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.

         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.

<PAGE>


         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 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 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"


------------------------------------