0001193125-07-009634 Sample Contracts

Shares Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENT
Equity Underwriting Agreement • January 22nd, 2007 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • New York

As the Representatives, you have advised the Issuer and the Selling Stockholders (a) that you are authorized to enter into this Agreement on behalf of the several Underwriters, and (b) that the several Underwriters are willing, acting severally and not jointly, to purchase the numbers of Firm Securities set forth opposite their respective names in Schedule I, plus their pro rata portion of

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EMPLOYMENT AGREEMENT
Employment Agreement • January 22nd, 2007 • U.S. Auto Parts Network, Inc. • Retail-auto & home supply stores • California

THIS EMPLOYMENT AGREEMENT (the “Agreement ”) is made effective January 17, 2007 (the “Effective Date”) by and among between U.S. Auto Parts Network, Inc., a Delaware corporation (the “Company”) and Michael J. McClane, an individual (the “Executive”).

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