Deeds of Assignment and Declarations of Trust



 Exhibit 10.35 
 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this              day of September 2006 at
                        , by and between: 
 SOL KHAZANI, of legal age, American, and resident of 18025 Green Meadow, Encino, CA, U.S.A. 91316, and hereafter referred to as “ASSIGNOR”; 
 - and - 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and
existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented by its Chief Finance Officer, Michael J. McClane, and hereafter referred to as the
“ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of the laws of the Republic of the Philippines with office address
at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the ASSIGNOR desires to assign Two Thousand One Hundred Eight
(2,108) of his shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is
willing to accept the ASSIGNOR’S aforesaid share; 
 NOW, THEREFORE, for and in consideration of the foregoing premises and, for good
and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all his rights, interests and title to and in the
aforementioned Two Thousand One Hundred Eight (2,108) common shares of MBS Tek Corporation, including all his rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 









 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first
above written. 
  

					
	/s/ Sol Khazani	 		 	
	SOL KHAZANI	 	U.S. AUTO PARTS NETWORK, INC.
	Assignor	 	                        Assignee
			
	PERSONALLY APPEARED	 		 	
		 	By:	 	/s/ Michael J. McClane
		 		 	MICHAEL J. McCLANE
		 		 	PERSONALLY APPEARED

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  

	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                             personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 U.S. Auto Parts Network, Inc. 
	  		  	
	 represented by Michael J. McClane
	  		  	
			
	 Sol Khazani
	  		  	

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of September 2006,
                            . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

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	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 SOL KHAZANI AND MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles, California,
U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines












 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of September 2006 at
                            , by and between: 
 BENHOOR ELYASHAR, of legal age, American, and resident of 1411 Stradella Road, Los Angeles, CA, U.S.A. 90077, and hereafter referred to as
“ASSIGNOR”; 
 - and - 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented by its Chief Finance
Officer, Michael J. McClane, and hereafter referred to as the “ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of
the laws of the Republic of the Philippines with office address at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the
ASSIGNOR desires to assign Seven Hundred Forty Four (744) of his shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S aforesaid share; 
 NOW, THEREFORE, for and in
consideration of the foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all his
rights, interests and title to and in the aforementioned Seven Hundred Forty Four (744) common 










 
shares of MBS Tek Corporation, including all his rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first above written. 
  

					
	/s/ Benhoor Elyashar	 		 	
	BENHOOR ELYASHAR	 	U.S. AUTO PARTS NETWORK, INC.
	Assignor	 	                        Assignee
			
	PERSONALLY APPEARED	 	By:	 	/s/ Michael J. McClane
		 		 	MICHAEL J. McCLANE
		 		 	PERSONALLY APPEARED

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  


  

					
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 U.S. Auto Parts Network, Inc.
	  		  	
	represented by Michael J.     McClane	  		  	
			
	 Benhoor Elyashar
	  		  	

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of September 2006,
                            . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 BENHOOR ELYASHAR AND MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines












 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of September 2006 at
                            , by and between: 
 MEHRAN NIA, of legal age, American, and resident of 1039 Centinela Avenue, Sta. Monica, CA, U.S.A. 90403, and hereafter referred to as
“ASSIGNOR”; 
 - and - 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented by its Chief Finance
Officer, Michael J. McClane, and hereafter referred to as the “ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of
the laws of the Republic of the Philippines with office address at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the
ASSIGNOR desires to assign Two Thousand One Hundred Eighteen (2,118) of his shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S aforesaid share; 
 NOW, THEREFORE, for and in consideration of the foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged
to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all his rights, interests and title to and in the aforementioned Two Thousand One Hundred Eighteen (2,118) common shares of MBS
Tek Corporation, including all his rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 
  









 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first
above written. 
  

					
	/s/ Mehran Nia	 		 	
	MEHRAN NIA	 	U.S. AUTO PARTS NETWORK, INC.
	Assignor	 	                        Assignee
			
	PERSONALLY APPEARED	 		 	
		 	By:	 	/s/ Michael J. McClane
		 		 	MICHAEL J. McCLANE
		 		 	PERSONALLY APPEARED

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  

	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                                 personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 U.S. Auto Parts Network, Inc. 
	  		  	
	represented by Michael J.McClane	  		  	
			
	 Mehran Nia
	  		  	

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of September 2006,
                        . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MEHRAN NIA AND MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines












 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of September 2006 at
                            , by and between: 
 ROSEMARIE Q. REY, of legal age, Filipino, and resident of Tandang Sora Street, Pinaric, Legazpi City, and hereafter referred to as
“ASSIGNOR”; 
 - and - 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented by its Chief
Finance Officer, Michael J. McClane, and hereafter referred to as the “ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of
the laws of the Republic of the Philippines with office address at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the
ASSIGNOR desires to assign Twenty Six (26) of her shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S aforesaid share; 
 NOW, THEREFORE, for and in
consideration of the foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all her
rights, interests and title to and in the aforementioned Twenty Six (26) common shares of MBS Tek 
  









 Corporation, including all her rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the
same. 
 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first above written. 

 

					
	 /s/ Rosemarie Q. Rey
	 		 	
	ROSEMARIE Q. REY	 	U.S. AUTO PARTS NETWORK, INC.
	Assignor	 	                        Assignee
			
		 	By:	 	/s/ Michael J. McClane
		 		 	MICHAEL J. McCLANE
		 		 	PERSONALLY APPEARED

  

					
	 SIGNED IN THE PRESENCE OF:
  

	 /s/ Rosemarie Q. Rey
	  		  	  

	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                             personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 U.S. Auto Parts Network, Inc. 
	  		  	
	represented by Michael J.     McClane	  		  	
			
	 Rosemarie Q. Rey
	  	19916109	  	Jan. 05, 2006 / Leg. City

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this                      day of August 2006,
                        . 
 Notary Public 

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 








 ACKNOWLEDGMENT 
  

					
	Republic of the Philippines	  	]	 	
	City of Legazpi	  	]	 	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Rosemarie Q. Rey
	  	19916109	  	Jan. 05, 2006/Leg. City

 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT
consisting of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this 14th day of August 2006,
                                . 
  

	
	/s/
	Notary Public


  

			
	Doc. No.	 	38;
	Page No.	 	79;
	Book No.	 	35;
	Series of 2006.	 	










  

					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that he/she/they executed the
same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines












 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of                  2006 at
                        , by and between: 
 DIOSDADO B. QUINTO, of legal age, Filipino, and resident of Tandang Sora Street, Pinaric, Legazpi city, and hereafter referred to as “ASSIGNOR”; 
 - and - 
 U.S. AUTO PARTS NETWORK,
INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented by its Chief Finance Officer, Michael J. McClane, and
hereafter referred to as the “ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of
the laws of the Republic of the Philippines with office address at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the
ASSIGNOR desires to assign One (1) of his shares, as well as all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S aforesaid share; 
 NOW, THEREFORE, for and in consideration of the
foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all his rights, interests and
title to and in the aforementioned One (1) common shares of MBS Tek Corporation, including all his rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 
  









 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first
above written. 
  

					
	 /s/ Diosdado B. Quinto
	 		 	
	DIOSDADO B. QUINTO	 	U.S. AUTO PARTS NETWORK, INC.
	Assignor	 	                        Assignee
		 		 	
		 	By:	 	/s/ Michael J. McClane
		 		 	MICHAEL J. McCLANE
		 		 	PERSONALLY APPEARED

  

					
	 SIGNED IN THE PRESENCE OF:
  

	 /s/ Diosdado B. Quinto
	  		  	  

	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                             personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 U.S. Auto Parts Network, Inc. 
	  		  	
	represented by Michael J.     McClane	  		  	
			
	 Diosdado B. Quinto
	  	19916122	  	1/5/06 - Leg. City

  

 2 








 ACKNOWLEDGMENT 
  

					
	 Republic of the Philippines
	  	]	 	
	 City of Legazpi
	  	]	 	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Diosdado B. Quinto
	  	19916122	  	Jan. 05, 2006/Leg. City

 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT
consisting of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this 14th day of August 2006,                         .

  

	
	/s/
	Notary Public


  

			
	Doc. No.	 	387;
	Page No.	 	79;
	Book No.	 	35;
	Series of 2006.	 	

  








					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that he/she/they executed the
same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines



  









 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of September 2006 at
                        , by and between: 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17150 South Margay Avenue, Carson, CA 90746, represented
by its Chief Finance Officer, Michael J. McClane, and hereafter referred to as “ASSIGNOR”; 
 - and - 
 MICHAEL J. MCCLANE, of legal age, American, and with address at c/o 17150 South Margay Avenue, Carson, CA 90746, and hereafter referred to as the
“ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of the laws of the Republic of the Philippines with office address
at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the ASSIGNOR desires to assign One (1) of its shares, as well as
all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S
aforesaid share; 
 NOW, THEREFORE, for and in consideration of the foregoing premises and, for good and valuable consideration, the receipt
whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all its rights, interests and title to and in the aforementioned One (1) common shares of MBS Tek
Corporation, including all its rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 
  









 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first
above written. 
  

					
		 		 	/s/ Michael J. McClane
	U.S. AUTO PARTS NETWORK, INC.	 	MICHAEL J. McCLANE
	                        Assignor	 	Assignee
			
	By:	 	/s/ Michael J. McClane	 	PERSONALLY APPEARED
		 	MICHAEL J. McCLANE	 	
		 	PERSONALLY APPEARED	 	

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  



					
	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Michael J. McClane
	  		  	
			
	U.S. Auto Parts Network, Inc. represented by Michael J.     McClane	  		  	

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of September 2006,
                            . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that he/she/they executed the
same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

			
	By:	 	/s/ Mary Jo Bernardo Aragon
		 	MARY JO BERNARDO ARAGON
		 	 Deputy Consul General
 of the Republic of the Philippines












 DEED OF ASSIGNMENT 
 KNOW ALL MEN BY THESE PRESENTS: 
 This DEED, made and executed this
             day of September 2006 at
                        , by and between: 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17151 South Margay Avenue, Carson, CA 90746, represented
by its Chief Finance Officer, Michael J. McClane, and hereafter referred to as “ASSIGNOR”; 
 - and - 
 MEHRAN NIA, of legal age, American, and resident of 1039 Centinela Avenue, Sta. Monica, CA, U.S.A. 90403, and hereafter referred to as the
“ASSIGNEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the ASSIGNOR is a stockholder and holds certain shares of stock of MBS Tek Corporation, a corporation organized and existing under and virtue of the laws of the Republic of the Philippines with office address
at Astillero Building, Oro Site, Legazpi City, Philippines; 
 WHEREAS, the ASSIGNOR desires to assign One (1) of its shares, as well as
all his rights and interests accruing therefrom, in favor of the ASSIGNEE; 
 WHEREAS, the ASSIGNEE is willing to accept the ASSIGNOR’S
aforesaid share; 
 NOW, THEREFORE, for and in consideration of the foregoing premises and, for good and valuable consideration, the receipt
whereof is hereby acknowledged to the full satisfaction of ASSIGNOR, the ASSIGNOR does hereby cedes, transfers and conveys, in a manner absolute, all its rights, interests and title to and in the aforementioned One (1) common shares of MBS Tek
Corporation, including all its rights appurtenant thereto, in favor of the ASSIGNEE and the ASSIGNEE hereby accepts the same. 
  









 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first
above written. 
  

					
		 		 	/s/ Mehran Nia
	U.S. AUTO PARTS NETWORK, INC.	 	MEHRAN NIA
	                        Assignor	 	Assignee
			
	By:	 	/s/ Michael J. McClane	 	PERSONALLY APPEARED
		 	MICHAEL J. McCLANE	 	
		 	PERSONALLY APPEARED	 	

  

					
	SIGNED IN THE PRESENCE OF:
	  
	  		  	  



					
	
	 ACKNOWLEDGMENT
  

		  	]	  	
		  	]	  	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Mehran Nia
	  		  	
			
	 U.S. Auto Parts Network, Inc. represented by
     Michael J. McClane
	  		  	

  

 2 








 All known to me and known to be the same persons who executed the foregoing DEED OF ASSIGNMENT consisting
of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of September 2006,
                        . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE AND MEHRAN NIA 
 known to me to be the same person(s) who executed the annexed instrument of DEED OF ASSIGNMENT and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines












 DECLARATION OF TRUST 
 KNOW ALL MEN BY THESE PRESENTS: 
 This Declaration of Trust, made and executed this
         day of                  2006 at
                        , by and between: 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17151 South Margay Avenue, Carson, CA 90746, represented
by its Chief Finance Officer, Michael J. McClane, and hereafter referred to as “TRUSTOR”; 
 - and - 
 MEHRAN NIA, of legal age, American, and resident of 1039 Centinela Avenue, Sta. Monica, CA, U.S.A. 90403, and hereafter referred to as the
“TRUSTEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the TRUSTEE appears in the stock and Transfer Book of MBS Tek Corporation, a corporation organized and existing under Philippine Laws as the registered owner of One (1) share of stock of the said
Corporation (the “Share”) on the strength of a Deed of Assignment dated                      executed by and between the TRUSTEE and
TRUSTOR; 
 NOW, THEREFORE, the parties agree as follows: 
 1. The TRUSTEE hereby acknowledges: 
  

	 	1.1	The absolute title and ownership of the TRUSTOR over the property; 

  

	 	1.2	His role as TRUSTEE and agent of TRUSTOR to hold naked title to the Share for and in behalf of the TRUSTOR; 

 2. The TRUSTEE and the TRUSTOR agree that all income derived from or earned on the Share shall be for the exclusive account and benefit of the 








 
TRUSTOR, and the TRUSTEE shall deliver the same to the TRUSTOR, or to whomsoever the latter may designate. 
 3. With respect to the income referred to in part 2, the TRUSTOR warrants and hereby undertakes to hold the TRUSTEE free and harmless from liability for
any and all taxes that may be due therein. 
 4. Taxes due on the Share shall be paid by TRUSTOR. 
 5. The TRUSTOR shall indemnify, defend and hold harmless the TRUSTEE and/or his representatives from and against any losses, liabilities, damages,
claims, actions, judgments, cost and expenses arising from or as a consequence of the TRUSTEE’s holding on the Share in trust for the TRUSTOR, and for all acts performed by the TRUSTEE pursuant to the instructions of the TRUSTOR. 
 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first above written. 
  

					
	 	 	 	 	/s/ Mehran Nia
	U.S. AUTO PARTS NETWORK, INC.	 	MEHRAN NIA
	                        Trustor	 	Trustee
			
	By:	 	/s/ Michael J. McClane	 	PERSONALLY APPEARED
		 	MICHAEL J. McCLANE	 	
		 	PERSONALLY APPEARED	 	

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  


  

 2 









					
	ACKNOWLEDGMENT
			
		  	]	 	
		  	]	 	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Mehran Nia
	  		  	
			
	 U.S. Auto Parts Network, Inc.
 represented by Michael J.
     McClane
	  		  	

 All known to me and known to be the same persons who executed the foregoing DECLARATION OF TRUST
consisting of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this          day of
                            . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE AND MEHRAN NIA 
 known to me to be the same person(s) who executed the annexed instrument of DECLARATION OF TRUST and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines










 DECLARATION OF TRUST 
 KNOW ALL MEN BY THESE PRESENTS: 
 This Declaration of Trust, made and executed this
         day of                  2006 at
                        , by and between: 
 U.S. AUTO PARTS NETWORK, INC., a corporation duly organized and existing under the laws of the State of California and with principal business address at 17151 South Margay Avenue, Carson, CA 90746, represented
by its Chief Finance Officer, Michael J. McClane, and hereafter referred to as “TRUSTOR”; 
 - and - 
 MICHAEL J. McCLANE, of legal age, American, and with address at c/o 17151 South Margay Avenue, Carson, CA 90746, and hereafter referred to as the
“TRUSTEE”. 
 WITNESSETH: THAT- 
 WHEREAS, the TRUSTEE appears in the stock and Transfer Book of MBS Tek Corporation, a corporation organized and existing under Philippine Laws as the registered owner of One (1) share of stock of the said
Corporation (the “Share”) on the strength of a Deed of Assignment dated                          executed by and
between the TRUSTEE and TRUSTOR; 
 NOW, THEREFORE, the parties agree as follows: 
 1. The TRUSTEE hereby acknowledges: 
  

	 	1.1	The absolute title and ownership of the TRUSTOR over the property; 

  

	 	1.2	His role as TRUSTEE and agent of TRUSTOR to hold naked title to the Share for and in behalf of the TRUSTOR; 








 2. The TRUSTEE and the TRUSTOR agree that all income derived from or earned on the Share shall be for the
exclusive account and benefit of the TRUSTOR, and the TRUSTEE shall deliver the same to the TRUSTOR, or to whomsoever the latter may designate. 
 3. With respect to the income referred to in part 2, the TRUSTOR warrants and hereby undertakes to hold the TRUSTEE free and harmless from liability for any and all taxes that may be due therein. 
 4. Taxes due on the Share shall be paid by TRUSTOR. 
 5. The TRUSTOR shall indemnify, defend and hold harmless the TRUSTEE and/or his representatives from and against any losses, liabilities, damages, claims, actions, judgments, cost and expenses arising from or as a consequence of the
TRUSTEE’s holding on the Share in trust for the TRUSTOR, and for all acts performed by the TRUSTEE pursuant to the instructions of the TRUSTOR. 
 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the date and at the place first above written. 
  

					
	 	 	 	 	/s/ Michael J. McClane
	U.S. AUTO PARTS NETWORK, INC.	 	MICHAEL J. McCLANE
	                        Trustor	 	Trustee
			
	By:	 	/s/ Michael J. McClane	 	PERSONALLY APPEARED
		 	MICHAEL J. McCLANE	 	
		 	PERSONALLY APPEARED	 	

  

					
	 SIGNED IN THE PRESENCE OF:
  

	  
	  		  	  


  

 2 









					
	ACKNOWLEDGMENT
			
		  	]	 	
		  	]	 	S.S.

 BEFORE ME, a Notary Public in and for the
                             personally appeared: 
  

					
	 Name
	  	 Com. Tax Cert. No.
	  	 Date/Place Issued

	 Michael J. McClane
	  		  	
			
	 U.S. Auto Parts Network, Inc.
 represented by Michael J.
     McClane
	  		  	

 All known to me and known to be the same persons who executed the foregoing DECLARATION OF TRUST
consisting of three (3) pages including this page, and acknowledged to me that the same is of their free and voluntary act and of the persons herein represented. 
 WITNESS MY HAND AND SEAL this              day of
                        . 
 Notary Public 
  

			
	Doc. No.	 	;
	Page No.	 	;
	Book No.	 	;
	Series of 2006.	 	

  

 3 









					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of DECLARATION OF TRUST and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that he/she/they executed the
same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines










 Resolution No. 001 Series of 2006 
 A resolution authorizing ROSEMARIE Q. REY to open Checking and Dollar Account with Metrobank, Mabini Branch, Legazpi City. 
 Resolved as it is hereby resolved that MBS Tek Corporation open and maintain a Checking and Dollar Account with Metrobank, Mabini Branch, Legazpi City. 
 Resolved as it is hereby further resolved, that ROSEMARIE Q. REY in her capacity as the Secretary of the Corporation to open the said Checking and Dollar Account and be
the official signatory of the same: 
 Resolved finally that the Corporation as represented by the above – named officer accept all the terms and
conditions imposed by Metrobank, Mabini Branch, Legazpi City in connection with the Checking and Dollar Account opened. 
 Approved this 14th day of August,
2006 in Legazpi City, Philippines. 
  

					
	 	  	 /s/ Rosemarie Q. Rey
	 	 
		  	ROSEMARIE Q. REY	 	
		  	Corporate Secretary	 	
	 /s/ Mehran Nia
	  		 	 /s/ Michael J. McClane

	MEHRAN NIA	  		 	MICHAEL J. MCCLANE
	President	  		 	Treasurer

  

					
	ACKNOWLEDGMENT
			
		  	]	 	
		  	]	 	S.S.

 BEFORE ME, a Notary Public for and in
                     this      day of
                 personally appeared the following: 
  

					
	 Names
	  	 CTC #
	  	 Date/Place Issued

	Mehran Nia	  		  	
	Michael J. McClane	  		  	
	Rosemarie Q. Rey	  	19916109	  	Jan. 5, 2006 / Legazpi City

 Known to me and known to be the same person who executed the foregoing Resolution and they
acknowledge to me that the same is their free and voluntary act and deed as well as the free voluntary act and deed of the entity herein represented. This instrument refers to a Board Resolution consisting of one (1) page. 
 In witness whereof, I have hereunto set my hand & seal this 14 AUG 2006 at Legazpi City. 
  

	
	/s/
	Notary Public


  

			
	Doc. No.	 	388;
	Page No.	 	79;
	Book No.	 	35;
	Series of 2006.	 	









					
	ACKNOWLEDGMENT
			
		  	]	 	
		  	]	 	S.S.

 BEFORE ME, a Notary Public in and for the
                         personally appeared the following: 
  

					
	 Names
	  	 CTC #
	  	 Date/Place Issued

	 Mehran Nia
	  		  	
	 Michael J. McClane
	  		  	

 Known to me and known to be the same person who executed the foregoing Resolution and they
acknowledge to me that the same is their free and voluntary act and deed as well as the free voluntary act and deed of the entity herein represented. This instrument refers to a Board Resolution consisting of one (1) page. 
 In witness whereof, I have hereunto set my hand & seal this              day
of                  2006 at
                        . 








					
	CONSULATE GENERAL OF THE PHILIPPINES	  	]	 	
	CITY OF LOS ANGELES	  	]	 	S.S.
	STATE OF CALIFORNIA, U.S.A.	  	]	 	

 ACKNOWLEDGMENT 
 BEFORE ME, MARY JO BERNARDO ARAGON, DEPUTY CONSUL GENERAL in the City of Los Angeles, California, U.S.A., on this day of 06 September 2006,
personally appeared: 
 MEHRAN NIA AND MICHAEL J. MCCLANE 
 known to me to be the same person(s) who executed the annexed instrument of RESOLUTION NO. 001 and being informed by me of the contents of said instrument, he/she/they acknowledged and swore before me that
he/she/they executed the same of his/her/their own free will and deed for the use and purpose therein set forth. For the contents of the annexed document, this Consulate General assumes no responsibility. 
 IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Consulate General of the Republic of the Philippines at Los Angeles,
California, U.S.A., the above date. 
  

	
	/s/ Mary Jo Bernardo Aragon
	MARY JO BERNARDO ARAGON
	 Deputy Consul General
 of the Republic of the Philippines