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
                  SECURITIES 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
                  SECURITY 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 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

<PAGE>

                  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 CONDITIONS
                  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 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

<PAGE>


         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 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.

<PAGE>


         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