AUTOMOTIVE ONE PARTS STORES INC, SB-2, 1997-05-15

AUTOMOTIVE ONE PARTS STORES INC
SB-2, 1997-05-15

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY , 1997

REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------

FORM SB-2
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
---------------------

AUTOMOTIVE ONE PARTS STORES, INC.
(Name of Small Business Issuer in Its Charter)

<TABLE>
<S> <C> <C>
FLORIDA 5013 59-1867299
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>

701 WEST CHURCH STREET
ORLANDO, FLORIDA 32802
(407) 422-1110
(Address and Telephone Number of Principal Executive Offices
and Principal Place of Business)
ROBERT H. GENTRY, III
PRESIDENT
AUTOMOTIVE ONE PARTS STORES, INC.
701 WEST CHURCH STREET
ORLANDO, FLORIDA 32802
(407) 422-1110
(Name, Address and Telephone Number of Agent for Service)
COPIES TO:

<TABLE>
<C> <C>
RANDOLPH H. FIELDS, ESQ. ROBERT E. ALTENBACH, ESQ.
GREENBERG TRAURIG HOFFMAN LIPOFF ROSEN & JOHNSON & MONTGOMERY
QUENTEL, P.A. ONE BUCKHEAD PLAZA
111 NORTH ORANGE AVENUE, SUITE 2050 3060 PEACHTREE ROAD, N.W.
ORLANDO, FLORIDA 32801 SUITE 400
TELEPHONE: (407) 420-1000 ATLANTA, GEORGIA 30305
TELECOPIER: (407) 420-5909 TELEPHONE: (404) 262-1000
TELECOPIER: (404) 262-1222
</TABLE>

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as practicable
after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
---------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
================================================================================================================
TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, $.01 par value(2)................. $31,340,400 $9,500
- ----------------------------------------------------------------------------------------------------------------
Redeemable Common Stock Purchase
Warrants(3)(4)................................ $ 267,566 $ 82
- ----------------------------------------------------------------------------------------------------------------
Total...................................... $31,607,966 $9,582
================================================================================================================
</TABLE>

(1) Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457 (o) under the Securities Act of
1933, as amended.
(2) Includes (i) 1,640,000 shares of Common Stock offered hereby, (ii) 1,640,000
shares of Common Stock issuable upon exercise of the Redeemable Common Stock
Purchase Warrants (the "Warrants") offered hereby, (iii) 246,000 shares of
Common Stock subject to the Underwriters' over-allotment option, (iv)
246,000 shares of Common Stock issuable upon exercise of Warrants subject to
Underwriters' over-allotment option, (v) 164,000 shares of Common Stock
issuable upon exercise of Underwriters' Warrants and (vi) 164,000 shares of
Common Stock underlying the Warrants issuable upon exercise of Underwriters'
Warrants.
(3) Includes (i) 1,640,000 Warrants offered hereby, (ii) 246,000 Warrants
subject to the Underwriters' over-allotment option and (iii) 164,000
Warrants subject to the Underwriters' Warrants.
(4) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such indeterminable additional shares of Common Stock
as may become issuable as a result of any future anti-dilution adjustment in
accordance with the terms of the Warrants.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED MAY 15, 1997
PROSPECTUS

AUTOMOTIVE ONE PARTS STORES, INC.

1,640,000 SHARES OF COMMON STOCK AND
1,640,000 REDEEMABLE COMMON STOCK PURCHASE WARRANTS

Automotive One Parts Stores, Inc., a Florida corporation (the "Company"),
hereby offers (the "Offering") 1,640,000 shares of common stock, $.01 par value
(the "Common Stock"), of the Company and 1,640,000 Redeemable Common Stock
Purchase Warrants (the "Warrants"). The Common Stock and the Warrants offered
hereby (sometimes hereinafter collectively referred to as the "Securities") will
be separately tradable immediately upon issuance and may be purchased
separately. Investors will not be required to purchase shares of Common Stock
and Warrants together or in any particular ratio. Each Warrant entitles the
holder to purchase one share of Common Stock at a price of $9.00 per share
(assuming an initial Offering price of $6.00 per share) (the "Exercise Price"),
subject to adjustment, commencing one year after the date of this Prospectus
(the "Effective Date") until the close of business on the fifth year after the
Effective Date. The Warrants are each redeemable by the Company for $.125 per
Warrant at any time after one year from the Effective Date, upon thirty days'
prior written notice to the Warrant holders, provided the closing price of the
Common Stock exceeds $10.50 per share for a period of twenty consecutive trading
days ending on the third day prior to the date of the Company's redemption
notice. See "Description of Securities."

Prior to this Offering, there has been no public market for the Company's
Common Stock or Warrants, and there can be no assurance that such a public
market will develop or be sustained after the completion of the Offering. The
Company will submit an application for the listing of the Common Stock and
Warrants on the NASDAQ SmallCap Market ("NASDAQ") under the symbols [AONE] and
[AONEW], respectively, and on the Boston Stock Exchange ("BSE") under the
symbols [AOC] and [AOW], respectively. It is currently anticipated that the
initial offering price of the Common Stock will be between $5 and $7 per share
and the initial public offering price of the Warrants will be $.125 per Warrant.
For discussion of the factors considered in determining the offering prices of
the Common Stock and Warrants, see "Underwriting."
------------------

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF
RISK AND IMMEDIATE SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE AND
SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE
INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED
UNDER THE CAPTION "RISK FACTORS" WHICH APPEAR BEGINNING ON PAGE OF THIS
PROSPECTUS. SEE ALSO "DILUTION."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
=======================================================================================================================
UNDERWRITING
PRICE DISCOUNTS AND PROCEEDS
TO PUBLIC COMMISSIONS(1) TO COMPANY(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share of Common Stock...................... $ $ $
Per Warrant.................................... $ $ $
Total(3)....................................... $ $ $
=======================================================================================================================
</TABLE>

(1) In addition, the Company has agreed to pay the Underwriters in the form of:
(i) a non-accountable expense allowance equal to 3% of the gross proceeds of
this Offering, of which $27,500 has been paid, and (ii) an option to
purchase 164,000 shares of Common Stock and 164,000 Warrants at 155% of the
initial public Offering price (the "Underwriters' Warrants), exercisable for
a period of four years, commencing one year after the Effective Date. The
Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended. See "Underwriting."
(2) Before deducting expenses, estimated at $696,000, payable by the Company,
including the Underwriters' non-accountable expense allowance.
(3) The Company has granted the Underwriters an option, exercisable within 45
days from the date of this Prospectus, to purchase up to 246,000 additional
shares of Common Stock and/or 246,000 Warrants on the same terms and
conditions as set forth above, solely for the purpose of covering
over-allotments. If such option is exercised in full, the Price to Public,
Underwriting Discounts and Commissions and Proceeds to the Company will be a
total of $ , $ and $ , respectively.

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

The Securities offered by this Prospectus are being offered by the
Underwriters on a "firm commitment" basis subject to prior sale, when, as and if
accepted by the Underwriters, approval of certain legal matters by counsel for
the Underwriters and certain other conditions. The Underwriters reserve the
right to withdraw, cancel or modify such offer without notice and reject any
order in whole or in part. It is expected that delivery of the certificates
representing the Securities will be made in Atlanta, Georgia on or about
, 1997.

ARGENT SECURITIES, INC.

THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE> 3

(continued from cover page)

In addition to the 1,640,000 shares of Common Stock and 1,640,000 Warrants
to be sold under this Prospectus, the Company has concurrently registered
1,640,000 shares of Common Stock issuable upon exercise of the Warrants; and
164,000 shares of Common Stock issuable upon exercise of the Underwriters'
Warrants (the "Additional Registered Securities").

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OR
WARRANTS OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK AND
WARRANTS OFFERED HEREBY, INCLUDING PURCHASES OF THE COMMON STOCK OR WARRANTS TO
STABILIZE ITS MARKET PRICE, PURCHASES OF THE COMMON STOCK OR WARRANTS TO COVER
SOME OR ALL OF A SHORT POSITION IN THE COMMON STOCK OR WARRANTS MAINTAINED BY
THE UNDERWRITERS AND THE IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

2
<PAGE> 4

PROSPECTUS SUMMARY

The following is a summary of certain information (including financial
statements and notes thereto) contained in this Prospectus and is qualified in
its entirety by the more detailed information appearing elsewhere herein. Unless
otherwise specified, all references herein reflect a 23,600 for one split of the
Company's Common Stock which will be effected for shareholders of record
immediately prior to consummation of this Offering. Further, unless otherwise
indicated, the information in this Prospectus assumes that the Underwriters'
over-allotment option is not exercised. Each prospective investor is urged to
read this Prospectus in its entirety.

THE COMPANY

Automotive One Parts Stores, Inc. (the "Company" or "Automotive One") was
incorporated in Florida in November 1978. The Company is a specialty supplier
and retailer of automotive replacement parts, tools, supplies, equipment and
accessories ("Automotive Products") to both professional mechanics and service
technicians ("Professional Installers") and "do-it-yourself" ("DIY") customers.
The Company operates 15 auto parts stores, 1 machine shop, 1 speed shop and 1
warehouse facility in Central Florida, all of which are located in or within one
hour's drive of Orlando, Florida. All of the auto parts stores are traditional
stores selling both to Professional Installers and DIY customers. The Company
also maintains approximately 100 vehicles which guarantee the delivery of parts
to Professional Installers within 30 minutes. Stores carry an extensive product
line of brakes, belts, hoses, filters, cooling system parts, tuneup parts, shock
absorbers, gaskets, batteries, bearings, engine parts, remanufactured
alternators and starters, chassis parts and exhaust systems, and other hard
parts ("Hard Parts"). In addition, the Company also carries: (i) maintenance
items, such as oil, antifreeze, fluids, engine additives and appearance
products; (ii) accessories such as floor mats and seat covers; (iii) automotive
tools; and (iv) professional service equipment. For the year ended December 31,
1996, approximately 95% of the Company's sales was derived from Hard Parts, and
5% from other merchandise. Approximately 75% of the Company's product sales was
derived from Professional Installers and the remaining 25% from DIY customers
during 1996.

The Company maintains its principal executive offices at 701 W. Church
Street, Orlando, Florida 32802; telephone (407) 422-1110. The Company was
organized under the laws of the State of Florida in November 1978 succeeding to
a sole proprietorship which commenced operations in Kentucky in 1934.

OPERATING STRATEGIES

Accumulation of Market Share. By serving both the Professional Installer
and DIY markets through its store network, the Company believes it is able to:
(i) reach most consumers of Automotive Products within its market; (ii) offer a
broader selection of stock keeping units ("SKU's"); and (iii) provide responsive
customer service with its technically trained sales personnel and in-house
delivery force.

Inventory Management and Distribution System. The Company buys
approximately 75% of its merchandise from A.P.S., Inc. ("APS"), a national
distributor of automotive replacement parts headquartered in Houston, Texas. APS
carries over 160,000 SKU's and distributes its products through approximately
200 suppliers. The Company's stores have next day access to these products.

The Company also owns and operates its own 20,000 square foot warehouse
facility. This facility is used to inventory certain items which the Company
purchases directly from manufacturers. Thus, the Company is able to price such
parts competitively within the market. The warehouse provides all the Company's
stores with same-day delivery service.

Customer Service. The Company believes that each Company store attracts
new customers and retains existing customers by conducting a variety of
advertising and promotional programs and by offering: (i) in store service
through technically trained sales personnel, (ii) call-in-delivery service
available to all wholesale customers, (iii) an extensive selection of SKU's
stocked in each store, (iv) same day or next day delivery of Automotive
Products, (v) attractive stores in convenient locations, (vi) full-time sales
personnel,
3
<PAGE> 5

(vii) competitive pricing, and (viii) a counter in each store specifically
designated for wholesale customers to provide quick service. The Company's
commitment to service excellence has provided the foundation of a strong
relationship with both the Professional Installer and DIY segments of the
aftermarket automotive parts industry. The Company believes that while pricing
is essential in the highly competitive environment of the automotive aftermarket
business, ultimately it is customer satisfaction (whether the customer is a
Professional Installer or a DIY) through customer service that will generate
increased sales and profitability.

Development of Repeat Customers. The Company is committed to developing
repeat customers through (i) trained and experienced sales personnel who provide
customer service, (ii) a high concentration of convenient and accessible
neighborhood locations, (iii) prompt delivery service to wholesale customers
through approximately 100 vehicles and (iv) a broad selection of brand name and
other high quality products with an emphasis on replacement Hard Parts.

GROWTH STRATEGIES

Repayment of Debt. The Company has experienced recent losses due to
increased debt and an inability to take advantage of available vendor discount
programs due to cash constraints. The Company's growth strategy involves
repayment of debt from the Offering proceeds, restructuring the Company's
internal accounting system, consolidating certain stores in the Orlando market,
and acquiring additional auto parts businesses in Florida and other areas in the
Southeastern United States.

The Company will be repaying approximately $5.5 million in debt and accrued
and unpaid interest currently owed to APS. As a result of the debt repayment,
the Company will no longer be accruing approximately $550,000 per year in
interest payments on the APS obligations. Further, the Company will be able to
take advantage of discounts offered by APS and other vendors for early payments
of invoices.

Consolidation of Overlapping Stores. The Company has 15 stores located in
the Orlando market. The Company plans on consolidating four of its stores with
overlapping geographic markets into two stores. The Company expects to retain
the same market share in those areas but at a reduced overhead cost.

New Store Openings. Due to the recent trend of consolidation in the
aftermarket automotive parts industry at the expense of smaller independent
operators and less specialized mass merchandisers, the Company anticipates its
future growth will occur primarily as a result of acquisitions of single and
multiple store operations. The Company will concentrate its efforts on acquiring
stores in other Florida locations and in markets in the Southeastern United
States. The Company's strategy for its new store openings is to focus on
expanding into population pockets of 75,000 to 100,000 in metropolitan
statistical areas of 1,000,000 or more population.

Continuing Improvement of Merchandising. The Company stocks a broad line
of nationally recognized products for domestic and imported vehicles. The
Company constantly seeks to improve its merchandising concepts, primarily by
broadening product selection and emphasizing the sale of replacement Hard Parts.
The Company plans on updating certain stores to improve merchandise presentation
and in-stock positions.

THE OFFERING

Securities Offered......... 1,640,000 shares of Common Stock, $.01 par value.

1,640,000 Warrants. Each Warrant entitles the
holder, for $9.00, (assuming an initial offering
price of $6.00 per share) to purchase one share of
Common Stock for a period of four years commencing
one year after the date of this Prospectus (the
"Effective Date"). The Warrants are each redeemable
by the Company for $.125 per Warrant at any time
after one year from the Effective Date, upon thirty
days' prior written notice to the Warrant holders,
provided the average closing price of the Common
Stock exceeds $10.50 per share for a period of
twenty consecutive trading days ending on the third
day prior to the date of the
4
<PAGE> 6

Company's redemption notice. See "Description of
Securities -- Warrants."

Securities Outstanding
Prior to the Offering...... 2,360,000 shares of Common Stock(1)

Securities Outstanding
Subsequent to the
Offering(2).............. 4,000,000 shares of Common Stock(1)
1,640,000 Warrants(1)

Estimated Net
Proceeds(3)................ $8,344,500

Use of Proceeds by
Company.................... The Company intends to use the net proceeds of this
Offering for repaying loans from APS and certain
other loans (including loans from certain
principals of the Company in the approximate
aggregate amount of $595,000), working capital and
general corporate purposes. See "Use of Proceeds."

Risk Factors............... Investment in the Securities offered hereby are
speculative and involve a high degree of risk and
immediate substantial dilution. See "Risk Factors"
and "Dilution."

Proposed NASDAQ SmallCap
Market Symbols(4)........ Common Stock -- [AONE]
Warrants -- [AONEW]

Proposed BSE Symbols(4).... Common Stock -- [AOC]
Warrants -- [AOW]
- ---------------

(1) Does not include (i) 500,000 shares of Common Stock reserved for future
issuance under the Company's 1997 Stock Option Plan, (ii) 164,000 shares of
Common Stock reserved for issuance upon exercise of the Underwriters'
Warrants, (iii) 164,000 shares of Common Stock reserved for issuance upon
exercise of Warrants issuable upon exercise of the Underwriters' Warrants,
and (iv) 142,000 shares of Common Stock reserved for issuance upon exercise
of outstanding non-public warrants. See "Management -- Consulting
Agreements" and "-- Stock Option Plan."
(2) Does not include 246,000 additional shares of Common Stock or 246,000
Warrants issuable upon exercise of the Underwriters' over-allotment option.
See "Underwriting."
(3) After deducting expenses of this Offering payable by the Company estimated
at $1,700,500 (inclusive of commissions and underwriting discounts and
assuming no exercise of the Underwriters' over-allotment option, and
assuming an initial offering price of $6.00 per share).
(4) Although the Company will apply for listing the Securities for quotation on
the NASDAQ SmallCap Market and the Boston Stock Exchange, there can be no
assurance that the Company's securities will be accepted for listing or that
if listed it will be able to continue to meet the requirements for continued
quotation, or that a public trading market will develop or that if such
market develops, it will be sustained. See "Risk Factors -- Lack of Prior
Market for Securities, "-- Possible Delisting of Securities; NASDAQ SmallCap
Market," "-- Penny Stock Regulation."
5
<PAGE> 7

SUMMARY FINANCIAL INFORMATION

The following financial data as of December 31, 1996 and for the years
ended December 31, 1995 and 1996 has been derived from the financial statements
of the Company which have been audited by Grant Thornton LLP, independent
certified public accountants, whose report (which includes an explanatory
paragraph for a going concern uncertainty) on the Balance Sheet as of December
31, 1996 and the related Statements of Operations, Shareholders' Equity and Cash
Flows for each of the two years in the period ended December 31, 1996, is
included elsewhere herein. The summary financial information should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and with the Financial Statements (including the
Notes thereto) presented elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
----------------------------
ACTUAL AS ADJUSTED(1)
----------- --------------
<S> <C> <C>
SUMMARY BALANCE SHEET DATA
Working capital (deficiency)................................ $(1,847,194) $ 6,497,306
Total assets................................................ 9,951,469 13,068,823
Total liabilities........................................... 9,571,492 4,344,346
Shareholders' equity........................................ $ 379,977 $ 8,724,477
</TABLE>

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------
1995 1996
----------- -----------
<S> <C> <C>
SUMMARY INCOME STATEMENT DATA
Net sales................................................... $11,691,338 $12,094,341
Cost of goods sold.......................................... 7,689,551 8,075,176
----------- -----------
Gross profit................................................ 4,001,787 4,019,165
Selling, general and administrative expenses................ 3,986,570 4,463,849
----------- -----------
Earnings (loss) from operations............................. 15,217 (444,684)
Rental income............................................... 165,245 191,804
Interest expense............................................ (495,174) (785,088)
----------- -----------
Net loss.................................................... $ (314,712) $(1,037,968)
=========== ===========
Pro forma information(2)
Historical net loss....................................... $ (314,712) $(1,037,968)
Income tax expense (benefit).............................. -- --
----------- -----------
Pro forma net loss........................................ $ (314,712) $(1,037,968)
=========== ===========
Pro forma net loss per common share(3)(4)................. $ (0.13) $ (0.44)
=========== ===========
Weighted average common shares outstanding(3)............. 2,360,000 2,360,000
=========== ===========
</TABLE>

- ---------------
(1) Adjusted to give effect to the sale of 1,640,000 shares of Common Stock and
1,640,000 Warrants at the assumed public offering prices of $6.00 per share
and $.125 per Warrant, less underwriting discounts and commissions and
estimated Offering expenses payable by the Company, and the application of
net proceeds therefrom. (See "Use of Proceeds"). No effect has been given to
the exercise of the (i) Warrants, (ii) the Underwriters' over-allotment
option, (iii) the Underwriters' Warrants, or (iv) other outstanding
warrants.
(2) Prior to this Offering, the Company was taxed as an S corporation. The pro
forma net loss for the years ended December 31, 1995 and 1996 reflects
historical data as adjusted for all income being taxed as a C corporation.
See Note I of the Notes to Financial Statements.
(3) Adjusted to give effect to 23,600-for-one stock split to be effected
immediately prior to consummation of this Offering.
(4) Supplemental pro forma earnings per common share for 1996 giving effect to
the reduction of outstanding indebtedness of approximately $5.5 million from
the use of a portion of the Offering's proceeds and the increased number of
shares, is $.15 per common share (assuming 3,295,590 weighted average common
shares outstanding).
6
<PAGE> 8

RISK FACTORS

The Securities offered hereby are speculative and involve a high degree of
risk and substantial dilution and should only be purchased by investors who can
afford to lose their entire investment. Prospective investors, prior to making
an investment, should carefully consider the following risks and speculative
factors, as well as other information set forth elsewhere in this Prospectus,
associated with this Offering, including the information contained in the
Financial Statements herein.

Recent Losses; Going Concern. The Company had net losses of $314,712 and
$1,037,968 for the years ended December 31, 1995 and 1996, respectively and a
working capital deficiency of $1,847,194 at December 31, 1996. Furthermore, the
Company has approximately $5.5 million of outstanding indebtedness that matures
no later than July 31, 1997. These matters raise substantial doubt about the
Company's ability to continue as a going concern. The Company's independent
certified public accountants have issued its report which includes an
explanatory paragraph for a going concern uncertainty on the Company's financial
statements as of December 31, 1996 and for the year then ended. The Company's
ability to continue as a going concern and achieve positive earnings is
dependent upon the Company's successful implementation of its operating strategy
which includes (1) reducing certain debt from proceeds of this Offering; (2)
completing its search for a qualified Chief Financial Officer candidate to
oversee the financial aspects of the Company's business; (3) evaluating the
network of its store locations in order to determine the most advantageous
number and locations of its stores to effectively and efficiently serve the
central Florida market and implementing the results of such evaluation; and (4)
implementing certain cost containment programs in order to reduce the current
level of selling, general and administrative expenses. There can be no assurance
that the implementation of these plans along with management's plans to use a
portion of the proceeds from this Offering to reduce debt will result in
increased profitability in the future. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and the Financial Statements
and Notes thereto presented elsewhere in this Prospectus.

Reliance on One Supplier. The Company's business is dependent in a
material respect upon its close relationship with its principal vendor, APS, and
its ability to continue to purchase products from this vendor at favorable
prices and favorable terms, including those offered through financial incentives
such as cooperative advertising arrangements, other marketing incentive programs
and non-financial benefits such as distribution services. The Company has
entered into a product purchasing agreement with APS ending in October 2000 to
purchase a minimum average of 75% of the Company's cost of goods sold, less
certain allowable exceptions, over any given consecutive four month billing
period. A disruption of this vendor relationship, or a material change in any of
the terms of purchase, advertising, incentive or other programs, would likely
have a material adverse effect on the Company's business. During the year ended
December 31, 1996, APS supplied the Company with approximately 75% of its total
product needs, which represented at least 55.4% of the Company's cost of goods
sold, after deduction of certain allowable exceptions. See
"Business -- Purchasing" and "-- Inventory Management."

Growth through Acquisitions. The Company's growth strategy includes
pursuing acquisition opportunities. There can be no assurance that the Company
will be able to successfully identify suitable acquisition candidates, secure
financing on acceptable terms, complete acquisitions, integrate acquired
operations into existing operations or expand into new markets. There can also
be no assurance that future acquisitions will not have an adverse effect upon
the Company's operating results, particularly in the fiscal quarters immediately
following the completion of such acquisitions while the operations of the
acquired business are being integrated into the Company's operations. Once
integrated, acquired operations may not achieve levels of revenues,
profitability or productivity comparable with those achieved by the acquired
company's existing operations, or otherwise perform as expected. In addition,
the Company competes for acquisition and expansion opportunities with companies
that have substantially greater resources. See "Business -- Growth Strategy" and
"-- Competition."

Need for Additional Financing. The Company is dependent upon the proceeds
of this Offering to implement its growth strategy and to finance its working
capital requirements. To facilitate acquisitions, the Company intends to obtain
a line of credit once it reduces approximately $6.1 million of indebtedness from
the

7
<PAGE> 9

proceeds of this Offering. To the extent that the Company incurs indebtedness to
fund growth, the Company will be subject to the risks associated with incurring
additional indebtedness, including the risks that interest rates may fluctuate
and cash flow may be insufficient to pay principal and interest on any such
indebtedness. There can be no assurance that the Company will be successful in
obtaining a line of credit or, if obtained, that it will be available to the
Company on commercially reasonable terms, or that it will be sufficient for the
Company's growth. If such additional financing is not available, the Company may
have to curtail its long-range growth strategy. See "Use of Proceeds" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."

Competition. Both the Professional Installer and DIY portions of the
Company's business are highly competitive. The Company's major competitors in
the Professional Installer portion of its business include independent warehouse
distributors and parts stores, automobile dealerships and national warehouse
distributors and associations, such as National Automotive Parts Association
("NAPA"), Carquest and All Pro. Competitors in the DIY portion of the Company's
business include national and regional automotive parts chains such as AutoZone,
Western Auto and Pep Boys, independently owned parts stores, automobile
dealerships and mass or general merchandise, discount and convenience chains
that carry Automotive Products. Many of the Company's competitors are larger and
have greater financial resources than the Company. Some of the larger DIY
competitors have entered into the Professional Installer portion of the business
and this could have material adverse effect on the Company's operations. See
"Business -- Competition."

Broad Discretion in Application of Proceeds. Approximately $2.2 million
(27%) of the Offering proceeds have been allocated to working capital. In
addition, management of the Company may adjust the application and allocation of
the net proceeds of this Offering, including funds received upon exercise of the
Underwriters' overallotment option or the exercise of any Warrants, if such
adjustment is determined to be in the best interests of the Company in order to
address changed circumstances and opportunities. Furthermore, to the extent that
the Company's expenditures are less than projected, the resulting balance will
be retained and used for general working capital purposes. As a result of the
foregoing, the success of the Company will be substantially dependent upon the
judgment of the management of the Company with respect to the application and
allocation of the net proceeds hereof. Pending use of such proceeds, the net
proceeds of this Offering may be invested by the Company in interest-bearing
accounts, or invested in government obligations, certificates of deposit or
similar short-term, low-risk investments. See "Use of Proceeds."

Dependence of Key Executives. The success of the Company is dependent on
the services and efforts of its existing key management personnel. Only Robert
H. Gentry, III has an employment agreement with the Company. The loss of the
services of one or more of existing management personnel would have a material
adverse effect on the Company's business. The Company intends to obtain a
key-man life insurance policy on Robert H. Gentry, III, but will not maintain
life insurance policies covering any other officer or employee. The Company's
success and plans for future growth will depend on its ability to attract and
retain additional qualified personnel. There is no assurance that the Company
will be able to hire or retain such personnel in the future. See "Management."

Control by Management. Robert H. Gentry, III is currently the sole
director of the Company and as such has sole authority to manage the policies
and direction of the Company. The Company anticipates having in place an
expanded board of at least four additional members by the Effective Date, at
least three of whom will be independent directors. The Company has identified
Messrs. Lawrence S. Goldfarb, William H. Burns and Stanley G. Miller as director
candidates and those individuals have agreed to serve on the board once they are
elected. See "Management."

Immediate and Substantial Dilution. Upon completion of this Offering, the
pro forma net tangible book value per share of the Common Stock would be $2.18,
representing an immediate dilution of $3.82 of net tangible book value per
share, or 63.7%, to the public investors and an increase of $3.66 per share to
existing shareholders. The exercise of the Warrants will result in further
dilution to the public investors. See "Dilution."

8
<PAGE> 10

Benefits to Affiliates and Insiders from Offering Proceeds. Certain
benefits will accrue to certain shareholders and management as a result of the
Offering. Robert H. Gentry, III, the Company's principal shareholder, President
and Chief Executive Officer, advanced the Company approximately $500,000 for
working capital during 1997 and secured a loan to obtain such funds with a
mortgage on his residence. The outstanding principal balance of approximately
$500,000 plus Mr. Gentry's costs incurred in connection with the loan will be
paid from Offering proceeds. Further, to the extent that the Company applies a
portion of the net proceeds of this Offering to reduce the Company's obligations
to APS and Autoparts Finance Company, Inc. ("AFCO"), an affiliate of APS, Mr.
Gentry, and certain other family members, will be relieved of their personal
guarantees of such indebtedness. In addition, the Company is indebted to
Lawrence S. Goldfarb, a director nominee,in the approximate amount of $95,000
for advances to the Company during 1996. The Company plans to repay that
obligation from proceeds of this Offering. See "Use of Proceeds" and "Certain
Transactions."

Control by Current Shareholders. Upon consummation of this Offering,
Robert H. Gentry, III, and his sisters, Marguerite Seifert and Jennifer Rideout
will beneficially own approximately 60%, of the shares of Common Stock
outstanding. Together, they will be in a position to control the affairs of the
Company. For example, those shareholders, individually and as a group, or
together with others, including directors and executive officers of the Company,
will be able to control the outcome of shareholder votes, including votes
concerning the election of directors, the adoption of amendments to the
Company's articles of incorporation or bylaws and the approval of certain
mergers and other significant corporate transactions, including a sale of
substantially all of the Company's assets. Such control by existing shareholders
could also have the effect of delaying, deferring or preventing a change in
control of the Company. Mrs. Rideout is the wife of William Rideout, the
Company's Vice President of Purchasing and Inventory. Marguerite Seifert is
employed by the Company in its Accounts Payable and Human Resources Departments.
See "Beneficial Ownership of Principal Stockholders and Management" and
"Description of Securities."

No Dividends Anticipated. The Company does not intend to pay dividends in
the foreseeable future. Any earnings which the Company may realize in the
foreseeable future will be retained to finance the growth of the Company. See
"Dividend Policy."

No Prior Public Market; Arbitrary Determination of Offering Prices;
Possible Volatility of Securities. Prior to this Offering, there has been no
public market for the Company's Securities. Accordingly, there can be no
assurance that an active trading market will develop or, if developed, that it
will be sustained upon the completion of this Offering or that the market prices
of the Securities will not decline below the initial public offering prices. The
initial public offering prices of the Securities and the terms of the Warrants
have been arbitrarily determined by negotiations between the Company and the
Underwriters and do not necessarily bear any relationship to the Company's
assets, book value, net earnings, net sales or other established criteria of
value, and should not be considered indicative of the actual value of the
Securities. See "Underwriting." The stock market has, from time to time,
experienced extreme price and volume fluctuations, which often have been
unrelated to the operating performance of particular companies. Regulatory
developments and economic and other external factors, as well as
period-to-period fluctuations in financial assets of the Company, may have a
significant impact on market prices of the Securities.

Prior S Corporation Status and Other Tax Matters. The Company has been
treated as an S Corporation for federal (and most state) tax purposes, however,
the Company will convert to a C Corporation upon the close of this Offering.
Unlike a C Corporation, an S Corporation is generally not subject to income tax
at the corporate level. In the event that the Internal Revenue Service were to
deny such S Corporation status for periods during which the Company was treated
as an S Corporation by reason of the failure to satisfy the S Corporation
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), the
Company would be subject to income tax as a C Corporation. Any net operating
losses related to the Company's operation as an S Corporation will not be
available to offset taxable income, if any, of the Company once it converts to C
Corporation status.

Potential Adverse Effect of Redemption of Warrants. The Warrants are
subject to redemption by the Company. Redemption of the Warrants could force the
holders to exercise the Warrants and pay the exercise

9
<PAGE> 11

price at a time when it may be disadvantageous for the holders to do so, to sell
the Warrants at the current market price when they might otherwise wish to hold
the Warrants, or to accept the redemption price, which may be substantially less
than the market value of the Warrants at the time of the redemption. The holders
of the Warrants will automatically forfeit their rights to purchase the shares
of Common Stock issuable upon exercise of such Warrants unless the Warrants are
exercised before they are redeemed. The holders of Warrants will not possess any
rights as shareholders of the Company unless and until the Warrants are
exercised. See "Description of Securities -- Warrants."

Current Prospectus and State Blue Sky Registration in Connection with
Exercise of Warrants. The Company will be able to issue shares of its Common
Stock upon exercise of the Warrants only if there is a then current prospectus
relating to the Common Stock issuable upon the exercise of the Warrants under an
effective registration statement filed with the Securities and Exchange
Commission ("SEC") and only if such Common Stock is then qualified for sale or
exempt from qualification under applicable state securities laws of the
jurisdictions in which the various holders of Warrants reside. Although the
Company will use its best efforts to meet such requirements, there can be no
assurance that the Company will be able to do so. The failure of the Company to
meet such requirements may deprive the Warrants of any value and cause the
resale or other disposition of Common Stock issued upon the exercise of the
Warrants to become unlawful. See "Description of Securities -- Warrants."

Possible Adverse Impact on Market of Warrant Exercise. In the event of the
exercise of a substantial number of Warrants within a reasonably short period of
time after the right to exercise commences, the resulting increase in the amount
of Common Stock of the Company in the trading market could substantially affect
the market price of the Common Stock. See "Description of
Securities -- Warrants."

Possible Adverse Impact of Underwriters' Warrants. In connection with the
Offering, the Company will sell to the Underwriters, for nominal consideration
of $10, an Underwriters' Warrants exercisable for 164,000 shares of Common Stock
and 164,000 Warrants, exercisable per share at 155% of the initial public
offering price. The Underwriters' Warrants will be exercisable for a period of
four years, commencing one year after the date of this Prospectus. The
Underwriters' Warrants will not be redeemable by the Company. The holders of the
Underwriters' Warrants will have the opportunity to profit from a rise in the
market price of the Securities, if any, without assuming the risk of ownership.
The Company may find it more difficult to raise additional equity capital if it
should be needed for the business of the Company while the Underwriters'
Warrants are outstanding. At any time when the holders thereof might be expected
to exercise them, the Company would probably be able to obtain additional
capital on terms more favorable than those provided by the Underwriters'
Warrants.

The Underwriters have "piggy back" and demand registration rights with
respect to the Common Stock issuable upon exercise of the Underwriters' Warrants
(and the Warrants issuable thereunder). Any future exercise of these
registration rights may cause the Company to incur substantial expense and could
impair the Company's ability to raise capital through the public sale of its
securities. See "Dilution," "Shares Eligible for Future Sale" and
"Underwriting."

Underwriters' Significant Influence on the Company. The Company has
entered into an Underwriting Agreement with Argent Securities, Inc., the
Representative and managing underwriter (the "Representative") pursuant to
which, among other things, the Company has granted the Underwriters a two-year
preferential right with respect to future financing relating to the offering of
the Company's securities. The Underwriting Agreement also gives the Underwriters
the right, for a period of two years from the Effective Date, to designate two
persons for the election as directors of the Company.

Effect of Certain Charter and Bylaw Provisions; Antitakeover
Effects. Certain provisions of Florida law and the Company's Amended and
Restated Articles of Incorporation ("Articles of Incorporation") may deter or
frustrate a takeover attempt of the Company that a shareholder might consider in
his best interest. The Company is subject to the "affiliated transactions" and
"control share acquisition" provisions of the Florida Business Corporation Act.
These provisions require, subject to certain exceptions, that an "affiliated
transaction" be approved by the holders of two-thirds of the voting shares other
than those beneficially owned by an "interested shareholder" or by a majority of
disinterested directors. Voting rights must also be conferred

10
<PAGE> 12

on "control shares" acquired in specified control share acquisitions, generally
only to the extent conferred by resolution approval by the shareholders,
excluding holders of shares defined as "interested shares." The Company's
Articles of Incorporation, among other things, provide that (i) any action
required or permitted to be taken by the shareholders of the Company may be
effected only at an annual or special meeting of shareholders, and not by
written consent of the shareholders, (ii) any meeting of the shareholders may be
called only the Board of Directors or upon the written demand of the holders of
not less than 50% of the votes entitled to be cast at a special meeting, (iii)
an advance notice procedure must be followed for nomination of directors and for
other shareholder proposals to be considered at annual shareholders' meetings,
and (iv) the Company's Board of Directors, divided into three classes, each of
which serves for staggered three year periods. In addition, the Company will be
authorized to issue additional shares of Common Stock and up to five million
shares of preferred stock in one or more series, having terms fixed by the Board
of Directors without shareholder approval, including voting, dividend or
liquidation rights that could be greater than or senior to the rights of holders
of Common Stock. Issuance of additional shares of Common Stock or new shares of
Preferred Stock could also be used as an anti-takeover device. Except as set
forth herein, the Company has no current intentions or plans to issue additional
Common Stock or issue Preferred Stock. See "Description of Securities."

Possible Dilutive Effect of Options and Warrants and Adverse Effect on
Market Price. No assurance can be given as to the effect, if any, that future
sales of Common Stock, or the availability of shares of Common Stock for future
sales, will have on the market price of the Common Stock from time to time.
Sales of substantial amounts of Common Stock (including shares issued upon the
exercise of warrants or stock options), or the possibility that such sales could
occur, could adversely affect the market price of the Common Stock and could
also impair the Company's ability to raise capital through an offering of its
equity securities in the future. The Company has established a Stock Option Plan
for employees, officers, directors and consultants, and has reserved 500,000
shares of Common Stock for issuance upon exercise of stock options that will be
granted under the Plan in the future. Further, the Company has outstanding
42,000 Common Stock purchase warrants issued, which are exercisable at $.25 per
share commencing on the closing of this Offering until August 27, 2006. In
addition, upon the closing of this Offering, the Company has agreed to issue to
Agent Securities, Inc. for consulting services 100,000 Common Stock purchase
warrants exercisable at $6.00 per share for five years commencing on the
Effective Date. The issuance of any additional shares by the Company in the
future may result in a reduction of the book value or market price of the then
outstanding Common Stock. For the life of the Warrants, the non-public warrants,
and options granted in the future, the holders thereof may be given the
opportunity to profit from a rise in the market price of the Common Stock. Any
rise in the market price of the Common Stock may encourage the holders to
exercise such warrants or options, which may result in a dilution of the
interests of other shareholders. As a result, the Company may find it more
difficult to raise additional equity capital if it should be needed for the
business of the Company while such warrants and options are outstanding. See
"Description of Securities."

Shares Eligible for Future Sale; Registration Rights; Possible Adverse
Effect on Future Market Prices. Sales of a substantial number of shares of
Common Stock in the public market following this Offering could adversely affect
the market price of the Common Stock. Upon completion of this Offering, the
Company will have outstanding 4,000,000 shares of Common Stock, of which the
1,640,000 shares of Common Stock and 1,640,000 Warrants sold in this Offering
will be freely tradable. Of the remaining shares, the Company anticipates that
2,360,000 shares will be subject to an agreement with the Representative under
which such shares may not be offered, sold or otherwise disposed of for a period
of six months after the date of this Prospectus without the prior written
consent of the Representative, but will thereafter be eligible for sale pursuant
to Rule 144 of the Securities Act. In recent offerings in which it has served as
lead manager of underwriters, the Representative has consented to early releases
from lock-up agreements only in a limited number of circumstances, after
considering all circumstances that it deemed to be relevant. The Representative
will, however, have complete discretion in determining whether to consent to
early releases from the lock-up agreements delivered in connection with this
Offering, and no assurance can be given that it will not consent to the early
release of all or a portion of the shares of Common Stock covered by such
lock-up agreements. See "Description of Securities -- Registration Rights" and
"Shares Eligible for Future Sale."

11
<PAGE> 13

Possible Delisting of Securities; NASDAQ SmallCap Market. Prior to this
Offering, there has been no established trading market for the Company's
Securities and there is no assurance that a trading market for such Securities
will develop after the completion of this Offering. If a trading market does in
fact develop for the Securities offered hereby, there can be no assurance that
it will be sustained. Trading in such Securities is subject to official notice
of issuance that the Common Stock and the Warrants have been approved for
trading on the SmallCap Market of the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"). If the listing is approved, the continued
trading of the Common Stock and the Warrants on the NASDAQ SmallCap Market is
conditioned upon the Company meeting certain criteria. The National Association
of Securities Dealers ("NASD"), which administrators NASDAQ, currently requires
that, in order for a company's securities to be listed on the NASDAQ SmallCap
Market, the Company must have $4,000,000 in total assets, a $1,000,000 market
value of the public float and $2,000,000 in total capital and surplus. Further,
initial listing requires two market makers and a minimum bid price of $3.00 per
share. Continued inclusion on the NASDAQ SmallCap Market currently requires two
market makers and a minimum bid price of $1.00 per share; provided, however, if
the Company falls below the minimum bid price, it will remain eligible for
continued inclusion if the market value of the public float is at least
$1,000,000 and the Company has $2,000,000 in capital and surplus. NASDAQ has
approved rules increasing listing and maintenance criteria for the NASDAQ
SmallCap Market. If the new rules are enacted, it will be more difficult for the
Company to maintain its listing on the NASDAQ SmallCap Market. If the Company
fails to meet any of these criteria, the Common Stock and/or the Warrants could
be delisted from trading on the NASDAQ SmallCap Market, which delisting could
materially adversely affect the trading market for the Common Stock and/or the
Warrants. In such event, trading in the Securities would be conducted in the
over-the-counter market known as the NASD OTC Electronic Bulletin Board, or more
commonly referred to as "pink sheets." As a result, an investor may find it more
difficult to dispose of, or to obtain accurate quotations as to the market value
of, the Company's Common Stock. There can be no assurance that the Securities
will not be delisted. See "Underwriting."

Penny Stock Regulation. In the event the Common Stock is delisted from
trading on NASDAQ SmallCap Market and the trading price of the Common Stock is
less than $5.00 per share, trading in the Common Stock would also be subject to
the requirements of Rule 15g-9 promulgated under the Securities Exchange Act of
1934 (the "Exchange Act"). Under such rule, broker/dealers who recommend such
low-priced securities to persons other than established customers and accredited
investors must satisfy special sales practice requirements, including a
requirement that they make an individualized written suitability determination
for the purchaser and receive the purchaser's written consent prior to the
transaction. The Securities Enforcement Remedies and Penny Stock Reform Act of
1990 also require additional disclosure in connection with any trades involving
a stock defined as a "penny stock" (generally, according to recent regulations
adopted by the Securities and Exchange Commission of less than $5.00 per share,
subject to certain exceptions), including the delivery, prior to any penny stock
transaction, of a disclosure schedule explaining the penny stock market and the
risks associated therewith. Such requirements could severely limit the market
liquidity of the Common Stock and the ability of purchasers in this Offering to
sell their securities in the secondary market. There can be no assurance that
the Common Stock will not be treated as a penny stock.

Forward-Looking Statements and Associated Risk. Management believes that
this Prospectus contains forward-looking statements, including statements
regarding, among other items, the Company's future plans and growth strategies
and anticipated trends in the industry in which the Company operates. These
forward-looking statements are based largely on the Company's expectations and
are subject to a number of risks and uncertainties, many of which are beyond the
Company's control. Actual results could differ materially from these
forward-looking statements as a result of the factors described herein,
including, among others, general business or economic influences. In light of
these risks and uncertainties, there can be no assurance that the
forward-looking information contained in this Prospectus will in fact transpire
or prove to be accurate.

12
<PAGE> 14

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,640,000 shares of
Common Stock and 1,640,000 Warrants offered hereby will be approximately $8.3
million ($9.6 million if the Underwriters' over-allotment option is exercised in
full) at an assumed Offering price of $6.00 per share and $.125 per Warrant
after deducting aggregate underwriting discounts and the estimated expenses of
the Offering approximating $1,700,500 ($1,896,377 if the Underwriters'
over-allotment is exercised in full). See "Underwriting." The Company expects
such funds to be utilized approximately as follows:

<TABLE>
<CAPTION>
APPROXIMATE
APPROXIMATE PERCENTAGE OF
APPLICATION OF PROCEEDS DOLLAR AMOUNT NET PROCEEDS
- ----------------------- ------------- -------------
<S> <C> <C>
Repayment of APS/AFCO Debt(1)............................... $5,500,000 65.9%
Repayment of Debt to Related Parties(2)..................... 595,000 7.1
Working Capital(3).......................................... 2,249,500 27.0
---------- ----
Total............................................. $8,344,500 100%
========== ====
</TABLE>

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

(1) To be paid to APS and AFCO upon the closing of this Offering. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
(2) Of this amount, approximately $500,000 will be paid to Barnett Bank, N. A.,
the mortgagor of residential property owned by Robert Gentry, III, the
principal shareholder, and an officer and director of the Company. In April
1997, Mr. Gentry obtained a loan for $500,000, secured by his residence
which funds were in turn loaned to the Company by Mr. Gentry for operations.
The Company intends to repay a $95,000 obligation owed to Lawrence Goldfarb,
a director nominee. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and "Certain Transactions".
(3) To be used for implementation of the Company's growth strategy,
refurbishment of several stores, the hiring of a Chief Financial Officer,
and general corporate purposes. The Company also intends to renegotiate
interest rates on outstanding indebtedness due to various holders of
mortgages against the Company's properties. Such amounts total $500,000 and
bear interest at rates currently ranging from 10.0% to 12.9% per annum. To
the extent the Company is unsuccessful in its renegotiations, it will repay
such indebtedness.

The foregoing represents the Company's current estimate of the allocation
of the net proceeds of the Offering based upon certain assumptions relating to
the costs associated with the Company's business operations. The Company
believes that the net proceeds of this Offering will satisfy the Company's
capital requirements for at least twelve months.

Prior to expenditures, the net proceeds of this Offering will be invested
principally in high grade short-term interest-bearing investments. Any proceeds
received upon exercise of the over-allotment option or any of the Company's
Warrants will be used for working capital.

13
<PAGE> 15

DILUTION

The net tangible book value of the Company at December 31, 1996 was
$379,977 or $0.16 per share of Common Stock. Net tangible book value per share
is determined by dividing the net tangible book value of the Company (total
tangible assets less total liabilities) by the number of shares of Common Stock
outstanding. After giving effect to the receipt of net proceeds from the sale of
the shares of Common Stock and warrants offered hereby by the Company at an
assumed Offering price of $6.00 per share of Common Stock (the midpoint of the
estimated initial public Offering price range), and $.125 per Warrant and after
deducting estimated offering expenses and underwriting discounts, the net
tangible book value of the Company at December 31, 1996, would have been
approximately $8,724,477 or $2.18 per pro forma share of Common Stock,
representing an immediate dilution of $3.82 (or approximately 63.7%) per share
to the public investors. This represents an immediate and substantial dilution
to new investors purchasing Common Stock in this Offering. The following table
illustrates the per share dilution:

<TABLE>
<S> <C> <C>
Assumed Initial public offering price per share............. $6.00
Net tangible book value per share before Offering........... $0.16
Increase in net tangible book value per share attributable
to public investors....................................... 2.02
-----
Pro Forma net tangible book value per share after
Offering(1)(2)............................................ 2.18
-----
Dilution per share to public investors(5)................... $3.82
=====
</TABLE>

The following table summarizes, on a pro forma basis, as of the date of
this Prospectus, the number of shares of Common Stock purchased, the percentage
of total shares purchased, the total consideration paid, the percentage of total
consideration paid and the average price per share paid by the existing
stockholders of the Company and the investors in this Offering.

<TABLE>
<CAPTION>
AVERAGE
SHARES PURCHASED(1)(2) TOTAL CONSIDERATION(1)(2) PRICE(1)
---------------------- -------------------------- ---------
NUMBER PERCENTAGE AMOUNT PERCENTAGE PER SHARE
--------- ---------- ------------ ----------- ---------
<S> <C> <C> <C> <C> <C>
Existing Stockholders..................... 2,360,000 59.0% $ 262,066 2.6% $0.11
Public Investors(3)(4).................... 1,640,000 41.0% 9,840,000 97.4 6.00
--------- ----- ----------- -----
Total........................... 4,000,000 100.0% $10,102,066 100.0%
========= ===== =========== =====
</TABLE>

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

(1) Gives effect to the 23,600-for-one stock split to be effected immediately
prior to consummation of this Offering.
(2) Does not include: (a) up to 246,000 shares and 246,000 Warrants subject to
issuance under the overallotment option; (b) 164,000 shares and 164,000
Warrants (and shares issuable thereunder) subject to the Underwriters'
Warrants; (c) other outstanding warrants. To the extent that any warrants
are exercised, there may be further dilution to the public investors.
(3) In the event that the Underwriters exercise their over-allotment option in
full, the net tangible book value after this Offering would be $10,035,349
per share which would result in an immediate dilution of $3.64 to the public
investors.
(4) Allocates no value to the Warrants offered hereby.
(5) Assumes no exercise of Warrants related to the Offering.

14
<PAGE> 16

CAPITALIZATION

The following table sets forth the debt and capitalization of the Company
at December 31, 1996, and as adjusted to give effect to the sale of 1,640,000
shares of Common Stock and 1,640,000 Warrants by the Company in the Offering at
an assumed Offering price of $6.00 per share of Common Stock and $.125 per
Warrant, and the application of the net proceeds therefrom. This information
should be read in conjunction with the financial statements and the notes
thereto, as well as "Summary Financial Information," appearing elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
---------------------------
ACTUAL(1) AS ADJUSTED(2)
--------- --------------
(IN THOUSANDS)
<S> <C> <C>
Long-term debt, including current portion................... $6,676 $ 1,449
------ -------
Shareholders' equity
Preferred Stock, $.01 par value; authorized: 5,000,000
shares; issued and outstanding: none................... -- --
Common Stock, $.01 par value; authorized: 20,000,000
shares; issued and outstanding: 2,360,000 actual and
4,000,000 as adjusted.................................. 24 40
Additional paid-in capital.................................. 434 8,762
Accumulated deficit......................................... (78) (78)
------ -------
Total Shareholders' equity........................ 380 8,724
------ -------
Total capitalization...................................... $7,056 $10,173
====== =======
</TABLE>

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

DIVIDEND POLICY

The Company does not anticipate paying any dividends on its Common Stock in
the foreseeable future. Any earnings which the Company may realize in the
foreseeable future will be retained to finance the growth of the Company. Future
dividend policy will depend upon the Company's earnings, capital requirements,
financial condition and other factors considered relevant by the Company's Board
of Directors. See "Description of Securities."

15
<PAGE> 17

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the Company's
financial statements and notes thereto included elsewhere in this Prospectus.
This discussion contains forward looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from the
results discussed in the forward looking statements. Factors that might cause
such a difference include but are not limited to those discussed in "Risk
Factors."

OVERVIEW

The Company opened its first store in Florida in 1978 and by 1996 expanded
to 15 stores, one speed shop and one machine shop. In 1996, the Company opened a
manufacturing unit at its headquarters to manufacture axles. Historically, the
Company purchased its merchandise directly from various manufacturers and
distributors, including APS. However, in October, 1993, the Company entered into
a product purchasing agreement with APS, a national distributor of auto parts,
from which the Company purchases approximately 75% of its merchandise. The
agreement was subsequently amended in October 1995.

RESULTS OF OPERATIONS

The following table sets forth certain selected historical operating
results for the Company as a percentage of net sales.

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
------------------
1995 1996
------ ------
<S> <C> <C>
Net sales................................................... 100.0% 100.0%
Cost of goods sold.......................................... 65.8 66.8
------ ------
Gross profit.............................................. 34.2 33.2
Selling, general and administrative expenses................ 34.1 36.9
------ ------
Earnings (loss) from operations........................... .1 (3.7)
Rental income............................................... 1.4 1.6
Interest expense............................................ (4.2) (6.5)
------ ------
Net loss.................................................... (2.7) (8.6)
====== ======
</TABLE>

Year Ended December 31, 1995 Compared to Year Ended December 31, 1996

Net Sales. Product sales increased by approximately $400,000, or
approximately 3.5%, from $11,691,338 in 1995 to $12,094,341 in 1996. This
increase was primarily due to (1) the substantial expansion of an arrangement
with one of the Company's regional accounts during 1996 which resulted in
increased sales and (2) the continued improvement in the Company's customer
service. Total net sales to such regional account was less than 10% of the
Company's total net sales in 1995 and 1996. See "Business -- Operating
Strategy."

Cost of Goods Sold. Cost of goods sold increased from $7,689,551 or 65.8%
of net sales in 1995 to $8,075,176 million or 66.8% of net sales in 1996. The
increased dollar amount was primarily attributable to the Company's inability to
take advantage of vendor discount programs due to the Company's cash constraints
while offering sales discounts to the Company's regional accounts. Further,
marginal working capital during 1996 periodically prohibited the Company from
maintaining adequate inventory on certain items. Therefore, the Company
satisfied customer demand for such items by buying from competitors at prices
that generated minimal gross margins. In addition, in connection with its
expanded relationship with a regional account in 1996, the Company replaced
certain obsolete inventory held by that account, which resulted in a one-time
expense write-off for the obsolete inventory. The Company also opened a
manufacturing unit in 1996 which was not profitable. Management plans to cease
operations of this unit by the end of 1997 or during the first six months of
1998.

16
<PAGE> 18

Selling, General and Administrative Expenses. Selling, general and
administrative ("SG&A") expenses increased from $3,986,570 or 34.1% of net sales
in 1995 to $4,463,849 or 36.9% of net sales in 1996. The increased dollar amount
of SG&A expenses resulted primarily from (1) hiring additional sales personnel
in anticipation of the Company's planned growth strategies, (2) expenses
incurred in establishing and operating the manufacturing unit opened in 1996,
(3) the expenses associated with the settlement of a lawsuit and (4) the
increased operating expenses resulting from the Company's inadequate cash
position.

Interest Expense. Interest expense increased from $495,174 in 1995 or 4.2%
of net sales to $785,088 in 1996 or 6.5% of net sales. This increase was
primarily attributable to an increase in weighted average outstanding
indebtedness from 1995 to 1996. In October 1995, the Company consolidated
various obligations into two loans from APS and AFCO totaling $4.95 million.
Many of the obligations that were consolidated were non-interest bearing.
However, the APS and AFCO loans bear interest at interest rates ranging from 10%
to prime plus 2% (10.25% at December 31, 1996), which substantially increased
the Company's interest expense. In addition, in October 1995, APS began to
charge the Company interest of 10% per annum on its open account balance.

Rental Income. The Company receives rental income from various commercial
and residential properties it owns that are not related to its core business.
Rental income increased from $165,245 in 1995 to $191,804 in 1996.

Income Taxes. There are no income taxes recorded in 1995 and 1996 because
the Company was an S Corporation.

New Accounting Pronouncements. Effective January 1, 1996, the Company
adopted Statement of Financial Accounting Standards No. 121, Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of (SFAS
No. 121). Under SFAS No. 121, impairment losses on long-lived assets are
recognized when indicators of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
carrying amounts. The impairment loss is equal to the difference between the
carrying amount of the long-lived asset and the estimated fair value of such
asset. SFAS No. 121 also addresses the accounting for long-lived assets that are
expected to be disposed of. The adoption of SFAS No. 121 by the Company did not
result in an impairment loss. The Company did not incur an impairment loss
during the year ended December 31, 1996.

Effective January 1, 1996 the Company adopted SFAS No. 123, Accounting for
Stock Based Compensation. As it relates to stock options granted to employees,
SFAS No. 123 permits companies who have not done so already to, either adopt the
accounting method promulgated by Accounting Principles Board Opinion No. 25 (APB
No. 25), Accounting for Stock Issued to Employees to measure compensation, or to
adopt the fair value base method prescribed by SFAS No. 123. If APB No. 25's
method is followed, pro forma disclosures are required as if SFAS No. 123
accounting recognition method was adopted. SFAS No. 123 pertains to stock
options granted after December 31, 1995. Management has determined not to adopt
SFAS No. 123's accounting recognition provisions related to stock options
granted to employees and accordingly, will continue following APB No. 25's
accounting provisions. All other provisions of SFAS No. 123 have been
implemented effective January 1, 1996. The implementation of SFAS No. 123 did
not have a material effect on the Company's financial statements.

SFAS No. 128, Earnings Per Share, will be effective for the Company's
financial statements issued after December 15, 1997. Early adoption of the new
standard is not permitted. The new standard eliminates primary and fully diluted
earnings per share and requires presentation of basic and diluted earnings per
share together with disclosure of how the per share amounts were computed. The
adoption of this new standard is not expected to have a material impact on the
disclosure of earnings per share in the financial statements.

17
<PAGE> 19

LIQUIDITY AND CAPITAL RESOURCES

The following table presents a summary of the Company's cash flow for 1996
and 1995:

<TABLE>
<CAPTION>
1995 1996
----------- ---------
<S> <C> <C>
Net cash provided by (used in) operating activities........ $(3,763,058) $ 320,812
Net cash used in investing activities...................... (198,264) (248,186)
Net cash provided by (used in) financing activities........ 3,846,424 (86,536)
----------- ---------
Net decrease in cash and cash equivalents.................. $ (114,898) $ (13,910)
=========== =========
</TABLE>

During 1996, the Company's operations provided $320,812 compared to using
approximately $3.8 million of cash during 1995. The increase in cash provided by
operations in 1996 was due primarily to an increase in the timing of payments on
the Company's trade accounts payable and certain other working capital
liabilities due to cash constraints. In addition, in 1995 the Company
substantially reduced the amount of non-interest bearing working capital
liabilities and consolidated certain other indebtedness through the use of
proceeds obtained from interest bearing debt obtained from APS and AFCO. The
increase in cash provided from operations was also due to a slower increase in
the build up of inventory in 1996. In 1995 the Company began to expand its
product line to carry more accessory items and tools based on recommendations
made by its primary supplier. As a result, per store inventory increased
substantially in 1995. The expansion of inventory continued in 1996, however, at
a slower pace as the Company achieved its desired product mix. Toward the end of
1996 the Company began to reevaluate this new product mix and during the first
quarter of 1997 has refined its product mix to focus its efforts on the
distribution of Hard Parts. The effects of the above resulting increases were
partially offset by the increase in the net loss in 1996 compared to 1995.

The Company used cash for investing activities in the amount of $198,264
and $248,186 in 1995 and 1996, respectively, for the purchase of property and
equipment.

Net cash used in financing activities in 1996 was $86,536 compared to net
cash provided from financing activities in 1995 of $3,846,424. Cash provided by
financing activities in 1995 was primarily from the proceeds of loans from APS
and AFCO. The proceeds from such indebtedness was used primarily to reduce the
amount of non-interest bearing working capital liabilities and to consolidate
certain other indebtedness. Cash was used in 1996 primarily for the repayment of
debt.

As a result of the foregoing, the Company's independent certified public
accountants issued its report, which included an explanatory paragraph for a
going concern uncertainty, on the Company's financial statements as of December
31, 1996. The ability of the Company to continue as a going concern is dependent
on the consummation of this Offering and repayment of the APS and AFCO
obligations in the approximate amount of $5.5 million and the improvement of its
future operations. Management believes the repayment of those obligations will
save the Company approximately $550,000 in annual interest.

The Company had a working capital deficiency $1,847,194 at December 31,
1996. Since 1995, the Company's cash flows have not been sufficient to finance
operations due to its substantial debt service, inability to take advantage of
vendor discounts, and increased selling, general and administrative expenses. As
a result, during 1996 and the first quarter of 1997, the Company has been
dependent on loans from third parties in order to maintain its operations. In
the second quarter of 1997, the Company borrowed $500,000 from Robert H. Gentry,
III, a shareholder and principal of the Company, who borrowed those funds from a
bank. During 1996, the Company borrowed $95,000 from Lawrence Goldfarb, a
director candidate whose company, S&G Automotive Warehouse, Inc., is one of the
Company's vendors. The $500,000 loan from Mr. Gentry, plus his expenses incurred
in connection with that loan, and the obligation owed to Mr. Goldfarb ($95,000,
plus accrued interest) will be paid from the proceeds of this Offering.

In October 1995, APS and its financing affiliate, AFCO, loaned the Company
$2,450,000 (the "APS Note") and $2,500,000 (the "AFCO Note"), respectively, for
reduction of certain mortgage obligations and other debt. The APS Note had a one
year term and accrued interest of 10% per annum and matured in October 1996. The
AFCO Note has a term of 15 years, with a principal and interest payment payable
monthly at prime, plus 2% (10.25% at December 31, 1996). APS and AFCO obtained a
security interest in all of the

18
<PAGE> 20

Company's personal and real property in connection with those loans. The
outstanding principal balance and accrued and unpaid aggregated default and
non-default interest at January 31, 1997 was approximately $2,434,995 and
$437,198, respectively, on the APS loan, and $2,465,467 and $204,529,
respectively, on the AFCO loan.

On February 20, 1997, the Company entered into a Loan Modification
Agreement with APS and AFCO. Under the terms of this agreement, the APS Note and
AFCO Note will continue to accrue interest at their specific contractual
interest rates, however, no payments of principal and interest will be required
until the maturity date. The maturity date is the earlier of the date the
Company receives proceeds from its planned initial public offering of shares of
its Common Stock, or July 31, 1997. In addition, from the date of the Loan
Modification Agreement to the maturity date, the Company is required to pay APS
before the close of business on Monday of each week an amount equal to the
preceding week's purchases.

The Company's compliance with the financial covenants under the terms of
the original loan agreements with APS and AFCO were waived under the terms of
the Loan Modification Agreement. The Loan Modification Agreement contains
certain financial and other covenants that, among other things, require the
Company to (1) make timely payments to APS for its merchandise purchases, (2)
file a Registration Statement with the Securities and Exchange Commission in
connection with the Company's planned initial public offering by May 31, 1997,
and (3) complete its planned initial public offering by July 31, 1997. Failure
to comply with the covenants included in the Loan Modification Agreement would
cause the Company to be in default under the terms of such agreement. Should
such default occur APS and AFCO could foreclose on the Company's assets
collateralizing the APS Note and AFCO Note. As long as the Company complies with
the terms of the Loan Modification Agreement and repays by the maturity date,
the outstanding principal and accrued and unpaid interest amounts due under the
APS Note and AFCO Note, along with certain amounts due APS for merchandise
purchases, the default interest charge due to APS and AFCO will be waived. As of
May 12, 1997, the Company was in compliance with the terms of the Loan
Modification Agreement.

Management believes, based in part on discussions with representatives of
APS and AFCO, that APS and AFCO will not require repayment in full of the
Company's outstanding indebtedness, including any accrued and unpaid interest,
on July 31, 1997, as long as the Company continues to proceed with its planned
initial public offering and is in compliance with the remainder of the covenants
included in the Loan Modification Agreement dated February 20, 1997 and remains
in compliance with such other covenants until the initial public offering is
completed. However, no assurances can be given that APS and AFCO will not
require repayment of such indebtedness on July 31, 1997.

In January 1997, the Company was 60 days in arrears of its open account
with APS and at that time owed $1,473,533. The Company has since been making
substantial payments on that account and at April 25, 1997, the account balance
was at approximately $420,000 (which amount contemplates a $180,000 credit from
APS for returns). The account is considered current when the balance is
approximately $400,000. Once the account is current, as defined, the Company
will be able to take advantage of APS's 2% discount for early payment of
invoices, which it has not been able to do since February, 1996. Management
believes it will be in a position to take advantage of such discounts commencing
in the third quarter of 1997.

By making more efficient use of its alliance with APS, repaying the AFCO
and APS Notes, renegotiating certain high interest rate loans or repaying those
loans (up to $500,000), taking advantage of the discount offered by APS to
customers with current accounts, and by instituting cost containment programs,
management believes that the proceeds to the Company from this Offering and cash
expected to be provided by operating activities will be sufficient to fund the
capital needs of the Company for the foreseeable future. However, there can be
no assurance that the Company can return to profitability and generate
sufficient cash flows in the future to meet its obligations when due. The
Company's future performance is subject to general economic conditions and to
financial, business and other factors, including factors beyond the Company's
control.

19
<PAGE> 21

INFLATION AND SEASONALITY

The Company does not believe its operations are materially affected by
inflation. The Company has been successful, in many cases, in reducing the
effects of merchandise cost increases principally by taking advantage of vendor
incentive programs, economies of scale resulting from increased volume of
purchases and selective forward buying.

Although store sales have historically been somewhat higher in the second
and third quarters (March through August), the Company does not consider its
business to be materially affected by seasonality.

INDUSTRY OVERVIEW

According to industry estimates, the size of the domestic automotive
aftermarket for replacement parts, maintenance items and accessories is believed
to be in excess of $70 billion of which approximately $3.4 billion is generated
in the State of Florida. The Company believes that the market is growing because
of, among other things: (i) an increase in the size and age of the country's
automotive fleet, (ii) an increase in the number of miles driven annually per
vehicle, (iii) the increased number and higher cost of new cars and (iv) the
higher cost of replacement parts as a result of technological changes in more
recent models of vehicles.

The automotive aftermarket distribution channels are highly fragmented. The
Company believes, however, that the industry is consolidating as national and
regional specialty retail chains gain market share at the expense of smaller
independent operators and less specialized mass merchandisers. General repair
garages are being replaced by specialists and some stations are concentrating on
non-repair services. The Company believes that the DIY market is changing due to
the lack of tools and skills necessary to repair the newer, complex vehicle
systems. Today's consumers are depending more on the professional service
technicians. Automotive specialty chains with multiple locations in given market
areas are believed to enjoy competitive advantages in purchasing, distribution,
advertising and marketing compared to most small independent operators. In
addition, the increase in the number of automotive replacement parts caused by
the significant increase in recent years in the variety of domestic and imported
vehicle makes and models has made it difficult for smaller independent operators
and less specialized mass merchandise chains to maintain inventory selection
broad enough to meet customer demands. The Company believes that this has
created a competitive advantage for those automotive chains, such as the
Company, that have the resources and distribution capability to deliver an
inventory selection broad enough to meet customer needs.

The automotive aftermarket essentially operates three different types of
auto part outlets, the retail store, the traditional store, and the wholesale
store. These stores basically service two distinct types of customers, the
Professional Installer and the DIY customer. Each of the three different types
of outlets carries a different type of inventory selection -- a mixture of Hard
Parts and accessories (waxes, chemicals, car covers, etc.) Following are brief
descriptions of each type of outlet, its customer base, type of inventory, and
general marketing concept:

Retail Store. The retail store customer base is the DIY customer. The
store emphasizes accessories but carries Hard Parts. Both consist of mainly fast
moving items with limited stocking of less popular items. The retail store
relies on heavy advertising, sales clerks and extended store hours.

Traditional Store. The traditional store customer base is a mix of the
Professional Installer and DIY customers with a larger percentage of sales to
Professional Installers. The store emphasizes Hard Parts but carries
accessories. The larger mix of Professional Installers requires slow selling
items to be stocked as well as the fast moving items. The store uses outside
salesmen to call on the Professional Installers, has knowledgeable employees and
offers free delivery service. It generally spends less on advertising than the
retail store and keeps fewer store hours.

Wholesale Store. The wholesale customer base is limited to the
Professional Installer. Inventory consists of Hard Parts only. The store uses
outside salesmen to call on the Professional Installer, has knowledgeable
employees and offers free delivery service. Store hours are limited and
advertising is generally at a minimum.

20
<PAGE> 22

BUSINESS

The Company is a specialty supplier and retailer of automotive replacement
parts, tools, supplies, equipment and accessories to both Professionals
Installers and DIY customers. The Company operates 15 auto parts stores, one
speed shop that retails high-performance items primarily to the car enthusiast,
one machine shop engaged in the building and reconditioning of certain engine
parts, a manufacturing unit that manufactures certain parts, and one warehouse
facility that holds inventories of specific high-volume items which are
purchased in bulk directly from manufacturers, all of which are located in, or
within a one hour drive of Orlando, Florida. The Company also maintains
approximately 100 vehicles that can make most deliveries to its wholesale
customers within 30 minutes. Stores carry an extensive product line of Hard
Parts including brakes, belts, hoses, filters, cooling system parts, tune-up
parts, shock absorbers, gaskets, batteries, bearings, engine parts,
remanufactured alternators and starters, and chassis parts. In addition, the
Company carries (i) maintenance items, such as oil, antifreeze, fluids, engine
additives and appearance products; (ii) accessories, such as floor mats and seat
covers; (iii) automotive tools and (iv) professional service equipment. For the
fiscal year ended December 31, 1996, approximately 95% of the Company's product
sales was derived from Hard Parts and 5% from other merchandise. Approximately
75% of the Company's sales was derived from Professional Installers and the
remaining 25% from DIY customers during fiscal 1996.

STORE OPERATIONS

The Company's stores are traditional stores that generally range in size
from 3,000 to 8,000 square feet. The Company believes that its stores are
"destination stores" generating their own traffic rather than relying on the
traffic created by the presence of other stores in the immediate vicinity.
Consequently, most stores are freestanding buildings situated on or near major
traffic thoroughfares, which offer ample parking and easy customer access. Each
store carries a mixture of Hard Parts and accessories. The stores carry
16,000-18,000 different SKU's of which 15,000-17,500 represent Hard Parts. The
store sales are generated by a full-time technically trained sales force, a
call-in delivery service for wholesale customers, an extensive selection of
SKU's stocked in each store, express delivery for Professional Installers (with
approximate 30-minute delivery time) on in stock items, and a separate center
for Professional Installers in each store to facilitate quick service.

Company stores service two distinct types of customers -- the Professional
Installer (wholesale) customer and the DIY (retail) customer. The Company's
stores average 75% in Professional Installer sales and 25% in DIY sales. The
Company also provides a delivery service to its wholesale customers with
approximately 100 vehicles. Each of the Company's 15 stores also receive
inventory deliveries nightly from APS and four to six deliveries daily from the
Company's own warehouse. The deliveries replenish each store with the inventory
sold the previous day and also provides a store with the ability to special
order SKU's not normally stocked by the Company's stores. This enables the
Company to provide fast response service to both the wholesale and DIY
customers.

The Company's stores offer the Professional Installer and the DIY customer
a wide selection of nationally recognized brand names and "Big A" (APS private
label) products for domestic and imported automobiles, vans and trucks. In 1996,
new and remanufactured automotive Hard Parts, such as engines and transmission
parts, alternators, starters, water pumps, and brake shoes and pads, accounted
for approximately 95% of the Company's total sales. Each store also carries an
extensive selection if maintenance items, such as oil, antifreeze, fluids,
engine additives, appearance products, and accessories, such as floor mats and
seat covers, automotive tools and professional service equipment.

OPERATING STRATEGY

Accumulation of Marketshare. Because the Company pursues both the
Professional Installer and the DIY portions of the automotive aftermarket
through its store network, the Company believes that it is able to reach most
consumers of automotive products within its market areas. The demand generated
by this customer base permits the Company to offer a broad selection of SKUs and
restock and fill special orders from its principal supplier, APS, and from the
Company's own warehouse facilities, on an overnight or in some

21
<PAGE> 23

cases, a same-day basis. The Company maintains a warehouse for products it
purchases directly from the manufacturers; however, because of its distribution
arrangement with APS, the Company does not need to maintain a warehouse for
those products supplied by APS. This allows the Company to utilize its working
capital and management resources for store operations, but still provide its
customers with up to 160,000 SKUs. See "Purchasing" and "Inventory Management."

Quality Workforce. The Company believes that its service to both the
Professional Installer and DIY portions of the automotive market results in
additional benefits not generally enjoyed by competitors serving only one
portion of the market. Because the Company deals with the more
technically-oriented Professional Installer, the Company's sales personnel are
required to be more technically proficient, particularly with regard to Hard
Parts. The Company has found that such technical proficiency is also valued by
its DIY consumers, thereby enhancing the Company's ability to fulfill its
customer service strategy. The Company's philosophy is to be a wholesale
customer's one call and a DIY customer's one stop for all their automotive
needs.

Equity Financing. To enhance its potential for better financial
performance, the Company must reduce its debt obligations and improve
operations. Approximately $6.1 million of this Offering's net proceeds will be
used to reduce debt. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations." Further, the Company intends to retain a
Chief Financial Officer and is focusing on implementing improved receivables,
inventory and cash management systems.

The Company also plans to use some of its working capital to refurbish some
of its stores for improved merchandise presentation, and to consolidate four of
its stores that have overlapping markets into two stores. Although the Company
expects to retain market share and reduce overhead costs as a result of the
consolidation, there can be no assurance that market fluctuations, increased
competition, or other factors will not adversely impact these or other stores.

Inventory Management and Distribution System. The Company has formed an
alliance with APS, a national distributor of automotive replacement parts, which
allows the Company's stores to have next day access to over 160,000 SKUs.
Simultaneously with the APS alliance, the Company also maintains its own 20,000
square foot warehouse from which it provides same-day delivery, of inventory
purchased directly from manufacturers, to its stores. In the past, the Company
maintained a mix of high volume and lower volume items. The costs associated
with carrying the slower moving inventory affected the Company's profitability
in 1995 and 1996. The Company plans to improve its operating strategy by
warehousing primarily high volume items and to take better advantage of APS's
ability to carry slower moving inventory.

Customer Service. The Company believes it is not only in the business of
selling auto parts, but, as important, is in the service business. Heavy
emphasis is placed on having professional personnel provide responsive customer
service. Employees receive extensive on-the-job training.

The Company's number one priority is customer satisfaction. The Company
seeks to attract new Professional Installer and DIY customers and to retain
existing customers by conducting a variety of advertising and promotional
programs and by offering: (i) superior in-store service through highly
motivated, technically-proficient sales people; (ii) an extensive selection of
SKUs stocked in each store; (iii) next day delivery of over 160,000 SKUs, and
same day delivery for inventory maintained at the Company's warehouse; (iv)
attractive stores in convenient locations; (v) competitive pricing and (vi) a
national warranty program.

Each of the Company's sales personnel is required to be technically
proficient in the workings and application of Automotive Products. This degree
of technical proficiency is essential because of the significant portion of the
Company's business represented by the Professional Installer. The Company has
found that the typical DIY customer often seeks assistance from sales people,
particularly in connection with the purchase of Hard Parts. The Company believes
that the ability of its sales personnel to provide such assistance is valued by
the DIY customers, and therefore is likely to result in repeat DIY business.

GROWTH STRATEGY

Horizontal Integration. In addition to improving the efficiency of its
internal operations, the Company's growth strategy is to expand its operations
in other urban areas of Florida and the Southeast by purchasing

22
<PAGE> 24

automotive parts stores as they become available on terms acceptable to the
Company, as well as opening new stores. The Company's growth to date has been
accomplished primarily by opening new stores instead of acquiring existing
businesses. However, the Company believes that because of the recent trend in
consolidation occurring in the auto parts industry, its future growth will occur
as a result of acquisitions of both single and multiple store operations.
Depending on the competitive characteristics of the industry, the Company plans
to pursue all future acquisition opportunities in addition to, or in place of,
new store openings. Key factors considered by the Company in the opening of new
stores or the acquisition of existing automotive parts stores include population
density and growth-patterns, age and per capita income, vehicle traffic counts,
the number and type of existing automotive repair facilities, other auto parts
stores and other competitors within a predetermined radius, and the operational
strength of such competitors. Although the cost to acquire the business of an
independently owned parts store varies, depending primarily on the amount of
inventory and the size of real estate, if any, being acquired, the Company
estimates that the average cost to acquire such a business and convert it to a
Company store ranges from approximately $225,000 to $350,000, excluding real
estate. Of this amount, approximately $175,000 to $300,000 is allocable to
inventory and the remainder to fixed assets. The Company estimates that an
additional $50,000 would be needed to fund the stores' operations for the
initial four month period of operations. In the event acquisitions in a targeted
area are not possible, or impractical, the Company may attempt to lease a store
site and refurbish it as a Company store. The costs associated with opening a
new leased location are slightly greater than acquiring a business and
converting it to a Company store. The Company plans to focus on expanding into
areas having population pockets of 75,000 to 100,000 in an overall statistical
market area of approximately 1,000,000 population. Although the Company has
identified possible acquisition candidates, the Company has not entered into any
definitive agreements with them. The Company anticipates that it will consummate
acquisitions through the use of cash and/or stock. To facilitate its growth, the
Company anticipates that it will be able to negotiate a line of credit once the
APS and AFCO obligations are repaid. There is no assurance that the Company will
be able to successfully identify acquisition candidates or to successfully
finance or complete such transactions. See "Risk Factors -- Growth through
Acquisitions."

Increasing Existing Store Sales. Same store growth through increased sales
and profitability is also an important part of the Company's growth strategy. To
achieve improved sales and profitability at Company stores, the Company
continually strives to improve upon the service provided to its customers. The
Company believes that while pricing is essential in the highly competitive
environment of the automotive aftermarket business, ultimately it is customer
satisfaction (whether of the Professional Installer or the DIY customer),
resulting from superior customer service, that generates increased sales and
profitability.

Quality Assurance Reviews. In order to help assure continuous store
improvement and overall high level of customer service, the Company conducts
"Quality Assurance Reviews" of each of its stores semi-annually. Each review
encompasses a comprehensive agenda of store characteristics and performance
criteria. The review teams are comprised of store managers from high performing
locations, as well as senior management from the Company's corporate office. A
written evaluation is prepared for each store reviewed. The review team meets
with the location manager to discuss the evaluation and to provide direction in
seeking improvements in store performance. Management believes these reviews
help to improve overall store performance.

PURCHASING

In October, 1995, the Company entered into a product purchase agreement
with APS, a national distributor of a broad array of "Big A" brand and
manufacturers branded automotive replacement parts, as well as tools, equipment,
supplies and accessories. Under the terms of this agreement, the Company agreed
to purchase, for a period of five years, merchandise from APS over any given
four month consecutive billing period at a minimum average of 75% of the
Company's cost of goods, less certain exceptions. Purchases under this agreement
aggregated approximately $4.5 million during both years ended December 31, 1995
and 1996. Due to the fact that the Company has not been current on certain debt
obligations owed APS, it has not been able to take advantage of discounted
payment terms offered by APS. See "Risk Factors -- Recent Losses;

23
<PAGE> 25

Going Concern." However, the Company expects to bring its open account with APS
current before the close of this Offering and as a result will be able to take
advantage of APS's discount payment terms.

APS operates approximately 35 warehouses throughout the United States with
the nearest warehouse to the Company's stores being located in Ocala, Florida.
APS has been able to provide the Company with next day delivery of needed parts.

The Company participates in several APS "Big A" programs, among which are
the following:

- A national warranty program ("NWP"). The Company is able to offer its
customers a NWP, good at approximately 2,000 Big A parts sources across
the country. This program is fully funded by APS.

- A national advertising program. The Company believes that national
advertising is helpful in markets such as Orlando's four county market
area. The national advertising program, plus the NWP, gives the Company
stores added recognition and a competitive edge.

- A national account program. This program makes the Company a
pre-approved vendor to most national service centers such as Firestone,
Sears, Montgomery Ward, etc.

In addition to the above programs, APS provides the Company with: (i) brand
name products; (ii) pricing economies through increased purchasing power and
(iii) various services, including assistance in marketing, cataloging and
inventory control.

APS is a publicly held corporation whose shares of common stock are traded
on the NASDAQ National Market System. According to reports filed by APS with the
Securities and Exchange Commission, APS, formed in 1989, believes that it is the
second largest warehouse distributor of automotive replacement parts in the
United States. It supplies parts to more than 1,900 "Big A" parts stores owned
by independent jobbers and over 500 APS-owned auto parts stores. For the year
ended January 27, 1997, APS had net sales of approximately $858 million and a
net loss of approximately $10.8 million because of a first year write off in
connection with a major acquisition. Its total stockholders' equity at January
27, 1997 was approximately $114.6 million.

A disruption of the Company's vendor relationship with APS, or a material
change in any of the terms of purchase, advertising, incentive or other programs
offered by APS, would likely have a material adverse affect on the Company's
business. However, the Company believes that if its relationship with APS were
to end, it would be able to replace APS with another distributor of similar
parts which offers similar programs.

In addition to purchasing products from APS, the Company purchases in bulk
certain items directly from manufacturers, which it stores in its 20,000 square
foot warehouse. Purchasing such items direct in bulk enables the Company to
price such parts competitively and increase its gross margin.

INVENTORY MANAGEMENT

Through its alliance with APS, a national distributor of a broad range of
"Big A" brand manufacturers branded replacement parts, the Company is provided
next day access to over 160,000 different SKU's. The alliance with APS provides
the Company with flexibility and competitiveness in the aftermarket segments of
the industry. The Company constantly seeks to improve its merchandising concepts
by expanding product selection and emphasizing the sale of the high-margin Hard
Parts. As a result of its alliance with APS, the Company does not inherit all of
the extraordinary costs associated with carrying such a large inventory, such as
(i) development and maintenance of large warehouse facilities (larger than the
Company's current warehouse which houses certain items; (ii) planning,
procurement, and management of inventories and (iii) providing distribution
methods of inventory between different locations. APS provides the Company with
the ability to return slow moving APS inventory, thereby virtually eliminating
loss from obsolescence. The Company also utilizes its own 20,000 square foot
warehouse to inventory certain parts it orders direct from manufacturers to take
advantage of purchase price discounts offered on purchases from certain of its
vendors. The Company plans to improve its operating strategy by warehousing
primarily high volume items and to take better advantage of APS's ability to
carry slower moving inventory.

24
<PAGE> 26

MARKETING

Since a majority of the Company's revenues are derived from the sale of
Automotive Products to the Professional Installer, the Company devotes
substantial time and energy to the development of its Professional Installer
business. There are four full-time sales people operating from the Company's
stores dedicated solely to calling upon and selling to the Professional
Installer. Moreover, each store manager participates in these activities by
calling on existing and potential new Professional Installers on a regular and
periodic basis. The Company has approximately 100 vehicles to provide prompt
delivery service to the Professional Installer. Approximately 70 inside
technically trained sales personnel market products to retail and wholesale
customers.

The Company anticipates promoting sales to DIY consumers through an
advertising program which includes direct mail, newspaper and limited radio and
television advertising in selected markets. Newspaper advertisements are
generally directed toward specific product and price promotions, frequently in
connection with specific sales events and promotions. The Company also sponsors
several automotive related events in its market area each year in an effort to
reach wholesale and retail customers. Such events include sponsoring a trade
show and conducting training clinics several times a year for the Professional
Installers which focus on electrical, emission control, chassis and suspension,
and air conditioning. The Company believes that its advertising and promotional
activities have resulted in significant name recognition in its market area.

The Company believes that a competitive pricing policy is essential in
order to compete successfully. Product pricing is generally established to meet
the pricing policies of competitors in the market area selected by each store.
Most automotive products sold by the Company are priced at discounts from the
manufacturer's suggested list prices and additional savings are offered through
volume discounts and special promotional pricing.

COMPETITION

The automotive parts aftermarket is highly competitive. Automotive
products, similar or identical to those sold at the Company's stores, are
generally available from a variety of different competitors in the communities
served by the Company's stores. The principle arenas of competition are customer
service, merchandise selection and availability, location, and price. The
Company competes either directly or indirectly with each of these areas for the
business of both Professional Installers and DIY customers.

The Company's major competitors in the Professional Installer portion of
its business include independent warehouse distributors and independently owned
parts stores, automobile dealers and national warehouse distributors and
associations, such as National Automotive Parts Association (NAPA), Carquest,
All Pro, Ace Auto Parts, and Steego. The more traditional of those stores
emphasize Hard Parts which cater to the Professional Installers, but also carry
accessories and other items as demanded by the DIY segment. Those stores
typically use outside sales representatives to call on Professional Installers,
maintain operating hours similar to wholesale stores and generally spend less on
advertising than retail stores.

Competitors in the DIY portion of the Company's business within its current
market area include automotive parts chains such as AutoZone, Western Auto,
Discount Auto Parts and Pep Boys, independently owned parts stores, automobile
dealerships and mass or general merchandisers, discount and convenience chains
that carry automotive products. Such retail stores emphasize accessories and
carry few Hard Parts in inventory. They compete for the DIY customers through
heavy advertising, strong in-store customer service, and extended operating
hours. Some of the larger DIY competitors have entered into the Professional
Installer portion of the business and this could have a material adverse effect
on the Company's operations.

Since the Company's primary target market is the Professional Installer,
the Company is faced with a significant amount of direct competition from
wholesale stores. The customer base for wholesale stores is the Professional
Installer. The wholesale store limits inventory to Hard Parts, offers free
delivery service, and uses knowledgeable outside sales representatives to call
on the Professional Installers. Companies competing in this segment include
National Automotive Parts Association -- "NAPA" and APS -- "Big A."

25
<PAGE> 27

Although the Company believes that it competes effectively in its market
area, some of its competitors, or their parent organizations, are larger in
terms of sales volume and have access to greater capital and management
resources.

PROPERTIES

The Company operates, in the Orlando, Florida metropolitan area, 15 auto
parts stores, one speed shop (which retails high-performance items to car
enthusiasts), one machine shop, and a manufacturing unit. All of these
facilities are owned by the Company except for two stores, which are leased. The
Company's headquarters and administrative offices, which include the Company's
warehouse, machine shop, and manufacturing unit, consist of six buildings
totaling 48,000 square feet and are located on 2.5 acres in Orlando.

The Company also owns a 32,000 square foot warehouse in Virginia. The
Company leases the property to a manufacturing company and receives rental
income from that property of approximately $40,000 per year. The Company also
owns 12 other commercial and residential properties in the Orlando area and one
residential property in Virginia from which it receives aggregate rental income
of approximately $130,000 per year. These properties are commercial and
residential properties.

Eight of the Company's real properties are encumbered by approximately
$1,129,418 in outstanding notes, maturing between December 1, 1997 and March 3,
2010, with varying interest rates ranging from 7.00% to 12.95% per annum. The
aggregate monthly installments are $19,461, including interest. The Company is
current in its payments of those obligations. The Company intends to renegotiate
the interest rates on $500,000 of these loans and to the extent the Company is
not successful, the Company will repay those obligations.

All of the Company's properties are encumbered by a mortgage and a security
agreement in favor of APS and AFCO securing two loans with an aggregate current
balance of $5.5 million at May 1, 1997. Interest accrues at interest rates
varying from 10% to prime plus 2% (10.25% at December 31, 1996), and the
outstanding principal balance and accrued interest is due and payable on or
before July 31, 1997. The Company will be retiring this debt from the proceeds
of this Offering. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

EMPLOYEES

As of May 1, 1997, the Company had 172 full-time employees, 69 of whom are
employed at the Company's stores, 86 of whom are engaged as delivery personnel,
13 of whom are engaged as corporate and administrative personnel and 4 of whom
work at the warehouse facility. The Company's employees are not subject to a
collective bargaining agreement. The Company considers its relations with its
employees to be excellent.

SERVICE MARKS AND TRADEMARKS

The Company owns no registered marks or trademarks. The Company believes
that its business is not materially dependent on any patent, trademark, service
mark or copyright.

LEGAL

The Company is engaged in certain lawsuits as a plaintiff and defendant,
arising from the ordinary course of business. In the opinion of Management, the
ultimate outcome of these lawsuits should not have a material impact on the
Company's business, reputation or financial position.

26
<PAGE> 28

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY
- ---- --- -------------------------
<S> <C> <C>
Robert H. Gentry, III.................. 54 President, Chief Executive Officer and
Director
Stanley G. Miller...................... 64 Director (nominee)
Lawrence S. Goldfarb................... 70 Director (nominee)
William H. Burns, Jr................... 50 Director (nominee)
David O. O'Neal........................ 55 Vice President
Herchel L. Rideout..................... 51 Vice President
</TABLE>

ROBERT H. GENTRY, III, has served as President, Chief Executive Officer,
and a Director of the Company since 1980. From 1978 to 1980, Mr. Gentry was the
Company's Chief Operating Officer and was responsible for managing the Company's
stores and inventory. Mr. Gentry attended the University of Kentucky where he
studied Accounting and Business Administration.

STANLEY G. MILLER, is a director nominee. Although Mr. Miller has been
retired since March, 1992 he previously served as Senior Vice President for
Exide Corporation, one of the largest manufacturers of automobile batteries.

LAWRENCE S. GOLDFARB, is a director nominee. Since 1980, Mr. Goldfarb has
served as the President of S & G Automotive Warehouse, Inc., a seller of
automotive replacement parts in central Florida.

WILLIAM H. BURNS, JR., is a director nominee. From 1995 to 1996, Mr. Burns
was the Executive Vice President and Chief Operating Officer of Virtuem
Entertainment, Inc., a Chicago-based start-up corporation in the business of
entertainment, retail sales and interactive technology. From 1993 to 1995, Mr.
Burns held the position of President of Entertainment Center Division of the
Blockbuster Entertainment Group, a new operating division focused on identifying
acquisition candidates for Blockbuster in the entertainment field. From 1969
through 1993, Mr. Burns held various development and operations positions with
the Walt Disney World Company both in Orlando, Florida and Burbank, California.
Mr. Burns earned a Master in Business Administration from Rollins College and a
Bachelor of Science in Journalism from University of Florida.

DAVID O. O'NEAL has served as Vice President of Management Information
Systems since joining the Company in 1993. Prior thereto, from 1990 to 1993, Mr.
O'Neal was a Senior Programming Analyst at Autopower Corp., a software
development firm in Orlando. Mr. O'Neal earned a Masters of Business
Administration from the University of Central Michigan and a Bachelors of
Computer Science from the University of Southern Illinois.

HERCHEL L. RIDEOUT, JR. was appointed Vice President of Purchasing and
Inventory in 1996. From 1980 to 1996, Mr. Rideout worked for Automotive One in a
variety of positions of increasing responsibility in the areas of business
operations and employee management, including Store Operations
Manager -- Central Florida Region, Director of Risk Management, and Human
Resources Manager. Mr. Rideout is the brother-in-law of Mr. Gentry.

The Board and Shareholders of the Company intend to authorize the expansion
of the Board to 5 members and intend to enlist Messrs. Miller, Goldfarb, Burns,
and one other individual yet to be identified to serve on the Board with Mr.
Gentry commencing on or before the Effective Date.

EXECUTIVE COMPENSATION

The following table sets forth cash compensation paid by the Company to, as
well as any other compensation paid to or earned by, the President and Chief
Executive Officer of the Company and those executive officers compensated at or
greater than $100,000 for services rendered the Company in all capacities

27
<PAGE> 29

during the fiscal years ended December 31, 1995 and 1996. For information
regarding current compensation paid to the Company's executive officers, see
"Employment Agreements."

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION
YEAR OTHER ANNUAL
NAME AND POSITION ENDED SALARY BONUS COMPENSATION(1)
- ----------------- ------------ ------- ------- ---------------
<S> <C> <C> <C> <C>
Robert H. Gentry, III 12/31/96 $60,000 $30,000
President, CEO 12/31/95 60,000 30,000
</TABLE>

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

(1) Reflects payments made by the Company for life insurance policies and
vehicle leases or payments.

DIRECTOR COMPENSATION

Directors who are employees of the Company do not receive compensation for
serving as directors. The Company anticipates compensating its independent
directors for their services in the form of fees and/or stock options, yet to be
determined. All directors will be reimbursed for their reasonable out-of-pocket
expenses incurred in connection with attending meetings of the Board of
Directors and for other expenses incurred in their capacity as directors of the
Company.

EMPLOYMENT AGREEMENTS

The Company entered into a five-year employment agreement with Robert H.
Gentry, III, the Company's President and CEO. Upon expiration of its initial
five-year term, the agreement is renewable for successive two-year periods.
Under the agreement, Mr. Gentry's annual salary is $80,000 for 1997, increasing
to $100,000 January 1, 1998 through December 31, 1999, and $120,000 January 1,
2000 through December 31, 2002. The employment agreement provides that the
Company's Board of Directors shall use its best efforts to establish by April 1,
1998 a bonus program and a discretionary stock option plan for executive
officers of the Company which will be tied to the Company's performance. The
agreement provides that in the event Mr. Gentry's employment is terminated
"without cause", he shall receive compensation and benefits equal to those he
was receiving immediately prior to said termination for the greater of the
remainder of the employment term or twelve months. In the event Mr. Gentry's
employment is terminated for any other reason, including for "cause", he will
receive severance payments in an amount equal to the compensation that Mr.
Gentry was receiving immediately prior to such termination for a period of
twelve months. Under the employment agreement, Mr. Gentry will also be entitled
to five weeks paid vacation, an automobile allowance of $800 per month, plus
reimbursements for expenses incurred in connection with Company business.

CONSULTING AGREEMENTS

In August, 1996, the Company retained a consulting company to assist the
Company in its planned initial public offering. The consultant was issued a
warrant to purchase 42,000 shares of Common Stock, exercisable at $.25 per share
commencing on the Closing Date of the initial public offering until August 27,
2002. In the event the Company sells a substantial portion of its assets by sale
or merger, the consulting company is to be paid $5000 and an additional 2% of
the sales prices which exceeds book value. The Company granted the consultant
"piggy back" registration rights in connection with a secondary offering.

The Company has agreed to issue to Argent Securities, Inc., for consulting
services, a Common Stock purchase warrant for 100,000 shares. The warrant will
be exercisable at $6.00 per share for a period of five years commencing on the
Effective Date.

28
<PAGE> 30

STOCK OPTION PLAN

In May 1997, the Company established a 1997 Employee Stock Option Plan (the
"Plan") under which 500,000 shares of Common Stock are reserved for issuance
upon exercise of stock options. The Plan is designed to serve as an incentive
for retaining qualified and competent employees. The Company's Board of
Directors, or a committee thereof (the "Committee"), will administer and
interpret the Plan and will be authorized to grant options thereunder to all
eligible employees of the Company, including officers and directors (whether or
not employees) of the Company and consultants.

The Plan provides for the granting of both incentive stock options and
non-qualified stock options. Options will be granted under the Plan on such
terms and at such prices as determined by the Committee, except that the per
share exercise price of incentive stock options cannot be less than the fair
market value of the Common Stock on the date of grant and the per share exercise
price of non-qualified stock options may not be less than par value. Each option
will be exercisable after the period or periods specified in the option
agreement, but no option can be exercised until six months after the date of
grant or after the expiration of 10 years from the date of grant. Options
granted under the Plan will not be transferable other than by will or by the
laws of descent and distribution.

The Plan contains anti-dilution provisions authorizing appropriate
adjustments in certain circumstances. Shares of Common Stock subject to options
which expire without being exercised or which are canceled as a result of
cessation of employment are available for further grants.

The Company has not granted options under the Plan.

The Company may grant independent directors of the Company non-qualified
stock options outside of the Plan.

INDEMNIFICATION, DIRECTORS AND OFFICERS

The Company's Amended and Restated Articles of Incorporation and Amended
and Restated Bylaws provide that the Company shall indemnify all directors and
officers of the Company to the full extent permitted by the Florida Business
Corporation Act. Under such provisions, any director or officer, who in his
capacity as such, is made or threatened to be made, a party to any suit or
proceeding, may be indemnified if the Board of Directors determines such
director or officer acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interest of the Company. The
Amended and Restated Articles of Incorporation, Amended and Restated Bylaws and
the Florida Business Corporation Act further provide that such indemnification
is not exclusive of any other rights to which such individual may be entitled
under the Amended and Restated Articles of Incorporation, the Amended and
Restated Bylaws, any agreement, vote of shareholders or disinterested directors
or otherwise.

It is anticipated that the Company's Board of Directors and executive
officers will enter into indemnification agreements with the Company. The
agreements follow the indemnification and expense advancement provisions of
Florida's Business Corporation Act. In addition, the indemnitee under the
agreements is entitled to indemnification against all expenses actually and
reasonably incurred by him or on his behalf in connection with serving as a
witness in any proceeding (as defined in the agreement) by virtue of his or her
status with the Company. The agreements also provide a procedural mechanism
under which the indemnitee can claim and obtain indemnification, including a
procedure for the Board or independent counsel to determine entitlement to
indemnification under specific situations. In the event the indemnitee does not
receive the indemnification to which he would otherwise be entitled under the
terms of the agreement, the indemnitee is entitled to seek a judicial
determination. In the event the indemnitee seeks a judicial adjudication to
enforce his or her rights under, or to recover damages for breach of, the
agreement, the indemnitee is entitled to recover from the Company his or her
reasonable legal fees and other expenses in connection with the legal
proceeding, subject to proration in the event the amount of the aware is less
than the amount of indemnification sought.

The Company and the Underwriters have agreed to indemnify each other
(including officers and directors) against certain liabilities arising under the
Securities Act. See "Underwriting."

29
<PAGE> 31

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted for directors, officers and controlling persons of the Company
pursuant to the foregoing provisions or otherwise, the Company has been advised
that in the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT

The following table sets forth certain information concerning stock
ownership of all persons known by the Company to own beneficially five percent
or more of the outstanding shares of Common Stock, each director and all
officers and directors as a group as of the date of this Prospectus, and as
adjusted to reflect the sale of the 1,640,000 shares of Common Stock included in
the Securities offered hereby.

<TABLE>
<CAPTION>
PERCENTAGE OF
OUTSTANDING STOCK
(1)
-------------------
NAME AND ADDRESS OF BENEFICIAL AMOUNT AND NATURE OF BEFORE AFTER
OWNER OR IDENTITY OF GROUP(3) BENEFICIAL OWNERSHIP(1)(2) OFFERING OFFERING
------------------------------ -------------------------- -------- --------
<S> <C> <C> <C>
Robert H. Gentry, III(3)............................... 1,652,000 70% 41.3%
Marguerite Siefert(3).................................. 354,000 15 8.9
Jennifer Rideout(3).................................... 354,000 15 8.9
Stanley G. Miller(4)................................... -0- -- --
William H. Burns, Jr.(4)............................... -0- -- --
Lawrence S. Goldfarb(4)................................ -0- -- --
All Directors and Officers as a group (8 persons)(5)... 2,360,000 100% 59%
</TABLE>

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

(1) As used herein, the term beneficial ownership with respect to a security is
defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
consisting of sole or shared voting power (including the power to dispose or
direct the disposition of) with respect to the security through any
contract, arrangement, understanding, relationship or otherwise, including a
right to acquire such power(s) during the next 60 days. Unless otherwise
noted, beneficial ownership consists of sole ownership, voting and
investment rights.
(2) Gives effect to the 23,600-for-one stock split to be effected prior to
consummation of this Offering.
(3) Unless otherwise noted, addresses are c/o Automotive One Parts Stores, Inc.,
701 West Church Street, Orlando, Florida 32802.
(4) Messrs. Miller, Burns and Goldfarb are director candidates.
(5) Includes the director candidates.

CERTAIN TRANSACTIONS

In April 1996, Mr. Gentry borrowed $500,000 from Barnett Bank, N. A., which
is secured by Mr. Gentry's residence. In turn, Mr. Gentry loaned those funds to
the Company for operations, evidenced by a promissory note made by the Company
in favor of Mr. Gentry that duplicates the terms of the Barnett Bank loan. The
Barnett Bank note has a term of thirty years and bears interest at 7 1/2% per
annum. The monthly payments are $3,410.88. The Company will repay the Barnett
Bank loan from the net proceeds of this Offering and will reimburse Mr. Gentry
out-of-pocket costs and interest payments he made in connection with the Barnett
Bank loan whereupon Mr. Gentry's note will be canceled.

S & G Automotive Warehouse, Inc., a supplier of merchandise to the Company,
is owned by Lawrence Goldfarb, a nominated director of the Company. During 1995
and 1996, the Company paid to S & G Automotive Warehouse, Inc. $223,038 and
$254,738, respectively, for merchandise.

During 1996, Lawrence Goldfarb, a nominated director, loaned the Company an
aggregate of $95,000 at an interest rate of 10% per annum. The outstanding
principal balance of those loans were consolidated into one note and currently
totals $95,000. The note accrues interest at 10% per annum and is payable upon
the earlier of the closing of this Offering or August 1, 1997. The Company
anticipates repaying that obligation from the proceeds of this Offering.

During 1995 and 1996, the Company made advances to and borrowed money from
officers, shareholders and family members from time to time. The Company owed
$67,000 to these individuals at December 31, 1996. In addition, these
individuals owed the Company $70,384 at December 31, 1996.

30
<PAGE> 32

DESCRIPTION OF SECURITIES

The following summary description relating to the capital stock and
Warrants does not purport to be complete and is qualified in its entirety by
reference to the Amended and Restated Articles and ByLaws of the Company, and
the Warrant Agreement, which are filed as exhibits to the Registration Statement
of which this Prospectus forms a part.

GENERAL

As of the date of this Prospectus, the outstanding capital stock of the
Company consisted of 100 shares of Common Stock held by three shareholders of
record. Immediately prior to the consummation of this Offering the Company will
complete a recapitalization (the "Recapitalization") pursuant to which all
outstanding shares of Common Stock will be split 23,600-for-one and exchanged
simultaneously on a one-for-one basis for shares of the Company's newly
authorized Common Stock.

The Company's Board of Directors and shareholders have approved the Amended
and Restated Articles of Incorporation and the Amended and Restated Bylaws
("Bylaws") to become effective on the Effective Date of this Offering, and the
following discussions describe the provisions of the Company's capital stock,
Amended Articles and Bylaws that will be in effect after this offering. The
following summary description relating to the capital stock does not purport to
be complete and is qualified in its entirety by reference to the Amended
Articles and Bylaws of the Company which are filed as exhibits to the
Registration Statement of which this Prospectus forms a part. Upon consummation
of the Offering, the authorized capital stock of the Company will consist of
20,000,000 shares of common stock, $.01 par value ("Common Stock"), and
5,000,000 shares of "blank check" preferred stock, $.01 par value ("Preferred
Stock"). Upon the closing of this Offering, there will be 4,000,000 shares of
Common Stock outstanding and no shares of Preferred Stock outstanding.

COMMON STOCK

The holders of Common Stock are entitled to one vote per share. The holders
of Common Stock are entitled to receive ratably such dividends, if any, as may
be declared by the Board of Directors out of legally available funds. Shares of
Common Stock are not redeemable and have not preemptive, conversion or similar
rights. The outstanding shares of Common Stock issuable hereby will be, when and
if issued, fully paid and nonassessable.

PREFERRED STOCK

The Board of Directors has the authority without further action by the
stockholders to issue up to 5,000,000 shares of Preferred Stock in one or more
series. The Board of Directors is authorized to establish from time to time the
number of shares to be included in and the designation of, any such series, to
determine or alter the rights, preferences, privileges and restrictions, there
of without further action by the shareholders. The Board of Directors of the
Company has not designated any new series of Preferred Stock. Satisfaction of
any divided preferences of outstanding Preferred Stock, if any, would reduce the
amount of funds available for the payment of dividends on Common Stock. Also,
the holders of Preferred Stock, if any, would normally be entitled to receive a
preference payment in the event of any liquidation or other dissolution or
winding up of the Company before any payment is made to the holders of Common
Stock. In addition, any outstanding shares of Preferred Stock having conversion
rights would potentially increase the number of shares of Common Stock
outstanding.

WARRANTS

Redeemable Common Stock Purchase Warrants. Each Warrant offered hereby
entitles the holder thereof to purchase one share of Common Stock at a price of
$9.00 per share (assuming an initial offering price of $6.00 per share) (the
"Exercise Price"), subject to adjustment for a period of four years commencing
on the first anniversary of the effective date of this offering (the "Effective
Date"). Each Warrant is redeemable, in whole or in part, by the Company at a
price of $.125 per Warrant, commencing one year after

31
<PAGE> 33

the Effective Date and prior to their expiration, provided that the average
closing bid price (as defined) of the Company's Common Stock for the twenty
consecutive trading days ending on the third day prior to the date on which the
notice of redemption is given, shall have exceeded $10.50 per share. Pursuant to
applicable federal and state securities laws, in the event a current prospectus
is not available, the Warrants may not be exercised by the holders thereof and
the Company will be precluded from redeeming the Warrants. There can be no
assurance that the Company will not be prevented by financial or other
considerations from maintaining a current prospectus. Any Warrant holder that
does not exercise prior to the redemption date, as set forth in the Company's
notice of redemption, will forfeit the right to purchase the Common Stock
underlying the Warrants, and after the redemption date or upon conclusion of the
exercise period any outstanding Warrants will become void and be of no further
force or effect, unless extended by the Board of Directors of the Company. See
"Underwriting" for the terms of the Warrants issuable pursuant to the
Underwriters' Warrants.

The number of shares of Common Stock that may be purchased is subject to
adjustment upon the occurrence of certain events including a dividend
distribution to the Company's shareholders or a subdivision, combination or
reclassification of the outstanding Common Stock. Further, the Warrant exercise
price is subject to adjustment in the event the Company issues additional stock
or rights to acquire stock at a price per share that is less than the current
market price per share of Common Stock on the record date established for the
issuance of additional stock or rights to acquire stock. The term "current
market price" is defined as the average of the daily closing prices for the
twenty consecutive trading days ending three days prior to the record date.
However, the Warrant exercise price will not be adjusted in the case of the
issuance or exercise of options pursuant to the Company's stock option plans,
the issuance of the Underwriters' Warrants or any other options or warrants
outstanding as of the date of this Offering. The Warrant exercise price is also
subject to adjustment in the event of a consolidation or merger where a
distribution by the Company is made to its shareholders of the Company's assets
or evidences of indebtedness (other than cash or stock dividends) or pursuant to
certain subscription rights or other rights to acquire Common Stock. The
Warrants are also subject to price adjustment upon the occurrence of certain
events including subdivisions or combinations of the Common Stock.

The Company may at any time, and from time to time, extend the exercise
period of the Warrants, provided that written notice of such extension is given
to the Warrant holders prior to the expiration date then in effect. Also, the
Company may reduce the exercise price of the Warrants for limited periods or
through the end of the exercise period if deemed appropriate by the Board of
Directors of the Company, in addition to the adjustments to the exercise price
arising from certain events as discussed above. Any extension of the terms
and/or reduction of the exercise price of the Warrants will be subject to
compliance with Rule 13e-4 under the Exchange Act including the filing of a
Schedule 13E-4. Notice of any extension of the exercise period and/or reduction
of the exercise price will be given to the Warrant holders. The Company does not
presently contemplate any extension of the exercise period nor does it
contemplate any reduction in the exercise price of the Warrants.

The Warrants are to be issued pursuant to the terms and conditions of a
Warrant Agreement between the Company and American Stock Transfer & Trust
Company.

Non-Public Warrants. The Company issued to a consulting company a warrant
for the purchase of 42,000 shares of Common Stock, exercisable at $.25 per share
commencing on the Effective Date until August 27, 2002. The Company granted
certain piggy-back registration rights in connection with any secondary
offering, subject to the consent of the underwriter of the offering, if any.

The Company has agreed to issue to Argent Securities, Inc., for certain
consulting services, a warrant for 100,000 shares of the Company's Common Stock,
exercisable at $6.00 per share for a period of four years commencing one year
from the Effective Date. The Company also granted certain piggy-back
registration rights in connection with a secondary offering, subject to the
consent of the underwriter for such offering, if any.

REGISTRATION RIGHTS

For a description of the registration rights contained in the Underwriters'
Warrants, see "Underwriting".

32
<PAGE> 34

ANTI-TAKEOVER EFFECTS OF FLORIDA LAW, CHARTER PROVISIONS, UNISSUED STOCK

Florida has enacted legislation that may deter or frustrate takeovers of
Florida corporations. Certain provisions of Florida law, the Company's Amended
Articles and Bylaws, may deter or frustrate a takeover attempt of the Company
that a shareholder might consider in its best interest, including attempts that
might result in a premium over the market price for the shares held by
shareholders. The Company is subject to several anti-takeover provisions under
Florida law that apply to a public corporation organized under Florida law,
unless the corporation has elected to opt out of such provisions in its articles
or bylaws. The Company is subject to the "affiliated transactions" and
"control-share acquisition" provisions of the Florida Business Corporation Act
(the "FBCA"). These provisions require, subject to certain exceptions, that an
"affiliate transaction" be approved by the holders of two-thirds of the voting
shares other than those beneficially owned by an "interested shareholder" or by
a majority of disinterested directors. Additionally, voting rights are conferred
on "control shares" acquired in specified control share acquisitions generally
only to the extent conferred by resolution approval by the shareholders,
excluding holders of shares defined as "interested shares."

In addition, certain provisions of the Company's Amended Articles or Bylaws
provide that (i) commencing with the consummation of this offering, any action
required or permitted to be taken by the shareholders of the Company may be
effected only at an annual or special meeting of shareholders, and not be
written consent of the shareholders, (ii) any meeting of shareholders may be
called only by the Chairman of the Board, or upon the affirmative vote of at
least a majority of the members of the Board of Directors or upon the written
demand of the holders of not less than 50% of the votes entitled to be cast at a
special meeting, and (iii) an advance notice procedure must be followed for the
nomination of directors and for other shareholder proposals to be considered at
annual meetings of shareholders. In general, notice of intent to nominate a
director or to raise business at such meetings must be received by the Company
not less than 60 nor more than 90 days before the meeting, and must contain
certain information concerning the person to be nominated or the matters to be
brought before the meeting and concerning the shareholder submitting the
proposal. The affirmative vote of at least a majority of the directors or the
holders of at least 66 2/3% of the voting power of the Company's voting stock is
required to alter, amend or repeal, or adopt any provision inconsistent with,
the provisions described in this paragraph.

The directors of the Company are subject to the "general standards for
directors" provisions set forth in the FBCA. These provisions provide that in
discharging his or her duties and determining what is in the best interests of
the Company, a director may consider such factors as the director deems
relevant, including the long-term prospects and interests of the Company and its
shareholders and the social, economic, legal or other effects of any proposed
action on the employees, suppliers or customers of the Company, the community in
which the Company operates and the economy in general. Consequently, in
connection with any proposed action, the Board of Directors is empowered to
consider interests of other constituencies in addition to the Company's
shareholders, and directors who take into account these other factors may make
decisions which are less beneficial to some, or a majority, of the shareholders
than if the law did not permit consideration of such other factors. The Board of
Directors is divided into three classes, with the directors of each class to be
elected for staggered terms of three years and to serve until their successors
are duly elected and qualified or until their earlier resignation, death or
removal from office.

Advance Notice Requirements for Shareholder Proposals and Director
Nominations. The Company's Articles of Incorporation provide that shareholders
seeking to bring business before an annual meeting of shareholders, or to
nominate candidates for election as directors at an annual or special meeting of
shareholders, must provide timely notice thereof in writing. To be timely, a
shareholder's notice must be delivered to or mailed and received at the
principal executive offices of the Company not less than 120 days nor more than
180 days prior to the first anniversary of the date of the Company's notice of
annual meeting for the previous year's annual meeting. However, if no annual
meeting was held in the previous year or the date of the annual meeting has been
changed to be more than 30 calendar days earlier than the date contemplated by
the previous year's notice of annual meeting, such notice by the shareholder
must be delivered or received not later than the close of business on the fifty
day following the date on which notice of the date of the annual meeting is
given to shareholders or made public, whichever first occurs. The Company's
Amended Articles

33
<PAGE> 35

also specify certain requirements for a shareholder's notice to be in proper
written form. These provisions may preclude shareholders from bringing matters
before the shareholders at an annual or special meeting or from making
nominations for directors at an annual or special meeting.

Certain Effects of Authorized but Unissued Stock. Upon consummation of
this Offering, the Company will be authorized to issue additional Common Stock
and up to five million shares of preferred stock in one or more series, having
terms fixed by the Board of Directors without shareholder approval, including
voting, dividend or liquidation rights that could be greater than or senior to
the rights of holders of Common Stock. The existence of authorized but unissued
and unreserved shares of Common Stock and Preferred Stock may enable the Board
of Directors to issue shares of persons friendly to current management which
would render more difficult or discourage an attempt to obtain control of the
Company by means of proxy contest, tender offer, merger or otherwise, and
thereby protect the continuity of the Company's management. Issuance of shares
of Common Stock or Preferred Stock could also be used as an anti-takeover
device. The Company has no current intentions or plans to issue any such shares
of Common Stock or Preferred Stock. See "Description of Capital Stock."

LIMITED LIABILITY AND INDEMNIFICATION

Under the FBCA, a director is not personally liable for monetary damages to
the corporation or any other person for any statement, vote, decision, or
failure to act unless (i) the director breached or failed to perform his duties
as a director and (ii) a director's breach of, or failure to perform, those
duties constitutes (1) a violation of the criminal law, unless the director had
reasonable cause to believe his conduct was lawful or had no reasonable cause to
believe his conduct was unlawful, (2) a transaction from which the director
derived an improper personal benefit, either directly or indirectly, (3) a
circumstance under which an unlawful distribution is made, (4) in a derivative
proceeding, conscious disregard for the best interest of the corporation or
willful misconduct, or (5) in a non-derivative proceeding, recklessness or an
act or omission which was committed in bad faith or with malicious purpose or in
a manner exhibiting wanton and willful disregard of human rights, safety, or
property. A corporation may purchase and maintain insurance on behalf of any
director or officer against any liability asserted against him and incurred by
him in his capacity or arising out of his status as a director, whether or not
the corporation would have the power to indemnify him against such liability
under the FBCA.

The Amended Articles of the Company provide that the Company shall, to the
fullest extent permitted by applicable law, as amended from time to time,
indemnify all directors of the Company, as well as any officers or employees of
the Company to whom the Company has agreed to grant indemnification.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

TRANSFER AND WARRANT AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock and the warrant agent
for the Warrants is American Stock Transfer & Trust Company, 40 Wall Street, New
York, New York.

SHARES ELIGIBLE FOR FUTURE SALE

Upon consummation of this Offering, the Company will have 4,000,000 shares
of Common Stock outstanding (4,246,000 shares, if the Underwriters'
over-allotment option is exercised in full), of which 1,640,000 shares offered
hereby (1,886,000 shares, if the underwriters' over-allotment option is
exercised in full) will be freely tradable without restriction or further
registration under the Securities Act. The remaining 2,360,000 shares are deemed
to be "restricted securities," as that term is defined under Rule 144, in that
such shares were issued and sold by the Company in private transactions not
involving a public offering and, as such, may only be sold pursuant to an
effective registration under the Securities Act, in compliance with the
exemption provisions of Rule 144 or pursuant to another exemption under the
Securities Act. The

34
<PAGE> 36

shareholders holding the 2,360,000 shares of restricted Common Stock will be
eligible to sell such shares under Rule 144 as of the date of this Prospectus,
subject to certain volume and other limitations. However, those shareholders
have agreed not to sell those shares for a period of six months from the
Effective Date, without the prior consent of the Representative. Sales of such
shares in the public market, or the availability of such shares for sale, could
adversely affect the market price for the Common Stock. The Representative may,
in its sole discretion and at any time without notice, release all or any
portion of the securities subject to the lock-up agreements.

In general, under Rule 144, subject to the satisfaction of certain other
conditions, a person, including an affiliate of the Company (or person whose
shares are aggregated with an affiliate), who has owned restricted shares of
Common Stock beneficially for at least one year is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the then outstanding shares of Common Stock (approximately 40,000 shares based
on the number of shares expected to be outstanding after this Offering) or, if
the Common Stock is quoted on NASDAQ, the average weekly trading volume during
the four calendar weeks preceding the sale. Sales under Rule 144 are also
subject to certain requirements as to the manner and notice of sale and the
availability of public information concerning the Company. A person who has not
been an affiliate of the Company for at least three months immediately preceding
the sale and who has beneficially owned shares of Common Stock for at least two
years is entitled to sell such shares under Rule 144 without regard to any of
the limitations described above.

No prediction can be made as to the effect, if any, that public sales of
shares of Common Stock or the availability of such securities for sale will have
on the market prices of such securities prevailing from time to time.
Nevertheless, the possibility that substantial amounts of Common Stock may be
sold in the public market may adversely affect prevailing market prices for
these securities and could impair the Company's ability in the future to raise
additional capital through the sale of its equity securities.

35
<PAGE> 37

UNDERWRITING

Subject to the terms and conditions of the Underwriting Agreement, the
Company has agreed to sell to the Underwriters, severally and not jointly, and
the Underwriters have severally and not jointly agreed to purchase from the
Company, on a "firm commitment" basis, if any are purchased, the number of
Securities (exclusive of Securities issuable upon exercise of the underwriters'
over-allotment option) set forth opposite their respective names below:

<TABLE>
<CAPTION>
SHARES OF
UNDERWRITERS COMMON STOCK WARRANTS
- ------------ ------------ ---------
<S> <C> <C>
Argent Securities, Inc. ....................................
--------- ---------
Total............................................. 1,640,000 1,640,000
========= =========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Securities offered hereby are
subject to approval of certain legal matters by their counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all shares
of Securities offered hereby (other than those covered by the over-allotment
option described below) if any such shares are purchased.

The Underwriters, for whom Argent Securities, Inc. is acting as
Representative (the "Representative"), propose to offer the Securities directly
to the public at the public offering price set forth on the cover page of this
Prospectus and may allow certain dealers who are National Association of
Securities Dealers, Inc. ("NASD") members to offer a part of the Securities at a
price which represents a concession not in excess of $ per share and
$ per Warrant. The Underwriters may allow, and such dealers may
reallow, a concession not in excess of $ per share and $ per
Warrant to certain other dealers. Commencement of the initial public offering,
the offering price and other selling terms may be changed by the Representative.

Prior to this Offering, there has not been any public market for the Common
Stock or the Warrants. The initial public offering prices of the shares of
Common Stock and the Warrants and the exercise price and other terms of the
Warrants were determined by negotiations between the Company and the
Representative and do not necessarily relate to the assets, book value or
results of operations of the Company or any other established criteria of value.

The Company has granted to the Underwriters an option, exercisable for 45
days from the date of this Prospectus, to purchase up to an aggregate of 246,000
additional shares of Common Stock and/or up to 246,000 additional Warrants at
the public offering price set forth on the cover page of this Prospectus, less
the underwriting discounts and commissions. The Representative may exercise such
option solely for the purpose of covering over-allotments, if any, in connection
with the sale of the Securities offered hereby. To the extent such option is
exercised, each Underwriter will be obligated, subject to certain conditions, to
purchase approximately the same percentage of such additional shares as the
number of shares set forth opposite such Underwriter's name in the preceding
table bearing the total number of shares in such table.

The Underwriting Agreement provides for reciprocal indemnification between
the Company and the Underwriters against certain liabilities in connection with
the Registration Statement, including liabilities under the Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act may
be provided to officers, directors or persons controlling the Company, the
Company has been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy and is therefore
unenforceable.

The Company has agreed to pay certain blue sky legal fees of the
Underwriters and to pay to the Underwriters at the closing of the Offering a
non-accountable expense allowance of 3% of the aggregate offering price of the
shares of Common Stock and Warrants offered hereby (including any shares of
Common Stock and Warrants purchased pursuant to the Underwriters' over-allotment
option), of which $27,500 has been paid on account.

36
<PAGE> 38

Certain shareholders who beneficially hold an aggregate of 2,360,000 shares
of Common Stock, have agreed that for a twelve month period following the date
of this Prospectus, they will not, without the prior written consent of the
Representative offer, sell, contract to sell, or otherwise dispose of any shares
of Common Stock of the Company or any securities convertible into, or
exercisable or exchangeable for Common Stock of the Company.

The Company has agreed to sell to the Representative or its designees, for
$10.00, common stock purchase warrants (the "Underwriters' Warrants")
exercisable for 164,000 shares of Common Stock and 164,000 Warrants at a
purchase price of 155% of the initial public offering prices for these
Securities. The Underwriters' Warrants may not be sold, transferred, assigned or
hypothecated, except to officers and directors of the Underwriters, for a period
of six months after the Effective Date, and is exercisable for four years
commencing one year from the Effective Date (or until the close of business five
years after the Effective Date) (the "Exercise Term"). During the Exercise Term,
the holders of the Underwriters' Warrants are given, at nominal cost, the
opportunity to profit from a rise in the market price of the Company's Common
Stock. To the extent that the Underwriters' Warrants are exercised, dilution of
the interests of the Company's stockholders will occur. Further, the terms on
which the Company will be able to obtain additional equity capital may be
adversely affected since the holders of the Underwriters' Warrants can be
expected to exercise it any time when the Company would, in all likelihood, be
able to obtain any needed capital on terms more favorable to the Company than
those provided in the Underwriters' Warrants. Any profit realized by the
Underwriters on the sale of the shares of Common Stock underlying the
Underwriters' Warrants may be deemed additional underwriting compensation. The
Company has also agreed to pay the Representative a non-accountable expense
allowance equal to 3% of the gross proceeds from the sale of the Securities
offered hereby of which $27,500 has been prepaid by the Company.

The Underwriters have been given certain "piggyback" and demand
registration rights with respect to the Common Stock underlying the
Underwriters' Warrants for a period of four years commencing one year from the
date of this Prospectus (or until the close of business five years after the
Effective Date). The exercise of any of such registration rights by the
Underwriters may result in dilution to the interest of the Company's
shareholders, hinder efforts by the Company to arrange future financing of the
Company and/or have an adverse effect on the market price of the Securities.

In connection with this Offering, certain Underwriters and selling group
members and their respective affiliates may engage in transactions that
stabilize, maintain or otherwise affect the market price of the Common Stock and
Warrants. Such transactions may include stabilization transactions effected in
accordance with Rule 104 of Regulation M, pursuant to which such persons may bid
for or purchase Common Stock or Warrants for the purpose of stabilizing their
respective market prices. The Underwriters also may create a short position for
the account of the Underwriters by selling more shares of Common Stock or
Warrants in connection with the Offering than they are committed to purchase
from the Company, and in such case may purchase shares of Common Stock or
Warrants in the open market following completion of the Offering to cover all or
a portion of such short position. The Underwriters may also cover all or a
portion of such short position by exercising the Over-Allotment Option. In
addition, the Representative, on behalf of the Underwriters, may impose "penalty
bids" under contractual arrangements with the Underwriters whereby it may
reclaim from an Underwriter (or dealer participating in the Offering) for the
account of other Underwriters, the selling concession with respect to shares of
Common Stock and Warrants that are distributed in the Offering but subsequently
purchased for the account of the Underwriters in the open market. Any of the
transactions described in this paragraph may result in the maintenance of the
price of the Common Stock and Warrants at a level above that which might
otherwise prevail in the open market. None of the transactions described in this
paragraph is required, and, if they are undertaken they may be discontinued at
any time.

The Company has agreed with the Representative that the Company will pay to
the Underwriters a warrant solicitation fee (the "Warrant Solicitation Fee")
equal to 5% of the exercise price of the Warrants which are exercised pursuant
to a solicitation of exercise of the warrants or in connection with a redemption
and to the extent not inconsistent with the guidelines of the NASD and the rules
and regulations of the Commission (including NASD Notice to Members 81-38). Such
Warrant Solicitation Fee will be paid to the

37
<PAGE> 39

Underwriters if (a) the market price of the Common Stock on the date that any
Warrant is exercised is greater than the exercise price of the Warrant; (b) the
exercise of such Warrant was solicited by the Underwriters; (c) prior specific
written approval for exercise is received from the customer if the Warrant is
held in a discretionary account: (d) disclosure of this compensation agreement
is made prior to or upon the exercise of such Warrant; (e) solicitation of the
exercise is not in violation of Regulation M of the Exchange Act; (f) the
Underwriters provided bona fide services in exchange for the Warrant
Solicitation Fee; and (g) the Underwriters have been specifically designated in
writing by the holders of the Warrants as the broker. Unless granted an
exemption by the Commission from Regulation M under the Exchange Act, the
Underwriters will be prohibited from engaging in any market making activities or
solicited brokerage activities with respect to the Securities for the period
from five business days prior to any solicitation by the Underwriters of the
exercise of any Warrant until the termination of such solicitation activity by
the Underwriters. The foregoing 5-day restriction period is reduced to one day
where the security has an average daily trading volume of $100,000 and the
public float for the issuer's equity securities is at least $25 million; and,
there is no restrictive period where the average daily trading volume of the
security is $1 million and the public float for the issuer's equity securities
is at least $150 million. As a result, the Underwriters may be unable to
continue to provide a market for the Securities during certain periods while the
Warrants are exercisable.

The Company has agreed that, for a period of five years following the
completion of this Offering, it will use its best efforts to cause the election
to its Board of Directors two designees of the Representative, provided that
such designees are reasonably acceptable to and approved by the Company.

The underwriting agreement provides the Representative with a preferential
right to underwrite and manage future public offerings by the Company of its
securities, if any, for a period of two years from the Effective Date.

The foregoing includes a summary of certain provisions of the Underwriting
Agreement which has been filed as an exhibit to the Registration Statement.

LEGAL MATTERS

The validity of the Securities being offered hereby will be passed upon for
the Company by Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., Orlando,
Florida. Certain matters are being passed upon for the Underwriters by Johnson &
Montgomery, Atlanta, Georgia.

EXPERTS

The financial statements of the Company at December 31, 1996, and for each
of the two years in the period ended December 31, 1996, appearing in this
Prospectus and in the Registration Statement, have been audited by Grant
Thornton LLP, independent certified public accountants, as set forth in their
report thereon (which includes an explanatory paragraph for a going concern
uncertainty) appearing elsewhere herein and in the Registration Statement, and
is included herein in reliance upon such report given upon the authority of such
firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is not presently a reporting company and does not file reports
or other information with the SEC. Upon effectiveness of the Registration
Statement filed with the SEC in connection with this Offering, the Company will
become a reporting company. Further, the Company will register its securities
under the Securities Exchange Act of 1934 ("Exchange Act"). Accordingly, upon
effectiveness of its Exchange Act registration, the Company will be subject to
the additional report requirements of the Exchange Act and in accordance
therewith will file reports, proxy statements and other information with the
SEC. In addition, after the effective date of this Offering, the Company intends
to furnish its shareholders with annual reports containing audited financial
statements and interim reports, in each case as it may determine to furnish or
as may be required by law. The year end of the Company is December 31 of each
year.

38
<PAGE> 40

The Company has filed with the Washington, D. C. Office of the SEC a
Registration Statement on Form SB-2 (with all amendments, exhibits and
schedules, thereto, the "Registration Statement") under the Securities Act of
which this Prospectus forms a part. This Prospectus does not contain all of the
information set forth in the Registration Statement, as permitted by the rules
and regulations of the SEC. For further information with respect to the Company
and the Securities offered hereby, reference is hereby made to such Registration
Statement. Statements contained in this Prospectus concerning the provisions or
contents of any contract or other document referred to herein are not
necessarily complete and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.

Copies of the Registration Statement may be inspected without charge at the
SEC's principal office at 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549; and at the following Regional Offices of the Commission, except that
copies of the exhibits may not be available at certain of the Regional Offices:
Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and New York Regional Office, 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of all or any part of such material may be obtained from
the SEC at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 upon
payment of certain fees prescribed by the SEC. The SEC maintains a worldwide web
site on the Internet at http://www.sec.gov that contains reports and other
information concerning the Company filed electronically with the SEC.

39
<PAGE> 41

AUTOMOTIVE ONE PARTS STORES, INC.

FINANCIAL STATEMENTS INDEX

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Certified Public Accountants.......... F-2
Balance Sheet............................................... F-3
Statements of Operations.................................... F-4
Statement of Shareholders' Equity........................... F-5
Statements of Cash Flows.................................... F-6
Notes to Financial Statements............................... F-7
</TABLE>

F-1
<PAGE> 42

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Automotive One Parts Stores, Inc.

We have audited the accompanying balance sheet of Automotive One Parts
Stores, Inc. as of December 31, 1996, and the related statements of operations,
shareholders' equity, and cash flows for each of the two years in the period
ended December 31, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Automotive One Parts Stores,
Inc. as of December 31, 1996 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company incurred a net loss of $1,037,968 during the year ended December 31,
1996 and, as of that date, the Company had a working capital deficiency of
approximately $1,847,000. Management currently does not believe that the 1997
operations will be able to generate sufficient cash flow in order to satisfy
obligations maturing July 31, 1997 totaling approximately $5,500,000 at May 15,
1997. These factors, among others as discussed in Note C to the financial
statements, raise substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regards to these matters, including an
initial public offering which is in process, are also described in Note C. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

GRANT THORNTON LLP

Tampa, Florida
May 14, 1997

The foregoing auditor's report is in the form which will be signed upon
consummation of the transaction described in paragraph 2 of Note A to the
financial statements.

Grant Thornton LLP
Tampa, Florida
May 14, 1997

F-2
<PAGE> 43

AUTOMOTIVE ONE PARTS STORES, INC.

BALANCE SHEET
DECEMBER 31, 1996

<TABLE>
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents................................... $ 32,124
Receivables
Trade accounts, less allowance for doubtful accounts of
$210,000............................................... 686,431
Note from vendor.......................................... 180,000
Employee and officer advances............................. 74,444
Inventories................................................. 5,575,768
Prepaid expenses............................................ 910
----------
Total current assets.............................. 6,549,677
PROPERTY AND EQUIPMENT, net................................. 3,352,443
OTHER ASSETS................................................ 49,349
----------
Total assets...................................... $9,951,469
==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt........................ $5,501,621
Checks written in excess of cash............................ 62,509
Accounts payable............................................ 2,356,045
Accrued expenses............................................ 267,557
Interest payable............................................ 209,139
----------
Total current liabilities......................... 8,396,871
LONG-TERM DEBT, less current portion........................ 1,174,621
COMMITMENTS AND CONTINGENCIES............................... --
SHAREHOLDERS' EQUITY
Preferred stock, $0.01 par value, 5,000,000 shares
authorized, none issued and outstanding................... --
Common stock, $0.01 par value, 20,000,000 shares authorized,
2,360,000 issued and outstanding.......................... 23,600
Additional paid-in capital.................................. 434,932
Accumulated deficit......................................... (78,555)
----------
Total shareholders' equity........................ 379,977
----------
Total liabilities and shareholders' equity........ $9,951,469
==========
</TABLE>

The accompanying notes are an integral part of this statement.

F-3
<PAGE> 44

AUTOMOTIVE ONE PARTS STORES, INC.

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Net sales................................................... $11,691,338 $12,094,341
Cost of goods sold.......................................... 7,689,551 8,075,176
----------- -----------
Gross profit.............................................. 4,001,787 4,019,165
Selling, general and administrative expenses................ 3,986,570 4,463,849
----------- -----------
Earnings (loss) from operations........................... 15,217 (444,684)
Other income (expense)
Rental income............................................. 165,245 191,804
Interest expense.......................................... (495,174) (785,088)
----------- -----------
Net loss.......................................... $ (314,712) $(1,037,968)
=========== ===========
Pro forma information
Historical net loss....................................... $ (314,712) $(1,037,968)
Income tax expense (benefit).............................. -- --
----------- -----------
Pro forma net loss........................................ $ (314,712) $(1,037,968)
=========== ===========
Pro forma net loss per common share....................... $ (0.13) $ (0.44)
=========== ===========
Weighted average common shares outstanding................ 2,360,000 2,360,000
=========== ===========
</TABLE>

The accompanying notes are an integral part of these statements.

F-4
<PAGE> 45

AUTOMOTIVE ONE PARTS STORES, INC.

STATEMENT OF SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995 AND 1996

<TABLE>
<CAPTION>
RETAINED
ADDITIONAL EARNINGS
COMMON PAID-IN (ACCUMULATED
STOCK CAPITAL DEFICIT) TOTAL
------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Balance at January 1, 1995........................ $23,600 $238,406 $ 1,274,125 $ 1,536,131
Contributed capital -- contribution of
inventory....................................... -- 196,526 -- 196,526
Net loss.......................................... -- -- (314,712) (314,712)
------- -------- ----------- -----------
Balance at December 31, 1995...................... 23,600 434,932 959,413 1,417,945
Net loss.......................................... -- -- (1,037,968) (1,037,968)
------- -------- ----------- -----------
Balance at December 31, 1996...................... $23,600 $434,932 $ (78,555) $ 379,977
======= ======== =========== ===========
</TABLE>

The accompanying notes are an integral part of this statement.

F-5
<PAGE> 46

AUTOMOTIVE ONE PARTS STORES, INC.

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31,

<TABLE>
<CAPTION>
1995 1996
----------- -----------
<S> <C> <C>
Increase (decrease) in cash
Cash flows from operating activities:
Net loss.................................................. $ (314,712) $(1,037,968)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
Depreciation and amortization.......................... 173,318 181,410
Interest expense added to principal.................... -- 231,684
Changes in assets and liabilities:
Trade accounts receivable............................ (118,047) 25,762
Employee and officer advances receivable............. (22,483) (51,961)
Inventories.......................................... (1,275,368) (646,563)
Other assets......................................... (33,710) 14,490
Accounts payable..................................... (1,887,386) 1,339,526
Accrued expenses..................................... (274,002) 102,547
Interest payable..................................... (10,668) 161,885
----------- -----------
Net cash provided by (used in) operating
activities...................................... (3,763,058) 320,812
----------- -----------
Cash flows from investing activities -- acquisition of
property and equipment.................................... (198,264) (248,186)
----------- -----------
Cash flows from financing activities:
Net change in checks written in excess of cash............ 106,375 (43,866)
Proceeds from long-term debt.............................. 5,662,992 368,377
Repayments of long-term debt.............................. (1,922,943) (411,047)
----------- -----------
Net cash provided by (used in) financing
activities...................................... 3,846,424 (86,536)
----------- -----------
Net decrease in cash........................................ (114,898) (13,910)
Cash, beginning of year..................................... 160,932 46,034
----------- -----------
Cash, end of year........................................... $ 46,034 $ 32,124
=========== ===========
Supplemental cash flow information:
Cash paid for interest.................................... $ 505,842 $ 391,519
=========== ===========
</TABLE>

Non-cash financing activities:

During 1996, approximately $232,000 of interest payable was added to the
principal of the note payable.

During 1995, approximately $197,000 of inventory was contributed by a
related party to the Company.

The accompanying notes are an integral part of these statements.

F-6
<PAGE> 47

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1996

NOTE A -- DESCRIPTION OF ORGANIZATION AND BUSINESS

BUSINESS

Automotive One Parts Stores, Inc. (the "Company") was incorporated in
Florida in November 1978. The Company is a specialty supplier and retailer of
automotive replacement parts, tools, supplies, equipment and accessories to both
professional installers and, do-it-yourself customers throughout the Central
Florida area.

In connection with the planned initial public offering, the Board of
Directors plans to increase the Company's Common Stock authorized from 100
shares of $1.00 par value to 20,000,000 shares of $0.01 par value Common Stock.
The Company's increase in the issued and outstanding Common Stock will be
effected through a stock split whereby each share of common stock will be
exchanged for 23,600 shares of new Common Stock. All share and per share data
presented herein have been retroactively restated for all periods in
contemplation of this planned transaction.

NOTE B -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN FINANCIAL STATEMENTS

In preparing financial statements in conformity with generally accepted
accounting principles, management makes estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements, as well as the
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CASH EQUIVALENTS

The Company considers all highly liquid investments with an original
maturity of three months or less to be cash equivalents. There were no cash
equivalents at December 31, 1996.

INVENTORIES

Inventories are stated at the lower of cost or market. Cost is principally
determined by the first-in, first-out (FIFO) method.

PROPERTY AND EQUIPMENT, NET

Property and equipment are recorded at cost less accumulated depreciation
and amortization. Depreciation and amortization are provided for using the
straight-line or declining balance methods over the estimated service lives of
the assets. Accelerated methods are used for tax purposes.

Expenditures for additions, major renewals or betterments are capitalized
and expenditures for repairs and maintenance are charged to earnings as
incurred.

DEFERRED OFFERING COSTS

Deferred offering costs, which are included in other assets at December 31,
1996, amounted to approximately $31,000. These costs consist of legal and
accounting fees and other direct costs attributable to the Company's planned
initial public offering. These costs are being deferred until the proceeds from
the offering have been received, at which time they will be charged against the
gross proceeds. If the offering is not successful, the costs will be charged to
earnings.

F-7
<PAGE> 48

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

ADVERTISING

The Company expenses its share of all advertising costs as such costs are
incurred. The portion of advertising expenditures which are to be recovered from
vendors and other cooperative programs are recorded as receivables. The Company
does not defer any portion of its share of advertising costs. During the years
ended December 31, 1995 and 1996 the Company incurred advertising costs of
approximately $73,000 and $76,000, respectively.

INCOME TAXES

The Company is taxed as an S Corporation under the provisions of the
Internal Revenue Code. As such, the Company's taxable income is includable in
the individual income tax returns of its stockholders for federal and state
income tax purposes. Accordingly, no provisions for federal and state income
taxes have been recorded in the accompanying historical financial statements.

In conjunction with the completion of the initial public offering, the
Company will terminate its S Corporation election and become subject to
corporate income taxes from that date forward (See Note I).

CONCENTRATION OF RISK

The Company grants credit to customers who meet pre-established credit
requirements. The Company does not require collateral when trade credit is
granted to customers. Credit losses are provided for in the financial statements
and have consistently been within management's expectations.

Currently, the Company purchases most of its inventory from one vendor. A
sufficient number of other suppliers and/or manufacturers could supply the same
inventory. A disruption of this vendor relationship, or a material reduction in
any of the terms of purchase, advertising, incentive or other programs, would
likely materially, adversely affect the Company's business.

IMPAIRMENT OF LONG-LIVED ASSETS

Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and Long-Lived Assets to be Disposed Of ("SFAS"). Under SFAS No. 121, impairment
losses on long-lived assets are recognized when indicators of impairment are
present and the undiscounted cash flows estimated to be generated by those
assets are less than the assets' carrying amounts. The impairment loss is equal
to the difference between the carrying amount of the long-lived asset and the
estimated fair value of such asset. SFAS No. 121 also addresses the accounting
for long-lived assets that are expected to be disposed of. The adoption of SFAS
No. 121 by the Company did not result in an impairment loss. The Company did not
incur an impairment loss during the year ended December 31, 1996.

STOCK BASED COMPENSATION

F-8
<PAGE> 49

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

implemented effective January 1, 1996. The implementation of SFAS No. 123 did
not have a material effect on the Company's financial statements.

NEW ACCOUNTING PRONOUNCEMENT

NOTE C -- REALIZATION OF ASSETS

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going concern. Continuation of the Company as a going concern
contemplates the realization of assets and settlement of liabilities and
commitments in the normal course of business. However, the Company had a net
loss of $1,037,968 for the year ended December 31, 1996 and a working capital
deficiency of $1,847,194 at December 31,1996. In addition, the Company was in
default under the terms of its indebtedness to APS, Inc. ("APS") and Autoparts
Finance Company, Inc. ("AFCO"), an affiliate of APS, at December 31, 1996. In
February 1997, the Company entered into a Loan Modification Agreement with APS
and AFCO whereby the maturity date on such indebtedness was extended to not
later than July 31, 1997, (See Note E). The Company is not currently able to
generate sufficient cash flows from its existing operations to repay the amounts
due to APS and AFCO by the maturity date of such indebtedness. These factors,
among others, raise substantial doubt about the ability of the Company to
continue as a going concern.

Management recognizes that the Company must generate additional financial
resources and reduce operating costs to continue its operations as follows:

- The Company is in the process of completing an initial public offering
of its Common Stock in order to generate sufficient proceeds to repay
APS and AFCO and to finance the acquisition of additional auto parts
stores.

- The Company is evaluating its current network of store locations in
order to determine the most advantageous number and location of its
stores in order to effectively and efficiently serve the central
Florida market, its primary service area. To date the Company has
identified four existing stores that can be merged into two store
locations.

- The Company has begun to institute certain cost containment measures
in order to reduce its current level of selling, general and
administrative expenses. Management cannot presently determine the
financial impact of these cost containment measures, however, it
believes such cost containment measures will not have an impact on the
services provided to its customers.

If the Company is not successful in completing its planned initial public
offering or is unable to obtain alternative financing in order to repay APS and
AFCO, APS and AFCO could foreclose on substantially all the assets of the
Company.

In view of the matters described in the preceding paragraphs,
recoverability of a substantial portion of the recorded asset amounts shown in
the accompanying balance sheet is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to generate
sufficient proceeds from its planned initial public offering to repay its
obligations to APS and AFCO, and to succeed in its future operations. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset and liability amounts that
might be necessary should the Company be unable to continue in existence.

F-9
<PAGE> 50

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE D -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following at December 31, 1996:

<TABLE>
<CAPTION>
LIFE
(YEARS)
-------
<S> <C> <C>
Land........................................................ $1,613,123
Buildings................................................... 2,808,295 40
Vehicles.................................................... 1,067,303 3-5
Equipment................................................... 825,535 5
Computer equipment.......................................... 243,291 2
Furniture and fixtures...................................... 39,151 5-7
----------
6,596,698
Less: accumulated depreciation and amortization............. 3,244,255
----------
$3,352,443
==========
</TABLE>

NOTE E -- LONG-TERM DEBT

Long-term debt at December 31, 1996, consists of the following:

MORTGAGE LOANS

<TABLE>
<S> <C>
Various notes payable; maturing between December 1997 and
March 2010, varying interest rates ranging from 7.00% to
12.95% per annum, due in monthly installments of $19,461
including interest; collateralized by real property......... $1,129,418
Adjustable rate note payable to AFCO, interest at the prime
rate plus 2.00% per annum (10.25% at December 31, 1996)
principal and interest due and payable not later than July
31, 1997; collateralized by real property, inventory,
equipment, and all other assets of the Company.............. 2,465,467
Note payable to APS; 10.00% interest per annum, principal
and interest due and payable not later than July 31, 1997;
collateralized by real property, inventory, equipment, and
all other assets of the Company............................. 2,666,679
VEHICLE LOANS
7.25% to 11.00% notes payable to banks; due in monthly
installments of $5,436 including interest through October
1999; collateralized by vehicles............................ 112,859
INVENTORY LOANS
9.00% note payable to a vendor; payable in monthly
installments of $5,612, including interest through February
1, 1998; collateralized by inventory........................ 74,322
UNSECURED LOANS
7.50% unsecured demand note payable to an individual; due in
monthly installments of $500 plus accrued interest, through
August 2002................................................. 34,000
10.00% to 12.00% unsecured demand notes payable to
individuals; principal due on demand with quarterly payments
of accrued interest......................................... 126,497
</TABLE>

F-10
<PAGE> 51

<TABLE>
<S> <C>
RELATED PARTY LOANS
12.00% unsecured demand note payable to an individual; with
interest in the amount of $650 due in monthly
installments................................................ 65,000
Non-interest bearing demand notes payable to an officer..... 2,000
----------
Total long-term debt.............................. 6,676,242
Less current portion.............................. 5,501,621
----------
$1,174,621
==========
</TABLE>

Aggregate maturities of long-term obligations are as follows for the years
ending December 31,

<TABLE>
<S> <C>
1997........................................................ $5,501,621
1998........................................................ 148,343
1999........................................................ 112,597
2000........................................................ 108,000
2001........................................................ 118,509
Thereafter.................................................. 687,172
----------
$6,676,242
==========
</TABLE>

The note payable to APS ("APS Note") matured on October 24, 1996 and had
not been repaid by the Company as of December 31, 1996. In addition, the Company
ceased making scheduled payments on the adjustable rate note due to AFCO ("AFCO
Note") during the year ended December 31, 1996. As a result of these conditions,
the Company was in default of these obligations along with its trade accounts
payable balance due to APS of approximately $1,333,000 at December 31, 1996. As
a result of the default on its indebtedness to APS and AFCO, the Company
incurred an additional default interest charge on such indebtedness totaling
approximately $113,000 at December 31, 1996.

On February 20, 1997, the Company entered into a Loan Modification
Agreement with APS and AFCO. Under the terms of this agreement, the APS Note and
AFCO Note will continue to accrue interest at their specific contractual
interest rates, however, no payments of principal and interest will be required
until the maturity date. The maturity date is the earlier of the date the
Company receives proceeds from its planned initial public offering of shares of
its Common Stock, or July 31, 1997. In addition, from the date of the Loan
Modification Agreement and the maturity date, the Company is required to pay APS
before the close of business on Monday of each week an amount equal to the
preceding week's purchases of merchandise from APS.

The Company's compliance with the financial covenants under the terms of
the original loan agreements with APS and AFCO were waived under the terms of
the Loan Modification Agreement. The Loan Modification Agreement contains
certain financial and other covenants that, among other things, require the
Company to: 1) make timely payments to APS for its merchandise purchases; 2)
file a Registration Statement with the Securities and Exchange Commission in
connection with the Company's planned initial public offering by May 31, 1997
and 3) complete its planned initial public offering by July 31, 1997. Failure to
comply with the covenants included in the Loan Modification Agreement would
cause the Company to be in default under the terms of such agreement. Should
such default occur APS and AFCO could foreclose on the Company's assets
collateralizing the APS Note and AFCO Note. As long as the Company complies with
the terms of the Loan Modification Agreement and repays by the maturity date,
the outstanding principal and accrued and unpaid interest amounts due under the
APS Note and AFCO Note, along with certain amounts due APS for merchandise
purchases, the default interest charge due to APS and AFCO will be waived. As of
May 14, 1997, the Company was in compliance with the terms of the Loan
Modification Agreement. The

F-11
<PAGE> 52

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

APS Note and AFCO Note balances are included in the current portion of long-term
debt as of December 31, 1996.

NOTE F -- SHAREHOLDERS' EQUITY

PREFERRED STOCK

The Board of Directors is authorized, without further shareholder action,
to divide any or all shares of the authorized Preferred Stock into series and to
fix and determine the designation, preferences, privileges, options or other
special rights, and qualifications, limitations, or restrictions thereon, of any
series so established, including voting powers, dividend rights, liquidation
preferences, redemption rights, and conversion privileges. In May 1997, the
Board has authorized 5,000,000 shares of $0.01 par value preferred stock. No
shares of Preferred Stock have been issued and there are no plans, agreements or
understandings for the issuance of any shares of Preferred Stock.

COMMON STOCK

In connection with its planned public offering, the Company plans to effect
a stock split (See Note A).

In August 1996, in conjunction with a consulting arrangement with a
consulting company, the Company granted the consulting company a warrant to
purchase 42,000 shares of its Common Stock at an exercise price of $0.25 a
share, exercisable upon the completion of the Company's planned initial public
offering. The fair value of the warrants, which approximates $25,000, was based
on the agreed upon value of the contracted services to be rendered by this
consulting company in connection with the Company's planned initial public
offering.

STOCK OPTION PLAN

In May 1997, the Company established a 1997 Employee Stock Option Plan (the
"Plan") under which 500,000 shares of Common Stock have been reserved for
issuance upon exercise of stock options. The Plan is designed to serve as an
incentive for retaining qualified and competent employees. The Company's Board
of Directors, or a committee thereof (the "Committee"), will administer and
interpret the Plan and will be authorized to grant options thereunder to all
eligible employees of the Company, including officers and directors (whether or
not employees) of the Company and consultants.

The Plan provides for the granting of both incentive stock options and
non-qualified stock options. Options will be granted under the Plan on such
terms and at such prices as determined by the Committee, except that the per
share exercise price of incentive stock options cannot be less than the fair
market value of the Common Stock on the date of grant and the per share exercise
price of non-qualified stock options will not be less than par value on the date
of grant. Each option will be exercisable after the period or periods specified
in the option agreement, but no option can be exercised until six months after
the date of grant or after the expiration of 10 years from the date of grant.
Options granted under the Plan will not be transferable other than by will or by
the laws of descent and distribution.

F-12
<PAGE> 53

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE G -- COMMITMENTS AND CONTINGENCIES

PURCHASE COMMITMENTS

In 1995, the Company entered into a product purchase agreement with APS, a
national distributor of replacement auto parts. Under the terms of this
agreement, the Company agreed, for a fifteen-year period commencing on January
1, 1995, to purchase 75% of the resale merchandise inventory from APS, less
certain exceptions and not perform a bulk transfer of assets nor transfer its
leasehold interests in properties where it conducts business without giving APS
a 45-day written notice and giving APS the right of first refusal. In February
1997, in connection with the modification of the Company's loan agreements (see
Note E) with APS and AFCO in February 1997; the Company and APS amended the
product purchase agreement. Under the terms of this amended agreement, the term
of the agreement was reduced from fifteen years to five years. In addition, the
period required to provide APS with written notice of the Company's intent to
bulk transfer its assets and/or transfer its leasehold interests was reduced
from 45 days to 20 days. Purchases under the agreement with APS aggregated
approximately $4.5 million in both 1995 and 1996.

The Company has a $180,000 agreement with APS for the reimbursement of
costs incurred by the Company to refurbish certain of its store locations. Such
costs were incurred by the Company in connection with the execution of the
product purchase agreement with APS.

LEASES

The Company leases two of its stores under month-to-month leases. All other
facilities are owned by the Company. The Company also leases an insignificant
amount of equipment.

LITIGATION

The Company is engaged in certain lawsuits as a plaintiff and defendant,
arising from the ordinary course of business. In the opinion of management, the
ultimate outcome of these lawsuits should not have a material impact on the
Company's financial position.

NOTE H -- RELATED PARTY TRANSACTIONS

The Company makes advances to and borrows money from officers, shareholders
and family members from time to time. As discussed in Note E above, the Company
owed $67,000 to these individuals at December 31, 1996. In addition, these
individuals owed the Company $70,384 at December 31, 1996.

During the year ended December 31, 1995 the son of the principal
shareholder of the Company contributed inventory to the Company that had a
carrying value (cost) to the son of $196,526, which also approximated the fair
value of such inventory.

Subsequent to December 31, 1996, the principal shareholder of the Company
loaned $500,000 to the Company for operations. The loan plus out-of-pocket costs
and interest payments made by such individual are to be repaid from the proceeds
of the Company's planned initial public offering.

At December 31, 1996 the company had outstanding indebtedness to a director
candidate of $95,000 at an interest rate of 10.0% per annum. The Company plans
to repay such indebtedness, including any accrued and unpaid interest from the
proceeds of the Company's planned initial public offering.

F-13
<PAGE> 54

AUTOMOTIVE ONE PARTS STORES, INC.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE I -- PRO FORMA INFORMATION

PRO FORMA INCOME TAXES

In conjunction with the completion of its planned initial public offering,
the Company will terminate its S Corporation election and become subject to
corporate income taxes from that date forward.

The statements of operations for all periods presented reflect the pro
forma effect on income taxes (benefits) as if the Company's losses had been
subjected to federal and state income taxes as a C Corporation.

In the determination whether to recognize any tax benefits from the
Company's operating losses on a pro forma basis, management considered the
Company's history of net operating losses. During the two years ended December
31, 1996, the Company incurred a cumulative net loss of $1,352,680. Management
believes using the more likely than not criteria established by SFAS No. 109,
Accounting for Income Taxes, that no tax benefits should be recognized for any
reported period.

Reconciliation of the federal statutory income tax rate of 34% to the
effective income tax rate reflected herein is as follows:

<TABLE>
<CAPTION>
1995 1996
----- -----
<S> <C> <C>
Federal income tax (benefit) at statutory rates............. (34.0)% (34.0)%
State income taxes, net of Federal benefit.................. (3.3) (3.3)
Net operating losses, not currently utilizable.............. 37.3 37.3
----- -----
Income tax expense.......................................... -- --
===== =====
</TABLE>

Since the Company's cumulative net operating losses have passed directly to
its S Corporation shareholders, the losses will not be available to the Company
upon conversion to C Corporation status.

At December 31, 1995 and 1996, there were differences between the bases for
the Company's assets and liabilities as reported for income tax return purposes
and as reported for financial statement purposes. The aggregate bases difference
at these dates are not material to the Company (principally accrued vacation,
depreciation and inventory).

PRO FORMA NET LOSS PER COMMON SHARE

Pro forma net loss per share is computed by dividing pro forma net loss by
the weighted average number of shares of common stock outstanding during the
period (see Note A). Pro forma net loss includes a pro forma provision for
income taxes assuming the Company had been subject to income taxes during the
period it was an S Corporation for income tax purposes. The warrant issued to
the consulting company is considered to be common stock equivalents. Pro forma
net loss per share does not include the assumed exercise of these warrant since
the inclusion would have been anti-dilutive.

The Company is contemplating an initial public offering of which
approximately $5.5 million of the total proceeds therefrom will be used to pay
down or retire debt. The supplementary pro forma loss per common share for 1996
as if this debt was retired January 1, 1996, would be $(.15) a share (assuming
3,295,590 weighted average common shares outstanding).

NOTE J -- FAIR VALUE OF FINANCIAL INSTRUMENTS

At December 31, 1996, the carrying amount of cash, accounts receivable,
accounts payable and accrued expenses approximate fair value because of the
short-term maturities of these items.

The carrying amounts of current and long-term portions of debt approximate
fair market value since the interest rates on these instruments generally
approximate market interest rates.

F-14
<PAGE> 55

======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, OR ANY UNDERWRITER OR BROKER/DEALER. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,
CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY DATE SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY BY ANY PERSON
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR
TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUMMARY....................
RISK FACTORS..........................
USE OF PROCEEDS.......................
DILUTION..............................
CAPITALIZATION........................
DIVIDEND POLICY.......................
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.......................
INDUSTRY OVERVIEW.....................
BUSINESS..............................
MANAGEMENT............................
BENEFICIAL OWNERSHIP OF PRINCIPAL
STOCKHOLDERS AND MANAGEMENT.........
CERTAIN TRANSACTIONS..................
DESCRIPTION OF SECURITIES.............
SHARES ELIGIBLE FOR FUTURE SALE.......
UNDERWRITING..........................
LEGAL MATTERS.........................
EXPERTS...............................
AVAILABLE INFORMATION.................
</TABLE>

------------------
UNTIL 1997 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL
DEALERS EFFECTING TRANSACTIONS IN THE REGISTERED SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

======================================================

1,640,000 SHARES
OF COMMON STOCK

AND

1,640,000 REDEEMABLE
COMMON STOCK
PURCHASE WARRANTS

AUTOMOTIVE ONE PARTS
STORES, INC.

-------------------------
PROSPECTUS
-------------------------

ARGENT SECURITIES, INC.

, 1997

======================================================
<PAGE> 56

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has authority under the Florida Business Corporation Act to
indemnify its directors and officers to the extent provided in such statute. The
Registrant's Articles of Incorporation provide that the Registrant shall
indemnify its executive officers and directors to the fullest extent permitted
by law either now or hereafter. The Registrant is also entering into an
agreement with each of its directors and certain of its officers wherein it is
agreeing to indemnify each of them to the fullest extent permitted by law. In
general, Florida law permits a Florida corporation to indemnify its directors,
officers, employees and agents, and persons serving at the corporation's request
in such capacities for another enterprise against liabilities arising from
conduct that such persons reasonably believed to be in, or not opposed to, the
best interest of the corporation and, with respect to any criminal action or
proceeding, had not reasonable cause to believe their conduct was unlawful.

The provisions of the Florida Business Corporation Act that authorize
indemnification do not eliminate the duty of care of a director and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of nonmonetary relief will remain available under Florida law. In addition, each
director will continue to be subject to liability for (a) violations of the
criminal law, unless the director had reasonable cause to believe his conduct
was lawful or had no reasonable cause to believe his conduct was unlawful, (b)
deriving an improper personal benefit from a transaction, (c) voting for or
assenting to an unlawful distribution, and (d) willful misconduct or a conscious
disregard for the best interests of the Registrant in a proceeding by or in the
right of the Registrant to procure a judgment in its favor or in a proceeding by
or in the right of a shareholder. The statute does not affect a director's
responsibilities under any other law, such as the Federal securities laws or
state or Federal environmental laws.

At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought from the Registrant, nor is the Registrant aware of any threatened
litigation that may result in claims for indemnification from the Registrant by
any officer or director.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fee............................................ 9,582
National Association of Securities Dealers, Inc............. 2,500*
NASDAQ listing fee.......................................... 10,000*
Boston Stock Exchange Listing Fee........................... 15,000*
Printing and engraving expenses............................. 65,000*
Accounting fees and expenses................................ 50,000*
Legal fees and expenses..................................... 150,000*
Blue sky fees and expenses.................................. 65,000*
Transfer agent and registrar fees........................... 7,500*
Underwriters' non-accountable expense allowance (assuming no
exercise of over-allotment option)........................ 301,350
Miscellaneous............................................... 20,068*
--------
Total............................................. $696,000
========
</TABLE>

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

* Estimated expenses.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

The Gentry family referenced in this registration statement received their
stock as founders shares.

II-1
<PAGE> 57

ITEM 27. EXHIBITS

The following exhibits are filed as part of this registration statement:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------- -------------------
<S> <C>
1.1 Form of Underwriting Agreement*
3.1 Form of Amended and Restated Articles of Incorporation
3.2 Form of Amended and Restated ByLaws
4.1 Form of Underwriters' Warrants*
4.2 Specimen of Common Stock Certificate*
4.3 Specimen of Redeemable Common Stock Purchase Warrant*
4.4 Form of Warrant Agreement between the Company and American
Stock Transfer & Trust Company*
5 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P. A., Counsel for the Company*
10.1 1997 Stock Option Plan
10.2 Promissory Note in the principal amount of $2,450,000 in
favor of A. P. S., Inc.
10.3 Promissory Note in the principal amount of $2,500,000 in
favor of Autoparts Finance Company, Inc.
10.4 Loan Agreement between the Company, Autoparts Finance
Company, Inc., and A.P.S., Inc.
10.4.1 Loan Modification Agreement between the Company, A.P.S.,
Inc., and Autoparts Finance Company, Inc.
10.5 Amended and Restated Guaranty Agreement between Robert H.
Gentry, III and Janice Sue Gentry, his wife, A.P.S., Inc.
and Autoparts Finance Company, Inc.
10.6 Product Purchase Agreement, between A.P.S., Inc. and the
Company.
10.6.1 First Amendment to Product Purchase Agreement dated February
20, 1997 between A.P.S., Inc. and the Company.
10.7 Form of Indemnification Agreement between the Company and
Indemnitee.
10.8 Employment Agreement between the Company and Robert H.
Gentry, III.
23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Greenberg Traurig Hoffman Lipoff Rosen & Quentel,
P. A. (included in Exhibit 5).*
27 Financial Data Schedule (for SEC use only).
</TABLE>

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

* To be filed by amendment.

ITEM 28. UNDERTAKINGS.

(a) The small business issuer will:

(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Act");

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered, (if
the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

II-2
<PAGE> 58

(2) For determining liability under the Act, treat each post-effective
amendment as a new registration statement of the securities offered, and
the offering of the securities at that time to be the initial bona fide
offering.

(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.

(b) The small business issuer will provide to the underwriter at the
closing specified in the underwriting agreement certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the small business issuer in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

(d) The small business issuer will:

(1) For determining any liability under the Act, treat the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the small business issuer under Rule 424(b)(l) or (4) or 497(h)
under the Act as part of this registration statement as of the time the
Commission declared it effective.

(2) For determining any liability under the Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration
statement, and that offering of the securities at that time as the initial
bona fide offering of those securities.

II-3
<PAGE> 59

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form SB-2 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Orlando,
State of Florida, on May 15, 1997.
AUTOMOTIVE ONE PARTS STORES, INC.

By: /s/ ROBERT H. GENTRY, III
------------------------------------
Robert H. Gentry, III
President and Chief Executive
Officer

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>

/s/ ROBERT H. GENTRY, III Sole Director, President, and May 15, 1997
- ----------------------------------------------------- Chief Executive Officer
Robert H. Gentry, III
</TABLE>

II-4
<PAGE> 60
<TABLE>
<CAPTION>
EXHIBIT INDEX

Exhibit
Number Exhibit Description Page
- ------ ------------------- ----
<S> <C> <C>
3.1 Form of Amended and Restated Articles of Incorporation

3.2 Form of Amended and Restated Bylaws

10.1 1997 Stock Option Plan

10.2 Promissory Note in the principal amount of $2,450,000 in
favor of A.P.S., Inc.

10.3 Promissory Note in the principal amount of $2,500,000 in
favor of Autoparts Finance Company, Inc.

10.4 Loan Agreement between the Company, Autoparts Finance
Company, Inc., and A.P.S., Inc.

10.4.1 Loan Modification Agreement between the Company, A.P.S., Inc. and
Autoparts Finance Company, Inc.

10.5 Amended and Restated Guaranty Agreement between Robert H.
Gentry, III and Janice Sue Gentry, his wife, A.P.S., Inc. and
Autoparts Finance Company, Inc.

10.6 Product Purchase Agreement between A.P.S., Inc. and the Company.

10.6.1 First Amendment to Product Purchase Agreement dated February 20, 1997
between A.P.S., Inc. and the Company.

10.7 Form of Indemnification Agreement between the Company and
Indemnitee.

10.8 Employment Agreement between the Company and Robert H. Gentry, III.

23.1 Consent of Independent Certified Public Accountants

27 Financial Data Schedule (for SEC use only).
</TABLE>

<PAGE> 1
EXHIBIT 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

AUTOMOTIVE ONE PARTS STORES, INC.

I, Robert H. Gentry, III, being the President of Automotive One Parts
Stores, Inc., a Florida corporation (the "Corporation" or the "Company"), hereby
certifies:

1. The name of the Corporation is Automotive One Parts Stores, Inc. The
name under which the Corporation was incorporated on November 16, 1978 was
"Automotive Parts Service of Florida, Inc." Pursuant to Articles of Amendment,
effective October 19, 1982, the Corporation changed its name to Automotive I
Parts Service, Inc. Thereafter, effective January 28, 1988 pursuant to a second
set of Articles of Amendment, the Corporation changed its name again to
"Automotive One Parts Stores, Inc."

2. The text of the Articles of Incorporation is hereby amended and restated
to read in its entirety as follows:

ARTICLE I - NAME

The name of the Corporation is Automotive One Parts Stores, Inc.

ARTICLE II - PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the Florida Business Corporation
Act.

ARTICLE III - PRINCIPAL OFFICE

The principal place of business and mailing address of the Corporation is
P.O. Box 992, 701 West Church Street, Orlando, Florida 32802.

<PAGE> 2

ARTICLE IV - REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of
Florida is 1201 Hays Street, Tallahassee, Florida 32301. The name of its
registered agent at that address is The Corporation Service Company.

ARTICLE V - CAPITAL STOCK

The aggregate number of shares of capital stock which the Corporation has
authority to issue is 25,000,000 shares, which shall consist of 20,000,000
shares of common stock, $.01 par value ("Common Stock"), and 5,000,000 shares of
preferred stock, $.01 par value ("Preferred Stock"). Each share of common stock
of this Corporation of the par value of $1.00 outstanding when this paragraph
becomes effective, shall be reclassified as and changed into 23,600 fully paid
and non-assessable common shares of $.01 par value (the "Reclassified Shares"),
which shall be included in the 20,000,000 shares of Common Stock herein
authorized. The stated capital applicable to the Reclassified Shares resulting
from such reclassification and change of each such outstanding share shall, when
this paragraph becomes effective, be the same as the stated capital then
applicable to such outstanding share. No shareholder of any stock of this
Corporation shall have preemptive rights. There shall be no cumulative voting by
the shareholders of the Corporation.

A. Common Stock. Subject to the preferential dividend rights applicable
to shares of any series of Preferred Stock, the holders of shares of Common
Stock shall be entitled to receive such dividends as may be declared by the
Board of Directors. In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, after distribution in full of the
preferential amounts to be distributed to the holders of shares of the Preferred
Stock, the holders of shares of the Common Stock shall be entitled to receive
all of the remaining assets of the Corporation available for distribution to its
shareholders, ratably in proportion to the number of shares of the Common Stock
held by them. Each share of Common Stock shall have one (1) vote on all matters
that are submitted to shareholders for vote.

B. Preferred Stock. The Preferred Stock may be issued by the Board of
Directors, from time to time, in one or more series. Authority is hereby vested
solely in the Board of Directors of the Corporation to provide, from time to
time, for the issuance of Preferred Stock in one or more series and in
connection therewith to determine without shareholder approval, the number of
shares to be included and such of the designations, powers, preferences, and
relative rights and the qualifications, limitations, and restrictions of any
such series, including, without limiting the generality of the foregoing, any of
the following provisions with respect to which the Board of Directors shall
determine to make affirmative provision:

2
<PAGE> 3

1. The designation and name of such series and the number of shares
that shall constitute such series;

2. The annual dividend rate or rates payable on shares of such series,
the date or dates from which such dividends shall commence to accrue, and the
dividend payment dates for such dividends;

3. Whether dividends on such series are to be cumulative or
noncumulative, and the participating or other special rights, if any, with
respect to the payment of dividends;

4. Whether such series shall be subject to redemption and, if so, the
manner of redemption, the redemption price or prices and the terms and
conditions on which shares of such series may be redeemed;

5. Whether such series shall have a sinking fund or other retirement
provisions for the redemption or purchase of shares of such series, and, if so,
the terms and amount of such sinking fund or other retirement provisions and the
extent to which the charges therefore are to have priority over the payment of
dividends on or the making of sinking fund or other like retirement provisions
for shares of any other series or over the payment of dividends on the Common
Stock;

6. The amounts payable on shares of such series on voluntary or
involuntary dissolution, liquidation, or winding up of the affairs of the
corporation and the extent to which such payment shall have priority over the
payment of any amount on voluntary or involuntary dissolution, liquidation, or
winding up of the affairs of the corporation on shares of any other series or on
the Common Stock;

7. The terms and conditions, if any, on which shares of such series
may be converted into, or exchanged for, shares of any other series or of Common
Stock;

8. The extent of the voting powers, if any, of the shares of such
series;

9. The stated value, if any, for the shares of such series, the
consideration for which shares of such series may be issued and the amount of
such consideration that shall be credited to the capital account; and

10. Any other preferences and relative, participating, optional, or
other special rights, and qualifications, limitations or restrictions thereof,
or any other term or provision of shares of such series as the Board of
Directors may deem appropriate or desirable.

The Board of Directors is expressly authorized to vary the provisions
relating to the foregoing matters between the various series of Preferred Stock.

3
<PAGE> 4

All shares of Preferred Stock of any one series shall be identical in
all respects with all other shares of such series, except that shares of any one
series issued at different times may differ as to the dates from which dividends
thereon shall be payable, and if cumulative, shall cumulate.

Shares of any series of Preferred Stock that shall be issued and
thereafter acquired by the Corporation through purchase, redemption (whether
through the operation of a sinking fund or otherwise), conversion, exchange, or
otherwise, shall, upon appropriate filing and recording to the extent required
by law, have the status of authorized and unissued shares of Preferred Stock and
may be reissued as part of such series or as part of any other series of
Preferred Stock. Unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, the number of
authorized shares of stock of any series of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by
resolution or resolutions of the Board of Directors and appropriate filing and
recording to the extent required by law. In case the number of shares of any
such series of Preferred Stock shall be decreased, the shares representing such
decrease shall, unless otherwise provided in the resolution or resolutions of
the Board of Directors providing for the issuance thereof, resume the status of
authorized but unissued shares of Preferred Stock, undesignated as to series.

ARTICLE VI - DIRECTORS

A. Number and Term of Directors. The Corporation's Board shall consist of
not less than three (3) nor more than nine (9) members, with the exact number to
be fixed from time to time by resolution of the Board. No decrease in the number
of directors shall have the effect of shortening the term of any incumbent
director. The Board shall be divided into three classes, Class I, Class II and
Class III with the directors of each class to be elected for a staggered term of
three (3) years and to serve until their successors are duly elected and
qualified or until their earlier resignation, death or removal from office. The
number of directors elected to each class shall be as nearly equal in number as
possible. The Board shall apportion any increase or decrease in the number of
directorships among the classes so as to make the number of directors in each
class as nearly equal as possible.

B. Director Vacancies. Whenever any vacancy on the Board shall occur due to
death, resignation, retirement, disqualification, removal, increase in the
number of directors or otherwise, a majority of directors in office, although
less than a quorum of the entire Board, may fill the vacancy or vacancies for
the balance of the unexpired term or terms, at which time a successor or
successors shall be duly elected by the shareholders and qualified.
Notwithstanding the provisions of any other Article herein, only the remaining
directors of the Corporation shall have the authority, in accordance with the
procedure stated above, to fill any vacancy that exists on the Board for the
balance of the unexpired term or terms. The Company's shareholders shall not,
and shall have no power to, fill any vacancy on the Board.

4
<PAGE> 5

C. Shareholder Nominations of Director Candidates. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of the Board by any nominating committee or person appointed by
the Board or by any shareholder of the Corporation entitled to vote for the
election of directors at such meeting who complies with the procedures set forth
in this Section C; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at a special meeting, other than nominations made by or at the
direction of the Board, shall be made pursuant to notice in writing delivered to
or mailed and received at the principal executive offices of the Corporation not
later than the close of business on the fifth (5th) day following the date on
which notice of such meeting is given to shareholders or made public, whichever
first occurs. Nominations of persons for election at an annual meeting, other
than nominations made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth the following information: (a) as to each person whom the shareholder
proposes to nominate for election or re-election as a director at the annual
meeting, (i) the name, age, business address and residence address of the
proposed nominee, (ii) the principal occupation or employment of the proposed
nominee, (iii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the proposed nominee, and (iv) any
other information relating to the proposed nominee that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the shareholder giving the notice of nominees for election at the annual
meeting, (i) the name and record address of the shareholder, and (ii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder. The Corporation may require any proposed nominee for
election at an annual or special meeting of shareholders to furnish such other
information as may reasonably be required by the Corporation to determine the
eligibility of such proposed nominee to serve as a director of the Corporation.
No person shall be eligible for election as a director of the Corporation unless
nominated in accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the requirements of this
Section C,

5
<PAGE> 6

and if he should so determine, he shall so declare to the meeting and the
defective nomination shall be disregarded.

D. Board Classification. Initial classes of the Board of Directors shall
consist of the following members of the Board of Directors with terms expiring
at the annual meeting of shareholders in the year indicated:

<TABLE>
<CAPTION>
Class I Directors Term Expiring
----------------- -------------

<S> <C>
1998
______________ 1998

Class II Director
1999
_____________ 1999

Class III Director
2000
_____________ 2000
</TABLE>

ARTICLE VII - BYLAWS

The Board of Directors is expressly authorized to adopt, amend or repeal
the Bylaws of the Corporation, subject to the power of the shareholders to
adopt, amend, or repeal such Bylaws. Bylaws fixing the number of directors or
their classifications, qualifications, or terms of office, or prescribing
procedures for removing directors or filling vacancies in the Board of Directors
may be adopted, amended, or repealed only by the affirmative vote of the
holders of 66 2/3% of the combined voting power of the then outstanding
voting stock of the Corporation, voting as a single class.

ARTICLE VIII - INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by the laws of
Florida, including, but not limited to Section 607.0850 of the Florida Business
Corporation Act, as the same may be amended and supplemented from time to time,
indemnify any and all directors and officers of the Corporation and may, in the
discretion of the Board of Directors of the Corporation, indemnify any and all
other persons whom it shall have power to indemnify under said Section or
otherwise under Florida law, from and against any and all of the liabilities,
expenses or other matters referred to or covered by said Section. The
indemnification provisions contained in the Florida Business Corporation Act
shall not be deemed exclusive of any other rights of which those indemnified may
be entitled under any bylaw, agreement, resolution of shareholders or
disinterested directors, or otherwise. No provision of these Amended and
Restated Articles of Incorporation is

6
<PAGE> 7

intended by the Corporation to be construed as limiting, prohibiting, denying or
abrogating any of the general or specific powers or rights conferred under the
Florida Business Corporation Act upon the Corporation, upon its shareholders,
bondholders and security holders, or upon its directors, officers and other
corporate personnel, including, in particular, the power of the Corporation to
furnish indemnification to directors, officers, employees and agents (and their
heirs, executors and administrators) in the capacities defined and prescribed by
the Florida Business Corporation Act and the defined and prescribed rights of
said persons to indemnification as the same are conferred under the Florida
Business Corporation Act.

ARTICLE IX - SHAREHOLDERS' MEETINGS

A. Call of Special Shareholders Meeting. Except as otherwise required by
law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the holders of not less than fifty (50) percent of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's Secretary one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held; (ii) the meeting is called by the Board pursuant to a
resolution approved by a majority of the entire Board; or (iii) the meeting is
called by the Chairman of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by Section
607.0705 of the Florida Business Corporation Act may be conducted at a special
shareholders' meeting.

B. Advance Notice of Shareholder-Proposed Business for Annual Meeting. At
an annual meeting of the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than one hundred
twenty (120) days nor more than one hundred eighty (180) days prior to the first
anniversary of the date of the Corporation's notice of annual meeting provided
with respect to the previous year's annual meeting; provided, however, that if
no annual meeting was held in the previous year or the date of the annual
meeting has been changed to be more than thirty (30) calendar days earlier than
the date contemplated by the previous year's notice of annual meeting, such
notice by the shareholder to be timely must be so delivered or received not
later than the close of business on the fifth (5th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the

7
<PAGE> 8

Secretary shall set forth as to each matter the shareholder proposes to bring
before the annual meeting (i) a brief description of the business desired to be
brought before the annual meeting and the reasons for conducting such business
at the annual meeting, (ii) the name and record address of the shareholder
proposing such business, (iii) the class and number of shares of capital stock
of the Corporation which are beneficially owned by the shareholder, and (iv) any
material interest of the shareholder in such business. The Chairman of an annual
meeting shall, if the facts warrant, determine and declare to the meeting that
business was not properly brought before the meeting in accordance with the
requirements of this Section B, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

ARTICLE X - SHAREHOLDERS' ACTIONS

After the date on which a Registration Statement, filed with the U.S.
Securities and Exchange Commission under the Securities Act of 1933 for an
initial offering of its Common Stock in an underwritten public offering, becomes
effective and the shares described in such Registration Statement are sold, any
action required or permitted to be taken at any annual or special meeting of
stockholders of this Corporation may be taken only upon the vote of such
stockholders at an annual or special meeting duly called in accordance with the
terms of the Corporation's bylaws, and may not be taken by written consent of
such stockholders.

ARTICLE XI - AMENDMENTS

This Corporation reserves the right to amend or repeal any provisions
contained in these Articles of Incorporation, or any amendment hereto, and any
right conferred upon the stockholders is subject to this reservation; provided,
however, notwithstanding any other provisions of these Articles of Incorporation
or the Bylaws of this Corporation (and notwithstanding the fact that a lesser
percentage may be specified by law, in these Articles of Incorporation or the
Bylaws of this Corporation), the affirmative vote of the majority of the
Directors or the holders of not less than two-thirds of the outstanding shares
of this Corporation's voting stock shall be required to amend, repeal or adopt
any provisions inconsistent with Articles VI or IX of these Articles of
Incorporation, in addition to any affirmative vote required by law or these
Articles of Incorporation with respect to any other shares of capital stock of
this Corporation.

1. The foregoing Amended and Restated Articles of Incorporation of this
Corporation was duly approved by the Board of Directors by unanimous written
consent, dated ______________, 1997.

2. The total number of outstanding shares of this Corporation is
___________ shares of Common Stock. The foregoing Amended and Restated Articles
of Incorporation of this Corporation was duly approved by written consent of the
holders of a majority of the Corporation's issued and outstanding Common Stock,
dated

8
<PAGE> 9

______________, 1997, representing the number of votes sufficient for approval
of the Amended and Restated Articles of Incorporation.

IN WITNESS WHEREOF, the undersigned has made and subscribed these Amended
and Restated Articles of Incorporation this ____ day of May, 1997.

AUTOMOTIVE ONE PARTS STORES, INC.

By:
-------------------------------
Name: Robert H. Gentry, III
As its: President

<PAGE> 1
EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

AUTOMOTIVE ONE PARTS STORES, INC.

(A FLORIDA CORPORATION)
<PAGE> 2
INDEX

<TABLE>
<CAPTION>
PAGE
NUMBER
------
<S> <C>
ARTICLE ONE - OFFICES .......................................................... 1
1. Registered Office .................................................. 1
2. Other Offices ...................................................... 1

ARTICLE TWO - MEETINGS OF SHAREHOLDERS ......................................... 1
1. Place .............................................................. 1
2. Time of Annual Meeting ............................................. 1
3. Call of Special Meetings ........................................... 1
4. Conduct of Meetings ................................................ 1
5. Notice and Waiver of Notice ........................................ 1
6. Business and Nominations for Annual and Special Meetings ........... 2
7. Quorum ............................................................. 2
8. Voting Rights Per Share ............................................ 2
9. Voting of Shares ................................................... 3
10. Proxies ........................................................... 3
11. Shareholder List .................................................. 4
13. Fixing Record Date 4
14. Inspectors and Judges ............................................. 4
15. Voting for Directors .............................................. 5

ARTICLE THREE - DIRECTORS ...................................................... 5
1. Number; Term; Election; Qualification .............................. 5
2. Resignation; Vacancies; Removal .................................... 5
3. Powers ............................................................. 5
4. Place of Meetings .................................................. 5
5. Annual Meetings .................................................... 5
6. Regular Meetings ................................................... 5
7. Special Meetings and Notice ........................................ 5
8. Quorum and Required Vote ........................................... 6
9. Action Without Meeting ............................................. 6
10. Conference Telephone or Similar Communications Equipment Meetings.. 6
11. Committees ........................................................ 6
12. Compensation of Directors ......................................... 7

ARTICLE FOUR - OFFICERS ........................................................ 7
1. Positions .......................................................... 7
2. Election of Specified Officers by Board ............................ 7
3. Election or Appointment of Other Officers .......................... 7
4. Compensation ....................................................... 7
5. Term; Resignation; Removal; Vacancies .............................. 8
6. Chairman of the Board .............................................. 8
7. President .......................................................... 8
8. Vice Presidents .................................................... 8
9. Secretary .......................................................... 8
10. Chief Financial Officer ........................................... 9
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
11. Treasurer ......................................................... 9
12. Other Officers; Employees and Agents .............................. 9

ARTICLE FIVE - CERTIFICATES FOR SHARES ......................................... 9
1. Issue of Certificates .............................................. 9
2. Legends for Preferences and Restrictions on Transfer ............... 10
3. Facsimile Signatures ............................................... 10
4. Lost Certificates .................................................. 10
5. Transfer of Shares ................................................. 10
6. Registered Shareholders ............................................ 11
7. Redemption of Control Shares ....................................... 11

ARTICLE SIX - GENERAL PROVISIONS ............................................... 11
1. Dividends .......................................................... 11
2. Reserves ........................................................... 11
3. Checks ............................................................. 11
4. Fiscal Year ........................................................ 11
5. Seal ............................................................... 11
6. Gender ............................................................. 11

ARTICLE SEVEN - AMENDMENT OF BYLAWS ............................................ 12
</TABLE>

(ii)

<PAGE> 4
AUTOMOTIVE ONE PARTS STORES, INC.
AMENDED AND RESTATED BYLAWS

ARTICLE ONE

OFFICES

Section 1. Registered Office. The registered office of AUTOMOTIVE ONE
PARTS STORES, INC., a Florida corporation (the "Corporation"), shall be located
at 701 West Church Street, Orlando, Florida 32801, unless otherwise determined
by the Board of Directors of the Corporation (the "Board of Directors") in
accordance with applicable law.

Section 2. Other Offices. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the
shareholders shall be held if called in accordance with the procedures set forth
in the Corporation's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") for the call of a special meeting of shareholders.

Section 4. Conduct of Meetings. The Chairman of the Board (or in his
absence, the President or such other designee of the Chairman of the Board)
shall preside at the annual and special meetings of shareholders and shall be
given full discretion in establishing the rules and procedures to be followed in
conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the
<PAGE> 5
Board, President, the Secretary, or the officer or person calling the meeting,
to each shareholder of record entitled to vote at such meeting. If the notice is
mailed at least thirty (30) days before the date of the meeting, it may be done
by a class of United States mail other than first class. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. If a meeting is
adjourned to another time and/or place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the Board of Directors, after
adjournment, fixes a new record date for the adjourned meeting. Whenever any
notice is required to be given to any shareholder, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether signed before,
during or after the time of the meeting stated therein, and delivered to the
Corporation for inclusion in the minutes or filing with the corporate records,
shall constitute an effective waiver of such notice. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the
shareholders need be specified in any written waiver of notice. Attendance of a
person at a meeting shall constitute a waiver of (a) lack of or defective notice
of such meeting, unless the person objects at the beginning to the holding of
the meeting or the transacting of any business at the meeting, or (b) lack of or
defective notice of a particular matter at a meeting that is not within the
purpose or purposes described in the meeting notice, unless the person objects
to considering such matter when it is presented.

Section 6. Business and Nominations for Annual and Special Meetings.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.

Section 7. Quorum. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing a majority of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

Section 8. Voting Rights Per Share. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by or pursuant to the Articles of
Incorporation or the Florida Business Corporation Act.

Section 9. Voting of Shares. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another

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<PAGE> 6
corporation, domestic or foreign, may be voted by the officer, agent or proxy
designated by the bylaws of such corporate shareholder or, in the absence of any
applicable bylaw, by such person or persons as the board of directors of the
corporate shareholder may designate. In the absence of any such designation, or,
in case of conflicting designation by the corporate shareholder, the chairman of
the board, the president, any vice president, the secretary and the treasurer of
the corporate shareholder, in that order, shall be presumed to be fully
authorized to vote such shares. Shares held by an administrator, executor,
guardian, personal representative, or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him without a
transfer of such shares into his name or the name of his nominee. Shares held by
or under the control of a receiver, a trustee in bankruptcy proceedings, or an
assignee for the benefit of creditors may be voted by such person without the
transfer thereof into his name. If shares stand of record in the names of two or
more persons, whether fiduciaries, members of a partnership, joint tenants,
tenants in common, tenants by the entirety or otherwise, or if two or more
persons have the same fiduciary relationship respecting the same shares, unless
the Secretary of the Corporation is given notice to the contrary and is
furnished with a copy of the instrument or order appointing them or creating the
relationship wherein it is so provided, then acts with respect to voting shall
have the following effect: (a) if only one votes, in person or by proxy, his act
binds all; (b) if more than one vote, in person or by proxy, the act of the
majority so voting binds all; (c) if more than one vote, in person or by proxy,
but the vote is evenly split on any particular matter, each faction is entitled
to vote the share or shares in question proportionally; or (d) if the instrument
or order so filed shows that any such tenancy is held in unequal interest, a
majority or a vote evenly split for purposes hereof shall be a majority or a
vote evenly split in interest. The principles of this paragraph shall apply,
insofar as possible, to execution of proxies, waivers, consents, or objections
and for the purpose of ascertaining the presence of a quorum.

Section 10. Proxies. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
him by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a
longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy exercises his authority under the appointment.
An appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.

Section 11. Shareholder List. After fixing a record date for a meeting
of shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the

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<PAGE> 7
Corporation's principal office, at a place identified in the meeting notice in
the city where the meeting will be held, or at the office of the Corporation's
transfer agent or registrar. Any shareholder of the Corporation or his agent or
attorney is entitled on written demand to inspect the shareholders' list
(subject to the requirements of law), during regular business hours and at his
expense, during the period it is available for inspection. The Corporation shall
make the shareholders' list available at the meeting of shareholders, and any
shareholder or his agent or attorney is entitled to inspect the list at any time
during the meeting or any adjournment. The shareholders' list is prima facie
evidence of the identity of shareholders entitled to examine the shareholders'
list or to vote at a meeting of shareholders.

Section 12. Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.
If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

Section 14. Inspectors and Judges. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

Section 15. Voting for Directors. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.

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<PAGE> 8
ARTICLE THREE

DIRECTORS

Section 1. Number; Term; Election; Qualification. The number of
directors of the Corporation shall be fixed from time to time, within the limits
specified by the Articles of Incorporation, by resolution of the Board of
Directors. Directors shall be elected in the manner and hold office for the term
as prescribed in the Articles of Incorporation. Directors must be natural
persons who are 18 years of age or older but need not be residents of the State
of Florida, shareholders of the Corporation or citizens of the United States;
provided, however, that at all times at least one (1) director shall be a
resident of the State of Florida and a citizen of the United States.

Section 2. Resignation; Vacancies; Removal. A director may resign at
any time by giving written notice to the Board of Directors or the Chairman of
the Board. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. In the event the notice of resignation specifies a later effective
date, the Board of Directors may fill the pending vacancy (subject to the
provisions of the Corporation's Articles of Incorporation) before the effective
date if they provide that the successor does not take office until the effective
date. Director vacancies shall be filled, and directors may be removed, in the
manner prescribed in the Corporation's Articles of Incorporation.

Section 3. Powers. The business and affairs of the Corporation shall be
managed by its Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

Section 4. Place of Meetings. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.

Section 5. Annual Meetings. Unless scheduled for another time by the
Board of Directors, the first meeting of each newly elected Board of Directors
shall be held, without call or notice, immediately following each annual meeting
of shareholders.

Section 6. Regular Meetings. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

Section 7. Special Meetings and Notice. Special meetings of the Board
of Directors may be called by the President or Chairman of the Board and shall
be called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally sufficient means. Notice by mail shall be deemed to be given at the time
when the same shall be received. Notice to directors may also be given by
telegram, teletype or other form of

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<PAGE> 9
electronic communication. Whenever any notice is required to be given to any
director, a waiver thereof in writing signed by the person or persons entitled
to such notice, whether before, during or after the meeting, shall constitute an
effective waiver of such notice. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and a waiver of any and all
objections to the place of the meeting, the time of the meeting and the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

Section 8. Quorum and Required Vote. A majority of the prescribed
number of directors determined as provided in the Articles of Incorporation
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining
directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

Section 9. Action Without Meeting. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.

Section 10. Conference Telephone or Similar Communications Equipment
Meetings. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.

Section 11. Committees. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by statute. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of

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<PAGE> 10
its proceedings and report the same to the Board of Directors when required. The
designation of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any member thereof, of any
responsibility imposed upon it or him by law.

Section 12. Compensation of Directors. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
compensation for attending committee meetings. Directors may receive such other
compensation as may be approved by the Board of Directors.

ARTICLE FOUR

OFFICERS

Section 1. Positions. The officers of the Corporation shall consist of
a Chairman of the Board, a President, one or more Vice Presidents (any one or
more of whom may be given the additional designation of rank of Executive Vice
President or Senior Vice President), a Secretary, a Chief Financial Officer and
a Treasurer. Any two or more offices may be held by the same person. Officers
other than the Chairman of the Board need not be members of the Board of
Directors. The Chairman of the Board must be a member of the Board of Directors.

Section 2. Election of Specified Officers by Board. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, President, one or more Vice Presidents (including
any Senior or Executive Vice Presidents), a Secretary, a Chief Financial Officer
and a Treasurer.

Section 3. Election or Appointment of Other Officers. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the Chairman of the Board. The Board of Directors shall be
advised of appointments by the Chairman of the Board at or before the next
scheduled Board of Directors meeting.

Section 4. Compensation. The salaries, bonuses and other compensation
of the Chairman of the Board and all officers of the Corporation to be elected
by the Board of Directors pursuant to Section 2 of this Article Four shall be
fixed from time to time by the Board of Directors or pursuant to its direction.
The salaries of all other elected or appointed officers of the Corporation shall
be fixed from time to time by the Chairman of the Board or pursuant to his
direction.

Section 5. Term; Resignation; Removal; Vacancies. The officers of the
Corporation shall hold office until their successors are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
with or without cause. Any

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<PAGE> 11
vacancy occurring in any office of the Corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors, or, in the case
of an officer appointed by the Chairman of the Board, by the Chairman of the
Board or the Board of Directors. Any officer of the Corporation may resign from
his respective office or position by delivering notice to the Corporation. Such
resignation shall be effective when delivered unless the notice specifies a
later effective date. If a resignation is made effective at a later date and the
Corporation accepts the future effective date, the Board of Directors may fill
the pending vacancy before the effective date if the Board provides that the
successor does not take office until such effective date.

Section 6. Chairman of the Board. The Chairman of the Board shall be
the Chief Executive Officer of the Corporation. Subject to the control of the
Board of Directors, the Chairman of the Board shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Chairman of
the Board shall preside at all meetings of the shareholders and the Board of
Directors. The Chairman of the Board shall also serve as the chairman of any
executive committee.

Section 7. President. The President shall be the Chief Operating
Officer of the Corporation. In the absence of the Chairman of the Board or in
the event the Board of Directors shall not have designated a Chairman of the
Board, the President shall preside at meetings of the shareholders and the Board
of Directors. The President shall have such powers and perform such duties as
may be prescribed by the Board of Directors or the Chairman of the Board. The
President shall also serve as the vice-chairman of any executive committee.

Section 8. Vice Presidents. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President. They shall perform such other duties and have such
other powers as the Board of Directors or Chairman of the Board shall prescribe
or as the President may from time to time delegate. Executive Vice Presidents
shall be senior to Senior Vice Presidents, and Senior Vice Presidents shall be
senior to all other Vice Presidents.

Section 9. Secretary. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. He shall give, or cause to be given, notice
of all meetings of the shareholders and special meetings of the Board of
Directors and shall keep in safe custody the seal of the Corporation and, when
authorized by the Board of Directors, affix the same to any instrument requiring
it. He shall perform such other duties as may be prescribed by the Board of
Directors, the Chairman of the Board or the President.

Section 10. Chief Financial Officer. The Chief Financial Officer shall
be responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board or the President.

Section 11. Treasurer. The Treasurer shall have the custody of
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books

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<PAGE> 12
belonging to the Corporation and shall deposit all moneys and other valuable
effects in the name and to the credit of the Corporation in such depositories as
may be designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, taking proper vouchers
for such disbursements, and shall render to the Chairman of the Board and the
Board of Directors at its regular meetings or when the Board of Directors so
requires an account of all his transactions as Treasurer and of the financial
condition of the Corporation. The Treasurer shall perform such other duties as
may be prescribed by the Board of Directors, the Chairman of the Board or the
President.

Section 12. Other Officers; Employees and Agents. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to him by the Board of Directors, the officer so appointing him
or such officer or officers who may from time to time be designated by the Board
of Directors to exercise such supervisory authority.

ARTICLE FIVE

CERTIFICATES FOR SHARES

Section 1. Issue of Certificates. The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the President or
Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary
or an Assistant Secretary of the Corporation, representing the number of shares
registered in certificate form.

Section 2. Legends for Preferences and Restrictions on Transfer. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.
Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If the Corporation issues any shares that are
not registered under the Securities Act of 1933, as amended, or not registered
or qualified under the applicable state securities laws, the transfer of any
such shares shall be restricted substantially in accordance with the following
legend:

"THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR

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<PAGE> 13
PLEDGED WITHOUT (1) REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND
ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S EXPENSE, AN OPINION
(SATISFACTORY TO THE CORPORATION) OF COUNSEL (SATISFACTORY TO THE
CORPORATION) THAT REGISTRATION IS NOT REQUIRED"

Section 3. Facsimile Signatures. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.

Section 5. Transfer of Shares. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. Registered Shareholders. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.

Section 7. Redemption of Control Shares. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.

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<PAGE> 14
ARTICLE SIX

GENERAL PROVISIONS

Section 1. Dividends. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, stock (including its own shares) or otherwise pursuant to law
and subject to the provisions of the Articles of Incorporation.

Section 2. Reserves. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

Section 3. Checks. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

Section 4. Fiscal Year. The fiscal year of the Corporation shall end on
December 31 of each year, unless otherwise fixed by resolution of the Board of
Directors.

Section 5. Seal. The corporate seal shall have inscribed thereon the
name and state of incorporation of the Corporation. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

Section 6. Gender. All words used in these Bylaws in the masculine
gender shall extend to and shall include the feminine and neuter genders.

ARTICLE SEVEN

AMENDMENT OF BYLAWS

These Bylaws may be altered, amended or repealed or new Bylaws may be
adopted at any meeting of the Board of Directors at which a quorum is present,
by the affirmative vote of a majority of the directors present at such meeting.
Bylaws fixing the number of directors or their classifications, qualifications,
or terms of office, or prescribing procedures for removing directors or filling
vacancies in the Board of Directors may be adopted, amended, or repealed only
by the affirmative vote of the holders of 66 2/3% of the combined voting power
of the then outstanding voting stock of the Corporation, voting as a single
class.

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<PAGE> 1
EXHIBIT 10.1

AUTOMOTIVE ONE PARTS STORES, INC.
1997 STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to advance the interests of
Automotive One Parts Stores, Inc., a Florida corporation (the "Company"), by
providing an additional incentive to attract, retain and motivate qualified and
competent persons who are key to the Company and its Subsidiaries, including
employees, officers and directors, and upon whose efforts and judgment the
success of the Company is largely dependent, through the encouragement of stock
ownership in the Company by such persons.

2. Definitions. As used herein, the following terms shall have the
meaning indicated:

(a) "Affiliate" shall mean any corporation other than the
Company that is a member of an affiliated group of corporations, as defined in
Section 1504 (determined without regard to Section 1504(b)) of the Code, of
which the Company is a member.

(b) "Board" shall mean the Board of Directors of the Company.

(d) "Committee" shall mean the committee appointed pursuant to
Section 13 hereof to administer the Plan.

(e) "Common Stock" shall mean the Company's Common Stock, par
value $0.01 per share.

(f) "Company" shall refer to Automotive One Parts Stores, Inc.

(g) "Covered Employee" shall mean any individual who, on the
last day of the taxable year of the Company, is (i) the Chief Executive Officer
of the Company or is acting in such capacity (the "CEO"), (ii) among the four
highest compensated officers of the Company and its Affiliates (other than the
CEO), or (iii) otherwise considered to be a "Covered Employee" within the
meaning of Section 162(m) of the Code and the regulations thereunder.

(h) "Director" shall mean a member of the Board or of the
Board of Directors of any Subsidiary.

(i) "Effective Date" shall mean May ___, 1997.

(j) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.

(k) "Fair Market Value" of a Share on any date of reference
shall be the "Closing Price" (as defined below) of the Common Stock on the
business day immediately preceding such date, unless the Committee in its sole
discretion shall determine otherwise in a fair and uniform manner. For the
purpose of determining Fair Market Value, the "Closing Price" of the Common
Stock on any business day shall be (i) if the Common Stock is listed or admitted
for trading on any United States
<PAGE> 2
national securities exchange, or if actual transactions are otherwise reported
on a consolidated transaction reporting system, the last reported sale price of
Common Stock on such exchange or reporting system, as reported in any newspaper
of general circulation, (ii) if the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System ("Nasdaq"), or any
similar system of automated dissemination of quotations of securities prices in
common use, the last reported sale price of Common Stock for such day on such
system, or (iii) if neither clause (i) or (ii) is applicable, the mean between
the high bid and low asked quotations for the Common Stock as reported by the
National Quotation Bureau, Incorporated if at least two securities dealers have
inserted both bid and asked quotations for Common Stock on at least five of the
ten preceding days. If neither (i), (ii), or (iii) above is applicable, then
Fair Market Value shall be determined in good faith by the Committee in a fair
and uniform manner.

(l) "Incentive Stock Option" shall mean an incentive stock
option as defined in Section 422 of the Code.

(m) "Non-Employee Director" shall refer to a Director who is
not an employee of the Company or any Subsidiary.

(n) "Non-Qualified Stock Option" shall mean an Option which is
not an Incentive Stock Option.

(o) "Option" (when capitalized) shall mean any option granted
under this Plan.

(p) "Optionee" shall mean a person to whom a stock option is
granted under this Plan or any person who succeeds to the rights of such person
under this Plan by reason of the death of such person or otherwise.

(q) "Outside Director" shall mean a member of the Board who
(i) is not a current employee of the Company or any Affiliate, (ii) is not a
former employee of the Company or any Affiliate who receives compensation for
prior services (other than benefits under a tax-qualified retirement plan)
during the taxable year; (iii) has not been an officer of the Company or any
Affiliate; (iv) does not receive remuneration either directly or indirectly, in
any capacity other than as a director; and (v) satisfies any other conditions
that shall from time to time be required to qualify as an "outside director"
under Section 162(m) of the Code and the regulations thereunder and as a
"Non-Employee Director" under Rule 16b-3 promulgated under the Exchange Act. For
this purpose, "Remuneration" shall have the meaning afforded that term pursuant
to Treasury Regulations issued under Section 162(m) of the Code, and shall
exclude any de minimis remuneration excluded under those Treasury Regulations.

(r) "Plan" shall mean this 1997 Stock Option Plan for the
Company.

(s) "Share(s)" shall mean a share or shares of the Common
Stock.

(t) "Subsidiary" shall mean any corporation (other than the
Company) in any unbroken chain of corporations beginning with the Company if, at
the time of the granting of the Option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 50 percent or more
of the total combined voting power of all classes of stock in one of the other
corporations in such chain.

3. Shares and Options. The Committee may grant to Optionees from time
to time, Options to purchase an aggregate of up to 500,000 Shares from
authorized and unissued Shares. If any Option granted under the Plan shall
terminate, expire, or be canceled or surrendered as to any Shares, new Options
may thereafter be granted covering such Shares. An Option granted hereunder

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<PAGE> 3
shall be either an Incentive Stock Option or a Non-Qualified Stock Option as
determined by the Committee at the time of the grant of such Option and shall
clearly state whether it is an Incentive Stock Option or Non-Qualified Stock
Option. All Incentive Stock Options shall be granted within 10 years from the
effective date of this Plan.

4. Dollar Limitation. Options otherwise qualifying as Incentive Stock
Options hereunder will not be treated as Incentive Stock Options to the extent
that the aggregate Fair Market Value (determined at the time the Option is
granted) of the Shares, with respect to which Options meeting the requirements
of Code Section 422(b) are exercisable for the first time by any individual
during any calendar year (under all plans of the Company and any Subsidiary),
exceeds $100,000.

5. Conditions for Grant of Options.

(a) Each Option shall be evidenced by an option agreement that
may contain any term deemed necessary or desirable by the Committee, provided
such terms are not inconsistent with this Plan or any applicable law. Optionees
shall be those persons selected by the Committee who are employees and/or
Directors of the Company or any Subsidiary.

(b) In granting Options, the Committee shall take into
consideration the contribution the person has made to the success of the Company
or its Subsidiaries and such other factors as the Committee shall determine. The
Committee shall also have the authority to consult with and receive
recommendations from officers and other personnel of the Company and its
Subsidiaries with regard to these matters. The Committee may, from time to time
in granting Options, prescribe such other terms and conditions concerning such
Options as it deems appropriate, including, without limitation, (i) prescribing
the date or dates on which the Option becomes exercisable, (ii) providing that
the Option rights accrue or become exercisable in installments over a period of
years, and/or upon the attainment of stated goals, or (iii) relating an Option
to the continued employment of the Optionee for a specified period of time,
provided that such terms and conditions are not more favorable to an Optionee
than those expressly permitted herein.

(c) The Options granted to employees under this Plan shall be
in addition to regular salaries, pension, life insurance or other benefits
related to their employment with the Company or its Subsidiaries. Neither the
Plan nor any Option granted under the Plan shall confer upon any person any
right to employment or continuance of employment by the Company or its
Subsidiaries.

(d) Notwithstanding any other provisions of the Plan to the
contrary, an Incentive Stock Option shall not be granted to any person owning
directly or indirectly (through attribution under Section 424(d) of the Code) at
the date of grant, stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company (or of its parent or subsidiary, as
those terms are defined in Section 424 of the Code, at the date of grant) unless
the option price of such Option is at least 110% of the Fair Market Value of the
Shares subject to such Option on the date the Option is granted, and such Option
by its terms is not exercisable after the expiration of five years from the date
such Option is granted.

(e) Notwithstanding any other provision of this Plan, and in
addition to any other requirements of this Plan, the aggregate number of Shares
with respect to which Options may be granted to any one Optionee may not exceed
100,000, subject to adjustment as provided in Section 10(a) hereof.

(f) Notwithstanding any other provision of this Plan, and in
addition to any other requirements of this Plan, Options may not be granted to a
Covered Employee unless the grant of such Option is authorized by, and all of
the terms of such Options are determined by, a Committee that is appointed in
accordance with Section 13 of this Plan and all of whose members are Outside
Directors.

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<PAGE> 4
(g) Incentive Stock Options may not be granted to any
Non-Employee Directors.

6. Option Price. The option price per Share of any Option shall be any
price determined by the Committee, but shall not be less than the par value per
Share; provided, however, that in no event shall the option price per Share of
any Incentive Stock Option be less than the Fair Market Value of the Shares
underlying such Option on the date such Option is granted.

7. Exercise of Options. An Option shall be deemed exercised when (i)
the Company or the Committee has received written notice of such exercise in
accordance with the terms of the Option, (ii) full payment of the aggregate
option price of the Shares as to which the Option is exercised has been made,
and (iii) arrangements that are satisfactory to the Committee in its sole
discretion have been made for the Optionee's payment to the Company of the
amount that is necessary for the Company or Subsidiary employing the Optionee to
withhold in accordance with applicable Federal or state tax withholding
requirements. Unless further limited by the Committee in any Option, the option
price of any Shares purchased shall be paid (1) in cash, (2) by certified or
official bank check, (3) by money order, (4) with Shares owned by the Optionee
that have been owned by the Optionee for more than 6 months on the date of
surrender or such other period as may be required to avoid a charge to the
Company's earnings for financial accounting purposes, (5) by authorization for
the Company to withhold Shares issuable upon exercise of the Option, (6) by
arrangement with a broker that is acceptable to the Committee where payment of
the Option price is made pursuant to an irrevocable direction to the broker to
deliver all or part of the proceeds from the sale of the Option Shares to the
Company in payment of the Option price, or (7) any combination of the foregoing.
The Committee in its sole discretion may accept a personal check in full or
partial payment of any Shares. If the exercise price is paid in whole or in part
with Shares, the value of the Shares surrendered shall be their Fair Market
Value on the date the Option is exercised. The Company in its sole discretion
may, on an individual basis or pursuant to a general program established in
connection with this Plan, and subject to applicable law, lend money to an
Optionee, guarantee a loan to an Optionee, or otherwise assist an Optionee to
obtain the cash necessary to exercise all or a portion of an Option granted
hereunder or to pay any tax liability of the Optionee attributable to such
exercise. If the exercise price is paid in whole or part with Optionee's
promissory note, such note shall (i) provide for full recourse to the maker,
(ii) be collateralized by the pledge of the Shares that the Optionee purchases
upon exercise of such Option, (iii) bear interest at a rate no less than the
prime rate of the Company's principal lender, and (iv) contain such other terms
as the Board in its sole discretion shall reasonably require. No Optionee shall
be deemed to be a holder of any Shares subject to an Option unless and until a
stock certificate or certificates for such Shares are issued to such person(s)
under the terms of this Plan. No adjustment shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as expressly provided in Section 10
hereof.

8. Exercisability of Options. Except as otherwise provided in this
Section 8, any Option shall become exercisable in such amounts, at such
intervals and upon such terms as the Committee shall provide in such Option.

(a) The expiration date of an Option shall be determined by
the Committee at the time of grant, but in no event shall an Option be
exercisable after the expiration of 10 years from the date on which the Option
is granted.

(b) Unless otherwise provided in any Option, each outstanding
Option shall become immediately fully exercisable:

(i) if there occurs any transaction (which shall
include a series of transactions occurring within 60 days or
occurring pursuant to a plan), that has the

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<PAGE> 5
result that stockholders of the Company immediately before
such transaction cease to own at least 51% of the voting stock
of the Company or of any entity that results from the
participation of the Company in a reorganization,
consolidation, merger, liquidation or any other form of
corporate transaction;

(ii) if the stockholders of the Company shall
approve a plan of merger, consolidation, reorganization,
liquidation or dissolution in which the Company does not
survive (unless the approved merger, consolidation,
reorganization, liquidation or dissolution is subsequently
abandoned); or

(iii) if the stockholders of the Company shall
approve a plan for the sale, lease, exchange or other
disposition of all or substantially all the property and
assets of the Company (unless such plan is subsequently
abandoned).

(c) The Committee may in its sole discretion accelerate the
date on which any Option may be exercised and may accelerate the vesting of any
Shares subject to any Option.

9. Termination of Option Period.

(a) The unexercised portion of any Option granted to an
Optionee shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

(i) three months after the date on which the
Optionee's employment with the Company or any Subsidiary, or
service as a Director, is terminated or, in the case of a
Non-Qualified Stock Option and unless the Committee shall
otherwise determine in writing in its sole discretion, the
date on which the Optionee's employment with the Company or
any Subsidiary, or service as a Director, is terminated, in
either case for any reason other than by reason of (A) Cause,
which shall mean "Cause" under such Optionee's employment
agreement, if any, and which, solely for purposes of this
Plan, also shall mean the termination of the Optionee's
employment or the removal of the Optionee as a Director by
reason of the Optionee's willful misconduct or gross
negligence, (B) the Optionee's mental or physical disability
(within the meaning of Code Section 22(e)) as determined by a
medical doctor satisfactory to the Committee, or (C) the
Optionee's death;

(ii) immediately upon the termination of the
Optionee's employment with the Company or any Subsidiary, or
service as a Director, for Cause;

(iii) twelve months after the date on which the
Optionee's employment with the Company or any Subsidiary, or
service as a Director is terminated by reason of mental or
physical disability (within the meaning of Code Section 22(e))
as determined by a medical doctor satisfactory to the
Committee; or

(iv) (A) twelve months after the date of the
Optionee's death or (B) three months after the date of the
Optionee's death if such death shall occur during the twelve
month period specified in Subsection 10(a)(iii) hereof.

(b) The Board or the Committee in its sole discretion may by
giving written notice (the "Cancellation Notice") cancel, effective upon the
date of the consummation of any corporate transaction described in Subsections
8(b)(ii) or (iii) hereof, any Option that remains unexercised on such date. Such
Cancellation Notice shall be given a reasonable period of time prior to the
proposed date of such cancellation and may be given either before or after
approval of such corporate

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<PAGE> 6
transaction.

10. Adjustment of Shares.

(a) If at any time while the Plan is in effect or unexercised
Options are outstanding, there shall be any increase or decrease in the number
or change in the nature of issued and outstanding Shares through the declaration
of a stock dividend or through any recapitalization resulting in a stock
split-up, combination or exchange of Shares, then and in such event:

(i) appropriate adjustment shall be made by the
Committee in the maximum number of Shares available for grant
under the Plan, and to any one Optionee, so that the same
percentage of the Company's issued and outstanding Shares
shall continue to be subject to being so optioned; and

(ii) appropriate adjustment shall be made by the
Committee in the number of Shares and the exercise price per
Share thereof then subject to any outstanding Option, so that
the same percentage of the Company's issued and outstanding
Shares shall remain subject to purchase at the same aggregate
exercise price.

(b) Unless otherwise provided in any Option or determined by
the Committee, the Committee may change the terms of Options outstanding under
this Plan, including with respect to the option price or the number of Shares
subject to the Options, or both, when, in the Committee's sole discretion, such
adjustments become appropriate by reason of a corporate transaction described in
Subsections 8(b)(ii) or (iii) hereof.

(c) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of any class, or
securities convertible into shares of capital stock of any class, either in
connection with direct sale or upon the exercise of rights or warrants to
subscribe therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to the number of or
exercise price of Shares then subject to outstanding Options granted under the
Plan.

(d) Without limiting the generality of the foregoing, the
existence of outstanding Options granted under the Plan shall not affect in any
manner the right or power of the Company to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business; (ii) any merger or
consolidation of the Company; (iii) any issue by the Company of debt securities
or preferred or preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of the Company; (v) any
sale, transfer or assignment of all or any part of the assets or business of the
Company; or (vi) any other corporate act or proceeding, whether of a similar
character or otherwise.

11. Transferability of Options and Shares.

(a) No Incentive Stock Option, and unless the Committee's
prior written consent is obtained (which consent may be obtained at the time an
Option is granted) and the transaction does not violate the requirements of Rule
16b-3 promulgated under the Exchange Act no Non-Qualified Stock Option, shall be
subject to alienation, assignment, pledge, charge or other transfer other than
by the Optionee by will or the laws of descent and distribution, and any attempt
to make any such prohibited transfer shall be void. Each Option shall be
exercisable during the Optionee's lifetime only by the Optionee, or in the case
of a Non-Qualified Stock Option that has been assigned or otherwise transferred
with the Committee's prior written consent, only by the assignee consented to by
the Committee.

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<PAGE> 7
(b) Unless the Committee's prior written consent is obtained
(which consent may be obtained at the time an Option is granted) and the
transaction does not violate the requirements of Rule 16b-3 promulgated under
the Exchange Act, no Shares acquired by an Officer, as that term is defined
under Rule 16b-3, of the Company or Director pursuant to the exercise of an
Option may be sold, assigned, pledged or otherwise transferred prior to the
expiration of the six-month period following the date on which the Option was
granted.

12. Issuance of Shares.

(a) Notwithstanding any other provision of this Plan, the
Company shall not be obligated to issue any Shares unless it is advised by
counsel of its selection that it may do so without violation of the applicable
Federal and State laws pertaining to the issuance of securities, and may require
any stock so issued to bear a legend, may give its transfer agent instructions,
and may take such other steps, as in its judgment are reasonably required to
prevent any such violation.

(b) As a condition of any sale or issuance of Shares upon
exercise of any Option, the Committee may require such agreements or
undertakings, if any, as the Committee may deem necessary or advisable to assure
compliance with any such law or regulation including, but not limited to, the
following:

(i) a representation and warranty by the
Optionee to the Company, at the time any Option is exercised,
that he is acquiring the Shares to be issued to him for
investment and not with a view to, or for sale in connection
with, the distribution of any such Shares; and

(ii) a representation, warranty and/or agreement
to be bound by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities law deemed by the Committee to be
applicable to the issuance of the Shares and are endorsed upon
the Share certificates.

13. Administration of the Plan.

(a) The Plan shall be administered by the Committee, which
shall consist of not less than two Directors, each of whom shall be Outside
Directors. The Committee shall have all of the powers of the Board with respect
to the Plan. Any member of the Committee may be removed at any time, with or
without cause, by resolution of the Board, and any vacancy occurring in the
membership of the Committee may be filled by appointment of the Board.

(b) The Board may reserve to itself the power to grant Options
to employees or Directors of the Company or any Subsidiary who are not Covered
Employees. If and to the extent that the Board reserves such powers, then all
references herein to the Committee shall refer to the Board with respect to the
Options granted by the Board.

(c) The Committee, from time to time, may adopt rules and
regulations for carrying out the purposes of the Plan. The Committee's
determinations and its interpretation and construction of any provision of the
Plan shall be final and conclusive.

(d) Any and all decisions or determinations of the Committee
shall be made either (i) by a majority vote of the members of the Committee at a
meeting or (ii) without a meeting by the unanimous written approval of the
members of the Committee.

14. Withholding or Deduction for Taxes. If at any time specified herein
for the making of

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<PAGE> 8
any issuance or delivery of any Option or Common Stock to any Optionee, any law
or regulation of any governmental authority having jurisdiction in the premises
shall require the Company to withhold, or to make any deduction for, any taxes
or take any other action in connection with the issuance or delivery then to be
made, such issuance or delivery shall be deferred until such withholding or
deduction shall have been provided for by the Optionee or beneficiary, or other
appropriate action shall have been taken.

15. Interpretation.

(a) As it is the intent of the Company that the Plan comply in
all respects with Rule 16b-3 promulgated under the Exchange Act ("Rule 16b-3"),
any ambiguities or inconsistencies in construction of the Plan shall be
interpreted to give effect to such intention, and if any provision of the Plan
is found not to be in compliance with Rule 16b-3, such provision shall be deemed
null and void to the extent required to permit the Plan to comply with Rule
16b-3. The Board and the Committee each may from time to time adopt rules and
regulations under, and amend, the Plan in furtherance of the intent of the
foregoing.

(b) The Plan shall be administered and interpreted so that all
Incentive Stock Options granted under the Plan will qualify as Incentive Stock
Options under section 422 of the Code. If any provision of the Plan should be
held invalid for the granting of Incentive Stock Options or illegal for any
reason, such determination shall not affect the remaining provisions hereof, but
instead the Plan shall be construed and enforced as if such provision had never
been included in the Plan.

(d) Headings contained in this Plan are for convenience only
and shall in no manner be construed as part of this Plan.

(e) Any reference to the masculine, feminine, or neuter gender
shall be a reference to such other gender as is appropriate.

16. Amendment and Discontinuation of the Plan. The Board and the
Committee each may from time to time amend the Plan or any Option; provided,
however, that, except to the extent provided in Section 10, no such amendment
may, without approval by the stockholders of the Company, (i) increase the
number of securities which may be issued under the Plan pursuant to the exercise
of Incentive Stock Options, (ii) modify the requirements as to eligibility for
participation in the Plan or (iii) increase the aggregate number of Options that
may be granted to any one Optionee; and provided further, that, except to the
extent provided in Section 9, no amendment or suspension of the Plan or any
Option issued hereunder shall substantially impair any Option previously granted
to any Optionee without the consent of such Optionee. Shareholder approval also
shall be required for any amendment to the Plan if and to the extent such
approval is required by any federal or state law or regulation or the rules of
any stock exchange or automated quotation system on which the Common Stock may
then be listed or quoted.

17. Effective Date and Termination Date. The Plan shall be effective
upon the Effective Date and shall terminate on the 10th anniversary of the
Effective Date.

-8-

<PAGE> 1
EXHIBIT 10.2

LOAN NO.________

PROMISSORY NOTE

CITY: ORLANDO STATE: FLORIDA DATE: OCTOBER 25, 1995

For value received the receipt of which is hereby acknowledged, the
undersigned, AUTOMOTIVE ONE PART STORES, INC., AKA AUTOMOTIVE ONE PARTS STORES,
INC., a Florida corporation, (herein "PAYOR"), hereby promises to pay to the
order of AUTOPARTS FINANCE COMPANY, INC., a Delaware corporation, (herein
"PAYEE"), at its place of business, 15710 John F. Kennedy Boulevard, Houston,
Harris County, Texas 77032, or such other place or places as PAYEE may from time
to time name, the sum of Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00) in legal and lawful money of the United States of America, with
interest thereon from date hereof until maturity at the rate herein provided per
annum.

This Note is payable in one hundred eighty (180) consecutive monthly
installments of principal and interest as follows: principal shall be payable
over the life of this loan as set forth in the amortization schedule attached
hereto as EXHIBIT "A"; the first thirty-six (36) consecutive monthly
installments shall be payable at a varying interest rate per annum equal to the
prime commercial rate of interest published and charged by Texas Commerce Bank,
National Association, Houston, Texas, from time to time (herein "PRIME RATE")
plus Two (2%) Percent with adjustments in such varying rate to be made monthly
based on the daily Prime Rate in effect during the calendar month immediately
preceding any regular payment due. The next one hundred forty-four (144)
consecutive monthly installments shall be based upon the then remaining
principal balance due under this Note and bear interest at a varying interest
rate per annum which is three (3%) percent per annum above the Prime Rate with
adjustments in such varying rate to be made monthly based on the daily Prime
Rate in effect during the calendar month immediately preceding any regular
payment due. The one hundred forty-fourth (144th) monthly payment shall include
all unpaid principal and interest accrued thereon. All past due principal and
interest shall bear interest at the maximum nonusurious rate allowed by law
until paid.

The first of these payments shall be made on December 15, 1995, and
subsequent payments shall be made on or before the 15th day of each month
thereafter through November 15, 2010, when all payments shall have been made.
The first payment shall include interest from the date hereof until December 15,
1995.

This Note is issued pursuant to a Loan Agreement dated as of the date
hereof between Payor, as Borrower, and Payee, as Lender, reference to which is
hereby made as to Payee's rights of
<PAGE> 2
acceleration of the unpaid principal balance hereof before stated maturity upon
the happening of certain events and for all other purposes.

This Note is secured by a Security Agreement of even date herewith from
the undersigned to the Payee and by real estate mortgages (herein "Mortgages")
of even date herewith.

If default is made in the payment, in whole or in part, of any
installment (s) as provided in this Note, or if any Event of Default as set
forth in the Loan Agreement or the Security Agreement occurs (the Note, Loan
Agreement, Security Agreement, Mortgages and Product Purchase Agreement herein
collectively referred to as the "LOAN DOCUMENTATION") , in the case of a default
in payment without notice, and in the case of an Event of Default in any or all
of the Loan Documentation if the default is not cured within twenty (20) days
after Payee gives notice of the default, the Payee shall have the right and
option to declare the entire balance of principal and accrued interest on this
Note at once due, payable and mature and foreclose or require foreclosure of any
and all liens or Mortgages securing the payment hereof as provided in the Loan
Documentation and to exercise any other right(s) which Payee may have available
under the Loan Documentation. Failure to exercise any right upon any default
shall not constitute a waiver of Payee to exercise the right in the event of any
subsequent default and no delay of Payee in exercising any right shall
constitute a waiver or be deemed unenforceable under the doctrine of latches or
any other theory under which a right of Payee by delay in time may be deemed
unenforceable.

If this Note is not paid at maturity, regardless of how such maturity
might be brought about, and the same is placed in the hands of an attorney for
collection or suit is filed hereon, or proceedings are had in bankruptcy,
probate, receivership, reorganization or any other legal or judicial proceedings
for the collection hereof, the undersigned hereby agrees to pay all reasonable
attorney's and other fees and expenses incurred by Payee in enforcing its rights
under the Loan Documentation or any other instrument by which Payor is bound to
Payee.

Except as otherwise expressly provided in the Loan Documentation, each
and every maker, co-maker, guarantor, surety and endorser hereof expressly
waives demand or presentment for payment, protest, notice of protest and
nonpayment, bringing of suit and diligence in taking any action to collect sums
owing hereunder and/or in the handling of any "Collateral" (as defined in the
Security Agreement) and agrees that the liability of each and every maker,
co-maker, guarantor, surety and endorser hereof on or with respect to this Note
shall not be affected by any release or change in any security at any time
existing.

Any interest computation under this Note shall be at not more than the
maximum legal rate upon the portion of the face amount hereof representing
principal which remains unpaid from time to time,

-2-
<PAGE> 3
each installment being first applied to the retirement of accrued interest and
the remainder to the principal, it being the intention of the parties hereto to
conform strictly to the laws of the State of Florida now in force, and in the
event it should be held that interest payable under this Note is in excess of
the maximum permitted by law, the interest chargeable hereunder (whether
included in the face or otherwise) shall be reduced to the maximum amount
allowable by law and any interest already paid in excess of that which is
allowed will be considered a reduction in principal.

Any term capitalized herein that is not defined in this Note shall have
the meaning ascribed to such term in the Loan Agreement.

All or any part of this Note may be prepaid at any time without
penalty.

AUTOMOTIVE ONE PART STORES, INC., AKA
AUTOMOTIVE ONE PARTS STORES, INC.

By: /s/ Robert H. Gentry, III
-----------------------------------------
Robert H. Gentry, III President

ATTEST:

By: /s/
-----------------------------------------
Secretary

(SEAL)

-3-

<PAGE> 1
EXHIBIT 10.3

LOAN NO. _______

PROMISSORY NOTE

CITY: ORLANDO STATE: FLORIDA DATE: OCTOBER 25, 1995

For value received the receipt of which is hereby acknowledged, the
undersigned, AUTOMOTIVE ONE PART STORES, INC. AKA AUTOMOTIVE ONE PARTS STORES,
INC., a Florida corporation, (herein "PAYOR"), hereby promises to pay to the
order of A.P.S., INC., a Delaware corporation, (herein "PAYEE"), at its place of
business, 15710 John F. Kennedy Boulevard, Houston, Harris County, Texas 77032,
or such other place or places as PAYEE may from time to time name, the sum of
Two Million Four Hundred Fifty Thousand and no/100 Dollars ($2,450,000.00) in
legal and lawful money of the United States of America, with interest thereon
from date hereof until maturity at the rate of ten percent (10%) per annum.

The term of this Note is one (1) year less one (1) day. Principal and
interest is due an payable at maturity, October 24, 1996. All past due principal
and interest shall bear interest at the maximum nonusurious rate allowed by law
until paid.

This Note is issued pursuant to a Loan Agreement dated as of the date
hereof between Payor, as Borrower, and Payee, as Lender, reference to which is
hereby made as to Payee's rights of acceleration of the unpaid principal balance
hereof before stated maturity upon the happening of certain events and for all
other purposes.

This Note is secured by a Security Agreement of even date herewith from
the undersigned to the Payee and by real estate mortgages (herein "Mortgages")
of even date herewith.

If default is made in the payment, in whole or in part, of any
installment(s) as provided in this Note, or if any Event of Default as set forth
in the Loan Agreement or the Security Agreement occurs (the Note, Loan
Agreement, Security Agreement, Mortgages and Product Purchase Agreement herein
collectively referred to as the "LOAN DOCUMENTATION"), in the case of a default
in payment without notice, and in the case of an Event of Default in any or all
of the Loan Documentation, and the default is not cured within twenty (20) days
after Payee gives notice of the default, the Payee shall have the right and
option to declare the entire balance of principal and accrued interest on this
Note at once due, payable and mature and foreclose or require foreclosure of any
and all liens or Mortgages securing the payment hereof as provided in the Loan
Documentation securing the payment hereof as provided in the Loan Documentation
and to exercise any other right(s) which Payee may have available under the Loan
Documentation. Failure to exercise any right upon any
<PAGE> 2
default shall not constitute a waiver of Payee to exercise the right in the
event of any subsequent default and no delay of Payee in exercising any right
shall constitute a waiver or be deemed unenforceable under the doctrine of
latches or any other theory under which a right of Payee by delay in time may be
deemed unenforceable.

If this Note is not paid at maturity, regardless of how such maturity
might be brought about, and the same is placed in the hands of an attorney for
collection or suit is filed hereon, or proceedings are had in bankruptcy,
probate, receivership, reorganization or any other legal or judicial proceedings
for the collection hereof, the undersigned hereby agrees to pay all reasonable
attorney's and other fees and expenses incurred by payee in enforcing its rights
under the Loan Documentation or any other instrument by which Payor is bound to
Payee.

Any interest computation under this Note shall be at not more than the
maximum legal rate upon the portion of the face amount hereof representing
principal which remains unpaid from time to time, each installment being first
applied to the retirement of accrued interest and the remainder to the
principal, it being the intention of the parties hereto to conform strictly to
the laws of the State of Florida now in force, and in the event it should be
held that interest payable under this Note is in excess of the maximum permitted
by law, the interest chargeable hereunder (whether included in the face or
otherwise) shall be reduced to the maximum amount allowable by law and any
interest already paid in excess of that which is allowed will be considered a
reduction in principal.

Any term capitalized herein that is not defined in this Note shall have
the meaning ascribed too such term in the Loan Agreement.

All or any part of this Note may be prepaid at any time without
penalty.

AUTOMOTIVE ONE PART STORES, INC.
AKA AUTOMOTIVE ONE PARTS STORES, INC.

By: /s/ Robert H. Gentry, III
-----------------------------------------
Robert H. Gentry, III, President

-2-
<PAGE> 3
ATTEST:

By:
-----------------------------------------
Secretary

(SEAL)

-3-

<PAGE> 1
EXHIBIT 10.4

LOAN AGREEMENT

THE STATE OF FLORIDA )
) KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF ORANGE )

This Loan Agreement (the "AGREEMENT") dated as of October 25, 1995, is between
AUTOMOTIVE ONE PART STORES, INC. AKA AUTOMOTIVE ONE PARTS STORES, INC., a
Florida corporation, (the "BORROWER") and AUTOPARTS FINANCE COMPANY, INC., a
Delaware corporation, and A. P. S., INC., a Delaware corporation, (both
separately and collectively the "LENDERS").

The Borrower desires to borrow from the Lenders the amount of money set forth in
the promissory notes hereinafter described and credit for purchases of
merchandise on an open account basis and the Lenders are willing, subject to and
upon the terms and conditions herein set forth and in such other documents as
Borrower may execute for the benefit of Lenders, to lend such amount and to
provide open account credit to the Borrower.

Now, therefore, it is mutually agreed:

1. LOAN CLOSING DATE.

Subject to and upon the terms and conditions herein set forth, including the
definitions contained herein, the Lenders shall lend to the Borrower and the
Borrower shall borrow from the Lenders the sum of Four Million Nine Hundred
Fifty Thousand and No/100 Dollars ($4,950,000.00) evidenced by two (2)
promissory notes, one in the principal amount of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00) and the other in the principal
amount of Two Million Four Hundred Fifty Thousand and No/100 Dollars
($2,450,000.00). Such borrowing is being made simultaneously with the execution
of this Agreement at Orange County, Florida, on October 25, 1995, (the "Closing
Date").

The borrowing shall be evidenced by two (2) Promissory Notes, payable to the
order of Lenders in the forms annexed hereto as EXHIBITS "A-1" AND "A-2" (the
"NOTES"), which shall be dated the Closing Date, duly executed by the Borrower
with blanks appropriately filled in conformity herewith. The Notes shall mature
on October 25, 2010 and October 24, 1996, respectively unless earlier matured by
acceleration or as hereinafter described. The foregoing notwithstanding, the
Notes shall immediately become due and payable upon the sale of any assets of
Borrower not in the ordinary course of business or the

EXHIBIT A

transfer, assignment, sale, gift or other conveyance by any stockholder of
Borrower of any equity or debt security of Borrower to any person or entity
which is not a stockholder of Borrower on the date of the execution hereof.

The Notes shall bear interest from the date thereof to maturity on the unpaid
principal balance thereon at the rates specified therein.

2. SECURITY AND GUARANTEE

As security for and to guarantee the full and timely payment of the principal
and interest on the Notes, open account credit for the purchase of merchandise,
and all other indebtedness, sums due, expenses, advances or
<PAGE> 2
liabilities of the Borrower to the Lenders, whether now existing, created hereby
or hereafter arising (individually and collectively the "INDEBTEDNESS"):

a. The Borrower shall duly execute and deliver, or have executed and
delivered, to the Lenders, Security Agreements in the forms attached hereto as
EXHIBITS "B-1", "B-2" AND "B-3" (the "SECURITY AGREEMENTS") and a sufficient
quantity of Financing Statements pursuant to the Uniform Commercial Code, each
in form and substance satisfactory to the Lenders and its counsel, covering all
of the assets of Borrower more specifically described thereon, wherever located
and whether now owned or hereafter acquired by the Borrower and any proceeds
thereof, and shall additionally deliver to Lenders mortgages each in form and
substance satisfactory to Lenders or their counsel, executed by Borrower, upon
the real property set forth on EXHIBIT "C" hereto (the "Mortgages").

b. The Borrower shall cause to be duly executed and delivered to the
Lenders guarantees of the Borrower's Indebtedness to the Lenders and the
performance of all agreements, covenants, representations and warranties
hereunder and under any other agreement or understanding between Lenders and
Borrower (including but not limited to a Product Purchase Agreement dated
October 25, 1995 (the "Product Purchase Agreement") , a copy of which is
attached hereto as EXHIBIT "D".

c. The Lenders will, at Borrower's sole cost and expense, cause all
instruments and documents given as security pursuant to this Agreement to be
duly recorded and/or filed in all places necessary, in the reasonable opinion of
the Lenders or Lenders' counsel, to perfect and protect the Notes, any liens,
Mortgages or security interests of the Lenders in the property covered thereby.
The Borrower hereby authorizes the Lenders to file any financing statement in
respect of any security interest created pursuant to the Agreement which may at
any time be required or which, in the reasonable opinion of the Lenders, may at
any time be desirable although the same may have been executed only by the
Lenders, or, at the option of the Lenders, to sign such financing statement on
behalf of the Borrower and file the same, and the Lenders hereby irrevocably
designates the Lenders, its agent, representative, and designee as agent and
attorney-in-fact for the Borrower for this purpose. In the event that any
re-recording or refiling thereof (or the filing of any statements of
continuation or assignment of any financing statement) is required to protect
and preserve such Notes, liens, Mortgages or security interests, the Lenders
shall, at Borrower" s cost and expense, cause the same to be recorded and/or
refiled at the time and in the manner required by the Lenders.

e. The Borrower shall deliver to Lenders within thirty (30) days of
closing, waivers of landlords liens all in a form satisfactory to counsel for
Lenders.

f. The Borrower shall deliver to Lenders at closing a subordination
agreements of the forms set forth in EXHIBITS "E-1" AND "E-2" hereto.

3. CONDITIONS PRECEDENT

The effectiveness of this Agreement and the obligation of the Lenders to
consummate any of the transactions contemplated hereby shall, unless waived in
writing by Lenders, be subject to the satisfaction of each, every and all of the
following conditions precedent, at or prior to the time of the Closing Date.

a. The Lenders shall have received all the instruments, documents and
property then required to be delivered pursuant to Section 2 hereof or
<PAGE> 3
pursuant to the instruments and documents referred to in Section 2 hereof, and
the same shall be in full force and effect.

b. The Lenders shall have received a duly executed Notes in accordance
with Section 1 hereof.

c. All representations and warranties contained herein or otherwise
made to the Lenders in connection herewith, shall be true and correct.

d. There shall exist no Event of Default as defined in Section 7 hereof
and no condition, event or act which, with notice or lapse of time, or both,
would constitute an Event of Default.

e. All corporate and legal proceedings and all documents and
instruments in connection with the borrowing and pursuant to Section 2 and
Section 3 shall be satisfactory in form and substance to the Lenders and to
Lenders' counsel; the Lenders and their counsel shall have received all
information and copies of all documents, including records of corporate
proceedings, which the Lenders or their counsel may have reasonably required in
connection therewith, such documents where required by the Lenders or their
counsel to be certified by appropriate corporate or government authorities.

4. USE OF PROCEEDS

The Borrower agrees that the proceeds of the borrowing hereunder shall be used
to refinance existing indebtedness with the Lenders and to pay off certain other
existing indebtedness for which Borrower will deliver to the Lenders at closing
duly executed Pay Proceeds Letter(s).

5. REPRESENTATION AND WARRANTIES OF BORROWER

Borrower represents and warrants to the Lenders the following, all of which
representations and warranties shall survive the closing hereof.

a. Borrower (i) is a corporation duly organized, validly existing and
in good standing under the laws of the State of Florida, has not amended or
altered its Articles of Incorporation since its date of incorporation, and (ii)
is entitled to own or lease its properties and to carry on it's business at the
place(s) where such properties are now owned, leased or operated.

b. The financial statement of the Borrower attached hereto and marked
EXHIBIT "F" is complete and has been prepared in accordance with generally
accepted accounting principles. Such financial statement fairly presents the
financial condition of the Borrower at the date of such statement, and since
such date there has been no material change in the financial condition of the
Borrower.

c. There are no judicial, quasi-judicial or administrative proceedings
of any kind or nature now pending or threatened before any court or
administrative body in any manner involving Borrower, the Guarantors or any
properties of Borrower or the Guarantors, except as noted on EXHIBIT "G" hereto.

d. The execution, delivery and performance of this Agreement by
Borrower or the execution, delivery and performance of any documents,
contemplated herein or in the Notes, Security Agreements, Mortgages and other
documents executed contemporaneously herewith, shall not constitute a default
under any written or oral agreement to which Borrower or any Guarantor is a
party, nor the order of any court or any governmental or quasi-governmental body
or agency.
<PAGE> 4
e. This Agreement, the Notes, the Security Agreements, the Mortgages
and any other documents or agreements and actions contemplated herein have been
validly authorized by the Borrower, and its Board of Directors and Stockholders.

6. COVENANTS OF BORROWERS

As long as any part of the Indebtedness secured hereby remains unpaid, Borrower
covenants and represents to Lenders the following:

a. The Borrower shall maintain insurance in responsible companies in
such amounts as are reasonably requested by Lenders and against such risks as is
customarily carried by owners of similar businesses and properties. All such
insurance policies shall contain loss payable clauses payable to Borrower and
Lenders as their interests may appear, and all insurance policies and renewals
thereof shall be delivered to Lenders immediately upon issuance thereof,
together with receipts showing payment of all premiums thereon. Lenders shall
have the right to collect and receive all money that may become payable and
collectible on all such policies (whether through loss or damage, or otherwise)
and apply all or any part of the same, less a reasonable collection expense, as
a credit on the Indebtedness, even though such Indebtedness may not be due
according to its terms. At its option, Lenders may use any part of such money
for the replacement and restoration of any part of the damaged or destroyed
property. Any such money held by Lenders for replacement or restoration shall be
held without payment or allowance of interest. This provision shall not create
any duty on the part of the Lenders to collect insurance proceeds and the
Lenders shall not be responsible for the failure to collect the same regardless
of the cause of such failure.

b. The Borrower shall not further mortgage, pledge or voluntarily
subject to any lien or encumbrance any property or assets now owned or
hereinafter acquired by it without having first received the prior written
consent of the Lenders.

c. The Borrower shall-not sell or otherwise dispose of any of its
property or assets now owned or hereinafter acquired by it, except in the
ordinary course of trade and business without the prior written approval of the
Lenders.

d. The Borrower shall maintain a net working capital of at least
$1,625,000.00.

e. The Borrower shall maintain a ratio of current assets to current
liabilities of at least two to one.

f. The Borrower shall maintain a net worth of at least $1,350,000.00.

g. Borrower shall allow Lenders or their representatives access at all
reasonable times to their books and records for the purpose of making an audit
thereof.

h. On or before 20 days following the end of each calendar month the
Borrower shall furnish to Lenders a balance sheet and income statement, and if
Borrower has any parents, subsidiaries or affiliates, consolidating and
consolidated balance sheets and income statements reflecting their respective
financial conditions as of the end of such fiscal month.

7. DEFAULT

Upon the occurrence of any of the following events, (hereinafter called "Events
of Default") at the option of the Lenders, the entire balance of
<PAGE> 5
principal and accrued interest on the Notes and all other Indebtedness then
owing by the Borrower to the Lenders shall forthwith become due and payable on
demand of the Lenders without presentment, demand for payment, notice of
dishonor, protest, or notice of protest of any kind, all of which are hereby
expressly waived by Borrower and by each Guarantor.

a. If default is made in any payment, partial or whole, when due, of
any of the Notes, or any part thereof, or any extension, renewal or
rearrangement of the same.

b. If default is made by the Borrower in the payment of any
Indebtedness or with respect to the provisions of any, evidence of Indebtedness
or any agreement relating thereto other than as to Lenders, which default shall
continue and remain unwaived by the creditor for more than the period of grace,
if any, therein specified unless the debt is subject to a bona fide dispute.

c. If a petition for receivership or in bankruptcy (voluntary or
involuntary) or insolvency shall be filed by or against Borrower or any one or
all of the Guarantors, or if Borrower or any one or all of the Guarantors shall
make an assignment for the benefit of their creditors.

d. If any written warranty or representation made by Borrower to the
Lenders should prove to be untrue.

e. If Borrower or the Guarantors shall fail to perform any of the
covenants or agreements contained herein, the Notes , the Security Agreements,
the Mortgages or the Product Purchase Agreement.

f. If any assets of Borrower are sold other than in the ordinary course
of business without the prior written consent of the Lenders.

g. If there is any breach of any term of the Security Agreements.

h. If there is any breach of any term of the Notes.

i. If there is any breach of any term of this Agreement.

j. If there is any breach of any term of the Product Purchase
Agreement.

k. If there is any breach of any term of the Mortgages.

l. If any additional equity securities or debt securities are issued by
Borrower.

m. If any current stockholder of Borrower shall sell, assign, transfer,
give or convey any of his/her shares herein other than to a person who is a
stockholder on the date of this Agreement.

8. LIMITATION OF LIABILITY

Lenders shall not be liable for taking any action, or for omitting to take any
action, pursuant to this Agreement, or for any other actions except Lenders,
willful misconduct.

9. ATTORNEY'S FEES

Should Borrower or any Guarantor default as provided for in Section 7 hereof or
should Borrower default in any provision of any document contemplated hereby
including but not limited to the Notes, the Security Agreements, the
<PAGE> 6
Product Purchase Agreement and the Mortgages, Borrower shall be liable for and
shall pay all of Lenders' attorney's fees, including but not limited to costs of
court, court reporter fees, and paralegal fees regardless of whether the matter
of the default is brought to judgment, settled or compromised plus any interest
thereon as called for in the Security Agreements or the Notes.

10. ADDITIONAL DOCUMENTS

Borrower shall execute and cause the Guarantors and shareholders of Borrower to
execute any and all additional documents which in the opinion of Lenders are
reasonably necessary to cause the Indebtedness secured hereby to be secured and
remain secured.

11. SEVERABILITY PROVISION

Any provision of this instrument prohibited by or invalid under the laws of any
jurisdiction in which this document is to be enforced shall, as to that
jurisdiction, be ineffective to the extent of such prohibition or invalidity
without invalidating the remaining provisions of this instrument.

Whenever any words are used herein in masculine gender they shall be
construed as though they were also used in feminine gender in all cases where
they would so apply and whenever any words are used herein in the singular form,
they shall also be construed as though they were also used in the plural form in
all cases where they would also apply.

12. NOTICE

Every provision for notice, demand or request required in this Agreement or by
applicable law shall be deemed fulfilled by written notice, demand or request,
mailed or personally served on the party entitled thereto or on its successors
or assigns. If mailed, such notice, demand or request shall be made by certified
or registered mail, and deposited in any post office station or letter-box,
enclosed in a postage paid envelope addressed to such party at its address set
forth below, or such other address as either party hereto shall direct by like
written notice and shall be deemed to have been made on the fourth (4th) day
following posting as aforesaid and, if personally. served, notice shall be given
on the date notice is served. For the purposes herein, notices shall be sent to
Borrower and Lenders as follows:

Borrower: Automotive One Part Stores, Inc.
AKA Automotive One Parts Stores, Inc.
701 West Church Street
Orlando, Florida 328D2
Attn: Robert H, Gentry, III, President

With a copy to: Gary Siegel, Esquire
6500 S. Highway 17-92
Fern Park, Florida 32730

Lenders: Autoparts Finance Company, Inc.
15710 John F. Kennedy Boulevard, Suite 700
Houston, Texas 77032
Attn: Director of Credit

and: A. P. S., Inc.
15710 John F. Kennedy Boulevard, Suite 700
Houston, Texas 77032
Attn: Vice President & General Counsel
<PAGE> 7
13. EXHIBIT AND SCHEDULES

Each and every exhibit and schedule recited herein and annexed to this Agreement
are by this reference made a party hereof as though set forth verbatim in the
body hereof.

14. INTERPRETATION; CONSTRUCTION

This Agreement shall be interpreted and construed in accordance with the laws of
the State of Florida without regard to any conflicts of laws.

BORROWER:

ATTEST: AUTOMOTIVE ONE PARTS STORES, INC.

/s/ By: /s/
- -------------------------------- -------------------------------------

LENDER:

ATTEST: AUTOPARTS FINANCE COMPANY, INC.

/s/ By: /s/
- -------------------------------- -------------------------------------

LENDER:

ATTEST: A. P. A., INC.

/s/ By: /s/
- -------------------------------- -------------------------------------

STATE OF FLORIDA )
)
COUNTY OF _________________)

BEFORE ME, the undersigned Notary Public in and for said County and
State, on this day personally appeared _______________________ , ___________
_______________ of Automotive One Part Stores, Inc., AKA Automotive One Parts
Stores, Inc., known to me to be the person whose name is subscribed to the
foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ______________ day of
____________, 1995.

-----------------------------------
Notary Public

My Commission Expires:
-------------
<PAGE> 8
STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public in and for said County and
State, on this day personally appeared ________________________________,
________________________________ of Autoparts Finance Company, Inc., known to me
to be the person whose name is subscribed to the foregoing instrument and
acknowledged to me that he executed the same for the purposes and consideration
therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _______________ day of
______________, 1995.

-----------------------------------
Notary Public

My Commission Expires:
-------------

STATE OF TEXAS )
)
COUNTY OF HARRIS )

BEFORE ME, the undersigned Notary Public in and for said County and
State, on this day personally appeared ___________________________________,
_______________________ of A. P. S., Inc., known to me to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he
executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this _______________ day of
___________________, 1995.

-----------------------------------
Notary Public

My Commission Expires:
-------------

<PAGE> 1
EXHIBIT 10.4.1

LOAN MODIFICATION AGREEMENT
PTC-4
2-26-97

THIS LOAN MODIFICATION AGREEMENT (this "Agreement") is made and entered
into as of this 20th day of February, 1997, by and among Automotive One Parts
Stores, Inc. ("Automotive One"), A.P.S., Inc. ("APS") and Autoparts Finance
Company, Inc. ("AFCO").

WHEREAS, On or about December 17, 1993, Automotive One and APS entered
into that certain Continuing Credit Agreement and Security Agreement, that
certain Guaranty of Account executed by Mr. Robert H. Gentry, III and Ms.' Joyce
G '. Seifert and certain other documents executed in connection therewith
(collectively, the-"Open Account Documents"), whereby Automotive One was allowed
to purchase, on open Account, merchandise supplied by APS and to be paid for in
accordance with specified terms and secured by certain collateral, as more
specifically set forth therein; and

WHEREAS, On or about October 25, 1995, Automotive One executed that
certain Promissory Note in favor of APS evidencing a loan in the original
principal amount of $2,450,000 (the "APS NOTE"), the obligations of which are
secured by that certain Security Agreement dated October 25, 1995, by and
between Automotive One and APS, that certain Guaranty executed by Robert H.
Gentry, III and certain other documents executed in connection therewith
(collectively, the "APS SECURITY DOCUMENTS" and that certain Mortgage Deed dated
October 25, 1995, by and among Automotive One, APS and AFCO (the "MORTGAGE DEED"
recorded in the real property records of Orange, Seminole and Brevard Counties,
Florida; and

WHEREAS, On or about October 25, 1995, Automotive One executed that
certain Promissory Note in favor of AFCO evidencing a loan in the original
principal amount of $2,500,000 (the "AFCO NOTE"), the obligations of which are
secured by that certain Security Agreement dated October 25, 1995, by and
between Automotive One and AFCO, that certain Guaranty executed by Robert H.
Gentry, III and certain other documents executed in connection therewith
(collectively, the "AFCO SECURITY DOCUMENTS") and the Mortgage Deed; and

WHEREAS, On or about October 25, 1995, Automotive One, APS and AFCO
entered into that certain Loan Agreement (the "LOAN AGREEMENT"), in the form
attached to hereto as EXHIBIT "A" governing the rights and obligations of the
parties with respect to, among other things, the APS Note and the AFCO Note; and

WHEREAS, On or about October 25, 1995, Automotive One and APS entered
into that certain Product Purchase Agreement (the "PRODUCT PURCHASE AGREEMENT")
requiring, among other things, Automotive One to purchase, and APS to supply,
merchandise; and

WHEREAS, Automotive One is currently in default of its obligations with
respect to the APS Indebtedness, the AFCO Indebtedness and the Open Account
Indebtedness (each as hereinafter defined), in each case, by, among other
things, failing to make the required payments
<PAGE> 2
due thereon. As a result, APS and AFCO have certain rights under the various
Loan Documents including, but not limited to, the right to foreclose the
Mortgage Deed, foreclose its security interest, cancel the right of Automotive
One to purchase from APS, etc., any one of which would have a material adverse
effect on Automotive One and its business; and

WHEREAS, Automotive One has requested that APS and AFCO defer
exercising any of such rights and further agree to certain modifications of the
APS Indebtedness, the AFCO Indebtedness and the Open Account Indebtedness for
the purpose, among other things, of allowing Automotive One a grace period
within which to raise funds sufficient to pay the Indebtedness in full and
continue to have the right to purchase from APS on the credit terms as set forth
in this Agreement. Such requests include a deferral of interest, a postponement
of the maturity date and other accommodations; and

WHEREAS, APS and AFCO are each willing to enter into certain
modifications of the APS Indebtedness, the AFCO Indebtedness and the Open
Account Indebtedness upon the terms and conditions set forth herein. As a
result, APS and AFCO are deferring their right to exercise remedies available to
them, including the right to foreclose on certain real and personal property of
Automotive One, and to further permit Automotive One to continue to purchase
from APS. In addition, APS and AFCO are willing to defer the payment of
principal and interest for a limited period of time and under certain
circumstances to waive default interest in its entirety in an effort to assist
Automotive One in its business.

NOW, THEREFORE, in consideration of the mutual premises herein
contained, the parties do hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1. I DEFINED TERMS. In addition to other terms defined herein,
as used in this Agreement:

AFCO INDEBTEDNESS means any and all obligations and amounts
owing or to be owing by Automotive One to AFCO in connection with
the AFCO Note, the AFCO Security Documents, the Mortgage Deed and
the Loan Agreement, (which would include by definition, current and
continuing interest).

APS INDEBTEDNESS means any and all obligations and amounts
owing or to be owing by Automotive One to APS in connection with the
APS Note, the APS Security Documents, the Mortgage Deed and the Loan
Agreement, (which would include by definition, current and
continuing interest).

2
<PAGE> 3
FILING DATE means May 30, 1997.

INDEBTEDNESS means, collectively, the APS Indebtedness, the
AFCO Indebtedness and the Open Account Indebtedness and other
amounts due under this Agreement such as Closing Costs (as defined
below) (which would include by definition, current and continuing
interest).

LOAN DOCUMENTS means, collectively, the Open Account
Documents, the APS Note, the APS Security Documents, the AFCO Note,
the AFCO Security Documents, the Mortgage Deed, the Loan Agreement
and the Product Purchase Agreement.

NOTICE OF DEFAULT means the letter dated October 4, 1996, from
Patrick T. Christiansen of Akerman, Senterfitt & Eidson, P.A., to
Automotive One regarding notice of default and accelerating and
demanding payment of the principal amounts outstanding under the APS
Indebtedness, the AFCO Indebtedness and the Open Account
Indebtedness, together with accrued interest and default charges.

MATURITY DATE means the earlier to occur of (i) the date of
receipt by Automotive One of the proceeds of a public offering of
shares of its common stock which are registered with the Securities
Exchange Commission and (ii) July 31, 1997.

OPEN ACCOUNT INDEBTEDNESS means any and all obligations and
amounts owing or to be owing by Automotive One to APS in connection
with the Open Account Documents and the Product Purchase Agreement,
including all amounts currently due for product purchases made by
Automotive One from APS and amounts hereafter due for additional
product purchases from APS, (which would include by definition,
current and continuing interest).

PRODUCT RETURN CREDIT shall mean a credit due Automotive One
for the return to APS of certain automotive parts which have
previously been purchased by Automotive One from APS, and which
return and credit are in compliance with the product return policy
of APS.

REAL PROPERTY means the parcels of real property in which APS
and AFCO currently has a mortgage interest pursuant to the Mortgage
Deed (as defined below) and those parcels of real

3
<PAGE> 4
property set forth on EXHIBIT "B" hereto in which APS and AFCO will
have a mortgage interest pursuant to a modification of the Mortgage
Deed (the "MORTGAEE DEED MODIFICATION") to be executed
contemporaneously with this Agreement.

Section 1.2 OTHER DEFINED PROVISIONS. All terms defined in this
Agreement, whether or not defined in Section 1.1, have the meanings provided
herein when used herein or in the documents attached hereto as Exhibits or in
any other document, certificate or instrument made or delivered pursuant hereto
or thereto, unless otherwise defined therein.

ARTICLE II
AMOUNTS OUTSTANDING

Section 2.1 Outstanding Balances. As of the dates indicated below,
subject to any Product Return Credit as set forth in Section 2.4 below, the
following amounts are outstanding on each indebtedness described below:

<TABLE>
<CAPTION>
PRINCIPAL ACCRUED & UNPAID ACCRUED & UNPAID
BALANCE INTEREST AT NON- INTEREST AT
DEFAULT RATE DEFAULT RATE
<S> <C> <C> <C>
APS Indebtedness $2,243,995.73 $304,743.21 $132,455.11
(01/31/97)

AFCO Indebtedness $2,465,467.67 $191,190.16 $ 13,339.83
(01/31/97)

Open Account Indebtedness $1,947,533.57 N/A $ 72,367.70
(01/25/97)
</TABLE>

In addition to the foregoing amounts, there shall continue to be due and owing
to APS (with respect to the APS Indebtedness and the Open Account Indebtedness),
and AFCO (with respect to the AFCO Indebtedness), from and after the date
hereof, additional interest and other amounts as may accrue from time to time
under the Loan Documents pertaining to each; PROVIDED, HOWEVER, that no
additional advances of principal will be allowed under the APS Note or the AFCO
Note. There shall be further added to the foregoing indebtedness (to be secured
by the Mortgage Deed) any and all costs and expenses associated with the
transaction contemplated by this Agreement including, but not limited to, all
costs and attorneys' fees of APS and AFCO and any recording or similar expenses
associated wit ' h the Mortgage Deed or acquiring a mortgage on the additional
parcels of real property (the "CLOSING COSTS"). Said Closing Costs shall, if not
previously paid, be paid on the Maturity Date and shall be secured by the
Mortgage Deed. Interest shall not accrue on the Closing Costs PROVIDED, HOWEVER
if the Closing Costs are not paid by the Maturity Date then interest will accrue
on the Closing Costs at the default rate from and after the Maturity Date.

4
<PAGE> 5
Section 2.2 COSTS AND ATTORNEY'S-FEES. To the extent Automotive One
does not comply with the terms of this Agreement or the other documents executed
in connection herewith, additional costs and attorneys' fees may be incurred by
APS or AFCO as a result of enforcing their rights under the Loan Documents, this
Agreement or the other documents executed in connection herewith. The parties
hereby agree that any such costs an . d fees shall be paid by Automotive One to
APS or AFCO, to the extent incurred by each, on or before the Maturity Date. All
such amounts shall be further secured by the Mortgage Deed.

Section 2.3 AMOUNTS DUE, NO DEFENSES OR SET-OFFS. Automotive One hereby
agrees as follows:

(a) That the amounts set forth in Section 2.1 as being due and
owing by Automotive One are absolutely and unconditionally due and
owing to APS and AFCO, as applicable, in accordance with the terms
of the Loan Documents, as modified hereby.

(b) That each and all of the Loan Documents, and the rights
and remedies granted to APS or AFCO thereunder, are fully binding
upon and enforceable against Automotive One in accordance with their
respective terms.

(c) That, subject to any Product Return Credit as set forth in
Section 2.4 below, (and which Product Return Credit is only
applicable to the Open Account Indebtedness), Automotive One is not
now entitled to any claim, counterclaim, defense, affirmative
defense, or right of set-off or recoupment whatsoever against APS or
AFCO or either of their successors or assigns with regard to the
payment of any or all of the amounts described in Section 2.1 or the
enforcement of any of the rights and remedies of APS or AFCO under
any of the Loan Documents, and Automotive One does hereby release,
waive and surrender any and all claims, counterclaims, defenses,
affirmative defenses, and rights of set-off or recoupment
whatsoever, whether known or unknown, relating to acts, events,
conduct or any other matter occurring at or prior to the execution
and delivery of this Agreement that Automotive One might otherwise
have been entitled to assert or allege against APS or AFCO for any
reason, including, without limitation, any matter related to,
connected with, arising out of or regarding the payment of the
amounts described in Section 2.1 to APS or AFCO, or the enforcement
of any provision of any of the Loan Documents.

5
<PAGE> 6
The provisions set forth in this Section 2.3 and Section 2.4 below are a
material inducement for each of APS's and AFCO's willingness to enter into this
Agreement. Without the agreement of Automotive One to this provision, neither
APS nor AFCO would have been willing to execute this Agreement and each would
have proceeded with the collection of the APS Indebtedness, the AFCO
Indebtedness and the Open Account Indebtedness, as applicable, and the
enforcement of each of their respective rights and remedies under the Loan
Documents, free of the conditions and restrictions set forth herein.

Section 2.4 PRODUCT RETURN CREDIT. Automotive One hereby agrees as
follows in regard to Product Return Credit:

(a) If and to the extent Automotive One is entitled to any
Product Return Credit, it shall serve as a credit only against the
Open Account Indebtedness, and shall not serve as a credit against
the APS Indebtedness or the AFCO Indebtedness.

(b) Any Product Return Credit shall only be for the return to
APS by Automotive One of automotive parts which were previously
purchased by Automotive One from APS. Automotive One shall not be
entitled to any other credits whatsoever except for Product Return
Credits. Further, for Automotive One to be entitled to any such
credit for the return of automotive parts, the return must be in
strict compliance with APS's policy for accepting the return of
automotive parts and issuing a credit.

(c) In regard to all automotive parts returned by Automotive
One to APS on or prior to December 25, 1996, Automotive One
acknowledges that it has received all Product Return Credits, and
Automotive One is not entitled to any further Product Return Credits
for automotive parts returned to APS prior to December 25, 1996.
Accordingly, the only Product Return Credits that Automotive One
will be entitled to, if any, are for automotive parts returned to
APS after December 25, 1996.

It is the intent of this Section to enable Automotive One to agree to the
amounts outstanding in Section 2.1 above in regard to Open Account Indebtedness,
as the parties are currently processing returns and credits and cannot as of any
particular recent date agree as to the amount absolutely and unconditionally
owing on the Open Account Indebtedness. It is only because of those product
returns and requests for credits that said absolute amount cannot be agreed to.
Accordingly, this Section 2.4 has been added to make available to Automotive One
in strict compliance with APS's product return policy credits, but only for
product which has been returned to APS by Automotive One after December 25,
1996. As such, Automotive One shall not be entitled to any credits whatsoever
for any purpose whatsoever in regard to product return or any other matters
occurring prior to December 26, 1996.

6
<PAGE> 7
Automotive One may obtain change over credits (which are not Product
Return Credits) to the Open Account Indebtedness pursuant to that certain letter
dated February 25, 1997 from Mr. Michael L. Preston of APS to Mr. Bobbie Gentry
of Automotive One.

ARTICLE III

PAYMENT OF INDEBTEDNESS

Section 3.1 Automotive One hereby agrees to pay to APS and AFCO, as
appropriate, the Indebtedness as follows:

APS Indebtedness: Non-default rate interest as set forth in
the APS Note shall continue to accrue on the
past due principal balance amount set forth
in Section 2.1; however, no payments of
interest shall be required until the
Maturity Date, at which time the entire
outstanding principal balance plus accrued
interest shall be due and payable in full.

AFCO Indebtedness: Non-default rate interest as set forth in
this AFCO Note shall continue to accrue on
the outstanding principal balance; HOWEVER,
no payments of interest or principal shall
be required until the Maturity Date, at
which time the entire outstanding principal
balance plus accrued interest shall be due
and payable in full.

Open Account
Indebtedness: Between the date of this Agreement and the
Maturity Date, Automotive One shall pay
before the close of business on Monday (or,
if Monday is a holiday, then on the next
succeeding business day) of each week, an
amount equal to the total of the immediately
preceding week's purchases of merchandise
from APS. Also, during such period, any
credits to which Automotive One may be
entitled from APS with respect to
merchandise returns shall be credited by APS
against the outstanding past due balance
owed by Automotive One on the Open Account
Indebtedness. Any credits to which
Automotive One may be entitled from APS with
respect to cores and defects shall be
credited by APS against the outstanding
current balance owed by Automotive One on
the Open Account Indebtedness. On the
Maturity Date, Automotive One shall pay so
much of the outstanding balance on the Open
Account Indebtedness as is necessary to
cause Automotive One to have fully paid for
all purchases from APS plus any interest or
other service charges and deferred amounts
associated therewith other than those

7
<PAGE> 8
occurring within the monthly pay period in
which the Maturity Date occurs.

Section 3.2 DEFAULT STATUS. Automotive One acknowledges receipt of the
Notice of Default. Subject to the proviso in the following sentence, by their
execution of this Agreement, APS and AFCO each agree to withhold any actions
they may be entitled to take under the Loan Documents as a result of default by
Automotive One. Provided Automotive One strictly complies with all of its duties
and obligations under this Agreement, the other documents executed in connection
herewith and the Loan Documents, as modified hereby, then the Notice of Default
shall be withdrawn. If, however, a nonmonetary default should occur under this
Agreement or the other documents executed in connection herewith, or any
additional or future defaults should occur under the Loan Documents, as modified
hereby, and Automotive One fails to cure said default within twenty (20)
business days after written notice of said default has been give to Automotive
One then the Notice of Default shall automatically be reinstated as to the
notice of default provided therein and any agreement by APS or AFCO to withhold
any actions either may be entitled to take under the Loan Documents, this
Agreement or the other documents executed in connection herewith shall no longer
be effective and each shall be entitled immediately to exercise any and all of
its remedies under the Loan Documents, this Agreement or the other documents
executed in connection herewith without any further notice to Automotive One. If
Automotive One should fail to make any payment required under this Agreement or
the other documents executed in connection herewith, or under the Loan
Documents, as modified hereby, then Automotive One shall have five (5) business
days following receipt of written notice from APS or AFCO of such failure to pay
within which such failure before a default shall have occurred, PROVIDED,
HOWEVER, no notice of default is required to be given and no grace or cure
period is applicable with respect to payments due on the Maturity Date. Upon the
occurrence of such default, any argument by APS or AFCO to withhold any actions
either may be entitled to take under the Loan Documents, this Agreement or the
other documents executed ion connection herewith shall no longer be effective
and each shall be entitled immediately to exercise any and all of its remedies
under the Loan Documents, this Agreement or the other documents executed in
connection herewith without any further notice to Automotive One.

Section 3.3 DEFAULT INTEREST. The parties hereby agree:

(a)Provided Automotive One timely makes all payments required
of it under Section 3.1, APS and AFCO each agree to waive the Default
Interest (as defined below) to which it is entitled as set forth in
Section 2.1 with respect to the APS Indebtedness and the AFCO
Indebtedness. For purposes of this provision, "DEFAULT INTEREST" shall
mean only that additional interest that is based on the default rate
set forth in the Loan Documents, and includes the Default Interest set
forth in Section 2.1 above as well as future Default Interest that may
accrue prior to the Maturity Date. Default Interest does not include
interest that has accrued and continues to accrue at the non-default
rate set forth in the Loan Documents.

8
<PAGE> 9
(b) If Section 3.3 (a) is not applicable due to Automotive
One's default under this Agreement, any other document executed in
connection herewith or the Loan Documents, as modified hereby, neither APS
nor AFCO shall be deemed to have waived the Default Interest to which each
is entitled, and all Default Interest shall be due and owing to each as of
the date of such default.

Section 3.4 FAILURE TO MAKE REQUIRED PAYMENTS. If Autom6tive One should
fail to make any of the payments required by Section 3.1 after any applicable
notice and cure period, Automotive One shall immediately be in default of this
Agreement. At such time, Automotive One shall no longer be entitled to any
rights or privileges under this Agreement, the Notice of Default shall
immediately be reinstated as to the notice of default provided therein and APS
and AFCO each shall be entitled to exercise any and all remedies available to it
under the Loan Documents, this Agreement or the other documents executed in
connection herewith.

Section 3.5 ADDITIONAL COLLATERAL. As additional collateral to secure
the Indebtedness and obligations of Automotive One under this Agreement, the
other documents executed in connection herewith and the Loan Documents, as
modified hereby, Automotive One (or such other party as may have an interest
therein) shall grant to APS and AFCO a mortgage interest in the parcels of real
property described on Exhibit B attached hereto (the "ADDITIONAL REAL PROPERTY")
and shall take any and all further actions and execute such other documents as
may be appropriate or necessary to vest in APS and AFCO such mortgage interest,
including, without limitation, the transfer of title to any such Additional Real
Property ' if not held by Automotive One prior to the filing of the Mortgage
Deed Modification. Any filing fees, taxes and other costs (including, without
limitation, attorney's fees) incurred by APS or AFCO associated with the grant
of such mortgage interest (i.e. a Closing Cost) shall be at the sole cost and
expense of Automotive One and, if not immediately paid by Automotive One, shall
be added to the indebtedness owed and shall be secured by the mortgage deed and
paid by no later than the Maturity Date. As set forth in Section 2.1 above,
interest will not accrue on any Closing Cost provided that the Closing Costs are
paid by the Maturity Date. Additionally, Robert H. Gentry, III and Janice Sue
Gentry, his wife, shall further execute and deliver to APS and AFCO their
continuing, absolute and unconditional guaranty for all obligations of
Automotive One with respect to the APS Note, all obligations of Automotive One
with respect to the AFCO Note, and all amounts currently owed or which may
hereafter be owed under the Open Account Indebtedness, the form of which
guaranty is attached hereto as Exhibit C (the "GUARANTY").

Section 3.6 NO OBLIGATION TO PURSUE COLLATERAL.

(a) Notwithstanding the past, present or future granting of
additional collateral to APS or AFCO to secure the Indebtedness,
neither APS nor AFCO shall be under any duty or obligation first to
pursue or proceed against any collateral or any person liable for the
payment of any portion of the Indebtedness in the event of a default by
Automotive One under this Agreement, the other documents executed in
connection herewith or the Loan Documents, as modified hereby, but may
proceed immediately against any collateral securing, or obligor or
guarantor of, the Indebtedness. In the event of a default by

9
<PAGE> 10
Automotive One, the rights of APS and AFCO shall be cumulative
and each may, in its sole discretion,, elect to exercise any one or
more of the rights granted to it by this Agreement, the documents
executed in connection herewith, the Loan Documents or under applicable
law, all of which rights shall be cumulative.

(b) Automotive One does hereby state that its obligation for
payment of the Indebtedness is absolute and unconditional and that APS
and AFCO may each release, discharge or substitute any collateral
whatsoever or release or modify the obligations of any party liable for
payment of any or all of the Indebtedness upon such terms and
conditions as it may, in its sole discretion, wish, without notice to
Automotive One. Neither APS nor AFCO shall be under any obligation to
perfect any security interest in or otherwise preserve any collateral
granted to it at any time for purposes of securing the Indebtedness.

ARTICLE IV

FORECLOSURE; APPOINTMENT OF A RECEIVER, ETC.

Section 4.1 FORECLOSURE. The parties hereto agree that, upon the
occurrence of a default by Automotive One under this Agreement, the documents
executed in connection herewith or the Loan Documents, as modified hereby, after
the date hereof, APS and AFCO shall each be entitled promptly to institute a
judicial foreclosure action against the Real Property or any portion thereof in
the Circuit Court of Orange, Seminole or Brevard Counties Florida, as
applicable. Automotive One agrees that service of process upon it with regard to
such action may be legally and validly effectuated by mailing copies of the
summons and foreclosure complaint to:

Robert H. Gentry, III
President
AUTOMOTIVE ONE PARTS STORES, INC.
701 West Church Street
Orlando, Florida 32801

who shall accept service of process on behalf of Automotive One, and who is
hereby appointed irrevocably by Automotive One to accept said service. In
accordance with the provisions of Section 2.3, Automotive One further agrees and
acknowledges that it is not entitled to, and will not assert, any claim,
counterclaim, defense, affirmative defense or right of set-off or recoupment
whatsoever against APS or AFCO, or their successors or assigns, in such
foreclosure action or otherwise relating to any act, event, conduct or other
matter whatsoever occurring at or prior to the execution and delivery of this
Agreement and shall, upon the request of either APS or AFCO, consent to the
entry of a final judgment of foreclosure in favor of APS or AFCO in such action,
which final ji4ogment shall, among other things, fix the amount of the debt as
stated in Article 11, determine that APS's or AFCO's mortgage lien, as
applicable, is superior to any rights of Automotive One in the Real Property,
and shall order the sale of such Real Property and application of the proceeds
thereof, if any, to the Indebtedness.

10
<PAGE> 11
Section 4.2 APPOINTMENT OF A RECEIVER. By its execution hereof,
Automotive One agrees that it shall, upon the request of either APS or AFCO,
consent to the appointment of a receiver in the foreclosure action referenced in
Section 4.1, which receiver shall be responsible for the operation of the Real
Property and for the collection of all rents arising therefrom, if any. Should
Automotive One fail to consent to the appointment of any such receiver, then it
agrees, by its execution hereof, that APS and AFCO shall each be entitled, upon
request made in any such action, to the immediate appointment of a receiver on
an ex parte basis, without regard to the solvency or insolvency of Automotive
One or the value of any parcel of the Real Property. In such action, if
Automotive One is in monetary default, Automotive One further agrees to a bond
of $100.00. This Section relates only to the Mortgage Deed as it relates to the
Real Property and does not relate to any personal property of Automotive One.

Section 4.3 RELIEF FROM STAY. Automotive One is entering into this
Agreement with the express understanding that Automotive One will not hereafter
voluntarily file and seek the entry of an order for relief in any case under the
Bankruptcy Code of 1978, as amended (the "Bankruptcy Code") or consent to the
entry of an order for relief in any involuntary case under the Bankruptcy Code.
If Automotive One does file a voluntary case or does consent to any such
involuntary case under the Bankruptcy Code, Automotive One agrees that APS's and
AFCO's mortgage, security or other interest in the Real Property and other
personal property assets of Automotive One will not be adequately protected and
that APS and AFCO, upon request, shall each be entitled to immediate ex parte
relief from the automatic stay under Section 362 (d) (1) of the Bankruptcy Code
and that it shall not object to or in any other manner seek to forestall the
grant of such relief to APS or AFCO.

Section 4.5 EFFECT OF PERFORMANCE BY AUTOMOTIVE ONE. Provided all of
the following conditions are met and have occurred, APS and AFCO shall cause to
be released, at the sole cost and expense of Automotive One, each of their
mortgage interests in the Real Property and each of their interests in the other
personal property assets of Automotive One securing the APS Indebtedness and the
AFCO Indebtedness. Nothing herein shall be construed as requiring APS to release
its interest in the personal property assets of Automotive One securing the Open
Account Indebtedness, which the parties acknowledge and agree shall remain to
secure Automotive One's continuing obligations with respect to such Open Account
Indebtedness. The conditions are the following:

(a) Automotive One has timely paid all amounts due under
Section 3.1; and

(b) Automotive One is not at said time in default with
-respect to any obligation set forth in this Agreement, the documents
executed in connection herewith or the Loan Documents, as modified
hereby.

Nothing in this Section 4.5 shall be deemed or construed as a release or waiver
by APS of any obligations owed by Automotive One under the Open Account
Documents or the Product Purchase Agreement, which shall remain in full force
and effect irrespective of the meeting of the above conditions by Automotive
One.

11
<PAGE> 12
ARTICLE V

MISCELLANEOUS

Section 5.1 RATIFICATION OF LOAN DOCUMENTS. The parties hereby confirm
and ratify the terms and conditions of the Loan Documents and agree that the
Loan Documents are in full force and effect, enforceable in accordance with
their terms, except as otherwise expressly set forth in this Agreement.

Section 5.2 TIME OF ESSENCE; GOVERNING LAW. Time is of the essence of
this Agreement. This Agreement shall be construed in accordance with, and
governed by, the law of the State of Florida.

Section 5.3 COSTS AND ATTORNEY'S FEES. In the event of any default
under this Agreement, the documents executed in connection herewith or the Loan
Documents, as modified hereby, Automotive One shall be obligated for and shall
pay all costs and attorneys' fees incurred by APS and AFCO in any proceeding
upon this Agreement, the documents executed in connection herewith or the Loan
Documents. As used herein, costs and attorneys' fees shall include costs and
attorneys' fees incurred in any proceeding including any appeal therefrom.

Section 5.4 AUTHORITY OF AUTOMOTIVE ONE. Automotive One hereby
represents and warrants to APS and AFCO that Automotive One has all requisite
corporate power and authority to execute and deliver this Agreement and that
this Agreement constitutes, and the documents executed by Automotive One in
connection with this Agreement constitute, the valid and legally binding
obligation of Automotive One, enforceable in accordance with their respective
terms and conditions. In addition, Automotive One shall further pay on or before
the Maturity Date to APS and AFCO all costs, expenses and attorneys' fees
incurred by APS and AFCO in connection with the transactions contemplated by
this Agreement.

Section 5.5 NON-CONTRAVENTION. Neither the execution and delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will violate any law to which Automotive One is subject, any provision of the
charter, bylaws or other organizational documents of Automotive One or conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, or require any notice or consent under, any agreement,
contract, lease, license, instrument or other arrangement to which Automotive
One is a party or by which it may be bound.

Section 5.6 CROSS-DEFAULT AND CROSS-COLLATERALIZATION. To the extent
not already provided in the Loan Documents, Automotive One hereby acknowledges
and agrees that any default under its obligations with respect to any one of the
APS Indebtedness, the AFCO Indebtedness or the Open Account Indebtedness shall
also constitute a default with respect to the other two. A default under the
Loan Agreement (as modified by this Agreement) shall also constitute a default
under each other obligation owing from Automotive One to APS or AFCO. Similarly,
to the extent not already provided in the Loan Documents, any collateral pledged
or to

12
<PAGE> 13
be pledged to secure the obligations of Automotive One with respect to any one
of the APS Indebtedness, the AFCO Indebtedness or the Open Account Indebtedness
shall secure all obligations of Automotive One to APS and AFCO, including all
obligations under the Loan Agreement as modified by this Agreement.

Section 5.7 GUARANTORS. By their individual execution of this
Agreement, Mr. Robert H. Gentry, III and Janice Sue Gentry, his wife, each a
shareholder of Automotive One, hereby each agrees to execute the Guaranty and
acknowledges this Agreement and the obligations of APS and AFCO as set forth
herein as due and valid consideration therefor. Each Guarantor confirms that the
Guaranty is in full force and effect and is not subject to any claim,
counterclaim, defense, or other right of offset.

Section 5.8 WAIVER OF JURY TRIAL. THE PARTIES HERETO KNOWINGLY9
VOLUNTARILY AND INTENTIONALLY, AFTER CAREFUL CONSIDERATION AND AN OPPORTUNITY TO
SEEK LEGAL ADVICE, EACH WAIVES ITS RIGHT TO HAVE A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY OF THE PROVISIONS
OF THIS AGREEMENT OR ANY OTHER DOCUMENTS EXECUTED IN CONNECTION HEREWITH.

Section 5.9 REAL ESTATE COLLATERAL. Automotive One has granted or
caused to be granted and will further grant or cause to be granted to APS and
AFCO by virtue of this Agreement a mortgage on all the real property owned by or
used by Automotive One in its business except for (i) real property leased from
unaffiliated third parties and (ii) a parcel referred to as the Roanoke parcel,
which is located at Roanoke, Virginia. Automotive One represents to APS and AFCO
that they will have a mortgage lien on all real property owned or used by
Automotive One except for (i) real property leased from unaffiliated third
parties, and (ii) the Roanoke parcel. Further, to the extent any of said parcels
are subject to a prior mortgage, Automotive One will keep current and not
default under said prior mortgage. Automotive One will execute such further
documents as may be necessary so as to grant to APS and AFCO a mortgage lien on
all such real property except.

Section 5.10 LOAN COVENANTS. In regard to the financial covenants set
forth in paragraphs 6(d), (e) and (f) of the Loan Agreement, compliance with
those financial covenants by Automotive One is hereby waived until the Maturity
Date, PROVIDED, HOWEVER, that if Automotive One fails to meet the covenant in
the following sentence, then Automotive One will be required to comply with such
financial covenants commencing as of June 1, 1997. Automotive One further
covenants and agrees that it will file with the Securities and Exchange
Commission a registration statement under the Securities Act of 1933, as
amended, for an initial public offering of its shares by no later than the
Filing Date. Automotive One shall keep APS and AFCO advised as to the status of
said filing and furnish APS and AFCO with copies of the filings as and when
made.

13
<PAGE> 14
Section 5.11 STATUS OF MATURITY DATE/EXTENSION. The parties in
negotiating this Agreement discussed the status of the Maturity Date and have
agreed to the Maturity Date as defined above. APS and AFCO have reviewed a
request by Automotive One for an arrangement by which the Maturity Date could be
extended and, after discussion, the parties have agreed that there will be no
procedure or right for an extension of the Maturity Date. APS and AFCO will
consider any requests for an extension of the Maturity Date but APS and AFCO are
not under any duty or obligation to agree to any such extension. If Automotive
One requests an extension of the Maturity Date, it shall do so in writing and
set forth the reason(s) for the extension (e.g. Automotive One has a commitment
to take out APS and AFCO and additional time is needed to close on said
commitment, the public offering by Automotive One has been filed but is not yet
effective, etc.). Any extension of the Maturity Date will only be made in a
written agreement signed by APS and AFCO which is in their discretion. Thus,
absent any such written extension, the Indebtedness shall absolutely come due
and payable on the Maturity Date.

Section 5.12 RELEASE OF COLLATERAL. Provided no condition of default
then exists under this Agreement, any of the other documents executed in
connection herewith, or any of the Loan Documents, then, in that event, at such
time as the AFCO Indebtedness, the APS Indebtedness and all Closing Costs are
all paid-in-full as expressly set forth above (which includes all accrued
interest even if not yet due), APS and AFCO will release all Real Property
secured by the Mortgage Deed. The Open Account Indebtedness will remain secured
by the personal property under the Open Account Documents. Further, if
Automotive One from time to time desires to sell any of the Real Property, and
APS and AFCO agree to said transaction (which APS and AFCO are under no
obligation to do but may refuse to do so in their absolute discretion), then APS
and AFCO will agree to release said parcel from the mortgage deed provided that
the entire net proceeds of such sale are paid to APS and AFCO for application on
the indebtedness and APS and AFCO have reviewed and approved all of the expenses
of said transaction. Automotive One has also requested the right to obtain
parcel releases based upon reduction in payments, but no such releases are
agreed to and APS and AFCO are under no obligation to grant any partial
releases.

Section 5.13 COMPLETE AGREEMENT. This Agreement constitutes the entire
understanding among the parties with respect to the subject matter hereof and
incorporates all prior agreements and representations, if any. It may not be
amended or modified except by a writing signed by the party(ies) to be charged
by such amendment or modification.

14
<PAGE> 15
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

AUTOMOTIVE ONE PARTS STORES, INC.

By: /s/ Robert H. Gentry, III
-----------------------------------------
Robert H. Gentry, III,
President

By: /s/ Robert H. Gentry, III
-----------------------------------------
Robert H. Gentry, III,
Guarantor

By: /s/ Janice Sue Gentry
-----------------------------------------
Janice Sue Gentry,
Guarantor

A.P.S., INC.

By: /s/ E. Eugene Laurer
-----------------------------------------
E. Eugene Laurer,
President

AUTOPARTS FINANCE COMPANY, INC.

By: /s/ E. Eugene Laurer
-----------------------------------------
E. Eugene Laurer,
Vice President

<PAGE> 1
EXHIBIT 10.5

AMENDED AND RESTATED
GUARANTY AGREEMENT

THIS AMENDED AND RESTATED GUARANTY AGREEMENT (the "GUARANTY") made and
executed this 20th day of February, 1997 by:

ROBERT H. GENTRY, III, and JANICE SUE GENTRY, his wife, 5750 Oak
Hollow Lane, Oviedo, Florida 32765 (hereinafter collectively called
the "GUARANTOR")

A. P. S., INC., a Delaware corporation, and AUTOPARTS FINANCE COMPANY,
INC., a Delaware corporation, 15710 John F. Kennedy Boulevard, Suite
700, Houston, Texas 77032 (hereinafter collectively called the
"CREDITOR")

to extend credit to or otherwise become or remain the creditor of:

AUTOMOTIVE ONE PARTS STORES, INC., a Florida corporation, 701 West
Church Street, Orlando, Florida 32801 (hereinafter called
the "BORROWER").

W I T N E S S E T H:

In consideration of the foregoing, the Guarantor does hereby agree
with the Creditor as follows:

WHEREAS, the Borrower is as of the dates noted below in parenthesis
indebted to the Creditor under various obligations generally described as
follows:

<TABLE>
<CAPTION>
ACCRUED & UNPAID ACCRUED & UNPAID
PRINCIPAL INTEREST AT NON- INTEREST AT
BALANCE DEFAULT RATE DEFAULT RATE
------- ------------ ------------
<S> <C> <C> <C> <C>
(i) A.P.S. $2,434,995.73 $304,743.21 $132,455.11
Indebtedness
(01/31/97)

(ii) AFCO $2,465,467.67 $191,190.16 $ 13,339.83
Indebtedness
(01/31/97)

(iii) Open Account $1,473,533.57 N/A $ 72,367.70
Indebtedness
(01/25/97)
</TABLE>

With the first two (2) obligations being evidenced by specific promissory notes
and the last obligation being an open account indebtedness due and owing to the
Creditor under a certain Continuing Credit Agreement and Security Agreement
dated December 17, 1993; and

WHEREAS, the Guarantor each previously executed or was required to
execute in favor of each Guarantor a guaranty agreement by which each Guarantor
absolutely and unconditionally guaranteed all obligations owing to any of the
Creditor by the Borrower, including any future or later indebtedness.
<PAGE> 2

WHEREAS, the indebtedness described above has become in default and
the Borrower has requested the Creditor to modify the terms of the indebtedness
including an extension of the indebtedness and the Creditor is prepared to do
so pursuant to certain loan documents and other conditions, one of which
conditions is the continuing agreement by the Guarantors that they remain
liable as guarantors for all such indebtedness and that the Guarantor execute
an Amended and Restated Guaranty Agreement for all such obligations;

WHEREAS, the Creditor is unwilling to extend and/or modify or
reinstate from default the existing indebtedness of the Borrower unless the
Guarantor enters into this Guaranty.

NOW, THEREFORE, in consideration of the foregoing, it is agreed:

1. OBLIGATION OF GUARANTOR. The Guarantor absolutely and unconditionally
guarantees to the Creditor, its successors and assigns (whether collateral
assigns or otherwise), the prompt and full payment in United States currency
and performance to the Creditor at the place of business of the Creditor set
forth above or at such other place and to such other person as the Creditor may
designate at maturity of any and every obligation, in connection with which
either as maker, drawer, guarantor, endorser or otherwise, whether directly,
indirectly or contingently, the Borrower is, either individually or jointly or
severally with any other person or persons, now or shall become at any time in
the future liable to the Creditor, with interest thereon at the rate or rates
provided in the obligations guaranteed hereby or at the maximum rate allowed
from time to time by law in Florida, whichever is less, until payment in full
has been received by Creditor, together with all attorneys' fees, costs and
expenses of collection whether suit be brought or not, including costs,
expenses and attorneys, fees on appeal if an appeal is taken from any suit,
incurred by the Creditor, in connection with any matter covered by this
Guaranty. The Guarantor also absolutely and unconditionally guarantees the
full and timely performance of all duties and obligations whatsoever of the
Borrower to Creditor, whether now existing or hereafter arising, and agrees in
the event the Borrower fails to fully and timely perform any of said duties and
obligations to fully and timely perform same. The obligations under this
paragraph include, but are not limited to, the three (3) specific obligations
set forth above which include the two (2) promissory Notes, one to each of the
Creditor as well as what is referred to as the "Open Account Indebtedness"
which is the obligation for the purchase of Automotive Parts Stores, Inc. from
time to time by the Borrower from one or more of the Creditor.

2. TERM OF GUARANTY. This Guaranty will expire when all (and not
less than all) of the following have occurred:

(a) The A.P.S. Indebtedness (including all
current and future interest) has been paid to the Creditor in
full; and

(b) The AFCO Indebtedness (including all current
and future interest) has been paid to the Creditor in full;
and

(c) The open Account Indebtedness (including all
current and future interest and all additional purchases
made by the Borrower from the Creditor) has been paid to the
Creditor in full, the Product Purchase Agreement has been
terminated, and the Borrower no longer has any right
whatsoever to purchase on credit any product from any
Creditor; and
<PAGE> 3

(d) The Borrower has paid to the Creditor all
other amounts due or to become due (e.g. additional interest,
amounts due for all purchases from the Creditor, etc.) to the
Creditor under any other agreement between the Borrower and
any Creditor, including but not limited to, any amounts due or
to become due under the Loan Agreement dated October 25, 1995
as modified by the Loan Modification Agreement of even date
herewith.

The Guarantor has no right to cancel this Guaranty prior to all the events set
forth above all having occurred.

3. BANKRUPTCY OF BORROWER. Notwithstanding that the Guaranty may
have been canceled under paragraph 2, and/or returned to the Guarantor, to the
extent the Borrower has made any payments to the Creditor within the three
hundred and ninety (390) day period following the date this Guaranty was so
canceled, and the Guarantor was obligated under this Guaranty for said
payments, the liability of the Guarantor hereunder shall at all times continue
for the amounts so paid by the Borrower to the Creditor. If, for any
reason,(e.g. bankruptcy, or otherwise, the Creditor is not permitted to retain
the payments so made by the Borrower during said three hundred and ninety (390)
day period, the Guarantor shall be liable under this Guaranty for the amount of
such payments as if this Guaranty had never been canceled and the Creditor
shall be entitled to recover said amount so paid by the Borrower within said
three hundred and ninety (390) day period. Anything in this Guaranty to the
contrary notwithstanding, if at any time this Guaranty is to be canceled under
the provisions of paragraph 2. the Creditor may retain this Guaranty for a
period of one hundred twenty (120) days after the date said Guaranty is to be
so canceled and in the event no bankruptcy petition has been filed against the
Borrower for the three hundred and ninety (390) day period following the date
the Guaranty is to be so canceled, then, in that event, the Guaranty shall be
returned to the Guarantor. If, however, a bankruptcy petition has been filed
against the Borrower during said three hundred and ninety (390) day period and
the Borrower has made payments to the Creditor during said three hundred and
ninety (390) day period, this Guaranty shall not be canceled and/or returned to
the Guarantor unless and until a decision by a court of competent jurisdiction,
or other agreement has been entered or reached, pursuant to which the Creditor
shall be entitled to retain all such monies paid during said three hundred and
ninety (390) day period. If, as set forth above, the Creditor is obligated to
return to the Borrower any monies so paid during said three hundred and ninety
(390) day period, this Guaranty shall not be canceled (notwithstanding it being
marked "CANCELED"_and returned to the Guarantor) and the Guarantor shall
continue to be liable to the Creditor for all monies paid during said three
hundred and ninety (390) day period. If the Creditor shall have marked this
Guaranty "CANCELED"_and/or returned this Guaranty to the Guarantor, and under
the provisions of this paragraph 3 or paragraph 2, the Guarantor has continuing
liability to the Creditor for certain amounts which the Creditor has or is
obligated to return to the Borrower, then, in such case, the Creditor may
enforce its rights under this Guaranty upon any copy of this Guaranty
notwithstanding the fact that the original of this Guaranty may have been
marked "CANCELED" and/or returned to the Guarantor. Anything in this Guaranty
to the contrary notwithstanding, the Creditor may retain this Guaranty for a
period of three hundred ninety (390) days after the date of payment in full of
all of the Obligations and in the event no bankruptcy petition has been filed
against the Borrower for the one (1) year period following such date of payment
in full of said obligations, then, in that event, the Guaranty shall be deemed
to have been canceled as of such date of the payment of the Obligations in
full. If, however, a bankruptcy petition has been filed against the Borrower
during said one-year
<PAGE> 4

period, this Guaranty shall not be canceled unless and until a final,
non-appealable decision by a court of competent jurisdiction or other agreement
has been entered or reached pursuant to which the Creditor shall be entitled
to-.retain all such monies paid by the Borrower to the Creditor. If, as set
forth above, the Creditor is obligated to return to the Borrower any monies so
paid by the Borrower, this Guaranty shall not be canceled (notwithstanding it
being marked "CANCELED" and returned to the Guarantor) and the Guarantor shall
continue to be liable to the Creditor for all such monies.

4. CONSENT TO CREDITOR'S ACTS. The Guarantor consents, without
affecting in any way the Guarantor's liability to the Creditor hereunder, that
the Creditor may, without notice to or consent of the Guarantor and upon such
terms as it may deem advisable and with or without consideration and after
notice of cancellation is received by the Creditor under paragraph 2 hereof:
(a) extend in whole or in part, by renewal or otherwise, and as often as the
Creditor may wish, the time of payment of any indebtedness owing by the
Borrower to the Creditor, or held by the Creditor as security for any such
obligation; (b) release, surrender, exchange, modify, impair, or extend the
period of duration, or the time for performance or payment, of any collateral
securing any obligation of the Borrower to the Creditor; (c) settle or
compromise any claim of the Creditor against the Borrower, or against any other
person, firm or corporation, whose obligation is held by the Creditor as
collateral security for any obligation of the Borrower to the Creditor; and (d)
release in whole or in part any person liable for the payment of any obligation
of the Borrower to the Creditor including, but not limited to, any person
liable as an endorser, guarantor or judgment debtor (-if the Creditor obtains a
judgment on any obligation of the Borrower) of said obligation and, in any
event, any such release shall not affect the liability of the Guarantor for the
entire amount of any and every obligation of the Borrower to the Creditor.
Further, the Creditor shall not be under any obligation whatsoever to obtain or
perfect or to maintain the perfection of any security interest or other lien on
property to secure indebtedness of the Borrower to the Creditor and the
Creditor shall have no obligation to, and shall not have any liability for
failing to obtain or perfect or to maintain the perfection of any security
interest or lien on property to secure indebtedness of the Borrower. Any
failure of the Creditor to obtain and perfect or to maintain the perfection of
any security interest or lien shall not affect in any way whatsoever the
obligation of the Guarantor to the Creditor under this Guaranty, The Guarantor
hereby ratifies and confirms any such extension, renewal, release, surrender,
exchange, modification, impairment, settlement, or compromise, and all such
actions shall be binding upon the Guarantor who hereby waives all defenses,
counterclaims or offsets which the Guarantor might have by reason thereof.

5. WAIVERS BY GUARANTOR. The Guarantor waives: (a) notice of
acceptance of this Guaranty by the Creditor; (b) notice of presentment, demand
for payment, notice of dishonor or protest of any of the Borrower's obligations
or the obligation of any person, firm, or corporation held by the Creditor as
collateral security for the Borrower's obligation; (c) notice of the failure of
any person, firm, or corporation to pay to the Creditor any indebtedness held
by the Creditor as collateral security for any obligation of the Borrower; (d)
failure of the Creditor to obtain and perfect or maintain the perfection or
priority of any security interest or lien on property to secure any
indebtedness of the Borrower; and (e) all defenses, off-sets and counterclaims
which the Guarantor may at any time have to any claim of the Creditor against
the Borrower.

6. REPRESENTATIONS BY GUARANTOR. The Guarantor represents and
warrants as follows:
<PAGE> 5

(a) The Guarantor has received good, valuable and
sufficient consideration for the making of this Guaranty,

(b) This Guaranty, when duly executed and
delivered hereunder, will constitute a legal, valid and
binding obligation of the Guarantor enforceable against the
Guarantor in accordance with its respective terms.

(c) The Guarantor is not (i) a party to any
agreement, indenture, lease or instrument or subject to any
judgment, order, writ, injunction, decree, rule or regulation
materially and adversely affecting the Guarantor's business,
properties, assets, operations or conditions (financial or
otherwise) and (ii) in default in the performance, observance
or fulfillment of any of the material obligations, covenants
or conditions contained in any such agreement, indenture,
lease or instrument to which the Guarantor is a party.

(d) There are no actions, proceedings or
investigations, however described or denominated,
pending or, to the knowledge of the Guarantor, threatened
against the Guarantor, or affecting the Guarantor or any basis
therefor known to the Guarantor which, either in any case or
in the aggregate, might result in any material adverse change
in the financial condition, business, prospects, affairs or
operations of the Guarantor or any of the Guarantor's
properties or assets, or in any material impairment of the
right or ability of the Guarantor to carry on the Guarantor's
operations as now conducted or proposed to be conducted, or
any material liability on the part of the Guarantor, and none
which question the validity of this Guaranty or any action
taken or to be taken in connection with the transactions
contemplated hereby.

(e) The Guarantor is currently aware that the
loans are in default and that the Creditor is prepared to
reinstate the loans for a limited time frame PROVIDED, among
other conditions, the undersigned Guarantor execute and
deliver this Guaranty Agreement. The Guarantor has further
reviewed or has a right to review the various loan documents.

All of the foregoing representations and warranties of the Guarantor shall
survive the execution and delivery of this Guaranty and shall be and remain
true and correct in all respects throughout the term of this Guaranty.

7. SUBROGATION. Nothing herein contained is intended or shall be
construed to give to Guarantor any right of subrogation in or under any note,
security document or any other loan document evidencing in any way or relating
to any obligation of the Borrower to the Creditor which is or may be covered by
this Guaranty, any right to participate in any way therein, or in the right,
title and interest of the Creditor in and to any collateral covered by any loan
or security documents relating to any such obligations notwithstanding any
payments made by Guarantor under this Guaranty, all such rights of subrogation
and participation being hereby expressly waived and released.
<PAGE> 6

8. SUBORDINATION. The Guarantor covenants and agrees that the
Guarantor will not ask, demand, sue for, take or receive from the Borrower, by
set-off or any other manner, the whole or any part of any monies, principal or
interest, now or hereafter owing by the Borrower to the Guarantor, nor any
security therefor. The Guarantor hereby transfers and assigns to the Creditor,
as collateral security for any and all of the obligations, all of the said
claims or demands of the Guarantor against the Borrower (and any security
therefor), with full right on the part of the Creditor in its own name or in
the name of the Guarantor, to collect and enforce said claims, by suit, proof
of debt in bankruptcy, or other liquidation proceedings or otherwise. Should
any payment, security or proceeds of security be received by the Guarantor for
or on account of any of said claims or demands prior to the full payment and
performance of the Obligations, the Guarantor will forthwith deliver same to
the Creditor, in precisely the form received (except for the Guarantor's
endorsement where necessary) for application on account of the obligations and,
until so delivered, the same shall be held in trust by the Guarantor as
property of the Creditor. In the event of the failure of the Guarantor to
endorse any instrument for the payment of money so received by the Guarantor,
payable to the Guarantor's order, the Creditor or any officer or employee of
the Creditor is hereby irrevocably constituted and appointed attorney in fact
for the Guarantor, with full power to make any such endorsement and with full
power of substitution.

9. RIGHT OF SET-OFF. The Guarantor hereby grants to the Creditor
a lien on, and a security interest in, the deposit balances, accounts, items,
certificates of deposit and monies of the Guarantor in the possession of or on
deposit with the Creditor to secure and as collateral for the payment and
performance of the obligations of the Guarantor hereunder. Upon an Event of
Default, the Creditor is hereby authorized at any time and from time to time,
to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness (including,
without limitation, accounts, items, certificates of deposit or monies of the
Guarantor) at any time owing by the Creditor to or for the credit or the
account of the Guarantor against any and all of the Obligations, irrespective
of whether or not the Creditor shall have made any demand under this Guaranty.
The Creditor agrees promptly to notify the Guarantor after any such set-off and
application made by the Creditor, provided that the failure to give such notice
shall not affect the validity of such set-off and application to other rights
and remedies (including, without limitation, other rights of set-off) which the
Creditor may have.

10. REPRESENTATIONS BY GUARANTOR. The Guarantor represents that, at
the time of the execution and delivery of this Guaranty, nothing exists to
impair the effectiveness of the liability of the Guarantor to the Creditor
hereunder, or the immediate taking effect of this Guaranty as the sole
agreement between the Guarantor and the Creditor with respect to guaranteeing
the Borrower's obligation to the Creditor.

11. REMEDIES OF CREDITOR. The Creditor may at its option proceed
in the first instance against the Guarantor to collect any obligation covered
by this Guaranty, without first proceeding against the Borrower for said
obligation, or any other person, firm or corporation liable for said
obligation, and without first resorting to any property at any time held by the
Creditor as collateral security for said obligation and without any marshaling
of assets whatsoever. The Guarantor hereby grants to the Creditor a lien on,
and a security interest in, the deposit balances, funds, accounts, items,
certificates of deposit and the moneys of the Guarantor in the possession of or
on deposit with the Creditor to secure and as collateral for the payment and
performance of this Guaranty. The Creditor may at any time and from time to
time, without demand or notice, appropriate and set off against such deposit
balances, funds, accounts, items, certificates of deposit
<PAGE> 7

and moneys and apply the same to the obligations of the Guarantor hereunder.
The Creditor shall further have any other rights provided by law or under any
other document, all of which rights are cumulative. THE GUARANTOR HEREBY
CONSENTS TO THE ATTACHMENT OR GARNISHMENT OF THE GUARANTOR'S EARNINGS.

12. CONSTRUCTION AND BENEFIT. This Guaranty is delivered and made
in, and shall be construed pursuant to and governed by, the laws of the State
of Florida, and is binding upon the Guarantor and his legal representatives and
successors, and shall inure to the benefit of the Creditor, its successors and
assigns.

13. MISCELLANEOUS. In the event it becomes necessary for the
Creditor to exercise its rights under this Guaranty, whether suit be brought or
not, the Guarantor shall be liable for all costs and attorneys, fees incurred
by the Creditor, including costs and attorneys, fees incurred by the Creditor
on appeal. In the further event the Creditor obtains a final judgment against
the Guarantor upon this Guaranty, the judgment shall bear interest not at the
judgment rate but at the highest rate permitted by applicable law from time to
time in effect at the time of said judgment. Further, the Guarantor agrees
that the proper venue for any action which may be brought under this Guaranty,
in addition to any other venue permitted by law, shall be in the county in
which is located the creditor's business office as designated above or the
office of an assignee of this Guaranty. The liability of the Guarantor
hereunder, if more than one shall be joint and several. This Guaranty may be
executed in two or more counterparts, each of which may be executed by one or
more of the parties hereto, but all of which, when taken together, shall
constitute but one agreement binding upon all of the parties hereto. Whenever
used herein, the singular number shall include the plural, the plural the
singular, and the use of any gender shall be applicable to all genders. If
more than one Guarantor executes this Guaranty, the term "GUARANTOR" includes
each of the guarantors as well as all of the, and their liability hereunder
shall be joint and several.

14. FINANCIAL STATEMENTS. At the request of the Creditor, the
Guarantor shall, from time to time, prepare and deliver to the Creditor a
complete and current financial statement of the Guarantor setting forth all the
assets and liabilities of the Guarantor (and to the extent any person other
than the Guarantor has any interest in said assets or any person other than the
Guarantor is jointly liable for any of said obligations, said matters shall be
set forth in their entirety in the financial statements) all signed by the
Guarantor under oath as being true and correct. To the extent any assets or
liabilities set forth on said financial statement are owned by the Guarantor
with his or her spouse or for which there is any such joint liability, all said
assets shall be so specified and set forth.

15. NOTICES. In regard to all notices to be given under this
Guaranty, all notices shall be in writing and shall be deemed to have been
given (i) in the case of hand delivery, when actually delivered to the other
party at the address set forth at the beginning of this Guaranty, (ii) in the
case of mailing, three (3) days after such notice has been deposited in the
United States Mails, postage prepaid, by certified or registered mail and sent
to the other party at the address set forth in the beginning of this Guaranty,
and (iii) in all other cases, when actually received by the other party.
Either party may change the address to which said notices are to be given by
the giving of notice of such to the other party as set forth in this paragraph.

16. WAIVER OF JURY TRIAL. THE GUARANTOR WAIVES ANY RIGHT TO A TRIAL
BY JURY IN ANY CIVIL ACTION ARISING OUT OF, OR BASED UPON THIS GUARANTY OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
<PAGE> 8

17. COMPLETE AGREEMENT. The whole of this Guaranty is herein set
forth and there is no verbal or other written agreement, and no understanding
or custom affecting the terms hereof. This Guaranty can be modified only by a
written instrument signed by the party to be charged therewith.

IN WITNESS WHEREOF, the Guarantor has signed this Guaranty Agreement
as of the date set forth above.

SIGNATURES ON FOLLOWING PAGE.

Signed, sealed and delivered
in the presence of:

/s/ /s/ Robert H. Gentry, III
- ---------------------------- ----------------------------
(Signature of Witness) Robert H. Gentry, III,
individually

/s/
- ----------------------------
(Print Name of Witness)

/s/ /s/ Janice Sue Gentry
- ---------------------------- ----------------------------
(Signature of Witness) Janice Sue Gentry, his wife,
individually

/s/
- ----------------------------
(Print Name of Witness)

As to the "Guarantor"

STATE OF FLORIDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this 26th day of
February, 1997, by Robert H. Gentry, III and Janice Sue Gentry, his wife.

/s/
---------------------------------------------
Signature of Notary Public - State of Florida

-----------------------------------------------
Print, type or stamp commissioned name of Notary
Personally known OR
------
Produced Identification .
-------
Type of Identification Produced:
--------------

<PAGE> 1
EXHIBIT 10.6

PRODUCT PURCHASE AGREEMENT

This Agreement by and between A. P. S., Inc., a Delaware corporation
("Supplier") and AUTOMOTIVE ONEPARTS STORES, INC., a Florida corporation
("Purchaser") is hereby made this 25th day of October, 1995.
WHEREAS, Purchaser has from time to time requested credit from
Supplier for Purchaser's purchase of automotive parts, accessories and supplies
from Supplier and Supplier has advanced such credit and Supplier has arranged
for loans from a subsidiary of Supplier to Purchaser for the purpose of
Purchaser paying certain of Purchaser's existing obligations; and
WHEREAS, Purchaser has agreed to execute this Product Purchase
Agreement in exchange for such advances and loans.
NOW, THEREFORE, the parties hereto agree as follows:
1. Commencing the date hereof and continuing uninterrupted for
the longer of five (5) years from the date hereof or the date upon which all
sums due by Purchaser to Supplier or any subsidiary or affiliate of Supplier
are pain in full, with respect to the business location(s) described on Exhibit
"A" hereto and any other locations from time to time owned or operated by
Purchaser, Purchaser hereby agrees to purchase merchandise from Supplier over
any given four consecutive months billing period, net of all returns, an
average of not less than seventy-five percent (75%) of Purchaser's "cost of
goods" (the
<PAGE> 2

"Minimum Purchase Level") for automotive parts, accessories and supplies as set
forth in the financial books and records of Purchaser prepared in accordance
with generally accepted accounting principles ("GAAP") and in a format
reasonably acceptable to Supplier. T he term "cost of goods", as used herein,
shall include any and all rebates, discounts and other reductions that could,
by use of GAAP, be charged against Purchaser's cost of goods. Purchaser hereby
agrees to promptly provide Supplier with such financial information as Supplier
may deem necessary or convenient to establish Purchaser's compliance with the
terms of this Agreement.
2. Supplier agrees, during the term of this Agreement, to sell
Purchaser merchandise at the prices from time to time charged by Supplier in
accordance with the terms of Supplier's Net Pricing Program.
3. Supplier agrees, during the term of this Agreement, except as
described below, to provide Purchaser with merchandise at a fill rate of at
least ninety percent (90%) on merchandise historically sold by Purchaser,
calculated in the manner Supplier calculates its percentage of fill for the
Coal distribution center or such other distribution center or centers as may
hereinafter service Purchaser. Upon Purchaser's written request, Supplier
shall provide Purchaser with the percentage of fill results for the
distribution center serving Purchaser. Should

2
<PAGE> 3

Supplier fail to meet the service level described in this Paragraph 3,
Purchaser shall not for the period during which the fill rate falls below
ninety percent (90%) be required to maintain the Minimum Purchase Level. Should
Supplier fail to provide Purchaser with a fill level averaging at least eighty
percent (90%) during the first one hundred twenty (120) days of this Agreement
or a fill level averaging at least ninety percent (90%) for any continuous one
hundred twenty (120) day period after the initial one hundred twenty (120)
days, Purchaser shall, provided Purchaser has paid in full all moneys owed
Supplier or any subsidiary or affiliate thereof, including but not limited to
Autoparts Finance Company, Inc. or any lender to whom Supplier has made any
accommodation for the benefit of Purchaser in securing a loan or advance, and
provided Purchaser has notified Supplier in writing of Supplier's failure to
maintain the fill rate set forth herein not more than sixty (60) days after the
fill level returns to the level required herein, have the option of terminating
this Agreement upon providing supplier forty-five (45) days prior written
notice.
4. Purchaser hereby agrees to comply with the credit terms of
Supplier as from time to time and at any time published. Purchaser
acknowledges and agrees that Supplier shall have no obligation to sell
Purchaser merchandise on credit if Purchaser fails to conform to Supplier's
credit terms after notice of such

3
<PAGE> 4

failure and during which time Supplier shall sell Purchaser merchandise on a
COD basis, and Purchaser shall not, regardless of Purchaser's credit status, be
relieved of its obligation to buy merchandise from Supplier at or greater than
the Minimum Purchase Level.
5. Should Purchaser fail to buy merchandise from Supplier
according to the terms of Paragraph 1 hereof, Purchaser shall owe Supplier for
the account billing periods during which Purchaser was below the Minimum
Purchase Level, 10% of the difference between the amount of purchases which
would have been made by Purchaser if Purchaser had purchased at the Minimum
Purchase Level, and the amount actually purchased during the applicable period.
However, the percentage of Purchaser's purchases shall be averaged over a
period of one hundred twenty (120) days to ascertain compliance with the
Minimum Purchase Level requirements set forth herein and Purchaser shall only
be liable to make payment in the event that the average purchases for a twelve
(12) month period are less than the Minimum Purchase Level. In the event of
such an occurrence, Purchaser shall remit the monetary difference with its next
monthly payment. Provided, however, that Supplier hereby agrees to keep
Purchaser' acquisition price for all merchandise sold to Purchaser for resale
(taken in the aggregate) by Supplier, reasonably competitive in Purchaser's
marketplace with what Purchaser could pay for like merchandise

4
<PAGE> 5

from other automotive warehouse distributors. Should Purchaser believe that
Supplier has not kept Purchaser so reasonably competitive, Purchaser shall
provide Supplier with all evidence it may have to support that assertion and if
true, Supplier shall have ninety (90) days to remedy any failure by changing
its selling prices to Purchaser going forward, otherwise, Purchaser may
terminate this Agreement. Supplier and Purchaser each acknowledge and agree
that the charges described herein provide a good faith estimate of the actual
damages which may be reasonably anticipated from a breach of this Agreement,
which actual damages may be extremely difficult and impractical to ascertain.
6. Purchaser shall not, during the term of this Agreement, sell
the assets or properties (real or personal) of its business in bulk or any
substantial portion thereof, transfer any leasehold interest in and to the real
property(ies) from which Purchaser's business is conducted or change or permit
any change in any beneficial interest in the equity securities of Purchaser
(collectively "Sale of Business") without first giving Supplier forty-five (45)
days written notice of the specific details of the proposed

5
<PAGE> 6

transaction. Supplier shall have the right to purchase the assets proposed to
be sold or to assume any leasehold the assets proposed to be transferred or
acquire such interest in the equity securities of Purchaser according to the
same terms and conditions as set forth in the proposed transaction by sending a
written acceptance notification to Purchaser at the address set forth herein to
which notices are to be sent within thirty (30) days of Supplier's receipt of
the details of the transaction. Any purchase of Purchaser's business by
Supplier shall be consummated through the use of an Agreement of Sale with
customary terms, conditions, representations and warranties, including those
relating to non- competition by Purchaser and its principal stockholders.
Should Supplier not agree to the purchase on Purchaser's terms, Purchaser may
pursue the sale on substantially the terms offered to Supplier. Purchaser
shall in any event provide Supplier with a copy of the definitive Agreement of
Sale and exhibits promptly upon execution. Purchaser hereby acknowledges and
agrees that Supplier may file with such public records as Supplier deems
appropriate, a notice(s) identifying the rights granted Supplier in this
Paragraph 6 and Purchaser hereby names Supplier Purchaser's attorney-in- fact
solely for the purpose of recording such notice(s).
Nothing herein shall affect the rights of any shareholder of
Automotive One Parts Store, Inc. to transfer their stock to any of the other
shareholders, nor shall it affect any rights of transfer associated with death
or incapacity of a shareholder, or family members.

6
<PAGE> 7

7. In the event Supplier exercises any of the rights it has
herein for compensation or in respect of the transfer of the business assets,
leasehold interest(s) or equity interests of Purchaser, in addition to all
remedies at law and in equity which Supplier may have, Supplier shall have the
right to enforce the terms of this Agreement by specific performance in a court
of competent jurisdiction.
8. The parties hereto shall be excused for failure to perform any
part of this Agreement (but not for the payment of any sums of money due) to
the extent that performance by such party is prevented directly or indirectly
by an occurrence commonly known as force majeure, including, without
limitation, delays arising out of acts of God, acts or orders of a government,
agency or instrumentality thereof (whether of fact or law), acts of a public
enemy, riots, embargoes, strikes or other concerted acts of workmen (whether of
Supplier or other persons), casualties or accidents, deliveries or materials,
transportation or shortage of cars, trucks, fuel, power, labor or materials
delays beyond Supplier's control in receipt of materials from Supplier's
suppliers, or any other causes, circumstances or contingencies within or
without the United States of America, which are beyond such Party's control.
9. This Agreement constitutes the entire understanding between
the parties hereto with respect to the subject matter

7
<PAGE> 8

hereto but for any and all other documents that relate to loans, advances,
credit, security and other documents executed by Purchaser for the benefit of
Supplier and any alteration or modification hereto must be in writing executed
by the party to be bound.
10. This Agreement and the rights and duties created hereby, shall
be interpreted, construed and enforced, without regard to principles of
conflicts of laws, according to the laws of the State of Florida and venue
shall only be found in the state and Federal courts sitting within Orange
County, Florida. Concurrently with the execution, delivery and performance of
this Agreement by Purchaser does not violate any Federal, state or local law,
ordinance, rule or decision.
11. Any notice to be sent pursuant to the terms of this Agreement
or by applicable law shall be deemed fulfilled by written notice, demand or
request, mailed or personally served on the party entitled thereto or on its
successors or assigns. If

8
<PAGE> 9

mailed, such notice, demand or request shall be made by certified or registered
mail, return receipt requested, and deposited in any post office station or
letter-box, enclosed in a postage prepaid envelope addressed to such party at
its address set forth below, or to such other address as either party hereto
shall direct by like written notice and shall be deemed to have been made on
the day it is receipted for by the addressee. If personally served or
commercially sent, the party giving such notice shall be deemed to have given
such notice on the day that delivery by the courier to the party being noticed
occurs. If faxed the party giving the notice shall be deemed to have given
such notice when the transmission is verified. For the purposes herein,
notices shall be sent to Seller and Buyer, as follows:

If to Supplier, to: A. P. S., Inc.
15710 JFK Boulevard, Suite 700
Houston, Texas 77032
Attn: Vice President &
General Counsel
Fax No.: (713) 507-1342

If to Purchaser, to: Automotive One Parts Stores, Inc.
701 West Church Street
Orlando, Florida 32805
Attn: Robert H. Gentry, III
Fax No.: (407) 422-1041

12. The invalidity of any provision of this Agreement shall not
impair the validity of any other provision. If any provision of this Agreement
is determined by a court of competent jurisdiction to be unenforceable, such
provision shall be deemed severable and the Agreement may be enforced with such
provisions severed or as modified by such court.
13. Until executed by all parties, this is a draft and is neither
an agreement between the parties nor an embodiment of any prior oral agreement.
When and if this document is fully executed, it shall become the Agreement of
the parties.
14. This Agreement may not be transferred or assigned by Purchaser
by operation of law or otherwise without having first

9
<PAGE> 10

received the prior written consent of Supplier. Supplier may assign this
Agreement by operation of law or otherwise to any parent, subsidiary or
affiliate of Supplier, provided that such assignee fully assumes and discharges
all obligations of Supplier hereunder.
IN WITNESS WHEREOF, this Agreement is executed as of the day and year
first above written.

PURCHASER:

ATTEST: AUTOMOTIVE ONE PARTS
STORES, INC.

/s/ By: /s/ Robert H. Gentry III
- --------------------------------- -----------------------------------
Name: Robert H. Gentry III
As Its: President

SUPPLIER:

ATTEST: A. P. S., INC.

/s/ By: /s/
- --------------------------------- -----------------------------------
Name:
----------------------------------
As Its:
--------------------------------

10
<PAGE> 11

JOINDER

The undersigned, being the sole stockholders of Automotive One Parts
Stores, Inc. do, both jointly and severally, in their individual capacities,
hereby join in the above Agreement as parties thereto for the limited purpose
of agreeing to be bound by the Agreement's terms and conditions as set forth in
Section 6 or as otherwise relate to the stockholders or owners of any equity
securities of Automotive One Parts Stores, Inc., but not as guarantors of
Automotive One Parts Stores, Inc.'s otherwise performance of such Agreement.

WITNESS:

/s/ /s/ Robert H. Gentry, III
- ------------------------------------ ----------------------------------
Robert H. Gentry, III
In His Individual Capacity

WITNESS:

/s/ /s/ Janice Sue Gentry
- ------------------------------------ ----------------------------------
Janice Sue Gentry
In Her Individual Capacity

<PAGE> 1
EXHIBIT 10.6.1

FIRST AMENDMENT TO
PRODUCT PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO PRODUCT PURCHASE AGREEMENT (the "FIRST
AMENDMENT") between A.P.S., INC., a Delaware corporation (the "SUPPLIER") and
AUTOMOTIVE ONE PARTS STORES, INC., a Florida corporation (the "PURCHASER") made
this 20th day of February, 1997.

WHEREAS, on or about October 25, 1995, the Supplier and the Purchaser
entered into a certain Product Purchase Agreement (the "INITIAL AGREEMENT")
relating to the purchase from time to time by the Purchaser from the Supplier
of certain automotive parts, accessories and supplies; and

WHEREAS, the parties wish to modify the Initial Agreement in the manner
set forth herein.

NOT, THEREFORE, the parties hereto agree as follows:

1. DEFINITIONS. Unless defined in this First Amendment,
capitalized terms shall have the meaning set forth in the Initial Agreement.

2. MODIFICATION OF INITIAL AGREEMENT. The Initial Agreement is
hereby modified as follows:

(a) In regard to the term of the Initial Agreement, the
term of "fifteen (15) years" is hereby deleted and amended to
read "five (5) years".

(b) Notwithstanding the provisions of subparagraph (a)
above or any other provisions of the Initial Agreement, the
Supplier may, upon thirty (30) days written notice to the Purchaser,
terminate the Initial Agreement.

(i) In the event the Purchaser desires to undertake
any Sale or Business (as defined in paragraph 6), the
Purchaser will furnish to the Supplier a true, correct and
complete copy of the purchase offer, which must be a bona-fide,
good faith offer from an unaffiliated third party. The
Purchaser shall so notify the
<PAGE> 2
Supplier that it is the intention of the Purchaser to accept
said purchase offer. In such case, regarding the right of
first refusal, the Supplier shall have a total of twenty (20)
days from the date the Supplier receives the foregoing copy of
the purchase offer within which to exercise its right of
purchase under paragraph 6. The Purchaser shall cooperate with
the Supplier in regard to the Supplier undertaking its due
diligence in deciding whether to exercise its right of
purchase; any delays in so cooperating shall increase on
a day for day basis, the twenty (20) day time period set forth
above.

(ii) If the Supplier does not exercise it's right to
purchase and the Purchaser closes the sale of business on the
terms offered to the Supplier, then the person so acquiring the
Purchaser's business may within thrity (30) days after the
closing terminate this Agreement by so notifying the Supplier in
writing within said period.

3. AMOUNTS CURRENTLY DUE. As of January 25, 1997, there was
currently due and owing to the Supplier from the Purchaser for the purchase of
Automotive Parts the total amounts set forth in a Loan Modification Agreement
of even date herewith (which amount includes both the purchase price amount and
accrued and unpaid interest). The Purchaser confirms that said amount was as
of said date absolutely and unconditionally due and owing to the Supplier and
is not subject to any claim, counterclaim, defense or other right of off-set.

4. RATIFICATION. Except as set forth above, the parties confirm
and ratify the Initial Agreement. Hereafter, the term "Agreement" means the
Initial Agreement as modified by this First Amendment.

2
<PAGE> 3
IN WITNESS WHEREOF, this First Amendment was executed as of the day and
year first above written.

Signed, sealed and delivered PURCHASER:
in the presence of:
AUTOMOTIVE ONE PARTS STORES, INC.

/s/Patrick T. Christiansen By: /s/Robert H. Gentry, III
- ---------------------------- -----------------------------
(Signature of Witness) Robert H. Gentry, III,
Patrick T. Christiansen President

Patrick T. Christiansen
- ----------------------------
(Print Name of Witness)

/s/Mary Faith Pinson
- ----------------------------
(Signature of Witness)

Mary Faith Pinson
- ----------------------------
(Print Name of Witness)

As to the "Purchaser"

SUPPLIER:

A.P.S., INC.

/s/Richard S. Garfinkel By:/s/E. Eugene Lauver
- ---------------------------- ------------------------------
(Signature of Witness) E. Eugene Lauver,
Vice President

Richard S. Garfinkel
- ----------------------------
(Print name of Witness)

/s/Diane M. Stanley
- ----------------------------
(Signature of Witness)

Diane M. Stanley
- ----------------------------
(Print Name of Witness)

As to the "Supplier"

<PAGE> 4
JOINDER

The undersigned, being stockholders in the Purchaser, do hereby join
in this First Amendment for the following purposes:

1. To confirm and ratify the foregoing as the Stockholders or
Owners of the Purchaser.

2. To confirm that the guaranty or guaranty agreements exercised
by the undersigned includes any obligations owing to the Supplier by the
Purchaser under the Initial Agreement.

Dated this 20th day of February, 1997.

/s/Patrick T. Christiansen /s/Robert H. Gentry, III
- ----------------------------------- -----------------------------------
(Signature of Witness) Robert H. Gentry, III
individually

Patrick T. Christiansen
- -----------------------------------
(Print Name of Witness) /s/Janice Sue Gentry
-----------------------------------
Janice Sue Gentry, his wife,
/s/Mary Faith Pinson individually
- -----------------------------------
(Signature of Witness)

Mary Faith Pinson
- -----------------------------------
(Print Name of Witness)

As to the "Stockholders/Guarantors"

<PAGE> 1
EXHIBIT 10.7

INDEMNIFICATION AGREEMENT

This Indemnification Agreement dated as of this ___ day of
________________, 1997 ("Agreement"), is made and entered into by and between
AUTOMOTIVE ONE PARTS STORES, INC. a Florida corporation ("Company"), and
_____________________ ("Indemnitee").

RECITALS

1. Competent and experienced persons are becoming increasingly reluctant to
serve publicly-held corporations as directors, officers, or in other capacities
unless they are provided with adequate protection through liability insurance or
adequate indemnification against inordinate risks of claims and actions against
them arising out of their service to the corporation; and

2. The current unavailability, inadequacy, and extraordinary cost of
adequate insurance and the uncertainties relating to indemnification have
increased the difficulty of attracting and retaining such persons; and

3. The Board of Directors of the Company (the "Board") has determined that
the inability to attract and retain such persons is detrimental to the best
interests of the Company's shareholders and that the Company should act to
assure such persons that there will be increased certainty of such protection in
the future; and

4. Section 607.0850 of the Florida Business Corporation Act (the "Act") and
the Bylaws of the Company empower the Company to indemnify its officers,
directors, employees and agents by agreement and to indemnify persons who serve,
at the request of the Company, as directors, officers, employees, or agents or
other corporations or enterprises, and Section 607.0850(7) of the Act and the
Bylaws expressly provide that the indemnification provided therein is not
exclusive; and

5. It is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern that they will not be so indemnified; and

6. Indemnitee is willing to serve, or continue to serve and to take on
additional service for or on behalf of the Company on the condition that he be
so indemnified.

<PAGE> 2

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:

Definitions. For purposes of this Agreement:

(a) "Change of Control" means a change in control of the Company occurring
after the Effective Date (as hereinafter defined) of a nature that would be
required to be reported in response to Item 1 of the Current Report on Form 8-K
(or in response to any similar item on any similar schedule or form) promulgated
under the Securities Exchange Act of 1934 (the "Act"), whether or not the
Company is then subject to such reporting requirement; and, in addition, a
Change of Control shall be deemed to have occurred if after the Effective Date
(i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act)
is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing thirty percent
(30%) or more of the combined voting power of the Company's then outstanding
securities without the prior approval of at least two-thirds of the members of
the Board of Directors in office immediately prior to such person attaining such
percentage; (ii) the Company is a party to a merger, consolidation, sale of
assets or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter; or (iii) during any period of two consecutive years, individuals who
at the beginning of such period constituted the Board of Directors (including
for this purpose any new director whose election or nomination for election by
the Company's shareholders was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning of such
period) cease for any reason to constitute at least a majority of the Board of
Directors.

(b) "Corporate Status" describes the status of a person who is or was a
director, officer, employee, agent or fiduciary of the Company or of any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the request of the Company.

-2-
<PAGE> 3

hereinafter defined) in respect of which indemnification is sought by
Indemnitee.

(d) "Effective Date" means the date first above written.

(e) "Expenses" shall include all reasonable attorneys' fees, retainers,
court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, or being or preparing to be a witness in a
proceeding.

(f) "Independent Counsel" means a law firm, or a member of a law firm, that
is experienced in matters of corporation law and neither presently is, nor in
the past five years has been, retained to represent: (i) the Company or
Indemnitee in any matter material to either such party, or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent Counsel" shall not include
any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee's rights under this
Agreement.

(g) "Proceeding" includes any action, suit, arbitration, alternate dispute
resolution mechanism, investigation, administrative hearing or any other
proceeding whether civil, criminal, administrative or investigative, including
any appeal thereof, whether or not initiated prior to the Effective Date, except
a proceeding initiated by an Indemnitee pursuant to Section 11 of this agreement
to enforce his rights under this Agreement.

2. Agreement to Serve. Indemnitee agrees to serve as a director of the
Company. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law). The Company shall have no obligation under this Agreement to
continue Indemnitee in any position with the Company.

3. Indemnification - General. The Company shall indemnify, and advance
Expenses to Indemnitee as provided in this Agreement and to the fullest extent
permitted by applicable law in effect on the date hereof and to such greater
extent as applicable law may thereafter from time to time permit. The

-3-
<PAGE> 4

rights of Indemnitee provided under the preceding sentence shall include, but
shall not be limited to, the rights set forth in the other sections of this
Agreement.

4. Third Party Actions. Indemnitee shall be entitled to the rights of
indemnification provided in this section 4 if, by reason of his Corporate
Status, he is, or is threatened to be made, a party to any threatened, pending
or completed Proceeding, other than a Proceeding by or in the right of the
Company. Pursuant to this section 4, Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by him or on his behalf in connection with any such
Proceeding or any claim, issue or matter therein, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company, and, with respect to any criminal Proceeding, had no reasonable
cause to believe his conduct was unlawful.

5. Derivative Actions. Indemnitee shall be entitled to the rights of
indemnification provided in this section 5 if by reason of his Corporate Status
he is or is threatened to be made, a party to any threatened, pending or
completed Proceeding brought by or in the right of the Company to procure a
judgment in its favor. Pursuant to this section, Indemnitee shall be indemnified
against Expenses and amounts paid in settlement not exceeding, in the judgment
of the Company's Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred by him or on his
behalf in connection with such Proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the Company. Notwithstanding the foregoing, no indemnification against such
Expenses shall be made in respect of any claim, issue or matter in such
Proceeding as to which Indemnitee shall have been adjudged to be liable to the
Company if applicable law prohibits such indemnification; provided, however,
that, if applicable law so permits, indemnification against Expenses shall
nevertheless be made by the Company in such event if and only to the extent that
the Circuit Court of the State of Florida, or the court in which such Proceeding
shall have been brought or is pending, shall determine.

6. Indemnification for Expenses of an Indemnitee. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a party to and is successful on the merits or otherwise, in
any Proceeding, he shall be indemnified against all Expenses actually and
reasonably incurred by him or on his behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the
merits or otherwise, as to one or more but less than all claims, issues or
matters in such

-4-
<PAGE> 5

Proceeding, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter. For purposes of this section 6 and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.

7. Indemnification for Expenses of a Witness. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is by reason of his
Corporate Status, a witness in any Proceeding, he shall be indemnified against
all Expenses actually and reasonably incurred by him or on his behalf in
connection therewith.

8. Advancement of Expenses. The Company shall advance all reasonable
Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding within twenty (20) days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances from
time to time, whether prior to or after final disposition of such Proceeding.
Such statement or statements shall reasonably evidence the Expenses incurred by
Indemnitee and shall include or be preceded or accompanied by an undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such
Expenses.

9. Indemnification Procedure.

(a) To obtain indemnification under this Agreement, Indemnitee shall
submit to the Secretary of the Company (or to such other officer as may be
designated by the Board of Directors) a written request, including therein or
therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary, or other designated
officer, of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board of Directors in writing that Indemnitee has
requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant
to section 9(a) hereof, a determination, if required by applicable law, with
respect to Indemnitee's

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<PAGE> 6

entitlement thereto shall be made in the specific case: (i) if a Change of
Control (as herein defined) shall have occurred, by Independent Counsel (as
herein defined) (unless Indemnitee shall request that such determination be made
by the Board of Directors or the shareholders, in which case by the person or
persons or in the manner provided for in clauses (ii) or (iii) of this section
9(b)) in a written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee; (ii) if a Change of Control shall not have occurred,
(A) by the Board of Directors by a majority vote of a quorum consisting of
Disinterested Directors or (B) if a quorum of the Board of Directors consisting
of Disinterested Directors is not obtainable or, even if obtainable, such quorum
of Disinterested Directors so directs, by Independent Counsel in a written
opinion to the Board of Directors, a copy of which shall be delivered to
Indemnitee or (C) if directed by the Directors, by the shareholders of the
Company; or (iii) as provided in section 10(b) of this Agreement; and, if it is
so determined that Indemnitee is entitled to indemnification, payment to or on
behalf of Indemnitee shall be made within ten (10) days after such
determination. Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee's entitlement to
indemnification, including providing to such person, persons or entity upon
reasonable advance request any documentation or information which is not
privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any
Expenses incurred by Indemnitee in so cooperating with the person, persons or
entity making such determination shall be borne by the Company (irrespective of
the determination as to Indemnitee's entitlement to indemnification) and the
Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to section 9(b) hereof, the
Independent Counsel shall be selected as provided in this section 9(c). If a
Change of Control shall not have occurred, the Independent Counsel shall be
selected by the Board of Directors, and the Company shall give written notice to
Indemnitee advising him of the identity of the independent counsel so selected.
If a Change of Control shall have occurred, the Independent Counsel shall be
selected by Indemnitee (unless Indemnitee shall request that such selection be
made by the Board of Directors, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either event, Indemnitee
or the Company, as the case may be, may, within seven (7) days after such
written notice of selection

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<PAGE> 7

shall have been given, deliver to the Company or to Indemnitee, as the case may
be, a written objection to such selection. Such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the
requirements of "Independent Counsel" as defined in section 1 of this Agreement,
and the objection shall set forth with particularity the factual basis of such
assertion. If such written objection is made, the Independent Counsel so
selected may not serve as Independent Counsel unless and until a court has
determined that such objection is without merit. If, within twenty (20) days
after submission by Indemnitee of a written request for indemnification pursuant
to section 9(a) hereof, no Independent Counsel shall have been selected and not
objected to, either the Company or Indemnitee may petition the Circuit Court of
the State of Florida for the County of Orange for resolution of any objection
which shall have been made by the Company or Indemnitee to the other's selection
of Independent Counsel and/or for the appointment as Independent Counsel of a
person selected by the Court or by such other person as the Court shall
designate, and the person with respect to whom an objection is so resolved or
the person so appointed shall act as Independent Counsel under section 9(b)
hereof. The Company shall pay any and all reasonable fees and expenses of
Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to section 9(b) hereof, and the Company shall pay all reasonable
fees and Expenses incident to the procedures of this section 9(c), regardless of
the manner in which such Independent Counsel was selected or appointed. Upon the
due commencement of any judicial Proceeding pursuant to section 11(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of
professional conduct then prevailing).

10. Presumptions and Effect of Certain Proceedings.

(a) If a Change of Control shall have occurred, in making a
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with section 9(a) of this
Agreement, and the Company shall have the burden of proof to overcome that
presumption in connection with the making by any person, persons or entity of
any determination contrary to that presumption.

(b) If the person, persons or entity empowered or selected under
section 9 of this Agreement to determine whether

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<PAGE> 8

Indemnitee is entitled to indemnification shall not have made a determination
within sixty (60) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be entitled to such indemnification, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a
material fact necessary to make Indemnitee's statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such indemnification under applicable law; provided, however,
that such 60-day period may be extended for a reasonable time, not to exceed an
additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, that the foregoing
provisions of this section 10(b) shall not apply (i) if the determination of
entitlement to indemnification is to be made by the shareholders pursuant to
section 9(b) of this Agreement and if (A) within fifteen (15) days after receipt
by the Company of the request for such determination the Board of Directors has
resolved to submit such determination to the shareholders for their
consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat or (B) a special
meeting of shareholders is called within fifteen (15) days after such receipt
for the purpose of making such determination, such meeting is held for such
purpose within sixty (60) days after having been so called and such
determination is made thereat, or (ii) if the determination of entitlement to
indemnification is to be made by Independent Counsel pursuant to section 9(b) of
this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter
therein, by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.

11. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to section
9 of this Agreement that Indemnitee is not

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<PAGE> 9

entitled to indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to section 8 of this Agreement, (iii) the
determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to section 9(b) of this Agreement and such determination shall
not have been made and delivered in a written opinion within ninety (90) days
after receipt by the Company, of the request for indemnification, (iv) payment
of indemnification is not made pursuant to section 5 of this Agreement within
ten (10) days after receipt by the Company of a written request therefor, or (v)
payment of indemnification is not made within ten (10) days after a
determination has been made that Indemnitee is entitled to indemnification or
such determination is deemed to have been made pursuant to sections 9 or 10 of
this Agreement, Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Florida, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advancement of
expenses. Indemnitee shall commence such proceeding seeking an adjudication
within one hundred eighty (180) days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this section 11(a).
The Company shall not oppose Indemnitee's right to seek any such adjudication.

(b) In the event that a determination shall have been made pursuant to
section 9 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial Proceeding commenced pursuant to this section 11 shall be conducted
in all respects as a de novo trial on the merits and Indemnitee shall not be
prejudiced by reason of that adverse determination. If a Change of Control shall
have occurred, in any judicial Proceeding commenced pursuant to this section 11
the Company shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been
made pursuant to Sections 9 or 10 of this Agreement that Indemnitee is entitled
to indemnification, the Company shall be bound by such determination in any
judicial Proceeding commenced pursuant to this section 11, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee's statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial
Proceeding commenced pursuant to this section 11

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<PAGE> 10

that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement.

(e) In the event that Indemnitee, pursuant to this section 11, seeks a
judicial adjudication to enforce his rights under, or to recover damages for
breach of, this Agreement, Indemnitee shall be entitled to recover from the
Company, and shall be indemnified by the Company against, any and all expenses
(of the types described in the definition of Expenses in section 1 of this
Agreement) actually and reasonably incurred by him in such judicial
adjudication, but only if he prevails therein. If it shall be determined in said
judicial adjudication that Indemnitee is entitled to receive part but not all of
the indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication shall be appropriately
prorated.

12. Non-Exclusivity: Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of
Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable
law, the Articles of Incorporation, the Bylaws, any agreement, a vote of
shareholders or a resolution of directors, or otherwise. No amendment,
alteration or repeal of this Agreement or any provision hereof shall be
effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.

(b) To the extent that the Company maintains an insurance policy or
policies providing liability insurance for directors, officers, employees,
agents or fiduciaries of the Company or of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise which such
person serves at the request of the Company, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, employee or agent
under such policy or policies.

(c) In the event of any payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all papers required and take all
action necessary to secure such

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<PAGE> 11

rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any
payment of amounts otherwise indemnifiable hereunder if and to the extent that
Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.

(e) The Company may, to the fullest extent authorized by law, create a
trust fund, grant a security interest and/or use other means (including, without
limitation, letters of credit, surety bonds and other similar arrangements) to
ensure the payment of such amounts as may become necessary to effect
indemnification provided hereunder.

13. Duration of Agreement. This Agreement shall continue until and
terminate upon the later of: (a) ten (10) years after the date that Indemnitee
shall have ceased to serve as a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which Indemnitee served at the request
of the Company; or (b) the final termination of all pending Proceedings in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to
section 11 of this Agreement relating thereto. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his heirs executors and administrators.

14. Severability. If any provision or provisions of this Agreement shall
be held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this
Agreement (including without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not
in any way be affected or impaired thereby; and (b) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable.

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<PAGE> 12

15. Exceptions to Indemnification Rights. Notwithstanding any other
provision of this Agreement, Indemnitee shall not be entitled to indemnification
or advancement of Expenses under this Agreement with respect to any Proceeding,
or any claim therein, brought or made by him against the Company.

16. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement. Only one
such counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence of this Agreement.

17. Captions. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction thereof.

18. Amendment and Waiver. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.

19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company
in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered
hereunder.

20. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand and receipted for by the party to whom said notice or other
communication shall have been directed, or (ii) mailed by certified mail, return
receipt requested, with postage prepaid, and shall be deemed delivered on the
third business day after the date on which it is so mailed:

(a)If to Indemnitee, to the address set forth immediately following
Indemnitee's signature hereinbelow;

(b)If to the Company, to: 701 West Church Street, Orlando, Florida
32801. Attention: Corporate Secretary;

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<PAGE> 13

or to such other address as may have been furnished to Indemnitee by the Company
or to the Company by Indemnitee, as the case may be.

21. Governing Law; Venue. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Florida, without reference to its choice of law principles. Each party
hereto agrees to submit to the personal jurisdiction and venue of the state and
other federal courts located in Orange County, Florida, for resolution of all
disputes arising out of, in connection with, or by reason of the interpretation,
construction and enforcement of this Agreement, and hereby waives the claim or
defense therein that such courts constitute an inconvenient forum.

22. Gender. Use of the masculine pronoun shall be deemed to include usage
of the feminine pronoun where appropriate.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
day and year first above written.

AUTOMOTIVE ONE PARTS STORES, INC.:
"Company"

By:
-------------------------------------------

As Its:
---------------------------------------

INDEMNITEE:

By:
-------------------------------------------

Address:
-------------------------------------

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

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<PAGE> 1
EXHIBIT 10.8

EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement") is made and entered into as of and
effective May ___, 1997 by and between AUTOMOTIVE ONE PARTS STORES, INC., a
Florida corporation (the "Company"), and ROBERT H. GENTRY, III (hereinafter
called the "Executive").

RECITALS

A. The Executive is currently employed as the Chief Executive Officer and
President of the Company.

B. The Executive possesses intimate knowledge of the business and affairs
of the Company, its policies, methods and personnel.

C. The Board of Directors of the Company recognizes that the Executive
has contributed to the growth and success of the Company, and it is in the best
interest of the Company to enter into an employment agreement with Executive.

D. The Board has determined that this Agreement will reinforce and
encourage the Executive's continued attention and dedication to the Company.

E. The Executive is willing to make his services available to the Company
and on the terms and conditions hereinafter set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:

1. Employment.

1.1 Employment and Term. The Company hereby agrees to employ the
Executive and the Executive hereby agrees to serve the Company on the terms and
conditions set forth herein.

1.2 Duties of Executive. During the term of this Agreement, the
Executive shall serve as President and Chief Executive Officer of the Company,
shall diligently perform all services as may be assigned to him by the Board
(provided that, such services shall not materially differ from the services
currently provided by Executive), and shall exercise such power and authority
as may from time to time be delegated to him by the Board. The Executive shall
devote his full time and attention to the business and affairs of the Company,
render such services to the best of his ability, and use his best efforts to
promote the interests of the Company.
<PAGE> 2
2. Term.

2.1 Initial Term. The initial term of this Agreement, and the
employment of the Executive hereunder, shall commence on May 1, 1997 (the
"Commencement Date") and shall expire on May 2, 2002, unless sooner terminated
in accordance with the terms and conditions hereof (the "Initial Term").

2.2 Renewal Terms. At the end of the Initial Term, this Agreement
shall automatically renew for successive one year terms, subject to earlier
termination of this Agreement as provided herein.

2.3 Expiration Date. The date on which the term of this Agreement
shall expire (including the date on which any renewal term shall expire), is
sometimes referred to in this Agreement as the Expiration Date.

3. Compensation.

3.1 Base Salary. The Executive shall receive a base salary (the "Base
Salary") during each year of the Initial Term, payable in installments
consistent with the Company's normal payroll schedule and subject to applicable
withholding and other taxes, in the following amounts:

(i) $80,000/year during year 1; and

(ii) $100,000/year during years 2 and 3; and

(iii) $120,000/year during years 4 and 5.

The Base Salary also shall be reviewed, at least annually, for merit increases
and may, by action and in the discretion of the Board, be increased, but never
decreased, at any time or from time to time. If the term of this Agreement shall
be renewed as provided in Section 2.2 hereof, then during such renewal term of
his employment hereunder, the Executive's Base Salary shall be increased each
year by no less than 10% over the previous years Base Salary and Executive shall
be paid as set forth and subject to the provisions of this paragraph.

3.2 Incentive Bonus. The Executive shall be eligible to participate in and
the Company shall implement an incentive bonus plan based on the annual
performance of the Company, as determined by and in the discretion of the Board
of Directors.

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<PAGE> 3
4. Expense Reimbursement and Other Benefits.

4.1 Reimbursement of Expenses. During the term of Executive's
employment hereunder, upon the submission of proper substantiation by the
Executive, and subject to such rules and guidelines as the Company may from time
to time adopt, the Company shall reimburse the Executive for all reasonable
expenses actually paid or incurred by the Executive in the course of and
pursuant to the business of the Company. The Executive shall account to the
Company in writing for all expenses for which reimbursement is sought and shall
supply to the Company copies of all relevant invoices, receipts or other
evidence reasonably requested by the Company.

4.2 Compensation/Benefit Programs. During the term of this Agreement,
the Executive shall be entitled to participate in all medical, dental,
hospitalization, accidental death and dismemberment, disability, travel and life
insurance plans, and any and all other plans as are presently and hereinafter
offered by the Company to its executives, including savings, pension,
profit-sharing and deferred compensation plans.

4.3 Working Facilities. The Company shall furnish the Executive with
an office, secretarial help and such other facilities and services suitable to
his position and adequate for the performance of his duties hereunder.

4.4 Automobile. The Company shall provide the Executive either with
the use of an automobile together with reimbursement of the reasonable operating
expenses thereof, or in the discretion of the Company with an automobile
allowance of $800 per month.

4.5 Stock Options. During the term of his employment, Employee will
be provided with stock options under the Company's stock option plan(s) as
determined by the Company's Board of Directors and/or Compensation Committee.

4.6 Other Benefits. The Executive shall be entitled to five weeks of
vacation each calendar year during the term of this Agreement, to be taken at
such times as the Executive and the Company shall mutually determine and
provided that no vacation time shall interfere with the duties required to be
rendered by the Executive hereunder. Any vacation time not taken by Executive
during any calendar year may not be carried forward into any succeeding calendar
year. The Executive shall receive such additional benefits, if any, as the Board
of the Company shall from time to time determine.

5. Termination.

5.1 Termination for Cause. The Company shall at all times have the
right, upon written notice to the Executive, to terminate the Executive's
employment hereunder, for cause. For purposes of this Agreement, the term
"cause" shall mean (i) an action or omission of the Executive which constitutes
a willful and material breach of this Agreement which is not cured within
fifteen (15) days after receipt by the Executive of written notice of same, (ii)
fraud, embezzlement, misappropriation of funds or breach of trust in connection
with his services

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<PAGE> 4

hereunder, (iii) conviction of any crime which involves dishonesty or a breach
of trust, (iv) gross negligence in connection with the performance of the
Executive's duties hereunder, or (v) the material and willful or knowing failure
or refusal (other than as a result of a disability) by the Executive to perform
his duties hereunder. Any termination for cause shall be made in writing to the
Executive, which notice shall set forth in detail all acts or omissions upon
which the Company is relying for such termination. The Executive shall have the
right to address the Board regarding the acts set forth in the notice of
termination. Upon any termination pursuant to this Section 5.1, the Company
shall pay to the Executive (i) his Base Salary to the date of termination, and
(ii) a severance payment equal to 12 months of the Executive's Base Salary at
the time of the termination of the Executive's employment with the Company. The
Company shall have no further liability hereunder (other than for reimbursement
for reasonable business expenses incurred prior to the date of termination,
subject, however, to the provisions of Section 4.1).

5.2 Disability. The Company shall at all times have the right, upon
written notice to the Executive, to terminate the Executive's employment
hereunder, if the Executive shall become entitled to benefits under the
Company's Long Term Disability Plan as then in effect, or, if the Executive
shall as the result of mental or physical incapacity, illness or disability,
become unable to perform his obligations hereunder for a period of 90 days in
any 12-month period. The Company shall have sole discretion based upon competent
medical advice to determine whether the Executive continues to be disabled. Upon
any termination pursuant to this Section 5.2, the Company shall (i) pay to the
Executive any unpaid Base Salary through the effective date of termination
specified in such notice, and (ii) pay to the Executive a severance payment
equal to 12 months of the Executive's Base Salary at the time of the termination
of the Executive's employment with the Company. The Company shall have no
further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however to
the provisions of Section 4.1).

5.3 Death. In the event of the death of the Executive during the term
of his employment hereunder, the Company shall (i) pay to the estate of the
deceased Executive any unpaid Base Salary through the Executive's date of death,
and (ii) pay to the Executive a severance payment equal to 12 months of the
Executive's Base Salary at the time of the termination of the Executive's
employment with the Company. The Company shall have no further liability
hereunder (other than for (x) reimbursement for reasonable business expenses
incurred prior to the date of the Executive's death, subject, however to the
provisions of Section 4.1, and (y) payment of compensation for unused vacation
days that have accumulated during the calendar year in which such termination
occurs).

5.4 Termination Without Cause. At any time the Company shall have the
right to terminate the Executive's employment hereunder by written notice to the
Executive. Upon any termination pursuant to this Section 5.4 (that is not a
termination under any of Sections 5.1, 5.2, 5.3 or 5.5) the Company shall (i)
pay to the Executive any unpaid Base Salary through the effective date of
termination specified in such notice, (ii) continue to pay the Executive's Base
Salary following the termination of the Executive's employment with the Company
for the Period (as hereinafter defined) in the manner and at such time as the
Base Salary otherwise would have

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<PAGE> 5

been payable to the Executive, and (iii) continue to provide the Executive with
the health, dental and life insurance benefits he was receiving under Sections
4.2 hereof, for the Period (as hereinafter defined) in the manner and at such
times as such benefits otherwise would have been payable or provided to the
Executive. For the purposes of this Section the "Period" shall be defined as the
greater of (x) the number of days remaining under the term of this Agreement or
any extension or renewal thereof, as if this Agreement had not been terminated,
or (y) twelve (12) months. The Company shall have no further liability hereunder
(other than for (x) reimbursement for reasonable business expenses incurred
prior to the date of termination, subject, however, to the provisions of Section
4.1, and (y) payment of compensation for unused vacation days that have
accumulated during the calendar year in which such termination occurs).

5.5 Resignation by Executive. The Executive shall at all times have
the right, upon sixty (60) days written notice to the Company, to terminate the
Executive's employment hereunder. Upon any termination pursuant to this Section
5.5, the Company shall pay to the Executive any unpaid Base Salary through the
effective date of termination specified in such notice. The Company shall have
no further liability hereunder (other than for (x) reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however,
to the provisions of Section 4.1, and (y) payment of compensation for unused
vacation days that have accumulated during the calendar year in which such
termination occurs).

5.6 Survival. The provisions of this Article 5 shall survive the
termination of this Agreement, as applicable.

6. Restrictive Covenants.

6.1 Non-competition. At all times while the Executive is employed by
the Company and for a one (1) year period after the termination of the
Executive's employment with the Company for any reason, the Executive shall not,
directly or indirectly, engage in or have any interest in any sole
proprietorship, partnership, corporation or business or any other person or
entity (whether as an employee, officer, director, partner, agent, security
holder, creditor, consultant or otherwise) that directly or indirectly (or
through any affiliated entity) engages in competition with the Company located
within a fifty (50) mile radius of Company's current place of business or any
subsequent location Company may conduct business from where the Company markets
and sells its products or its services (for this purpose, any business that
engages in the retail or wholesale automotive parts and accessories business
shall be deemed to be in competition with the Company); provided that such
provision shall not apply to the Executive's ownership of Common Stock of the
Company or the acquisition by the Executive, solely as an investment, of
securities of any issuer that is registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended, and that are listed or admitted for
trading on any United States national securities exchange or that are quoted on
the National Association of Securities Dealers Automated Quotations System, or
any similar system or automated dissemination of quotations of securities prices
in common use, so long as the Executive does not control, acquire a controlling
interest in or become a member of a group which exercises direct or indirect
control or, more than five percent of any class of capital stock of such
corporation. During the term of Executive's

-5-
<PAGE> 6

employment relationship with Company, the geographical limitation of a fifty
(50) mile radius contained above shall not be applicable, and Executive shall be
prohibited from such ownership and/or activity regardless of the geographical
location of such other business.

6.2 Nondisclosure. The Executive shall not at any time, directly or
indirectly, divulge, communicate, use to the detriment of the Company or for the
benefit of any other person or persons, or misuse in any way, any Confidential
Information (as hereinafter defined) pertaining to the business of the Company.
Any Confidential Information or data now or hereafter acquired by the Executive
with respect to the business of the Company (which shall include, but not be
limited to, information concerning the Company's financial condition, prospects,
technology, customers, suppliers, sources of leads and methods of doing
business) shall be deemed a valuable, special and unique asset of the Company
that is received by the Executive in confidence and as a fiduciary, and
Executive shall remain a fiduciary to the Company with respect to all of such
information. For purposes of this Agreement, "Confidential Information" means
information disclosed to the Executive or known by the Executive as a
consequence of or through his employment by the Company (including information
conceived, originated, discovered or developed by the Executive) prior to or
after the date hereof, and not generally known, about the Company or its
business. Notwithstanding the foregoing, nothing herein shall be deemed to
restrict the Executive from disclosing Confidential Information to the extent
required by law.

6.3 Nonsolicitation of Employees and Customers. At all times while
the Executive is employed by the Company and for a one (1) year period after the
termination of the Executive's employment with the Company for any reason, for
the Executive shall not, directly or indirectly, for himself or for any other
person, firm, corporation, partnership, association or other entity (a) employ
or attempt to employ or enter into any contractual arrangement with any employee
or former employee of the Company, unless such employee or former employee has
not been employed by the Company for a period in excess of six months, and/or
(b) divert, attempt to divert, call on or solicit any of the actual or targeted
prospective customers of the Company on behalf of any person or entity in
connection with any business competitive with the business of the Company, nor
shall the Executive make known the names and addresses of such clients or any
information relating in any manner to the Company's trade or business
relationships with such customers, other than in connection with the performance
of Executive's duties under this Agreement.

6.4 Books and Records. All books, records, and accounts relating in
any manner to the customers or clients of the Company, whether prepared by the
Executive or otherwise coming into the Executive's possession, shall be the
exclusive property of the Company and shall be returned immediately to the
Company on termination of the Executive's employment hereunder or on the
Company's request at any time.

6.5 Definition of Company. Solely for purposes of this Section 6, the
term "Company" also shall include any existing or future subsidiaries of the
Company that are operating during the time periods described herein and any
other entities that directly or indirectly,

-6-
<PAGE> 7

through one or more intermediaries, control, are controlled by or are under
common control with the Company during the periods described herein.

6.6 Acknowledgment by Executive. The Executive acknowledges and
confirms that the length of the term of the provisions of this Section 6 and the
geographical restrictions contained in Section 6.1 are fair and reasonable and
not the result of overreaching, duress or coercion of any kind. The Executive
further acknowledges and confirms that his full, uninhibited and faithful
observance of each of the covenants contained in this Section 6 will not cause
him any undue hardship, financial or otherwise, and that enforcement of each of
the covenants contained herein will not impair his ability to obtain employment
commensurate with his abilities and on terms fully acceptable to him or
otherwise to obtain income required for the comfortable support of him and his
family and the satisfaction of the needs of his creditors. The Executive
acknowledges and confirms that his special knowledge of the business of the
Company is such as would cause the Company serious injury or loss if he were to
use such ability and knowledge to the benefit of a competitor or were to compete
with the Company in violation of the terms of this Section 6. The Executive
further acknowledges and confirms that the Confidential Information, the
substantial relationships with Company's specific prospective and existing
customers and suppliers: (i) are valuable, special, and a unique asset of
Company; (ii) have provided and will hereafter provide Company with a
substantial competitive advantage in the operation of its business; and (iii)
are a legitimate business interest of Company. Company and Executive also agree
that the existence of these legitimate business interests justifies the need for
the restrictive covenants set forth in this Section, and the restrictive
covenants are reasonably necessary to protect Company's legitimate business
interests.

6.7 Reformation by Court. In the event that a court of competent
jurisdiction shall determine that any provision of this Section 6 is invalid or
more restrictive than permitted under the governing law of such jurisdiction,
then only as to enforcement of this Section 6 within the jurisdiction of such
court, such provision shall be interpreted and enforced as if it provided for
the maximum restriction permitted under such governing law.

6.8 Extension of Time. If the Executive shall be in violation of any
provision of this Section 6, then each time limitation set forth in this Section
6 shall be extended for a period of time equal to the period of time during
which such violation or violations occur. If the Company seeks injunctive relief
from such violation in any court, then the covenants set forth in this Section 6
shall be extended for a period of time equal to the pendency of such proceeding
including all appeals by the Executive.

6.9 Survival. The provisions of this Section 6 shall survive the
termination of this Agreement, as applicable.

7. Injunction and Remedies.

7.1 It is recognized and hereby acknowledged by the parties hereto
that a breach by the Executive of any of the covenants contained in Section 6 of
this Agreement will

-7-
<PAGE> 8

cause irreparable harm and damage to the Company, the monetary amount of which
may be virtually impossible to ascertain. As a result, the Executive recognizes
and hereby acknowledges that the Company shall be entitled to an injunction from
any court of competent jurisdiction enjoining and restraining any violation of
any or all of the covenants contained in Section 6 of this Agreement by the
Executive or any of his affiliates, associates, partners or agents, either
directly or indirectly, and that such right to injunction shall be cumulative
and in addition to whatever other remedies the Company may possess. In the event
that the Company does apply for such an injunction, Executive shall not raise as
a defense thereto that the Company has an adequate remedy at law. Executive
hereby consents and agrees that temporary and permanent injunctive relief may be
granted in any proceedings which might be brought to enforce any such terms,
covenants, or provisions without the necessity of proof of actual damages or
posting of a bond.

7.2 Executive and Company hereby acknowledge and agree that, in the
event of any breach by Executive, directly or indirectly, of the foregoing
restrictive covenants, it will be difficult to ascertain the precise amount of
damages that may be suffered by Company by reason of such breach; and
accordingly, the parties hereby agree that, as liquidated damages (and not as a
penalty) in respect of any such breach, Executive shall be required to provide
an accounting of any and all benefits received by Executive as a result of such
breach, including, but not limited to, true and correct financial records, or
other data detailing the financial benefit Executive received or derived,
directly or indirectly, from any and all violative acts or activities, and
Executive thereafter shall be required to pay to Company, as damages, cash
amounts equal to any and all gross revenues received or derived by Executive,
directly or indirectly, from any and all violative acts or activities. The
parties hereby agree that the foregoing constitutes a fair and reasonable
estimate of the actual damages that might be suffered by reason of any breach of
Section 6 by Executive, and the parties hereby agree to such liquidated damages
in lieu of any and all other measures of damages that might be asserted in
respect of any subject breach.

8. Claims not a Defense. Executive expressly agrees that the existence of
any claims that he may have against the Company, whether or not arising from
this Agreement, shall not constitute a defense to the enforcement of the
covenants or provisions set forth in Sections 6 and 7.

9. Assignment. Neither party shall have the right to assign or
delegate his rights or obligations hereunder, or any portion thereof, to any
other person.

10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Each party hereto agrees to
submit to the personal jurisdiction and venue of the State and/or Federal Courts
located in Orange County, Florida, for resolution of all disputes arising out
of, in connection with, or by reason of the interpretation, construction, and
enforcement of this Agreement, and hereby waives the claim or defense therein
that such courts constitute an inconvenient forum.

11. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter hereof and, upon
its effectiveness, shall supersede

-8-
<PAGE> 9

all prior agreements, understandings and arrangements, both oral and written,
between the Executive and the Company (or any of its affiliates) with respect to
such subject matter. This Agreement may not be modified in any way unless by a
written instrument signed by both the Company and the Executive.

12. Notices: All notices required or permitted to be given hereunder shall
be in writing and shall be personally delivered by courier, sent by registered
or certified mail, return receipt requested or sent by confirmed facsimile
transmission addressed as set forth herein. Notices personally delivered, sent
by facsimile or sent by overnight courier shall be deemed given on the date of
delivery and notices mailed in accordance with the foregoing shall be deemed
given upon the earlier of receipt by the addressee, as evidenced by the return
receipt thereof, or three (3) days after deposit in the U. S. mail. Notice shall
be sent (i) if to the COMPANY, addressed to: 701 West Church Street, Orlando,
Florida, 32805, Telecopier (407) 422-1041, Attention: Chief Financial Officer,
and (ii) if to the EXECUTIVE, to his address as reflected on the payroll records
of the Company, or to such other address as either party hereto may from time to
time give notice of to the other.

13. Benefits; Binding Effect. This Agreement shall be for the benefit of
and binding upon the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and, where applicable,
assigns, including, without limitation, any successor to the Company, whether by
merger, consolidation, sale of stock, sale of assets or otherwise.

14. Severability. The invalidity of any one or more of the words, phrases,
sentences, clauses or sections contained in this Agreement shall not affect the
enforceability of the remaining portions of this Agreement or any part thereof,
all of which are inserted conditionally on their being valid in law, and, in the
event that any one or more of the words, phrases, sentences, clauses or sections
contained in this Agreement shall be declared invalid, this Agreement shall be
construed as if such invalid word or words, phrase or phrases, sentence or
sentences, clause or clauses, or section or sections had not been inserted. If
such invalidity is caused by length of time or size of area, or both, the
otherwise invalid provision will be considered to be reduced to a period or area
which would cure such invalidity.

15. Waivers. The waiver by either party hereto of a breach or violation of
any term or provision of this Agreement shall not operate nor be construed as a
waiver of any subsequent breach or violation.

16. Damages. Nothing contained herein shall be construed to prevent the
Company or the Executive from seeking and recovering from the other damages
sustained by either or both of them as a result of its or his breach of any term
or provision of this Agreement. In the event that either party hereto brings
suit for the collection of any damages resulting from, or the injunction of any
action constituting, a breach of any of the terms or provisions of this
Agreement, then the party found to be at fault shall pay all reasonable court
costs and attorneys' fees of the other, including all costs of collection or
appeals.

-9-
<PAGE> 10

17. Section Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

18. No Third Party Beneficiary. Nothing expressed or implied in this
Agreement is intended, or shall be construed, to confer upon or give any person
other than the Company, the parties hereto and their respective heirs, personal
representatives, legal representatives, successors and assigns, any rights or
remedies under or by reason of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

COMPANY:

AUTOMOTIVE ONE PARTS STORES, INC.,
a Florida corporation

By: /s/ Robert H. Gentry, III
----------------------------------------
Name: Robert H. Gentry, III
Title: President

EXECUTIVE:

/s/ Robert H. Gentry, III
-------------------------------------------
Robert H. Gentry, III

-10-

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report (which includes an explanatory paragraph for a going
concern uncertainty) dated May 14, 1997, accompanying the financial statements
of Automotive One Parts Stores, Inc. contained in the Registration Statement and
Prospectus which will be signed upon consummation of the transaction described
in paragraph two of Note A to the financial statements. We consent to the use of
the aforementioned report in the Registration Statement and Prospectus, and to
the use of our name as it appears under the caption "Experts" and "Summary
Financial Information."

GRANT THORNTON LLP

Tampa, Florida
May 14, 1997

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF AUTOMOTIVE ONE PARTS STORES, INC. FOR THE TWELVE
MONTH PERIOD ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLAR

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<EXCHANGE-RATE> 1
<CASH> 32
<SECURITIES> 0
<RECEIVABLES> 896
<ALLOWANCES> 210
<INVENTORY> 5,576
<CURRENT-ASSETS> 6,550
<PP&E> 6,597
<DEPRECIATION> 3,244
<TOTAL-ASSETS> 9,951
<CURRENT-LIABILITIES> 8,397
<BONDS> 1,175
0
0
<COMMON> 24
<OTHER-SE> 356
<TOTAL-LIABILITY-AND-EQUITY> 9,951
<SALES> 12,094
<TOTAL-REVENUES> 12,094
<CGS> 8,075
<TOTAL-COSTS> 8,075
<OTHER-EXPENSES> 4,464
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 785
<INCOME-PRETAX> (1,038)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,038)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,038)
<EPS-PRIMARY> (.44)
<EPS-DILUTED> (.44)

</TABLE>