LOCK-IN AGREEMENT BETWEEN CARPARTSONSALE.COM, INC.
                                  AND PROMOTERS


         I. This Promotional Shares Lock-In Agreement  ("Agreement"),  which was
entered   into  on  the   29th   day  of   September,   2000   by  and   between
CarPartsOnSale.com,  Inc.  ("Issuer"),  whose  principal  place of  business  is
located at 580 Aviator  Drive,  Ft.  Worth,  Texas  76179,  and Scott E. Hudson,
Stephen Newmark, Curt Scot and Mike Davis ("Security Holders") witnesses that:

                  A.       The Issuer has filed an application with the Securi-
ties  Administrators  of the states listed in Schedule A  ("Administrators")  to
register  certain of its Equity  Securities for sale to public investors who are
residents of those states ("Registration");

                  B. The Security Holders listed on Schedule B are the owners of
the shares of common  stock or similar  securities  and/or  possess  convertible
securities,  warrants,  options  or  rights  which  may be  converted  into,  or
exercised to purchase shares of common stock or similar securities of Issuer.

                  C.       As a condition to Registration, the Issuer and Secu-
rity Holders ("Signatories") agree to be bound by the terms of this Agreement.

         II.  THEREFORE,  the  Security  Holders  agree  not  to  sell,  pledge,
hypothecate,  assign, grant any option for the sale of, or otherwise transfer or
dispose  of,  whether  or  not  for   consideration,   directly  or  indirectly,
PROMOTIONAL  SHARES as defined in the North American  Securities  Administrators
Association  ("NASAA") Statement of Policy on Corporate  Securities  Definitions
and   all   certificates    representing   stock   dividends,    stock   splits,
recapitalizations,  and the like,  that are  granted  to, or  received  by,  the
Security  Holders  while the  PROMOTIONAL  SHARES are subject to this  Agreement
("Restricted Securities").

                  Beginning  one year  from the  completion  date of the  public
offering,  two and one-half percent (2 1/2%) of the Restricted Securities may be
released  each  quarter  pro rata  among the  Security  Holders.  All  remaining
Restricted  Securities  shall be released from escrow on the  anniversary of the
second year from the completion date of the public offering.

         III.     THEREFORE, the Signatories agree and will cause the following:

         A.       In  the   event  of  a   dissolution,   liquidation,   merger,
                  consolidation,   reorganization,   sale  or  exchange  of  the
                  Issuer's  assets  or  securities  (including  by way of tender
                  offer),  or any other  transaction or proceeding with a person
                  who is not a Promoter,  which results in the  distribution  of
                  the Issuer's assets or securities ("Distribution"), while this
                  Agreement remains in effect that::

                  1.       All holders of the Issuer's EQUITY SECURITIES will
                           initially share


<PAGE>



                                       33

                  on a pro  rata,  per  share  basis  in  the  Distribution,  in
                  proportion to the amount of cash or other  consideration  that
                  they paid per share for their EQUITY SECURITIES (provided that
                  the   Administrator  has  accepted  the  value  of  the  other
                  consideration),  until  the  shareholders  who  purchased  the
                  Issuer's  EQUITY  SECURITIES  pursuant to the public  offering
                  ("Public Shareholders") have received, or have had irrevocably
                  set  aside for them,  an amount  that is equal to one  hundred
                  percent (100%) of the public  offering's price per share times
                  the number of shares of EQUITY  SECURITIES that they purchased
                  pursuant to the public  offering  and which they still hold at
                  the time of the Distribution, adjusted for stock splits, stock
                  dividends, recapitalizations and the like; and

                  2.  All  holders  of  the  Issuer's  EQUITY  SECURITIES  shall
                  thereafter  participate on an equal, per share basis times the
                  number of shares of EQUITY SECURITIES they hold at the time of
                  the Distribution, adjusted for stock splits, stock dividends,
                  recapitalization and the like.

                  3.       The Distribution may proceed on lesser terms and con-
                  ditions than the terms and conditions stated in paragraphs 1
                  and 2 above if a majority of the EQUITY  SECURITIES  that  are
                  not  held by  Security  Holders, officers,  directors,  or
                  Promoters  of the Issuer,  or their associates  or  affiliates
                  vote,  or  consent  by  consent procedure, to approve the
                  lesser terms and conditions.

         B.       In  the   event  of  a   dissolution,   liquidation,   merger,
                  consolidation,  reorgani-  zation,  sale  or  exchange  of the
                  Issuer's  assets  or  securities  (including  by way of tender
                  offer),  or any other  transaction or proceeding with a person
                  who is a Promoter,  which results in a Distribution while this
                  Agreement remains in effect,  the Restricted  Securities shall
                  remain subject to the terms of this Agreement.

         C.       Restricted Securities may be transferred by will, the laws of
                  descent and distribution, the operation of law, or by order of
                  any court of competent jurisdiction and proper venue.

         D.       Restricted  Securities  of a deceased  Security  Holder may be
                  hypothecated  to pay the  expenses  of the  deceased  Security
                  Holder's estate. The hypothecated  Restricted Securities shall
                  remain  subject  to the  terms of this  Agreement.  Restricted
                  Securities may not be pledged to secure any other debt.

         E.       Restricted  Securities  may  be  transferred  by  gift  to the
                  Security Holder's family members, provided that the Restricted
                  Securities shall remain


<PAGE>


                  subject to the terms of this Agreement.

         F.       With the  exception of  paragraph  A.3 above,  the  Restricted
                  Securities shall have the same voting rights as similar EQUITY
                  SECURITIES not subject to this Agreement.

         G.       A notice shall be placed on the face of each stock certificate
                  of the  Restricted  Securities  covered  by the  terms  of the
                  Agreement  stating that the transfer of the stock evidenced by
                  the   certificate   is  restricted  in  accordance   with  the
                  conditions  set forth on the reverse side of the  certificate;
                  and

         H.       A typed  legend  shall be placed on the  reverse  side of each
                  stock  certificate of the Restricted  Securities  representing
                  stock covered by this Agreement  which states that the sale or
                  transfer of the shares evidenced by the certificate is subject
                  to certain  restrictions  until  _____________(insert  date of
                  termination of the Agreement) pursuant to an agreement between
                  the Security Holder (whether  beneficial or of record) and the
                  Issuer,  which  agreement  is on file with the  Issuer and the
                  stock  transfer  agent  from  which a copy is  available  upon
                  request and without charge.

         I.       The term of this  Agreement  shall  begin on the date that the
                  Registration  is  declared  effective  by  the  Administrators
                  ("Effective Date") and shall terminate:

                  1.       on  the  anniversary  of the  second  year  from  the
                           completion of the public offering; or

                  2.       on the date the  Registration  has been terminated if
                           no securities were sold pursuant thereto; or

                  3,       if the  Registration  has been  terminated,  the date
                           that checks  representing  all of the gross  proceeds
                           that were  derived  therefrom  and  addressed  to the
                           public  investors have been placed in the U.S. Postal
                           Service with first class postage affixed; or

                  4.       All holders of the Issuer's EQUITY  SECURITIES  shall
                           thereafter  participate on an equal,  per share basis
                           times the number of shares of EQUITY  SECURITIES they
                           hold,at the time of the  Distribution,  adjusted  for
                           stock splits,  stock dividends,  recapitalization and
                           the like.

         J.       This  Agreement to be modified only with the written  approval
                  of the Administrators.

         IV.      THEREFORE, the Issuer will cause the following:

         A.       A  manually  signed  copy  of  the  Agreement  signed  by  the
                  Signatories


<PAGE>


                  to be filed with the Administrators prior to the Effective
                  Date;

         B.       Copies  of the  Agreement  and a  statement  of the per  share
                  initial  public  offering price to be provided to the Issuer's
                  stock transfer agent;

         C.       Appropriate  stock  transfer  orders  to be  placed  with  the
                  Issuer's  stock transfer agent against the sale or transfer of
                  the shares covered by the Agreement  prior to its  expiration,
                  except as may otherwise be provided in this Agreement;

         D.       The  above  stock  restriction  legends  to be  placed  on the
                  periodic  statement  sent  to  the  registered  owner  if  the
                  securities   subject  to  this  Agreement  are  uncertificated
                  securities.

         Pursuant to the  requirements of this Agreement,  the Signatories  have
entered into this Agreement,  which may be written in multiple  counterparts and
each of which shall be considered an original.  The Signatories  have signed the
Agreement in the capacities, and on the dates, indicated.

         IN WITNESS WHEREOF, the Signatories have executed this Agreement.

         CARPARTSONSALE.COM, INC.                    DATE SIGNED

         By /s/ Scott E. Hudson                      September 29, 2000
           -------------------------                 -------------------
              Scott E. Hudson, President

           /s/ Scott E. Hudson                       September 29, 2000
         ---------------------------                 ------------------
              Scott E. Hudson

          /s/ Steve Newmark                          October 2, 2000
         -------------------------                   -----------------
              Stephen Newmark

         /s/ Curt Scott                              October 5, 2000
         ---------------------------                 ---------------
              Curt Scott

         /s/ Mike Davis                              October 3, 2000
         --------------------------                  ---------------
              Mike Davis




<PAGE>


                                   SCHEDULE A

                                 List of States

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware,
D.C.,  Florida,  Georgia,  Hawaii,  Idaho,  Illinois,   Indiana,  Iowa,  Kansas,
Kentucky,  Louisiana,  Maine,  Maryland,  Massachusetts,   Michigan,  Minnesota,
Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
Mexico, North Dakota, New Mexico, Ohio, Oklahoma,  Oregon,  Pennsylvania,  Rhode
Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia,
Washington, West Virginia, Wisconsin, Wyoming, New York









































<PAGE>


                                   SCHEDULE B

                            List of Security Holders


Name                                        Number of shares subject to lock-in

Scott E. Hudson                                      5,050,828

Stephen Newmark                                      5,989,706

Curt Scott                                           2,917,588

Mike Davis                                           2,145,000