Exhibit (4)(a)

	STOCK PURCHASE AGREEMENT



This Agreement is made this 18th day of March, 1987 between CHAMPION PARTS 
REBUILDERS, INC., an Illinois corporation ("Seller"), and ECHLIN INC., a 
Connecticut corporation ("Purchaser").

	Recitals

A.	Seller is a major United States remanufacturer of automotive replacement 
parts.  Purchaser is a major supplier of products to the automotive
aftermarket and is a supplier to other manufacturers of new and
remanufactured automotive products.

B.	Seller is a long-time customer of Purchaser with 1986 purchases from 
Purchaser and its affiliates totaling over $6,000,000.  Seller is an important
customer of the Purchaser's divisions which supply it.  Seller and Purchaser 
have a number of common customers but do not presently compete with each other 
except in remanufactured clutches and, to a lesser extent, in calipers and 
water pumps.

C.	Since mid-1985, Seller and Purchaser have been discussing and exploring 
possible business transactions and ways in which they can be of more help to 
each other in product areas and in operation of their respective businesses, 
including the servicing of customers.  The parties have considered
transactions in which Purchaser would become a substantial equity owner in
Seller.

D.	Purchaser is aware of the litigation pending in Champion Parts 
Rebuilders, Inc. v. Cormier Corporation, et al. (No. 86 C 8906, United States 
District Court for Northern District of Illinois, E.D.) (the "Lawsuit") and 
that the outcome of the Lawsuit could affect the Seller's business and the 
value of Seller's Common Shares.

E.	The transaction provided for below will improve Seller's financial 
condition by increasing shareholders' equity and reducing existing high 
interest debt.  The proceeds are to be used by Seller primarily to prepay 
outstanding subordinated indebtedness.  Seller's cash earnings will thereby 
increase.  The transaction will also increase Seller's stability and value as a 
customer to Purchaser.  Purchaser's position as a major shareholder should 
reassure Seller's existing and prospective customers, suppliers, lenders and 
employees that major changes are unlikely to take place in Seller.
Now, therefore, Seller and Purchaser hereby agree as follows:

1.	Sale and Purchase of Shares.
At the Closing provided for in paragraph 4 hereof (the

"Closing"), for an aggregate Purchase Price of $5,400,000 (the "Purchase 
Price"), Seller shall sell and Purchaser shall purchase 600,000 authorized 
Common Shares, $.10 par value, of Seller and a Stock Purchase Warrant (the 
"Warrant") to acquire an additional 300,000 Common Shares, $.10 par value, of 
Seller at an exercise price of $9.20 per share (which Warrant shall be in the 
form of Exhibit A hereto).  The 600,000 Common Shares, $.10 par value, to be 
acquired hereunder are referred to as the "Shares".

2.	Representations of Seller.
Seller represents and warrants to Purchaser that:

2.1	Seller is a corporation existing and in good standing under the laws of 
the State of Illinois and has full corporate power and authority to own and 
lease the properties used in its business and to carry on its business as now 
conducted.

2.2	The authorized capital stock of Seller consists of 5,000,000 Common 
Shares, $.10 par value ("Common Shares"), of which 2,513,746 shares (excluding 
the Shares) are issued and outstanding on the date hereof.

2.3	On the date hereof, Seller has outstanding no warrants, options or rights 
to purchase or acquire Common Shares or securities convertible into or 
exchangeable for Common Shares, except for 58,340 Common Shares which may be 
purchased under Seller's Incentive Stock Option Plan (of which 14,465 Common 
Shares were reserved for options outstanding on February 20, 1987 and 43,875 
Common Shares were reserved for future options), 52,484 Common Shares issuable 
to employees under Seller's Stock Bonus Plan (of which 28,832 Common Shares 
were reserved for issuance pursuant to awards outstanding on February 20, 1987 
and 23,652 Common Shares were reserved for issuance under future awards), and 
an aggregate of 990,000 Common Shares issuable under Seller's outstanding 
Callable Common Share Purchase Warrants.

2.4	Seller has provided Purchaser with copies of the following, filed by 
Seller with the Securities and Exchange Commission ("the S.E.C.") pursuant to 
the Securities Exchange Act of 1934, as amended ("the 1934 Act"):  (a) Seller's 
Form 10-K Annual Report for the fiscal year ended December 31, 1985, (b) 
Seller's Form 10-Q Quarterly Reports for the three months ended March 31, June 
30 and September 30, 1986, and (c) Current Report on Form 8-K dated November 
17, 1986.  Seller has also provided Purchaser with a copy of Seller's press 
release announcing Seller's results of operation for the year ended December 
31, 1986.  The above reports constitute all of the reports required to be filed 
by Seller with the S.E.C. under the 1934 Act since December 31, 1985 and prior, 
to the date hereof and do not contain any untrue statement of a material fact 
or omit to state a material fact necessary in order to make the statements 
contained therein not misleading.

2.5	Seller has full corporate power and authority to enter into this 
Agreement and to carry out the provisions hereof.  This Agreement has been
duly authorized, executed and delivered by Seller and constitutes a valid and 
legally binding obligation of Seller.

2.6	No governmental authorization, approval, or permit, and no registration 
or filing by Seller with any governmental authority (except for reports 
required to be filed in the future under the 1934 Act and Illinois law), is 
required in connection with the execution, delivery and performance of this 
Agreement by Seller.

2.7	Upon the issuance of the Shares and the Warrant at the Closing and upon 
receipt by Seller of the Purchase Price from Purchaser, the Shares will be
duly and validly issued, fully-paid and non-assessable Common Shares and the
Warrant will be legally issued and will be the binding obligation of the
Seller in accordance with its terms.  Common Shares which are issued upon
exercise of the Warrant, when issued in accordance with the terms thereof,
and additional Common Shares which are issued in accordance with 7.1(a) below
("Additional Common Shares"), will be duly and validly issued, fully-paid and
non-assessable.  The Seller shall reserve and keep reserved out of its
authorized Common Shares the number of Common Shares which may be issuable
upon exercise of the Warrant.  After the issuance of the Shares and the
Warrant, Seller will have 485,430 authorized but unissued Common Shares which
will not be reserved for specific purposes.

3.	Representations of Purchaser.
Purchaser represents and warrants that:

3.1	Purchaser is a corporation validly existing and in good standing under 
the laws of the State of Connecticut.

3.2	Purchaser is acquiring the Shares and the Warrant, and, upon exercise of 
the Warrant or its rights under 7.1(a) will acquire Common Shares thereunder, 
for its own account for investment and with no present intention to distribute 
any thereof.  Purchaser is aware that the Shares, the Additional Common Shares, 
the Warrant and the Common Shares issuable upon exercise of the Warrant have 
not been registered under the Securities Act of 1933, as amended ("the 1933 
Act"), and that the Shares, the Additional Common Shares, the Warrant and the 
Common Shares issuable upon exercise of the Warrant may not be resold by 
Purchaser unless they are registered under the 1933 Act or an exemption from 
such registration is available.

3.3	This Agreement has been duly authorized, executed and delivered by 
Purchaser and constitutes a valid and legally binding obligation of Purchaser.  
Purchaser has full corporate power and authority to enter into this Agreement 
and to carry out the provisions hereof.

3.4	Prior to entering into this transaction Purchaser's representatives have 
visited Seller's principal manufacturing facilities and have been provided
with reports and other information referred to in paragraph 2.4.  Purchaser
is also informed as to the status of the Lawsuit and has not received any
assurance with respect thereto.

4.	The Closing.
The Closing of the sale and purchase of the Shares shall take place at the 
offices of Fried, Frank, Harris, Shriver & Jacobson, in New York, New York, on 
the date hereof.  At the Closing, Seller shall deliver to Purchaser a stock 
certificate or certificates evidencing the Shares and the Warrant, each 
registered in the name of Purchaser, and such other documents relating to the 
issuance of the Shares and the Warrant as may be reasonably requested by 
Purchaser's counsel, and Purchaser shall deliver to the Seller a certified or 
bank cashier's check in immediately available funds payable to the order of 
Seller in the amount of the Purchase Price.

5.	Restriction on Offer, Sale or Transfer of Shares.

5.1	As a material inducement to Seller to enter into this Agreement, 
Purchaser agrees that no Common Shares (including but not limited to the 
Shares) shall be offered, sold or transferred by Purchaser, unless either:

(a)	such proposed offer, sale or transfer shall be pursuant to a public 
offering registered under the 1933 Act; provided, however, that, except as set 
forth in paragraph 6 hereof, nothing contained in this paragraph 5 or in any 
other provision of this Agreement shall be deemed to require Seller to effect 
any such registration; or

(b)	in the opinion of counsel to Purchaser, who are satisfactory to Seller, 
such proposed offer, sale or transfer may be effected without registration 
under the 1933 Act.  In the event of any offer, sale or transfer of Common 
Shares effected pursuant to subparagraph (b) of this 5.1 shall be otherwise 
then pursuant to Rule 144 of the General Rules and Regulations under the 1933 
Act, Seller may require that the purchaser thereof agree to be bound by this 
paragraph 5 and that the certificates delivered to such purchaser bear legends 
to such effect and to the effect that such securities have not been registered 
under the Act.

5.2	Purchaser shall not, directly or indirectly, offer, sell or transfer any 
Common Shares or Warrant:

(a)	prior to March 1, 1994, to any person or group of persons, who, to the 
knowledge of Purchaser, either (i) before such offer, sale or transfer own, 
hold or have the right to acquire or (ii) immediately after such offer, sale
or transfer would own, hold or have the right to acquire, more than five
percent (5%) of the then outstanding Common Shares, or to any person or group
of persons acting in concert with such person or group; or
(b)	to any (i) of the defendants in the Lawsuit or (ii) any person or entity 
who has acted or is then acting in concert with, or is a member of a group 
with, any of the defendants in the Lawsuit (all of the persons referred to in 
(i) and (ii) are referred to as the "Cormier Affiliates");
provided, however, that notwithstanding the forgoing Purchaser may sell or 
transfer Common Shares (y) pursuant to a tender offer if none of the Cormier 
Affiliates participate in any manner whatsoever in making such tender offer
and such tender offer is made to all shareholders of Seller in accordance
with the 1934 Act and (z) in any transaction approved by a majority of the
disinterested directors of Seller (as defined in paragraph 8.1).

6.	Registration Rights.

6.1	If at any time after February 28, 1989 Purchaser requests Seller in 
writing to register under the Securities Act any of the Shares (which request 
shall specify the number of Shares intended to be offered and sold
(which shall not be less than 300,000 Shares), shall express Purchaser's
present intent to offer such shares for distribution in a firm commitment
underwriting, and shall contain the undertaking of Purchaser to provide all
such information and materials and take all such action as may be required in
order to permit Seller to comply with all applicable requirements of the
S.E.C.), then Seller shall use all reasonable efforts to cause the offering of
the Shares so specified in such request to be registered so as to permit the
sale or other distribution by Purchaser of such Shares, and in connection
therewith Seller shall prepare and file on an appropriate form, as Seller
in its sole discretion shall determine, a registration statement under the
1933 Act to effect such registration; provided, however, Purchaser shall have
only one right to request registration of Shares pursuant to this 6.1.

6.2	If Seller shall at any time propose the registration under the Securities 
Act of an offering of its Common Shares, Seller shall give notice as promptly 
as possible of such proposed registration to Purchaser and Seller will use all 
reasonable efforts to cause such number of Shares as Purchaser shall request 
within ten (10) days after the receipt of such notice to be included in such 
registration for sale, upon the same terms (including the method of 
distribution) as Common Shares to be offered by Seller, provided that:  (a) 
Seller shall not be required to give notice or include Shares in any such 
registration if the proposed registration is primarily (i) a registration of a 
stock option or compensation plan or of securities issued and issuable
pursuant to any such plan, (ii) a registration of securities proposed to be
issued in exchange for securities or assets of, or in connection with a
merger or consolidation with, another corporation, or (iii) securities to be
issued upon the exercise of Seller's outstanding Callable Common Share
Purchase Warrants; (b) Seller shall not be required to include Shares in any
such registration if Seller is advised in writing by its investment banking
firm that the inclusion of such Shares would in its opinion have an adverse
effect on such proposed offering of its Common Shares; (c) Seller may,
without the consent of Purchaser, withdraw such registration statement and
abandon theproposed offering in which Purchaser requested to participate. 
Purchaser may not request registration of any of the Shares under 6.2 until
March 1, 1988. One or more requests by Purchaser under 6.2 shall not affect
Purchaser's rights under 6.1.

6.3	If Seller is, at any time it receives a request for registration pursuant 
to 6.1, conducting or about to conduct an offering of its securities and
Seller is advised in writing by its investment banker that such offering would
in its opinion be adversely affected by the registration so demanded, then if
such investment banker considers it practicable, the participation in such
offering shall be allocated between Purchaser and the Company in proportion to
the value of the securities proposed to be offered by each, and Purchaser
shall continue to be entitled to request one registration under 6.1.  Seller
shall be entitled to postpone for a reasonable period of time the filing of
any registration statement otherwise required to be prepared and filed by it
pursuant to 6.1 if Seller is, at the time it receives a request for
registration pursuant to 6.1, engaged in negotiations for the acquisition or
disposition of a company or a material amount of assets which have not
theretofore been publicly disclosed and (i) is advised by its counsel that
the proposed transaction would be required to be disclosed in such
registration statement, and (ii) in the opinion of management of Seller,
such disclosure would have an adverse effect on such negotiations.

6.4	In connection with any registration of Shares undertaken by Seller 
hereunder, Seller shall:  (a) furnish to Purchaser or its underwriter such 
number of copies of any prospectus (including any preliminary prospectus) as 
Purchaser may reasonably request; (b) use its best efforts to qualify the 
offering under applicable blue sky laws or other state securities laws as may 
be necessary to enable Purchaser to offer and sell the Shares; and (c) pay all 
SEC, NASD and blue sky registration and filing fees, printing and engraving 
expenses, fees and disbursements of its accountants and legal counsel,
transfer agents' and registrars' fees, and fees and disbursements of experts
used by Seller in connection with such registration, and expenses incidental
to any post-effective amendment to any such registration statement. 
Purchaser shall bear all other expenses, including, but not limited to,
underwriting discounts and commissions attributable to the Shares included
in the registration and fees and disbursements of its accountants and counsel.

6.5	In connection with any registration of the Shares undertaken by Seller 
hereunder, Seller and Purchaser shall each indemnify the other (and any 
underwriters) and shall agree to contribution on terms and conditions
customary in connection with underwritten registered public offerings.

6.6	Additional Common Shares and Common Shares acquired upon exercise of the 
Warrant shall be deemed Shares for the purposes of this paragraph 6.

7.	Decrease in Market Value.

7.1	If as of the last day of February in any year commencing February 28, 
1989 and ending February 28, 1994 (the "Valuation Date") the market value (as 
defined below) of the Common Shares is less than $9.00 per share, Purchaser 
may, by written notice served on Seller within ten (10) days after the 
Valuation Date, request Seller to pay Purchaser the amount of the difference 
between $9.00 per share and the market value of the Common Shares on the 
Valuation Date multiplied by the number of Shares owned by Purchaser on the 
Valuation Date, provided that Seller's obligation hereunder shall not exceed 
the amounts set forth below:

If the Valuation	  	The maximum amount
Date is in the	    	of the Seller's obligation
following year  	  	per Share shall be        

    1989	         				$1
    1990     			    		 2 
    1991               3
    1992     			     	 4
    1993     					     4
    1994               4

Payment shall be made by Seller on or before thirty (30) days after receipt of 
such notice by Seller, at Purchaser's option either (a) by the issuance to 
Purchaser of additional Common Shares having an aggregate market value on the 
Valuation Date specified equal to the amount of the aggregate difference or
(b) by the payment of the aggregate difference to Purchaser in the following 
manner:

(i)	if the aggregate difference is $250,000 or less, by the payment of cash; 
or

(ii)	if the difference is more than $250,000, at Seller's option either by the 
payment of cash or by the issuance of a negotiable promissory note payable in 
quarterly installments of principal of $200,000 and bearing interest payable 
quarterly at the prime rate plus 1%, said promissory note to be accompanied by 
a letter of credit issued by a bank acceptable to Purchaser which letter of 
credit shall guarantee one half of the principal payments in the inverse order 
of maturity.


For the purposes hereof the market value of Common Shares on a particular 
Valuation Date shall be the arithmetic average of the closing market prices
for the Common Share for the 30 consecutive trading days preceding such date.
The closing price for each day shall be the last reported sale price or, in
case no such reported sale takes place on such day, the average of the
closing bid and asked prices for such day, in either case on the principal
national securities exchange on which the Common Shares are listed or
admitted to trading, or, if they are not listed or admitted to trading on any
national securities exchange, but are traded in the over-the-counter market,
the average of the closing bid and asked quotations for the Common Shares on
NASDAQ or on any comparable system.

7.2	In the event of a stock dividend, stock split, reverse split or other 
similar capital change affecting the Common Shares after the date hereof, the 
$9 per Share price and maximum of $4 per Share difference used in 7.1 shall be 
equitably adjusted to take into account such capital change.

7.3	Purchaser may exercise its right under this paragraph 7 only once and 
such right is non-assignable.  Common Shares issued upon exercise of the 
Warrant shall not be deemed to be Shares for the purposes of this paragraph 7.

8.	Additional Agreements.

8.1	Purchaser shall have full discretion to vote all Common Shares owned by 
it as it sees fit.  However, as a material inducement to Seller to enter into 
this Agreement, Purchaser will not prior to March 1, 1994, without the prior 
consent of a majority of the disinterested members of Seller's Board of 
Directors, specifically expressed in a resolution adopted by such directors:
(a)	acquire, or permit any subsidiary or affiliate of Purchaser to acquire, 
directly or indirectly, by purchase or otherwise, any Common Shares or other 
securities of Seller entitled to vote in the election of directors of Seller 
("Voting Securities"), or any right, warrant or option to acquire any thereof, 
if, immediately after such acquisition (and assuming the exercise at the time 
of all conversion, exercise and other rights by which Purchaser and its 
subsidiaries and affiliates may acquire any such securities), Purchaser and its 
subsidiaries and affiliates would own in the aggregate more than 28% of the 
total combined voting power of all Voting Securities at the time outstanding 
(provided that this subparagraph (a) shall not apply to the acquisition by 
Purchaser of Voting Securities pursuant to a tender offer made for all 
outstanding Common Shares of Seller nor to the acquisition of the Additional 
Common Shares); or

(b)	solicit, or permit any of its subsidiaries or affiliates to solicit, 
proxies with respect to Voting Securities; or be, or permit any of its 
subsidiaries or affiliates to be, a "participant" (except by reason of 
membership of any designee on Seller's Board of Directors) in any "election 
contest" relating to the election of directors of Seller (as such terms are 
used in Rule 14a-11 of Regulation 14A under the 1934 Act); or
(c)	act, or permit any of its subsidiaries or affiliates to act, as a trustee 
under, or otherwise participate in, any voting trust or any voting or similar 
agreement or subject, or permit any of its subsidiaries or affiliates to 
subject any Voting Securities to any such trust or agreement; or
(d)	join, or permit any affiliate of Purchaser to join, a partnership, 
limited partnership, or other group for the purpose of acquiring, holding or 
disposing of Voting Securities within the meaning of the 1934 Act.

A disinterested member of Seller's Board of Directors means any member of 
Seller's Board of Directors who is an "Unaffiliated Person" (such term meaning 
a person who is designated by Purchaser but is not affiliated with or employed 
by Purchaser, a person who is a current member of Seller's Board of Directors 
who is not an employee of Seller or contractual consultant to Seller, and any 
Unaffiliated Person whose appointment or election to Seller's Board of 
Directors has been approved or recommended by a majority of the then 
disinterested members of Seller's Board of Directors).  Employee pension, 
profit sharing and other similar trusts of Purchaser shall be deemed affiliates 
of Purchaser.

8.2	Seller and Purchaser shall cooperate to amend Seller's Articles of 
Incorporation to increase the number of Common Shares which Seller is 
authorized to issue as soon as practicable.

9.	Legends and Stop Transfer Orders.

9.1	Purchaser agrees that:

(a)	each certificate evidencing the Shares shall bear the following legend:
"The shares represented by this certificate have not been registered under the 
Securities Act of 1933.  The shares may not be sold or transferred in the 
absence of such registration or an exemption therefrom under said Act.  In 
addition, the shares represented by this certificate are subject to the 
provisions of an Agreement dated March 18, 1987, a copy of which is on file at 
the office of the Secretary of the Company, to the provisions of which the 
holder hereof, by acceptance hereof, agrees to be bound."

(b)	Purchaser will, and will cause its subsidiaries and affiliates to, 
present promptly to Seller all certificates representing Voting Securities of 
Seller which are hereafter acquired by Purchaser or any of its subsidiaries and 
affiliates for the placement thereon of such legend.

(c)	Seller may enter stop transfer orders with the transfer agent and 
registrar of Seller's securities against the transfer of certificates 
evidencing the Shares held by Purchaser and its subsidiaries and affiliates 
except in compliance with the requirements of this Agreement.

9.2	If Purchaser proposes to sell Shares as permitted by this Agreement, 
Seller agrees to promptly remove the legend from the certificates evidencing 
such Shares and to instruct its transfer agent and registrar to effect the 
transfer of such certificates.

10.	Board Designees.

10.1	At Purchaser's request, Seller's Board of Directors shall amend Seller's 
by-laws to increase the size of Seller's Board of Directors to not more than 
twelve members.  Seller will nominate for election to its Board of Directors
at each meeting of Seller's shareholders at which directors are to be elected
that number of persons designated by Purchaser which Purchaser could elect by 
cumulatively voting Common Shares owned by it, but not less than two persons
if Seller's Board of Directors shall be less than twelve members and three
persons if Seller's Board of Directors shall be twelve members.  At
Purchaser's request, Seller's Board of Directors shall cause the election of
persons designated by Purchaser to Seller's Board of Directors on the basis
set forth above at a meeting of Seller's Board of Directors prior to the next
meeting of Seller's shareholders.

10.2	If, at any time during the term of office of a director of Seller 
designated by Purchaser, such office shall become vacant for any reason, the 
Board of Directors of Seller will fill such vacancy with a person designated
by Purchaser at the first meeting of directors held after such vacancy is
created.

10.3	Seller's obligations under this paragraph 10 shall be appropriately 
modified by agreement of Seller and Purchaser if Purchaser shall sell or 
otherwise dispose of Common Shares, and shall terminate after any such 
disposition if Purchaser does not retain sufficient Common Shares to elect a 
director by cumulatively voting such Common Shares.

11.	By-law Amendment.

As a material inducement to Purchaser to enter into this Agreement, the
Warrant provides, among other things, that Seller shall give Purchaser notice
of certain transactions and events, including any special meeting of
shareholders and solicitation of written consents from shareholders, prior to
the record date for such transaction or event so as to enable Purchaser to
exercise the Warrant prior to such record date.  Seller shall amend its
By-laws to provide that: (a) if shareholders (permitted to do so) desire to
call a special meeting of shareholders or solicit written consents from
shareholders, such shareholders shall first request in writing that Seller
determine and fix a record date, (b) Seller shall determine and fix a record
date within periods to be set forth in Seller's By-laws, which periods shall
allow Seller sufficient time to, among other things, deliver the advance
notice to Purchaser as provided in the Warrant and (c) if the advance notice
provided for in the Warrant is not delivered to Purchaser prior to such
record date, shares acquired upon exercise of the Warrant shall, on the terms
and conditions specified in the Warrant, be deemed issued and outstanding on
the record date for all purposes.

12.	Indemnification.

12.1	Seller shall indemnify and hold harmless Purchaser, and its officers, 
directors and employees, from and against any and all losses, claims, damages, 
liabilities and expenses, including reasonable attorney's fees and expenses, 
arising or resulting from, or in connection with, any actual or threatened 
demand, claim, lawsuit or cause of action arising out of or related to the 
transactions provided for in this Agreement, including any amount paid in 
settlement of any litigation, commenced or threatened, if such settlement is 
effected with the written consent of Seller, all on the terms and conditions 
set forth in subparagraph 12.2 below.

12.2	Promptly after receipt of notice of the commencement of any action 
against it for which indemnity may be sought from Seller pursuant to this 
Agreement, Purchaser shall notify Seller in writing of the commencement 
thereof.  The parties shall cooperate and use their best efforts to defend 
against and respond thereto.  Seller shall assume the defense, including the 
employment of counsel reasonably satisfactory to Purchaser, with respect to
any action for which Purchaser may seek indemnity hereunder.  Purchaser may
employ separate counsel, but the fees and expenses of Purchaser's separate
counsel shall be the expense of Purchaser unless:  (a) Seller has agreed to
pay such fees and expenses or (b) Seller shall have failed to assume the
defense of such action with counsel reasonably satisfactory to Purchaser.

12.3	The indemnification provided for herein shall be in addition to any other 
rights the person indemnified may have under common law or otherwise.

13.	Notices and Other Communications.
All notices and other communications provided for hereunder shall be in
writing and shall be deemed to have been given or made when delivered, or
mailed first class postage prepaid, or sent by telex (if promptly confirmed
by mail):

(a)	if to Seller:  2525 22nd Street, Oak Brook, Illinois 60521, Attention: 
Chairman of the Board, or to such other address as Seller may from time to
time hereafter designate by written notice given hereunder; or

(b)	if to Purchaser:  100 Double Beach Road, Branford, Connecticut 06405, 
Attention: Secretary, or to such other address as Purchaser may from time to 
time hereafter designate by written notice given hereunder.

14.	Miscellaneous.

14.1	This Agreement shall be governed by, and construed in accordance with, 
the laws of the State of Illinois.

14.2	If any term, provision, covenant or restriction of this Agreement is held 
by a court of competent jurisdiction to be invalid, void or unenforceable, the 
remainder of the terms, provisions, covenants and restrictions of this 
Agreement shall remain in full force and effect and shall in no way be 
affected, impaired or invalidated.

14.3	This Agreement may be executed in several counterparts, each of which 
shall be an original, but all of which together shall constitute one and the 
same agreement.

IN WITNESS WHEREOF, Seller and Purchaser have each caused this Agreement to be 
executed by a duly authorized officer thereof on the day and year first above 
written.

CHAMPION PARTS REBUILDERS, INC.

By 

Chairman of the Board

ECHLIN INC.

By 
Vice-President

	Champion Parts Rebuilders, Inc.
	Corporate Headquarters
	2525 22nd Street
	Oak Brook, Illinois 60521

	March 18, 1987


Echlin Inc.
100 Double Beach Road
Branford, Connecticut 06405

Gentlemen:

This letter will serve to set forth our understanding with respect to the 
proceeds under the Stock Purchase Agreement ("Agreement") of even date between 
Champion Parts Rebuilders, Inc. and Echlin Inc.

The $5,400,000 Purchase Price shall be invested in short-term U.S. government 
securities until such time as the Board of Directors of Seller by adoption of
a resolution declares that Seller is not in default as to any of its
obligations to Purchaser under the Stock Purchase Agreement and that the
funds may be used for general corporate purposes without violating Seller's
obligations under this letter.  Seller shall move without delay for leave
to amend its Complaint in the Cormier litigation to seek a declaratory
judgment with respect to the Agreement and Buyer's investment in Seller.
The $5,400,000 may not be used for general corporate purposes, including
repayment of long-term debt, until after Seller institutes proceedings for
declaratory relief with respect to the Agreement and the defendants in such
proceeding, or any other judicial proceeding challenging the validity or
legality of the Agreement initiated after the Closing, do not obtain
equitable relief to rescind the Agreement or are not successful in seeking
to restrain or invalidate any of the transactions contemplated by the
Agreement.  In any event, Seller shall give Buyer 30 days prior written
notice of its intention to use the funds for general corporate purposes
and such notice may not be given until the expiration of 60 days after 
the Closing.

Please sign the enclosed copy of this letter where indicated below to confirm 
the above understanding.

Very truly yours,

CHAMPION PARTS REBUILDERS, INC.

By:	Charles P. Schwartz, Jr.
Chairman of the Board

Echlin Inc.

By:  
Vice President


Page 1 of  1