Agreement and Plan of Reorganization

AGREEMENT AND PLAN OF REORGANIZATION



                      AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------

            AGREEMENT  AND PLAN OF  REORGANIZATION  dated as of March 31,  1997,
among  MOTORCAR  PARTS & ACCESSORIES,  INC., a New York  corporation  having its
principal place of business at 2727 Maricopa Street, Torrance,  California 90503
("Transferee"),  MEL MARKS,  an individual  having a residence at 17906 Aberdeen
Way, Boca Raton, Florida 33496 ("M. MARKS"), RICHARD MARKS, an individual having
a residence at 13484 Bayliss Road, Los Angeles,  California  90049 ("R.  MARKS")
and VINCENT QUEK,  also known as Quek Kok Hoe, an individual  having a residence
in Singapore and having an office at 2727 Maricopa Street, Torrance,  California
90503  ("QUEK").   M.  Marks,  R.  Marks  and  Quek  are  hereinafter  sometimes
collectively referred to as "Transferors".

                              W I T N E S S E T H :
                              - - - - - - - - - - 

            WHEREAS,  each of the Transferors  owns 133,333 (133,334 in the case
of Quek)  ordinary  shares of S$1.00 per share of MVR Products  Pte  Limited,  a
corporation  organized under the laws of Singapore  ("MVR") and 333,333 (333,334
in the case of Quek)  ordinary  shares  RM1 per  share of  Unijoh  Sdn,  Bhd,  a
corporation  organized  under the laws of Malaysia  ("Unijoh") all such ordinary
shares of MVR (the "MVR  Shares")  and all such  ordinary  shares of Unijoh (the
"Unijoh  Shares")  (the MVR  Shares  and the Unijoh  Shares,  collectively,  the
"Shares")  being all of the issued and  outstanding  ordinary  shares of MVR and
Unijoh, respectively; and






            WHEREAS,  MVR and  Unijoh are  affiliated  with the  Transferee  and
conduct,  on a  contract  basis,  remanufacturing  operations  similar  to those
conducted by the  Transferee at its Los Angeles  remanufacturing  facility;  and

            WHEREAS, the Transferors desire to exchange the Shares for shares of
common stock,  par value $.01 per share, of the Transferee ("MPA Common Stock"),
and the Transferee is willing to issue and deliver shares of MPA Common Stock to
the Transferors solely in exchange for the Shares, upon the terms and subject to
the  conditions  hereinafter  set  forth  pursuant  to a plan of  reorganization
designed to qualify as a tax-free  reorganization  under Section 368(a)(1)(B) of
the Internal Revenue Code of 1986, as amended (the "Code"); and

            WHEREAS,  the Transferee  has obtained an independent  analysis from
Houlihan Lokey Howard & Zukin, a speciality  investment  banking firm ("Houlihan
Lokey"), as to the value of Unijoh and MVR; and

            WHEREAS,  based in part  upon the  valuation  analysis  provided  by
Houlihan Lokey and following  such  negotiations,  the Special  Committee of the
Board of Directors of the Transferee  deems  advisable and in the best interests
of the  shareholders  of the Transferee the acquisition of all of the issued and
outstanding  Shares in  exchange  for 145,455  shares (the "MPA  Shares") of MPA
Common Stock.

            NOW,  THEREFORE,  in consideration of the mutual covenants contained
herein, the parties hereto agree as follows:

                                      - 2 -





                                    ARTICLE I

                               EXCHANGE OF SHARES
                                 FOR MPA SHARES
                                 --------------

            Section 1.1. Exchange Transaction. Upon the terms and subject to the
conditions set forth in this Agreement,  the  Transferors  shall, at the Closing
(as defined in Section 2.1 hereof), convey, transfer,  assign and deliver to the
Transferee  transfer forms representing all of the Shares,  which transfer forms
duly executed shall convey title to and ownership of the  Transferors'  interest
in MVR and Unijoh to the Transferee. In exchange therefor, the Transferee shall,
at the Closing, issue and deliver to each Transferor  certificates  representing
an aggregate of 145,455 authorized but previously-unissued  shares of MPA Common
Stock  registered  in  the  name  each  such  Transferor.  Any  transfer  tax or
registration  duty up to an aggregate  amount of $10,000 which may be payable in
Singapore  and/or Malaysia in connection with such exchange  transaction will be
the responsibility of the Transferee.


                                   ARTICLE II

                                     CLOSING
                                     -------

            Section 2.1. Date of Closing.  The closing under this Agreement (the
"Closing")  shall take place at the offices of Parker  Chapin  Flattau & Klimpl,
LLP, 1211 Avenue of the  Americas,  New York,  New York 10036,  or at such other
place as shall be  mutually  agreed  upon in writing by the  Transferee  and the
Transferors,  at 2:00 P.M., local time, on March 31, 1997. If the Closing is not
held by the close of business on such date, the Closing may be postponed, at the
sole option of the Transferee, to a date not later than April 30, 1997. However,
if the Closing is not held by the close

                                      - 3 -





of  business on April 30,  1997,  this  Agreement  shall  terminate  without any
further obligation or liability on the part of any party hereto.

            Section 2.2. Action at Closing.  At the Closing,  the Transferee and
the Transferors  shall take such actions and execute and deliver such documents,
instruments, certificates and opinions as are provided for in this Agreement.


                                   ARTICLE III

                REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS
                -------------------------------------------------

            Each  Transferor,  jointly  and  severally,  hereby  represents  and
warrants to the Transferee as follows:

            Section  3.1.  Authority  and  Capacity  of  the  Transferors.  Each
Transferor  has all  requisite  power,  authority  and  capacity  to perform the
obligations required of him under this Agreement.

            Section  3.2.  Title to the Shares.  Each  Transferor  is the lawful
record and beneficial  owner of 133,333 (133,334 in the case of Quek) MVR Shares
and 333,333  (333,334 in the case of Quek) Unijoh Shares,  which,  together with
the MVR Shares and Unijoh Shares so owned by the other  Transferors,  constitute
100% of the issued and outstanding shares of common stock of MVR and Unijoh; and
the  conveyance,  transfer,  assignment  and  delivery  of  the  Shares  by  the
Transferors to the  Transferee  pursuant to Section 1.1 hereof will transfer to,
and vest in,  Transferee  legal and valid title  thereto,  free and clear of all
claims, liens, charges and encumbrances of any kind whatsoever.

            Section 3.3.  Organization,  Good Standing and  Corporate  Power and
Authority  of MVR and  Unijoh.  Each of MVR and  Unijoh  is a  corporation  duly
organized, validly existing and in

                                      - 4 -





good standing under the laws of Singapore and Malaysia,  respectively,  and each
is duly qualified and authorized to transact  business as a foreign  corporation
in each jurisdiction in which it owns properties or is otherwise  conducting its
business,  except where the failure to be so qualified or  authorized  would not
have a material  adverse  effect on the  financial  condition of MVR and Unijoh,
taken as a whole.  Each of MVR and Unijoh has the corporate  power and authority
to own,  lease and operate its  properties and to carry on its business as it is
now being conducted.

            Section 3.4.  Capitalization.  The  authorized  capital stock of MVR
consists of 400,000  ordinary shares of $1.00 per share, all of which shares are
issued  and  outstanding,  of  which  133,333  shares  are  held of  record  and
beneficially by M. Marks,  133,333 shares are held of record and beneficially by
R. Marks and 133,334  shares are held of record and  beneficially  by Quek.  The
authorized capital stock of Unijoh consists of 1,000,000 ordinary shares RM1 per
share, all of which shares are issued and  outstanding,  of which 333,333 shares
are held of record and  beneficially  by M.  Marks,  333,333  shares are held of
record and  beneficially  by R. Marks and 333,334  shares are held of record and
beneficially by Quek. All of the issued and  outstanding  shares of common stock
of  MVR  and  Unijoh  are  duly  authorized,  validly  issued,  fully  paid  and
non-assessable,  with no personal liability  attaching to the ownership thereof.
There are no existing options, calls, agreements or commitments of any character
obligating  either  MVR or  Unijoh to  authorize,  issue or  acquire  any of its
respective  shares of capital  stock and there are no options,  calls or similar
agreements  or  commitments  relating  to the issued and  outstanding  shares of
common  stock of MVR and  Unijoh. 

            Section 3.5.  Subsidiaries  and Affiliates.  Neither MVR nor Unijoh,
directly or  indirectly,  owns any  material  interest in or controls  any other
corporation, association or other form of business organization.

                                      - 5 -





            Section 3.6. No  Violation.  Neither the  execution  and delivery of
this Agreement nor the consummation of the transactions contemplated hereby will
(a) violate any provision of the  corporate  charter or by-laws of either MVR or
Unijoh,  as amended to date, (b) with or without the giving of notice and/or the
passage of time,  materially  violate,  conflict  with,  result in the breach or
termination of,  constitute a material  default under, or result in the creation
of any material lien, charge or encumbrance upon any of the assets of either MVR
or Unijoh pursuant to, any material  contract,  agreement,  indenture,  lease or
commitment to which either MVR or Unijoh is a party or by which it or any of its
assets may be bound, except as may be set forth in Schedules 3.6(a) or 3.6(b) or
as would not have a material  adverse  effect on the financial  condition of MVR
and Unijoh,  taken as a whole, or (c) materially  violate any judgment,  decree,
order,  statute,  rule or  governmental  regulation  applicable to either MVR or
Unijoh.

            Section 3.7. Financial Statements.  There have been furnished to the
Transferee the audited  balance sheets of MVR as at March 31, 1995 and 1996 (the
latter  balance sheet of MVR being  hereinafter  referred to as the "MVR Balance
Sheet") and the audited  statements  of income for each of the years then ended,
in each case  including  the  respective  notes thereto and  accompanied  by the
report of Ernst & Young, independent certified public accountants. Such 1995 and
1996 financial statements fairly present the financial position of MVR as at the
respective  dates  specified  and  the  results  of  operations  of MVR  for the
respective  periods  specified,   in  conformity  with  Statements  of  Auditing
Guideline  and  Statements  of  Auditing  Practice  and  applicable   accounting
standards.  Except for  liabilities  and  obligations  incurred in the  ordinary
course of  business  since the date of the MVR  Balance  Sheet or referred to in
Schedules  3.7(a)  or  3.7(b),  MVR does not have any  material  liabilities  or
obligations, other than liabilities and obligations reflected in the MVR Balance
Sheet or the respective notes thereto and liabilities and obligations  which, in
accordance with the foregoing

                                      - 6 -





accounting  standards,  were not  required to have been so  reflected as of such
date.  In  addition,  there have been  furnished to the  Transferee  the audited
balance sheets of Unijoh as at March 31, 1995 and 1996 (the latter balance sheet
of Unijoh being  hereinafter  referred to as the "Unijoh Balance Sheet") and the
audited  statements  of income  for each of the years then  ended,  in each case
including the respective  notes thereto and accompanied by the report of Ernst &
Young,  independent  certified public accountants.  Such 1995 and 1996 financial
statements fairly present the financial  position of Unijoh as at the respective
dates  specified  and the  results of  operations  of Unijoh for the  respective
periods specified,  in conformity with approved auditing  standards.  Except for
liabilities  and  obligations  incurred in the ordinary course of business since
the date of the Unijoh  Balance  Sheet or  referred  to in  Schedules  3.7(a) or
3.7(b), Unijoh does not have any material liabilities or obligations, other than
liabilities  and  obligations  reflected  in the  Unijoh  Balance  Sheet  or the
respective  notes thereto and liabilities  and obligations  which, in accordance
with approved auditing standards, were not required to have been so reflected as
of such date.

            Section  3.8.  Title to  Assets.  Except as set  forth in  Schedules
3.8(a) and 3.8(b),  MVR owns the assets  reflected  on the MVR Balance  Sheet as
owned by it and Unijoh owns the assets  reflected on the Unijoh Balance Sheet as
owned by it, in each case free and clear of all material claims,  liens, charges
and encumbrances. All of such assets generally are in good condition and repair,
reasonable wear and tear excepted,  and are suitable for the uses for which they
are intended.

            Section 3.9.  Contracts,  Etc. Schedules 3.9(a) and 3.9(b) set forth
all material written contracts,  agreements,  indentures,  leases,  licenses and
commitments (collectively, the "Contracts") to which MVR or Unijoh is a party or
by which either of them or any of their  respective  assets may be bound,  other
than (a) sales orders and purchase orders entered into in the ordinary course of
business, (b) contracts,  agreements,  indentures,  leases and commitments which
may be terminated

                                      - 7 -





at the  option of MVR or  Unijoh,  as the case may be, on not more than 60 days,
prior notice and do not  involve,  in the  aggregate,  more than $50,000 and (c)
contracts  with the  Transferee.  All of the  Contracts  are in full  force  and
effect, without material amendment.

            Section 3.10. Insurance. The assets of MVR and Unijoh are covered by
insurance  policies  which are in full force and effect  with all  premiums  due
thereon  paid in full and which are  reasonably  adequate  in amount,  scope and
coverage to protect MVR and Unijoh  against any material loss of its  properties
or any material interruption in its operations.

            Section  3.11.  Books and Records.  The books and records of each of
MVR and Unijoh are in all material  respects  complete  and  correct,  have been
maintained in accordance with sound business  practices and reflect all material
transactions to which either MVR or Unijoh was a party since January 1, 1995.

            Section 3.12. Bank Accounts.  The Transferors have advised, and will
continue to advise,  the  Transferee  as to the name and address of each bank or
other financial  institution  which is a depositary of MVR or Unijoh or in which
either has a safe  deposit  box,  the name and account  number  under which such
account  is  maintained  and the  name  and  title or  capacity  of each  person
authorized to draw thereon or have access thereto.

            Section  3.13.  Taxes.  Each of MVR and  Unijoh  has filed  with the
 .appropriate  governmental agencies all tax returns required to be filed and has
paid all  assessments  shown to be due on such tax returns  and all  assessments
claimed to be due by a governmental  authority with respect thereto. To the best
knowledge  of  the  Transferors,  there  are  no  pending  examinations  by  any
governmental  authority  of the income tax returns of either MVR or Unijoh,  and
all prior additional  assessments for taxes (or interest or penalties  thereon),
if any, have been paid or provided  for.  Neither MVR nor Unijoh has executed or
filed with any taxing authority any agreement extending

                                      - 8 -





the period for assessment or collection of any tax and neither MVR nor Unijoh is
a party to any action or proceeding by any governmental authority for assessment
or collection of taxes.

            Section  3.14.  Litigation.  Except as set forth in  Schedule  3.14,
there are no actions, suits,  proceedings,  judgments or decrees existing or, to
the knowledge of the  Transferors,  threatened or proposed  against or affecting
MVR or Unijoh or any of the  properties  of either which have  resulted or would
result in any material  adverse change in the business,  properties or financial
condition of MVR or Unijoh,  and neither MVR nor Unijoh nor any of the assets of
either is subject to any  outstanding  judgment issued by any court involving in
excess of $25,000 in the aggregate.  To the best  knowledge of the  Transferors,
there  are no  pending  orders  known  to the  Transferors  of any  governmental
authority which may materially  adversely affect the operations of MVR or Unijoh
as now conducted.

            Section  3.15.  Trademarks,  Trade Names,  Patents,  Etc.  Schedules
3.15(a) and 3.15(b) set forth complete and correct lists and descriptions of all
patents, copyrights,  trade names, trademarks,  logos, service names and service
marks  which are used or held for use in the  business or  operations  of MVR or
Unijoh,  respectively (the "Intangible Property"). Each of MVR and Unijoh is the
registered and beneficial  owner, or registered user, as the case may be, of all
such Intangible Property set forth on Schedule 3.15(a) or 3.15(b).  All of MVR's
and Unijoh's rights in said Intangible Property are in full force and effect and
the Transferors have no knowledge of any claims that any such right is not valid
or enforceable by MVR or Unijoh, as the case may be, or of any infringement upon
or conflict with any Intangible  Property rights, or of any infringement upon or
conflict with any trademark, trade name, copyright, patent or proprietary right,
or any  application  relating  to the  foregoing,  or of any third  party  claim
alleging such infringement or conflict.  Each of MVR and Unijoh has the right to
use all patents, trademarks, trade names, copyrights, inventions, designs,

                                      - 9 -





formulae, trade secrets,  manufacturing processes, know-how and other industrial
property  rights  necessary to  manufacture  and market the  products  presently
manufactured or marketed by it, including any product licensed from others.

            Section 3.16. Absence of Defaults, Etc. Neither MVR nor Unijoh is in
default,  and neither has received any notice of any alleged  material  default,
under any contract, agreement,  indenture, lease or other commitment to which it
is a party  or by  which  it or any of its  assets  is  bound  and,  to the best
knowledge of the  Transferors,  no other party to any such contract,  agreement,
indenture,  lease or other commitment is in material default thereunder.  To the
best knowledge of the Transferors,  neither MVR nor Unijoh has violated,  in any
material respect,  or received notice of any alleged material  violation of, any
applicable  law,  regulation or ordinance  relating to its operations or assets.
All material  licenses and permits  required in connection with the operation of
MVR's business and Unijoh's  business have been issued and are in full force and
effect.

            Section 3.17. Absence of Certain Changes.  Since the date of the MVR
Balance Sheet and the Unijoh Balance Sheet neither MVR nor Unijoh has:

                        (a)  operated  its  business  and dealt  with its assets
            other than in the ordinary course;

                        (b) cancelled or compromised any material debt or claim;

                        (c)  released,   transferred  or  granted  any  material
            rights;

                        (d)  suffered  any  material   adverse   change  in  its
            financial  condition,  properties  or business  or  obtained  actual
            knowledge of any present or future  business  condition  which would
            materially  adversely  affect the assets,  properties or business of
            MVR or Unijoh or which would prevent either of them from carrying on
            its business in substantially the same manner as that in which it is
            being conducted;

                        (e) made,  amended or cancelled  any material  contract,
            agreement,  indenture,  lease or other  commitment or failed to keep
            any of  them in full  force  and  effect  or to  perform  any of its
            obligations thereunder;


                                     - 10 -





                        (f)   paid   any   material   bonus   or   extraordinary
            compensation to any director,  officer or employee inconsistent with
            past practice;

                        (g) entered into any  transaction  which would result in
            any representation or warranty of the Transferors  contained in this
            Agreement becoming untrue in any material respect  immediately after
            the consummation of such transaction; or

                        (h) declared any  dividend or made any  distribution  to
            its shareholders.

            Section 3.18. Consideration.  For purposes of Section 505 of the New
York Business  Corporation Law,  notwithstanding  any other  representations  or
warranties  hereunder,  the right to receive any MPA Shares under this Agreement
or pursuant to the transactions contemplated hereby has not been agreed to as an
incentive  to  service  or  continued  service  with  MPA or any  subsidiary  or
affiliate of MPA.

              
                                   ARTICLE IV

                REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE
                ------------------------------------------------

            The  Transferee  hereby  represents  and  warrants  to  each  of the
Transferors as follows:

            Section 4.1.  Organization,  Good Standing and  Corporate  Power and
Authority. The Transferee is a corporation duly organized,  validly existing and
in good standing under the laws of the State of New York. The Transferee has the
corporate  power and authority to own,  lease and operate its  properties and to
carry on its business as it is now being conducted.

            Section 4.2.  Capitalization.  The  authorized  capital stock of the
Transferee  consists of 10,000,000  shares of common  stock,  par value $.01 per
share, of which 4,866,000 shares are issued and outstanding and 5,000,000 shares
of preferred stock, none of which is issued or outstanding. Upon the delivery at
the Closing of the MPA Shares to the Transferors in exchange for

                                     - 11 -





the MVR  Shares,  the  MPA  Shares  delivered  to the  Transferors  will be duly
authorized,  validly  issued,  fully paid and  non-assessable,  with no personal
liability attaching to the ownership thereof.

            Section 4.3. Financial  Statements and Other Corporate  Information.
The  Transferee  has furnished to each of the  Transferors  copies of the Annual
Report to  Shareholders  of the  Transferee  for the fiscal year ended March 31,
1996, the Annual Report on Form 10-K of the Transferee for the fiscal year ended
March 31, 1996 filed with the Securities and Exchange Commission ("SEC") and the
Quarterly Reports on Form 10-Q of the Transferee for each of the fiscal quarters
ended June 30,  September  30 and  December  31,  1996  filed with the SEC.  The
financial statements of the Transferee contained in the aforesaid reports fairly
present the  financial  position of the  Transferee as at the  respective  dates
specified  and the  consolidated  results  of  operations  and cash flows of the
Transferee  for the  respective  periods  specified,  in conformity  with United
States generally accepted accounting principles  consistently applied,  subject,
in the  case of  unaudited  financial  statements,  to  changes  resulting  from
year-end audit adjustments.  None of such reports, as of the respective dates on
which they were filed with the SEC, contained any untrue statement of a material
fact or  failed to state a  material  fact  required  to be  stated  therein  or
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading.

            Section 4.4. Effective Agreement. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have been
duly  authorized by all necessary  corporate  action of the  Transferee and this
Agreement  constitutes the legal, valid and binding obligation of the Transferee
enforceable  against the  Transferee in accordance  with its terms.  Neither the
execution  and  delivery  of  this  Agreement  nor  the   consummation   of  the
transactions   contemplated  hereby  will  (a)  violate  any  provision  of  the
certificate of incorporation or by-laws of the Transferee,

                                     - 12 -





as amended to date,  (b) with or without the giving of notice and/or the passage
of time, materially violate,  conflict with, result in the breach or termination
of,  constitute  a material  default  under,  or result in the  creation  of any
material lien, charge or encumbrance upon any of the assets of the Transferee or
its subsidiary pursuant to, any material contract,  agreement,  indenture, lease
or commitment to which the  Transferee is a party or by which the  Transferee or
any of its  properties  may be bound or (c)  materially  violate  any  judgment,
decree,  order,  statute,  rule or  governmental  regulation  applicable  to the
Transferee,   except   such   individual   violations,    conflicts,   breaches,
terminations,  defaults or liens as would not have a material  adverse effect on
the financial condition of the Transferee.

            Section 4.5. Litigation.  There are no actions, suits,  proceedings,
judgments or decrees existing or, to the knowledge of the Transferee, threatened
or proposed  against or affecting the Transferee or any of its properties  which
would  result  in any  material  adverse  change in the  consolidated  business,
properties or financial  condition of the  Transferee.  

            Section 4.6. Absence of Certain  Changes.  Since March 31, 1996, the
Transferee  has not  suffered  any  material  adverse  change  in its  financial
condition, properties or business.


                                    ARTICLE V

                          COVENANTS OF THE TRANSFERORS
                          ----------------------------

            Section 5.1.  Access to Properties  and Records.  From and after the
date  hereof,  the  Transferors  will  cause  MVR and  Unijoh  to  afford to the
officers,  attorneys,  accountants and other  representatives  of the Transferee
full and free access to such of the premises,  properties,  personnel, books and
records of MVR and Unijoh as the Transferee may reasonably request.

                                     - 13 -





            Section 5.2. Certain Restrictions. Each Transferor acknowledges that
by his  employment  with or stock  ownership  of MVR and Unijoh and  prospective
stock ownership of MPA that he may have access to  confidential  information and
trade  secrets of such  entities.  Confidential  information  and trade  secrets
include,  but are not limited to,  customer,  supplier and client  lists,  price
lists, marketing, distribution and sales strategies and procedures,  operational
and equipment techniques, business plans and systems, 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 such entities which are not in the
public domain. Each Transferor agrees that he will not at any time following the
date hereof use or disclose to any third party,  trade  secrets or  confidential
information of any such entities,  including,  but not limited to,  confidential
information or trade secrets  belonging to such entities or their  customers and
clients or proprietary  processes or procedures thereof.  Each Transferor agrees
that for two  years  (four  years in the case of Mr.  Quek)  following  the date
hereof he will not, directly or indirectly,  under any circumstances  other than
at the direction and for the benefit of such entities,  engage in or participate
in any business activity,  including,  but not limited to, acting as a director,
officer, employee, agent, independent contractor,  partner, consultant, licensor
or licensee, 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 or southeastern Asia (including Singapore and Malaysia)
that is, directly or indirectly, competitive with any business conducted by such
entities. Should Mr. Quek own 5% or less of the issued and outstanding shares of
a class of securities of a

                                     - 14 -





corporation  the  securities  of which are  traded on a United  States  national
securities exchange or in the over-the-counter  market, such ownership shall not
cause  Mr.  Quek to be deemed a  shareholder  under  the  immediately  preceding
sentence.  Each Transferor  agrees that for two years (four years in the case of
Mr. Quek)  following  the date hereof he will not, 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 such  entities,  solicit or
induce any creditor,  customer, supplier, officer, employee or agent of any such
entity to sever its  relationship  with or leave the employ of any such  entity.
Each  Transferor  agrees  that the  nature and scope of the  provisions  of this
Section 5.2 are reasonable and necessary.  If, for any reason, any aspect of the
above  provisions  as it applies to a  Transferor  is  determined  by a court of
competent jurisdiction to be unreasonable or unenforceable, the provisions shall
only  be  modified  to the  minimum  extent  required  to  make  the  provisions
reasonable and/or enforceable, as the case may be.


                                   ARTICLE VI

              CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFEREE
              -----------------------------------------------------

            The  obligations of the Transferee  under this Agreement are subject
to the  satisfaction  at or  prior  to the  Closing  of  each  of the  following
conditions  (any  of  which  may  be  waived  by  the  Transferee  in  its  sole
discretion):

            Section 6.1.  Correctness of Representations and Warranties.  All of
the  representations  and  warranties  of  the  Transferors  contained  in  this
Agreement or otherwise  made in writing  pursuant to this  Agreement  shall have
been true and correct in all material  respects  when made and shall be true and
correct in all material  respects at the date of the Closing as though  restated
and made at such  time;  all of the  terms,  covenants  and  conditions  of this
Agreement  required to be complied with and performed by the  Transferors  shall
have been duly complied with and performed

                                     - 15 -





in all  material  respects;  and the  Transferors  shall have  delivered  to the
Transferee a certificate  signed by M. Marks, R. Marks and Quek,  dated the date
of the Closing, to the foregoing effect.

            Section 6.2. Fairness Opinion. The Transferee shall have received an
opinion of Houlihan Lokey, in form and substance satisfactory to the Transferee,
to the effect that the terms of the  transaction  contemplated by this Agreement
are fair, from a financial viewpoint, to the shareholders of the Transferee.

            Section 6.3. Absence of Litigation.  There shall be no action, suit,
proceeding,  judgment or decree  pending  before or  threatened  by any court or
governmental  agency which would result in any  material  adverse  change in the
business,  properties or financial condition of either MVR or Unijoh or in which
it is sought or threatened to restrain, enjoin or prohibit (or to obtain damages
in a material  amount in connection  with) the  consummation  of the transaction
contemplated hereby.

            Section  6.4.  Absence  of  Certain  Changes.  There  shall not have
occurred  since  the  date  of the  MVR  Balance  Sheet  any  material  casualty
(irrespective of any insurance  relating thereto) to any of the assets of either
MVR or Unijoh or any other material  adverse change in the financial  condition,
properties or business of either MVR or Unijoh.

            Section 6.5. Corporate Books;  Corporate  Approvals.  The Transferee
shall have received (a) all of the corporate  minute books,  stock books,  stock
transfer ledgers, corporate seals and other corporate records of MVR and Unijoh;
and (b) such other items and documents as the Transferee may reasonably  request
and as may be consistent with the purposes of this Agreement.

            Section 6.6. Opinions of Counsel. The Transferee shall have received
an  opinion  of  counsel  to each of MVR and  Unijoh  substantially  in the form
attached hereto as Annex A.

            Section 6.7. Employment  Agreement.  MVR, Unijoh and Quek shall have
entered into an  employment  agreement  between them  substantially  in the form
attached hereto as Annex B.

                                     - 16 -





                                   ARTICLE VII

             CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRANSFERORS
             ------------------------------------------------------

            The obligations of the Transferors  under this Agreement are subject
to the  satisfaction at or prior to the date of Closing of each of the following
conditions (any of which may be waived by the Transferors jointly) in their sole
discretion:

            Section 7.1.  Correctness of Representations and Warranties.  All of
the representations and warranties of the Transferee contained in this Agreement
or otherwise made in writing pursuant to this Agreement shall have been true and
correct in all material  respects when made and shall be true and correct in all
material respects at the date of the Closing as though restated and made at such
time; all of the terms,  covenants and conditions of this Agreement  required to
be complied with and performed by the  Transferee at or prior to the date of the
Closing  shall  have been  duly  complied  with and  performed  in all  material
respects;  and  the  Transferee  shall  have  delivered  to  the  Transferors  a
certificate  signed by the Chief Financial Officer of the Transferee,  dated the
date of the Closing, to the foregoing effect.

            Section 7.2. Absence of Litigation.  There shall be no action, suit,
proceeding,  judgment or decree  pending  before or  threatened  by any court or
governmental  agency which could result in any  material  adverse  change in the
business,  properties or financial condition of the Transferee or in which it is
sought or threatened to restrain,  enjoin or prohibit (or to obtain damages in a
material  amount  in  connection  with)  the  consummation  of the  transactions
contemplated hereby.

            Section 7.3.  Fairness  Opinion.  The Transferee shall have received
the opinion of Houlihan Lokey described in Section 6.2 hereof.

            Section 7.4. Employment  Agreement.  MVR, Unijoh and Quek shall have
entered into an  employment  agreement  between them  substantially  in the form
attached hereto as Annex B.

                                     - 17 -





                                  ARTICLE VIII

                   INVESTMENT UNDERTAKING; REGISTRATION RIGHTS
                   -------------------------------------------

            Section 8.1. Investment  Undertaking and Lock-Up.  Each of M. Marks,
R. Marks and Quek confirms his understanding that the shares of MPA Shares to be
issued to him pursuant to this Agreement will be "restricted  securities" within
the  meaning  of  Rule  144 of the  General  Rules  and  Regulations  under  the
Securities Act of 1933, as amended (the "Act"),  and  acknowledges  that he will
acquire  such shares for his own account for  investment  and not with a view to
the distribution  thereof.  Each of M. Marks, R. Marks and Quek severally agrees
that he will not sell,  transfer  or  otherwise  dispose  of any of such  shares
unless (a) a  registration  statement  under the Act with respect to such shares
has become,  and is at the time of disposition,  effective or (b) in the opinion
of  counsel  for  the  Transferee,  the  proposed  disposition  may be  made  in
accordance  with the  provisions  of such  Rule 144 or  another  exemption  from
registration  without  constituting  a  violation  of the  Act  or of any  other
applicable federal or state securities laws. Each of M. Marks, R. Marks and Quek
further  agrees that he may sell  one-fourth  of the MPA Shares  received by him
hereunder commencing on the first anniversary of the date hereof and may sell an
additional  one-fourth of the MPA Shares received by him hereunder commencing on
each of the next succeeding  three  anniversaries  of the date of this Agreement
(notwithstanding  earlier saleability under any applicable securities laws) (the
"Lock-Up") and further agrees that the Transferee may place on all  certificates
representing  MPA Shares delivered to them pursuant to this Agreement (or shares
issued in  replacement  thereof)  (a) a legend  to the  effect  that the  shares
represented by such certificates have not been registered under the Act and that
the  sale,  transfer  or other  disposition  of such  shares is  subject  to the
provisions of the Act and of this Agreement,  a copy of which shall be available
for inspection at the office of the Transferee in

                                     - 18 -





Torrance, California, and (b) a legend to the effect that the shares represented
by such certificates are subject to the Lock-Up.

            Section 8.2. Additional Investment Representations.  Each Transferor
represents  that he is an  accredited  investor  as that term is  defined  under
Regulation  D  promulgated  by the SEC under the Act (or is not a United  States
person for purposes of  applicability  of the Act and any rules and  regulations
thereunder),  is financially  able to bear the economic risk of this investment,
including the ability to afford holding the MPA Shares for an indefinite  period
or to afford a complete loss of the investment  therein,  has such knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of an investment  in the MPA Shares,  has received and read the
financial  and other  information  regarding  MPA  referred to herein,  has been
employed by and/or conducted  extensive business with MPA for an extended period
of time  prior to the  date  hereof,  has  been  given  the  opportunity  to ask
questions of, and receive answers from, MPA concerning this  transaction and the
business and financial condition of MPA, and has made an independent  evaluation
of the merits of this transaction.

            Section 8.3. No Registration  Rights.  Each Transferor  acknowledges
and agrees that the  Transferee  does not grant any  registration  rights of any
kind with respect to the MVR Shares.


                                   ARTICLE IX

           SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION
           -----------------------------------------------------------

            Section  9.1.  Survival  of  Representations  and  Warranties.   All
representations,  warranties  and  agreements  made  by the  Transferors  or the
Transferee in this Agreement or in any instrument  pursuant hereto shall survive
the  Closing  and any  investigation  at any time  made by or on  behalf of such
party,  provided,  however,  that no claim shall be  asserted by the  Transferee
against

                                     - 19 -





either of the Transferors or by either of the Transferors against the Transferee
for breach of any such  representation,  warranty or agreement  unless the party
asserting  such claim shall have given written notice of such claim to the party
or parties  against  whom it is asserted on or before the date which is one year
after the date of the Closing (except that the foregoing proviso shall not apply
to the obligations of the Transferors set forth in Section 5.2 of this Agreement
or those of the Transferors and the Transferee set forth in Article VIII of this
Agreement).

            Section 9.2.  Indemnification.  (a) Each of the Transferors  jointly
and  severally,  shall,  on demand,  indemnify and hold harmless the  Transferee
from,  and  reimburse  the  Transferee  for, any losses,  damages,  liabilities,
deficiencies and expenses (including reasonable attorneys' fees) incurred by the
Transferee  after the date  hereof by reason  of,  or  arising  out of,  (i) any
material  misrepresentation,   omission  of  fact  or  material  breach  of  any
representation  or warranty  contained in this  Agreement  or in any  instrument
delivered to the Transferee  hereunder on behalf of any Transferor,  or (ii) any
failure by any  Transferor  to perform  any  obligation  or duty  required to be
performed  by any of them under any  provision of this  Agreement.  In the event
that any claim shall be asserted against the Transferee, MVR or Unijoh by anyone
other than a party to this  Agreement,  which may result in the assertion by the
Transferee  of a claim  under  this  Section  9.2(a) or  otherwise  against  the
Transferors, the Transferee shall notify the Transferors of such claim promptly,
and the  Transferors  shall be given a  reasonable  opportunity,  at their  sole
expense, to control or, at their option, to participate in, the original defense
against or the compromise of such claim. In connection therewith, the Transferee
shall  cooperate  fully with the  Transferors  and shall make  available  to the
Transferors all pertinent  information  under the Transferee's  control relating
thereto.  Notwithstanding  anything in this  Agreement to the contrary,  (x) the
Transferors  shall in no event be liable to the  Transferee  under this  Section
9.2(a) or otherwise under this Agreement until the aggregate damages

                                     - 20 -





sustained by the  Transferee  shall exceed $50,000 and then only for the damages
above $50,000 and (y) in no event shall such liability of any Transferor  exceed
the value,  at  Closing,  of the MPA Shares  received  by him  pursuant  to this
Agreement.

            (b) The  Transferee  shall,  on demand,  indemnify and hold harmless
each Transferor  from, and reimburse each  Transferor for, any losses,  damages,
liabilities,  deficiencies and expenses (including  reasonable  attorneys' fees)
incurred  by him after the date  hereof by reason of, or arising  out of (i) any
material  misrepresentation,   omission  of  fact  or  material  breach  of  any
representation  or warranty  contained in this  Agreement  or in any  instrument
delivered  to him  hereunder  by the  Transferee  or  (ii)  any  failure  by the
Transferee  to perform any  obligation  or duty  required to be performed by the
Transferee  under any provision of this  Agreement.  In the event that any claim
shall be asserted  against any  Transferor  by anyone other than a party to this
Agreement  which may result in the assertion by any  Transferor of a claim under
this Section 9.2(b) or otherwise  against the Transferee,  the Transferors shall
notify the Transferee of such claim promptly,  and the Transferee shall be given
a reasonable opportunity,  at its sole expense, to control or, at its option, to
participate in the original  defense against or the compromise of such claim. In
connection therewith,  the Transferors shall cooperate fully with the Transferee
and shall make available to the Transferee all pertinent  information  under the
Transferors'  control  relating  thereto.   Notwithstanding   anything  in  this
Agreement to the contrary, (x) the Transferee shall in no event be liable to the
Transferors  under this Section 9.2(b) or otherwise  under this Agreement  until
the aggregate  damages sustained by the Transferors shall exceed $50,000 and (y)
in no event shall such liability of the Transferee exceed the value, at Closing,
of the MPA Shares transferred to the Transferors at the Closing.

                                    ARTICLE X


                                     - 21 -





                                  MISCELLANEOUS
                                  -------------

            Section 10.1. Expenses. Whether or not the transactions contemplated
by this  Agreement  shall be  consummated  and  except  as  otherwise  expressly
provided in this  Agreement,  each of the parties  hereto shall pay the fees and
expenses of its counsel, accountants and other experts (including Houlihan Lokey
in the  case  of the  Transferee)  and  all  other  expenses  incurred  by it in
connection  with the  preparation  for,  entering into and  consummation  of the
transactions  contemplated  by this  Agreement  and all other  matters  incident
thereto.

            Section  10.2.  Notices.  All notices,  requests,  demands and other
communications  which are required or permitted to be given under this Agreement
shall be in  writing  and  shall be deemed  to have  been  duly  given  upon the
delivery or mailing thereof, as the case may be, if delivered personally or sent
by registered or certified mail, return receipt requested,  postage prepaid,  as
follows:

                        (a) if to any or all of the Transferors, to such parties
            at any of their  respective  addresses set forth above,  with a copy
            thereof to William Pollak, Esq., Putney, Twombly, Hall & Hirson, 521
            Fifth Avenue, New York, New York 10175; and

                        (b) if to  the  Transferee,  to  Peter  Bromberg,  Chief
            Financial Officer, Motorcar Parts & Accessories, Inc., 2727 Maricopa
            Street,  Torrance,  California 90503, with a copy thereof to Gary J.
            Simon, Esq., Parker Chapin Flattau & Klimpl, LLP, 1211 Avenue of the
            Americas, New York, New York 10036;

or to such  other  person or  address as any of the  parties  hereto  shall have
specified by notice in writing to all other parties hereto.

            Section 10.3. Entire Agreement. This Agreement sets forth the entire
agreement  and   understanding  of  the  parties  hereto  with  respect  to  the
transactions contemplated hereby and supersedes any and all prior agreements and
understandings  relating  to  the  subject  matter  hereof.  No  representation,
promise, inducement or statement of intention has been made by any party hereto

                                     - 22 -





which is not embodied in this Agreement or the written statements, certificates,
schedules or other documents delivered pursuant hereto or in connection with the
transactions  contemplated  hereby,  and no  party  hereto  shall be bound by or
liable for any alleged  representation,  promise,  inducement  or  statement  of
intention not set forth herein or therein.

            Section 10.4.  Amendment.,  Waiver.  This  Agreement may be amended,
modified.   superseded   or  cancelled,   and  any  of  the  terms,   covenants,
representations,  warranties  or  conditions  hereof  may be  waived,  only by a
written  instrument  executed by the parties hereto or, in the case of a waiver,
by the party waiving compliance.

            Section  10.5.  Parties in  Interest.  All of the terms,  covenants,
representations,  warranties and conditions contained in this Agreement shall be
binding  upon,  and shall  inure to the  benefit of and be  enforceable  by, the
parties hereto and their  respective  heirs,  successors  and assigns,  but this
Agreement  and  the  rights  and  obligations  contained  herein  shall  not  be
assignable by any of the parties  hereto prior to the Closing  without the prior
written consent of each other party hereto.

            Section 10.6.  Severability.  If any provision of this  Agreement or
the  application  of any such provision to any person or  circumstance  shall be
held invalid,  illegal or  unenforceable  in any respect by a court of competent
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other provision hereof.

            Section 10.7. Delivery of Schedules and Documents. The schedules and
documents  referred to herein have been delivered and initialed on behalf of the
respective parties hereto for identification purposes.

            Section 10.8. Governing Law. This Agreement shall be governed by and
construed  and  enforced in  accordance  with the laws of the State of New York,
without regard to the application of the conflicts of law rules thereof.

                                     - 23 -





            Section 10.9.  Captions.  The section headings  contained herein are
for  reference  purposes  only and shall not in any way  affect  the  meaning or
interpretation of this Agreement.

            Section 10.10.  Counterparts.  This Agreement may be executed in any
number  of  counterparts,  each of  which  shall  be  deemed  to be an  original
instrument and all of which together shall constitute a single agreement.


                                     - 24 -




            IN WITNESS  WHEREOF,  the  parties  hereto have duly  executed  this
Agreement on the date first above written.

                                           /s/ Mel Marks
                                           ------------------------------------
                                           MEL MARKS


                                           /s/ Richard Marks
                                           ------------------------------------
                                           RICHARD MARKS


                                           /s/ Vincent Quek
                                           ------------------------------------
                                           VINCENT QUEK


           
                                           MOTORCAR PARTS & ACCESSORIES, INC.


                                           By: /s/ Peter Bromberg
                                               --------------------------------
                                                  Peter Bromberg,
                                                  Chief Financial Officer


                                      -25-