Exhibit 10.164

EMPLOYMENT AGREEMENT

                           EMPLOYMENT AGREEMENT (“Agreement”) made this 2nd day of January, 2004, by and between Lippert Components, Inc., a Delaware corporation (the “Company”) and L. Douglas Lippert (the “Executive”).

W I T N E S S E T H :

                           WHEREAS, the Executive has been the Chairman of the Company, the Company desires to secure his continued services for the Company, and the Executive is willing to perform such services, upon the terms and conditions hereinafter set forth;

                           NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and in reliance upon the respective representations and warranties made to them in this Agreement, the parties hereto agree as follows:

               1. RETAINER

                           1.1 The Company hereby retains the Executive and the Executive hereby agrees to serve the Company as Chairman of the Board of Directors of the Company and each of its subsidiaries and as a general advisor to the Company, under the terms and conditions of this Agreement.

               2. TERM

                           The term of this Agreement, unless sooner terminated pursuant to the terms hereof, shall be for the three (3) year period commencing on January 1, 2004 and continuing through December 31, 2006 (the “Term”).

               3. SERVICES - LOCATION

                           3.1 The Executive shall serve the Company faithfully, efficiently and diligently as its Chairman and as a general advisor with respect to the Company’s business.

                           3.2 The Executive shall be available to render such services to the Company from time to time in person, upon reasonable notice to the Executive, as the Company shall reasonably deem necessary; provided, however, that the Executive shall not be required to perform more than twenty-five (25) hours of service per week during the first year of the Term, and ten (10) hours of service per week during each of the second and third years of the Term.

               4. COMPENSATION

                           The Company agrees to pay the Executive during the Term for all services to the Company, and the Executive agrees to accept, compensation in the amount of (i) Three Hundred Thousand ($300,000) Dollars during the first year of the Term and (ii) One Hundred Thousand ($100,000) Dollars during each of the second and third years of the term.

               5. EXPENSES, BENEFITS

                           5.1 All reasonable travel, entertainment and other expenses actually incurred incident to the rendering of services by the Executive hereunder and consistent with Company’s travel policies will be paid by the Company. If any such expenses are paid in the first instance by the Executive, the Company will reimburse him therefor on presentation of expense vouchers.

                           5.2 The Executive and his immediate family shall continue to receive medical coverage, and the Executive shall continue to receive disability and long-term care insurance, at least equivalent, in nature and extent, to the coverage afforded by the Company prior to the date hereof.

                           5.3 The Executive shall be eligible to participate in any pension, retirement or profit-sharing plan available to executives of the Company.

                           5.4 During the period of employment hereunder, the Company, at it expense, will make available to the Executive one automobile (or an automobile allowance at the option of the Executive), together with gasoline credit cards, customary insurance, maintenance, license fees, and parking, to be used in connection with the business of the Company. The Company will pay for all maintenance and parking of such automobile.

               6. TERMINATION

                           6.1 If, on account of physical or mental disability as certified in writing by a reputable doctor selected by the Company, the Executive shall fail or be unable to fully perform this Agreement for an aggregate of twenty-five (25) days during any three month period of this Agreement, the Company may at any time thereafter upon five (5) days written notice to the Executive, terminate this Agreement; and upon any such termination, the Company shall have no further obligation or liability to the Executive, except that the Company shall continue to pay the Executive the compensation payable pursuant to Section 4 and the benefits provided pursuant to Section 5.2 until the first to occur of (i) the expiration of the Term or (ii) one year from the date of termination.

                           6.2 In the event of the death of the Executive during the Term, all obligations of the Company pursuant to this Agreement shall terminate on the date of death, except that the Company shall continue to pay the estate of the Executive the c