INDEMNIFICATION AGREEMENT


         THIS  INDEMNIFICATION  AGREEMENT (this "Agreement") is made and entered
into  effective  as of the ______ day of  ___________,  _______,  by and between
CarPartsOnSale.com,   Inc.,  a  Delaware   corporation  (the   "Company"),   and
______________________________, an individual (the "Indemnified Party").

                                                  R E C I T A L S :

         A.  The Company desires to attract and retain talented officers,
directors and other personnel.

         B. In order to provide an additional  incentive for qualified personnel
to become and remain directors,  officers or other key personnel of the Company,
the  Company  is  willing  to  enter  into  this  Agreement  setting  forth  its
indemnification obligations with respect to the Indemnified Party.

                                   AGREEMENT:

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
contained herein and other good and valuable consideration,  the Company and the
Indemnified Party hereby agree as follows:

         1. Indemnification.  Except as provided in Section 2 below, the Company
shall, to the maximum extent and in the manner permitted by the Delaware General
Corporation  Law (the  "Act"),  indemnify  the  Indemnified  Party  against  any
liability  incurred in any proceeding to which the  Indemnified  Party is made a
party  because he or she is or was a director or officer of the Company or is or
was  serving at the request of the  Company as a  director,  officer,  employee,
fiduciary or agent of another  company,  partnership,  joint venture,  trust, or
other enterprise (an "Indemnifiable  Party"),  if his or her conduct was in good
faith, he or she reasonably  believed that his or conduct was in, or not opposed
to, the Company's best interest, and in the case of any criminal proceeding,  he
or she had no  reasonable  cause to believe  his or her  conduct  was  unlawful.
Termination of the proceeding by judgment, order, settlement, conviction or upon
a plea of nolo  contendere or its  equivalent  is not, of itself,  determinative
that the  Indemnified  Party did not meet the  standard of conduct  described in
this section.

         2. Certain Restrictions on Indemnification. Notwithstanding anything to
the contrary in this  Agreement,  the Company may not indemnify the  Indemnified
Party under Section 1, in connection with a proceeding by or in the right of the
Company  or any  affiliate  of the  Company in which the  Indemnified  Party was
adjudged liable to the Company or the respective affiliate of the Company, or in
connection with any other proceeding charging that the Indemnified Party derived
an improper  personal  benefit,  whether or not involving action in his official
capacity,  in which proceeding he was adjudged liable on the basis he derived an
improper personal benefit, unless ordered by a court of competent jurisdiction.



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         3.  Mandatory   Indemnification.   The  Company  shall   indemnify  the
Indemnified Party if he or she is successful, on the merits or otherwise, in the
defense of any proceeding,  or the defense of any claim, issue, or matter in the
proceeding,  to  which  he or she  was a  party  because  he or she is or was an
Indemnifiable  Party,  against  reasonable  expenses  incurred  by him or her in
connection with the proceeding or claim with respect to which he or she has been
successful.

         4.  Determination.  Notwithstanding  anything  to the  contrary in this
Agreement, the Company shall not indemnify the Indemnified Party under Section 1
unless  authorized and a  determination  has been made in the specific case that
indemnification  of the  Indemnified  Party is permissible in the  circumstances
because the  Indemnified  Party has met the  applicable  standard of conduct set
forth in  Section  1.  Such  determination  shall  be made  (1) by the  Board of
Directors  by majority  vote of those  present at a meeting at which a quorum is
present, and only those directors not parties to the proceeding shall be counted
in satisfying the quorum,  (2) if a quorum cannot be attained,  by majority vote
of a committee of the Board of Directors  designated  by the Board of Directors,
which  committee  shall  consist  of two or more  directors  not  parties to the
proceeding,  except  that  directors  who  are  parties  to the  proceeding  may
participate in the  designation  of directors for the committee,  (3) by special
legal counsel  selected by the Board of Directors or its committee in the manner
prescribed  by the Act, or (4) by the  shareholders,  by a majority of the votes
entitled  to be cast by holders of  qualified  shares  (i.e.  shares  held by an
person other than the  Indemnified  Person,  family  members of the  indemnified
person,  or entities  owned or  controlled by the  Indemnified  Person) that are
present in person or by proxy at a meeting.  A majority of the votes entitled to
be cast by the holders of all qualified shares constitutes a quorum for purposes
of action that complies with this section.  Shareholders'  action that otherwise
complies  with this section is not  affected by the presence of holders,  or the
voting, of shares that are not qualified shares.

         5. General  Indemnification.  The  indemnification  and  advancement of
expenses  provided by this  Agreement  shall not be construed to be exclusive of
any other rights to which a person  seeking  indemnification  or  advancement of
expenses  may be entitled  under any Articles of  Incorporation  of the Company,
bylaw,  other  agreement,  vote of shareholders or disinterested  directors,  or
otherwise,  both as to  action  in his  official  capacity  and as to  action in
another capacity while holding such office.

         6.  Advances.  The Company  shall pay for or reimburse  the  reasonable
expenses  incurred  by the  Indemnified  Party  if he or she is made  party to a
proceeding  in  advance  of final  disposition  of the  proceeding  if:  (1) the
Indemnified Party furnishes the Company a written affirmation of his or her good
faith belief that he or she has met the applicable standard of conduct described
in Section  1, (2) the  Indemnified  Party  furnishes  to the  Company a written
undertaking, executed personally or on his behalf, to repay the advance if it is
ultimately  determined  that he or she did not meet the  standard of conduct and
(3) a  determination  is made  that the  facts  then  known  to  those  making a
determination  would not preclude  indemnification  under this  Agreement or the
Act.



<PAGE>


         7. Scope of  Indemnification.  The  indemnification  and advancement of
expenses  authorized  by this  Agreement  is  intended  to permit the Company to
indemnify the Indemnified Party to the fullest extent,  but not in excess of the
fullest  extent,  permitted by the laws of the State of Texas.  In the event the
Act is amended to expand or restrict the circumstances  under,  extent to which,
or method  by which  the  Company  may  indemnify  or  advance  expenses  to the
Indemnified  Party, this Agreement shall  automatically be deemed to comply with
and include the substance of such amendment to the Act.

         8.  No New  Employment  Rights.  This  Agreement  does  not  create  in
Indemnified  Person any right with respect to  continuation  of service,  and it
shall  not be  deemed  to  interfere  in any way  with  the  Company's  right to
terminate, or otherwise modify, Indemnified Person's service at any time.

         9.  Titles  and  Captions.  All  Section  titles and  captions  in this
Agreement are for convenience or reference only, and shall not be deemed part of
this  Agreement,  and in no way define,  limit,  extend or describe the scope or
intent of any provision hereof.

         10.  Applicable  Law. This  Agreement  shall be construed in accordance
              ---------------
with and shall be governed by the laws of the State of Texas.

         11. Assignment/Binding  Effect. The Indemnified Person may not transfer
or assign,  by operation of law or otherwise,  this Agreement or any interest in
this  Agreement.  This  Agreement  shall be binding  upon and shall inure to the
benefit of the Company, its successors and assigns.

         12. No Waiver of Breach.  No waiver by either  party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or
provision of the Agreement to be performed by such other party shall be deemed a
waiver of similar or  dissimilar  provisions or conditions at the same or at any
prior or subsequent time.

         13.  Termination.  This Agreement may be terminated by the  Indemnified
Person and the Company by mutual written  agreement at any time.  This Agreement
shall only apply to the Indemnified Person's acts or omissions while functioning
as an  Indemnifiable  Person,  and  this  Agreement  shall  terminate  upon  the
termination of the  Indemnified  Person's  service as an  Indemnifiable  Person;
provided,  however,  the  rights  and  obligations  of the  parties  under  this
Agreement  shall continue to apply with respect to all periods prior to the date
the Indemnified Persons cease to be an Indemnifiable Person.

         14.  Severability.  In the  event  any  condition,  covenant  or  other
provision  herein  contained  is held to be  invalid  or  void by any  court  of
competent jurisdiction, the same shall be deemed severable from the remainder of
this Agreement and shall in no way affect any other covenant or condition herein
contained.  If such  condition,  covenant  or other  provision  shall be  deemed
invalid due to its scope or breadth, such provision shall be deemed valid to the
extent of the scope or breadth permitted by law.

         15.  Definitions.  The  following  words used herein  shall have the
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same  meaning as set forth in Section 16-10a-901 of the Act: (a) "liability,"
(b) "proceeding," (c) "director," and (d) "officer."

         16.  Amendment.  This  Agreement  may be  amended  only  by a  writing
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signed  by  the  Company  and  the Indemnified Person.



<PAGE>


         IN  WITNESS  WHEREOF,  the  Company  and the  Indemnified  Person  have
executed this Agreement as of the day and year first set forth above.

"COMPANY"

CarPartsOnSale.com, Inc.
a Delaware corporation


BY:_________________________________
NAME:______________________________
TITLE:______________________________




"INDEMNIFIED PERSON"


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