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                                                                   Exhibit 10.42

                    FIRST AMENDMENT TO SUBSTITUTION AGREEMENT

         THIS FIRST AMENDMENT TO SUBSTITUTION AGREEMENT (this "Amendment") is
made as of December 28, 2001 by and among GE CAPITAL FRANCHISE FINANCE
CORPORATION, a Delaware corporation (together with its successors and assigns,
"FFC"), successor by merger to (i) Franchise Finance Corporation of America
("Franchise Finance"), as Servicer pursuant to that certain Amended and Restated
Servicing Agreement dated as of February 28, 2000 (the "Servicing Agreement")
between Franchise Finance and Wamu (as defined below), (ii) FFCA Funding
Corporation ("FFCA Funding"), and (iii) FFCA Acquisition Corporation ("FFCA
Acquisition"), whose address is 17207 North Perimeter Drive, Scottsdale, Arizona
85255, WASHINGTON MUTUAL BANK, FA (together with its successors and assigns,
"Wamu"), whose address is c/o GE Capital Franchise Finance Corporation, 17207
North Perimeter Drive, Scottsdale, Arizona 85255, DAPPER PROPERTIES I, LLC, a
Delaware limited liability company (together with its successors and assigns,
"Dapper I"), whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the
Americas, New York, New York 10019, AUTOPAR REMAINDER I, LLC, a Delaware limited
liability company (together with its successors and assigns, "Remainderman I"),
whose address is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New
York, New York 10019, DAPPER PROPERTIES II, LLC, a Delaware limited liability
company (together with its successors and assigns, "Dapper II"), whose address
is c/o U.S. Realty Advisors LLC, 1370 Avenue of the Americas, New York, New York
10019, AUTOPAR REMAINDER II, LLC, a Delaware limited liability company (together
with its successors and assigns, "Remainderman II"), whose address is c/o U.S.
Realty Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019,
DAPPER PROPERTIES III, LLC, a Delaware limited liability company (together with
its successors and assigns, "Dapper III"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, AUTOPAR
REMAINDER III, LLC, a Delaware limited liability company (together with its
successors and assigns, "Remainderman III"), whose address is c/o U.S. Realty
Advisors LLC, 1370 Avenue of the Americas, New York, New York 10019, DISCOUNT
AUTO PARTS, INC., a Florida corporation (together with its successors and
assigns, "Discount"), whose address is c/o Advance Stores Company, Incorporated,
5673 Airport Road, Roanoke, Virginia 24012, ADVANCE STORES COMPANY,
INCORPORATED, a Virginia corporation (together with its successors and assigns,
"Advance"), whose address is 5673 Airport Road, Roanoke, Virginia 24012 and
WESTERN AUTO SUPPLY COMPANY, a Delaware corporation (together with its
successors and assigns, "Western Auto"), whose address is c/o 5673 Airport Road,
Roanoke, Virginia 24012.

                             PRELIMINARY STATEMENTS

         FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, Discount and Advance entered into that certain
Substitution Agreement (the "Substitution Agreement") dated as of November 28,
2001, pursuant to which (i) Dapper I,


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Remainderman I, Dapper II, Remainderman II, Dapper III, Remainderman
III, Discount and Advance agreed to effect the substitution and simultaneous
like-kind exchange (such exchange to qualify under Section 1031 of the Tax Code)
of the Replaced Properties with the Substitute Properties under the Master
Leases; and (ii) Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
III, Remainderman III, FFC and Wamu agreed to effect the substitution of the
Replaced Properties with the Substitute Properties under the Loan Documents
(collectively, the "Substitution Transaction"). Initially capitalized terms not
otherwise defined in this Amendment shall have the meanings set forth in the
Loan Agreement.

         The parties desire to amend the Substitution Agreement as set forth in
this Amendment.

                                    AGREEMENT

         1. Joinder. Western Auto hereby joins as a party to the Substitution
Agreement, and each of FFC, Wamu, Dapper I, Remainderman I, Dapper II,
Remainderman II, Dapper III, Remainderman III, Discount and Advance acknowledge
and consent to such joinder by Western Auto. Western Auto's desire to join as a
party to the Substitution Agreement is evidenced by its execution and delivery
of this Amendment, and Western Auto shall be deemed to be a party to the
Substitution Agreement for all purposes as if Western Auto were included as a
party to the Substitution Agreement as of the date of the Substitution
Agreement.

         2.       Amendment.  The Substitution Agreement is amended as follows:

                  (a) Western Auto Supply Company, a Delaware corporation
         ("Western Auto"), shall be added to the first paragraph of the
         Substitution Agreement as a party to the Substitution Agreement.

                  (b) The definition of "Counsel" set forth in Section 1
         of the Substitution Agreement is amended and restated to read as
         follows:

                           "Counsel" means legal counsel to Dapper I,
                  Remainderman I, Dapper II, Remainderman II, Dapper III,
                  Remainderman III, Discount, Advance and Western Auto, licensed
                  in the states in which (i) the Premises are located, (ii)
                  Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
                  III, Remainderman III, Discount, Advance and Western Auto are
                  incorporated or formed, and (iii) Dapper I, Remainderman I,
                  Dapper II, Remainderman II, Dapper III, Remainderman III,
                  Discount, Advance and Western Auto maintain their chief
                  executive offices.

                  (c) The definition of "Dapper I Guaranty" set forth in Section
         1 of the Substitution Agreement is amended and restated to read as
         follows:

                           "Dapper I Guaranty" means the amended and restated
                  guaranty of payment and performance dated as of December 28,
                  2001 by Advance in favor of Dapper I, as such guaranty may be
                  amended and/or confirmed from time to time.

                  (d) The definition of "Dapper II Guaranty" set forth in
         Section 1 of the Substitution Agreement is amended and restated to read
         as follows:






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                           "Dapper II Guaranty" means the amended and restated
                  guaranty of payment and performance dated as of December 28,
                  2001 by Advance in favor of Dapper II, as such guaranty may be
                  amended and/or confirmed from time to time.

                           (e) The definition of "Dapper III Guaranty" set forth
                  in Section 1 of the Substitution Agreement is amended and
                  restated to read as follows:

                           "Dapper III Guaranty" means the amended and restated
                  guaranty of payment and performance dated as of December 28,
                  2001 by Advance in favor of Dapper III, as such guaranty may
                  be amended and/or confirmed from time to time.

                  (f) The definition of "Discount Entities" set forth in Section
         1 of the Substitution Agreement is amended and restated to read as
         follows:

                           "Discount Entities" means, collectively, Discount,
                  Advance, Western Auto and all Affiliates of Discount, Advance
                  or Western Auto.

                  (g)      The last sentence of Section 2 of the Substitution
         Agreement is amended and restated to read as follows:

                           In order to facilitate such divestiture, Discount,
                  Advance, Western Auto, FFC, Wamu, Dapper I, Remainderman I,
                  Dapper II, Remainderman II, Dapper III and Remainderman III
                  are entering into this Agreement.

                  (h) The portion of the first sentence of Section 3(i)(x) of
         the Substitution Agreement immediately prior to subpart (A) is amended
         and restated to read as follows:

                           (x) Discount, Western Auto or Advance, as applicable,
                  shall exchange and convey, pursuant to a simultaneous
                  like-kind exchange qualifying under Section 1031 of the Tax
                  Code,

                  (i)      Section 3(i)(y) of the Substitution Agreement is
         amended and restated to read as follows:

                           (y) (A) Dapper I and Remainderman I shall exchange
                  and convey, pursuant to a simultaneous like-kind exchange
                  qualifying under Section 1031 of the Tax Code, their
                  respective interests in the Dapper I Replaced Properties to
                  Advance or Western Auto, as directed by Discount, Western Auto
                  or Advance, as applicable, (B) Dapper II and Remainderman II
                  shall exchange and convey, pursuant to a simultaneous
                  like-kind exchange qualifying under Section 1031 of the Tax
                  Code, their respective interests in the Dapper II Replaced
                  Properties to Advance or Western Auto, as directed by
                  Discount, Western Auto or Advance, as applicable, and (C)
                  Dapper III and Remainderman III shall exchange and convey,
                  pursuant to a simultaneous like-kind exchange qualifying under
                  Section 1031 of the Tax Code, their respective interests in
                  the Dapper III Replaced Properties to Advance or Western Auto,
                  as directed by Discount, Western Auto or Advance, as
                  applicable;








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<PAGE>

                  (j) The first sentence of the first paragraph of Section 6.B
         of the Substitution Agreement is amended and restated to read as
         follows:

                           Without limiting Discount's obligation to pay all
                  costs and expenses associated with a substitution as set forth
                  in Section 21.B. of the Master Leases, all costs of the
                  transactions contemplated by this Agreement shall be borne by
                  Discount, Western Auto and Advance, including, without
                  limitation, the reasonable cost of title insurance and
                  endorsements, reasonable survey charges, environmental
                  insurance charges, the attorneys' fees of Discount, Western
                  Auto and Advance, the reasonable attorneys' fees and expenses
                  of FFC, Dapper I, Remainderman I, Dapper II, Remainderman II,
                  Dapper III and Remainderman III, the costs associated with
                  qualifying Dapper I, Remainderman I, Dapper II, Remainderman
                  II, Dapper III and Remainderman III in the applicable states,
                  mortgage taxes, transfer fees and taxes, escrow fees,
                  recording fees and any taxes, including income taxes and/or
                  capital gains taxes, if any, imposed on Dapper I, Remainderman
                  I, Dapper II, Remainderman II, Dapper III and Remainderman III
                  with respect to the Transaction.

                  (k) The second sentence of the second paragraph of Section 6.B
         of the Substitution Agreement is amended and restated to read as
         follows:

                           Discount, Advance, Western Auto, Dapper I,
                  Remainderman I, Dapper II, Remainderman II, Dapper III,
                  Remainderman III, FFC and Wamu hereby employ Title Company to
                  act as escrow agent in connection with the Transaction.

                  (l)      Section 8 of the Substitution Agreement is amended
         and restated to read as follows:

                           8. Representations and Warranties of Discount,
                  Western Auto and Advance. The respective representations and
                  warranties of Discount, Western Auto and Advance contained in
                  this Section are being made as of the date of this Agreement
                  and the Closing Date to induce Dapper I, Remainderman I,
                  Dapper II, Remainderman II, Dapper III, Remainderman III, FFC
                  and Wamu to enter into this Agreement and consummate the
                  transactions contemplated herein, and Dapper I, Remainderman
                  I, Dapper II, Remainderman II, Dapper III, Remainderman III,
                  FFC and Wamu have relied, and will continue to rely, upon such
                  representations and warranties from and after the execution of
                  this Agreement and the Closing. Each of Discount, Western Auto
                  and Advance represents and warrants to Dapper I, Remainderman
                  I, Dapper II, Remainderman II, Dapper III, Remainderman III,
                  FFC and Wamu as follows:

                                    A. Organization and Authority. (i) Each of
                           Discount, Western Auto and Advance is a duly
                           organized or formed corporation, validly existing and
                           of active status under the laws of its state of
                           incorporation, and qualified to do business in (a)
                           each of the respective states in which the Substitute
                           Properties provided by the respective party are
                           located and (b) any other state where such
                           qualification is required except where the failure to
                           be so qualified would not have a material adverse
                           effect on




                                       4

<PAGE>

                           Discount, Western Auto or Advance, as the case may
                           be. All necessary corporate action has been taken to
                           authorize the execution, delivery and performance of
                           this Agreement and of the other documents,
                           instruments and agreements provided for herein.

                                    (ii) Each of Discount, Western Auto and
                           Advance is not a "foreign corporation", "foreign
                           partnership", "foreign trust", "foreign limited
                           liability company" or "foreign estate" as those terms
                           are defined in the Internal Revenue Code and the
                           regulations promulgated thereunder.

                                    (iii) The persons who have executed this
                           Agreement on behalf of Discount, Western Auto and
                           Advance are duly authorized so to do.

                                    B. Enforceability of Documents. Upon
                           execution by Discount, Western Auto and Advance, this
                           Agreement and the other Transaction Documents shall
                           constitute the legal, valid and binding obligations
                           of Discount, Western Auto and Advance, as applicable,
                           enforceable against Discount, Western Auto and
                           Advance, as applicable, in accordance with their
                           respective terms, except as such enforceability may
                           be limited by applicable bankruptcy, insolvency,
                           liquidation, reorganization, moratorium and other
                           laws affecting the rights of creditors generally and
                           subject to the exercise of judicial discretion in
                           accordance with general principles of equity.

                                    C. Litigation. There are no suits, actions,
                           proceedings or investigations pending or, to the best
                           of its knowledge, threatened against or involving
                           Discount, Western Auto, Advance or any of the
                           Substitute Properties before any Governmental
                           Authority, including, without limitation, the Pending
                           Actions, which might reasonably result in any
                           material adverse change in the contemplated business,
                           condition, worth or operations of Discount, Western
                           Auto, Advance or any of the Substitute Properties.

                                    D. Absence of Breaches or Defaults. None of
                           Discount, Western Auto or Advance is in breach or
                           default under any other document, instrument or
                           agreement to which Discount, Western Auto or Advance
                           is a party or by which Discount, Western Auto,
                           Advance, any of the Substitute Properties, any of
                           Discount's property, any of Western Auto's property
                           or any of Advance's property is subject or bound,
                           which breach or default could reasonably be expected
                           to have a material adverse effect on Discount,
                           Western Auto, Advance or any of the Substitute
                           Properties. No "Event of Default" has occurred and is
                           continuing under the Master Leases. The
                           authorization, execution, delivery and performance of
                           this Agreement and the other Transaction Documents
                           will not result in any breach or default under any
                           other document, instrument or agreement to which
                           Discount, Western Auto or Advance is a party or by
                           which Discount, Western Auto, Advance, any of the
                           Substitute

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<PAGE>

                           Properties, any of Discount's property, any of
                           Western Auto's property or any of Advance's property
                           is subject or bound, which breach or default could
                           reasonably be expected to have a material adverse
                           effect on Discount, Western Auto, Advance or any of
                           the Substitute Properties. The authorization,
                           execution, delivery and performance of this
                           Agreement and the other Transaction Documents will
                           not violate any applicable law, statute, regulation,
                           rule, ordinance, code, rule or order where the
                           effect of such violation could reasonably be
                           expected to have a material adverse effect on
                           Discount, Western Auto, Advance or any of the
                           Substitute Properties.

                                    E.  Utilities.  Each of the Substitute
                           Properties are served by adequate public utilities to
                           permit full utilization of each of the Substitute
                           Properties for their intended purposes and all
                           utility connection fees and use charges will have
                           been paid in full.

                                    F.  Intended Use and Zoning; Compliance With
                           Laws. Discount intends to use or to cause Advance to
                           use each of the Substitute Properties solely for the
                           operation of a Permitted Facility in accordance with
                           the standards of operations then in effect on a
                           system-wide basis, and related ingress, egress and
                           parking, and for no other purposes. Each of the
                           Substitute Properties is in material compliance with
                           all applicable zoning requirements and the current
                           officers of Discount, Western Auto and Advance have
                           not received any written notice that the use of any
                           of the Substitute Properties as a Permitted Facility
                           constitutes a nonconforming use under applicable
                           zoning requirements. Each of the Substitute
                           Properties complies in all material respects with all
                           applicable statutes, regulations, rules, ordinances,
                           codes, licenses, permits, orders and approvals of any
                           governmental agencies, departments, commissions,
                           bureaus, boards or instrumentalities of the United
                           States, the states in which the Substitute Properties
                           are located and all political subdivisions thereof,
                           including, without limitation, all health, building,
                           fire, safety and other codes, ordinances and
                           requirements, all applicable standards of the
                           National Board of Fire Underwriters and the Americans
                           With Disabilities Act of 1990, and all policies or
                           rules of common law, in each case, as amended, and
                           any judicial or administrative interpretation
                           thereof, including any judicial order, consent,
                           decree or judgment applicable to Discount, Western
                           Auto or Advance.

                                    G.  Area Development; Wetlands.  No
                           condemnation or eminent domain proceedings affecting
                           any of the Substitute Properties have been commenced
                           or, to the knowledge of the officers of Discount,
                           Western Auto and Advance, are contemplated.  To the
                           knowledge of the officers of Discount, Western Auto
                           and Advance, the area where any of the Substitute
                           Properties is located has not been declared blighted
                           by any Governmental Authority.  Except as may be
                           shown on the surveys for the Substitute Properties
                           delivered by or on behalf of Discount, Western Auto



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                           or Advance to FFC, each of the Substitute Properties
                           and, to the knowledge of Discount's, Western Auto's
                           or Advance's officers, the real property bordering
                           any of the Substitute Properties is not designated
                           by any Governmental Authority as wetlands.

                                    H.  Licenses and Permits; Access. Prior to
                           the Closing Date, Discount, Western Auto or Advance,
                           as applicable, shall have all required licenses and
                           permits, both governmental and private, to use and
                           operate each of the Substitute Properties in the
                           intended manner. There are adequate rights of access
                           either directly or through an easement, to public
                           roads and ways available to each of the Substitute
                           Properties to permit full utilization of each of the
                           Substitute Properties for its intended purpose and
                           all such public roads and ways have been completed
                           and dedicated to public use.

                                    I.  Condition of Properties.  Each of the
                           Substitute Properties are of good workmanship and
                           materials, fully equipped and operational, in good
                           condition and repair, free from structural defects,
                           clean, orderly and sanitary, safe, well lit,
                            attractive and well maintained.

                                    J.  Environmental. Discount, Western Auto or
                           Advance, as applicable, is fully familiar with the
                           present use of each of the Substitute Properties. To
                           the knowledge of the officers of Discount, Western
                           Auto and Advance, no Hazardous Materials have been
                           used, handled, manufactured, generated, produced,
                           stored, treated, processed, transferred or disposed
                           of at or on any of the Substitute Properties, except
                           in De Minimis Amounts or in material compliance with
                           all applicable Environmental Laws, and no Release or
                           Threatened Release has occurred at or on any of the
                           Substitute Properties except such as have been
                           remedied in compliance with all applicable
                           Environmental Laws. To the knowledge of the officers
                           of Discount, Western Auto and Advance, the
                           activities, operations and business undertaken on, at
                           or about each of the Substitute Properties,
                           including, but not limited to, any past or ongoing
                           alterations or improvements at each of the Substitute
                           Properties, are and have been at all times, in
                           material compliance with all Environmental Laws. To
                           the knowledge of the officers of Discount, Western
                           Auto and Advance, no further action is required to
                           remedy any Environmental Condition directly impacting
                           any of the Substitute Properties or violation of, or
                           to be in compliance in all material respects with,
                           any Environmental Laws, and no lien has been imposed
                           on any of the Substitute Properties by any
                           Governmental Authority in connection with any
                           Environmental Condition, the violation or threatened
                           violation of any Environmental Laws or the presence
                           of any Hazardous Materials on or off any of the
                           Substitute Properties.

                                    To the knowledge of the officers of
                           Discount, Western Auto and Advance, there is no
                           pending or threatened litigation or proceeding before


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                           any Governmental Authority in which any person or
                           entity alleges the violation or threatened violation
                           of any Environmental Laws on or at any of the
                           Substitute Properties or the Release, Threatened
                           Release or placement on or at any of the Substitute
                           Properties of any Hazardous Materials, or of any
                           facts which would give rise to any such action, nor
                           has Discount, Western Auto or Advance (a) received
                           any notice (and the officers of Discount, Western
                           Auto and Advance have no actual knowledge) that any
                           Governmental Authority or any employee or agent
                           thereof has determined, threatens to determine or
                           requires an investigation to determine that there has
                           been a violation of any Environmental Laws at, on or
                           in connection with any of the Substitute Properties
                           or that there exists a Release, Threatened Release or
                           placement of any Hazardous Materials on or at any of
                           the Substitute Properties, or the use, handling,
                           manufacturing, generation, production, storage,
                           treatment, processing, transportation or disposal of
                           any Hazardous Materials at or on any of the
                           Substitute Properties other than such as are in
                           material compliance with all applicable Environmental
                           Laws or have been remedied in compliance with all
                           applicable Environmental Laws; (b) received any
                           notice under the citizen suit provision of any
                           Environmental Law in connection with any of the
                           Substitute Properties or any facilities, operations
                           or activities conducted thereon, or any business
                           conducted in connection therewith; or (c) received
                           any request for inspection, request for information,
                           notice, demand, administrative inquiry or any formal
                           or informal complaint or claim with respect to or in
                           connection with the violation or threatened violation
                           of any Environmental Laws or existence of Hazardous
                           Materials relating to any of the Substitute
                           Properties or any facilities, operations or
                           activities conducted thereon or any business
                           conducted in connection therewith.

                                    To the knowledge of the officers of
                           Discount, Western Auto and Advance, the information
                           and disclosures in the Questionnaires are true,
                           correct and complete in all material respects. FFC,
                           Wamu, Dapper I, Remainderman I, Dapper II,
                           Remainderman II, Dapper III, Remainderman III and
                           Environmental Insurer may rely on such information
                           and disclosures, and the person or persons executing
                           the Questionnaires were duly authorized to do so.

                                    K.  Title to Properties. Fee title to each
                           of the Substitute Properties is vested in either
                           Discount, Western Auto or Advance, free and clear of
                           all liens, encumbrances, charges and security
                           interests of any nature whatsoever, except the
                           Permitted Exceptions.

                                    L.  No Other Agreements and Options. Except
                           as otherwise disclosed in the title commitment
                           or commitments with respect to the Substitute
                           Properties, none of Discount, Western Auto, Advance
                           or, to the knowledge of the officers of Discount,
                           Western Auto and Advance, any of the Substitute
                           Properties is subject to any commitment, obligation,
                           or



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<PAGE>

                           agreement, including, without limitation,
                           any right of first refusal, option to purchase or
                           lease granted to a third party, which could or would
                           prevent Discount, Western Auto or Advance from
                           completing or impair Discount's, Western Auto's or
                           Advance's ability to complete the sale of any of the
                           Substitute Properties under this Agreement or which
                           would bind FFC, Wamu, Dapper I, Remainderman I,
                           Dapper II, Remainderman II, Dapper III or
                           Remainderman III subsequent to consummation of the
                           transaction contemplated by this Agreement.

                                   M.   No Mechanics' Liens. There are no
                           outstanding accounts payable, mechanics' liens, or
                           rights to claim a mechanics' lien in favor of any
                           materialman, laborer, or any other person or entity
                           in connection with labor or materials furnished to or
                           performed on any portion of any of the Substitute
                           Properties that will not have been fully paid for on
                           or before the Closing Date; no work has been
                           performed or is in progress nor have materials been
                           supplied to any of the Substitute Properties or
                           agreements entered into for work to be performed or
                           materials to be supplied to any of the Substitute
                           Properties prior to the date hereof, which will not
                           have been fully paid for before the date the same
                           becomes delinquent; Discount shall be responsible for
                           any and all claims for mechanics' liens and accounts
                           payable that have arisen or may subsequently arise
                           due to agreements entered into for and/or any work
                           performed on, or materials supplied to any of the
                           Substitute Properties prior to the Closing Date;
                           Discount shall and does hereby agree to defend,
                           indemnify and forever hold the Indemnified Parties
                           harmless for, from and against any and all such
                           mechanics' lien claims, accounts payable or other
                           commitments relating to any of the Substitute
                           Properties due to contracts or arrangements initiated
                           by Discount, Western Auto, Advance or their agents.

                                   N.   Restatement of Representations,
                           Warranties and Covenants. Discount hereby reaffirms
                           and restates in their entirety as of the date hereof
                           and as of Closing (except for representations and
                           warranties made with respect to a date certain)
                           hereunder all of the representations, warranties and
                           covenants of Discount set forth in the Sale-Leaseback
                           Documents, as modified and amended by this Agreement.
                           All such representations and warranties shall be and
                           will remain true and complete as of, and all such
                           covenants shall continue in effect subsequent to,
                           Closing as if made and restated in full as of such
                           time and shall survive Closing.

                           All representations and warranties of Discount,
                  Western Auto and Advance made in this Section 8 shall survive
                  the Closing. Each of Discount, Western Auto and Advance
                  acknowledges and agrees that Environmental Insurer may rely on
                  the environmental representations and warranties set forth in
                  the preceding subsection J, that Environmental Insurer is an
                  intended third-party beneficiary of such representations and
                  warranties and that Environmental Insurer shall have all
                  rights and remedies available at law or in equity as a result
                  of a



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<PAGE>

                    breach of such representations and warranties, including, to
                    the extent applicable, the right of subrogation.

                    (m)    Section 15.F of the Substitution Agreement is amended
           and restated to read as follows:

                           F. Compliance With Obligations. All obligations of
                    Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
                    III, Remainderman III, Discount, Western Auto and Advance
                    under this Agreement shall have been fully performed and
                    complied with, and no event shall have occurred or condition
                    shall exist which would, upon the Closing Date, or, upon the
                    giving of notice and/or passage of time, constitute a breach
                    or default hereunder or under the Transaction Documents, the
                    Loan Documents or the Sale-Leaseback Documents and no event
                    shall have occurred or condition shall exist or information
                    shall have been disclosed by Dapper I, Remainderman I,
                    Dapper II, Remainderman II, Dapper III, Remainderman III,
                    Discount, Western Auto and Advance or discovered by FFC
                    which has had or would have a material adverse effect on any
                    of the Substitute Properties, Dapper I, Remainderman I,
                    Dapper II, Remainderman II, Dapper III, Remainderman III,
                    Discount, Western Auto and Advance or the willingness of FFC
                    to consummate the transaction contemplated by this
                    Agreement, as determined by FFC in its reasonable
                    discretion.

                    (n) Section 15.H of the Substitution Agreement is amended
           and restated to read as follows:

                           H. Opinion of Counsel to Dapper I, Remainderman I,
                    Dapper II, Remainderman II, Dapper III, Remainderman III,
                    Discount, Western Auto and Advance. Dapper I, Remainderman
                    I, Dapper II, Remainderman II, Dapper III, Remainderman III,
                    Discount, Western Auto and Advance shall have caused their
                    respective Counsel to prepare and deliver opinions to FFC
                    and Wamu in form and substance satisfactory to FFC and Wamu
                    and their counsel.

                    (o)    Section 15.L of the Substitution Agreement is amended
           and restated to read as follows:

                           L. Representations and Warranties under this
                    Agreement. All representations, warranties and covenants of
                    FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman
                    II, Dapper III, Remainderman III, Discount, Western Auto and
                    Advance under this Agreement shall be true and correct as of
                    the Closing Date, and such parties shall have delivered a
                    certificate certifying to that effect.

                    (p)    The second paragraph of Section 15.O of the
         Substitution Agreement is amended and restated to read as follows:

                           In addition, FFC, Wamu, Dapper I, Remainderman I,
                    Dapper II, Remainderman II, Dapper III, Remainderman III,
                    Discount, Western Auto and Advance shall execute such
                    additional documents and/or amendments to the Sale-


                                       10


<PAGE>

         Leaseback Documents and the Loan Documents as may be reasonably
         required by FFC to evidence the Transaction, including, without
         limitation, to the extent applicable, deeds and amendments to the
         Master Leases (all substantially in the form of such documents
         executed and delivered as of February 27, 2001 in connection with the
         closing of the Loans and the execution of the Master Leases). Upon
         fulfillment or waiver of all of the above conditions, FFC, Wamu,
         Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
         Remainderman III, Discount, Western Auto and Advance, as applicable,
         shall deposit executed copies of the Termination and Release Documents
         with the Title Company with instructions to record or file such
         documents in the applicable recording and filing offices and the
         Transaction shall close in accordance with the terms and conditions of
         this Agreement.

         (q)   Section 16.D of the Substitution Agreement is amended and
restated to read as follows:

               D.  Each of the following shall be deemed an event of default by
         Discount, Western Auto and/or Advance (each, a "Discount Event of
         Default"):

                    (i) If any representation or warranty of Discount, Western
               Auto or Advance set forth in this Agreement or any of the
               Transaction Documents is false in any material respect, when
               made or as of the Closing Date, or if Discount, Western Auto
               or Advance knowingly renders any statement or account which
               is false in any material respect; or

                    (ii) If Discount, Western Auto or Advance fails to observe
               or perform any of the covenants or obligations of this Agreement
               to be observed or performed by Discount, Western Auto or Advance.

               Upon the occurrence of a Discount Event of Default, each of FFC,
         Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III
         and Remainderman III may exercise, at its option, concurrently,
         successively or in any combination, all remedies available at law or
         in equity (other than seeking punitive, consequential, indirect or
         special damages). If the Closing occurs, a Discount Event of Default
         shall be a default under each of the Sale-Leaseback Documents. If the
         Closing does not occur, the failure of Discount, Western Auto or
         Advance to pay the costs and expenses contemplated by Sections 6.B and
         17 of this Agreement shall be a default under each of the
         Sale-Leaseback Documents.

         (r)   Section 17 of the Substitution Agreement is amended and restated
 to read as follows:

               17. Indemnity. Discount, Western Auto and Advance jointly and
         severally agree to indemnify, hold harmless and defend FFC, Wamu,
         Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and
         Remainderman III and their respective directors, officers,
         shareholders, employees, successors, assigns, agents, contractors,
         subcontractors, experts, licensees, affiliates, lessees,


                                       11

<PAGE>

                  servicers, mortgagees, trustees and invitees, as applicable
                  collectively, the "Indemnified Parties"), from and against
                  any and all losses, costs, claims, liabilities, damages
                  and expenses (collectively, "Losses") (including, without
                  limitation, reasonable attorneys' fees but excluding any
                  Losses suffered by an Indemnified Party arising out of
                  such Indemnified Party's gross negligence or willful
                  misconduct; provided, however, that the term "gross
                  negligence" shall not include gross negligence imputed as a
                  matter of law to any of the Indemnified Parties solely by
                  reason of (i) Wamu's or FFC's security interests in the
                  Replaced Properties and the Substitute Properties, as
                  applicable, (ii) Wamu's or FFC's failure to act in respect of
                  matters which are or were the obligation of Dapper I,
                  Remainderman I, Dapper II, Remainderman II, Dapper III or
                  Remainderman III, as applicable, under any of the Loan
                  Documents, or (iii) the failure of Dapper I, Dapper II or
                  Dapper III to act in respect of matters which are or were the
                  obligation of Discount and/or Advance under any of the
                  Sale-Leaseback Documents), arising as a result of a breach of
                  any of the representations, warranties, covenants, agreements
                  or conditions of Discount, Western Auto and/or Advance set
                  forth in this Agreement.

                  (s) The notice addresses for Discount and Advance set forth in
         Section 18.A of the Substitution Agreement are amended and restated to
         read as follows:

                       If to Discount:  Discount Auto Parts, Inc.
                                        c/o Advance Stores Company, Incorporated
                                        5673 Airport Road
                                        Roanoke, Virginia 24012
                                        Attention:  Jim Wade, President
                                        Telephone:        (540) 561-3325
                                        Telecopy:         (540) 561-1448

                       If to Advance or Advance Stores Company, Incorporated
                       Western Auto:    5673 Airport Road
                                        Roanoke, Virginia 24012
                                        Attention:  General Counsel
                                        Telephone:        (540) 561-3325
                                        Telecopy:         (540) 561-1448

                  (t) All references to "Discount, Advance", "Discount or
         Advance" and "Discount and Advance" set forth in Sections 18.E and 18.L
         of the Substitution Agreement shall be replaced with "Discount, Western
         Auto, Advance", "Discount, Western Auto or Advance" and "Discount,
         Western Auto and Advance", respectively.

                  (u) Section 18.F of the Substitution Agreement is amended and
         restated as follows:

                           F.  Liability of Dapper I, Remainderman I, Dapper II,
                  Remainderman II, Dapper III and Remainderman III.
                  Notwithstanding anything to the contrary provided in this
                  Agreement, it is specifically understood and agreed, such



                                       12

<PAGE>

                   agreement being a primary consideration for the execution of
                   this Agreement by Dapper I, Remainderman I, Dapper II,
                   Remainderman II, Dapper III and Remainderman III, that (i)
                   with respect to Discount, Western Auto and Advance, there
                   shall be absolutely no personal liability on the part of
                   Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper
                   III and Remainderman III, their successors or assigns and
                   the trustees, members, partners, shareholders, officers,
                   directors, employees and agents of Dapper I, Remainderman I,
                   Dapper II, Remainderman II, Dapper III and Remainderman III
                   and their successors and assigns, with respect to any of the
                   terms, covenants and conditions of this Agreement or the
                   other Transaction Documents, as applicable, (ii) each of
                   Discount, Western Auto and Advance waives all claims,
                   demands and causes of action against the trustees, members,
                   partners, shareholders, officers, directors, employees and
                   agents of Dapper I, Remainderman I, Dapper II, Remainderman
                   II, Dapper III and Remainderman III and their successors or
                   assigns in the event of any breach by Dapper I, Remainderman
                   I, Dapper II, Remainderman II, Dapper III or Remainderman
                   III of any of the terms, covenants and conditions of this
                   Agreement or the other Transaction Documents, as applicable,
                   to be performed by Dapper I, Remainderman I, Dapper II,
                   Remainderman II, Dapper III or Remainderman III, (iii) each
                   of Discount, Western Auto and Advance shall look solely to
                   the applicable Mortgaged Properties and Substitute
                   Properties for the satisfaction of each and every remedy of
                   Discount, Western Auto or Advance in the event of any
                   respective breach by Dapper I, Remainderman I, Dapper II,
                   Remainderman II, Dapper III or Remainderman III of any of
                   the terms, covenants and conditions of this Agreement or the
                   other Transaction Documents, as applicable, to be performed
                   by Dapper I, Remainderman I, Dapper II, Remainderman II,
                   Dapper III or Remainderman III, as applicable, or any other
                   matter in connection with this Agreement, the other
                   Transaction Documents or any of the Mortgaged Properties or
                   Substitute Properties, such exculpation of liability to be
                   absolute and without any exception whatsoever, provided
                   that, with respect to (x) affirmative acts of Dapper I,
                   Remainderman I, Dapper II, Remainderman II, Dapper III or
                   Remainderman III, as applicable, which constitute gross
                   negligence or intentional misconduct (it being understood
                   and agreed that the acts of Discount, Western Auto, Advance
                   and their respective shareholders, officers, directors,
                   employees and agents shall not be imputed to Dapper I,
                   Remainderman I, Dapper II, Remainderman II, Dapper III or
                   Remainderman III) and (y) any amounts which Dapper I,
                   Remainderman I, Dapper II, Remainderman II, Dapper III or
                   Remainderman III, as applicable, may be responsible for
                   under Section 18.J, Discount, Western Auto and Advance shall
                   have the right to look to other assets of Dapper I,
                   Remainderman I, Dapper II, Remainderman II, Dapper III and
                   Remainderman III, as applicable, but in no event the assets
                   of the respective trustees, members, partners, shareholders,
                   officers, directors, employees and agents of Dapper I,
                   Remainderman I, Dapper II, Remainderman II, Dapper III and
                   Remainderman III, and (iv) in the event (x) Discount,
                   Western Auto, Advance, FFC and/or Wamu are unable or
                   unwilling to satisfy their respective obligations under this
                   Agreement and/or any conditions to Closing to be satisfied
                   by them, or (y) any conditions to Closing to be satisfied by

                                       13

<PAGE>

                  third parties are not satisfied, each of Discount, Western
                  Auto, Advance, FFC and Wamu waives all claims, demands and
                  causes of action against Dapper I, Remainderman I, Dapper
                  II, Remainderman II, Dapper III or Remainderman III with
                  respect to this Agreement.

                           It is understood and agreed among the parties hereto
                  that whenever Discount, Western Auto and Advance have the
                  right to look to Mortgaged Properties, Substitute Properties
                  or other assets as set forth in this subsection 18.F, each of
                  Discount, Western Auto and Advance shall only look to (1) the
                  Dapper I Mortgaged Properties, the Dapper I Substitute
                  Properties and/or the other assets of Dapper I for the
                  satisfaction of each of Discount's, Western Auto's and
                  Advance's remedies for a breach by Dapper I under this
                  Agreement or the other Transaction Documents, or any other
                  matter in connection therewith; (2) the Dapper I Mortgaged
                  Properties, the Dapper I Substitute Properties and/or the
                  other assets of Remainderman I for the satisfaction of each of
                  Discount's, Western Auto's and Advance's remedies for a breach
                  by Remainderman I under this Agreement or the other
                  Transaction Documents, or any other matter in connection
                  therewith; (3) the Dapper II Mortgaged Properties, the Dapper
                  II Substitute Properties and/or the other assets of Dapper II
                  for the satisfaction of each of Discount's, Western Auto's and
                  Advance's remedies for a breach by Dapper II under this
                  Agreement or the other Transaction Documents, or any other
                  matter in connection therewith; (4) the Dapper II Mortgaged
                  Properties, the Dapper II Substitute Properties and/or the
                  other assets of Remainderman II for the satisfaction of each
                  of Discount's, Western Auto's and Advance's remedies for a
                  breach by Remainderman II under this Agreement or the other
                  Transaction Documents, or any other matter in connection
                  therewith; (5) the Dapper III Mortgaged Properties, the Dapper
                  III Substitute Properties and/or the other assets of Dapper
                  III for the satisfaction of each of Discount's, Western Auto's
                  and Advance's remedies for a breach by Dapper III under this
                  Agreement or the other Transaction Documents, or any other
                  matter in connection therewith; or (6) the Dapper III
                  Mortgaged Properties, the Dapper III Substitute Properties
                  and/or the other assets of Remainderman III for the
                  satisfaction of each of Discount's, Western Auto's and
                  Advance's remedies for a breach by Remainderman III under this
                  Agreement or the other Transaction Documents, or any other
                  matter in connection therewith.

                  (v) Exhibit B of the Substitution Agreement is amended and
         restated as set forth in the attached Exhibit 1.
                                               ---------

                  (w) Exhibit C of the Substitution Agreement is amended and
         restated as set forth in the attached Exhibit 2.
                                               ---------

                  (x) The respective representations and warranties of FFC,
         Wamu, Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III
         and Remainderman III contained in Sections 7, 9, 10, 11, 12, 13 and 14
         of the Substitution Agreement, as applicable, shall be deemed to have
         been made to induce Western Auto to join as a party to the Substitution
         Agreement, and Western Auto (in addition to the relying parties

                                       14

<PAGE>

         identified in each of such sections) has relied, and may continue to
         rely, upon such representations and warranties from and after the
         execution of this Amendment.

         3. Representations and Warranties.  The parties hereto certify that:

                  (a) the representations and warranties of each of FFC, Wamu,
         Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
         Remainderman III, Discount and Advance, as applicable, contained in the
         Substitution Agreement, the Master Leases, the other Sale-Leaseback
         Documents and the Loan Documents, are true, correct and complete on and
         as of the date hereof;

                  (ii) such representations and warranties are being made and
         restated in full as of the date hereof to induce FFC, Wamu, Dapper I,
         Remainderman I, Dapper II, Remainderman II, Dapper III, Remainderman
         III to consummate the Substitution Transaction and each of FFC, Wamu,
         Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
         Remainderman III have relied, and will continue to rely, upon such
         representations and warranties made by the other parties;

                  (iii) each of FFC, Wamu, Dapper I, Remainderman I, Dapper II,
         Remainderman II, Dapper III, Remainderman III, Discount, Western Auto
         and Advance, as applicable, have performed and complied with all
         covenants, agreements and conditions required by the Substitution
         Agreement before and as of the date hereof, and

                  (iv) all documents and information delivered to FFC, Wamu,
         Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III,
         Remainderman III by Discount, Western Auto and Advance, as applicable,
         are true, correct and complete as of the Closing Date and there have
         been no material changes to such information, except as disclosed in
         writing to FFC, Wamu, Dapper I, Remainderman I, Dapper II, Remainderman
         II, Dapper III, Remainderman III .

         4. Ratification. Except as otherwise set forth in this Amendment, the
Substitution Agreement is unmodified and in full force and effect. The liability
of each of Dapper I, Remainderman I, Dapper II, Remainderman II, Dapper III and
Remainderman III shall be limited in the same manner as provided in Section 19
of the Substitution Agreement, and such Section is incorporated herein by
reference as if more fully set forth herein.

         5. Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original.

                                       15


<PAGE>

         IN WITNESS WHEREOF, the parties have entered into this Amendment as of
the date first above written.

                                        GE CAPITAL FRANCHISE FINANCE
                                        CORPORATION, a Delaware corporation,
                                        successor by merger to (i) Franchise
                                        Finance Corporation of America, as
                                        Servicer pursuant to that certain
                                        Amended and Restated Servicing Agreement
                                        dated as of February 28, 2000 between
                                        Franchise Finance Corporation of America
                                        and Washington Mutual Bank, FA, (ii)
                                        FFCA Funding Corporation, and (iii) FFCA
                                        Acquisition Corporation

                                         By /s/ Andrew G. Kent
                                           -------------------------------------
                                         Printed Name  ANDREW G. KENT
                                                      --------------------------
                                         Its  Senior Vice President, Associate
                                                   General Counsel and
                                                   Assistant Secretary
                                             -----------------------------------


                                        WASHINGTON MUTUAL BANK, FA

                                        By: GE Capital Franchise Finance
                                            Corporation, a Delaware
                                            corporation, successor by merger to
                                            Franchise Finance Corporation of
                                            America, as Servicer pursuant to
                                            that certain Amended and Restated
                                            Servicing Agreement dated as of
                                            February 28, 2000 between Franchise
                                            Finance Corporation of America and
                                            Washington Mutual Bank, FA

                                         By /s/ Andrew G. Kent
                                           -------------------------------------
                                         Printed Name  ANDREW G. KENT
                                                      --------------------------
                                         Its  Senior Vice President, Associate
                                                   General Counsel and
                                                   Assistant Secretary
                                             -----------------------------------





<PAGE>

                                        DAPPER PROPERTIES I, LLC, a Delaware
                                        limited liability company

                                        By:  Dapper Equity I, LLC, a Delaware
                                             limited liability company,
                                             its member manager

                                        By  /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name  LAURIE A. HAWKES
                                                     ---------------------------
                                        Its  Vice President
                                            ------------------------------------


                                        AUTOPAR REMAINDER I, LLC, a Delaware
                                        limited liability company

                                        By:  Autopar Remeq I, LLC, a Delaware
                                             limited liability company,
                                             its member manager

                                        By  /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name  LAURIE A. HAWKES
                                                     ---------------------------
                                        Its  Vice President
                                            ------------------------------------

                                        DAPPER PROPERTIES II, LLC, a Delaware
                                        limited liability company

                                        By:  Dapper Equity II, LLC, a Delaware
                                             limited liability company,
                                             its member manager

                                        By  /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name  LAURIE A. HAWKES
                                                     ---------------------------
                                        Its  Vice President
                                            ------------------------------------

                                        AUTOPAR REMAINDER II, LLC, a Delaware
                                        limited liability company

                                        By: Autopar Remeq II, LLC, a Delaware
                                            limited liability company,
                                            its member manager

                                        By  /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name  LAURIE A. HAWKES
                                                     ---------------------------
                                        Its  Vice President
                                            ------------------------------------



<PAGE>

                                        DAPPER PROPERTIES III, LLC, a Delaware
                                        limited liability company

                                        By: Dapper Equity III, LLC, a Delaware
                                            limited liability company,
                                            its member manager

                                        By /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name LAURIE A. HAWKES
                                                     ---------------------------
                                        Its Vice President
                                            ------------------------------------


                                        AUTOPAR REMAINDER III, LLC, a Delaware
                                        limited liability company

                                        By: Autopar Remeq III, LLC, a Delaware
                                            limited liability company,
                                            its member manager

                                        By /s/ Laurie A. Hawkes
                                           -------------------------------------
                                        Printed Name LAURIE A. HAWKES
                                                     ---------------------------
                                        Its Vice President
                                            ------------------------------------





<PAGE>

                                        DISCOUNT AUTO PARTS, INC.,
                                        a Florida corporation


                                        By /s/ Jeffrey T. Gray
                                           -------------------------------------
                                        Printed Name JEFFREY T. GRAY
                                                     ---------------------------
                                        Its Vice President
                                            ------------------------------------



                                        ADVANCE STORES COMPANY, INCORPORATED,
                                        a Virginia corporation


                                        By /s/ Jeffrey T. Gray
                                           -------------------------------------
                                        Printed Name JEFFREY T. GRAY
                                                     ---------------------------
                                        Its  Vice President
                                            ------------------------------------


                                        WESTERN AUTO SUPPLY COMPANY,
                                        a Delaware corporation


                                        By /s/ Jeffrey T. Gray
                                           -------------------------------------
                                        Printed Name JEFFREY T. GRAY
                                                     ---------------------------
                                        Its Vice President
                                            ------------------------------------






<PAGE>

STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )

         The foregoing instrument was acknowledged before me on 12/20, 2001
by Andrew G. Kent, Sr. V.P., Assoc. Gen. Counsel & Asst. Secretary of GE Capital
Franchise Finance Corporation, a Delaware corporation, on behalf of the
corporation, successor by merger to (i) Franchise Finance Corporation of
America, as Servicer pursuant to that certain Amended and Restated Servicing
Agreement dated as of February 28, 2000 between Franchise Finance Corporation of
America and Washington Mutual Bank, FA, (ii) FFCA Funding Corporation, and (iii)
FFCA Acquisition Corporation.

                                                          /s/ Paula M. LaCroix
                                                          ----------------------
                                                          Notary Public

My Commission Expires:                    --------------------------------------
                                                           OFFICIAL SEAL
      Jan. 1, 2003                                       PAULA M. LACROIX
--------------------------                 SEAL        NOTARY PUBLIC-ARIZONA
                                                          MARICOPA COUNTY
                                                   My Comm. Expires Jan. 1, 2003
                                          --------------------------------------

STATE OF ARIZONA     )
                     ) SS.
COUNTY OF MARICOPA   )

         The foregoing instrument was acknowledged before me on 12/20, 2001
by Andrew G. Kent, Sr. V.P., Assoc. Gen. Counsel & Asst. Secretary of GE Capital
Franchise Finance Corporation, a Delaware corporation, on behalf of the
corporation, successor by merger to Franchise Finance Corporation of America, as
Servicer pursuant to that certain Amended and Restated Servicing Agreement dated
as of February 28, 2000 between Franchise Finance Corporation of America and
Washington Mutual Bank, FA, on behalf of Washington Mutual Bank, FA.

                                                          /s/ Paula M. LaCroix
                                                          ----------------------
                                                          Notary Public

My Commission Expires:                    --------------------------------------
                                                           OFFICIAL SEAL
      Jan. 1, 2003                                       PAULA M. LACROIX
-------------------------                  SEAL        NOTARY PUBLIC-ARIZONA
                                                          MARICOPA COUNTY
                                                   My Comm. Expires Jan. 1, 2003
                                          --------------------------------------





<PAGE>


STATE OF   ARIZONA          )
         -------------------
                            ) SS.
COUNTY OF  MARICOPA         )
          -----------------

         The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity I, LLC, a Delaware limited
liability company, member manager of Dapper Properties I, LLC, a Delaware
limited liability company, on behalf of the limited liability company.


                                                          Lisa J. Everroad
                                                          ----------------
My Commission Expires:                                    Notary Public

____________________________
                                          -------------------------------------
                                                         OFFICIAL SEAL
                                                        LISA J. EVERROAD
STATE OF   ARIZONA          )              SEAL  Notary Public-State of Arizona
         -------------------                            MARICOPA COUNTY
                            ) SS.                My Comm. Expires Aug. 4, 2002
COUNTY OF  MARICOPA         )             -------------------------------------
          -----------------

         The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq I, LLC, a Delaware limited
liability company, member manager of Autopar Remainder I, LLC, a Delaware
limited liability company, on behalf of the limited liability company.

                                                          Lisa J. Everroad
                                                          ----------------
                                                          Notary Public
My Commission Expires:
                                          -------------------------------------
____________________________                             OFFICIAL SEAL
                                                        LISA J. EVERROAD
                                           SEAL  Notary Public-State of Arizona
                                                        MARICOPA COUNTY
                                                 My Comm. Expires Aug. 4, 2002
                                          -------------------------------------




<PAGE>

STATE OF   ARIZONA          )
         -------------------
                            ) SS.
COUNTY OF  MARICOPA         )
          -----------------

         The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity II, LLC, a Delaware limited
liability company, member manager of Dapper Properties II, LLC, a Delaware
limited liability company, on behalf of the limited liability company.


                                                          Lisa J. Everroad
                                                          ----------------
My Commission Expires:                                    Notary Public

____________________________            --------------------------------------
                                                         OFFICIAL SEAL
                                                       LISA J. EVERROAD
                                         SEAL   Notary Public-State of Arizona
                                                       MARICOPA COUNTY
                                                 My Comm. Expires Aug. 4, 2002
STATE OF   ARIZONA         )            --------------------------------------
         ------------------
                           ) SS.
COUNTY OF  MARICOPA        )
          -----------------

         The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq II, LLC, a Delaware limited
liability company, member manager of Autopar Remainder II, LLC, a Delaware
limited liability company, on behalf of the limited liability company.

                                                          Lisa J. Everroad
                                                          ----------------
                                                          Notary Public

My Commission Expires:                  --------------------------------------
                                                         OFFICIAL SEAL
____________________________                           LISA J. EVERROAD
                                         SEAL   Notary Public-State of Arizona
                                                       MARICOPA COUNTY
                                                 My Comm. Expires Aug. 4, 2002
                                        --------------------------------------




<PAGE>

STATE OF       ARIZONA     )
          ----------------
                           ) SS.
COUNTY OF      MARICOPA    )
          ----------------

         The foregoing instrument was acknowledged before me 12/20, 2001
by Laurie A. Hawkes, VP of Dapper Equity III, LLC, a Delaware limited
liability company, member manager of Dapper Properties III, LLC, a Delaware
limited liability company, on behalf of the limited liability company.

                                                          /s/ Lisa J. Everroad
                                                          ______________________
                                                          Notary Public

My Commission Expires:

____________________________




STATE OF      ARIZONA       )
          -----------------
                            ) SS.
COUNTY OF     MARICOPA      )
          -----------------

         The foregoing instrument was acknowledged before me on 12/20 by
Laurie A. Hawkes, VP of Autopar Remeq III, LLC, a Delaware limited
liability company, member manager of Autopar Remainder III, LLC, a Delaware
limited liability company, on behalf of the limited liability company.

                                                          /s/ Lisa J. Everroad
                                                          ______________________
                                                          Notary Public

My Commission Expires:

____________________________





<PAGE>

STATE OF       ARIZONA       )
           -----------------
                             ) SS.
COUNTY OF      MARICOPA      )
           -----------------


         The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Discount Auto Parts, Inc., a Florida corporation, on
behalf of the corporation.

                                                          /s/ Georgia L. Moraga
                                                          ----------------------
                                                          Notary Public

My Commission Expires:

____________________________

---------------------------------------
                OFFICIAL SEAL
              GEORGIA L. MORAGA
SEAL   NOTARY PUBLIC - STATE OF ARIZONA
               MARICOPA COUNTY
         My Comm. Expires Jan. 9, 2005
---------------------------------------





STATE OF       ARIZONA       )
           -----------------
                             ) SS.
COUNTY OF      MARICOPA      )
           -----------------


         The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Advance Stores Company, Incorporated, a Virginia
corporation, on behalf of the corporation.

                                                          /s/ Georgia L. Moraga
                                                          ----------------------
                                                          Notary Public

My Commission Expires:

____________________________

---------------------------------------
                OFFICIAL SEAL
              GEORGIA L. MORAGA
SEAL   NOTARY PUBLIC - STATE OF ARIZONA
               MARICOPA COUNTY
         My Comm. Expires Jan. 9, 2005
---------------------------------------

<PAGE>

STATE OF      ARIZONA        )
          ------------------
                             ) SS.
COUNTY OF     MARICOPA       )
          ------------------


         The foregoing instrument was acknowledged before me on 12/20, 2001, by
Jeffrey T. Gray, VP of Western Auto Supply Company, a Delaware corporation, on
behalf of the corporation.

                                                          /s/ Georgia L. Moraga
                                                          ----------------------
                                                          Notary Public

My Commission Expires:

____________________________

----------------------------------------
                 OFFICIAL SEAL
               GEORGIA L. MORAGA
 SEAL   NOTARY PUBLIC - STATE OF ARIZONA
                MARICOPA COUNTY
          My Comm. Expires Jan. 9, 2005
----------------------------------------

<PAGE>

                                    Exhibit 1
                                    ---------

                                    EXHIBIT B

                       DESCRIPTION OF REPLACED PROPERTIES
<TABLE>
<CAPTION>
                                    Dapper I

----------------------------------------------------------------------------------------------------------------
   FFC            Cont         Unit
----------------------------------------------------------------------------------------------------------------
 File #            #             #          Street                               CITY                   STATE
----------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>     <C>                                       <C>                     <C>
8001-2238          7327        358      3635 Saint Stephens Rd                   Prichard                 AL
----------------------------------------------------------------------------------------------------------------
8001-2268          7357        309      706 E. 1st Street                        Vidalia                  GA
----------------------------------------------------------------------------------------------------------------
8001-2281          7370        331      513 N Houston Rd                         Warner Robins            GA
----------------------------------------------------------------------------------------------------------------
8001-2287          7376        344      512 E Screven St                         Quitman                  GA
----------------------------------------------------------------------------------------------------------------
8001-2310          7399        653      3005 W US Highway 90                     Gautier                  MS
----------------------------------------------------------------------------------------------------------------
8001-2317          7406        668      325 US Highway 51                        Ridgeland                MS
----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                    Dapper II

----------------------------------------------------------------------------------------------------------------
   FFC            Cont        Unit
----------------------------------------------------------------------------------------------------------------
  File #           #            #           Street                               CITY                   STATE
----------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>     <C>                                       <C>                     <C>
8001-2239          7328        359     969 N Daleville Ave                       Daleville                AL
----------------------------------------------------------------------------------------------------------------
8001-2241          7330        364     7640 Moffat Rd                            Mobile                   AL
----------------------------------------------------------------------------------------------------------------
8001-2262          7351        302     1406 E Jackson St                         Thomasville              GA
----------------------------------------------------------------------------------------------------------------
8001-2271          7360        315     3220 Mercer University Dr                 Macon                    GA
----------------------------------------------------------------------------------------------------------------
8001-2272          7361        316     1386 Rocky Creek Rd                       Macon                    GA
----------------------------------------------------------------------------------------------------------------
8001-2277          7366        324     2541 Bemiss Rd                            Valdosta                 GA
----------------------------------------------------------------------------------------------------------------
8001-2284          7373        339     701 N Slappey Blvd                        Albany                   GA
----------------------------------------------------------------------------------------------------------------
8001-2296          7385        426     2148 Fairburn Rd                          Douglasville             GA
----------------------------------------------------------------------------------------------------------------
8001-2320          7409        671     205 W Northside Dr                        Jackson                  MS
----------------------------------------------------------------------------------------------------------------
8001-2332          7421        376     205 Chasteen Dr                           Walterboro               SC
----------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                   Dapper III

----------------------------------------------------------------------------------------------------------------
    FFC           Cont        Unit
----------------------------------------------------------------------------------------------------------------
   File #           #           #           Street                               CITY                   STATE
----------------------------------------------------------------------------------------------------------------
<S>                <C>         <C>     <C>                                       <C>                     <C>
8001-2261          7350        301     1503 E Shotwell St                        Bainbridge               GA
----------------------------------------------------------------------------------------------------------------
8001-2264          7353        304     3024 Cypress Mill Rd                      Brunswick                GA
----------------------------------------------------------------------------------------------------------------
8001-2267          7356        308     705 Lamar St                              Americus                 GA
----------------------------------------------------------------------------------------------------------------
8001-2309          7398        652     4217 Maine St                             Moss Point               MS
----------------------------------------------------------------------------------------------------------------
8001-2312          7401        657     11422 US Highway 49 N                     Gulfport                 MS
----------------------------------------------------------------------------------------------------------------
</TABLE>







05-102400.03

<PAGE>

                                    Exhibit 2
                                    ---------

                                    EXHIBIT C

                      DESCRIPTION OF SUBSTITUTE PROPERTIES
<TABLE>
<CAPTION>
                                    Dapper I

-----------------------------------------------------------------------------------------------------------------------
FFC File #       Unit #       Street                             City               State     Corresponding Replaced
                                                                                              Property
-----------------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>                                <C>                <C>       <C>
8001-3477        D105082      1939 NW Topeka Blvd.               Topeka             KS               8001-2238
-----------------------------------------------------------------------------------------------------------------------
8001-3480        D105135      500 SE State Route 291             Lees Summit        MO               8001-2268
-----------------------------------------------------------------------------------------------------------------------
8001-3483        D101346      162 Elm Street                     Milford            NH               8001-2317
-----------------------------------------------------------------------------------------------------------------------
8001-3476        D102289      2202 East Kansas Avenue            Garden City        KS               8001-2281
---------------- ------------ ---------------------------------- ------------------ --------- -------------------------
8001-3495        D101882      1145 West North Street             Lima               OH               8001-2287
-----------------------------------------------------------------------------------------------------------------------
8001-3496        D106848      1406 Kenneth Road                  York               PA               8001-2310
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                    Dapper II

-----------------------------------------------------------------------------------------------------------------------
FFC File #       Unit #       Street                             City               State     Corresponding Replaced
                                                                                              Property
-----------------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>                                <C>                <C>       <C>
8001-3478        D101995      9782 St. Charles Rock Road         Breckenridge       MO               8001-2239
                                                                 Hills
-----------------------------------------------------------------------------------------------------------------------
8001-3479        D103049      999 E Gannon Drive                 Festus             MO               8001-2272
-----------------------------------------------------------------------------------------------------------------------
8001-3481        D101996      9846 W. Florissant Ave             St. Louis          MO               8001-2320
-----------------------------------------------------------------------------------------------------------------------
8001-3485        D101334      23373 US Hwy 23 S                  Circleville        OH               8001-2271
-----------------------------------------------------------------------------------------------------------------------
8001-3486        D101668      3969 Salem Ave                     Dayton             OH               8001-2332
-----------------------------------------------------------------------------------------------------------------------
8001-3488        D107141      2720 Curtice Road                  Northwood          OH               8001-2296
-----------------------------------------------------------------------------------------------------------------------
8001-3490        D101836      12955 Frankstown Road              Penn Hills         PA               8001-2241
-----------------------------------------------------------------------------------------------------------------------
8001-3491        D108859      1488 W. Mason Street               Green Bay          WI               8001-2284
-----------------------------------------------------------------------------------------------------------------------
8001-3493        D103278      5124 Hinkleville Road              Paducah            KY               8001-2262
-----------------------------------------------------------------------------------------------------------------------
8001-3494        D101965      1260 Jennings Station Road         St. Louis          MO               8001-2277
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
                                   Dapper III

-----------------------------------------------------------------------------------------------------------------------
FFC File #       Unit #       Street                             City               State     Corresponding Replaced
                                                                                              Property
-----------------------------------------------------------------------------------------------------------------------
<S>              <C>          <C>                                <C>                <C>       <C>
-----------------------------------------------------------------------------------------------------------------------
8001-3474        D104997      3317 Agency Street                 Burlington         IA               8001-2267
-----------------------------------------------------------------------------------------------------------------------
8001-3475        D101945      2602 Washington Avenue             Alton              IL               8001-2309
-----------------------------------------------------------------------------------------------------------------------
8001-3482        D102158      3510 Gravois Ave                   St. Louis          MO               8001-2312
-----------------------------------------------------------------------------------------------------------------------
8001-3487        D101490      2636 S. Smithville Road            Dayton             OH               8001-2261
-----------------------------------------------------------------------------------------------------------------------
8001-3489        D101360      3210 Library Road                  Castle Shannon     PA               8001-2264
-----------------------------------------------------------------------------------------------------------------------
</TABLE>