EXHIBIT 10.1
                                     [FORM OF]
                               DEMAND PROMISSORY NOTE

$                                Memphis, Tennessee
---------------                  ----------------------       ----------------
Amount                               City, State                         Date


      FOR VALUE RECEIVED, the Undersigned acknowledges that he is indebted to
the Lender in the amount stated herein and promises to pay on demand to the
order of AUTOZONE, INC., a Nevada corporation, with its principal place of
business at 123 South Front Street, Memphis, Tennessee (the "Lender"), the
principal sum of ______________________ ($_____________) together with interest
thereon from the date hereof to maturity at an annual interest rate of 6%,
compounded annually.

      Said principal sum is due on demand, and in the absence of any demand is
due five years from the date hereof. All installments, prepayments, and other
payments of principal and interest are payable to Lender at 123 South Front
Street, Memphis, Tennessee 38103, or at such other place as the Lender or
holder may hereafter and from time to time designate in writing. Should the
Undersigned cease to be employed by Lender prior to this Note being paid in
full, the Undersigned hereby authorizes Lender to apply any and all amounts of
his final payroll check, or any other amounts owed by Lender to Undersigned or
held by Lender for the benefit of the Undersigned, including, but not limited
to, stock options, to be applied to this indebtedness.

      This Note may be prepaid, in whole or in part, without penalty at
anytime. At maturity, or upon demand or default or failure to pay any
installment of principal and interest required herein, the entire balance shall
be immediately due and payable. Any remedy of Lender or holder upon default of
the Undersigned shall be cumulative and not exclusive and choice of remedy
shall be at the sole election of Lender or holder. The Undersigned agrees to
pay all costs of collection, including reasonable attorney's fees, whether or
not any suit, civil action, or other proceeding at law or in equity, is
commenced. The Undersigned waives demand, presentment for payment, protest and
notice of protest and nonpayment of this Note and expressly agrees to remain
bound for the payment of principal, interest and other sums provided for by the
terms of this Note, notwithstanding any extension or extensions of the time of,
or for the payment of, said principal. No delay or omission on the part of the
Lender or holder in exercising any rights shall operate as a waiver of such
right. This Note shall be governed by the laws of the State of Tennessee, and
each party hereto agrees to venue and jurisdiction in the federal and state
courts located in Shelby County, Tennessee.


Executed on_______________.


                                          UNDERSIGNED:

                                          _____________________________________
                                          Printed Name:

                                          _____________________________________
                                          Social Security Number

WITNESS:

______________________________
Printed Name

______________________________
Signature


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Schedule to Form of Demand Promissory Note

The following directors and executive officers have executed the Demand
Promissory Note in the amounts and on the dates indicated below:

NAME                           DATE              AMOUNT
Johnston C. Adams, Jr.      1/27/2000            $136,500.00
Johnston C. Adams, Jr.      1/7/2000             $148,062.50
William C. Rhodes, III      10/25/1999           $174,473.44
N. Gerry House              12/30/1999            $62.500.00