iii)
        the
        Estimated Closing Indebtedness, (iv) if a negative number, the absolute value
        of
        the Estimated Working Capital Differential, and (v) the Disclosed Pre-Closing
        Product Related Credit.”.
  Section
        2.02.  OpCo
        Tender .
        Section 5.4(b) of the Purchase Agreement shall be hereby amended by deleting
        it
        in its entirety and replacing it as follows:
  Sellers
        shall cause AAHC to commence, and thereafter to use commercially reasonable
        efforts to complete, (i) a combined tender offer and consent solicitation
        in
        respect of the HoldCo Notes (the “ HoldCo
        Tender ”)
        and (ii) a combined tender offer and consent solicitation in respect of the
        OpCo
        Notes (as may be amended from time to time, the “ OpCo
        Tender ”).
        In the HoldCo Tender and the OpCo Tender, the respective offerors will offer
        to
        purchase all of the outstanding Notes to which the tender offer relates on
        terms
        that require tendering noteholders to furnish written consents to amendments
        to
        the HoldCo Indenture (for notes tendered pursuant to the HoldCo Tender) (the
        “ HoldCo
        Indenture Amendments ”)
        and the OpCo Indenture (for notes tendered pursuant to the OpCo Tender) (the
        “ OpCo
        Indenture Amendments ”).
        The terms of the HoldCo Indenture Amendments and the OpCo Indenture Amendments
        shall be substantially as set forth on Schedule 5.4 to this Agreement with
        such
        changes as may reasonably be requested by the trustee under the HoldCo Indenture
        and the trustee under the OpCo Indenture and reasonably acceptable to Purchaser
        and Sellers. The other terms of the HoldCo Tender and the OpCo Tender shall
        be
        reasonably acceptable to Purchaser and shall include any terms reasonably
        requested by Purchaser; *provided* ,
        that under no circumstances shall the price offered in the HoldCo Tender
        or the
        OpCo Tender (including consent solicitation fees) exceed 101% of accreted
        value
        of the notes (in the case of the HoldCo Tender) or 102.75% of principal amount
        of the notes (in the case of the OpCo Tender). The HoldCo Tender and the
        OpCo
        Tender shall be commenced promptly (and in any event within five Business
        Days)
        after Purchaser notifies Sellers that Purchaser expects that the condition
        described in Section 6.1(a) of this Agreement (regarding governmental
        clearances) will be obtained within the following 35 days. The conditions
        to the
        obligations of the offerors to accept and pay for notes tendered in response
        to
        the HoldCo Tender and the OpCo Tender will include (i) a condition that
        sufficient consents shall have been received and not rescinded for the HoldCo
        Indenture Amendments and the OpCo Indenture Amendments to become effective
        when
        the tendered notes are accepted for payment and (ii) a condition that upon
        acceptance of the tendered notes for payment, all of the conditions to
        Purchaser’s obligations under this Agreement (other than the conditions that by
        their terms cannot be satisfied until the Closing) shall have been satisfied
        or
        waived. The parties shall cooperate with each other in respect of the HoldCo
        Tender and the OpCo Tender, and in taking all actions reasonably required
        to
        cause the HoldCo Indenture Amendments and the OpCo Indenture Amendments to
        become effective, including providing any historical and pro forma financial
        information relating to the Acquired Business that the Sellers or Purchaser
        shall reasonably deem necessary or advisable for inclusion in the HoldCo
        Tender
        and the OpCo Tender documents and by obtaining confirmation from the HoldCo
        Indenture Trustee and the OpCo Indenture Trustee that the Trustee will execute
        and deliver counterparts of the Indenture supplements and other instruments
        giving effect to the HoldCo Indenture Amendments and the OpCo Indenture
        Amendments when the requisite amount of noteholder consents is obtained pursuant
        to the terms of the HoldCo Tender or the OpCo Tender, as applicable, and
        by
        causing the delivery to the Trustee of such certificates, legal opinions
        and
        other materials as the Trustee may require in accordance with the terms of
        the
        applicable Indentures. Sellers (on the one hand) and Purchaser (on the other)
        each shall bear 50% of the costs and expenses (other than the fees and other
        charges of their respective legal counsel and the amounts paid for the tendered
        HoldCo Notes and, other than as provided in this Agreement, OpCo Notes) incurred
        in connection with the HoldCo Tender and the OpCo Tender, including the fees
        payable by AAHC, AAS and AAS Capital Corporation to Jefferies & Company,
        Inc. in its capacity as dealer manager of the Holdco Tender and the OpCo
        Tender,
        and each promptly shall reimburse the other for such party’s share of those
        costs and expenses, but in no event later than the Closing.”
  ARTICLE
        III
  MISCELLANEOUS
  Section
        3.01.  Headings .
        The headings used in this Amendment No. 1 are for convenience only and are
        not
        to be considered in construing this Amendment No. 1.
  Section
        3.02.  Remainder
        of Agreement .
        Except as expressly amended hereby, the Purchase Agreement is in all respects
        ratified and confirmed by all of the parties hereto and the terms thereof
        shall
        remain in full force and effect, except as expressly provided herein, and
        no
        waiver or modification of the terms or conditions thereof is intended or
        to be
        inferred; *provided* ,
        that Purchaser hereby acknowledges that the terms of the HoldCo Tender and
        the
        OpCo Tender, dated June 5, 2006, as amended from time to time, are acceptable
        to
        Purchaser and included all terms reasonably requested by Purchaser.
  Section
        3.03.  Counterparts .
        This Amendment No. 1 may be executed by manual or facsimile signature in
        counterparts, each of which shall be deemed to be an original but all of
        which
        when taken together shall constitute one and the same instrument.
  Section
        3.04.  Governing
        Law . **THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
        OF THE
        STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF
        LAW.**
  Section
        3.05.  Agreement
        Binding upon Successors and Assigns .
        Except as otherwise specifically provided, this Amendment No. 1 shall inure
        to
        the benefit of and shall be binding upon the successors and assigns of the
        respective Parties hereto.
  [Remainder
        of page intentionally left blank]
   NYA
            789698.2
  IN
        WITNESS WHEREOF, each of the Parties has caused its corporate name to be
        hereunto subscribed by its officer thereunto duly authorized all as of the
        day
        and year first above written.
  ADVANCED
                  ACCESSORY HOLDINGS CORPORATION
                
                By:/s/
                  Ronald J. Gardhouse
                Name:Ronald
                  J. Gardhouse
                Title:Executive
                  Vice President and Chief Financial OfficerAAS
                  ACQUISITIONS, LLC
                
                By:/s/
                  Ronald J. Gardhouse
                Name:Ronald
                  J. Gardhouse
                Title:Executive
                  Vice President and Chief Financial OfficerCHAAS
                  ACQUISITIONS, LLC
                
                By:/s/
                  Ronald J. Gardhouse
                Name:Ronald
                  J. Gardhouse
                Title:Executive
                  Vice President and Chief Financial OfficerVALLEY
                  INDUSTRIES, LLC
                
                By:/s/
                  Ronald J. Gardhouse
                Name:Ronald
                  J. Gardhouse
                Title:Executive
                  Vice President and Chief Financial OfficerTHULE
                  AB
                
                By:/s/
                  John Arney
                Name:John
                  Arney
                Title:DirectorBy:/s/
                  Eric-Joost Ernst
                Name:Eric-Joost
                  Ernst
                Title:Director