EXHIBIT 10.11
                                CHANGE OF CONTROL
                              EMPLOYMENT AGREEMENT

         AGREEMENT between Hi-Lo Automotive, Inc., a Delaware corporation (the
"Company"), and Daniel T. Bucaro, residing at 6603 Carrington Court, Sugarland,
Texas 77479 (the "Executive"), dated as of the 14th day of May, 1996.

                                   WITNESSETH:

         WHEREAS, the Executive is a principal officer of the Company and an
integral part of its management; and

         WHEREAS, the Company recognizes that even the possibility of a change
of control and the uncertainty and questions which it may raise may result in
the departure or distraction of management personnel to the detriment of the
Company and its shareholders during a critical time; and

         WHEREAS, the Company considers it in the best interest of the Company
and its shareholders that the Executive be encouraged to remain with the Company
in the event of any actual or threatened change of control of the Company; and

         WHEREAS, the Company's Board of Directors (the "Board") has determined
that appropriate steps should be taken now to reinforce and encourage members of
the Company's management;

         NOW, THEREFORE, in consideration of the above premises and mutual
agreements herein set forth and the services performed and to be performed by
the Executive for the Company, the parties agree as follows:

         1.       OPERATION OF AGREEMENT.

         This Agreement shall be effective without any action by any party upon
the first date on which a Change of Control ( as defined in Article 2) has
occurred; PROVIDED, HOWEVER, that at the option of the Company this Agreement
may be terminated on the first anniversary of written notice of termination
given to the Executive by the Board prior to the Agreement's Effective Date.

         2.       DEFINITIONS.

                  CAUSE. For purposes of this Agreement "Cause" shall mean
         termination resulting from (i) acts of dishonesty by the Executive
         constituting a felony and resulting or intended to result directly or
         indirectly in gain or personal enrichment to the Executive at the
         expense of the Company or (ii) willful and continued failure by
         Executive to substantially perform his duties with the Company (other
         than any such failure resulting from Disability (as defined herein))
         after a demand in writing for substantial performance is delivered to
         the Executive by the Board, which demand specifically identifies the
         manner in which the Board believes that the Executive has not
         substantially performed his duties, and such failure to perform the
         Executive's duties results in demonstrably material injury to the
         Company.

                  CHANGE OF CONTROL. For the purpose of this Agreement, a
         "Change of Control" shall occur if (i) the Company shall not be the
         surviving entity in any merger or consolidation (or survives only as a
         subsidiary of an entity other than a previously wholly-owned subsidiary
         of the Company), (ii) the Company sells, leases

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         or exchanges or agrees to sell, lease or exchange all or substantially
         all of its assets to any other person or entity (other than a
         wholly-owned subsidiary of the Company), (iii) the Company is to be
         dissolved and liquidated, (iv) any person or entity, including a
         "group" as contemplated by Section 13(d)(3) of the 1934 Act, (other
         than Saratoga Partners, L.P., Lexington Partners II, L.P., Dillon, Read
         & Co. Inc., or any of their respective affiliates) acquires or gains
         ownership or control (including, without limitation, power to vote) of
         more than 50% of the outstanding shares of capital stock of the
         Company, or (v) as a result of or in connection with any cash tender or
         exchange offer, merger or other business combination, sales of assets
         or a contested election for the board of directors, or any combination
         of the foregoing transactions (a "Transaction"), the persons who were
         directors of the Company before such Transaction shall cease to
         constitute a majority of the Board.

                  EFFECTIVE DATE. For purposes of this Agreement " Effective
         Date" shall mean the first date on which a Change of Control has
         occurred.

                  DISABILITY. For purposes of this Agreement, "Disability" shall
         mean that the Executive is unable to perform the essential functions of
         the job for which the Executive is being employed hereunder, with or
         without reasonable accommodation, by reason of his illness, accident or
         other cause, including mental disability, for a period of six
         consecutive calendar months, or an aggregate of nine months during any
         continuous twelve-month period.

                  GOOD REASON. For purposes of this Agreement, "Good Reason"
         shall mean:

                                    (i) A determination by the Executive made in
                           good faith that his primary management functions,
                           duties or responsibilities have been diminished in
                           any material respect and the situation is not
                           remedied within 30 days after receipt by the Company
                           of written notice from the Executive of such
                           determination;

                                    (ii) Any requirement that the Executive
                           relocate his principal office outside of Harris
                           County, Texas;

                                    (iii) Any modification to the rights to
                           indemnification or director and officer liability
                           insurance under which the Executive is covered
                           immediately prior to the Effective Date which reduces
                           the benefits available to the Executive under such
                           indemnification or insurance; or

                                    (iv) A breach by the Company of any
                           provision of this Agreement not embraced within the
                           foregoing clause (i), (ii) or (iii) which is not
                           remedied within 30 days after receipt by the Company
                           of written notice from the Executive.

         3. EMPLOYMENT PERIOD. Unless terminated pursuant to Section 6, the
Company hereby agrees to continue the Executive in its employ for the period
commencing on the Effective Date and ending on the second anniversary of such
date (the "Employment Period"). Unless terminated pursuant to Section 6, the
Executive agrees to remain in the employ of the Company until such time as the
Executive gives the Company at least 30 days written notice of the Executive's
intent to voluntarily terminate employment.

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         4.       POSITION AND DUTIES.

                  (a) During the Employment Period, the Executive shall continue
         to serve as a principal officer of the Company with office, title and
         primary management functions, duties, and responsibilities,
         substantially similar to those held and performed during the 90-day
         period immediately preceding the Effective Date provided that any
         change in such functions, duties and responsibilities which results
         solely from the Company no longer being a reporting company under the
         Federal securities laws or the Company being a subsidiary of another
         company shall not be considered a change in functions, duties or
         responsibilities for any purpose under this Agreement.

                  (b) During the Employment Period, the Executive shall devote
         the Executive's full time and efforts during normal business hours to
         the business and affairs of the Company except for reasonable vacations
         and except for illness or incapacity, but nothing in this Agreement
         shall preclude the Executive from (i) devoting reasonable periods
         required for serving as a director or member of a committee of any
         organization involving no conflict of interest with the interests of
         the Company, and (ii) engaging in charitable and community activities
         and professional organizations, provided that such activities do not
         materially interfere with the regular performance of his duties and
         responsibilities under this Agreement.

                  (c) Executive shall have as his principal office and shall
         perform his duties hereunder primarily at the Company's headquarters at
         2575 West Bellfort Street, Houston, Texas 77054 or at such other
         location as the Board shall direct within Harris County, Texas.

         5.       COMPENSATION.

                  (a) BASE SALARY. During the Employment Period, the Executive
         shall receive a base salary ("Base Salary") equal to the average of the
         Executive's monthly salary during the three full months immediately
         preceding the Effective Date multiplied by twelve. The Base Salary
         shall not be reduced after the Effective Date. The Base Salary will be
         paid in equal semi-monthly installments.

                  (b) OTHER NON-SALARY BENEFITS. During the Employment Period,
         the Executive shall be entitled to participate in all bonus, incentive,
         savings and retirement plans, policies and programs applicable
         generally to other peer executives of the Company and its affiliated
         companies, but in no event shall such plans, policies and programs
         provide the Executive with incentive opportunities, savings
         opportunities and retirement benefit opportunities, in each case, less
         favorable, in the aggregate, than those provided by the Company and its
         affiliated companies for the Executive under such plans, policies and
         programs as in effect at any time during the 90-day period immediately
         preceding the Effective Date or if more favorable to the Executive,
         those provided generally at any time after the Executive Date to other
         peer executives of the Company and its affiliated companies. During the
         Employment Period, the Executive and/or the Executive's family, as the
         case may be, shall be eligible for participation in and shall receive
         all benefits under welfare benefit plans, policies and programs
         provided by the Company and its affiliated companies (including to the
         extent they exist and without limitation, medical, prescription,
         dental, disability, salary continuance, employee life, group life,
         accidental death and travel accident insurance plans and programs) to
         the extent applicable generally to other peer executives of the Company
         and its affiliated companies, but in no event shall such plans,
         policies and programs provide the Executive with benefits which are
         less favorable, in the aggregate, than such plans, practices, policies
         and programs in effect for the Executive at any time during the 90-day
         period immediately preceding the Effective Date or, if more favorable
         to the Executive, those provided

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         generally at any time after the Effective Date to other peer executives
         of the Company and its affiliated companies. During the Employment
         Period, the Executive shall be entitled to perquisites, including,
         without limitation, an office, secretarial and clerical staff, and to
         fringe benefits, including, without limitation, the payment of
         allowances for, and reimbursement of, automobile expenses, and cellular
         telephone charges, in each case at least equal to those attached to his
         office immediately prior to the Effective Date.

                  (c) VACATION. The Executive shall be entitled to receive such
         paid vacation time each year during the term of this Agreement as is
         consistent with the vacation policy of the Company for Executive's
         position. Such vacation shall be taken at a time convenient to the
         Company. Any vacation time to which the Executive is entitled in
         accordance with the foregoing that is not taken by the Executive in any
         year during the Employment Period shall not be cumulative, and the
         Executive shall not receive any cash or noncash benefit in lieu of
         vacation time not taken by the Executive except that Executive shall be
         entitled to receive cash in lieu of any unused vacation time applicable
         for the year in which any termination of employment occurs.

                  (d) EXPENSES. Upon submission of proper vouchers, the Company
         will pay or reimburse the Executive for reasonable transportation,
         hotel, travel and related expenses incurred by the Executive on
         business trips away from the Executive's principal office, and for
         other business and entertainment expenses reasonably incurred by the
         Executive in connection with the business of the Company and its
         subsidiaries during the Employment Period, all subject to such
         limitations as may from time to time be prescribed by the Board.

                  (e) INDEMNITY. The Executive shall be entitled to and shall be
         provided the benefits of indemnification and director and officer
         liability insurance on the same basis as in effect immediately
         preceding the Effective Date, or if more favorable to the Executive, as
         in effect at anytime thereafter with respect to other officers of
         similar position and responsibility.

         6.       TERMINATION.

                  (a) DEATH OR DISABILITY. Executive's employment shall
         terminate automatically upon the Executive's death. The Company may
         terminate Executive's employment upon Executive's Disability, by giving
         to the Executive written notice of its intention to terminate the
         Executive's employment. The Company shall have the right to terminate
         the Executive's employment effective as of the applicable date of his
         Disability.

                  (b) CAUSE. The Company may terminate the Executive's
         employment for "Cause" upon written notice as required herein.
         Executive's employment shall in no event be considered to have been
         terminated by the Company for Cause if such termination took place as
         the result of (i) bad judgment or negligence, or (ii) any act or
         omission without intent of gaining therefrom directly or indirectly a
         profit to which the Executive was not legally entitled, or (iii) any
         act or omission believed by the Executive in good faith to have been in
         or not opposed to the interest of the Company, or (iv) any act or
         omission in respect of which a determination is made that the Executive
         met the applicable standard of conduct prescribed for indemnification
         or reimbursement or payment of expenses under the by-laws of the
         Company or the laws of the State of Delaware or the directors and
         officers liability insurance of the Company, in each case as in effect
         at the time of such act or omission. The Executive shall not be deemed
         to have been terminated for Cause unless and until there shall have
         been delivered to him a copy of a resolution duly adopted by the
         affirmative
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         vote of not less than a majority of the entire membership of the Board
         at a meeting of the Board called and held for the purpose (after
         reasonable notice to the Executive and an opportunity for the
         Executive, together with his counsel, to be heard before the Board),
         finding that in the good faith opinion of the Board, the Executive was
         guilty of conduct contained in the definition of Cause and specifying
         the particulars thereof in detail.

                  (c) GOOD REASON. The Executive's employment may be terminated
         by the Executive at any time for Good Reason. Executive's employment
         shall in no event be considered to have been terminated by Executive
         for Good Reason if such termination by the Executive took place as a
         result of changes in the Executive's functions, duties and
         responsibilities resulting solely from the Company no longer being a
         reporting company under the Federal securities laws or the Company
         being a subsidiary of another company.

                  (d) VOLUNTARY TERMINATION AFTER ONE YEAR. The Executive's
         employment may be terminated by the Executive at any time after the
         first anniversary of the Effective Date.

                  (e) NOTICE OF TERMINATION. Any termination of the Executive's
         employment by the Company for Cause or due to Disability or by the
         Executive for Good Reason or otherwise shall be communicated by Notice
         of Termination to the other party. For purposes of this Agreement, a
         "Notice of Termination" means a written notice which (i) indicates the
         specific termination provision in this Agreement relied upon, (ii) sets
         forth in reasonable detail the facts and circumstances claimed to
         provide a basis for termination of the Executive's employment under the
         provision so indicated, if applicable, and (iii) if the termination
         date is other than the date of receipt of such notice, specifies the
         termination date (which date shall be not more than 15 days after the
         giving of such notice).

                  (f) DATE OF TERMINATION. If the Executive's employment is
         terminated for any reason, whether pursuant to the terms of this
         Agreement or otherwise, the date set forth in the notice of termination
         as the termination date of the Executive's employment shall be deemed
         the "Date of Termination."

         7.       COMPENSATION UPON TERMINATION OR DURING DISABILITY.

                  (a) DURING DISABILITY. During any period that Executive is
         unable to perform his duties hereunder during the Employment Period as
         a result of incapacity due to physical or mental illness or injury, the
         Company shall continue to pay to the Executive his full Base Salary and
         other benefits as in effect immediately prior to such physical or
         mental illness or injury until Executive's employment is terminated.

                  (b) DEATH; DISABILITY. If during the Employment Period the
         Executive's employment is terminated by reason of death or Disability,
         the Company shall (x) pay to the Executive or his estate a lump sum
         payment (made within 10 days after the Date of Termination) equal to
         the Executive's Base Salary divided by twelve multiplied by the number
         of full or partial months remaining in the Employment Period, (y)
         provide the medical insurance benefits contemplated by Section 5(b) for
         one year from the Date of Termination or through the end of the
         Employment Period whichever is longer and (z) make available medical
         benefits equivalent to those required to be provided under "COBRA" for
         a period of eighteen months after the expiration of the Company's
         obligations under clause (y) above.

                  (c) CAUSE; VOLUNTARY TERMINATION PRIOR TO ONE YEAR. If the
         Executive's employment shall be terminated either (i) for Cause by the
         Company or (ii) by the Executive voluntarily prior to the first

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         anniversary of the Effective Date other than for Good Reason, the
         Company shall pay the Executive's full Base Salary through the Date of
         Termination at the rate in effect at the time Notice of Termination is
         given and shall have no further obligations to the Executive under this
         Agreement.

                  (d) GOOD REASON; VOLUNTARY TERMINATION AFTER ONE YEAR; OTHER
         THAN FOR CAUSE. If, during the Employment Period, (i) the Company shall
         terminate the Executive's employment other than for Cause, death or
         Disability, (ii) the employment of the Executive shall be terminated by
         the Executive for Good Reason or (iii) the Executive shall terminate
         his employment after the first anniversary date of the Effective Date
         for any reason or no reason, the Company shall (x) pay to the Executive
         as severance pay hereunder and in lieu of any other amounts due
         hereunder a lump sum payment (made within 10 days after the Date of
         Termination) equal to two times the Executive's then current Base
         Salary, (y) provide the medical insurance benefits contemplated by
         Section 5(b) for one year from the Date of Termination or through the
         end of the Employment Period whichever is longer and (z) make available
         to the Executive medical benefits equivalent to those required to be
         provided under "COBRA" for a period of eighteen months after the
         expiration of the Company's obligations under clause (y) above.

                  (e) PAYMENT LIMITATION. Notwithstanding anything to the
         contrary in this Agreement, the payments and benefits otherwise
         provided by this Agreement shall be reduced if and to the extent that
         such payments and benefits, when added to any payments and benefits
         provided by the Company other than under this Agreement, would result
         in any such payments being nondeductible to the Company or would
         subject Executive to an excise tax pursuant to the golden parachute
         payment provisions of Section 280G or Section 4999 of the Internal
         Revenue Code of 1986, as amended. Any reduction of payments and
         benefits under this Agreement resulting from the foregoing limitations
         shall be applied to the payments and benefits due to be otherwise
         provided to Executive latest in time.


         8. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall prevent
or limit the Executive's continuing or future participation in any benefit,
bonus, incentive or other plan or program provided by the Company or any of its
affiliated companies and for which the Executive may qualify, nor shall anything
herein limit or otherwise affect such rights as the Executive may have under any
other agreements with the Company or any of its affiliated companies. Amounts
which are vested benefits or which the Executive is otherwise entitled to
receive under any plan or program of the Company or any or program of the
Company or any of its affiliated companies at or subsequent to the Date of
Termination shall be payable in accordance with such plan or program.

         9.       EXECUTIVE OBLIGATIONS.

                  (a) For the Employment Period the Executive will not do or say
         anything that reasonably may be expected to have the effect of
         diminishing or impairing the goodwill and good reputation of the
         Company and its officers, directors and products nor will the Executive
         intentionally disparage or injure the reputation of the Company by
         making any material negative statements about the Company's methods of
         doing business, the effectiveness of its business policies and the
         quality of its products or personnel.

                  (b) The Executive agrees to keep the terms of this Agreement
         in strict confidence, except that the Executive may disclose the terms
         of this Agreement to family members and professional advisors who
         understand the confidentiality of such terms.

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                  (c) The Executive hereby agrees that during the Executive's
         employment by the Company and for a period of twenty-four months
         following termination of the Executive's employment during the
         Employment Period either (i) by the Company other than for Cause, death
         or Disability or (ii) by the Executive for Good Reason or after the
         first anniversary date of the Effective Date for any reason or no
         reason, the Executive shall not act in any manner or capacity, directly
         or indirectly, in any individual or representative capacity, whether as
         principal, agent, partner, officer, director, employee, joint venturer,
         member of any business entity, consultant, advisor or investor (except
         that the Executive shall have the right hereunder to own up to 2% of
         one or more public companies having a class of equity securities
         registered with the Securities and Exchange Commission under the
         Securities Exchange Act of 1934, as amended) or otherwise, in or for
         any business entity or enterprise which competes with the Company in
         any geographic area served by the Company at the time of the
         Executive's termination and engages as its primary line of business in
         the sale of automotive parts or accessories to retail customers or to
         commercial auto repair outlets (the "Business");

                  (d) The Executive hereby agrees that during the Executive's
         employment by the Company and for a period of twenty-four months
         following the termination of the Executive's employment, the Executive
         shall not:

                           (i) without the prior written consent of the Company,
                  divulge, disclose or make accessible to any other person,
                  firm, partnership or company or other entity any Confidential
                  Information which shall not include information known
                  generally or available to the public or of information not
                  considered confidential by persons engaged in the business
                  conducted by the Company or from disclosure required by law or
                  court order pertaining to the Business except (x) while
                  employed by the Company in the Business and for the benefit of
                  the Company or (y) when required to do so by a court of
                  competent jurisdiction, by any governmental agency, or by any
                  administrative body or legislative body (including a committee
                  thereof) with purported or apparent jurisdiction to order the
                  Executive to divulge, disclose or make accessible such
                  information.

                           (ii) without the prior written consent of the Company
                  solicit or hire away any person who is then an employee of the
                  Company and was an employee of the Company at any time after
                  the Effective Date and prior to termination of the Executive's
                  employment.

                  (e) The Executive also agrees that upon leaving the Company's
         employ he will not take with him, without the prior written consent of
         an officer authorized to act in the matter by the Board, any drawing,
         blueprint, business strategies, budgets, projections, nonpublic
         financial information, manuals, policies or other document of the
         Company, its subsidiaries, affiliates and divisions.

                  (f) If the scope of any restriction contained in Section 9(c)
         or (d) hereof is too broad to permit enforcement of such restriction to
         its full extent, then such restriction shall be enforced to the maximum
         extent permitted by law, and the Executive hereby consents and agrees
         that such scope may be judicially modified accordingly in any
         proceedings brought to enforce such restrictions.

                  (g) The Executive acknowledges and agrees that the Company's
         remedy at law for any breach of the Executive's obligations under this
         Section 9 (other than Section 9(c)) may be inadequate, and agrees and
         consents that temporary and/or permanent injunctive relief may be
         granted in any proceeding which may be brought to enforce any provision
         hereof (other than Section 9(c)), without the necessity of proof of
         actual
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         damage. In the event of any breach of the provisions of Section 9(c)
         hereof, as liquidated damages and in lieu of any other damages,
         payments to or actions by the Company, the Executive shall pay to the
         Company an amount equal to the product of (i) any lump sum payment made
         to Executive under this Agreement divided by twenty-four multiplied by
         (ii) twenty-four minus the number of months (including as a whole month
         any portion thereof) since the Executive's Date of Termination.

         10. REVIEW BY COUNSEL. The Executive has had sufficient time and the
opportunity, whether or not exercised, to have this Agreement reviewed by
counsel of the Executive's choosing and to be advised as to the Executive's
rights and obligations hereunder.

         11.      SUCCESSORS.

                  (a) This Agreement shall not be assignable by either party
         without the consent of the other party.

                  (b) This Agreement shall inure to the benefit of and be
         binding upon the Company and its successors.

                  (c) In the event of a Change of Control of the Company, any
         successor shall, by an agreement in form and substance satisfactory to
         the Executive, expressly assume and agree to perform this Agreement.

         12.      MISCELLANEOUS.

                  (a) This Agreement shall be governed by and construed in
         accordance with the laws of the State of Texas, without reference to
         principles of conflict of laws. The captions of this Agreement are not
         part of the provisions hereof and shall have no force or effect. This
         Agreement may not be amended or modified otherwise than by a written
         agreement executed by the parties hereto or their respective successors
         and legal representatives.

                  (b) Executive shall not be required to mitigate the amount of
         any payment or benefit provided for herein by seeking other employment
         or otherwise, nor shall the amount of any payment or benefit provided
         for herein be reduced by any compensation earned by you as a result of
         employment by another employer after the Date of Termination, or
         otherwise.

                  (c) All notices and other communications hereunder shall be in
         writing and shall be given by hand delivery to the other party or by
         overnight courier or by registered or certified mail, return receipt
         requested, postage prepaid, addressed as follows:

                  IF TO THE EXECUTIVE:               Daniel T. Bucaro
                              6603 Carrington Court
                             Sugarland, Texas 77479

                  IF TO THE COMPANY:                 Hi-Lo Automotive, Inc.
                                                     2575 West Bellfort Street
                              Houston, Texas 77054
                              Attention: President

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         or to such other address as either party shall have furnished to the
         other in writing in accordance herewith. Notice and communications
         shall be effective when actually received by the addressee.

                  (d) The invalidity or unenforceability of any provision of
         this Agreement shall not affect the validity or enforceability of any
         other provision of this Agreement.

                  (e) The Company may withhold from any amounts payable under
         this Agreement such federal, state or local taxes as shall be required
         to be withheld pursuant to any applicable law or regulation.

                  (f) This Agreement contains the entire understanding of the
         Company and the Executive with respect to the subject matter hereof.

                  (g) Any dispute or controversy arising under or in connection
         with this Agreement shall be settled exclusively by arbitration in
         Houston, Texas in accordance with the rules of the American Arbitration
         Association then in effect; provided that all arbitration expenses
         shall be borne by the Company. Notwithstanding the pendency of any
         dispute or controversy concerning termination or the effects thereof,
         the Company will continue to pay Executive semi-monthly the full
         compensation in effect immediately before any Notice of Termination
         giving rise to the dispute was given (including, but not limited to,
         Base Salary and bonus or incentive pay) and continue Executive as a
         participant in all compensation, benefit and insurance plans in which
         the Executive was then participating, until the dispute is finally
         resolved. Amounts paid under this paragraph are in addition to all
         other amounts due under this Agreement and shall not be offset against
         or reduce any other amounts due under this Agreement except as
         otherwise determined by the arbitrator based upon the facts and
         circumstances giving rise to the arbitration. Judgment may be entered
         on the arbitrators' award in any court having jurisdiction; PROVIDED,
         HOWEVER, that Executive shall be entitled to seek specific performance
         of his right to be paid until the Date of Termination during the
         pendency of any dispute or controversy arising under or in connection
         with this Agreement.

                  (h) The Executive and the Company acknowledge that this
         Agreement shall have no force and effect, and is no intended to alter
         in any way the current relationship of the Executive and the Company,
         prior to the Effective Date. This Agreement shall terminate and there
         shall be no further rights or liabilities hereunder upon a termination
         of the Executive's employment prior to the Effective Date.

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         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.

                             Hi-Lo Automotive, Inc.


                            By:       /S/ K. GRANT HUTCHINS
                                     Name:  K. Grant Hutchins
                                     Title:  Vice President and General Counsel



                              /S/ DANIEL T. BUCARO
                                Daniel T. Bucaro

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