REPUBLIC AUTOMOTIVE PARTS INC
8-K, 1995-07-24
MOTOR VEHICLE SUPPLIES & NEW PARTS
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                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549
                        ----------------------------------

                                   FORM 8-K

                                CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest 
event reported):                                  July 7, 1995
                                                  ------------



                    Republic Automotive Parts, Inc.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)


   Delaware                     0-6215                  38-1455545
- ---------------            ----------------        ----------------------
(State or other            (Commission file        (I.R.S. Employer
jurisdiction of            Number)                 Identification Number)
incorporation)



        500 Wilson Pike Circle, Suite 115, Brentwood, Tennessee  37027
        --------------------------------------------------------------
                   (Address of principal executive offices)


                                 615-373-2050
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



         -------------------------------------------------------------
         (Former name or former address, if changed since last report)







               

                               



<PAGE>









Item 2.  Acquisition or Disposition of Assets
- ---------------------------------------------

         (a)  On July 7, 1995, pursuant to an Agreement of Purchase and Sale
of Assets (the "Purchase Agreement") dated as of June 20, 1995 by and among
Beacon Auto Parts Company, a Delaware corporation ("BAP"), Beacon Auto Parts 
Company, a Pennslyvania business trust ("Trust" and together with Trust 
"Sellers"), Fred J. Pisciotta, an individual, Republic Automotive Parts 
Sales, Inc. ("RAPSI), a wholly-owned subsidiary of Republic Automotive Parts, 
Inc. (the Registrant") and the Registrant, RAPSI acquired certain assets 
(including inventory, accounts receivable, vehicles, fixtures, equipment and 
other non-real estate fixed assets) of Sellers, a privately held distributor 
of automotive parts based in Export, Pennslyvania (near Pittsburgh), and the
Registrant acquired $1 million of accounts receivable of the business.  The
Purchase Agreement is filed as Exhibit 1 hereto.

         The estimated purchase price was $12,621,671 based on assumed levels 
and valuations of closing date inventory and an estimated closing date 
statement of assets and liabilities.  In addition, RAPSI assumed an estimated 
$3,340,644 of trade accounts payable and accrued expenses.  Such purchase 
price is subject to a definitive post-closing calculation and adjustment under
the terms of the Purchase Agreement to take place approximately 120 days after
the closing date (the "Settlement").  Of the purchase price, $1,000,000 was 
paid through the issuance of 69,232 shares of the Registrant's common stock 
and by the issuance of a $2,000,000 subordinated promissory note, payable
over four years in equal annual installments and bearing interest at 7.055
interest per annum payable quarterly.  Of the balance of the purchase price 
the sum of $8,659,504 was paid in cash at closing.  The remainder of the 
purchase price will be paid following settlement.  In anticipation of the 
acquisition, the Registrant increased the maximum availability under its 
revolving bank credit facility with Comerica Bank from $20 million to $35 
million, and utilized $8 million of borrowings thereunder to fund amounts 
paid at closing.  The Fifth Amended and Restated Revolving Credit Agreement 
dated as of July 5, 1995 is filed as Exhibit 2 hereto.

         In addition, the parties entered into a non-competition undertaking 
providing for payments aggregating $500,000, payable to the Trust in twenty 
equal quarterly installments of $25,000 each.  Under the terms of the 
Purchase Agreement, Trust will be entitled to receive additional contingent 
purchase price payments over the next two and one-half years of up to $2.5 
million based on the operations of the business meeting certain targets.  
RAPSI has assumed or entered into leases for 23 locations used by Sellers, 
including ten owned by BAP (or related parties).

         (b)  It is the intention of RAPSI, subject to a review of each 
facility, to continue to use the purchased assets in substantially the same
manner as prior to the acquisition with certain changes to operating 
procedures and upgrades to or changes of existing equipment.








<PAGE>









Item 7.  Financial Statements and Exhibits
- ------------------------------------------

         (a)  Financial Statements of Business Acquired - It is impractible 
to provide the required financial statements for the acquired business at 
this time.  The required financial statements are to be filed by amendment 
to this Report on Form 8-K/A as soon as practicable, but not later than sixty
(60) days after this Report is required to be filed.
     
         (b)  Pro Forma Financial Information - It is also impractible to
provide the required pro forma financial information relating to the acquired
business at this time.  Such pro forma information are to be filed by 
amendment to this Report on Form 8-K/A as soon as practicable, but not later 
than sixty (60) days after this Report is required to be filed.

         (c)  Exhibits:

              1.  Agreement of Purchase and Sale of Assets dated as of 
                  June 20, 1995 by and among Beacon Auto Parts Company,
                  a Delaware corporation, Beacon Auto Parts Company, a
                  Pennslyvania business trust, Fred J. Pisciotta, Republic 
                  Automotive Parts Sales, Inc. and Republic Automotive 
                  Parts, Inc., and various exhibits thereto.

              2.  Fifth Amended and Restated Revolving Credit Agreement,
                  dated as July 5, 1995, between Republic Automotive
                  Parts, Inc. and Comerica Bank.
































<PAGE>









                                SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized.

                                REPUBLIC AUTOMOTIVE PARTS, INC.
                                       (Registrant)


                                By:/s/Donald B. Hauk
                                   ---------------------------
                                   Donald B. Hauk
                                   Executive Vice President and
                                    Chief Financial Officer

Dated: July 21, 1995
       -------------






































<PAGE>



                            
                            
                            
                            
                            
                            EXHIBITS INDEX


                                                                 
      Exhibits                                                   

1.  Agreement of Purchase and Sale of Assets dated as of             
    June 20, 1995 by and among Beacon Auto Parts Company,
    Fred J. Pisciotta, Republic Automotive Parts Sales, Inc.
    and Republic Automotive Parts, Inc., and various exhibits
    thereto.

2.  Fifth Amended and Restated Revolving Credit Agreement,
    dated as July 5, 1995, between Republic Automotive
    Parts, Inc. and Comerica Bank.























<PAGE>


                                                                EXHIBIT 1
                                                                =========

                       AGREEMENT OF PURCHASE AND SALE OF ASSETS

                    This Agreement dated as of June 20, 1995, by and
          among Beacon Auto Parts Company, a Delaware corporation having an
          office at 6013 Enterprise Drive, Export, Pennsylvania 15632
          ("Company"), Beacon Auto Parts Company, a Pennsylvania business
          trust having an office at 6013 Enterprise Drive, Export,
          Pennsylvania  15632 ("Trust" and, together with Company,
          "Sellers" and individually a "Seller"), and Fred J. Pisciotta, an
          individual having an office at 6013 Enterprise Drive, Export,
          Pennsylvania  15632 ("Stockholder"), and being the principal
          stockholder of Company (Sellers and Stockholder being herein
          sometimes referred to collectively as the "Selling Parties" and
          each individually as a "Selling Party"), and Republic Automotive
          Parts Sales, Inc., a Delaware corporation ("Buyer") and Republic
          Automotive Parts, Inc., a Delaware corporation ("RAPI") and the
          parent of Buyer, each having an office at 500 Wilson Pike Circle,
          Suite 115, P.O. Box 2088, Brentwood, Tennessee 37024.


                                 W I T N E S S E T H:

                    In consideration of the mutual covenants and agreements
          hereinafter  set  forth,  the  parties  hereto  hereby  agree  as
          follows:

                                        ARTICLE 1

                       Purchase and Sale of Business and Assets

                    1.1  Purchased Assets.   Subject to and  upon the terms
          and conditions  of this Agreement, Sellers  shall sell, transfer,
          convey,  assign, grant and deliver  to Buyer and  RAPI, and Buyer
          and  RAPI shall purchase, at  the Closing (as  defined in Section
          3.1 hereof), all right, title  and interest in and to all  of the
          respective businesses, properties, assets,  inventories, accounts
          receivable,    machinery,    equipment,   furniture,    fixtures,
          franchises,  goodwill  and  rights  (accrued  and contingent)  of
          Sellers  as  a   going  concern,  of   every  nature,  kind   and
          description, and wherever situated or located, including  without
          limitation  all  inventory,   machinery,  equipment,   furniture,
          fixtures, and other assets,  property and rights described and/or
          of the  type described  in the  form of Bill  of Sale  annexed as
          Exhibit  1.1 hereto  (the "Bill  of Sale"),  but excluding  those
          assets  and properties  identified  in Schedule  1.1 hereto  (the
          "Excluded   Assets").     The  businesses,   properties,  assets,
          inventories,    accounts   receivable,    machinery,   equipment,
          furniture, fixtures, franchises, goodwill  and rights to be sold,
          transferred,  conveyed,  assigned,  granted and/or  delivered  to
          Buyer  pursuant  hereto  are  hereinafter  sometimes collectively
          referred  to as the  "Purchased Assets".   In this regard,  it is
          understood that the only Purchased Assets to be purchased by RAPI
          pursuant hereto shall be accounts receivable equal to  $1,000,000
          in the aggregate as may be allocated to RAPI by agreement between
          RAPI and  Buyer.   The  balance  of the  Purchased Assets  to  be
          purchased pursuant to this Agreement shall be purchased by Buyer.

                    1.2  Title to  Purchased Assets.   Sellers shall  sell,
          transfer, convey, assign, grant and  deliver title to all of  the
          Purchased Assets to Buyer  and RAPI free and clear of  any liens,
          pledges, charges,  mortgages,  security interests,  restrictions,
          easements, liabilities,  claims, encumbrances or rights of others
          of every  kind  and description  (collectively, "Liens"),  except
          those  Liens identified  in Schedule  1.2 hereto  (the "Permitted
          Liens").   The business, operations,  assets, properties, rights,
          goodwill  and  activities of  Sellers  (other  than the  Excluded
          Assets) are  sometimes herein  collectively  referred to  as  the
          "Business."

                    1.3  Assignments  of Contracts.   Buyer and the Selling
          Parties acknowledge that certain of the agreements, contracts and
          commitments  to  be included  in  the Purchased  Assets,  and the
          rights  and   benefits  thereunder  (collectively,  all   of  the
          foregoing being herein sometimes referred to as the "Contracts"),
          may  not,  by  their  terms, be  assignable.    Anything  in this
          Agreement to the contrary  notwithstanding, this Agreement  shall
          not  constitute an agreement  to assign  any such Contract  if an
          attempted assignment  thereof, without  the  consent of  a  third
          party  thereto, would  constitute a  breach thereof  or adversely
          affect  the rights under  any such  Contract of Buyer  or Sellers
          thereunder.  In  such event, the  Selling Parties will  cooperate
          with Buyer and  use their best efforts  to provide for Buyer  all
          benefits   to  which  any  of  Sellers  is  entitled  under  such
          Contracts, and any transfer or assignment to  Buyer by any Seller
          of any such Contract or  any right or benefit arising  thereunder
          or  resulting  therefrom  which  shall  require  the  consent  or
          approval of any third party shall be made subject to such consent
          or approval being obtained.  The Selling  Parties shall use their
          best efforts to obtain such consents and approvals.  If  and when
          any such consent or approval  shall be obtained or such  Contract
          shall  otherwise  become  assignable  to  Buyer,   Sellers  shall
          promptly assign all of their  rights thereunder to Buyer.   Until
          such time, none of Sellers shall enter  into any amendment of any
          such  Contract  without  the  prior  written  consent  of  Buyer.
          Notwithstanding  anything to  the contrary herein,  Sellers shall
          not be obligated to incur any additional financial obligation  or
          liability to the party under any Contract  for which such consent
          or approval is required.

                    1.4  Satisfaction of Liabilities.   At or prior to  the
          Closing, the  Selling Parties  shall  cause all  indebtedness  of
          Sellers  to banks and/or other  credit or lending institutions or
          otherwise secured by any of  the Purchased Assets, and all  other
          known liabilities of any of Sellers (other than those liabilities
          expressly   assumed  by   Buyer  pursuant   to  the   Liabilities
          Undertaking,  and other  than the  Permitted Liens  and Permitted
          Post-Closing  Debt) to be  paid and  satisfied in full  and shall
          cause to  be  delivered to  Buyer  at  the Closing  releases  and
          discharges  of  all  Liens  and  all  other  rights,  claims  and
          interests in respect of the  Purchased Assets relating to any  of
          such  indebtedness and  liabilities  and of  the  holders of  the
          Permitted Post-Closing  Debt  (including without  limitation  all
          required Form UCC-3 termination statements) in form and substance
          reasonably required  by Buyer.  The  term "Permitted Post-Closing
          Debt"  shall   mean  Sellers'  mortgage  and  other  indebtedness
          identified  in  Schedule  1.4  of  the  Disclosure  Schedule  (as
          hereinafter defined).


                                      ARTICLE 2

                    Agreement Amount; Assumption of Liabilities; 
                             Non-competition Undertaking

                    2.1  Agreement Amount.   Subject to and  upon the terms
          and conditions of this Agreement,  Buyer shall pay or deliver  to
          or  for the benefit  of Trust, in  full payment and consideration
          for the Purchased Assets and the Non-competition Undertaking  (as
          hereinafter  defined), a  total amount  (the  "Agreement Amount")
          determined,  and as  the same  may be  adjusted, and  payable, in
          accordance with  Schedule 2.1  hereto,  the provisions  of  which
          shall, effective upon the Closing, be deemed incorporated  herein
          by reference as if set forth in full herein.

                    2.2  Liabilities  Undertaking.    Buyer shall,  at  the
          Closing, execute and deliver to Sellers a Liabilities Undertaking
          (the "Liabilities  Undertaking")  in  the  form  of  Exhibit  2.2
          hereto,  the  provisions  of  which  shall,  effective  upon  the
          Closing,  be deemed incorporated  herein by  reference as  if set
          forth  in full  herein.   Except as  expressly set  forth in  the
          Liabilities Undertaking,  neither Buyer nor RAPI  shall assume or
          be  responsible  for  any  debts,   commitments,  obligations  or
          liabilities of any nature whatsoever.

                    2.3  Non-Competition Undertaking.  The Selling  Parties
          shall  perform  and comply  with  the  provisions  set  forth  in
          Schedule  2.3 hereto  (the  "Non-competition Undertaking),  which
          provisions   shall,  effective   upon  the  Closing,   be  deemed
          incorporated herein by reference as if set  forth in full herein.
          Schedule  2.3 hereto also sets forth the  terms of payment of the
          sum of $500,000  (in 20 equal  quarterly installments  commencing
          with the first day of  the first full calendar quarter after  the
          Closing Date), which sum is to be payable by Buyer as part of the
          Agreement  Amount and  as consideration  for the  Non-competition
          Undertaking,  all on the  terms and conditions  set forth in said
          Schedule 2.3.

                    2.4  Allocation  of  Agreement  Amount.    The  parties
          hereto hereby  agree that the Agreement Amount shall be allocated
          in  accordance with Schedule  2.4 hereto.   The parties  agree to
          execute  an  IRS  Form  8594  Acquisition  Statement,  under  the
          Internal Revenue Code, reflecting the said allocation.

                    2.5  Stockholders.  Concurrently with the execution and
          delivery  hereof,  each of  the  respective  stockholders of  and
          holders  of  beneficial interests  in  Sellers  has executed  and
          delivered to RAPI an agreement as to investment in shares of RAPI
          Common Stock, in the form of Exhibit 2.5 hereto.  

                    2.6  Insurance  Proceeds.   In  the  event  any of  the
          Purchased  Assets shall be  damaged or  destroyed by fire  or any
          other  casualty or  cause, and  Buyer shall  nevertheless proceed
          with  the Closing:   (i) Buyer shall be  entitled to, and Sellers
          shall  promptly  pay  over  to  Buyer,  all  insurance   proceeds
          pertaining  to the same, and at the Closing shall assign to Buyer
          all rights  to receive and recover  insurance proceeds pertaining
          to  the   same,  such  insurance  proceeds  and  rights  to  also
          constitute Purchased Assets; and (ii)  in the event such fire  or
          other casualty  or cause does  not permit Buyer  to elect  not to
          close pursuant  to  Section  3.5(d)  hereof  and  such  insurance
          proceeds shall not adequately compensate Buyer for the  resulting
          reduction in the  fair market value  of any equipment,  vehicles,
          fixtures  or other fixed  assets intended  to be included  in the
          Purchased Assets, the Purchase Price (as defined  in Schedule 2.1
          hereto) shall be reduced by the amount by which such reduction in
          fair  market  value  in  the  aggregate  exceeds  such  insurance
          proceeds.  


                                      ARTICLE 3
                      Closing; Deliveries; Conditions Precedent

                    3.1  Closing.

                         (a)     The  Closing  under  this  Agreement  (the
          "Closing") shall take  place at the offices  of Sellers' counsel,
          Cohen &  Grigsby, P.C.,  in  Pittsburgh, Pennsylvania,  at  10:00
          a.m., local time,  on the later of  the third business  day after
          expiration of  the H-S-R Waiting Period  (as hereinafter defined)
          or July  17, 1995,  or  such other  date, place  or  time as  the
          parties hereto shall mutually agree upon (the date of the Closing
          being called the "Closing Date").

                         (b)  All proceedings to be taken and all documents
          to be executed and delivered by  the parties at the Closing shall
          be deemed to have been  taken and executed simultaneously and  no
          proceedings  shall be deemed taken nor  any documents executed or
          delivered until all have been taken, executed and delivered.

                    3.2  Sellers' Deliveries.  At the  Closing, the Selling
          Parties shall deliver to Buyer:

                         (a)  the Bill of Sale, executed by Sellers;

                         (b)    As  to  those  Properties  (as  hereinafter
          defined)  for which leases  directly with the  landlord are to be
          entered  into  effective as  of  the  Closing,  as  indicated  in
          Schedule 3.2(b)(i)  hereto, (i) leases  in the forms  included in
          Exhibit 3.2(b)(i)  hereto, executed  by the  respective landlords
          thereunder (each a "New Lease"), and (ii) in the case  of each of
          the Properties  which, as of  the date  hereof, is  secured by  a
          mortgage in favor of Mellon Bank, N.A.  or any affiliate thereof,
          non-disturbance  agreements from each  mortgagee with  respect to
          each  of such Properties in favor of  Buyer in form and substance
          reasonably required by Buyer as to each such New Lease, and (iii)
          appropriate memoranda of  lease, in duly  recordable form, as  to
          each New Lease;

                         (c)  As to those Properties  for which the  leases
          currently in effect (with either of Sellers as tenant thereunder)
          are  to  be assigned  to and  assumed by  Buyer, as  indicated in
          Schedule 3.2(c) hereto, Instruments of Assignment and  Assumption
          in  the forms included  in Exhibit  3.2(c) hereto (each  a "Lease
          Assignment"  and collectively the  "Lease Assignments"), executed
          by  the appropriate Seller  as assignor  and (if such  consent is
          required by the terms of such  lease) consented to in writing (in
          form  and  substance  reasonably  required  by  Buyer)  by   each
          applicable landlord;

                         (d)  As to  each lease  (each an  "Assigned Lease"
          and  collectively  the  "Assigned Leases")  which  is  to be  the
          subject  of a  Lease  Assignment, the  estoppel agreement  of the
          landlord,  in form  and substance  reasonably required  by Buyer,
          with respect to  each such Assigned  Lease and Lease  Assignment,
          and conforming to the form set forth as Exhibit 3.2(d) hereto;

                         (e)   all Contracts, permits, approvals, licenses,
          certificates, files and other items and documents in any Seller's
          possession pertaining to the Purchased Assets;

                         (f)    copies  of corporate,  stockholder,  trust,
          trustee and holder of beneficial interest resolutions and actions
          of each of Sellers authorizing the execution and delivery of this
          Agreement and  each exhibit  hereto and  the consummation  of the
          transactions  contemplated hereby and  thereby, which stockholder
          and holders  of beneficial interests resolutions  shall have been
          unanimously approved and adopted by all stockholders and  holders
          of beneficial interest of each  of Sellers, certified as such  by
          the  President  of  Company  and  the  trustee  of Trust  and  by
          Stockholder;

                         (g)   good  standing certificates with  respect to
          each of Sellers, issued as of a recent date by the Secretaries of
          State of the States of Delaware and Pennsylvania.

                         (h)  such other good and sufficient instruments of
          conveyance,  assignment and  transfer  (including  duly  endorsed
          certificates  of  title  for  motor  vehicles),  as  Buyer  shall
          reasonably  require, and as  shall be effective  to vest in Buyer
          good and marketable title to the Purchased Assets as contemplated
          by this Agreement; 

                         (i)  Employment Agreements in the respective forms
          included as Exhibit 3.2(i) hereto  (the "Employment Agreements"),
          executed by each  of Stockholder and  John Wieder,  respectively;
          and 

                         (j)   all other documents required by the terms of
          this Agreement to be delivered to Buyer or RAPI at the Closing.

                    3.3  Buyer's Deliveries.   At the  Closing, Buyer  will
          deliver to Sellers:

                         (a)    an  amount  equal  to  the  "Cash  Payment"
          determined  in  accordance with  paragraph  (k)  of Schedule  2.1
          hereto, by payment thereof, by wire transfer, in  accordance with
          Schedule 3.3(a) hereto;

                         (b)  the subordinated promissory  note of Buyer in
          the principal amount of $2,000,000  and referred to in  paragraph
          (k) of Schedule 2.1 hereof, in the form of Exhibit  3.3(b) hereto
          (the "Note"), said Note inter alia to bear interest at 7.055% per
          annum, payable quarterly, and to  provide for the payment of  the
          principal  sum  thereof in  four  (4)  equal annual  installments
          payable commencing on the first anniversary of the  Closing Date,
          all on the terms and conditions set forth therein, and guarantied
          by RAPI in the form included as part of Exhibit 3.3(b) hereto;

                         (c)  in  consideration  of  the  Purchased  Assets
          purchased  by  RAPI, a  certificate,  duly executed  by  RAPI and
          registered  in the  name  of Trust,  representing  the number  of
          shares of Common Stock, par value $.50 per share, of  RAPI ("RAPI
          Common Stock"), determined  and to be  issued in accordance  with
          paragraph (k) of Schedule 2.1 hereto (the "RAPI Shares").

                         (d)  the  New Leases,  executed by  the respective
          lessee(s) thereunder;

                         (e)    the  Lease  Assignments,  executed  by  the
          respective assignee(s) thereunder;
           
                         (f)   the  Liabilities  Undertaking,  executed  by
          Buyer;
           
                         (g)  the Employment Agreements, executed by Buyer;

                         (h)  certificates of good standing with respect to
          each  of Buyer  and  RAPI, issued  as  of a  recent  date by  the
          Secretary of State of Delaware;

                         (i)  copies  of   resolutions  of  the   board  of
          directors (or  executive committee  thereof)  of Buyer  and  RAPI
          authorizing  the  execution  and   delivery  of  this  Agreement,
          certified by and officer of each of them; and 

                         (j)  all other documents required by the terms  of
          this Agreement to be delivered to Sellers at the Closing.

                    3.4  Further Assurances.  At any time  and from time to
          time  after the Closing, at Buyer's  request, and without further
          consideration, the Selling Parties will execute and deliver  such
          other instruments  of sale, transfer, conveyance,  assignment and
          confirmation, and take such actions, as Buyer may reasonably deem
          necessary  or desirable  in order  more effectively  to transfer,
          convey and assign to Buyer  or RAPI, as the  case may be, and  to
          confirm Buyer's or  RAPI's, as the case may be,  title to, all of
          the Purchased Assets, to put  Buyer or RAPI, as the case  may be,
          in actual possession and operating control thereof, and to assist
          Buyer or RAPI, as the case  may be, in exercising all rights with
          respect  thereto.  The  Selling Parties shall  not be required to
          incur  out-of-pocket  expenses  in  connection with  the  matters
          referred to in this Section 3.4.

                    3.5  Buyer's  and RAPI's  Conditions  Precedent.    The
          obligations  of Buyer  and RAPI  under this Agreement  to proceed
          with the transactions  contemplated hereby are, at  the option of
          Buyer  and  RAPI  in  their  sole   discretion,  subject  to  the
          fulfillment of  the  following  conditions  at or  prior  to  the
          Closing, and the Selling Parties shall use  their best efforts to
          cause each such condition to be fulfilled:

                         (a)  no action, suit, proceeding or  investigation
          shall have  been instituted against Buyer  or RAPI or any  of the
          Selling  Parties   in,  by  or  before  any  court,  tribunal  or
          governmental body  or agency, and  be unresolved, to  restrain or
          prevent,  or to obtain  substantial damages by  reason of, any of
          the transactions contemplated hereby;

                         (b)   the  representations  and warranties  of the
          Selling Parties contained  in this Agreement,  any Schedules  and
          Exhibits hereto and/or any certificates or documents delivered in
          connection  with this  Agreement shall be  true and  correct when
          made, and shall  also be true and correct at  the time of Closing
          with the same force and effect as though such representations and
          warranties were made at  that time, except for  changes expressly
          permitted by this Agreement;

                         (c)    each  covenant,  agreement  and  obligation
          required by the  terms of this Agreement to be  complied with and
          performed by  any  of the  Selling  Parties at  or  prior to  the
          Closing  shall have  been  duly and  properly  complied with  and
          performed;

                         (d)  since the date of this Agreement, there shall
          not  have occurred any  material adverse change  in the condition
          (financial or otherwise), prospects or results of the  operations
          of  any  of Sellers  or  in  the Business  or  the  value of  the
          Purchased Assets taken as a whole, and  no warehouse facility nor
          more than one store operated by the  Business shall have suffered
          a substantial fire or other substantial casualty loss or damage;

                         (e)   all consents necessary to  the assignment to
          Buyer of each of the Assigned Leases, and such consents necessary
          to the assignment  of Contracts, and  such governmental  consents
          and assignments  of  governmental  licenses  and  permits  to  be
          transferred to Buyer, which are  reasonably requested by Buyer to
          be  obtained prior to  the Closing,  shall have been  obtained by
          Sellers, and there  shall have been  delivered to Buyer  executed
          counterparts reasonably  satisfactory  in form  and substance  to
          Buyer of such consents; 

                         (f)  all  waiting periods,  if any,  applicable to
          the   consummation  of  the  transactions  contemplated  by  this
          Agreement    required   by   the    Hart-Scott-Rodino   Antitrust
          Improvements Act  (the "H-S-R  Act") shall  have been  expired or
          terminated; provided that Buyer and RAPI shall have submitted all
          necessary  applications under  and  otherwise  complied with  the
          provisions of the H-S-R Act, as they apply to such transactions;

                         (g)  the Selling Parties  shall have delivered  to
          Buyer and  RAPI  the signed  opinion of  counsel  to the  Selling
          Parties, dated the Closing Date, in form and substance reasonably
          satisfactory to Buyer;

                         (h)  Buyer  and  RAPI  shall  have   obtained  the
          financing  for and  consent to  the transactions  contemplated by
          this Agreement from RAPI's lending bank; and

                         (i)  there shall be delivered to  Buyer and RAPI a
          certificate  of the Selling Parties executed  on the Closing Date
          that the conditions set forth  in subsections (b) through (e)  of
          this Section 3.5 have been fulfilled.

                    3.6  Sellers' Conditions Precedent.  The obligations of
          Sellers  under this  Agreement to  proceed with  the transactions
          contemplated hereby are, at the  option of Sellers in their  sole
          discretion, subject to  the fulfillment of each  of the following
          conditions at or prior to  the Closing, and Buyer and RAPI  shall
          use  their  best  efforts  to cause  each  such  condition  to be
          fulfilled:

                         (a)  the  representations and warranties of  Buyer
          and  RAPI  contained in  this  Agreement or  any  certificates or
          documents delivered  by it  to Sellers  in  connection with  this
          Agreement shall be true  and correct when made, and shall also be
          true  and correct at the time of  the Closing with the same force
          and  effect as  though such  representations and  warranties were
          made at that time, except for changes expressly permitted by this
          Agreement;

                         (b)    each  covenant,  agreement  and  obligation
          required by the terms  of this Agreement to be complied  with and
          performed by Buyer and RAPI at or prior to the Closing shall have
          been duly and properly complied with and performed; 

                         (c)  since the date of this Agreement, there shall
          not  have occurred  a material  adverse  change in  the condition
          (financial or  otherwise), prospects or results  of operations of
          RAPI and its subsidiaries taken as a whole;

                         (d)  all  waiting periods,  if any,  applicable to
          the  consummation  of  the  transactions  contemplated   by  this
          Agreement    required   by   the    Hart-Scott-Rodino   Antitrust
          Improvements Act (the  "H-S-R Act")  shall have  been expired  or
          terminated;  provided   that  the  Selling  Parties   shall  have
          submitted all applications under and otherwise complied with  the
          provisions of the H-S-R Act, as they apply to such transactions;

                         (e)  Buyer  and  RAPI  shall  have   delivered  to
          Sellers  the signed opinion  of counsel to  Buyer and RAPI, dated
          the Closing  Date, in form and  substance reasonably satisfactory
          to Sellers;

                         (f)    there  shall  be  delivered  to  Sellers  a
          certificate of Buyer and RAPI  executed on the Closing Date  that
          the conditions set forth in  subsections (a) through (c) of  this
          Section 3.6 have been fulfilled.

                    3.7  H-S-R Act.  The Selling Parties, on the one  hand,
          and  Buyer and RAPI  on the  other hand,  shall within  three (3)
          business  days after the  date hereof  duly prepare and  file the
          written notifications  and submissions required to  be made under
          the  H-S-R  Act  in  connection  with  the  consummation  of  the
          transactions contemplated hereby and,  promptly after any request
          therefor, prepare  and file any  additional information requested
          by the Federal Trade Commission or the  Antitrust Division of the
          Department  of Justice to  be filed or  submitted under the H-S-R
          Act   in   connection  with   such  original   notifications  and
          submissions,  and  shall  diligently  request  and  pursue  early
          termination of  the required waiting  period under the  H-S-R Act
          (the "H-S-R Waiting Period").  Anything to the contrary contained
          in this Agreement notwithstanding, in no event shall any party be
          required  to take any adverse action regarding the disposition of
          any  of its  businesses, assets  or properties,  or to  incur any
          material liability  or expense, in  order to obtain  any approval
          under the  H-S-R  Act or  any termination  of  the H-S-R  Waiting
          Period.

                    3.8  Receivables.   From and  after the Closing,  Buyer
          and RAPI shall have the right and authority  to collect for their
          own account all  account receivables and other items  included in
          the Purchased Assets and  to endorse with the name  of any Seller
          any checks received on account  of any such receivables or  other
          items.  The Selling Parties  shall promptly transfer and  deliver
          to Buyer any cash or other property which any of them may receive
          in respect  of any of  such receivables or  other items.  In such
          regard, at Closing Sellers shall deliver to  Buyer a complete and
          detailed  statement  showing the  name,  amount and  age  of each
          Purchased Receivable (as defined in Schedule 2.1 hereto).   After
          the Closing, Buyer shall use its reasonable efforts to collect or
          cause  to  be  collected,  in  accordance  with  Buyer's   normal
          collection procedures as in effect from time to time (and without
          being  required to  incur any  out-of pocket  cost or  expense or
          resort to litigation or any extraordinary means or efforts),  the
          Purchased  Receivables.    To the  extent  that  any  amounts are
          received by Buyer from an obligor on  both a Purchased Receivable
          and any other receivable of  Buyer, such amounts, in good  faith,
          shall be allocated to payment  of the oldest of such  receivables
          first  unless  such  obligor  is, at  such  time,  in  good faith
          disputing its obligation in respect of such Purchased  Receivable
          or  such  payment  is  otherwise  to  be  allocated  to  a  later
          receivable in  accordance  with an  arrangement established  with
          such  obligor  prior  to  the  Closing  or  with the  consent  of
          Stockholder after the Closing.

                    3.9  Access.   After  the Closing, at  reasonable times
          and  on reasonable notice, the Selling  Parties shall have access
          to  the books and  records pertaining to  the Business which they
          delivered to Buyer at the Closing (and shall be permitted to make
          copies thereof) for use solely in connection with the preparation
          of  Sellers'  tax  returns,  and in  all  cases  subject  to such
          confidentiality obligations  of the Selling Parties  as Buyer may
          reasonably require from time to time, and Buyer shall retain such
          books and records for a period of six years.

                    3.10 Proration.   The  parties  shall prorate,  between
          Sellers  on the  one hand  and Buyer  on the  other hand,  rents,
          license fees, utilities, charges and like items  as of 11:59 p.m.
          on the day immediately preceding the Closing Date.


                                      ARTICLE 4

                Representations and Warranties of the Selling Parties

                    The Selling  Parties hereby jointly and  severally make
          each of the following representations and warranties:
                                                               
                    4.1  Organization,   Standing  and   Qualification;  No
          Subsidiaries.   (a)   Company is  a  corporation duly  organized,
          validly existing and in good standing under the laws of the State
          of Delaware; Trust  is a business  trust duly organized,  validly
          existing and  in good standing  under the  laws of  Pennsylvania.
          Stockholder is the sole trustee  of the Trust ("Trustee").   Each
          of Sellers has all requisite power and  authority and is entitled
          to  own, lease  and operate  its properties  and to carry  on its
          business in  all  material respects  as and  in  the places  such
          properties  are  now or  have  heretofore been  owned,  leased or
          operated and where such  business is presently or has  heretofore
          been conducted.  Company and  Trust are qualified to do  business
          and each is in good standing in each State listed in Schedule 4.1
          of the  Disclosure Schedule delivered  by the Selling  Parties in
          connection and concurrently  with the execution  and delivery  of
          this   Agreement  (the   "Disclosure  Schedule"),   which  States
          constitute all States in which the failure of either Seller to be
          so  qualified  could  have  a  material  adverse  effect  on  the
          condition (financial or otherwise), prospects, or results of  the
          operations of  any of  Sellers or  of or on  the Business  or the
          Purchased Assets taken as a whole.  The copies of the Certificate
          of Incorporation and By-Laws of  Company and all trust and  other
          organizational documents  of Trust delivered by  Sellers to Buyer
          are complete and correct.

                         (b)  Except as set forth in Schedule 4.1(b) of the
          Disclosure  Schedule, none  of Sellers  has any  subsidiaries and
          none of Sellers has any interest, direct or indirect, and  has no
          commitment to purchase any  interest, direct or indirect, in  any
          other corporation or  in any partnership, joint  venture or other
          business enterprise or entity.   Except as set forth in  Schedule
          4.1(b) of  the Disclosure Schedule,  the business  carried on  by
          Sellers has  not been  conducted through any  direct or  indirect
          subsidiary or any direct or indirect affiliate  of any of Sellers
          or  of any  stockholder or trustee  of or holder  of a beneficial
          interest in any of Sellers.

                    4.2  Related  Transactions.   Except  as  set forth  on
          Schedule 4.2  of the Disclosure  Schedule, during the  past three
          years none  of Sellers  has  directly or  indirectly,  purchased,
          leased from others or otherwise acquired any property or obtained
          any services  from,  or  sold,  leased  to  others  or  otherwise
          disposed  of  any property  or  furnished  any  services  to,  or
          otherwise   dealt  with,   except  with   respect  to   customary
          remuneration for services rendered as  an officer or employee  of
          Company in  the ordinary course of business,  (i) any stockholder
          or  trustee  of or  holder of  a  beneficial interest  in  any of
          Sellers,  or any member  of the  family of any  such stockholder,
          trustee or holder of a  beneficial interest, or (ii) any  person,
          firm  or  corporation which,  directly  or  indirectly, alone  or
          together  with others,  controls, is  controlled  by or  is under
          common control with any Seller  or any stockholder or trustee  of
          or holder  of a  beneficial interest  in any  of Sellers,  or any
          member of the family of any such person.  Except  as set forth on
          Schedule 4.2 of the Disclosure Schedule, no  part of the property
          or  assets  of  any stockholder  or  trustee  of or  holder  of a
          beneficial interest in any of Sellers, or  any direct or indirect
          subsidiary or affiliate of any  of Sellers or any stockholder  or
          trustee of or holder of a beneficial interest in any  of Sellers,
          is used by any of Sellers in connection with the Business.

                    4.3    Authority of  Sellers;  Stockholders.   (a)  The
          Selling  Parties have  all requisite  power, authority  and legal
          capacity to enter into  this Agreement and each other  agreement,
          document and instrument to be executed or delivered by any of the
          Selling Parties in  connection with this  Agreement (the  "Seller
          Documents") and to carry out the transactions contemplated hereby
          and  thereby.  This Agreement constitutes, and, when executed and
          delivered  at  the  Closing,  each  other  Seller  Document  will
          constitute, the  legal, valid and  binding obligation of  such of
          the  Selling Parties as  are party thereto.   All proceedings and
          action  required to be  taken by the  Selling Parties relating to
          the execution, delivery and performance of this Agreement and the
          Seller  Documents  and  the   consummation  of  the  transactions
          contemplated  hereby  and  thereby have  been  duly  taken.   The
          execution, delivery and  performance of this  Agreement, and  the
          consummation  of the  transactions contemplated hereby  have been
          unanimously  approved by  the holders  of all  shares  of capital
          stock  of Company and  all trustees of  and holders of beneficial
          interests in Trust.

                         (b)     The   presently  authorized,   issued  and
          outstanding shares of capital stock of Company  and the names and
          addresses of the lawful record and beneficial owners thereof, and
          the names and addresses of all holders of beneficial interests in
          Trust,  are as  set forth  on Schedule  4.3(b) of  the Disclosure
          Schedule.

                         (c)  Except as set forth on Schedule 4.3(c) of the
          Disclosure  Schedule, there  are  no  outstanding  subscriptions,
          options, warrants, calls,  puts, contracts, demands, commitments,
          convertible securities or other agreements or arrangements of any
          character  or nature whatever  under which any  of Sellers or any
          stockholder or trustee thereof or holder of a beneficial interest
          therein  is or may  become obligated to  issue, assign, purchase,
          acquire  or  transfer,   any  shares  of  the  capital  stock  or
          securities of, or beneficial interest or equity interests in, any
          Seller.

                         (d)  None of the Selling Parties nor any affiliate
          of  any of  them  directly or  indirectly  beneficially owns  any
          shares of RAPI Common Stock.

                    4.4  No  Violation.    (a)    Except  as  indicated  on
          Schedule 4.4 of the Disclosure Schedule:

                         (i)  The  execution,  delivery and  performance of
          this  Agreement and the Seller Documents by any of the respective
          Selling Parties  which is  or shall  be a  party thereto and  the
          consummation of the transactions contemplated hereby and thereby,
          will  not (ii)   conflict with  or violate  any provision  of the
          certificate of  incorporation or  by-laws or any  trust or  other
          organizations  document of any Seller, (iii)  with or without the
          giving of  notice or the  passage of time,  or both, result  in a
          breach of,  or violate, or be  in conflict with, or  constitute a
          default under, or permit  the termination of, or cause  or permit
          acceleration under, any  material agreement, instrument,  debt or
          obligation to which any Seller is a party or to or by which it or
          any of the Purchased Assets is subject or bound, or result in the
          loss or adverse modification  of any material license, franchise,
          or  other  authorization granted  to  or  otherwise  held by  any
          Seller,  (iv)  require  the consent of any  party to any material
          agreement or commitment to which any of the Selling Parties  is a
          party, or to or by which it or he or any  of the Purchased Assets
          is subject or bound, (v)  result in the creation or imposition of
          any Lien upon  any of the Purchased Assets, or  (vi)  violate any
          material law, rule  or regulation or any  order, judgment, decree
          or award of any court, governmental authority or arbitrator to or
          by which any Seller or any  of the Purchased Assets is subject or
          bound.

                         (b)  No consent, approval  or authorization of, or
          declaration,  filing  or registration  with,  or  notice to,  any
          governmental or regulatory authority or any other third party  is
          required to be obtained or made  by any of the Selling Parties in
          connection with  the execution, delivery and  performance of this
          Agreement  or  the Seller  Documents or  the consummation  of the
          transactions contemplated hereby and thereby.

                    4.5  Financial Statements.  (a)  Sellers have delivered
          to  Buyer copies of the financial statements of Company listed on
          Schedule  4.5(a)  of  the  Disclosure  Schedule  (the  "Financial
          Statements"), including without limitation, the balance sheet  of
          Company  as at December  31, 1994 (the "Balance  Sheet").  All of
          the Financial  Statements have been  prepared from the  books and
          records  of  Sellers   in  accordance  with  generally   accepted
          accounting   principles   consistently  applied   and  maintained
          throughout  the  periods  indicated  and fairly  present  in  all
          material respects the  financial condition of Company as at their
          respective dates and the results of operations of Company for the
          periods  covered  thereby.    Except  as  disclosed  in  Schedule
          4.5(a)(i) of the Disclosure Schedule, the Financial Statements do
          not  contain any items of  special or nonrecurring  income or any
          other income not earned in the ordinary course of business except
          as expressly  specified  therein, and  include  all  adjustments,
          which consist  only of  normal recurring accruals,  necessary for
          such fair presentation.

                         (b)     The  Estimated  Statement  of  Assets  and
          Payables set forth on Schedule 4.5(b) hereto  sets forth Sellers'
          good faith, reasonable  estimate of the  Statement of Assets  and
          Payables as of the scheduled Closing Date to be prepared pursuant
          to Schedule 2.1 hereto.

                         (c)  Trust  has conducted no operations other than
          those   it  has  acquired  from  Company   and  has  incurred  no
          liabilities  or obligations other than those it has acquired from
          Company.

                    4.6  Title  to  and  Condition  of   Purchased  Assets.
          (a)  Except  for  the  Real  Property  Leases  and  the  Personal
          Property Leases (each as hereinafter defined), and except for the
          Permitted Liens  and except  for inventory  disposed of  prior to
          Closing in the ordinary and customary course of business, Sellers
          have  good  and  marketable  title  to  all  of  the  assets  and
          properties which either  of them owns or uses or  purports to own
          or use.   Except as set  forth on Schedule 4.6  of the Disclosure
          Schedule, none of the Purchased Assets is subject to any Lien.  

                         (b)  Except as set forth in said Schedule 4.6, the
          Purchased Assets are in  all material respects in good  operating
          condition and repair, ordinary wear and tear excepted.

                         (c)  Sellers enjoy peaceful possession of all real
          and personal  property, including the buildings  and improvements
          thereon,  owned or held under lease in connection with any aspect
          of  the  Business.    The  Properties  (as  hereinafter  defined)
          constitute all  real property  and all the  buildings, facilities
          and  improvements  used by  any  of Sellers.    No  Seller is  in
          material default or breach of any of its obligations under any of
          the leases or other agreements related to any of the Properties.

                         (d)  Each of the New Leases will cover all  of the
          real  property,  buildings, improvements,  parking areas  and the
          like located in or about and/or in the vicinity of the  locations
          indicated on Schedule 3.2(b)(i) hereof which have heretofore been
          occupied and/or used by Company in the conduct of the Business.

                    4.7  Litigation; Liability Claims.   (a)  Except as set
          forth on Schedule  4.7 of  the Disclosure Schedule,  there is  no
          action,  suit,  proceeding, arbitration,  investigation  or labor
          organizing effort pending against or affecting any of  Sellers or
          any of any  Seller's assets,  properties or business,  or of  any
          Seller's stockholders, employees, officers, directors or trustees
          (in   connection  with   their  capacities   as  such),   or  the
          transactions contemplated by this Agreement, nor, to  the best of
          each  Selling Party's  knowledge,  any basis  therefor or  threat
          thereof.  There is  not outstanding any order, writ,  injunction,
          award or decree of any court or arbitrator or any federal, state,
          municipal  or other  governmental department,  commission, board,
          agency  or instrumentality to which any of the Selling Parties is
          subject  or otherwise applicable to any of any Seller's business,
          assets, or  properties, or  any Seller's  stockholders, officers,
          directors, employees,  or  trustees  (in  connection  with  their
          capacities as such), nor  is any of them in default  with respect
          to any such order, writ, injunction, award or decree. 

                         (b)    The Selling  Parties  do  not believe  that
          product  warranty  claims  and  products  sold  and/or   services
          provided for  a period  of two  years prior  to the Closing  will
          exceed those historically experienced by Company and reflected on
          the Financial Statements.

                    4.8  Compliance;  Properties; Permits.   (a)  Except as
          set forth in Schedule 4.8(a)  of the Disclosure Schedule, Sellers
          have complied, and all of the  Properties and the Business are in
          compliance,  in  all material  respects,  with  all laws,  rules,
          regulations, ordinances, orders, judgments and decrees applicable
          to any of Sellers,  any of its  employees, any of the  Properties
          and/or any aspect of  the Business, including without limitation,
          any   laws,  rules,   regulations,  ordinances,   codes,  orders,
          judgments  or  decrees as  to  zoning,  building requirements  or
          standards, hiring, wages,  hours, import, export,  environmental,
          health  and/or safety matters.   Except as set  forth in Schedule
          4.8(a) of the Disclosure Schedule, neither the  ownership nor use
          of any of  the properties and  assets of any  of Sellers nor  the
          conduct of  the Business, in any material respect, conflicts with
          the  rights  of any  person  or entity  or violates,  or  with or
          without the  giving of notice  or the passage  of time,  or both,
          will  violate, conflict  with or  result in  a default,  right to
          accelerate  or loss of rights  under, any terms  or provisions of
          its charter or by-laws,  or any material law, ordinance,  rule or
          regulation, or any  material order, judgement or  decree to which
          any of Sellers is a  party or by which it or any of the Purchased
          Assets may be bound or affected. 

                         (b)   To the best  of Sellers' knowledge,  each of
          Sellers has all material approvals, certificates, authorizations,
          consents, licenses, franchises, orders and permits ("Licenses and
          Approvals") necessary or useful to the conduct of the Business as
          presently conducted,  which Licenses and Approvals are identified
          on Schedule  4.8(b) of the Disclosure  Schedule.  To  the best of
          the Selling Parties' knowledge, all applications for all Licenses
          and Approvals were true and correct  when made and continue to be
          true and correct  as they pertain to the Business  and use of the
          Properties. 

                         (c)  To the best of  the Sellers' knowledge,  none
          of the Properties  nor any of the Purchased Assets  is subject to
          any governmental decree or order to be sold or is being condemned
          or  otherwise taken  by any  public authority,  nor has  any such
          sale, condemnation or taking been proposed.

                    4.9  Schedules.     Schedule  4.9  of   the  Disclosure
          Schedule  contains  a  true,   complete  and  accurate  list  and
          description of the following:

                         (a)   all  real  property, and  all buildings  and
          improvements thereon owned, leased or used by any of Sellers (the
          "Properties"),  together  with each  lease,  sublease or  license
          under  which any of Sellers holds any leasehold or other interest
          or  right to the use thereof or  pursuant to which any of Sellers
          has  assigned, sublet  or granted any  rights therein  (the "Real
          Property  Leases"),  together  with  a schedule  of  the  current
          amounts  of  all   real  estate  and  other   tax  and  insurance
          obligations of any  of Sellers  under each of  the Real  Property
          Leases,  which  amounts  may  be  subject  to  correction by  the
          landlord as permitted by such leases;

                         (b)    all  material items  of  machinery,  tools,
          equipment, vehicles,  rolling stock and  other tangible  personal
          property  owned, leased  or used  by any  of Sellers,  except for
          totes and  except for items  having a value  of less  than $5,000
          which do not, in the  aggregate, have a total value of  more than
          $25,000 (the "Personal Property Leases");

                         (c)  all trademarks, trademark  registrations, and
          applications therefor, service marks, service names, trade names,
          patents  and   patent  applications,  copyrights   and  copyright
          registrations, and  applications  therefor, wholly  or  partially
          owned,  held  or  used by  any  of  Sellers;  and all  contracts,
          agreements,   commitments  or   licenses  relating   to  patents,
          trademarks,   trade   names,  copyrights,   software,  processes,
          inventions, know-how, or trade secrets to which any of Sellers is
          a party or by which it is bound;

                         (d)    all   agency,  representative,  supply   or
          distributorship  agreements  or  franchises  and  all  agreements
          providing for the services of an independent  contractor to which
          any of Sellers is a party or by which it is bound;

                         (e)   all  guarantees, loan  agreements, mortgages
          and pledges, all conditional  sale or title retention agreements,
          security  agreements,  equipment  obligations,  leases  or  lease
          purchase agreements  as to  items of personal  property, in  each
          case to which any of Sellers is a party  or by which it or any of
          the Purchased Assets is bound;

                         (f)   all  contracts, agreements  and commitments,
          whether  or not fully performed, in respect of the issuance, sale
          or  transfer of the capital  stock, bonds or  other securities of
          any of Sellers or pursuant to which any of Sellers or Stockholder
          has acquired  or  disposed  of  any substantial  portion  of  the
          business or assets of any Seller within the last three years;

                         (g)    all  contracts,   agreements,  commitments,
          purchase  orders, leases,  licenses  or  other understandings  or
          arrangements to which any of Sellers is a party or by which it or
          any of the property  thereof is bound or affected,  but excluding
          (A)  purchase and sale orders and commitments for the purchase or
          sale of normal and  customary supplies and inventory made  in the
          ordinary  course  of  business (consistent  with  past  practice)
          involving payments or  receipts by  any of Sellers  of less  than
          $20,000 in any  single case or series  of related orders  but not
          more that  $100,000 in the  aggregate, and (B)  contracts entered
          into in the ordinary  course of business which are  terminable by
          Sellers  on  less than  30 days'  notice  without any  penalty or
          consideration  and  involving  payments or  receipts  during  the
          entire life  of such  contracts by  any of Sellers  of less  than
          $5,000  in the  case of  any single  contract but  not  more than
          $50,000 in the aggregate;

                         (h)   all  collective bargaining  agreements,  all
          employment   and   consulting  agreements,   and   all  executive
          compensation, bonus, deferred compensation,  severance, vacation,
          sick pay, personal day, education, pension, retirement,  welfare,
          stock  option or  stock purchase, and  group or  individual life,
          health, hospitalization, dental and accident insurance, and other
          employee  benefit  plans,  agreements, arrangements,  commitments
          and/or practices, to which any of Sellers is a party  or bound or
          which cover or relate to any of the employees of any of Sellers;

                         (i)  the names and current annual salary rates  of
          all persons (including independent commission agents) employed or
          engaged by any of  Sellers, and showing separately for  each such
          person  the amounts paid or payable as salary, bonus payments and
          any indirect compensation for  the year ended December 31,  1994;
          and a separate  listing of  all employees  of any  of Sellers  on
          disability or other leave and of the basis for such leave;

                         (j)  all  fire,  theft,  casualty,  liability  and
          other insurance policies insuring any of Sellers, specifying with
          respect to  each such policy the  name of the insurer  and of the
          insured,  the risk insured  against, the limits  of coverage, the
          deductible amount (if any), the premium rate and the date through
          which coverage will continue by virtue of premiums already paid.

                    True and complete copies  of all contracts, agreements,
          plans, arrangements,  commitments and  documents  required to  be
          listed pursuant to this Section 4.9 (to the extent  in writing or
          if not in  writing, an accurate  summary thereof), together  with
          any and all amendments thereto, have been delivered to Buyer.

                    Except as  set forth on Schedule 4.9  of the Disclosure
          Schedule,  all  of  the  contracts,  agreements  and  commitments
          required  to be listed pursuant  to this Section  4.9 (other than
          those  which  have been  fully  performed) are  legal,  valid and
          binding, against  Sellers,  in  full  force and  effect,  do  not
          require  the consent or approval  of any party  to the assignment
          thereof and will be  unaffected by the sale or other  transfer of
          the Purchased Assets to Buyer, and Buyer will be  entitled to the
          full  benefits thereof.  To the best of Sellers' knowledge, there
          is not under any contract, agreement or commitment required to be
          listed  pursuant  to  this  Section 4.9,  any  existing  material
          default or event  which, after notice or lapse of  time, or both,
          would  constitute  a material  default or  result  in a  right to
          accelerate or loss of rights thereunder.

                    4.10   Absence  of Changes  or Events.   Except  as set
          forth on Schedule 4.10 of the Disclosure Schedule, since December
          31, 1994, (the "Balance Sheet Date") Sellers have conducted their
          business  only in the ordinary  course in a  manner consistent in
          all material respects  with past practices  of Company.   Without
          limiting the foregoing, since such date, no Seller has, except as
          set forth on said Schedule 4.10:

                                 (i)  incurred any obligation or liability,
          absolute,  accrued, contingent  or otherwise,  whether due  or to
          become  due, except  current  liabilities for  trade or  business
          obligations  incurred  in the  ordinary  course  of business  and
          consistent with its prior practice, none of which liabilities, in
          any case or  in the aggregate,  materially and adversely  affects
          the condition  (financial or otherwise), prospects  or results of
          operations of any  of Sellers  or the Business  or the  Purchased
          Assets taken as a whole;

                                (ii)   mortgaged,  pledged or  subjected to
          any Lien any  of its  property, business or  assets, tangible  or
          intangible; 

                                (iii)   sold, transferred, leased to others
          or otherwise disposed of any of its assets, except for inventory,
          or  obsolete and  unused fixed  assets not  exceeding $50,000  in
          value in the aggregate,  sold in the ordinary course  of business
          on customary terms and conditions, or canceled or compromised any
          material  debt or  claim,  or waived  or  released any  right  of
          substantial value;

                                (iv)  received  any  notice  of  actual  or
          threatened termination of any  contract, lease or other agreement
          or   other  business   relationship  or   suffered  any   damage,
          destruction or loss (whether or  not covered by insurance) which,
          in  any  case or  in  the  aggregate, has  had  or  could have  a
          materially  adverse  effect   on  the  condition   (financial  or
          otherwise),  prospects or results of operations of any of Sellers
          or  of or  on the  Business or  the Purchased  Assets taken  as a
          whole;

                                (v)  encountered any labor union organizing
          activity, had  any actual  or threatened employee  strikes, work-
          stoppages,  slow downs or lockouts, or had any material change in
          its relations with its  employees, agents, customers or suppliers
          or  any  governmental  regulatory  authority  or  self-regulatory
          authorities;

                               (vi)   made any change  in excess of  5% per
          annum  in the rate  of compensation,  commission, bonus  or other
          direct  or indirect  remuneration payable, or  paid or  agreed or
          orally promised  to pay,  conditionally or otherwise,  any bonus,
          extra compensation, pension or severance  or vacation pay, to any
          shareholder, director, officer,  employee, salesman,  distributor
          or agent of any Seller; 

                               (vii)  made  any  capital   expenditures  or
          capital  additions or  betterment in  excess of  an aggregate  of
          $150,000; 
                              (viii)    transferred  or granted  any rights
          under,  or entered  into any  settlement regarding the  breach or
          infringement of, any license, patent, copyright, trademark, trade
          name, service mark  or other proprietary  right, or modified  any
          then existing rights with respect thereto;

                              (ix) instituted, settled or agreed  to settle
          any  litigation,  action  or   proceeding  before  any  court  or
          governmental body  relating  to any  Seller  or any  of  Sellers'
          respective assets, properties or rights;

                               (x)  suffered any damage, destruction, loss,
          change,  event  or  condition  which,  in  any  case  or  in  the
          aggregate,  has had or may have a  material adverse effect on the
          condition  (financial  or  otherwise), prospects  or  results  of
          operations  of any  of Sellers or  of or  on the  Business or the
          Purchased Assets taken as a whole, including, without limitation,
          any change in  revenues, costs,  levels or types  of warranty  or
          defective product claims, or relations with employees, landlords,
          agents, customers or suppliers;

                              (xi)   entered into any transaction, contract
          or commitment other than  in the ordinary course of  business, or
          paid  or  agreed to  pay any  brokerage,  finder's fee,  or other
          compensation in  connection with,  or incurred any  severance pay
          obligations  by reason  of,  this Agreement  or the  transactions
          contemplated hereby;

                              (xii)  received any  notice from any customer
          or  supplier  that it,  nor has  knowledge  that any  customer or
          supplier, intends to  cease doing business  with any of  Sellers,
          which, in any  case, has  had or  could have  a material  adverse
          effect on  the condition  (financial or otherwise),  prospects or
          results of operations of any of Sellers or of or  on the Business
          or the Purchased Assets taken as a whole;

                               (xiii)   failed to replenish its inventories
          and  supplies in  a normal  and customary manner  consistent with
          Company's prior  practice in  any material  respect, or  made any
          purchase commitment in excess  of the normal, ordinary  and usual
          requirements of its business  or made any material change  in its
          selling, pricing, advertising or personnel practices inconsistent
          with Company's prior practice; or

                              (xiv)     changed in any material respect its
          maintenance or  repair policies  with  respect to  its assets  or
          permitted any material deterioration in the condition thereof;

                              (xv)  entered into  any agreement or made any
          commitment to  take any of the types  of actions described in any
          of subsections (i) through (xiv) above.

                    4.11   Rights  and Licenses.   Except  as indicated  in
          Schedule 4.11 of the Disclosure Schedule, Sellers  own or possess
          the perpetual and royalty  free licenses and other rights  to use
          all copyrights,  trademarks, service marks, service  names, trade
          names, trade secrets and  other proprietary rights currently used
          in connection with or necessary to the conduct of the Business as
          presently operated, uncontested and free and  clear of all Liens.
          To  the best of Sellers' knowledge, none of Sellers is infringing
          upon or otherwise acting adversely to any copyrights, trademarks,
          trademark rights,  service  marks, service  names,  trade  names,
          licenses or  trade secrets or  other proprietary rights  owned by
          any other person or persons.

                    4.12   Absence of Certain  Business Practices.   To the
          best  knowledge of  Sellers,  none of  Sellers  nor any  officer,
          trustee,  employee  or agent  of any  of  Sellers, nor  any other
          person acting on its behalf, has, directly or  indirectly, within
          the past five years given  or agreed to give any gift  or similar
          benefit to any customer, supplier, governmental employee or other
          person who  is or  may be  in a  position to  help or  hinder the
          Business  (or assist any of Sellers in connection with any actual
          or proposed  transaction) which (a) might subject  any of Sellers
          to any damage or  penalty in any civil, criminal  or governmental
          litigation or proceeding,  (b) if  not given in  the past,  might
          have  had a material adverse effect on  any of the Sellers, or on
          the Business or the Purchased Assets taken as a whole, (c) if not
          continued in  the future,  might materially and  adversely affect
          any of Sellers, or  the Business or the Purchased Assets taken as
          a whole, or which might subject any of Sellers to suit or penalty
          in any private or governmental litigation or proceeding or (d) is
          or  was known to be in violation  of any policy or requirement of
          the customer, supplier or governmental authority involved.

                    4.13  Environmental Matters.

                         (a)  Except as  set forth in Schedule 4.13  of the
          Disclosure  Schedule,  no  Hazardous  Substance  (as  hereinafter
          defined) is  present or at any  time has been  stored (except for
          sealed  manufacturers containers  held for  resale and  stored in
          compliance with applicable laws, rules and regulations), treated,
          recycled, released,  disposed of or discharged on, about, from or
          affecting any of the Properties in any material amounts, and none
          of  Sellers has  any material  liability which  is based  upon or
          related to the environmental conditions under or about any of the
          Properties, and  there  is  no  reasonable  basis  for  any  such
          liability arising.

                         (b)  Except as  set forth in Schedule 4.13  of the
          Disclosure Schedule, none of Sellers nor, to the knowledge of the
          Selling Parties, any prior  or current owner, tenant or  occupant
          of  any part of the Properties, has received (i) any notification
          or advice from or given or been required to have given any report
          or  notice to any governmental  agency or authority  or any other
          person, firm or entity  whatsoever involving the use, management,
          handling,  transport,  treatment,  generation,   storage,  spill,
          escape, seepage, leakage, spillage, emission, release, discharge,
          remediation  or clean-up of  any Hazardous Substance  on or about
          any of the Properties or caused by any Seller or any affiliate (a
          "Hazardous Discharge") or (ii)  any complaint, order, citation or
          notice with regard to an air emission, water or ground discharge,
          noise emission, solid  or liquid  or gas storage  or disposal,  a
          Hazardous Substance  or any other environmental  health or safety
          matter affecting  any  of  the  Properties, or  any  property  or
          location  at  any time  occupied  or used  by  any Seller  or the
          business  or  operations  conducted  thereat  (an  "Environmental
          Complaint"),  under  the   federal  Comprehensive   Environmental
          Response, Compensation and Liability  Act ("CERCLA") or under any
          other federal, state or local law, ordinance, rule or regulation.

                         (c)  Except as  set forth in Schedule  4.13 of the
          Disclosure  Schedule, to  the knowledge  of the  Selling Parties,
          there  are no fuel or gasoline storage  tanks presently in use or
          at any time abandoned in, on or under any of the Properties.

                         (d)  Except as  set forth in Schedule 4.13  of the
          Disclosure  Schedule, to  the knowledge  of the  Selling Parties,
          none  of  the  Properties  contains  any  asbestos  or  asbestos-
          containing materials.

                         (e)    Sellers have  made  available  to Buyer  at
          Sellers'  business  locations true  and  complete  copies of  all
          safety  data sheets  ("MSDS") under  the Occupational  Safety and
          Health  Act   and/or  the   rules   and  regulations   thereunder
          (collectively  "OSHA")  for   all  Hazardous  Substances  stored,
          processed or otherwise used in any material amount  at any of the
          Properties in respect of which an MSDS has been submitted  to any
          governmental  agency or  authority; a  true and complete  list of
          other Hazardous  Substances  stored, manufactured,  processed  or
          otherwise used at the  Properties, specifying the amount thereof,
          the chemical  abstract service number, and  the related threshold
          quantity;  true and  complete copies  of  all materials  (if any)
          filed  with  or submitted  under  the  OSHA Hazard  Communication
          Standard  and all materials (if  any) filed with  or submitted to
          the Department of Health,  the Environmental Protection Agency or
          any  other federal,  state  or  local  agency or  authority;  and
          Sellers have furnished to  Buyer true and complete copies  of all
          insurance company and  other investigations and  reports relating
          to any of the  matters or conditions referred to  in this Section
          4.13.

                         (f)   The  term "Hazardous  Substance" as  used in
          this Agreement  shall include, without  limitation, gasoline, oil
          and  other petroleum products,  explosives, radioactive materials
          and  related and  similar materials, and  any other  substance or
          material defined  as a hazardous, toxic or polluting substance or
          material by any federal,  state or local law, ordinance,  rule or
          regulation, including asbestos and asbestos-containing materials.

                         (g)  The  Selling Parties have  delivered to Buyer
          true  and complete  copies of  all engineering  and environmental
          reports  and  studies, and  all  other  reports, evaluations  and
          assessments, relating to any of the Properties  and/or any matter
          referred to in this Section 4.13.
                                           

                    4.14  Employee Benefits.

                         (a)    All  pension,  retirement,  profit-sharing,
          deferred  compensation, bonus  and incentive plans,  all medical,
          vision,  dental  and  other  health  insurance  plans,  all  life
          insurance  plans and all other employee benefit plans required to
          be  listed in Schedule 4.9  of the Disclosure Schedule ("Employee
          Benefit  Plans") conform  in all  material respects  to, and  the
          administration thereof is in  compliance in all material respects
          with,  all  applicable  laws  and regulations,  and  neither  the
          operation or administration of any Employee Benefit Plan, nor the
          sale of the Purchased Assets under this Agreement, will result in
          Buyer incurring or suffering any liability,  or have any material
          adverse  effect  on  the  condition  (financial   or  otherwise),
          prospects  or  results of  operations of  any  of Sellers,  or of
          Buyer, or of or on the Business or the Purchased  Assets taken as
          a  whole.   Except as listed  in Schedule  4.9 of  the Disclosure
          Schedule,  none of Sellers participates, maintains or contributes
          to nor has any liability or  obligation under or with respect  to
          any single or multi-employer Employee Benefit Plan governed by or
          subject to the  Employee Retirement Income Security  Act of 1974,
          as  amended ("ERISA") (whether by reason  of being a member of an
          affiliated  group of  companies,  one of  which maintains  such a
          plan, or otherwise) (a "Covered Plans"), nor has it participated,
          maintained, contributed or  incurred any liability  or obligation
          with respect to any such Covered  Plan.  Each funded Covered Plan
          is  a qualified plan under Section 401(a) of the Internal Revenue
          Code  of 1986,  as  amended (the  "Code"),  and complies  in  all
          material  aspects  with  all applicable  requirements  of  ERISA.
          There  are no unfunded accrued benefits under any of the Employee
          Benefit Plans and, except as set forth in Schedule 4.14(a) of the
          Disclosure Schedule, no  amounts are  or will be  required to  be
          contributed  by any of Sellers in  respect of any plan year under
          any  such Employee Benefit Plan.   With respect  to each Employee
          Benefit Plan, complete  copies, if  any, of the  last filed  Form
          5500, and all schedules attached thereto, have  been furnished to
          Buyer,  and all reports required  under ERISA or  under any other
          applicable law or regulation to  be filed by any of Sellers  with
          the relevant governmental authority have been duly filed, and all
          such  reports  were true  and correct  in all  material respects.
          None   of   Sellers,   nor  any   other   "party-in-interest"  or
          "disqualified person", has engaged in a "prohibited transaction,"
          as  such terms  are defined in  IRC Section  4975 and  Title I of
          ERISA, in  connection with  any Employee Benefit  Plan maintained
          by, or to which contributions are made by, any Seller which would
          subject  a party-in-interest or disqualified person (after giving
          effect to  any exemption) to  the tax on  prohibited transactions
          imposed by section 4975 of  the Code or any other liability.   No
          Covered Plan has been terminated (except  that it is contemplated
          that  Company's  profit  sharing   plan  will  be  terminated  in
          connection with the transactions contemplated by this Agreement).
          There has not been  any "reportable event" (as defined  under any
          applicable provision  of the Code or  ERISA) ("Reportable Event")
          with  respect to any Employee  Benefit Plan or  any trust related
          thereto.  
                    
                         (b)  Except as  disclosed in Schedule 4.14  (b) of
          the  Disclosure Schedule,  Stockholder  is not  aware of  serious
          medical problems or  conditions suffered by any  of its employees
          and other persons covered by its medical insurance plans.

                    4.15   Absence of  Undisclosed Liabilities; Guarantees.
          (a)  Except as and to the extent reflected or reserved against on
          the  Balance Sheet (including the notes thereto), or set forth on
          Schedule 4.15 of the Disclosure Schedule, as of the Balance Sheet
          Date, none  of Sellers  has  any material  debts, liabilities  or
          obligations (whether absolute,  accrued, contingent or otherwise)
          relating to or arising out  of any act, transaction, circumstance
          or state  of facts  which occurred  or existed on  or before  the
          Balance Sheet Date,  whether or  not then known,  due or  payable
          (other than  contract obligations  disclosed pursuant  to Section
          4.9  hereof  or not  required to  be  disclosed pursuant  to said
          Section 4.9,  which in each  case conform to  the representations
          and warranties with respect thereto in this Agreement).

                         (b)  Except  as  and  to the  extent  reflected or
          reserved  against  on  the  Balance Sheet  (including  the  notes
          thereto),  or  set forth  on Schedule  4.15(b) of  the Disclosure
          Schedule,  and  except for  trade  accounts  payable and  current
          liabilities for accrued trade or business expenses incurred after
          the  Balance  Sheet Date  in the  normal  and ordinary  course of
          business and consistent with prior  practice, none of Sellers has
          any material debts, liabilities or obligations (whether absolute,
          accrued, contingent  or otherwise) relating to or  arising out of
          any  act,  transaction,  circumstance  or state  of  facts  which
          heretofore occurred or existed, whether or not then known, due or
          payable (other  than contract  obligations disclosed  pursuant to
          Section 4.9 hereof, or  not required to be disclosed  pursuant to
          said   Section  4.9,   which  in   each   case  conform   to  the
          representations  and warranties  with  respect  thereto  in  this
          Agreement).

                         (c)  Except  as indicated  in Schedule  4.15(c) of
          the Disclosure  Schedule, none of the  obligations or liabilities
          of any Seller  is guaranteed by  any other person or  entity, nor
          has  any  of  Sellers  guaranteed  any   of  the  obligations  or
          liabilities of any other person or entity.

                    4.16  Taxes.  All taxes, fees, assessments and charges,
          including  without  limitation,  income,  property,  sales,  use,
          franchise, added value, employees'  income withholding and social
          security  taxes, imposed by the  United States or  by any foreign
          country   or   by  any   state,   municipality,   subdivision  or
          instrumentality of the  United States or of  any foreign country,
          or by any other taxing authority, which are due or payable by any
          of Sellers, or for which any of Sellers may be  liable (including
          any for which any of Sellers may be liable by reason of its being
          a member of  an affiliated, consolidated  or combined group  with
          any other company  at any time on or prior  to the Closing Date),
          and all interest and  penalties thereon (collectively, "Taxes" or
          "Tax"), whether disputed or not, have been paid in  full, all Tax
          returns required to  be filed in  connection therewith have  been
          accurately prepared  in all material  respects and filed  and all
          deposits  required  by law  to be  made  by any  of  Sellers with
          respect to employees' and other withholding  taxes have been duly
          made.  No  pending notice of  audit of any  Tax return of any  of
          Sellers has been received,  no questions have been raised  by any
          governmental authority in any pending audit, proceeding or review
          of any Tax  return of  any of Sellers,  and there  is not now  in
          force any extension of time with respect to the date on which any
          Tax return  was or is  due to  be filed  with respect  to any  of
          Sellers, or  any waiver or  agreement by it for  the extension of
          time for  the assessment of  any Tax.   To the  best of  Sellers'
          knowledge,  no  deficiency for  any Tax  or claim  for additional
          Taxes  has been  proposed,  asserted or  assessed against  any of
          Sellers.

                    4.17   Inventory.  Except as set forth on Schedule 4.17
          of  the Disclosure Schedule,  all items of  inventory and related
          supplies now  owned or  hereafter acquired (and  not subsequently
          disposed of in the ordinary course of business) by any Seller and
          to  be included  in  the Purchased  Assets  are in  all  material
          respects  merchantable,  for  sale  in  the  ordinary  course  of
          business  as  first  quality  goods  at  normal  mark-ups.    The
          Purchased  Assets will  not include  in  any material  respect an
          excessive  quantity of any type of such inventory and supplies in
          relation to  the normal  requirements of the  Business consistent
          with  past practice.  Sellers'  inventory does not  and shall not
          include  special order items and shop work, whether in process or
          completed, in  excess of  $150,000 in  the  aggregate.   Sellers'
          practices  and  experience with  regard  to  returned items  from
          customers  and items returned by  any of Sellers  to the original
          supplier thereof are and have been in  conformity with and not in
          excess, to  any material degree, of  normal, industry-wide return
          practices in the ordinary course of business.
            
                    4.18  Receivables.  Sellers  have delivered to Buyer  a
          true  and complete listing, as of a  date no earlier than May 31,
          1995,  of  all  of  Sellers'  receivables,  together  with  aging
          information  as to  each such  listed receivable  which has  been
          outstanding  for more  than  30 days.    Except as  set  forth on
          Schedule 4.18 of the Disclosure Schedule, and except for a normal
          and  customary reserve  for  doubtful accounts  consistent (as  a
          percentage of  outstanding receivables)  with past  practice, all
          receivables of Company which are  reflected in the Balance Sheet,
          and all receivables  of Sellers  which have arisen  or will  have
          arisen  since the date thereof,  have and shall  have arisen only
          from bona fide transactions  with unrelated third parties in  the
          ordinary  course of  business  and are  believed  by the  Selling
          Parties  to be collectible in accordance with their terms and not
          subject to any set off, defense, reduction or counterclaim.

                    4.19   Records.   The books  of account, minute  books,
          stock certificate  books and  stock transfer  ledgers of  each of
          Sellers  are complete and  correct in all  material respects, and
          there  have been no transactions involving the business of any of
          Sellers  which properly  should have been  set forth  therein and
          which have not been accurately so set forth.

                    4.20 Investment. (a)    Trust  will  receive  the  RAPI
          Shares  pursuant to this Agreement with the intent of holding the
          same  for investment  and with  no  intention of  distributing or
          reselling  the same  or any  part thereof,  or  interest therein,
          understand that the issuance of the RAPI Shares.  The sale of the
          RAPI Shares pursuant to  this Agreement is intended to  be exempt
          from registration under  the Securities Act  of 1933, as  amended
          (the  "Securities   Act"),  pursuant  to  Section   4(2)  of  the
          Securities  Act,  and   pursuant  to   various  exemptions   from
          registration or  qualification under  the securities or  blue sky
          laws of various states.

                         (b)  The Selling Parties acknowledge that RAPI has
          made available to them all  documents and information relating to
          RAPI and an investment  in shares of RAPI Common  Stock requested
          by  or on  behalf of  the  Selling Parties.    In evaluating  the
          suitability  of an investment in shares of RAPI Common Stock, the
          Selling Parties have not relied  upon any representation or other
          information (whether oral  or written)  made by or  on behalf  of
          RAPI, other than the representations and warranties expressly set
          forth  in this  Agreement.   Each of  the  Selling Parties  is an
          "accredited  investor"  within   the  meaning  of   Regulation  D
          promulgated under the Securities Act,  and has such knowledge and
          experience  in financial and business matters as to be capable of
          evaluating the merits and  risks of the transactions contemplated
          by this Agreement and investment in shares of RAPI Common Stock.

                    4.21  Disclosure.  No representation or warranty by any
          of the  Selling  Parties  contained  in this  Agreement  nor  any
          written  statement or certificate furnished or to be furnished by
          or on  behalf of  any  of the  Selling Parties  to  Buyer or  its
          representatives pursuant to or  in connection with this Agreement
          contains or will contain any untrue statement of a material fact,
          or omits or will omit to state any material fact required to make
          the   statements  herein   or   therein   contained,  under   the
          circumstances under  which made,  not misleading or  necessary in
          order to provide a prospective purchaser  of the Purchased Assets
          and the Business with adequate information as to each of Sellers,
          the Business, the  Properties and the Purchased Assets,  it being
          understood that Sellers have made certain disclosures in Schedule
          4.21  of  the  Disclosure  Schedule.    The  representations  and
          warranties contained in this  Agreement or any document delivered
          in connection with this Agreement shall not be affected or deemed
          waived by reason of the fact that RAPI or Buyer and/or any of its
          representatives  knew   or  should  have  known   that  any  such
          representation  or  warranty is  or  might be  inaccurate  in any
          respect.


                                      ARTICLE 5

                   Representations and Warranties of Buyer and RAPI
          
                    Buyer  and RAPI  jointly  and  severally represent  and
          warrant that:

                    5.1  Organization and Standing.  Each of Buyer and RAPI
          is a corporation duly incorporated, validly existing and  in good
          standing  under the  laws of the  State of  Delaware and  has all
          requisite  corporate  power  and  authority to  enter  into  this
          Agreement and to carry out the transactions contemplated hereby.

                    5.2  Authority of  Buyer.  The execution,  delivery and
          performance of this Agreement  and the agreements and instruments
          of  Buyer and RAPI executed and delivered by them pursuant hereto
          (the "Buyer Documents") and  the consummation of the transactions
          contemplated  hereby  shall  have  been duly  authorized  by  all
          necessary corporate  action on the part  of Buyer and RAPI  at or
          prior to the Closing; this Agreement has been  duly executed by a
          duly authorized  officer of  Buyer and  RAPI; and  this Agreement
          constitutes, and the Buyer Documents, when executed and delivered
          by the parties  thereto, shall constitute,  the legal, valid  and
          binding obligations  of such of Buyer  and RAPI which is  a party
          thereto.

                    5.3  Compliance; Consents; Approvals.  

                         Assuming the accuracy  of the representations  set
          forth  in Section 4.4 hereof, and except as indicated in Schedule
          5.3 of the Disclosure Schedule:

                         (a)  The  execution,  delivery and  performance by
          Buyer and RAPI of this Agreement and the Buyer Documents, and the
          consummation of the transactions contemplated hereby and thereby,
          by Buyer and  RAPI, will  not (i)  conflict with  or violate  any
          provision of the certificate of incorporation or by-laws of Buyer
          or RAPI, (ii) with or without the giving of notice or the passage
          of time, or  both, result in a  breach of, or  violate, or be  in
          conflict with,  or  constitute a  default  under, or  permit  the
          termination  of,  or  cause  or permit  acceleration  under,  any
          material agreement,  instrument, debt  or obligation  (other than
          the Assigned Leases and the Contracts) to which Buyer or  RAPI is
          a party or by which it is bound, (iii) require the consent of any
          party to  any material agreement  or commitment  (other than  the
          Assigned Leases  and the Contracts) to  which Buyer or RAPI  is a
          party  any  of them  is  subject or  bound, or  (iv)  violate any
          material law, rule  or regulation or any  order, judgment, decree
          or award of any court, governmental authority or arbitrator to or
          by which Buyer or RAPI is subject or bound.

                         (b)  Except for  compliance with the H-S-R Act and
          any  applicable requirements  of the  Securities Exchange  Act of
          1934,  as  amended  (the  "Exchange  Act"),  and  the  rules  and
          regulations  promulgated  thereunder,  and  compliance  with  any
          applicable  State's  securities or  blue  sky  laws, no  consent,
          approval   or  authorization   of,  or  declaration,   filing  or
          registration with, any  governmental or  regulatory authority  or
          any other third party (other than parties to any  of the Assigned
          Leases or the Contracts)  is required to  be obtained or made  by
          RAPI or  Buyer in  connection with  the  execution, delivery  and
          performance  by RAPI  or Buyer  of this  Agreement and  the Buyer
          Documents, or the  consummation of the  transactions contemplated
          hereby and thereby.

                    5.4  Financial  Statements.  Except  as   indicated  in
          Schedule  5.4  of  the  Disclosure Schedule:    (i)  the  audited
          consolidated financial statements of RAPI and its subsidiaries as
          at and for the fiscal year ended December 31, 1994  and the notes
          thereto, which appeared in the Annual Report on Form lO-K of RAPI
          for the fiscal  year ended  December 31, 1994,  were prepared  in
          accordance   with   generally   accepted  accounting   principles
          consistently  applied  and   maintained  throughout  the  periods
          covered thereby and fairly present, in all material respects, the
          consolidated financial  position of RAPI and  its subsidiaries as
          at  the  dates thereof  and  the  consolidated results  of  their
          operations  for the periods  then ended;  and (ii)  the unaudited
          consolidated financial statements of RAPI and its subsidiaries as
          at and for  the three-month  period ended March  31, 1995,  which
          appeared in the  Quarterly Report on  Form lO-Q  of RAPI for  the
          quarter ended March  31, 1995, were  prepared in accordance  with
          generally   accepted  accounting   principles  (except   for  the
          exclusion  of notes  to said  financial statements)  consistently
          applied and maintained throughout the periods covered thereby and
          fairly  present,  in  all  material  respects,  the  consolidated
          financial position of RAPI  and its subsidiaries as at  the dates
          thereof and the consolidated results of their operations for  the
          period then ended, subject to year-end audit adjustments which in
          the opinion of  management thereof will consist  solely of normal
          recurring adjustments. 

                    5.5  Validity  of RAPI Shares;  Authorized RAPI Shares.
          The  shares of RAPI  Common Stock to  be issued pursuant  to this
          Agreement shall, at the Closing, have been duly authorized by all
          necessary corporate action of RAPI and, when issued and delivered
          to Trust as provided  by this Agreement, will be  validly issued,
          fully paid and nonassessable. 

                    5.6  Changes. Except  as set  forth in Schedule  5.6 of
          the  Disclosure  Schedule, there  has  been  no material  adverse
          change  in the consolidated  condition (financial  or otherwise),
          prospects, or consolidated  results of operations of RAPI and its
          subsidiaries taken as a whole since March 31, 1995.

                    5.7  Litigation.  Except  as indicated in  Schedule 5.7
          of the  Disclosure Schedule, there is no action, suit, proceeding
          or  arbitration  pending,  or  the knowledge  of  RAPI  or  Buyer
          threatened, against RAPI or  Buyer, nor is RAPI or  Buyer subject
          to any order,  writ, injunction,  award or decree  of any  court,
          arbitrator or  governmental agency or  instrumentality, which  is
          reasonably  expected to  have a  material adverse  effect  on the
          condition (financial  or  otherwise),  prospects  or  results  of
          operations of or on RAPI and its subsidiaries taken as a whole.

                    5.8  Undisclosed  Liabilities.   Except as  and to  the
          extent reflected or reserved  against on the consolidated balance
          sheet of  RAPI and  its subsidiaries  as at  March 31, 1995  (the
          "RAPI Balance Sheet  Date") (including the  notes thereto) or  in
          the  notes  to the  consolidated balance  sheet  of RAPI  and its
          subsidiaries as at December 31, 1994, or as indicated in Schedule
          5.8  of the Disclosure Schedule, RAPI and its subsidiaries had no
          debts, liabilities  or obligations as  of the RAPI  Balance Sheet
          Date of the type required, in accordance  with generally accepted
          accounting principles, to be set forth on a consolidated  balance
          sheet thereof as at the RAPI Balance Sheet Date which were not so
          set  forth and which are  reasonably expected to  have a material
          adverse  effect   on  the  condition  (financial  or  otherwise),
          prospects  or results  of  operations  of  or  on  RAPI  and  its
          subsidiaries taken as a whole.

                    5.9  SEC Filings. Since January 1, 1995, RAPI has filed
          with  the  Securities and  Exchange  Commission  (the "SEC")  all
          reports and proxy statements  required to be filed by  RAPI under
          the  Exchange  Act  and  the rules  and  regulations  promulgated
          thereunder (other  than reports or  proxy statements as  to which
          the  required  filing  date has  not  yet  passed),  and, to  the
          knowledge  of RAPI's  senior management,  such reports  and proxy
          statements  as of the respective dates thereof did not contain an
          untrue  statement of  material facts  or omit  to  state material
          facts  required to  be stated  therein or  necessary to  make the
          statements  therein not misleading  in a material  respect at the
          time when and in light of the circumstances under which they were
          made.



                                      ARTICLE 6

                                  Further Agreements

                    6.1  Securities  Act Compliance. The RAPI Shares issued
          pursuant to  this Agreement shall not be transferable except upon
          the conditions specified in this  Article 6, which conditions are
          intended  to  ensure  compliance   with  the  provisions  of  the
          Securities  Act in  respect  of the  transfer  of any  such  RAPI
          Shares.  The  Selling Parties will cause any  proposed transferee
          of  the  RAPI Shares,  other  than  a  transferee  who  purchases
          pursuant to  an effective registration  statement satisfying  the
          requirements  of the  Securities Act  or in  an open  market sale
          pursuant to Rule 144 under  the Securities Act, to agree  to take
          and hold such RAPI  Shares subject to the provisions and upon the
          conditions specified in this Article 6.

                    6.2  Legends.  Each  certificate  for  shares  of  RAPI
          Common Stock  delivered  pursuant  to  this  Agreement  or  to  a
          subsequent transferee  shall (unless  otherwise permitted  by the
          provisions of this  Article 6) include a  legend in substantially
          the following form:

               THE  SHARES REPRESENTED  BY THIS  CERTIFICATE HAVE  NOT BEEN
               REGISTERED UNDER THE SECURITIES  ACT OF 1933 AND MAY  NOT BE
               SOLD, TRANSFERRED,  PLEDGED OR OTHERWISE DISPOSED  OF IN THE
               ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER
               SAID ACT AND THE RULES AND REGULATIONS THEREUNDER. 

               BY  ITS ACCEPTANCE  HEREOF, THE  HOLDER OF  THIS CERTIFICATE
               AGREES  TO COMPLY  IN ALL  RESPECTS WITH  THE PROVISIONS  OF
               ARTICLE 6 OF THE  AGREEMENT OF PURCHASE AND SALE  OF ASSETS,
               DATED AS OF JUNE   , 1995, IN RELATION TO WHICH THESE SHARES
               WERE ISSUED. COPIES OF SUCH ARTICLE 6 MAY BE  OBTAINED AT NO
               COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
               CERTIFICATE  TO  THE  SECRETARY   OF  THIS  COMPANY  AT  ITS
               PRINCIPAL EXECUTIVE OFFICES.

                    6.3  Proposed Transfers. The  Selling Parties (and  any
          transferee(s) thereof)  shall comply with the  provisions of this
          Section.  Prior   to  any   proposed  sale,  transfer   or  other
          disposition  of  RAPI  Common   Stock  issued  pursuant  to  this
          Agreement  (other  than a  sale,  transfer  or other  disposition
          permitted  under  and made  pursuant  to  Rule 144(k)  under  the
          Securities Act or  after the  restrictive legend  referred to  in
          Section  6.2 hereof shall have been  removed from the certificate
          representing such shares  to be so sold, transferred  or disposed
          of),  the registered holder thereof  shall give written notice to
          RAPI  of such holder's intention to effect such sale, transfer or
          other disposition. Each such notice shall describe the manner and
          circumstances of the proposed sale, transfer or other disposition
          in  reasonable  detail,  and shall  be  accompanied  by,  and, in
          connection with any  such sale, transfer or  other disposition of
          such RAPI Common Stock, the holder thereof shall deliver to RAPI,
          either  (i) an  opinion of  counsel, and  in form  and substance,
          reasonably acceptable to  RAPI, addressed to RAPI, to  the effect
          that the  proposed sale,  transfer or  other disposition of  such
          RAPI Common Stock may be  effected without registration under and
          pursuant to  an exemption  from the registration  requirements of
          the  Securities Act  (and specifying such  exemption as  shall be
          applicable),  other than  an exemption  afforded by  Regulation S
          under the Securities Act  (or any successor to Regulation  S), or
          (ii)  a  "no action"  letter,  in form  and  substance reasonably
          acceptable to RAPI,  from the SEC to  the effect that  such sale,
          transfer or other  disposition of such RAPI Common  Stock without
          registration  will not result in a recommendation by the staff of
          the SEC that action be taken with respect thereto, whereupon such
          holder  of such RAPI Common  Stock shall be  entitled to transfer
          such  RAPI  Common Stock  (in accordance  with  the terms  of the
          notice  delivered by  such  Holder to  RAPI,  if such  notice  so
          required as aforesaid), subject,  however, to any other agreement
          with  or for  the benefit  of RAPI  as shall  apply to  the sale,
          transfer, or other disposition of RAPI Common Stock.

                    6.4  Removal of Legend.  After the third anniversary of
          the  Closing, if the registered  holder of shares  of RAPI Common
          Stock  issued pursuant to  this Agreement  shall so  request (and
          provided such  holder could  not  be considered  an affiliate  of
          RAPI),  which request  shall  be  accompanied  by an  opinion  of
          counsel, and in  form and  substance, acceptable to  RAPI to  the
          effect  that the legend referred to in  Section 6.2 hereof may be
          removed from  the certificate  representing such shares  and that
          such removal  is not inconsistent  with the  requirements of  the
          Securities  Act and  the rules  and regulations  thereunder, then
          RAPI shall remove such legend from such certificate.


                                      ARTICLE 7

                       Certain Covenants of the Selling Parties

                    7.1  Conduct of  Business.  During the  period from the
          date of this  Agreement to  and including the  Closing Date,  the
          Selling  Parties  shall  cause  the operations  and  business  of
          Sellers  to  be conducted  in the  ordinary  and usual  course of
          business and  consistent with  past practices.   Without limiting
          the  foregoing, prior  to the Closing,  the Selling  Parties will
          not,  without the  prior  written consent  of  Buyer, permit  any
          Seller to:

                         (a)  dissolve, liquidate, merge or  consolidate or
          sell  or otherwise dispose of  all or any  substantial portion of
          its assets or obligate itself to do so;

                         (b)  sell, transfer, lease or otherwise dispose of
          any assets or  properties, other than  inventory in the  ordinary
          course of  business on  standard terms, conditions  and operating
          procedures customarily used by Sellers;

                         (c)  amend,  modify,   change,  alter,  terminate,
          rescind or  waive  any rights  or  benefits under  any  contract,
          agreement  or commitment required to be listed, or enter into any
          contract, agreement  or commitment which,  if in existence  as of
          the date of this Agreement would have been required to be listed,
          under Schedule 4.9 hereto;

                         (d)  fail to maintain the Purchased Assets in good
          repair  and  condition, reasonable  and  ordinary  wear and  tear
          excepted; or cancel or fail to renew any of the current insurance
          policies or  any of  the coverage thereunder  maintained for  the
          protection of any of Sellers, the Properties, the Business or any
          of the Purchased Assets; or

                         (e)  perform, take any  action or incur  or permit
          to  exist any of the acts, transactions, events or occurrences of
          the  type described  in clauses  (i), (ii),  (iii), (vi),  (vii),
          (viii),  (ix), (xi), (xiii) or (xiv) of Section 4.10 hereof which
          would  have  been  inconsistent   with  the  representations  and
          warranties set forth in Section 4.10 hereof had the same occurred
          after the Balance Sheet Date and prior to the date hereof.

                    7.2  Changes in Information.   During  the period  from
          the  date  of this  Agreement to  the  Closing Date,  the Selling
          Parties  shall give Buyer prompt written notice of any change in,
          or any of the  information contained in, the representations  and
          warranties made in or  pursuant to this Agreement or of any event
          or circumstance which, if it had occurred on or prior to the date
          hereof, would cause any of such representations or warranties not
          to be true and correct in any material respect.

                    7.3  Access to Information.  During the period from the
          date  of  this  Agreement to  the  Closing  Date,  Buyer and  its
          counsel,  accountants and  other representatives  shall be  given
          full  access  during  normal   business  hours  to  all  of   the
          facilities, properties, books, tax returns and records of each of
          Sellers relating to  or constituting  any part  of the  Purchased
          Assets  or the Business and all personnel  of each of Sellers and
          they  shall be furnished with such documents and information with
          respect to the  affairs of each  of Sellers as  may from time  to
          time reasonably be requested.   Prior to the Closing,  Buyer will
          hold in confidence all confidential or proprietary information so
          obtained from the Selling Parties, except for such disclosure  as
          may  be required under applicable laws, regulation or order.  The
          confidentiality letter from RAPI to Company (the "Confidentiality
          Letter") shall be deemed modified in the following respects:

                         (a)     Buyer  and   RAPI  and   their  respective
          employees, representatives  and agents  shall  be entitled  after
          consultation  with   Sellers'  management  to   communicate  with
          vendors, customers and others  having business relations with any
          of  Sellers  regarding  the  transactions  contemplated  by  this
          Agreement  as believed  by  Buyer or  RAPI  in good  faith  to be
          appropriate  in order  to  facilitate such  transactions and  its
          rights under this Agreement.

                         (b)  Buyer and RAPI shall be entitled to make such
          public  announcements, issue  such press  releases and  file such
          documents as they shall  in good faith deem appropriate  in order
          to comply with applicable securities law and self-regulatory body
          imposed obligations.   Prior to the  Closing, RAPI shall  consult
          with Company regarding the proposed text of the foregoing.

                         (c)  Upon  the Closing the Confidentiality  Letter
          and the obligations thereunder shall terminate and be of no force
          or effect.

                         (d)   If the  Closing shall  not occur,  Buyer and
          RAPI   shall  continue   to  maintain   the  confidentiality   of
          Information (as  defined in the Confidentiality  Letter) which is
          not  then  in  the public  domain  (except  as  otherwise therein
          provided), but, notwithstanding the Confidentiality Letter, Buyer
          and RAPI shall not be obligated to return documents or to destroy
          any  analyses  or  other  documents  prepared  by  them or  their
          employees, agents or representatives, and Buyer and RAPI shall be
          entitled to use  Information in connection with any dispute which
          may arise out  of this Agreement or the termination  thereof.  If
          within  one year after the termination of this Agreement there is
          no such  dispute, Buyer and  RAPI will use their  best efforts to
          destroy or return such documents.

                    7.4  Preservation of Business.   During the period from
          the  date  of this  Agreement to  the  Closing Date,  the Selling
          Parties  shall use  their  best efforts  to  preserve intact  the
          goodwill of Sellers, the relationships of Sellers with customers,
          suppliers,  contracting  parties,  governmental  authorities  and
          others having business relations with it.

                    7.5  Environmental Notices.   In the event  that, on or
          prior to the  Closing, any  of the Selling  Parties receives  any
          notice or advice from any governmental agency or authority or any
          other source whatsoever with respect to  a Hazardous Discharge or
          presence of a Hazardous  Substance, they shall immediately notify
          Buyer   and  furnish  to  Buyer  a  copy  of  all  such  notices,
          correspondence  and other documentation.  If required to do so by
          any governmental  agency or authority, the  Selling Parties shall
          conduct and complete  all investigations, studies,  sampling, and
          testing,  and, if  reasonable under  the circumstances,  take all
          remedial actions necessary to  clean up and remove all  Hazardous
          Substances from the Properties  in accordance with all applicable
          federal, state and local laws, ordinances, rules and regulations.

                    7.6  Employees.    (a)   Buyer  will  offer  employment
          promptly  after Closing  to those  employees of  Sellers  who are
          currently active  employees of  Sellers in  the Business  and who
          remain active  employees  in the  Business  at the  Closing  (the
          "Designated   Employees").     Notwithstanding   any   offer   or
          determination  to so  employ  any employee,  Buyer  shall not  be
          obligated to  maintain any  employee for  any specific  length of
          time  after  the Closing  Date and  all  such employees  shall be
          employees at will.  

                         (b)   Sellers shall  promptly pay all  amounts due
          and payable  to, or accrued in  respect of, its  employees in the
          nature of wages, salary, insurance and other benefits (other than
          accrued vacation and  sick pay and  unearned bonuses), and  shall
          pay all withholding tax and similar obligations in each case with
          respect  to  all employees  of each  of  Sellers and  all periods
          ending on or prior to the Closing Date.

                         (c)  The Selling Parties shall indemnify  and hold
          harmless Buyer  from all claims, liabilities,  damages, costs and
          expenses suffered or incurred in respect of or resulting from (i)
          any  and all claims  for life  insurance, disability  and medical
          benefits based on occurrences  before the Closing Date (including
          claims for continuing treatment  with respect to any accident  or
          illness for which coverage was  so provided), whether such claims
          are asserted before, on or  after the Closing Date, (ii) any  and
          all other welfare and fringe benefits claims based on occurrences
          before the Closing Date, whether such claims are asserted before,
          on or after the Closing Date,  (iii) any and all life  insurance,
          disability, medical  or other welfare and  fringe benefits claims
          of  any individual (or his or her covered dependents) who retired
          from any of  Sellers on or  before the Closing  Date or who  died
          before the Closing Date, and/or claims based on any denial of  or
          failure  to provide coverage or benefits under any of the Welfare
          Plans  prior to the Closing,  regardless in each  case of whether
          such claim is asserted before, on or after the Closing Date. 

                         (d)  Nothing in this Section  7.6 or elsewhere  in
          this Agreement, express  or implied, shall be construed to confer
          any  rights or  remedies  on  any  employee  (whether  or  not  a
          Designated Employee). 

                    7.7  Change  of  Corporate  Name.    Effective  on  the
          Closing  Date, Sellers  shall  change their  corporate and  trust
          names to  such names as shall  have no resemblance to  any of the
          names listed on  Schedule 7.7  of the Disclosure  Schedule.   The
          Selling  Parties consent, from and after the Closing Date, to the
          use  by Buyer of such listed names and/or any derivatives thereof
          and from and after the Closing Date shall execute and  deliver to
          Buyer or such federal, state and local authorities as Buyer shall
          specify, such instruments as  Buyer shall reasonably request from
          time to time consenting to the  filing by Buyer or its affiliates
          of one  or more certificates  of incorporation and/or  assumed or
          business names or similar  certificates and/or applications as to
          the  use or registration of assumed  or business names pertaining
          to one or more of such names and/or derivatives thereof.

                    7.8  Brokerage or Finder's  Fee.  Buyer represents  and
          warrants  to  the  Selling   Parties,  and  the  Selling  Parties
          represent and warrant to Buyer, that no person is entitled to any
          brokerage  commissions or  finder's fees  in connection  with the
          transactions contemplated  by this Agreement  as a result  of any
          action  taken by the representing party or any of the affiliates,
          officers, directors or employees thereof.

                    7.9  Profit  Sharing  Plan.   Prior  to  July 1,  1995,
          Sellers shall take all actions necessary to amend the Beacon Auto
          Parts  Company Profit Sharing  and 401(k)  Plan to  eliminate all
          rights  and provisions  pertaining  to employee  salary  deferral
          contributions pursuant to Section 401(k) of the Code.


                                      ARTICLE 8

                                  Further Agreements

                    8.1  Sales and Other Taxes.  Buyer shall  pay all sales
          taxes applicable  to the transfer of  title by Trust  to Buyer of
          the  Purchased Assets.   The  foregoing shall  not apply  to, and
          Sellers shall  pay, all taxes relating  to or arising out  of any
          transfer  of assets  or properties  to Trust  and all  income and
          other taxes applicable to or computed on the basis of any gain(s)
          or profit(s) arising from any of the transactions contemplated by
          this  Agreement.  Buyer and Sellers will cooperate to prepare and
          file  with  the proper  public officials,  as  and to  the extent
          necessary, all appropriate  sales tax  exemption certificates  or
          similar instruments  as may be necessary to  avoid the imposition
          of  sales  taxes on  the  transfer of  Purchased  Assets pursuant
          hereto.

                    8.2   No  Shop.   The Selling  Parties agree  that from
          after the date hereof and until the Closing (but in the event one
          or  more conditions  to the  obligations  of the  Selling Parties
          pursuant to Section 3.6 shall not be satisfied, then until August
          31, 1995), none  of the  Selling Parties will  sell, transfer  or
          otherwise dispose  of  any capital  stock or  assets (except  for
          dispositions of  assets in  the  ordinary course  of business  as
          expressly  permitted  elsewhere  in  this Agreement)  of  any  of
          Sellers (or  any rights in any such stock or assets), and none of
          the Selling Parties  will respond to  inquiries or proposals,  or
          enter  into  or  pursue  any  discussions,  or  enter   into  any
          agreements (oral or written), with respect to, the issuance, sale
          or  purchase of any capital  stock of or  beneficial interests in
          any of Sellers, any security convertible into or exchangeable for
          such stock or interests, or any option or warrant with respect to
          such  stock or  interests,  or the  merger, consolidation,  sale,
          lease or other disposition of all or any portion of the assets or
          business of any of  Sellers.  The provisions of this  Section 8.2
          shall  not be deemed to limit  or negate any other obligations of
          the Selling Parties under this Agreement.

                    8.3  Final Financial Statements.   The Selling  Parties
          shall cause to be prepared and deliver to Buyer within forty-five
          (45) days after the Closing, financial statements  of Sellers for
          the  period  from  the end  of  the  period  for which  financial
          statements  of Sellers  shall previously  have been  delivered to
          Buyer  pursuant to  this Agreement  until the  Closing Date  (the
          "Final Financial  Statements").   The Final  Financial Statements
          shall  be prepared  in  a manner  consistent  with the  Financial
          Statements and in  accordance with generally accepted  accounting
          principles, but need not be audited.  From and after the Closing,
          the  Selling Parties shall also  provide to Buyer  access to such
          financial books,  records and workpapers as  Buyer may reasonably
          request to  assist it  in its  review and  analysis of  the Final
          Financial Statements.

                    8.4    Post-Closing Environmental  Notices.    From and
          after  the Closing, Buyer shall furnish  the Selling Parties, and
          Selling  Parties shall furnish Buyer, with copies of all notices,
          correspondence  or other  documentation which  any of  them shall
          receive  from  any  governmental  agency  or  authority regarding
          Hazardous Discharges or the  presence of Hazardous Substances, at
          or about any of the Properties and which relate to any period, or
          any activity of any of Sellers, prior to the Closing.  

                    8.5    Post-Closing Benefits.    Buyer  and RAPI  shall
          indemnify  and  hold  harmless   Sellers  from  all  liabilities,
          damages, costs and  expenses suffered or incurred by  Sellers, in
          respect  of or  resulting  from  any  and  all  claims  by  those
          employees  of Sellers who as  of the Closing  become employees of
          Buyer, for life insurance,  disability and medical benefits under
          Buyer's plans based on occurrences after the Closing Date  (other
          than claims for continuing treatment with respect to any accident
          or  illness for which coverage  was provided or  should have been
          provided  under applicable  law by  any of  Sellers prior  to the
          Closing  and  other than  matters for  which  Buyer and  RAPI are
          entitled to indemnification under Section 7.6 hereof).  

                                      ARTICLE 9

                                   Indemnification

                    9.1  Obligation  to Indemnify.    (a)   Buyer and  RAPI
          hereby jointly and severally agree to indemnify and hold harmless
          Sellers   and   Sellers'   trustees,   officers   and   directors
          (collectively the  "Seller  Indemnitees") from  and against,  and
          shall on demand reimburse the Seller Indemnitees for:

                                (i)   any failure  by Buyer to  comply with
          the Liabilities Undertaking;

                               (ii)  any and all loss, liability, damage or
          deficiency suffered or incurred by  any of the Seller Indemnitees
          by reason of any misrepresentation or breach of warranty by Buyer
          or  RAPI  under  this  Agreement  or  any  exhibit,  certificate,
          document or instrument executed by Buyer or RAPI and delivered to
          Sellers  pursuant to or in connection with this Agreement, or the
          nonfulfillment of any covenant, agreement or obligation set forth
          in  this Agreement required to  be performed or  complied with by
          Buyer or RAPI; and

                              (iii)      any   and   all   actions,  suits,
          proceedings, claims, demands,  assessments, judgments, costs  and
          expenses, including reasonable  attorneys' fees, incident  to any
          of the foregoing,  or incurred in investigating or  attempting to
          avoid  the  same  or to  oppose  the  imposition  thereof, or  in
          enforcing any of the obligations under this Section 9.1(a).

                         (b)    The  Selling  Parties  hereby  jointly  and
          severally  agree  to  indemnify  and hold  harmless  Buyer  from,
          against and in respect  of, and shall on demand  reimburse Buyer,
          RAPI and  their respect officers and  directors (collectively the
          "Buyer Indemnitees") for:

                                (i)  any and all loss, liability, damage or
          deficiency suffered or  incurred by any of  the Buyer Indemnitees
          by reason of any  misrepresentation breach of warranty by  any of
          the  Selling  Parties  under   this  Agreement  or  any  exhibit,
          certificate,  document  or  instrument  executed by  any  of  the
          Selling Parties and delivered to Buyer  or RAPI pursuant to or in
          connection  with this  Agreement,  or the  nonfulfillment of  any
          covenant,  agreement or  obligation set  forth in  this Agreement
          required to be performed  or complied with by any  of the Selling
          Parties;
           
                               (ii)  any and  all loss, liability or damage
          suffered or incurred by  any of the Buyer Indemnitees  in respect
          of  or  in connection  with any  and  all debts,  liabilities and
          obligations  of,  and  any and  all  violations  of  laws, rules,
          regulations,  codes  or  orders  by any  of  Sellers,  direct  or
          indirect,  fixed,  contingent, legal,  statutory,  contractual or
          otherwise,  which exist at  or as  of the  Closing Date  or which
          arise after the  Closing Date but  which are based upon  or arise
          from  any  act,  transaction,  circumstance,  sale  of  goods  or
          services, state  of facts  or other  condition which  occurred or
          existed on or before the Closing Date, whether or not then known,
          due or  payable, except  to  the extent  specifically assumed  by
          Buyer pursuant to the Liabilities Undertaking;

                               (iii)   any and all loss, liability, damage,
          cost  or expense  suffered  or  incurred  by  any  of  the  Buyer
          Indemnitees  based on  or arising  from (A)  the presence  of any
          Hazardous Substance  on any  of the  Properties or any  Hazardous
          Discharge  on   or  prior  to   the  Closing  Date,   and/or  any
          Environmental Complaint, and/or the failure to obtain any license
          or permit required in connection with any Hazardous Substance  or
          Hazardous Discharge or the  retention, disposal, treatment or use
          thereof,  and/or  arising  out  of  any  noncompliance  with  any
          environmental,  health   or  safety   law,  ordinance,   rule  or
          regulation (each, an "Environmental Requirement"), in each  case,
          based on  or arising from any act, transaction, state of facts or
          other condition  which  occurred  or existed  on  or  before  the
          Closing  Date, whether or not then known, (B) any personal injury
          (including wrongful death) or  property damage (real or personal)
          arising  out  of  or  related  to  any  Hazardous  Discharge, the
          presence, use, disposal or treatment of a Hazardous Substance, or
          noncompliance with any Environmental  Requirement, on or prior to
          the Closing  Date, and/or (C) any  Environmental Complaint and/or
          any demand of any government agency or  authority prior to, on or
          after the  Closing Date which is based upon or in any way related
          to  any  Hazardous  Discharge,  the presence,  use,  disposal  or
          treatment of a Hazardous Substance, and/or noncompliance with any
          Environmental  Requirement on or  prior to the  Closing Date, and
          including, without limitation  and in each  such case under  this
          clause (iii), the reasonable  costs and expenses of all  remedial
          action and clean-up, attorney and consultant fees, investigation,
          sampling and laboratory fees,  court costs and litigation expense
          and costs  arising out of  emergency or  temporary assistance  or
          action undertaken by  or as  required by any  regulatory body  in
          connection with any of the foregoing;

                                (iv)   any and all Taxes  which are payable
          by any of Sellers, or which arise out of the operations of any of
          Sellers  on or prior to  the Closing Date  and/or the transaction
          contemplated by this Agreement, except to the extent specifically
          assumed by Buyer pursuant to the Liabilities Undertaking;

                               (v)   any and all  loss, liability,  damage,
          cost  or expense  suffered  or  incurred  by  any  of  the  Buyer
          Indemnitees by reason of noncompliance with the provisions of any
          bulk transfer law of  any jurisdiction in connection with  any of
          the transactions  contemplated by  this Agreement, except  to the
          extent of  liabilities specifically assumed by  Buyer pursuant to
          the Liabilities Undertaking; 

                              (vi)   any  and all loss,  liability, damage,
          cost  or expense  suffered  or  incurred  by  any  of  the  Buyer
          Indemnitees  by reason of or  in connection with  any transfer or
          assignment  of any assets,  properties, leases, contracts, rights
          or franchises, including without  limitation any of the Purchased
          Assets,  from  Company  to  Trust,  and/or  any  Taxes  or  other
          liabilities or obligations relating thereto or arising therefrom;
          and 

                              (vii)     any   and   all   actions,   suits,
          proceedings, claims,  demands, assessments, judgments,  costs and
          expenses,  including,  without limitation,  reasonable attorneys'
          fees,  incident  to   any  of  the   foregoing  or  incurred   in
          investigating  or attempting to avoid  the same or  to oppose the
          imposition thereof, or in enforcing any of  the obligations under
          this Section 9.1(b).

                    9.2  Survival and Other Matters.  

                         (a)  Each  representation,   warranty,  indemnity,
          covenant and agreement made by any of the Selling Parties in this
          Agreement  or  in   any  agreement,  certificate   or  instrument
          delivered by or on behalf of  any of the Selling Parties to Buyer
          pursuant  to or in connection with this Agreement, are, and shall
          be  deemed,  joint   and  several  representations,   warranties,
          indemnities and covenants of  each of the Selling Parties.   Each
          representation,  warranty, indemnity,  covenant and  agreement of
          each of the parties  hereto shall survive the  Closing; provided,
          however, that no party shall be entitled to assert claims against
          any other for  misrepresentations or breach of warranty  under or
          pursuant to this  Agreement unless the party asserting such claim
          shall notify  the other in writing of such claim within three (3)
          years  after  the  Closing   Date;  provided,  however  that  the
          foregoing  limitations on  the  survival of  representations  and
          warranties shall  not apply  to any  of  the representations  and
          warranties  in or pursuant to  Section 4.3, 4.6(a),  4.13 or 4.16
          hereof.  Notwithstanding  the foregoing,  in no  event shall  the
          Selling Parties on  the one hand, or Buyer and  RAPI on the other
          hand,  have any liabilities  under or pursuant  to this Agreement
          for any  misrepresentations or  breaches of  warranties hereunder
          until such liabilities shall exceed in the aggregate $125,000, at
          which time  such  indemnifying party  shall be  fully liable  for
          $62,500  of  such  first  $125,000  of  liabilities  and  for all
          liabilities in excess of such first $125,000 of liabilities.

                         (b)  With    respect   to    the   indemnification
          obligations  of the  Selling  Parties  under Section  9.1(b)(iii)
          hereof,  the following provisions  shall apply:   (i) the Selling
          Parties  shall   not  be   liable  for   costs  or  expenses   of
          investigation  voluntarily  incurred  by  Buyer or  RAPI  in  the
          absence of an actual Environmental Complaint; (ii) Buyer and RAPI
          will act reasonably under the circumstances and will consult with
          the Selling Parties regarding investigations and remedial actions
          which they propose to  take; and (iii) the Selling  Parties shall
          not be  responsible under said Section  9.1(b)(iii) for voluntary
          remedial  actions  taken  by  Buyer  or RAPI  which  are  neither
          required  in order  to  comply with  an applicable  Environmental
          Requirement  nor  in  reasonable  response  to  an  Environmental
          Complaint.

                    9.3  Covered Proceedings.

                         (a)  If any action or proceeding be commenced by a
          third  party against  a party  entitled to  indemnification under
          this  Article  9  (an  "Indemnitee")  in  respect  of  which  the
          Indemnitee proposes to hold the parties obligated to provide such
          indemnification  with respect thereto  (the "Indemnitors") liable
          under the provisions  of this Article 9 (a "Covered Proceeding"),
          the Indemnitee shall give the Indemnitor prompt written notice of
          such  Covered  Proceeding  and  copies  of  all  pleadings  filed
          relating thereto  within twenty (20) days  after the Indemnitee's
          receipt thereof.

                         (b)  If  the Indemnitors  shall, at  their option,
          elect by prompt written  notice to each Indemnitee to  contest or
          defend  any  such  Covered  Proceeding,  the  Indemnitors  shall,
          subject  to the provisions of  this Section 9.3,  be entitled, at
          their sole cost  and expense, to contest or defend  the same with
          counsel of their own choosing, but reasonably satisfactory to the
          Indemnitee, and in  such event the  Indemnitee shall not  settle,
          compromise, pay or discharge  the same without the prior  written
          consent of the  Indemnitor (which consent shall,  however, not be
          unreasonably withheld or delayed), so long  as the Indemnitors is
          actively contesting or defending the same in good faith.  

                         (c)  Notwithstanding  the foregoing  provisions of
          this Section 9.3, if:

                                   (A)  the  Covered  Proceeding  does  not
          seek  only monetary  damages, but  seeks any injunction  or other
          equitable relief against any Buyer Indemnitee; or

                                   (B)  the Covered Proceeding involves any
          matter,  cause  of action  or claim  covered  by clause  (iii) of
          Section  9.1(b) hereof  in which  any governmental  or regulatory
          authority, agency or body of any other person or  entity seeks or
          may seek remediation or other action which would adversely affect
          any business  or operations of any  Indemnitee (an "Environmental
          Proceeding"); then, Buyer or RAPI shall be  entitled to elect not
          to contest, and  shall  be entitled to  settle and discharge, any
          claim arising thereunder;  provided that  if RAPI  or Buyer shall
          elect not to contest or to settle or discharge any such particular
          claim,the indemnity obligation of the Selling Parties with respect
          thereto shall be limited to that portion ofthe  liability arising
          from the election of RAPI or Buyer not to contest or to settle and
          discharge the  same (without the consent of  the Selling Parties)
          which  is reasonable  after taking  into account  the substantive
          merits of the position  taken by the Selling Parties  in opposing
          such  claim,  as compared  to the  risks  of litigation  or other
          opposition.   

                         (d)  Notwithstanding  anything   to  the  contrary
          contained in this Section 9.3:

                              (i)  Even if the Indemnitee fails to give the
          Indemnitors timely  notice of  a Covered Proceeding  or otherwise
          defaults  in   its  obligations  under  this   Section  9.3,  the
          Indemnitors'  sole  remedy for  such default  shall be  to offset
          against  the indemnification liability  otherwise payable  by the
          Indemnitors  to the  Indemnitee  the amount  of damages  actually
          suffered by the Indemnitors as a result of such default.

                              (ii) The Indemnitors shall not have any right
          to defend,  or control the settlement of,  any Covered Proceeding
          if  (A)   the Indemnitors  do not unconditionally  acknowledge in
          writing, within a reasonable period  of time after the Indemnitee
          gives notice of the Covered Proceeding,  that the Indemnitors are
          jointly and  severally obligated  to indemnify the  Indemnitee in
          full  with  respect to  the  Covered  Proceeding  as provided  in
          Section  9.1 hereof  or (B)  any of  the Indemnitors  is  then in
          default in any of its  material obligations under this Agreement.


                              (iii)   In  the event  the Indemnitors  elect
          (and  are  entitled  as  provided herein)  to  defend  a  Covered
          Proceeding, the  Indemnitee shall  be entitled to  participate in
          the defense  thereof with its  own separate  counsel and  receive
          copies of all pleadings and other papers in connection therewith.
          In such event, the fees and expenses of such Indemnitee's counsel
          shall, except as otherwise provided in this Section 9.3, be borne
          by the  Indemnitee, unless  the Indemnitee shall  have reasonably
          determined that there may be one or more defenses available to it
          which are different from or in addition to those available to the
          Indemnitors or that the Covered Proceeding also involves or could
          have   an   effect  upon   matters  beyond   the  scope   of  the
          indemnification obligations set forth in this Agreement.   In the
          event  of any such  determination, the Indemnitors  shall, to the
          extent made necessary by  any such other defense or  such effect,
          not have  the right to  direct the defense  thereof, but  in such
          latter case, only  that portion of the fees  and expenses of such
          Indemnitee's counsel reasonably related to matters covered by the
          indemnification obligations under  this Agreement shall be  borne
          by the Indemnitor.  

                              (iv) If the  Indemnitors do  not (or  are not
          entitled  to) elect to contest or defend a Covered Proceeding, or
          after so electing does  not actively contest and defend  the same
          in  good faith, and in  conformity with the  requirements of this
          Section 9.3, the Indemnitee shall be entitled  to contest, defend
          and/or settle such Covered Proceeding on such terms and with such
          counsel as the Indemnitee deems appropriate, and at the sole cost
          and expense of the Indemnitors.

                              (v)   The  Indemnitors will  in any  event be
          entitled  to  control  the  settlement of  a  Covered  Proceeding
          (subject to the requirements and limitations of this Section 9.3)
          only if (A) the terms of such settlement require no more than the
          payment  of money  (i.e., such  settlement does  not require  the
          Indemnitee to admit any wrongdoing or take or refrain from taking
          any action), (B) the full amount of such monetary settlement will
          be  paid by the Indemnitors,  and (C) the  Indemnitee receives as
          part  of  such  settlement  a  legally  binding  and  enforceable
          unconditional satisfaction  and/or release, in form and substance
          reasonably satisfactory  to  the Indemnitee,  providing that  the
          Covered Proceeding and any claimed liability or obligation of the
          Indemnitee  with  respect thereto  is  being  fully satisfied  by
          reason  of  such settlement  and  that  the Indemnitee  is  being
          released  from any and all obligations or liabilities it may have
          with respect thereto.

                    9.4  Offsets.   Without limiting  its other  rights and
          remedies,  Buyer or  RAPI  shall have  the right  to set  off the
          amount of any claims asserted by Buyer or RAPI in good faith that
          it is  entitled to (i) an  adjustment to the  Agreement Amount in
          accordance  with  Schedule 2.1  hereof,  or (ii)  a  deduction or
          setoff  in respect  of  any obligation  under  Section 9.1(b)  or
          otherwise  under this  Agreement, against  amounts payable  by it
          under the Note (as defined in Schedule 2.1 hereto), in  each case
          at the  option of Buyer or  RAPI up to an  aggregate of $750,000.
          No such setoff shall constitute a default under this Agreement or
          under any other agreement  or instrument, or otherwise,  it being
          agreed that Buyer  and RAPI shall have a period  of ten (10) days
          after the final and  binding resolution of all good  faith claims
          and/or  disputes relating to such  non-payment to pay the amounts
          determined as  a result of such resolution to be due and payable.
          If  it shall be determined that Buyer or RAPI improperly (despite
          Buyer's  or RAPI's good faith belief that such setoff was proper)
          withheld any payment by reason of this Section, such amount shall
          bear interest at the rate of ten percent (10%) per annum from the
          date such amount was  due.  The foregoing rights  of setoff shall
          not apply to amounts payable to Sellers under  the Noncompetition
          Undertaking or the New Leases.  The remedies provided for in this
          Agreement are not exclusive and shall be in addition to any other
          remedies  that Buyer  or  RAPI may  have  at  law, in  equity  or
          otherwise.

                    9.5  Prevailing  Party.   In the  event that  any party
          (the "Defaulting Party") defaults in his or its obligations under
          this Agreement and,  as a  result thereof, any  other party  (the
          "Non-Defaulting  Party")  seeks  to legally  enforce  its  rights
          hereunder  against the Defaulting Party, then, in addition to all
          damages  and other remedies to  which the Non-Defaulting Party is
          entitled by  reason of such  default, the Defaulting  Party shall
          promptly pay to the  Non-Defaulting Party an amount equal  to all
          reasonable attorneys' fees paid or incurred by the Non-Defaulting
          Party in connection with such enforcement.


                                      ARTICLE 10

                                     TERMINATION

                    10.1 Right  of   Termination  Without  Breach.     This
          Agreement  may be  terminated  without further  liability of  any
          party at any time prior to the Closing:

                         (a)  By mutual written agreement of  the Buyer and
          the Sellers; or 

                         (b)  By either  Buyer or  the Selling  Parties, as
          the case may  be, if the  Closing shall not  have occurred on  or
          before August 31,  1995, provided that such  terminating party or
          parties  (i)  have  not,  through   breach  or  violation  of   a
          representation, warranty  or covenant  or any other  provision of
          this Agreement, prevented the Closing from occurring on or before
          such date and (ii) is (are) not in violation or breach of any  of
          the agreements, representations, warranties  or covenants of this
          Agreement and has  (have) not  refused to permit  the Closing  to
          proceed.  

                    10.2 Termination for Breach.

                         (a)  If (i) there has been a material violation or
          material  breach by any of the Selling Parties of any agreements,
          representations or  warranties contained in  this Agreement which
          is then continuing  and has not been waived in  writing by Buyer,
          or (ii) there has  been a failure of satisfaction of  a condition
          to the  obligations of Buyer  which has  not been  so waived,  or
          (iii) the Selling  Parties shall have attempted to terminate this
          Agreement  under this  Article  10 or  otherwise without  grounds
          under this Article 10 to do so, then Buyer, at its option, may by
          written notice to Sellers, at any time prior to the Closing, that
          such violation,  breach, failure or wrongful  termination attempt
          is continuing, terminate this Agreement with the effect set forth
          in Section 10.3 below.

                         (b)  If (i) there has been a material violation or
          breach by  Buyer or  RAPI of  any agreements, representations  or
          warranties contained  in this Agreement which  is then continuing
          and has  not been waived in writing by Sellers, or (ii) there has
          been  a failure of satisfaction of a condition to the obligations
          of Sellers which  has not  been so waived,  or (iii) Buyer  shall
          have attempted to terminate this  Agreement under this Article 10
          or otherwise without grounds under this Article 10 to do so, then
          Sellers, at their option, may, by written notice to Buyer, at any
          time prior to  the Closing, that such violation,  breach, failure
          or  wrongful termination  attempt is  continuing, terminate  this
          Agreement with the effect set forth in Section 10.3 below.

                    10.3 Effect   of  Termination.    Termination  of  this
          Agreement  pursuant to Section 10.2  hereof shall not  in any way
          terminate, limit or restrict the rights and remedies of any party
          hereto  against any  other party  and the  remedy of  termination
          under this Article 10 is cumulative with any and all other rights
          and  remedies  which  any  party  may  have,  whether under  this
          Agreement (including without limitation  Section 11.1 hereof)  or
          otherwise.


                                      ARTICLE 11

                                    Miscellaneous

                    11.1 Specific Performance.   The Selling  Parties agree
          that  the Purchased Assets include unique property that cannot be
          readily obtained on the open market and that  Buyer and RAPI will
          be  irreparably injured  if  this Agreement  is not  specifically
          enforced.    Therefore,  Buyer  and  RAPI  shall have  the  right
          specifically to  enforce the  performance of the  Selling Parties
          under this Agreement without the necessity of posting any bond or
          other security, and the Selling  Parties hereby waive the defense
          in any such suit that Buyer or RAPI has an adequate remedy at law
          and agree not to interpose any opposition, legal or otherwise, as
          to the propriety of specific performance as a remedy.  The remedy
          of  specifically enforcing any or  all of the  provisions of this
          Agreement  in accordance  with  this Section  11.1  shall not  be
          exclusive  of any other  rights which Buyer  or RAPI  may have to
          terminate this  Agreement, or  of  any other  rights or  remedies
          which  Buyer or RAPI may  otherwise have under  this Agreement or
          otherwise, all of which rights and remedies shall be cumulative.

                    11.2 Binding  Agreement; Assignment.  All the terms and
          provisions  of this Agreement shall be binding upon, inure to the
          benefit of, and be  enforceable by, the parties hereto  and their
          respective heirs, legal representatives, successors and assigns. 
          Prior to the Closing,  this Agreement shall not be  assignable by
          any party hereto other than to  one or more subsidiaries of RAPI.
          No  assignment  shall  relieve   the  Assignor  of  any  of   its
          obligations under this Agreement.  

                    11.3 Law To Govern.   This Agreement shall be construed
          and enforced in accordance with the internal laws of the State of
          Pennsylvania, without regard to principles of conflict of laws.

                    11.4 Notices.   All  notices  shall be  in writing  and
          shall  be deemed  to have been  duly given  to a  party hereto if
          delivered  personally, then on the  date of such  delivery, or on
          the fifth  day after being  deposited in  the mail if  mailed via
          registered  or certified mail,  return receipt requested, postage
          prepaid,  or on  the  next  business  day  after  being  sent  by
          recognized national overnight courier  services, in each case, to
          such party, at the following respective addresses:

                         if to the Selling Parties, to:
                                                       
                         Mr. Fred J. Pisciotta
                         6013 Enterprise Drive
                         Export, Pennsylvania 15632

                         with a copy to:

                         Cohen & Grigsby, P.C.
                         2900 CNG Tower
                         625 Liberty Avenue
                         Pittsburgh, PA 15222
                         Attention:     Mark I. Baseman, Esq.

                         if to Buyer or RAPI, to:

                         c/o Republic Automotive Parts Inc.
                         500 Wilson Pike Circle, Suite 115
                         Post Office Box 2088
                         Brentwood, Tennessee 37024
                         Attention:  Keith M. Thompson, President

                         with a copy to:

                         Berner & Berner, P.C.
                         515 Madison Avenue
                         20th Floor
                         New York, New York  10022

          or to  such other  address  as any  such party  may designate  in
          writing in accordance with this Section 11.4.

                    11.5 Fees and Expenses.   Except as expressly set forth
          in this Agreement, each of the parties shall pay its own fees and
          expenses with respect to the transactions contemplated hereby.

                    11.6 Entire  Agreement.  This  Agreement sets forth the
          entire understanding  of  the parties  hereto in  respect of  the
          subject  matter  hereof  and  may  not  be  modified,  amended or
          terminated except  by a written agreement  specifically referring
          to  this Agreement  signed by all  of the  parties hereto.   This
          Agreement  supersedes all  prior  agreements  and  understandings
          among the parties with respect to such subject matter.

                    11.7 Waivers.    Any  failure  by  any  party  to  this
          Agreement  to comply with any of its obligations hereunder may be
          waived by any  Seller in the case  of a default by Buyer  or RAPI
          and  by Buyer or RAPI in case of  a default by any of the Selling
          Parties.   No  waiver shall  be effective  unless in  writing and
          signed  by the  party granting  such waiver,  and no  such waiver
          shall be deemed a waiver  of any subsequent breach or default  of
          the same or similar nature.

                    11.8  Severability.  If any provision of this Agreement
          would be held to  be invalid, prohibited or unenforceable  in any
          jurisdiction  for   any  reason,  such  provision,   as  to  such
          jurisdiction  only, shall  be ineffective to  the extent  of such
          invalidity,  prohibition, unenforceability,  without invalidating
          the  remaining provisions  of this  Agreement, and  the validity,
          legality and  enforceability of  such remaining  provisions shall
          not be affected in any way thereby.

                    11.9 No  Third-Party  Beneficiaries.   Nothing  herein,
          express or implied, is  intended or shall be construed  to confer
          upon  or give to any  person, firm, corporation  or legal entity,
          other than  the  parties hereto,  any rights,  remedies or  other
          benefits  under or by reason  of this Agreement  or any documents
          executed in connection with this Agreement.

                    11.10     Counterparts.  This Agreement may be executed
          in  any number of counterparts, each of  which shall be deemed an
          original  but  all of  which shall  constitute  one and  the same
          agreement.

                    11.11     Headings.  The Section and paragraph headings
          contained herein are for the purposes of convenience only and are
          not intended to define or limit the contents of said Sections and
          paragraphs.
                     


                    IN WITNESS WHEREOF, the parties have duly executed this
          Agreement as of the date first above written.


                                        BEACON AUTO PARTS COMPANY


                                        By:/s/Fred J. Pisciotta
                                           ----------------------------
                                           Fred J. Pisciotta, President

                                        BEACON AUTO PARTS COMPANY


                                        By:/s/Fred J. Pisciotta            
                                           ---------------------------
                                            Fred J. Pisciotta, Trustee


                                        STOCKHOLDER:


                                        /s/Fred J. Pisciotta    
                                        --------------------
                                        Fred J. Pisciotta


                                        REPUBLIC AUTOMOTIVE PARTS 
                                          SALES, INC.


                                        By:/s/Donald B. Hauk             
                                           ------------------------
                                           Donald B. Hauk 
                                           Executive Vice President

                                        REPUBLIC AUTOMOTIVE PARTS, INC.

                                        By:/s/Donald B. Hauk             
                                           ------------------------
                                           Donald B. Hauk 
                                           Executive Vice President

                                        


                                SCHEDULE 1.1
                                
          Excluded Assets (as of 12/31/94):

          1.   Cash in bank accounts and marketable securities

          2.   Deposits and prepaid assets of Sellers, if not reflected in
          the Statement of Assets and Payables (as defined in Schedule 2.1
          to the Agreement)

          3.   Seller's tax returns and back-up materials therefor

          4.   Seller's respective corporate and trust franchises and
          minute and stock record books

          5.   Seller's credit card receivables

          6.   All real property owned by Company (subject to the
          leaseholds in favor of Buyer contemplated by the New Leases

          7.   The following notes receivable due to Company:

               a.   Note payable by Fred J. Pisciotta in the principal
          amount of $345,519

               b.   Note payable by John Wieder in the principal amount of
          $77,566

               c.   Note payable by Fred J. Pisciotta, trustee f/b/o
          Randolph James Pisciotta in the principal amount of $135,387

               d.   Note payable by Fred J. Pisciotta, trustee f/b/o Gina
          Renee Lovett in the principal amount of $135,387

               e.   Note payable by Fred J. Pisciotta, trustee f/b/o Lisa
          Ann Pisciotta in the principal amount of $135,387

               f.   Note payable by Fred J. Pisciotta, trustee f/b/o Brenda
          Elaine Pisciotta in the principal amount of $135,387

          8.   Snappy Car Rental Sublease Deposit ($1,333)

          9.   Interest Rate Cap        16,750

          10.  Federal Kemper Life Ins. Policy FK2216515

          11.  Trans American Occidental Life Ins. Policy 92439942

                                
                                                                Exhibit 1.1

                                     BILL OF SALE
                                

                    BEACON AUTO PARTS COMPANY, a Delaware corporation
          (hereinafter called "Company"), and BEACON AUTO PARTS COMPANY, a
          Pennsylvania business trust ("Trust", and, together with Company,
          "Assignors"), for One Dollar ($1.00) and other valuable
          consideration to it in hand paid, receipt of which is hereby
          acknowledged, by these presents do jointly and severally sell,
          assign, transfer and convey unto Republic Automotive Parts Sales,
          Inc., a Delaware corporation (hereinafter called "Assignee"),
          and, to the extent hereinafter provided, to Republic Automotive
          Parts, Inc., a Delaware corporation ("RAPI"), and their
          respective successors and assigns, the following described
          properties, assets and rights, accrued and contingent, and
          wherever situated or located, owned by any of Assignors or to
          which any of Assignors has any right, title or interest as of
          [the Closing Date], as well as all other "Purchased Assets" as
          such term is defined in that certain Agreement of Purchase and
          Sale of Assets, dated as of ____________, 1995, among Assignors,
          Assignee, RAPI and Fred J. Pisciotta (the "Agreement"), excepting
          only those Excluded Assets listed on Schedule 1.1 to the
          Agreement:

                    (a)  all machinery, equipment, furniture, fixtures,
          tools, parts, shelving, conveyors, raised metal flooring and
          related systems, cars, trucks, motor vehicles and fixed assets,
          including without limitation those referred to on Schedule "A"
          annexed hereto;

                    (b)  all automotive parts and accessories and other
          inventories and supplies, as well as all trade, advertising and
          promotional literature and displays; 

                    (c)  all accounts and other amounts receivable of
          Assignors (but excluding credit card accounts receivable) and all
          other rights to payment, causes of action, claims and rights of
          recovery, including without limitation under warranties and the
          like;

                    (d)  those contracts, leases and agreements assumed by
          Assignee pursuant to the Agreement and Assignors' rights and
          benefits thereunder;

                    (e)  all transferable licenses and permits and all
          patents, trademarks, trade names, service names, service marks,
          copyrights, know-how and other proprietary information and
          rights, including the entire right to use the names "Beacon",
          "Beacon Auto Parts", "Greene Motor Equipment Company" and "Auto
          Parts Distributors";

                    (f)  all computer equipment, computer software,
          programs, manuals, documentation, user guides, files, discs and
          other storage media;

                    (g)  all customer and vendor lists and files, the right
          to receive mail and other communications and shipments of
          merchandise addressed to any of Assignors; 

                    (h)  all insurance proceeds and rights to insurance
          proceeds relating to any of the foregoing;

                    (i)  all of the business and goodwill of each of
          Assignors as a going concern; and

                    (j)  all customer and vendor sales and purchase records
          and all other financial and other books and records relating to
          any of the Purchased Assets and/or Assumed Liabilities (as
          defined in the Liabilities Undertaking executed and delivered
          pursuant to the Agreement) and/or any other aspect the Business
          (as defined in the Agreement).

                    It is acknowledged that the Purchased Assets sold,
          assigned, transferred and conveyed to RAPI hereunder are limited
          to accounts receivable having an aggregate value of $1,000,000
          and that all other properties, assets and rights sold, assigned,
          transferred and conveyed hereunder are sold, assigned,
          transferred and conveyed to Assignee, its successors and assigns.

                    Each of Assignors hereby authorizes and grants its
          power of attorney to Assignee and appoints Assignee and the
          officers thereof as each of Assignors' attorney-in-fact to take
          any appropriate action in connection with any of the
          aforementioned properties, assets and rights, in the name of any
          of Assignors or in its own or any other name but at its own
          expense, it being understood that this authorization and power of
          attorney are coupled with an interest and irrevocable.

                    TO HAVE AND TO HOLD the aforementioned properties,
          assets and rights unto the said Assignee, its successors and
          assigns, and to the extent herein provided to RAPI, its
          successors and assigns, to and for the use thereof forever.
                
                                          

                    IN WITNESS WHEREOF, Assignors have caused this
          instrument to be duly executed as of _____________________.

                                        BEACON AUTO PARTS COMPANY


                                        By:______________________________
                                           Fred J. Pisciotta, President


                                        BEACON AUTO PARTS COMPANY


                                        By:____________________________
                                        Fred J. Pisciotta, Trustee

                                          

                              SCHEDULE A TO BILL OF SALE


                    [Assets listed in attachment to Schedule 4.9(b) of the
          Disclosure Schedule.]
                               

                                     SCHEDULE 1.2
                               
                                   PERMITTED LIENS 

                    None.



                         
                                                               Schedule 2.1

                     Computation and Payment of Agreement Amount


                    (a)  Agreement Amount.  The Agreement Amount shall
          consist of the sum of the Purchase Price (as hereinafter
          defined), plus the Buyer Contingent Amount (as hereinafter
          defined), minus the Seller Contingent Amount (as hereinafter
          defined), plus the $500,000 in respect of and allocated to the
          Non-Competition Undertaking (as provided therein).

                    (b)  Purchase Price.  The Purchase Price shall be equal
          to the sum of (i) an amount equal to the Fixed Assets/Goodwill
          Value, plus (ii) an amount equal to the "Inventory Value", plus
          (iii) an amount equal to the "Receivables Value", plus (iv) an
          amount equal to the "Prepaids Value", minus (iv) the amount of
          all "Accounts Payable and Other Liabilities".  

                    (c)  Fixed Asset/Goodwill Value.  For purposes hereof,
          the "Fixed Asset/Goodwill Value" shall be fixed at $5,172,000, as
          the same may be adjusted pursuant to this paragraph (c), and, if
          applicable, as the same may be reduced pursuant to Section 2.6 of
          the Agreement.  The portion of the Fixed Asset/Goodwill Value
          allocable to the machinery, equipment and other depreciable
          tangible fixed assets included in the Purchased Assets (the
          "Fixed Asset Value") shall be determined on the basis of a third
          party appraisal procured by RAPI.  In the event the Fixed Asset
          Value established shall exceed the aggregate net book value of
          the machinery, equipment and other depreciable tangible fixed
          assets included in the Purchased Assets by more than $1,000,000,
          then there shall be added to the Fixed Asset/Goodwill Value an
          amount equal to 15.278% of the lesser of (i) such excess and (ii)
          the amount of the depreciation deductions theretofore recognized
          by Company in respect of such fixed assets which are subject to
          recapture by virtue of the asset sale transaction provided for in
          the Agreement.

                    (d)  Inventory Value.  The term "Inventory Value" shall
          mean the aggregate net value of those items of Sellers' inventory
          included in the Purchased Assets, as hereinafter determined and
          as reflected on the "Statement of Assets and Payables".  

                    (e)  Receivables Value.  The term "Receivables Value"
          shall mean the net value of all trade account receivable (other
          than credit card receivables) of Sellers as of the Closing Date,
          to the extent arising from bona fide transactions in the ordinary
          course of business, with third parties not directly or indirectly
          affiliated with any of Sellers or any stockholder of Company, and
          to the extent the same have not been written off and are not
          eligible for write-off in accordance with Company's customary
          practice (the "Purchased Receivables").  The Purchased 
          Receivables shall be initially valued at 100% of the face amount
          thereof as of the Closing Date, net of and after deduction of the
          amount of all discounts and other applicable adjustments allowed
          by Seller (but there shall be no deduction for prompt payment
          discounts) (the "Initial Purchased Receivables Value").  If by
          the 120th day after the Closing the Initial Purchased Receivables
          Value shall exceed the sum of (i) the aggregate amount of
          Purchased Receivables in fact collected, or credited as
          collected, by Buyer, plus (ii) the uncollected amount of those
          long term receivables listed on Annex A hereto which are not then
          due and payable (the "Long Term Receivables"), such excess shall
          reduce dollar-for-dollar the value of the Purchased Receivables
          and accordingly the Purchase Price.  If, on the other hand, the
          aggregate amount of Purchased Receivables in fact collected, or
          credited as collected, by Buyer by such 120th day shall exceed
          the Initial Purchased Receivables Value, the value of the
          Purchased Receivables and accordingly the Purchase Price shall be
          increased by the amount of such excess.

                    (f)  Prepaids Value.  The term "Prepaids Value" shall
          be the net cost basis as of the Closing Date of those prepaid
          items designated on Annex B hereto and included in the Purchased
          Assets which are usable in the ordinary course of Buyer's
          Business.

                    (g)  Accounts Payable and Other Liabilities.  The term
          "Accounts Payable and Other Liabilities" shall mean the aggregate
          anticipated future amount of all accounts payable and accrued
          expenses payable (including without limitation accrued vacation
          and sick pay and an appropriately prorated accrual for
          anticipated future bonuses) and other indebtedness and
          liabilities of any of Sellers as of the Closing Date of the type
          covered by the Liabilities Undertaking and required in accordance
          with generally accepted accounting principles to be reflected on
          a balance sheet of any of Sellers as of the Closing Date.

                    (h)  Statement of Assets and Payables.  The term
          "Statement of Assets and Payables" shall mean a statement showing
          the Fixed Asset/Goodwill Value (allocated as provided in Schedule
          2.4 to the Agreement), the Inventory Value, the Receivables
          Value, the Prepaids Value, and the amount of the Accounts Payable
          and Other Liabilities, all as of the Closing Date, and to be
          prepared within 120 days after the Closing Date, jointly by Buyer
          and Sellers from the books and records of Sellers and in
          accordance with this Schedule 2.1.

                    (i)  Computation of Inventory Value.  In computing the
          Inventory Value, the following shall apply:  (i)  Except as
          provided and subject to the adjustments set forth herein,
          Sellers' automotive parts and accessories inventory (excluding
          items referred to in any of clauses (ii) through (viii) below,
          which shall be valued if and as indicated in said clauses (ii)
          through (viii), as the case may be) constituting Purchased Assets
          will be valued at current jobber net price as of the Closing Date
          for such items, less all normal line and warehouse discounts
          (such price less such discounts being herein called the
          "Warehouse Price" for the item in question), and, in all such
          cases, will, if and as may be required by Buyer, be computed and
          so valued on the basis of complete physical counts conducted no
          later than the close of business on or about the last business
          day preceding the Closing Date, or on the basis of the quantities
          reflected in Sellers' records as tested and adjusted on the basis
          of such sampling technique(s) as Buyer shall reasonably select,
          supplemented by a rolling forward to the Closing Date based on
          actual invoices and receipts; it being understood, however, that
          Excluded Inventory (as hereinafter defined) shall not be included
          or valued on the Statement of Assets and Payables; and it being
          further understood that if Sellers are not satisfied with the
          results of Buyer's sampling, and wish to rely instead on a
          complete physical inventory, Sellers may so elect to require such
          complete physical inventory by prompt written notice from Sellers
          to Buyer prior to the Closing, in which event such complete
          physical inventory shall be conducted, at the election of Buyer,
          prior to the Closing or on the first weekend after the Closing,
          and the results thereof shall be adjusted by a rolling forward or
          back, as the case may be, to the Closing Date based on actual
          invoices and receipts.  

                         (ii) Obsolete Inventory (as hereinafter defined)
          and damaged inventory will be reflected on the Statement of
          Assets and Payables at no dollar value.  As used herein,
          "Obsolete Inventory" means inventory designated on its
          manufacturer's or vendor's catalog or price sheet or any
          supplement to any of the foregoing, or on any supplemental
          product literature or sales bulletin, as not eligible for a
          return for full cash credit or with any designation of similar
          effect, or inventory (other than oils, chemicals and certain
          accessories items which under standard industry practice are not
          customarily returnable to the third party supplier thereof in the
          first instance) which is otherwise not returnable by Buyer for
          full cash credit at then current Warehouse Price to the original
          third party supplier thereof to Sellers.

                         (iii)  Special order items and shop work, both
          completed and in-process, to the extent ordered or performed
          pursuant to outstanding bona fide orders, shall be valued at
          actual net cost of parts, transportation and direct labor
          expended as of the Closing Date.

                         (iv) Cores and defective items under warranty
          awaiting return to the vendor for full credit shall be valued at
          cost.

                         (v)   No value shall be reflected for any debit
          memoranda or similar items relating to inventory returned to
          manufacturers or vendors for credit.  Debit memoranda which are
          specifically identified in writing by Trust to Buyer prior to the
          Closing shall be deemed property of Trust and any amounts in
          respect thereof collected by Buyer or credits received by Buyer
          after the Closing shall be remitted by Buyer to Trust.

                         (vi) "Excluded Inventory" shall mean all products
          (A) not included and reported on Company's most recent sales
          analysis report prepared in the ordinary course of business and
          as heretofore delivered to Buyer in connection with the execution
          and delivery of this Agreement or thereafter not continuously
          included and reported through the Closing on each subsequent
          sales analysis prepared in the ordinary course of business
          consistent with past practice, or (B) listed on Annex C to this
          Schedule 2.1.

                         (vii)  Rebates received after the Closing and
          earned in respect of purchases of inventory by any Seller prior
          to the Closing Date shall be included in the Purchased Assets but
          shall not be given any dollar value on the Statement of Assets
          and Payables.

                         (viii)  No value will be assigned to consignment
          inventory.

                    (j)  Estimated Purchase Price.  During the period from
          the fifth day to the first day before the Closing, Trust and
          Buyer, on the basis of regularly prepared accounts receivables
          runs, physical inventories and other inventory records as shall
          then be available to them, shall cooperate to mutually determine
          in good faith an estimate of the Purchase Price based on an
          estimated Statement of Assets and Payables as of the Closing
          Date, and utilizing the valuation measures set forth in this
          Schedule 2.1 (the "Estimated Purchase Price").  If the parties
          are unable to so agree on such estimated Statement of Assets and
          Payables, Buyer at its option may require that the Estimated
          Statement of Assets and Payables set forth as Schedule 4.5(b) of
          the Disclosure Schedule be used for the purposes of this
          paragraph (j) and as the basis for the calculation of the
          Estimated Purchase Price.

                    (k)  RAPI Shares; Note; Cash Payment.  At the Closing,
          Buyer will (A) deliver to Trust a number of whole shares of
          common stock of RAPI ("RAPI Common Stock"), such that the product
          of such number of shares (the "RAPI Shares"), multiplied by the
          Per Share Value (determined as hereinafter provided), shall equal
          $1,000,000 (after taking into consideration the value of any
          fractional share), and (B) deliver to Trust a subordinated
          promissory note of Buyer in the principal amount of $2,000,000
          bearing interest at an annual rate of 7.055% and in the form of
          Exhibit 3.3(b) to the Agreement (the "Note"), and (C) pay in
          accordance with Schedule 3.3(a) to this Agreement, by wire
          transfer, a sum (the "Cash Payment") equal the amount by which
          90% of the Estimated Purchase Price exceeds $3,000,000.

                    (l)  Per Share Value.  The term "Per Share Value" shall
          mean the average of the Market Prices per share of RAPI Common
          Stock for the 40 consecutive Trading Days ending with the fifth
          day before the Closing Date.  The term "Market Price per share of
          RAPI Common Stock" for any Trading Day shall mean the closing
          sale price for the RAPI Common Stock on such Trading Day as
          published by the National Association of Securities Dealers
          Automated Quotation System ("NASDAQ") (or, if no such closing
          sale price is so published, the average of the closing bid and
          asked prices for the RAPI Common Stock on such Trading Day, as
          furnished by any New York Stock Exchange member firm selected by
          RAPI from time to time for such purpose.  The term "Trading Day"
          shall mean any day on which trading takes place and prices
          reflecting such trading are generally published by NASDAQ. 
          Anything to the contrary contained herein, notwithstanding, if
          the calculation under paragraph (k) above requires a fractional
          share to reach such $1,000,000 in aggregate Per Share Value for
          the RAPI Shares, no such fractional share shall be issued and in
          lieu thereof the value of such fractional share (based on Per
          Share Value) shall be paid in cash at the Closing.

                    (m)  Adjustment in Favor of Trust.  At the Settlement
          (as hereinafter defined), Buyer will promptly pay to Trust (A)
          the amount (the "Buyer Adjustment Amount") by which the Purchase
          Price exceeds the sum of (i) the Cash Payment plus (ii)
          $3,000,000, plus (B) interest on the Buyer Adjustment Amount, at
          the rate of 10% per annum from the Closing Date to the date of
          payment thereof.

                    (n)   Adjustment in Favor of Buyer.  In the event the
          sum of (i) the Cash Payment plus (ii) $3,000,000 shall exceed the
          Purchase Price, the Selling Parties shall promptly pay to Buyer
          at the Settlement (A) an amount (the "Seller Adjustment Amount")
          equal to such excess, plus (B) interest on the Seller Adjustment
          Amount at the rate of 10% per annum from the Closing Date to the
          date of payment thereof.

                    (o)  Uncollected Receivables.  At the Settlement, Buyer
          shall deliver to Trust a list of the Purchased Receivables, other
          than the Long Term Receivables, that remain uncollected as of the
          Settlement Date (the "Uncollected Receivables").  The Long Term
          Receivables shall remain the property of Buyer.  Following the
          Settlement Date, the Uncollected Receivables shall be deemed the
          property of Trust and Buyer shall remit to Trust on a monthly
          basis all amounts in fact collected by Buyer in respect of the
          Uncollected Receivables, net of all out-of-pocket costs and
          reasonable expenses incurred by Buyer in connection with the
          collection thereof (it being understood that Buyer will in no
          event be required to incur any cost or expense or resort to
          litigation or similar collection efforts).  Trust shall from and
          after the 180th day after the Closing be entitled, at its sole
          cost and expense, to collect the Uncollected Receivables in its
          own name and as it deems appropriate.

                    (p)  Settlement.  The Settlement shall take place at
          10:00 a.m., local time, at the offices of Buyer on a date no
          later than 10 business days after the completion of the Statement
          of Assets and Payables, but in no event earlier than the 120th
          day, or later than the 180th day, after the Closing Date (such
          day being called the "Settlement Date"), or such other time and
          place as the parties may agree upon.

                    (q)  Disputes.  Trust and Buyer agree to use their best
          efforts to reach agreement upon any disputed portion of the
          Statement of Assets and Payables (the "Disputed Items").  Any
          Disputed Items remaining unresolved on the 30th day after the
          originally scheduled Settlement Date shall forthwith be submitted
          to Deloitte & Touche in Pittsburgh, Pa., or to such other person
          or firm as the parties shall mutually select (said named firm or
          such other person or firm being herein called the "Arbitrator"). 
          Trust and Buyer shall promptly present their positions with
          respect to the Disputed Items to the Arbitrator, together with
          such other materials as the Arbitrator may deem appropriate.  Any
          determination by the Arbitrator with respect to any Disputed Item
          shall be final and binding on each party.  The cost of the
          Arbitrator shall be borne 50% by the Selling Parties and 50% by
          Buyer.

                    (r)  Buyer Contingent Amount; Seller Contingent Amount. 
          The "Buyer Contingent Amount" shall mean the amount determined to
          be payable by Buyer to Trust in accordance with this paragraph
          (r) (as an addition to the Agreement Amount).  The "Seller
          Contingent Amount" shall mean the amount determined to be payable
          by the Selling Parties to Buyer in accordance with this paragraph
          (r) (as a reduction of the Agreement Amount).  The Buyer
          Contingent Amount and the Seller Contingent Amount shall be
          computed as follows:

                         (i)  (A) If EBITDA (as hereinafter defined) for
          the Business as conducted by Buyer ("Business EBITDA") for the
          period from the Closing until December 31, 1995, (the "1995
          Period") shall exceed the product of (x) $1,139,000 times (y) a
          fraction, the numerator of which is the number of days from the
          Closing Date to December 31, 1995 and the denominator of which
          shall be 184 (the "1995 Base Amount"), then Buyer shall pay to
          Trust an amount (the "1995 Buyer Payment") equal to the product
          of (x) 1.45 times (y) such excess.  

                              (B) If the 1995 Base Amount shall exceed
          Business EBITDA for the 1995 Period, then the Selling Parties
          shall pay to the Buyer an amount (the "1995 Seller Payment")
          equal to the product of (x) 0.58 times (y) such excess.
          
                        (ii) (A) If the cumulative Business EBITDA for the
          period from the Closing until December 31, 1996 (the "1996
          Period") shall exceed the sum (the "1996 Base Amount") of (x) the
          1995 Base Amount plus (y) $2,360,000, then Buyer shall pay to
          Trust the amount (the "1996 Buyer Payment") by which (1) the sum
          of (A) the product of (x) 1.45 times (y) such excess, plus (B)
          the 1995 Seller Payment, exceeds (2) the 1995 Buyer Payment.  

                              (B)  If the 1996 Base Amount shall exceed the
          cumulative Business EBITDA for the 1996 Period, then the Selling
          Parties shall pay to Buyer the amount (the "1996 Seller Payment")
          by which (1) the sum of (A) the product of (x) 0.58 times (y)
          such excess, plus (B) the 1995 Buyer Payment, exceeds (2) the
          1995 Seller Payment.

                         (iii)  (A) If the cumulative Business EBITDA for
          the period from the Closing Date to December 31, 1997 (the "1997
          Period") shall exceed the sum (the "1997 Base Amount") of (x) the
          1996 Base Amount plus (y) $2,471,000, then Buyer shall pay to
          Trust the amount (the "1997 Buyer Payment") by which (1) the sum
          of (A) the product of (x) 1.45 times (y) such excess, plus (B)
          the sum of the 1995 Seller Payment plus the 1996 Seller Payment,
          exceeds (2) the sum of (x) the 1995 Buyer Payment plus (y) the
          1996 Buyer Payment.  

                              (B)  If the 1997 Base Amount exceeds the
          cumulative Business EBITDA for the 1997 Period, then the Selling
          Parties shall pay to Buyer the amount (the "1997 Seller Payment")
          by which (1) the sum of (A) the product of (x) 0.58 times (y)
          such excess, plus (B) the sum of the 1995 Buyer Payment plus the
          1996 Buyer Payment, exceeds (2) the sum of (x) the 1995 Seller
          Payment plus (y) the 1996 Seller Payment.

                         (iv) "EBITDA" shall mean earnings before interest,
          taxes, depreciation and amortization fairly allocable to the
          Business as operated and conducted by Buyer from and after the
          Closing, and as determined and adjusted in accordance with this
          Schedule 2.1.  EBITDA shall be determined by Buyer for each of
          the 1995 Period, the 1996 Period and the 1997 Period (each a
          "Period") in good faith, in accordance with generally accepted
          accounting principles consistently applied with those accounting
          principles used in the 1994 audited Financial Statements, and
          with adjustments similar to those provided for in the final pro
          forma calculation of Company's 1994 net income used by the
          parties to arrive at the original Base Amounts, subject, however,
          to the modifications and other matters referred to in paragraph
          (v) below.
           
                         (v)  For purposes of determining Business EBITDA,
          the following points and modifications shall apply:

                              (A)  There shall be no allocation of a
          headquarter's fee or RAPI or RAPSI general corporate overhead to
          Business EBITDA (it being understood, however, that costs and
          expenses fairly allocable to the Business even if incurred, paid
          or managed by Buyer's or RAPI's headquarters or general office
          staff shall nevertheless be deemed costs and expenses of and
          allocated to the Business for purposes of computing Business
          EBITDA).

                              (B)  All rebates received after the Closing
          in respect of purchases of inventory by Sellers prior to the
          Closing (as contemplated by subparagraph (i)(vii) above) or by
          the Business after the Closing will be considered earnings for
          purposes of the Business EBITDA calculation and will be allocated
          to the Period in which they are received.

                              (C)  Operating leases entered into by the
          Business after Closing for motor vehicles and for other equipment
          (as well as the leases for five motor vehicles entered into
          between 1/1/95 and the date hereof) will be excluded for Business
          EBITDA and treated as if they had been acquired as is consistent
          with Company's historical treatment of such items, and motor
          vehicles and other equipment purchased by the Business but which
          are of a type or which replace items historically leased by
          Company shall be treated as if leased in a manner consistent with
          past practice for purposes of determining Business EBITDA.

                              (D)  The Base Amounts contemplate that the
          Business, as a division of Buyer, may continue to acquire an
          average of one store per calendar year including the expectation
          that one additional store may be acquired prior to December 31,
          1995.  It is also understood that if a store is not acquired in
          any Period, the Base Amounts nevertheless reflect the possibility
          of the acquisition of an additional store in a subsequent Period.

                              (E)  Business EBITDA will not reflect any
          expense for the allocation of outside accounting audits, general
          corporate legal services or interest or fees associated with
          RAPI's general credit facility.  However, expenses associated
          with bookkeeping and accounting for the Business and/or with
          legal fees attributable to matters directly relating to or
          involving the Business, and banking fees and expenses either
          associated with the maintenance or use of bank accounts or
          services by or for, or otherwise directly related to, the
          Business shall be charged to Business EBITDA.

                              (F)  Any discretionary bonuses or similar
          compensation paid to Fred Pisciotta or John Wieder in addition to
          their base salaries will not be allocated to the Business. 
          However, general employment benefits and charges allocable to
          either of such individuals, including benefits under group or
          Business-wide or company-wide plans or arrangements shall be
          allocated to the Business.

                                (G)  Cost of products sold shall be
          determined using the last in, first out ("LIFO") method in
          accordance with Buyer's past practices; provided that the LIFO
          reserve calculation for the 1995 Period will be based either on
          actual price increases during the 1995 Period or on a prorated
          portion of Buyer's annual rate(s) of price increases for 1995 
          (based on the portion of the 1995 calendar year represented by 
          the 1995 Period).

                              (H)  Cost and expense savings, attributable
          to RAPI's or Buyer's superior buying power, including for example
          insurance cost savings and other cost savings based on volume
          purchases, shall be excluded from the computation of Business
          EBITDA, it being understood that for this purpose Business EBITDA
          is to be computed, to the extent feasible, as if the Business
          were a stand-alone entity.

                              (I)  All wages, salary and other compensation
          shall be maintained, and future increases or decreases thereto
          shall be made, in accordance with Buyer's general policies.

                         (vi) It is anticipated, based on information
          heretofore furnished to Buyer by Seller, that the Business will
          continue to require capital expenditures (including expenditures
          for the purchase of additional vehicles and replacement of
          obsolete vehicles or other fixed assets) of up to $500,000 per
          annum in the aggregate (including for this purpose as if
          purchased the fair market value of items obtained under operating
          leases).  The 1995 Base Amount, the 1996 Base Amount and the 1997
          Base Amount referred to in this Section 2.1 (collectively the
          "Base Amounts") are based on the assumption that such practice
          will continue.

                         (vii)  In the event Buyer shall discharge
          Stockholder from his employment with Buyer prior to the end of
          the 1997 Period, other than (x) for "cause" (as defined in his
          employment agreement with Buyer), or (y) by reason of
          Stockholder's disability or death, or (z) following written
          notice from Stockholder of his intention to terminate employment
          with Buyer, then:

                              (A)  Depending on when such discharge shall
          occur: (1) if such discharge occurs during the 1995 Period, the
          1995 Base Amount shall be reduced to 80% of the 1995 Base Amount
          specified in paragraph (r)(i) above (the "Adjusted 1995 Base
          Amount); the 1996 Base Amount shall be reduced to the sum of the
          Adjusted 1995 Base Amount plus $1,888,000 (the "Adjusted 1996
          Base Amount"); and the 1997 Base Amount shall be reduced to the
          sum of the Adjusted 1996 Base Amount plus $1,976,800; (2) if such
          discharge occurs during the 1996 Period, the 1996 Base Amount
          shall be reduced to the sum of the 1995 Base Amount (without
          adjustment pursuant to clause (1) immediately above) plus
          $1,888,000); and the 1997 Base Amount shall be reduced to the sum
          of the 1995 Base Amount (without adjustment pursuant to clause
          (1) immediately above) plus $1,888,000 plus $1,976,800; and (3)
          if such discharge occurs during the 1997 Period, the 1997 Base
          Amount shall be reduced to the sum of the 1996 Base Amount
          (without adjustment pursuant to clause (2) immediately above)
          plus $1,976,800.

                              (B)  Sellers shall cease to have any
          obligation to pay any Seller Contingent Amount in respect of the
          Period in which such discharge occurs or any subsequent Period.

                         (viii)  In no event shall the sum of (1) the 1995
          Buyer Payment, plus (2) the 1996 Buyer Payment, plus (B) the 1997
          Buyer Payment, exceed, in the aggregate, the sum of (A)
          $2,500,000 plus (B) the sum of (x) the 1995 Seller Payment plus
          (y) the 1996 Seller Payment.

                         (ix)  In no event shall the sum of the (1) 1995
          Seller Payment, plus (2) the 1996 Seller Payment plus (3) the
          1997 Seller Payment, exceed, in the aggregate, the sum of (A)
          $500,000 plus (B) the sum of (x) the 1995 Buyer Payment plus (y)
          the 1996 Buyer Payment.

                         (x)  Buyer shall provide the Selling Parties with
          detailed worksheets reflecting its determination of Business
          EBITDA not later than 90 days after the end of the relevant
          Period.  In the event the Selling Parties shall dispute the
          compliance of Buyer's calculation of Business EBITDA with the
          provisions of this Schedule 2.1, the parties shall endeavor in
          good faith, for a period of 30 days from the providing of such
          worksheets, to resolve such dispute amicably.  If they are unable
          to so effect such resolution within such 30-day period, the
          dispute shall be promptly submitted to the Arbitrator.  The
          determination of the Arbitrator shall be final and binding on
          each party, and the cost of the Arbitrator shall be borne 50% by
          the Selling Parties and 50% by Buyer.

                         (xi)  Each installment of the Buyer Contingent
          Amount shall be paid by Buyer to Trust within 10 days after the
          determination thereof with respect to the Period to which such
          installment applies.  Each installment of the Seller Contingent
          Amount shall be paid by the Selling Parties to Buyer within 10
          days after the determination thereof with respect to the Period
          to which such installment applies.  Each payment of the Buyer
          Contingent Amount or the Seller Contingent Amount shall include
          interest thereon at a rate of ten (10) percent per annum thereon
          accruing from and after the 120th day after the end of the Period
          to which such payment relates to the date of payment.



                                       ANNEX A


                                                  Maximum Amount

          Mitchell Long Computer Acct.            $ 19,000

          Store Consignment Accounts              $ 40,000 (in the
                                                        aggregate)

          Store Premium Accounts with 
            preferred customers                   $ 20,000 (in the
                                                        aggregate)



                                        ANNEX B

                                                  Maximum Amount 
                                                  (in the aggregate)

          Sales Premiums/Promotional items        $ 1,000

          Prepaid Advertising Costs               $50,000

          Deposits (Utility, UPS, Leases)
            (in event transferable to Maker)      $ 3,000

          Claims Receivable                       $20,000

          Prepaid Supplies                        $50,000

                                        


                                       ANNEX C

                                         None



                                                                Exhibit 2.2


                               LIABILITIES UNDERTAKING


                    LIABILITIES UNDERTAKING, dated as of ____________,
          1995, by Republic Automotive Parts Sales, Inc., a Delaware
          corporation ("Buyer"), in favor of Beacon Auto Parts Company, a
          Delaware corporation ("Company") and Beacon Auto Parts Company, a
          Pennsylvania business trust ("Trust", and, together with Company,
          "Sellers").


                                 W I T N E S S E T H:

                    WHEREAS, pursuant to an Agreement of Purchase and Sale
          of Assets, dated as of _________, 1995, among Buyer, Sellers and
          certain other parties (the "Agreement"; capitalized terms used
          but not defined herein are used with the definitions given them
          in the Agreement), Sellers have concurrently herewith sold,
          assigned, transferred, conveyed and delivered the Purchased
          Assets to Buyer; and

                    WHEREAS, in partial consideration therefor, the
          Agreement requires Buyer to execute and deliver to Sellers this
          Liabilities Undertaking;

                    NOW, THEREFORE, in consideration of the premises and
          other good and valuable consideration, the receipt of which by
          Buyer is hereby acknowledged, Buyer hereby agrees as follows:

                    1.   Buyer hereby undertakes, assumes and agrees,
          subject to the limitations contained herein, to perform, pay or
          discharge, in accordance with the terms thereof and as and when
          due, the following (the "Assumed Liabilities"):

                         (a)  the unperformed and unfulfilled obligations
          of Sellers accruing from and after [the Closing Date] (with
          respect to periods commencing on or after [the Closing Date]
          under the contracts, leases and agreements listed on Schedule A
          hereto and expressly assigned to Buyer pursuant to the Agreement,
          and which, in all cases, conform to the representations and
          warranties with respect thereto contained in the Agreement; and

                         (b)  all trade accounts payable and accrued
          business expenses of Sellers (including without limitation,
          accrued vacation and sick pay) as of [the Closing Date], and the
          indebtedness of Company under the capitalized leases identified
          in Schedule B hereto, but in each case only to the extent of the 
          amount thereof in fact set forth in the definitive Statement of 
          Assets and Payables prepared pursuant to Schedule 2.1 of the 
          Agreement and accordingly deducted in computing the Purchase 
          Price under the Agreement.

                    Notwithstanding anything to the contrary contained
          herein, the Assumed Liabilities shall not include any:

                              (A)  brokerage, finder's fee and other costs
          and expenses incurred in connection with the negotiation,
          execution and/or consummation of the Agreement and/or the
          transactions contemplated thereby; or

                              (B)  debts, liabilities or obligations of any
          nature to any past or present stockholder of or holder of any
          beneficial interest in any of Sellers or to any direct or
          indirect affiliate or member of the family of any of them; or

                              (C)  income or franchise Taxes;

                              (D)  liabilities or obligations under, with
          respect to, or arising out of any of the Employee Benefit Plans;
          or

                              (E)  liabilities or obligations of Sellers in
          respect of or resulting or arising from or out of any claims for
          personal injury or property damage, any litigation, arbitration
          or other legal proceeding, any environmental, health or safety
          matter or any Hazardous Substance, any antitrust or
          anticompetition matter or claim, any actual or alleged
          infringement or violation of any proprietary right, any actual or
          alleged breach, violation, non-performance or non-compliance of
          or with any contract, commitment or obligation, whether imposed
          by law, rule, regulation, order, decree or otherwise.

                    2.   Nothing contained herein shall require Buyer to
          pay, perform or discharge any liabilities or obligations
          expressly assumed hereby so long as Buyer shall in good faith
          contest the amount or validity thereof.

                    3.   Other than as specifically stated herein, Buyer
          does not assume any account payable, debt, commitment, Tax
          payable, liability or obligation of, or claim or cause of action
          against, any of Sellers, of any kind or nature whatsoever,
          whether by this Liabilities Undertaking or the Agreement, whether
          absolute or contingent, whether known or unknown, whether or not
          connected with the Business or the Purchased Assets, and whether
          arising out of any debt, liability or obligation in respect of
          any act, occurrence, agreement or state of facts in effect
          before, on or after the Closing Date, and it is expressly
          understood and agreed that all accounts payable, debts,
          commitments, Taxes payable, liabilities, obligations, claims and
          causes of action not expressly assumed hereunder by Buyer shall
          remain the sole obligation and responsibility of Sellers.

                    4.   This Liabilities Undertaking shall be binding upon
          the successors and assigns of Buyer.

                    5.   No person, firm or corporation other than the
          Selling Parties shall have any rights under or by reason of this
          Liabilities Undertaking or the provisions contained herein.


                                        REPUBLIC AUTOMOTIVE PARTS SALES,
                                        INC.

                                        By: ___________________________


                                                              
                                                               Schedule 2.3
                             NON-COMPETITION UNDERTAKING

                    1.  Each of the Selling Parties will not and will not
          permit any or any person or entity directly or indirectly (alone
          or together with others) controlling, controlled by, affiliated
          with or related to, any of the Selling Parties (collectively
          "Seller Affiliates"), to, for a period of five years from the
          Closing Date (the "Limited Period"):

                         (a)  directly or indirectly, anywhere within the
          Commonwealth of Pennsylvania (the "Territory"), own, manage,
          operate or control, or participate in the ownership, management,
          operation or control of, or be connected with or have any
          interest in, as a stockholder, agent, consultant, partner or
          otherwise, or refer or exploit any customers, business or
          opportunities to or with, or otherwise assist in any manner, (i)
          any business which sells, distributes or provides automotive
          products or any other products or services which have been sold,
          distributed or provided by any of Sellers or which are
          competitive therewith or (ii) any other business which is
          competitive within the Territory with any business heretofore
          conducted by any of Sellers and/or hereafter conducted by Buyer
          or any of its subsidiaries or affiliates and related or similar
          to any of the business activities heretofore conducted by any of
          Sellers; provided that the foregoing shall not prohibit the
          Selling Parties from owning in the aggregate less than 1% of any
          class of securities listed on a national securities exchange or
          traded publicly in the over-the-counter market; and provided
          further that the foregoing shall not apply to the acceptance by
          Stockholder of a position with, or the acquisition of or of an
          interest in, an automotive parts manufacturer or the acceptance
          by Stockholder of a position with, or the acquisition of or an
          interest in, a business engaged exclusively in owning or
          operating retail automotive repair and service centers; or

                         (b)  without the express prior written consent of
          Buyer, directly or indirectly employ or attempt to employ, or
          knowingly arrange or solicit to have any other person or entity
          employ, any person who heretofore has been, or is, on the date
          hereof or hereafter, in the employ of Buyer, or who has
          heretofore been in their employ of Seller and becomes or has
          become an employee of Buyer; provided that this clause (b) shall
          not apply to the son of Stockholder to the extent applicable to
          the employment of such named individual in an enterprise which is
          not engaged in any business which sells, distributes or provides
          automotive products or any other products or service which have
          been sold, distributed or provided by any of Sellers or which are
          competitive therewith in the Territory or in any of the states
          contiguous thereto.

                    2.  Each of the Selling Parties will not, and will not
          permit any of the Seller Affiliates to, during the Limited Period
          and at all times thereafter, divulge or make available to any
          person or entity, except as expressly consented to in writing by
          Buyer, or use, any confidential information or any documents,
          files or other papers concerning the business or financial
          affairs of Buyer and/or the Business and/or any assets,
          properties or rights relating to or derived from the Business,
          except such disclosure which is otherwise required by applicable
          law or regulations.  

                    3.  In the event that any of the provisions contained
          in this Schedule would be held to be invalid, prohibited or
          unenforceable in any jurisdiction for any reason because of the
          scope, duration or area of its applicability or for other
          reasons, unless narrowed by construction, such provision shall
          for purposes of such jurisdiction only, be construed as if such
          invalid, prohibited or unenforceable provision had been more
          narrowly drawn so as not to be invalid, prohibited or
          unenforceable (or if such language cannot be drawn narrowly
          enough, the court making any such determination shall have the
          power to modify, to the extent necessary to make such provision
          or provisions enforceable in such jurisdiction, such scope,
          duration or area or all of them, and such provision shall then be
          applicable in such modified form).  If, notwithstanding the
          foregoing, any such provision would be held to be invalid,
          prohibited or unenforceable in any jurisdiction for any reason,
          such provision, as to such jurisdiction only, shall be
          ineffective to the extent of such invalidity, prohibition or
          unenforceability, without invalidating the remaining provisions
          of this Schedule.  No narrowed construction, court-modification
          or invalidation of any provision shall affect the construction,
          validity or enforceability of such provision in any other
          jurisdiction. Subject to the foregoing, in case any one or more
          of the provisions contained in this Schedule should be invalid,
          illegal or unenforceable in any respect, the validity, legality
          and enforceability of the remaining provisions contained herein
          shall not be affected in any way thereby.

                    4.  Since Buyer will be irreparably damaged if the
          provisions hereof are not specifically enforced, Buyer shall be
          entitled to an injunction restraining any violation or attempted
          violation of any of the provisions of this Schedule (without any
          bond or other security being required), or any other appropriate
          decree of specific performance.  Such remedies shall not be
          exclusive and shall be in addition to any other remedy which
          Buyer may have.

                    5.  If the Closing shall occur under the Agreement,
          then in consideration for the obligations set forth in this
          Schedule, and the Selling Parties' continuing compliance with the
          provisions hereof, Buyer will pay to Trust the sum of $500,000 in
          twenty (20) equal quarterly installments of $25,000 each, on or
          before the last day of each of the 20 consecutive calendar
          quarters, commencing with the first full calendar quarter after
          the Closing Date.  Buyer shall be entitled, at its option, to
          prepay any or all of such installments.




                                     SCHEDULE 2.4


          Purchase Assets                    Allocation of Purchase Price

          Inventories                        As valued pursuant to Schedule
                                             2.1


          Accounts receivable                As valued pursuant to Schedule
                                             2.1


          Prepaid Assets                     As valued pursuant to Schedule
                                             2.1


          Machinery, equipment,              As valued by third party
          fixtures, vehicles and other       appraisal to be obtained by
          tangible fixed assets              Buyer


          Intangible property and good       Balance of purchase price not
          will                               allocated as provided above



                                                                Exhibit 2.5


                             AGREEMENT AND QUESTIONNAIRE


          Republic Automotive Parts, Inc.
          500 Wilson Pike Circle,
          Suite 115
          Brentwood, Tennessee 37024

          Gentlemen:

                    The undersigned  (the "undersigned"  or "Stockholder"),
          being a stockholder  of Beacon Auto  Parts Company,  acknowledges
          that neither  the issuance of  shares of Common Stock,  par value
          $.50 per share (the "Shares"), of Republic Automotive Parts, Inc.
          ("RAPI") to a  proposed Agreement of Purchase and  Sale of Assets
          among RAPI, Republic  Automotive Parts Sales,  Inc., Beacon  Auto
          Parts  Company, a Delaware  corporation ("Company"),  Beacon Auto
          Parts Company, Pennsylvania business trust ("Trust"), and certain
          other parties  (the "Purchase  Agreement"),  and the  asset  sale
          transaction  contemplated thereby  (the  "Asset  Sale"), nor  any
          transfer of the Shares by  Company to the stockholders of Company
          or by Trust to the holders of beneficial interests in Trust, upon
          the  full  or  partial  liquidation  of  Company  or  Trust,   or
          otherwise, is or  will be registered under the  Securities Act of
          1933,  as amended  (the "Securities  Act"), but  rather that  the
          Shares  are to  be issued  privately on  behalf of  RAPI (and  if
          transferred  to   the  stockholders  of  the   Company,  will  be
          transferred  privately), and  solely in reliance  upon exemptions
          from the Securities Act and applicable state securities laws.

                    The   undersigned   further   acknowledges   that   the
          information contained herein is needed by RAPI in order to enable
          it to conclude that the exemptions are available and to determine
          (a) whether  an indirect  or direct investment  in the  Shares is
          suitable for the undersigned and (b)  whether the undersigned has
          such knowledge  and experience in financial  and business matters
          that  the undersigned  is capable  of  evaluating the  merits and
          risks of an indirect or direct investment in the Shares.

                    The  undersigned also  understands  that RAPI  and  its
          representatives will rely on the information contained herein for
          purposes of  such determination.    Accordingly, the  undersigned
          represents and warrants to RAPI  and its representatives that the
          information contained herein is complete and  accurate and may be
          relied upon by RAPI and its representatives, and hereby agrees to
          notify RAPI  immediately if there  is any material change  in the
          information provided  herein occurring prior  to the consummation
          of  the transactions  contemplated by  the Purchase  Agreement or
          prior to any transfer of Shares to the undersigned and to furnish
          to  RAPI  any  other  information  which  RAPI  may  request   in
          connection with the matters contemplated hereby.

                    The  undersigned  also  understands  and  agrees  that,
          although RAPI will endeavor  to keep the information provided  in
          this Agreement  and Questionnaire confidential,  RAPI may present
          this Agreement and Questionnaire  and the information provided in
          answer to it to such persons or entities as it deems advisable if
          called  upon to establish  the availability under  any federal or
          state securities laws  of an exemption  from registration of  the
          issuance of Shares.

                    Finally,  the undersigned  has  been advised  that  the
          consummation  of the  transactions contemplated  by the  Purchase
          Agreement and  the issuance of  Shares pursuant thereto  is among
          other things conditioned upon the covenants and agreements of the
          undersigned set forth herein.

                    Accordingly, in order  to induce RAPI to enter into and
          proceed  with  the  transactions  contemplated  by  the  Purchase
          Agreement  and for  other  good and  valuable consideration,  the
          receipt of  which is hereby acknowledged,  the undersigned hereby
          represents, warrants, covenants and agrees,  and provides certain
          information, as follows:

          A.   The undersigned hereby represents, warrants and covenants to
          RAPI as follows:

                         (i)   The  undersigned, if  an  individual, is  21
          years  of age  or  older.   The  undersigned, if  a  partnership,
          corporation, trust  or other entity, is  authorized and otherwise
          duly qualified to consent to the Asset Sale and was not formed in
          order to acquire Shares or in connection with the Asset Sale.

                         (ii)  The undersigned is a stockholder of Company,
          has reviewed the  merits of the transactions contemplated  by the
          Purchase  Agreement  and an  investment  in the  Shares  with the
          management  of Company and Trust  and with legal  and tax counsel
          and  with an investment  advisor to the  extent deemed advisable.
          The undersigned  has not  received  or relied  on any  statement,
          advice or  representation by RAPI  or any of  its representatives
          regarding  the income tax consequences  of the Asset  Sale or any
          liquidation of Company or Trust or any transfer of  Shares to the
          undersigned, and has consulted with his own legal and tax counsel
          and investment advisors regarding such consequences.

                         (iii)  The undersigned alone, or together with the
          undersigned's Stockholder Representative indicated below, and who
          has completed the Stockholder Representative Certificate attached
          as  Exhibit A  hereto,  has  such  knowledge  and  experience  in
          financial and business matters that the undersigned is capable of
          evaluating the merits and  risks of an investment in  the Shares,
          and, if a  resident of, or domiciled  in, a certain state,  meets
          any   additional   suitability   standards   applicable   to  the
          undersigned under state law.

                         (iv)  The undersigned has  had a full  opportunity
          to  ask questions of and to receive answers from a representative
          of RAPI concerning  the terms and conditions  of the transactions
          contemplated by the Purchase  Agreement and the business  of RAPI
          and  its  subsidiaries,  and  in connection  therewith  has  been
          provided with (a) RAPI's annual report on  Form 10-K for its 1994
          fiscal  year, (b)  RAPI's proxy  statement from  its  1995 Annual
          Meeting of Stockholders, (c) RAPI's quarterly report on Form 10-Q
          for the quarter ended  March 31, 1995, (d) RAPI's  certificate of
          incorporation and  bylaws, and (e) all such  other information as
          the undersigned desired in order to evaluate an investment in the
          Shares, and all  such questions  have been answered  to the  full
          satisfaction of the undersigned.

                         (v)  The   undersigned   has   been  advised   and
          understands that  an investment  in RAPI  is speculative and,  in
          connection with the matters contemplated hereby, the  undersigned
          has relied solely upon the information contained in RAPI's public
          filings   and  upon   independent  investigations  made   by  the
          undersigned.     The   undersigned  has   not  relied   upon  any
          representation  or  warranty  as  to   the  period  of  time  the
          undersigned  may be  required  to  hold  the  Shares,  or  as  to
          projected  or forecasted profits or losses which may be earned or
          incurred  by RAPI, or  any other representation  or warranty from
          RAPI or any of its affiliates, employees or agents.  In addition,
          the undersigned  is not  acquiring any Shares  as a result  of or
          subsequent  to (a)  any advertisement,  article, notice  or other
          communication  published in  any newspaper,  magazine  or similar
          media or broadcast over television or radio or (b) any seminar or
          meeting  whose attendees,  including  the  undersigned, had  been
          invited  as a result of, subsequent to  or pursuant to any of the
          foregoing.

                         (vi)  If  Company  or   Trust  is  liquidated   or
          otherwise   transfers  any   Shares  to   the   undersigned,  the
          undersigned  will acquire the Shares in good faith solely for the
          undersigned's own  account, and for investment  purposes, and not
          with   a   view   to,   or   for,   subdivision,    distribution,
          fractionalization or resale, or  for the account, in whole  or in
          part, of others.

                         (vii)  The undersigned understands that the Shares
          have not been and will not be registered under the Securities Act
          or  the  securities laws  of  certain  states, in  reliance  upon
          specific   exemptions  from  registration   thereunder,  and  the
          undersigned  agrees that no Shares may be sold, offered for sale,
          transferred,  pledged, hypothecated  or otherwise disposed  of by
          the Company  or the  undersigned, except  in compliance  with the
          Securities  Act  and  applicable  state securities  laws  and  in
          compliance  with the  provisions  of Article  6  of the  Purchase
          Agreement.  The  undersigned has  been advised that  RAPI has  no
          obligation  to  cause the  Shares  to  be  registered  under  the
          Securities  Act  or  to  comply  with  any  exemption  under  the
          Securities  Act, including but not  limited to that  set forth in
          Rule 144  promulgated under  the Securities Act,  which otherwise
          might permit  the Shares  to be  sold  by the  undersigned.   The
          undersigned  understands that  all certificates  representing the
          Shares will  bear legends  restricting the transfer  thereof, and
          indicating that  the holder  thereof is bound  by the  applicable
          terms  of   the  Purchase   Agreement  and  this   Agreement  and
          Questionnaire.

                         (viii)  The  undersigned  will cause  any proposed
          transferee  of   Shares  from  the  undersigned,   other  than  a
          transferee  who purchases  pursuant to an  effective registration
          statement satisfying  the requirements  of the Securities  Act or
          pursuant  to Rule 144 under  the Securities Act  to agree to take
          and  hold  such Shares  subject to  the  provisions and  upon the
          conditions specified herein.

                         (ix)  Prior  to  any  proposed  sale,  transfer or
          other disposition of any  Shares (other than a sale,  transfer or
          other  disposition permitted  under and  pursuant to  Rule 144(k)
          under  the Securities  Act), the  undersigned shall  give written
          notice to RAPI of such intention to effect such sale, transfer or
          other disposition.   Each such  notice shall describe  the manner
          and  circumstances  of  the  proposed  sale,  transfer  or  other
          disposition  in reasonable  detail, and  shall be  accompanied by
          either  (i) an  opinion of  counsel, and  in form  and substance,
          reasonably acceptable to RAPI, addressed  to RAPI, to the  effect
          that  the proposed  sale, transfer or  other disposition  of such
          Shares may be effected  without registration under the Securities
          Act,  or (ii)  a  "no  action"  letter,  in  form  and  substance
          reasonably acceptable  to RAPI, from the  Securities and Exchange
          Commission  (the "SEC") to the effect that such sale, transfer or
          other disposition  of such  Shares without registration  will not
          result in a recommendation by the staff of the SEC that action be
          taken with  respect thereto,  whereupon the undersigned  shall be
          entitled  to transfer such Shares in accordance with the terms of
          such  notice delivered to RAPI, subject in all cases, however, to
          any other agreement with or for the benefit of RAPI regarding the
          sale, transfer or other disposition of Shares.

                         (x)  The undersigned understands  that no  federal
          or state agency has made  any finding or determination as  to the
          fairness  of  the Asset  Sale or  the  Purchase Agreement  or any
          recommendation or endorsement of the Shares.

                         (xi)  All  information  which the  undersigned has
          provided RAPI,  including (but  not limited to)  the information,
          representations  and  warranties  of  the  undersigned  contained
          herein, is true,  correct and complete in all respects  as of the
          date  set forth below and  the undersigned agrees  to furnish any
          additional  information which RAPI may request and to notify RAPI
          immediately should any material change occur.




          B.   Stockholder Information.

               1.   Name and Tax I.D. Number

          Name of Stockholder:                                             
          Social Security or Tax I.D. Number:                              

          Name and Title of Person completing this Questionnaire:
                                                                           

               2.   Address and Telephone Number

               Address (post office box is not acceptable)
                                                                           
                    (Street)
                                                                           
                    (City)                   (State)        (Zip Code)

          Telephone Number: (   )                                          

               3.   Individual Stockholder

                    (a)  Type of Ownership (check as appropriate):

                              Individual
                              Joint tenants with rights of survivorship
                              Tenants in common
                              Community property
                              Other (indicate):

                    (b)  Date of Birth:                                    

                    (c)  Citizenship:                                      

                    (d)  State in which Registered to Vote:                

                    (e)  Occupation or Profession:                         

                    (f)  Name and Address of Employer:                     
                                                                           

                    (g)  Current Position or Title:                        

                    (h)  Office Telephone Number: (   )                    

                    (i)  Nature of Employer's Business:                    

                    (j)  How long  have you  been employed at  your current
          position?                                                        

                    (k)  If you have had more than one job in the last five
          years,  give the same information  (name and address of employer,
          nature  of business, position  or title, principal responsibility
          and years of service) with respect to each such job:
                                                                           
                                                                           
                                                                           
                                                                           

               4.   Partnership,   Corporation,   Trust  or   Other  Entity
          Stockholder.

                    (a)  Type of Entity:                                   

                    (b)  Date of Organization or Incorporation:            

                    (c)  State or other Jurisdiction in which  Organized or
          Incorporated:                                                    

                    (d)  Was this partnership, corporation, trust  or other
          entity formed for  the specific purpose  of acquiring or  holding
          shares of RAPI?

                         Yes                      No          

                    (e)  Number of shareholders, partners or beneficiaries:
                                                                           

                    (f)  Indicate whether individual shareholders, partners
          or  beneficiaries   within  the  entity  may   elect  whether  to
          participate in each investment of the entity.

                         Yes                      No          

               5.   Investment Background.

                    (a)  Qualifications (you  may answer "Yes" to more than
          one of the following questions)

                         (i)  The undersigned by reason of his business  or
          financial experience  considers himself  able to protect  his own
          interests  in connection with the investment in the Shares by the
          Company pursuant to the transactions contemplated by the Purchase
          Agreement  and/or any transfer of  Shares by Company  or Trust to
          the undersigned.

                              Yes                      No          

                         (ii)  The undersigned by reason of the business or
          financial  experience  of  his  professional  advisors (including
          those  advisors  identified  below  who have  been  consulted  in
          connection with  the  transactions contemplated  by the  Purchase
          Agreement) has  the  capacity to  protect  his own  interests  in
          connection  with the  investment in  the Shares  pursuant  to the
          transactions  contemplated by the  Purchase Agreement  and/or any
          transfer of Shares by Company or Trust to the undersigned.

                              Yes                      No          

                    Please identify the name, address  and telephone number
          of  each  professional  advisor  consulted with  respect  to  the
          proposed investment.
                                                                           
                                                                           
                                                                           

                         (iii)  The undersigned by  reason of the  business
          or  financial experience  of his  Stockholder  Representative (if
          any)  is capable  of  evaluating  the  merits  and  risk  of  the
          investment   in  the   Shares   pursuant   to  the   transactions
          contemplated  by the  Purchase Agreement  and/or any  transfer of
          Shares by Company or Trust to the undersigned.

                              Yes                      No          

                    Please identify the name, address and  telephone number
          of the  Stockholder Representative(s), if any.   Each Stockholder
          Representative   is   required   to   complete   the  Stockholder
          Representative Certificate attached as Exhibit A hereto.
                                                                           
                                                                           
                                                                           

                         (iv)  The undersigned is able to bear the economic
          risk of an investment in the Shares.

                              Yes                      No          


                         (v)  The undersigned can afford a complete loss of
          any investment in the Shares.

                              Yes                      No          

                         (vi)  Please provide  additional information which
          reflects   your  overall   business,  investment   and  financial
          experience  or  knowledge  (e.g.,  special  training,  additional
          investments):
                                                                           
                                                                           
                                                                           

                    The  information requested  in  paragraphs  (B)(3)  and
          (B)(5)  above, respectively, should be provided  in regard to the
          individual(s) who is (are)  making investment decisions on behalf
          of the partnership, corporation, trust or other entity.



          C.   Accredited Investor Criteria.

               RAPI  does  not  intend  to rely  upon  the  exemption  from
          registration afforded  by Regulation D under  the Securities Act.
          However,  representations and information as to the qualification
          of the  undersigned  under Regulation  D,  and as  an  Accredited
          Investor  (as defined in Rule 501  of Regulation D), as set forth
          below, are to be  made and provided  by the undersigned in  order
          for  RAPI to better determine whether the issuance or transfer of
          Shares  may be made in light of  the requirements of Section 4(2)
          under the Securities Act.

               For purposes  of determining  whether you are  an Accredited
          Investor, please check the applicable box below:

          [ ]       (a)  the   undersigned  is   a  natural   person  whose
               individual  net  worth*,  or  joint  net  worth*  with  that
               person's spouse,  at the time of  the undersigned's purchase
               exceeds $1,000,000;

          [ ]       (b)  the  undersigned is  a natural  person who  had an
               individual income* in excess of $200,000 in each of the  two
               most recent years or joint income with that  person's spouse
               in excess  of $300,000  in  each of  those years  and has  a
               reasonable expectation of reaching  the same income level in
               the current year;

          [ ]       (c)  the  undersigned  is  (i)  a bank  as  defined  in
               Section 3(a)(2) of the Securities Act, or a savings and loan
               association  or  other  institution as  defined  in  Section
               3(a)(5)(A)  of  the Securities  Act  whether  acting in  its
               individual or  fiduciary capacity;  (ii) a broker  or dealer
               registered pursuant to Section 15 of the Securities Exchange
               Act of  1934;  (iii)  an insurance  company  as  defined  in
               Section  2(13) of  the  Securities Act;  (iv) an  investment
               company registered under the  Investment Company Act of 1940
               or  a business  development  company as  defined in  Section
               2(a)(48) of the Act; (v) a Small Business Investment Company
               licensed  by the  U.S.  Small Business  Administration under
               Section 301(c) or (d)  of the Small Business  Investment Act
               of  1958; (vi) a plan established and maintained by a state,
               its political subdivisions, or any agency or instrumentality
               of  a state of its political subdivisions for the benefit of
               its  employees, if such plan  has total assets  in excess of
               $5,000,000,  or (vii)  an employee  benefit plan  within the
               meaning  of  Title  I  of  the  Employee  Retirement  Income
               Security  Act of 1974, if the investment decision is made by
               a plan fiduciary, as  defined in Section 3(21) of  such Act,
               which  is  either  a  bank, savings  and  loan  association,
               insurance company, or registered  investment adviser, or  if
               the  employee benefit  plan has  total  assets in  excess of
               $5,000,000  or  if  a self-directed  plan,  with  investment
               decisions  made  solely  by  persons  that  are   Accredited
               Investors;

                * For purposes of the foregoing, "net  worth" means the
          excess of total assets  at fair market value, including  home and
          personal  property, over total liabilities.   For purposes of the
          foregoing, "individual  income" means adjusted  gross income,  as
          reported  for  federal  income  tax  purposes,  less  any  income
          attributable  to a  spouse  or to  property  owned by  a  spouse,
          increased   by   the  following   (but   not   including  amounts
          attributable to a  spouse or to property owned by  a spouse): (i)
          the  amount  of tax  exempt  interest income  received,  (ii) the
          amount of losses claimed as a limited partner in a  limited part-
          nership, (iii) any deduction  claimed for depletion, (iv) amounts
          contributed to an IRA or Keogh retirement plan, (v) alimony paid,
          and  (vi) any amount by which income from long-term capital gains
          has been reduced in arriving at adjusted gross income pursuant to
          the provisions of Section 1202 of the Internal Revenue Code.

          [ ]       (d)  the undersigned is  a private business development
               company as  defined in Section 202(a)(22)  of the Investment
               Advisers Act of 1940;

          [ ]       (e)  the  undersigned is  an organization  described in
               Section 501(c)(3) of the Internal Revenue Code, corporation,
               Massachusetts or similar business trust, or partnership, not
               formed  for the  specific  purpose of  acquiring the  Shares
               offered, with total assets in excess of $5,000,000;

          [ ]       (f)  the undersigned  is a trust, with  total assets in
               excess of $5,000,000, not formed for the specific purpose of
               acquiring the Shares offered,  whose purchase is directed by
               a  person who has such knowledge and experience in financial
               and business matters  that he is  capable of evaluating  the
               merits and risks of the prospective investment;

          [ ]       (g)  the undersigned is  a entity in  which all of  the
               equity owners are accredited investors under paragraphs (a),
               (b), (c), (d), (e) or (f) above; or

          [ ]       (h)  none of the above.

          D.   The  undersigned acknowledges having  reviewed and agrees to
          be bound by and to comply with the provisions of Article 6 of the
          Purchase Agreement.

          E.   This Agreement  and Questionnaire shall be  binding upon the
          heirs, personal representatives,  successors and  assigns of  the
          undersigned  and shall  inure  to the  benefit  of RAPI  and  its
          successors and assigns.

          F.   Signature.



               The    undersigned   has   executed   this   Agreement   and
          Questionnaire this ____ day of _____________, 199__.


          _____________________________
          Print Name


          _____________________________
          Signature


          _____________________________
          Print state of residence


          If the Investor is a PARTNERSHIP, 
          CORPORATION, TRUST or OTHER ENTITY, 
          complete the following:

          _____________________________      _____________________________
          Print name of partnership,         Capacity of authorized
          corporation, trust or entity       representative

          By:__________________________      _____________________________
             Signature of authorized         Print jurisdiction of
             representative                  organization or incorporation


          _____________________________
          Print name of authorized 
          representative


               IMPORTANT:  Signatures  must  be  NOTARIZED on  one  of  the
          following pages.


                             [Individual Acknowledgment]


          STATE OF            )
                              ) ss.:
          COUNTY OF           )


               On the ____ day of _____________, 19__, before me personally
          came ____________________, to me personally known and known to me
          to  be the individual described in and who executed the foregoing
          instrument, and (s)he duly acknowledged to me that (s)he executed
          the same.

               Given  under my hand and  seal this ____  day of __________,
          19__.



                                             _____________________________
                                             Notary Public


                             [Corporate Acknowledgement]

          STATE OF            )
                              ) ss.:
          COUNTY OF           )


               On the ____ day  of _______________________, 19__, before me
          personally came ______________________________, to  me personally
          known,  who being  by me  sworn, did  depose and  say that  (s)he
          resides   in   ________________________;   that   (s)he   is   of
          ________________, the corporation described in and which executed
          the  above instrument; and  that (s)he signed  such instrument by
          order of the board of directors of said corporation.

               Given  under my hand and  seal this ____  day of __________,
          19__.



                                             _____________________________
                                             Notary Public


                            [Partnership Acknowledgement]


          STATE OF            )
                              ) ss.:
          COUNTY OF           )


               On  the ____  day  of ___________________,  19__, before  me
          personally  came _____________________,  one  of the  partners of
          __________________,  to me personally known and known to me to be
          the  individual  described  in  and who  executed  the  foregoing
          instrument, and (s)he duly acknowledged to me that (s)he executed
          the same in the aforesaid capacity.

               Given  under my hand and  seal this ____  day of __________,
          19__.



                                             _____________________________
                                             Notary Public


                               [Trust Acknowledgement]

          STATE OF            )
                              ) ss.:
          COUNTY OF           )


               On  the  ____  day   of  _______________,  19__,  before  me
          personally    came     _____________________,    trustee    under
          ________________________ _______________, to me  personally known
          and  known  to me  to  be the  individual  described  in and  who
          executed the foregoing instrument, and (s)he duly acknowledged to
          me that (s)he executed the same in the aforesaid capacity.

               Given  under my hand and  seal this ____  day of __________,
          19__.



                                             _____________________________
                                             Notary Public


                                                                  Exhibit A


                        STOCKHOLDER REPRESENTATIVE CERTIFICATE


                    The   undersigned  does   hereby  represent   that  the
          responses  to the  questions  contained herein  are complete  and
          accurate  and may be  relied upon  by Republic  Automotive Parts,
          Inc. ("RAPI") in connection with the proposed issuance of  common
          stock,  par value  $.50  per share,  of  RAPI (the  "RAPI  Common
          Stock"),  pursuant to a certain Agreement of Purchase and Sale of
          Assets,  among  RAPI,  Beacon  Auto  Parts  Company,  a  Delaware
          corporation  ("Company"), of  which  the referenced  person is  a
          stockholder   ("Stockholder"),  Beacon  Auto   Parts  Company,  a
          Pennsylvania business trust ("Trust"),  and certain other parties
          (the "Agreement"),  and the asset  sale transaction  contemplated
          thereby.     The  undersigned  further  agrees   to  notify  RAPI
          immediately of  any material  change  in any  of the  information
          provided  below occurring prior to any transfer of shares of RAPI
          Common Stock to the  below named Stockholder on whose  behalf the
          undersigned is acting as Stockholder Representative.

          1.   Name of Stockholder represented:                            



          2.   Name of Stockholder Representative:                         



          3.   Business address and telephone number
               of Stockholder Representative:                              

                                                                           

                                                                           

                                        Tel.:                              

          4.   Names and addresses of your employers, if any, the positions
               held with  such  employers  and  the  length  of  time  such
               positions were or have been held for the past five years:

               Employer               Position Held         Length of Time

                                                                           
                                                                           


          5.   All licenses you hold as a broker-dealer or as an
               investment adviser:

          Name of Licenses         Issuing Authority         Date Granted

                                                                           
                                                                           
                                                                           


          6.   All memberships in  professional organizations pertaining to
               your   occupation  (e.g.,  the  NASD,  Bar  Association  and
               Committees, Accounting Societies and Committees):




          7.   Please state whether or not within the past ten years:

               (a)  You have been  convicted, indicted  or investigated  in
               connection  with  any  past or  present  criminal proceeding
               (excluding traffic violations and other minor offenses)?

               Yes                                No          

               (b)  You have been the  subject of any order, judgment  or a
               decree of any court of competent jurisdiction permanently or
               temporarily  enjoining you  from  acting  as  an  investment
               adviser, underwriter,  broker or dealer in  securities or as
               an affiliated person, director  or employee of an investment
               company,  bank, savings  and  loan association  or insurance
               company, or  from engaging in  or continuing any  conduct or
               practice  in  connection  with  any  such  activity,  or  in
               connection with the purchase or sale of any security, or the
               subject of any order of a federal or state authority barring
               or suspending your right to be engaged in any such activity,
               or  to  be  associated  with  persons  engaged  in  any such
               activity, which order has not been reversed?

               Yes                                No          

               (c)  If yes  to  either  (a)  or  (b)  please  describe  the
               circumstances more fully:







          8.   Education:

                                        College or            Date Degree
               Degree(s)                University              Received 

                                                                           
                                                                           
                                                                           


          9.   What  experience in  financial and  business matters  do you
               believe makes you capable of evaluating the merits and risks
               of the Stockholder holding  an investment in shares  of RAPI
               Common Stock?






          10.  Except as set  forth in subparagraph (a)  below, neither the
               undersigned  nor  any  of  my affiliates  has  any  material
               relationship with  RAPI, Company or  Trust, or any  of their
               respective subsidiaries or affiliates, and no such  material
               relationship is  mutually understood  to be  contemplated or
               has existed at any time during the previous two years.

               (a)






               (b)  If a material relationship is disclosed in subparagraph
               (a) above,  indicate the amount of  compensation received or
               to be received as a result of such relationship:






          11.  In   advising  the  Stockholder   in  connection   with  the
               transactions  contemplated  by   the  Agreement  and/or  any
               possible future  investment of the Stockholder  in shares of
               RAPI Common Stock, the  undersigned will be relying  in part
               on the Stockholder's own expertise in certain areas:

               Yes__________                 No__________

               If yes, state the areas of expertise:





          12.  In   advising  the  Stockholder   in  connection   with  the
               transactions   contemplated  by  the  Agreement  and/or  any
               possible future  investment of the Stockholder  in shares in
               RAPI  Common Stock,  will  you be  relying  in part  on  the
               expertise    of    an    additional     representative    or
               representatives?

               Yes__________                 No__________

               If yes,  give  the  name  and  address  of  such  additional
               representative  or  representatives and  describe  the areas
               where you will be relying on their expertise:





          The  undersigned understands  that  RAPI will  be relying  on the
          accuracy  and  completeness of  the  responses  to the  foregoing
          questions and the  undersigned further  represents, warrants  and
          certifies to RAPI as follows:

          1.   The  undersigned has  had the opportunity  to and  has taken
               such steps as the undersigned has deemed necessary to become
               familiar with  the business  and financial affairs  of RAPI.
               The undersigned  acknowledges receipt  of  copies of  RAPI's
               annual  report on Form 10-K for its 1994 fiscal year, RAPI's
               proxy statement for its  1995 annual meeting of stockholders
               and RAPI's  quarterly report  on Form  10-Q for the  quarter
               ended March 31, 1995 and RAPI's certificate of incorporation
               and bylaws, and that  the undersigned has read each  of them
               and has  had an opportunity to  consult with representatives
               of RAPI.   The undersigned has such knowledge and experience
               in  financial  and business  matters  as  to be  capable  of
               evaluating on behalf of the Stockholder the merits and risks
               of an indirect or direct investment in shares of RAPI Common
               Stock.

          2.   The  undersigned  is  not,  nor  is  any  affiliate  of  the
               undersigned,  an  affiliate,   director,  officer  or  other
               employee  of RAPI or Company or Trust, or a beneficial owner
               of 10 percent  or more of any class of the equity securities
               or 10  percent or  more of  the equity  interest in  RAPI or
               Company or Trust.

          3.   The  undersigned  has  such  knowledge  and   experience  in
               financial  and  business  matters  that  he  is  capable  of
               evaluating  alone,  or together  with  other representatives
               named  above  of  the   Stockholder  or  together  with  the
               Stockholder, the merits  and risks of an  indirect or direct
               investment in shares of RAPI Common Stock.

          4.   There  is  no  material  relationship  between   either  the
               undersigned or  any affiliate of the  undersigned and RAPI's
               or any of the subsidiaries and affiliates of RAPI or Company
               or Trust  which  now exists,  is mutually  understood to  be
               contemplated, or has existed at any time during the previous
               two  years,   and  the   undersigned  has  so   advised  the
               Stockholder.

          5.   The  undersigned  has  been  designated in  writing  by  the
               Stockholder as his Stockholder Representative  in connection
               with  evaluating the  merits  and risks  of the  prospective
               investment  in  the  shares   of  RAPI  Common  Stock,  such
               designation having been  made after the disclosure  referred
               to in paragraph 4 above.

          6.   The undersigned  shall not  receive any compensation  of any
               sort whatsoever from RAPI as a result of this transaction.


          Date:                    , 1995



                                   ______________________________________
                                   Stockholder Representative's signature




               I  acknowledge  that  the  person(s)  signing the  foregoing
          portion  of this  certificate has/have  served as  my Stockholder
          Representative(s) in  connection with evaluating  the merits  and
          risks  of  the  transactions  contemplated by  the  Agreement  of
          Purchase and Sale of Assets referred  to above and an indirect or
          direct prospective investment  of mine in shares of  Common Stock
          of  RAPI  and  that said  Stockholder  Representative(s) has/have
          previously disclosed to me, in writing, any material relationship
          between the  Stockholder Representative(s)  (or his/her  or their
          affiliates)  and RAPI  or  Company  or  Trust  or  any  of  their
          respective  subsidiaries and  affiliates which  now exists  or is
          mutually understood  to be contemplated  or which has  existed at
          any  time  during the  previous two  years, and  any compensation
          received or to be received as a result of such relationship.



          _____________________________      _____________________________
          Date                               Stockholder's signature





                                          SCHEDULE 3.2(b)(i)



                                                         Taxes for
                                                        1994 calendar
   Address of         Square Footage                     year (or to
    Leased             of Subject                       the extent
    Premises*             Building       Annual Rent    known for 1995
                                                        calendar year)

2701 College Avenue       5,000           $ 23,750         $ 2,972
Beaver Falls, PA

112 Pittsburgh Street     4,700           $ 25,850         $ 5,551
Cheswick, PA

1005 Lincoln Highway      7,600           $ 41,800         $ 6,346
Irwin, PA

907 Lowry Avenue         14,000           $ 63,000         $12,730
Jeannette, PA

4375 Old Wm. Penn.       11,475           $ 68,850         $ 9,730
Hwy.
Monroeville, PA

5151 Baum Blvd.          13,000           $ 63,250         $15,726
Pittsburgh, PA

Route 981 South           5,400           $ 29,700         $ 3,465
Latrobe, PA

1789 W. Liberty Avenue    8,400           $ 54,600         $ 9,678
Pittsburgh, PA

6013 Enterprise Dr.      Office: 12,000   $297,000         $30,000
Export, PA               Whse.:  54,000                    (approx. for
                                                              1995)

140 E. Pittsburgh St.    3,000            $ 24,000         $ 3,669
Greensburg, PA


 *  The Leased Premises include the property and areas reflected in Schedule
    3.2(b)(i) of the Disclosure Schedule.





                                      FORM LEASE


          THIS LEASE, executed as of the ____ day of ___________, 1995,
          between BEACON AUTO PARTS COMPANY, a Delaware corporation
          (hereinafter, "Lessor"), and REPUBLIC AUTOMOTIVE PARTS SALES,
          INC., a Delaware corporation (hereinafter "Lessee"); 

          WITNESSETH:  That Lessor, for and in consideration of the rent,
          covenants and agreements hereinafter specified to be paid, kept
          and performed by Lessee, hereby leases to Lessee, and Lessee
          hereby leases from Lessor, the premises hereinafter described
          upon the terms and conditions herein set forth. 


                             I.  DESCRIPTION OF PREMISES 

                    1.   The Leased Premises includes that certain real
          property situated at ________________________________________,
          Pennsylvania, including without limitation the building (the
          "Building") located thereon containing approximately ______
          square feet and also including the parking area adjacent thereto
          (the "Parking Lot"), all as more particularly described on
          Exhibit "A" attached hereto and made a part hereof. 

                    2.   The above described real property, including the
          Building and Parking Lot, is herein referred to as the "Leased
          Premises". 

                    Included in the term "Leased Premises" are also all
          machinery, equipment and fixtures necessary for the general
          operation and maintenance of the Leased Premises and forming a
          part of the Building, whether installed by Lessor or by Lessee. 
          Without limiting the generality of the foregoing, heating and
          lighting shall be considered necessary to the general operation
          and maintenance of the Leased Premises.  All other machinery,
          equipment and trade fixture, including without limitation
          shelving, conveyors and raised metal flooring and related systems
          installed by Lessee in the conduct of its business or acquired by
          Lessee in connection with the Asset Purchase Agreement (as
          defined below) are not included in this Lease, shall remain the
          property of Lessee and may be removed by Lessee at any time
          during the term of this Lease, and, if required by Lessor, shall
          be removed at the expiration of the term of this Lease.  Any
          damage caused by such removal shall be repaired by Lessee at its
          own expense.

                    3.   This Lease is entered into in connection with that
          certain Agreement of Sale of Assets, dated as of ____________,
          1995, among Lessor, Lessee and certain other parties (the "Asset
          Purchase Agreement").


                                 II.  TERM OF LEASE 

                    1.   The initial term of this Lease shall be for a
          period of twelve (12) years, commencing on ___________________
          (the "Commencement Date"), and terminating on
          ____________________, unless said term shall be sooner terminated
          or extended as hereinafter provided.

                    2.   Provided no Event of Default is then in existence,
          the term of this Lease shall be extended for up to two additional
          four (4) year terms beyond the original term hereof (the "First
          Extension Term" and the "Second Extension Term" and,
          collectively, the "Extension Terms") upon the same terms and
          conditions as contained in this Lease if Lessee gives written
          notice to Lessor not later than one hundred twenty (120) days
          prior to the expiration of the original term hereof or the
          appropriate Extension Term of Lessee's election to extend the
          term of this Lease. 

                    3.   Lessee shall immediately surrender possession of
          the Leased Premises at the expiration of the term or Extension
          Terms, if any, hereof or upon its prior termination.  Lessee
          shall return the Leased Premises broom clean and free of debris,
          and in order and condition substantially consistent with the
          condition of the Leased Premises as of the date hereof,
          reasonable wear and tear and damage by fire or other hazard not
          occurring through any willful misconduct or illegal act or
          omission of Lessee, its employees, agents or invitees, alone
          excepted.  Lessee agrees to give up quiet and peaceable
          possession of the Leased Premised at the end of the term or of
          any renewal term without further notice from Lessor. 

                    4    Upon the failure of Lessee to surrender possession
          of the Leased Premises upon the expiration of the Term or upon
          the sooner termination hereof, Lessee shall pay to Lessor, as an
          occupancy charge, an amount equal to 150% of the rate of monthly
          minimum rent with respect to the year immediately preceding the
          expiration or sooner termination of the Term of this Lease, as
          applied to any period during which Lessee shall remain in
          possession after such expiration or sooner termination of this
          Lease; provided, that in such event Lessee shall not be released
          from any further costs, damages or liabilities, suffered by
          Lessor and occasioned by Lessee's holding over.  In the event of
          such holding over, Lessee shall be considered a tenant-at-will.


                                     III.  RENT 

                    1.   Throughout the initial term hereof, Lessee agrees
          to pay to Lessor rental as follows:  (i) during the first six
          years of this Lease, annual minimum rent in the amount of
          _________________ shall be payable in Seventy-Two (72) equal
          monthly installments in the amount of ___________ Dollars
          ($_______), and (ii) during the second six years of this Lease,
          annual minimum rent  shall be adjusted as follows:  Beginning on
          the first day of the Seventy third (73) month of this Lease, the
          minimum rent payable for each of the final Seventy-Two (72)
          months of the initial term shall be adjusted to reflect the
          proportion by which the monthly Producer's Price Index (which
          Index may be referred to hereinafter as the "PPI"), published by
          the Bureau of Labor Statistics, U.S. Department of Labor, for
          _________, 2001 shall have increased over the comparable PPI for
          _______, 1995.  Notwithstanding the foregoing, in no event shall
          the minimum rent for such monthly period increase by an amount in
          excess of twenty-five percent (25%) of the monthly minimum rent
          payable during the first six years of this Lease.  All monthly
          payments of the Rent during the term and any extended terms of
          this Lease shall be payable in advance, without demand, offset or
          deduction, on the first of the month and payable at the address
          of Lessor indicated below.

                    2.   Throughout the First Extension Term hereof, if
          applicable, Lessee agrees to pay to Lessor a minimum rent as
          follows:

                    (a)  Beginning on the commencement date of the First
          Extension Term, the monthly payments of minimum rent shall be
          adjusted to reflect the proportion by which the monthly PPI for
          ________, 2005 shall have increased over the comparable PPI for
          _______, 2001.

                    (b)  The redetermination of the minimum rent under this
          Section shall be made as soon as possible after the PPI for the
          relevant month shall have been published.

                    (c)  No delay in the issuance of the PPI shall delay or
          excuse the Lessee's obligation to pay the monthly installments of
          minimum rent when due.  Such amount as provided in Section III
          shall be paid, and upon issuance of the PPI, any balance of
          minimum rent due and owing by the Lessee to Lessor for previous
          months shall be paid within thirty (30) days after Lessee's
          receipt of written notice from Lessor of the resulting adjustment
          of the minimum rent and the amount due by reason thereof.

                    (d)  In the event the PPI should cease to be published,
          there shall be substituted therefor the most nearly similar
          economic indicator then published by the Bureau of Labor
          Statistics, United States Department of Labor.  In the event
          Lessor and Lessee cannot agree as to such substitute, the
          appropriate substitute index shall be determined by arbitration
          under the prevailing rules of the American Arbitration
          Association.

                    3.   Throughout the Second Extension Term hereof, if
          applicable, Lessee agrees to pay to Lessor a minimum rent as
          follows:

                    (a)  Beginning on the commencement date of the Second
          Extension Term, the minimum rent shall be adjusted to reflect the
          proportion by which the monthly PPI, for ______, 2009 shall have
          increased over the comparable PPI for _____, 2005.

                    (b)  The redetermination of the minimum rent under this
          Section shall be made as soon as possible after the PPI for the
          relevant month shall have been published.

                    (c)  No delay in the issuance of the PPI shall delay or
          excuse the Lessee's obligation to pay the monthly installments of
          minimum rent when due.  Such amount as provided in Section III
          shall be paid, and upon issuance of the PPI, any balance of
          minimum rent due and owing by the Lessee to Lessor for previous
          months shall be paid within thirty (30) days after Lessee's
          receipt of written notice from Lessor of the resulting adjustment
          of the minimum rent and the amount due by reason thereof.

                    (d)  In the event the PPI should cease to be published,
          there shall be substituted therefor the most nearly similar
          economic indicator then published by the Bureau of Labor
          Statistics, United States Department of Labor.  In the event
          Lessor and Lessee cannot agree as to such substitute, the
          appropriate substitute index shall be determined by arbitration
          under the prevailing rules of the American Arbitration
          Association.

                    (e)  For the purposes of this Lease, the term "Rent"
          shall mean all minimum rent as well as all other taxes, charges,
          payments or other sums which are required to be paid by Lessee
          hereunder. 

                    4.   Lessee shall contract for and pay when due to the
          applicable party all charges for water and sewer, electricity,
          gas, telephone and other utility services furnished to the Leased
          Premises.  Lessor warrants that all such facilities and services
          will be available to the Leased Premises on the Commencement
          Date; provided, however, Lessor shall have no obligation to
          provide such services after the Commencement Date, but shall
          cooperate with Lessee in its efforts to arrange for same.  

                    5.   Each and every payment required to be made by
          Lessee pursuant to this Article III shall be made before such
          payment becomes delinquent. 

                    6.  If the Commencement Date or the termination date
          shall be other than the first day or last day of a calendar year
          or calendar month, respectively, then the Rent and other payments
          to be made by Lessee hereunder shall be prorated accordingly on a
          per diem basis.


                                   IV.  INSURANCE 

                    1.   Lessee shall maintain the following insurance on
          or in connection with the Leased Premises:

                    (a)  All Risk insurance against loss or damage to the
          Leased Premises and equipment by fire and other risks from time
          to time included under standard extended and additional extended
          coverage policies, including vandalism and malicious mischief,
          and flood insurance, to the extent any of the Leased Premises are
          in a flood zone, but only to the extent such flood insurance is
          available at reasonable rates and in amounts available under
          applicable government programs, in amounts not less than the
          actual replacement value of the Leased Premises and equipment. 
          Such policies shall contain replacement cost endorsements. 
          Lessor represents that as of the date hereof, no flood insurance
          is required with respect to the Leased Premises.[[For Jeannette
          and Baum Blvd. Leased Premises only add the following: 
          Notwithstanding the foregoing, Lessor shall reimburse Lessee for
          (50% - Jeannette) (8.33% - Baum Blvd.) of the cost of the
          insurance referred to in this paragraph (a), promptly upon
          notification by Lessee of each premium payment therefor.

                    (b)  General commercial public liability insurance
          against claims for bodily injury, death or property damage
          occurring on, in or about any of the Leased Premises in an amount
          not less than $3,000,000 per occurrence and in the aggregate. 
          All such policies shall be written as "occurrence" policies.

                    (c)  Worker's compensation insurance covering all
          persons employed by Lessee in connection with any work done on or
          about any of the Leased Premises for which claims for death or
          bodily injury could be asserted against Lessor, Lessee or any of
          the Leased Premises or, in lieu of such workers' compensation
          insurance, a program of self-insurance complying with applicable
          law.

                    (d)  Boiler and pressure vessel insurance on any
          equipment on or in the Leased Premises which by reason of its use
          or existence is capable of bursting, erupting, collapsing or
          exploding, in an amount not less than $1,000,000 for damage to
          property, bodily injury or death resulting from such perils.

                    (e)  Such other insurance on or in connection with any
          of the Leased Premises as Lessor or its lender may reasonably
          require and which at the time is commonly and reasonably obtained
          in connection with properties of this size and type similarly
          situated.

                    2.  The insurance required by paragraph 1 above shall
          be written by companies reasonably acceptable to Lessor and which
          are authorized to conduct an insurance business in the
          Commonwealth of Pennsylvania.  The insurance policies (i) shall
          be for such terms as shall be reasonable and customary in the
          automobile supply and distribution industry, and (ii) shall,
          except for the worker's compensation insurance, name Lessor,
          Lessee and any named mortgagee of Lessor as additional insured
          parties, as their respective interests may appear.  If said
          insurance or any part thereof shall expire, be withdrawn, become
          void, voidable, unreliable or unsafe for any reason, including a
          breach of any condition thereof by Lessee or the failure or
          impairment of the capital of any insurer, other than because such
          insurance is not reasonably and customarily available to parties
          similarly situated, Lessee shall immediately obtain reasonable
          replacement insurance reasonably satisfactory to Lessor.

                    3.   Each insurance policy referred to in clause (a) of
          paragraph (1) above shall contain standard non-contributory
          mortgagee clauses in favor of and acceptable to any named
          mortgagee of Lessor.  Each policy required by any provision of
          paragraph 1 above, shall provide that it may not be canceled
          except after 30 days' prior notice to Lessor.  Each such policy
          shall also provide, to the extent reasonably available, that any
          loss otherwise payable thereunder shall be payable
          notwithstanding (i) any act or omission of Lessor or Lessee which
          might, absent such provision, result in a forfeiture of all or a
          part of such insurance payment, (ii) the occupation or use of any
          of the Leased Premises for purposes more hazardous than those
          permitted by the provisions of such policy, or (iii) any
          foreclosure or other action or proceeding taken by any mortgagee
          of Lessor pursuant to any provision of its mortgage upon the
          happening of an event of default thereunder.

                    4.   Lessee shall pay as they become due all premiums
          for the insurance required by paragraph 1(a) and (b) above, shall
          renew or replace each such policy and deliver to Lessor evidence
          of the payment of the full premium therefor or installment then
          due at least 30 days prior to the expiration date of such policy
          and shall promptly deliver to Lessor original certificates for
          such policies.

                    5.   Anything in this Section to the contrary
          notwithstanding, any insurance which Lessee is required to obtain
          pursuant to paragraph 1 above may be carried under a "blanket" or
          umbrella policy or policies covering other properties or
          liabilities of Lessee, provided that such "blanket" or umbrella
          policy or policies otherwise comply with the provisions of this
          Section and provided further that such policies under paragraph
          1(a) above shall provide for a reserved amount thereunder with
          respect to the Leased Premises so as to assure that the amount of
          insurance required by this Section will be available
          notwithstanding any losses with respect to other property covered
          by such policies.  The amount of the total insurance under
          paragraph 1(a) above allocated to the Leased Premises, which
          amount shall be not less than the amounts required pursuant to
          this Section, shall be specified either (i) in each such
          "blanket" or umbrella policy or (ii) in a written statement,
          which Lessee shall deliver to Lessor, from the insurer thereunder.  

                    6.   If any event occurs which gives rise to any claim
          by Lessee under any insurance policy which Lessee is required to
          maintain hereunder, Lessee shall give Lessor immediate notice of
          such event and shall promptly proceed to adjust and collect such
          claim, unless such claim is with respect to Lessor's property
          required to be insured by Lessee hereunder, in which case Lessor
          may promptly proceed to adjust and collect such claim.  Lessor
          shall have the right to participate in such adjustment and
          collection at its own expense.  In the event such claim is with
          respect to Lessor's property required to be insured by Lessee
          hereunder, Lessee shall sign, upon the request of Lessor, all
          such proofs of loss, receipts, vouchers, releases and drafts in
          connection with any such claim and hereby irrevocably appoints
          Lessor as its attorney-in-fact to so execute any such item if
          Lessee shall fail to do so.  

                    7.   Lessor and Lessee and all parties claiming under
          them mutually release and discharge each other from all injury,
          damage, claims and liabilities arising from or caused by any
          casualty or hazard to the extent covered by proceeds of insurance
          on the Leased Premises or in connection with property on or
          activities conducted on the Leased Premises to the extent covered
          by proceeds of insurance in connection with the Leased Premises,
          and waive any right of subrogation which might otherwise exist in
          or accrue to any person on account thereof; provided, that such
          release shall not operate in any case where the effect is to
          invalidate or increase the cost of such insurance coverage if the
          party whose insurance has been invalidated or the cost increased
          shall have given the other party written notice thereof; and
          further provided, that in the case of increased cost, the other
          party shall have the right, within 30 days following written
          notice, to pay such increased cost, thereby keeping such release
          and waiver in full force and effect.


                     V.  USE AND MAINTENANCE OF LEASED PREMISES 

                    1.   At the commencement of the term, Lessor shall
          deliver the Building, improvements, and any equipment on or in
          the Leased Premises, in good working condition.  Lessor warrants
          that the water, electrical, gas, and heating and air conditioning
          systems shall be in good working order at the commencement of the
          term of this Lease and when said system is utilized for the first
          time after said Commencement Date and for a term of thirty (30)
          days thereafter.  Any warranties for any equipment on or in the
          Leased Premises that are assignable by Lessor are hereby assigned
          to Lessee. 

                    2.   The Lessee shall have the peaceful and quiet
          enjoyment of the Leased Premises without hindrance on the part of
          Lessor, and Lessor will warrant and defend Lessee in such
          peaceful and quiet enjoyment of the Leased Premises against the
          lawful claims of all persons claiming by, through or under
          Lessor. 

                    3.   On or before any applicable due date (provided
          Lessee is under reasonable prior notice thereof), Lessee shall
          pay to the applicable taxing authority [or to Lessor for
          Jeannette and Baum Blvd.] all [Jeannette - 50%, Baum Blvd. -
          91.67%] real estate taxes, assessments, and other similar public
          charges of whatsoever kind, which may hereafter be levied or
          assessed upon or against the Leased Premises, fixtures or
          improvements now or hereafter located thereon, or which may arise
          from or by virtue of Lessee's occupancy, use or possession of the
          Leased Premises.  Any tax, assessment or charge which is
          applicable to any period before or after the period of such
          occupancy, use or possession shall, to the extent so applicable,
          be the sole and exclusive responsibility of Lessor.  Lessee shall
          have no obligation for any tax, assessment or charge relating to
          any profits or net income of Lessor or any transfer, sale,
          disposition or encumbering of or any lien (not caused by Lessee)
          on the Leased Premises.

                    4.   Lessor agrees to make, at its sole cost and
          expense, all necessary repairs or replacements to the structural
          parts of the Leased Premises, including the bearing walls, beams,
          roof and foundations, so long as such repairs or replacements
          were not required as a result of the negligence or willful
          misconduct of Lessee.  If Lessor or Lessee shall fail to make any
          necessary repairs or replacements as required under the
          provisions hereof, Lessor or Lessee may, at its election make
          such repairs or replacements for the account, and at the expense,
          of the other party, after first giving written notice to the
          other party of its intention to do so.  If Lessor or Lessee at
          any time elects to pay any sum or do any act which requires the
          payment of any sum or entails any expense by reason of the
          failure of the other party to make any repairs or replacements,
          or if either party is compelled to incur any expense, including
          reasonable attorneys' fees, in commencing, prosecuting or
          defending any action or proceeding instituted by reason of any
          such default of the other party, the sum or sums so paid and the
          expenses and reasonable attorneys' fees so incurred shall be due
          from such other party, plus fifteen (15%) percent for the cost of
          administration and overhead, within thirty (30) days following
          the other party's receipt of written notice from the non-
          defaulting party of the incurring of such expenses.  Lessee
          covenants throughout the term or any renewal hereof, at its sole
          cost and expense, to keep and maintain the Leased Premises and
          all other fixtures and equipment therein, and the interior lobby
          and all show window glass, and the ceilings, doors and door
          frames, walls, windows and window frames, sidewalks and Parking
          Lot of the Leased Premises, and all signs of Lessee erected
          outside of the Leased Premises, in repair, order and condition
          substantially consistent with the condition of the Leased
          Premises as of the date hereof, making all repairs thereto as may
          be required, all repairs to be of substantially similar quality,
          design and class as the original work; but the provisions of this
          Article shall not require Lessee to make repairs to the
          structural parts of the Leased Premises, including but not
          limited to the bearing walls, beams, roof and foundations. 
          Lessee shall keep the sidewalk and Parking Lot of the Building
          free from ice and snow and debris.  Except as otherwise provided
          in this Lease, at the expiration of this Lease, Lessee shall
          surrender the Leased Premises in condition substantially
          consistent with the condition of the Leased Premises as of the
          date hereof, broom clean, reasonable wear and tear excepted. 

                    5.   Anything to the contrary contained in this Lease
          notwithstanding, Lessee shall have no obligation or
          responsibility under Article V or otherwise for or with respect
          to any portions of the property of which the Leased Premises form
          a part which do not constitute the Leased Premises or which are
          occupied by any person or entity other than Lessee, its
          successors and/or assigns, or which are retained by Lessor, or
          any activities thereat.

                    6.   Except as provided in this Lease, Lessee shall not
          make or permit to be made any alterations, improvements, and/or
          additions of any kind or nature to the Leased Premises except by
          and with the prior written consent of Lessor which consent shall
          not be unreasonably withheld.  Notwithstanding the foregoing,
          Lessor's consent shall not be required for interior, non-
          structural, alterations, improvements, and/or additions,
          provided, however, Lessee shall be obligated to remove any such
          interior, non-structural, alterations, improvements, and/or
          additions and repair any damage occasioned by such removal at the
          expiration or earlier termination of this Lease..  All
          alterations, improvements and additions to the Leased Premises
          shall be made in accordance with all applicable laws.  In the
          event Lessee desires to make any alterations, improvements,
          and/or additions of any kind or nature to the Leased Premises
          which require the consent of Lessor, Lessee shall make a written
          request for such consent, which request shall also inquire as to
          whether the Lessor shall require the removal of such alterations,
          improvements, and/or additions at the expiration or earlier
          termination of this Lease.  Following its receipt of such
          requests, at the time Lessor consents to any of such alterations,
          improvements, and/or additions, Lessor shall inform Lessee
          whether Lessee shall be obligated to remove any such alterations,
          improvements, and/or additions and repair any damage occasioned
          by such removal at the expiration or earlier termination of this
          Lease.  In the event Lessee fails to remove any alterations,
          improvements, and/or additions of any kind or nature to the
          Leased Premises which Lessor has not expressly permitted to
          remain at the expiration or earlier termination of this Lease,
          Lessor may effect said removals and repairs at Lessee's expense. 
          In the event of Lessee, its agents, invitees or employees, making
          such alterations, improvements, and/or additions as herein
          provided, Lessee shall indemnify and save harmless Lessor from
          all expenses, liens, claims or damages to either persons or
          property arising out of, or resulting from the undertaking or
          making of said alterations, additions, and improvements. 

                    7.   Except as specifically set forth herein, all trade
          fixtures, equipment and personal property of any nature which may
          be installed or placed in or upon the Leased Premises by Lessee
          shall remain the property of Lessee.  Lessor waives any right it
          may have in said trade fixtures, equipment and personal property
          and waives all liens, statutory or otherwise, with respect
          thereto.  Lessee may assign, lien, encumber, mortgage or create a
          security interest in or upon its trade fixtures, equipment and
          personal property in the Leased Premises without the consent of
          Lessor and may remove said property at any time during the
          initial term or any extension terms.  Upon the request of Lessee,
          Lessor agrees to provide Lessee, within ten (10) days of such
          request, a written waiver in form reasonably satisfactory to
          Lessee evidencing Lessor's waiver of any rights and liens it has
          or may have in or with respect to Lessee's trade fixtures,
          equipment and personal property.

                    8.   Lessee may at its expense place and maintain in
          and about the Leased Premises such neat and appropriate signs
          advertising its business as it shall desire and shall be
          permitted by local, state or federal law, ordinance or
          regulation.  Upon the termination of this Lease, Lessee shall
          remove all signs and repair any damage to the Leased Premises
          caused by the erection, maintenance, or removal of the signs;
          normal wear and tear, acts of God and other such casualties
          excepted. 

                    9.   Except as otherwise provided in this Lease, Lessee
          may use and occupy the Leased Premises for any lawful purpose and
          may conduct thereon any lawful business.  Lessee shall in all
          material respects comply with and observe all laws, ordinances or
          regulations of duly constituted public authorities, which are now
          or which may hereafter be enacted or promulgated, and which in
          any manner affect the Leased Premises or the use thereof.  Lessee
          shall, however, be entitled to a reasonable opportunity to
          contest the validity of any such laws, ordinances or regulations
          adversely affecting its use or occupancy of the Leased Premises,
          provided Lessee shall give such reasonable security to Lessor as
          may be reasonably demanded by Lessor to insure against any loss
          which might be suffered by Lessor by reason of such contest.

                    10.  Lessee shall not permit any mechanic's, laborer's,
          materialmen's or other liens to remain outstanding against the
          Building for any labor performed or material furnished to or at
          the instance of Lessee, or claimed to have been so performed or
          furnished.  Lessee may, however, contest the validity of any such
          lien or claim, provided Lessee shall give such reasonable
          security to Lessor as may be reasonably demanded by Lessor to
          insure the payment of such lien or claimed lien and to prevent
          any sale, foreclosure or forfeiture of the Building or any part
          thereof by reason of such lien or claims, and to indemnify Lessor
          against any loss, reasonable attorneys' fee and other cost and
          expense suffered or incurred by Lessor as a result of such
          contest of the lien or claim.  Upon the final determination of
          the validity of any such lien or claims, Lessee shall immediately
          pay any judgment or decree rendered in favor of the lienor or
          claimant. 

                    11.  Lessor shall have the right upon twenty-four (24)
          hours notice, except for emergencies, to enter upon the Leased
          Premises to inspect the same, and to make any repairs which are
          necessary.  If representatives of Lessee shall not be present to
          open and permit entry into the Leased Premises at any time when
          such entry by Lessor is reasonably necessary, Lessor may enter
          forcibly in the event of an emergency without liability to Lessee
          and without such entry constituting either an eviction of Lessee
          or termination of this Lease.

                    12.  Lessee shall not commit, or suffer to be
          committed, any waste on the Leased Premises, nor shall it
          maintain, commit or permit the maintenance or commission of any
          nuisance on the Leased Premises.

                    13.  Lessor represents and warrants to Lessee that he
          has good and marketable title to the Building and that he is
          fully authorized to enter into this Lease.

                    14.  Anything to the contrary contained in this lease
          notwithstanding, (i) in the event any applicable law, ordinance,
          regulation or code becoming effective following the date hereof
          shall require the installation and/or improvement or modification
          of any sprinkler system or any other improvement in or about the
          Leased Premises, the same shall be effected by Lessee and the
          cost thereof shall be amortized over a ten (10) year period, with
          Lessee bearing the cost attributable to that portion of such ten
          (10) year period included in the Lease Term and/or if this Lease
          shall be extended, any resulting Extension Term(s), and Lessor
          bearing the remaining cost [In the Lease for the Export
          Warehouse, this provision will provide that Tenant will not be
          responsible for the costs in respect of any sprinkler system];
          provided however any change to the Leased Premises required by
          any applicable law, ordinance, regulation or code which relate to
          or is required by Lessee's use or business in and about the
          Leased Premises shall be the sole responsibility of Lessee.  

                          VI.  ENVIRONMENTAL REPRESENTATION 

                    1.   Without limiting any representation, warranty or
          covenant set forth in the Asset Purchase Agreement, Lessor
          represents and warrants to Lessee that to the best of Lessor's
          knowledge, the Leased Premises does not contain any hazardous
          materials, toxic substances, hazardous air pollutants or toxic
          pollutants, as those terms are used in the Resource Conservation
          and Recovery Act, the Comprehensive Environmental Response,
          Compensation and Liability Act, the Hazardous Materials
          Transportation Act, the Toxic Substances Control Act, the Clean
          Air Act and the Clean Water Act, or in any regulations
          promulgated pursuant thereto, or in any other applicable law
          (collectively, "Hazardous Substances") in violation of applicable
          law.

                    2.   Except as otherwise provided in this Lease, Lessee
          covenants that it will comply in all material respects with all
          laws with respect to Hazardous Substances affecting the Leased
          Premises.  Lessee shall not cause or permit any Hazardous
          Substance to be used, stored, generated, or disposed of on or in
          the Leased Premises in violation of any law.  Except as otherwise
          provided in this Lease, if Lessee causes or permits Hazardous
          Substances to be used, stored, released, generated, or disposed
          of on or in the Leased Premises in violation of this Article VI,
          or if the Leased Premises becomes contaminated in any way which
          violates any law or which would likely result in an action by any
          governmental unit (other than that caused by (i) Lessor, its
          agents, employees, representatives or other tenants, and/or (ii)
          the emanation of hazardous materials from neighboring parcels, if
          not caused by Lessee), Lessee shall indemnify and hold harmless
          Lessor from any and all claims, damages, fines, judgments,
          penalties, costs, liabilities, or lawsuits, including without
          limitation, a decrease in value of the Leased Premises and/or
          Lessor's interest therein, and any and all sums paid for
          settlement of claims, attorneys fees, consulting and expert fees
          arising at any time prior to, during or after the term or
          extended term of this Lease and including, without limitation,
          any and all costs incurred because of any investigation of the
          Leased Premises or any cleanup, removal, or restoration mandated
          by any governmental unit, and, in addition to any other remedy
          set forth herein or available at law or in equity, the right to
          require Lessee to satisfy all obligations imposed by such
          governmental units at Lessee's sole cost and expense. 

                    3.   Notwithstanding anything contained in this Lease
          to the contrary, it shall not be a default or breach of this
          Lease if, nor shall Lessee have any liability under this Lease
          if, Lessee shall not be in compliance with or shall violate any
          environmental or other law or regulation, or shall cause or
          permit any Hazardous Substances to be used, stored, generated or
          disposed of, if such noncompliance or violation or such act or
          condition shall be a result or continuation of, nor shall Lessee
          have any indemnification obligation which arises with respect to,
          any state of facts, condition, circumstance or operating
          procedure or practice with respect to the Leased Premises or any
          of the operations thereat, prior to the date hereof, or which
          shall result from any act, practice or condition which shall be
          undertaken or permitted with the direct consent and knowledge of
          Fred J. Pisciotta while he shall be an executive of Lessee.

                VII.  DESTRUCTION OR CONDEMNATION OF LEASED PREMISES 

                    1.   The provisions of this Article VII shall apply
          notwithstanding, and shall supersede any provisions of this Lease
          to the contrary.  If the Leased Premises should be damaged or
          destroyed by storm, fire, tornado, earthquake, flood or other
          casualty, Lessee shall give prompt written notice thereof to
          Lessor.  In the event the Leased Premises shall be totally
          destroyed, Lessee and Lessor shall each have the option of
          forthwith terminating the Lease by giving written notice to the
          other party within ninety (90) days of the occurrence of such
          destruction in the case of Lessee's termination and within ninety
          (90) days of the Lessor's receipt of notice of the occurrence of
          such destruction in the case of Lessor's termination and in such
          event the insurance proceeds for the building's replacement or
          repair shall be delivered to Lessor and Lessor and Lessee shall
          have no further obligation to each other under this Lease.  In
          the event the Leased Premises shall be totally or partially
          destroyed (and this Lease is not terminated pursuant to the
          previous sentence) or is rendered totally or partially
          untenantable or not fit for use as intended (and is not so
          terminated) by storm, fire, tornado, earthquake or other
          casualty, during the period prior to repair, rent shall abate in
          proportion to the portion of the Building as shall have been so
          damaged or destroyed or rendered totally or partially
          untenantable or not fit for use as intended.  In the case of such
          destruction of, or any damage whatsoever to the Leased Premises,
          or any portion thereof, by reason of any such casualty, Lessor,
          at Lessor's own cost and expense, shall restore or repair the
          Leased Premises as soon as practicable to substantially the same
          condition as existed immediately prior to such casualty provided
          the same can be completed within one hundred twenty (120) [In
          Lease for Export Warehouse - 180 days] days after the date of
          notification to Lessor of the occurrence of the damage or
          destruction, and for that purpose shall be entitled to the
          benefit of all insurance provided for by Article IV hereof
          covering such destruction or damage less the cost, if any, of
          Lessor in collecting the insurance.  If the amount of the
          insurance proceeds is insufficient to pay the cost of necessary
          repairs, replacement, or rebuilding the Leased Premises, Lessor
          may, in addition to any rights or remedies it may have hereunder,
          elect to retain such proceeds unless Lessee elects to pay any
          additional sum required, in which case Lessor shall repair the
          Leased Premises as set forth above.  Should the necessary repairs
          or such condition of untenantability or lack of fitness for its
          intended use require a time period in excess of one hundred
          twenty (120) [In Lease for Export Warehouse - 180 days] days to
          complete or correct, Lessee and Lessor shall each have the option
          of forthwith terminating the Lease and in such event the
          insurance proceeds for the building's replacement or repair shall
          be delivered to Lessor and Lessor and Lessee shall have no
          further obligation to each other under this Lease; provided,
          however, if the casualty occurs during the final one (1) year of
          the Lease Term, and Lessee shall not have exercised its right to
          extend the Lease Term, Lessor shall not be required to rebuild or
          repair such damage and Lessor may retain all such insurance
          proceeds. 

                    2.   If a part of the Leased Premises shall be
          condemned and taken for any public or quasi-public use, leaving a
          remaining portion sufficient for use by Lessee for its purposes,
          then upon such condemnation or taking, there shall be such
          abatement in rent,  as shall be just and equitable under all the
          circumstances; provided that in such event Lessee shall not be
          entitled to and expressly waives all claim to any condemnation
          award granted for such taking, provided, however, that Lessee
          shall have the right, to the extent that it shall not reduce
          Lessor's award, to claim from the condemnor, but not from Lessor,
          such compensation as may be recoverable in its own right for
          damage to Lessee's business and fixtures and moving expenses. 

                    If the Leased Premises are wholly condemned or are
          condemned to such extent that the remaining portion thereof shall
          be unfit or inadequate for use by Lessee for its purposes (or for
          such other use as was being made of the Leased Premises at the
          time of such condemnation), this Lease and the term herein shall
          cease and terminate as of the date when Lessee shall vacate the
          Premises or when possession of the same shall be given to the
          condemning authority, whichever should first occur, and in such
          event Lessee shall not be entitled to and expressly waives all
          claim to any condemnation award granted for such taking,
          provided, however, that Lessee shall have the right, to the
          extent that it shall not reduce Lessor's award, to claim from the
          condemnor, but not from Lessor, such compensation as may be
          recoverable in its own right for damage to Lessee's business and
          fixtures and moving expenses. 


                          VIII.  ASSIGNMENTS AND SUBLEASES 

                    1.   Lessee may not, without obtaining Lessor's consent
          (which shall not be unreasonably withheld or delayed), sublease
          or assign the whole or any part of the Leased Premises to any
          person, entity or group; provided that any such sublease or
          assignment shall not relieve Lessee of any of Lessee's
          obligations hereunder.  Notwithstanding the foregoing, Lessee
          shall be entitled to assign this Lease, without such consent, but
          upon notice to Lessor, to any entity controlling, controlled by
          or under common control with Lessee; provided however, Lessee
          shall remain fully liable for all of their respective obligations
          hereunder. 

                    2.   Lessor shall have the right at any time and
          without prior notice to Lessee to sell, dispose of, or encumber
          the Leased Premises and/or to sell and/or assign any or all of
          its rights under this Lease. 


                             IX.  DEFAULTS AND REMEDIES 

                    1.   The occurrence of any of the following shall
          constitute an Event of Default by Lessee:

                    (a)  A failure by Lessee to pay any minimum rent or
          insurance premiums when due hereunder, where such failure
          continues for ten days; 

                    (b)  A failure by Lessee to pay any sums (other than
          minimum rent and insurance premiums) when due hereunder, where
          such failure continues for thirty days after written notice
          thereof from Lessor to Lessee; 

                    (c)  A failure by Lessee to fully observe and perform
          any other provision or covenant of this Lease to be observed or
          performed by Lessee, where such failure continues for 30 days
          after written notice thereof from Lessor to Lessee or, if such
          failure cannot be cured within such 30-day period and Lessor will
          not be materially harmed by such delay, for such longer period as
          may be required for such cure so long as such cure is commenced
          within such 30-day period and diligently prosecuted to
          completion; or

                    (d)  The making by Lessee of any assignment for the
          benefit of creditors; the filing by or against Lessee of a
          petition under any bankruptcy, insolvency, reorganization or
          other similar law (unless in the case of a petition filed against
          Lessee, the same is dismissed or stayed within 90 days after the
          filing thereof); the appointment of a trustee or receiver to take
          possession of substantially all of Lessee's assets located in the
          Leased Premises or of Lessee's interest in this Lease (unless
          possession is restored to Lessee within 90 days after such
          appointment); or the attachment, execution or levy against, or
          other judicial seizure of, substantially all of Lessee's interest
          in this Lease (unless the same is discharged or stayed within 90
          days after the issuance thereof).

                    2.   If an Event of Default shall occur and be
          continuing, Lessor, at its sole option, shall have the following
          remedies:

                    (a)  Lessor may, after giving Lessee ten (10) days
          prior written notice, accelerate the Rent due hereunder for the
          following two (2) year period of the Term, whereupon such Rent
          shall be immediately due and payable.

                    (b)  Lessor may terminate this Lease by written notice
          to Lessee to such effect, whereupon Lessee shall immediately
          surrender the Leased Premises to Lessor in accordance with the
          terms hereof, and Lessor shall be entitled to commence an action
          to recover all damages incurred by it on account of such default
          and termination.
                          
                    (c)  Lessor may enter the Leased Premises (with or
          without process of law and without thereby incurring any
          liability to Lessee and without such entry being constituted an
          eviction of Lessee or termination of this Lease) and take
          possession of the Leased Premises and, at any time at its sole
          option, relet the Leased Premises or any part thereof for the
          account of Lessee, for such terms, upon such conditions and at
          such rental as Lessor may reasonably elect.  In the event of such
          reletting (i) Lessor shall receive and collect the rent therefrom
          and shall first apply such rent against such reasonable expenses
          as Lessor may at any time or from time to time have incurred in
          recovering possession of the Leased Premises, placing the same in
          good order and condition, altering or repairing the same for
          reletting and such other reasonable expenses, commissions and
          charges, including without limitation brokers' and attorneys'
          fees, which Lessor may at any time or from time to time have paid
          or incurred in connection with such repossession and reletting,
          and then shall apply such rent against Lessee's other obligations
          to Lessor hereunder, and (ii) Lessor may execute any lease in
          connection with such reletting in Lessor's name or in Lessee's
          name, as Lessor may see fit, and the tenant of such reletting
          shall be under no obligation to see to the application by Lessor
          of any rent collected by Lessor, nor shall Lessee have any right
          to collect any rent under such reletting.  No re-entry by Lessor
          shall be deemed to be an acceptance of a surrender by Lessee of
          this Lease or of the Leased Premises. 

                    (D)  FOR VALUE RECEIVED AND UPON THE OCCURRENCE AND
          CONTINUANCE OF AN EVENT OF DEFAULT HEREUNDER, OR UPON TERMINATION
          OF THE TERM OF THIS LEASE AND THE FAILURE OF LESSEE TO DELIVER
          POSSESSION TO LESSOR, LESSEE, AT THE OPTION OF LESSOR, AUTHORIZES
          AND EMPOWERS ANY ATTORNEY OF ANY COURT OF RECORD WITHIN THE
          COMMONWEALTH OF PENNSYLVANIA TO APPEAR FOR LESSEE AND ANY OTHER
          PERSON CLAIMING UNDER, BY OR THROUGH LESSEE, AND CONFESS JUDGMENT
          FORTHWITH AGAINST LESSEE AND SUCH OTHER PERSONS AND IN FAVOR OF
          LESSOR IN AN AMICABLE ACTION OF EJECTMENT FOR THE LEASED
          PREMISES, WITH RELEASE OF ALL ERRORS.  LESSOR MAY UPON NOT LESS
          THAN TEN (10) DAYS PRIOR WRITTEN NOTICE TO LESSEE FORTHWITH ISSUE
          A WRIT OR WRITS OF EXECUTION FOR POSSESSION OF THE LEASED
          PREMISES, WITHOUT LEAVE OF COURT, AND LESSOR MAY, BY LEGAL
          PROCESS, WITHOUT NOTICE, RE-ENTER AND EXPEL LESSEE FROM THE
          LEASED PREMISES, AND ALSO ANY PERSONS HOLDING UNDER, BY OR
          THROUGH LESSEE. 

                    (e)   Lessor may exercise any other remedy available to
          it at law or in equity.

                    The foregoing remedies are intended to provide Lessor
          with means of recovering any damages incurred by Lessor by reason
          of the occurrence and continuance of an Event of Default by
          Lessee.  To the extent that any one of such remedies is
          insufficient for such purpose, Lessor may exercise any other
          remedy available to it.

                    3.   If Lessee defaults in the payment of any
          installment of rent hereunder, following the passage of all
          applicable cure periods, such installment shall bear interest at
          a rate per annum, computed on the basis of a three hundred sixty
          (360) day year applied to the actual number of days elapsed,
          equal to the interest rate announced by Mellon Bank, N.A.,
          Pittsburgh, Pennsylvania, from time to time for short-term
          unsecured commercial loans to its largest and best commercial
          borrowers ("prime rate") plus 200 basis points, from the day such
          installment is due until actually paid.  In like manner, all
          other and monies which may become due to Lessor from Lessee under
          the terms hereof, or which are paid by Lessor because of Lessee's
          default hereunder, shall, following the passage of all applicable
          cure periods, bear interest at the aforesaid prime rate plus 200
          basis points, from the due date until paid, or, in the case of
          sums paid by Lessor because of Lessee's default hereunder, from
          the date such payments are made by Lessor until the date Lessor
          is reimbursed by Lessee therefor.

                    4.   Each of the parties hereto shall use its
          reasonable efforts to mitigate its damages in the event of a
          default by the other party hereto.  The parties hereto
          acknowledge that it is not the intention of the parties to permit
          the recovery by Lessor of more than its actual damages upon the
          occurrence of an Event of Default hereunder and no provision of
          this Lease shall be construed to permit any such result.  Without
          limiting the foregoing, any sums received by Lessor from any
          reletting of the Leased Premises shall be offset by Lessor
          against amounts payable by Lessee and/or shall be returned to
          Lessee to the extent amounts recovered from Lessee shall exceed
          Lessor's actual damages under this Lease.


                         X.  INDEMNIFICATION AND EXONERATION 

                    1.   Subject to the provisions of this Lease, and
          except for matters covered elsewhere in this Lease, Lessee shall
          defend, indemnify and hold Lessor harmless from and against any
          and all claims, losses, liabilities, expenses, damages, fines or
          penalties (including court costs and reasonable attorney's fees)
          to any person or property in or upon the Leased Premises arising
          out of Lessee's use or occupancy of said Leased Premises, or any
          act or neglect of Lessee or Lessee's servants, employees or
          agents in connection with, or any change, alteration or
          improvement made by Lessee in, the Leased Premises.

                    2.   Lessor shall not be liable for injury or damage to
          person or property occurring within or about the Leased Premises,
          unless caused by or resulting from the gross negligence of Lessor
          or its agents, servants or employees in the operation or
          maintenance of the Leased Premises.  Subject to the provisions of
          this Lease, Lessor shall defend, indemnify and hold Lessee
          harmless from and against any and all claims, losses,
          liabilities, expenses, damages, fines or penalties (including
          court costs and reasonable attorney's fees) to any person or
          property in or upon the Leased Premises arising out of the gross
          negligence of Lessor. its agents, servants or employees.

                    3.   All Lessee's personal property of every kind which
          may at any time be in the Leased Premises shall be at Lessee's
          sole risk, or at the risk of those claiming under Lessee, and
          Lessor shall, except for its gross negligent acts or omissions,
          not be liable for any damage to said property or loss suffered by
          the business or occupation of Lessee caused by water from any
          source whatsoever or from the bursting, overflowing or leaking of
          sewer or steam pipes or from the heating or plumbing fixtures or
          from electric wires or from gas or odors or caused in any other
          manner whatsoever. 

                    4.   Except as otherwise specifically provided herein,
          this Lease and the rights of Lessor and obligations of Lessee
          hereunder shall not be affected by any interference with Lessee's
          occupancy or use of the Leased Premises for any reason, including
          without limitation the following:  (i) any damage to or theft,
          loss or destruction of any of the Leased Premises; (ii) any
          taking of any of the Leased Premises by eminent domain or similar
          proceedings; (iii) any prohibition of or limitation or
          restriction on Lessee's use of the Leased Premises; (iv) any
          bankruptcy, reorganization, insolvency or similar proceeding
          affecting Lessor, so long as the same does not affect Lessee's
          right to possession; or (v) any foreclosure or exercise of any
          other remedy by a mortgagee of the Leased Premises, so long as
          the same does not affect Lessee's right to possession.

                    5.   Lessor's obligations hereunder shall be binding
          upon Lessor only with respect to the period of time that Lessor
          is the owner of the Leased Premises and, upon termination of that
          ownership, Lessee shall look solely to Lessor's successor in
          interest in the Leased Premises for the satisfaction of each and
          every obligation of Lessor hereunder accruing and/or arising
          after such time.

                    6.   Anything contained in this Lease to the contrary
          notwithstanding, Lessee agrees that in any judicial proceeding
          pertaining to this Lease involving the collection of any judgment
          (or other judicial process) requiring the payment of money by
          Lessor or any director, officer or employee of Lessor in
          connection therewith, Lessee shall look solely to the estate and
          property of Lessor in the Leased Premises and to no other
          property or assets of Lessor, nor to any property of any
          director, officer, employee or agent of Lessor, nor shall any
          property of either Lessor (with the exception of the Leased
          Premises) or any director, officer, employee or agent of Lessor
          become subject to levy, execution, attachment or other
          enforcement procedures for the satisfaction of Lessee's remedies. 
          In addition, Lessee covenants and agrees that no personal
          liability or responsibility under this lease is assumed by, nor
          shall at any time be asserted or enforceable against, any
          director, officer or employee of Lessor on account of any
          covenant, undertaking or obligation under or with respect to this
          Lease, all such personal liability and responsibility, if any,
          being expressly waived and released.  

                    7.   If any claim, action or proceeding is initiated or
          asserted against any indemnified party, and such indemnified
          party intends to seek indemnification under this Agreement on
          account of its involvement in or with respect to such claim,
          action or proceeding, then such indemnified party shall give
          prompt notice to the indemnifying party of such claim, action or
          proceeding; provided, that the failure to so notify the
          indemnifying party shall not relieve the indemnifying party from
          its obligations under this Agreement, but shall reduce such
          obligations by the amount of damages or increased costs and
          expenses attributable to such failure to give notice.  Upon
          receipt of such notice, the indemnifying party shall diligently
          defend against such claim, action or proceeding on behalf of such
          indemnified party at its own expense using counsel reasonably
          acceptable to such indemnified party; provided, that if such
          indemnified party has been advised by counsel that it may have
          defenses available to it which are different from or in addition
          to those available to the indemnifying party, or that its
          interests in such claim, action or proceeding are adverse to the
          indemnifying party's interests, then such indemnified party may
          assert such defense or adverse interest in such or in connection
          with such claim, action or proceeding at the indemnifying party's
          expense.  The indemnifying party or such indemnified party, as
          applicable, may participate in any claim, action or proceeding
          being defended against by the other at its own expense, and shall
          not settle any claim, action or proceeding without the prior
          consent of the other, which consent shall not be unreasonably
          withheld.  The indemnifying party and such indemnified party
          shall cooperate with each other in the conduct of any such claim,
          action or proceeding.

                    8.   Nothing contained in this Article X shall affect
          or negate any rights or obligations under the Asset Purchase
          Agreement.


                                    XI.  NOTICES 

                    Any notice provided for herein shall be given by
          recognized overnight courier service, addressed to the parties at
          the addresses set forth below or to such addresses as such party
          may have fixed by notice:

                    To Lessee:     Republic Automotive Parts Sales, Inc.
                                500 Wilson Pike Circle
                                      Suite 115
                                    P.O. Box 2088
                              Brentwood, Tennessee 37024
                                                        

                    To Lessor:     Beacon Auto Parts Company
                                6013 Enterprise Drive
                                  Export, PA  15632
                            Attention:  Fred J. Pisciotta


             XII.  CANCELLATION AND MODIFICATION - SUCCESSORS IN INTEREST

                    1.   This Lease shall not be modified, nor shall any of
          the terms and conditions hereof in any manner be changed,
          suspended, or canceled, except by written agreement signed by the
          parties hereto.

                    2.   This Lease shall be binding upon and inure to the
          benefit of the successors in interest of the parties hereto. 


                                   XIII.   WAIVER 

                    A waiver by either party of any default, breach or
          failure of the other party shall not be construed as a continuing
          waiver or as a waiver of any subsequent default, breach or
          failure.  Failure by either party to enforce any of the terms,
          covenants or conditions of this Lease for any length of time
          shall not be deemed to waiver or to decrease the right of such
          party to insist thereafter upon strict performance by the other
          party.  Waiver by either party of any term, covenant or condition
          contained in the Lease may only be made by a written document
          signed by such party.  Whenever in this Lease either party
          reserves or is given the right and power to give or withhold its
          consent to any action on the part of the other party, such right
          and power shall not be exhausted by its exercise on one or more
          occasions, but shall be a continuing right and power for the full
          term of this Lease. 


                             XIV.    COUNTERPARTS, VENUE 

                    This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original but all
          of which, when taken together, shall constitute one of the same
          document.  This Agreement is to be interpreted according to the
          laws of the Commonwealth of Pennsylvania. 

                              XV.    MEMORANDUM OF LEASE

                    Upon the request of either party, the other party will
          in good faith cooperate in the prompt preparation, execution,
          delivery and recording of a reasonable and recordable short-form
          memorandum of this Lease.


                               XVI    UNAVOIDABLE DELAY

                    If either party shall be delayed or hindered in, or
          prevented from, the performance of any work, service or other act
          required under this Lease to be performed by the party and such
          delay or hindrance is due to strikes, lockouts, acts of God,
          governmental restrictions, enemy act, civil commotion, fire or
          other casualty, or other causes of a like nature beyond the
          control of the party so delayed or hindered, then performance of
          such work, service, or other act shall be excused for the period
          of such delay and the period for the performance of such work or
          other act shall be extended for a period equivalent to the period
          of such delay. In no event shall such delay constitute a
          termination of this Lease. The provisions of this Article shall
          not operate to excuse either party from the prompt payment of any
          Rent or other sums due and owing under this Lease. 


                XVII    SUBORDINATION, NONDISTURBANCE AND ATTORNMENT.

                    Lessee accepts this Lease subject and subordinate in
          all respects to all [for Leased Premises not currently subject to
          mortgages of Mellon Bank, N.A., insert "future mortgages"]
          mortgages which may [now or][for Leased Premises not currently
          subject to mortgages of Mellon Bank, N.A., delete "now or"]
          hereafter be placed on or affect the Leased Premises or any part
          thereof, irrespective of any obligations which may be secured
          thereby; provided however, with respect to mortgages held by
          Mellon Bank, N.A. and any other future mortgages encumbering the
          Leased Premises, the mortgagee shall deliver to Lessee, following
          the written request of Lessee, a written agreement in form and
          substance reasonably satisfactory to Lessee and in recordable
          form providing that so long as no Event of Default shall exist
          hereunder, Lessee's possession of the Leased Premises and
          Lessee's rights under this Lease shall not be disturbed or
          affected.  Such subordination shall be self-operative, and no
          further instrument of subordination shall be required by any
          mortgagee.  However, in confirmation of such subordination,
          within fifteen (15) days after request by Lessor, Lessee shall
          execute and deliver promptly any certificates or other written
          assurances which Lessor may reasonably request designed to give
          effect to or provide evidence of the same.  In the event of a
          sale in foreclosure of any mortgage to which this Lease is
          subordinate, or a transfer in lieu of foreclosure, or a taking of
          possession of the Leased Premises by the mortgagee or other
          person acting for or through the mortgagee under any mortgage to
          which this Lease is subordinate, Lessee shall attorn to and
          recognize the purchaser as the Lessor under this Lease. 

          LESSEE EXPRESSLY WAIVES TO LESSOR THE BENEFIT TO LESSEE OF 68
          P.S. SECTION 250.501, BEING SECTION 501 OF THAT ACT, APPROVED
          APRIL 6, 1951, ENTITLED "LANDLORD AND TENANT ACT OF 1951", AS MAY
          BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE
          EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY
          EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF
          THIS LEASE, AS HEREIN PROVIDED.  LESSEE COVENANTS AND AGREES TO
          VACATE, REMOVE FROM AND DELIVER UP AND SURRENDER THE POSSESSION
          OF THE LEASED PREMISES TO LESSOR UPON THE EXPIRATION OF THE LEASE
          TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF,
          OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN
          PROVIDED, WITHOUT SUCH NOTICE, IN THE CONDITION AS REQUIRED
          ABOVE.


                    IN WITNESS WHEREOF, and intending to be legally bound
          hereby, the parties hereto have caused this Lease to be executed
          in duplicate by their respective officers thereunto duly
          authorized as of the day and year first above written. 

                                       LESSOR:

          ATTEST:                       BEACON AUTO PARTS COMPANY


          _____________________________ By:____________________________
                                            Fred J. Pisciotta, President

          [Corporate Seal]


                                       LESSEE:

          ATTEST:                       REPUBLIC AUTOMOTIVE PARTS 
                                            SALES, INC.


          _____________________________ By:____________________________
                                            _______________, President

          [Corporate Seal]
                          


                                      EXHIBIT A


                                   LEASED PREMISES


                           _______________________________




                                   SCHEDULE 3.2(c)



          1.        Lease, dated April 11, 1988, between Elly and Isadore
                    Friedman, Lessors and Beacon, Lessee, as amended by an
                    Amendment to Lease Agreement, dated June 21, 1991 among
                    Scott M. Rodgers, Colleen J. Rodgers and Beacon Auto
                    Parts Company, a Delaware corporation ("Beacon"); and
                    extended by letter from Beacon to Scott M. Rodgers and
                    Colleen J. Rodgers, dated December 27, 1994.
             
          2.        Lease, dated May 20, 1991 between Finleyville Auto
                    Parts, Inc., a Pennsylvania corporation, Lessor and
                    Beacon, Lessee.

          3.        Lease, dated April 11, 1988 between Elly and Isadore
                    Friedman, Lessor and Beacon, Lessee, as extended and
                    amended pursuant to Letter Agreement, dated January 3,
                    1995 from Beacon to Elly and Isadore Friedman.

          4.        Lease, dated August 1, 1985 between Realco Development
                    Company, a general partnership, Lessor ("Realco"), and
                    Green Motor Equipment Company, Inc., a Pennsylvania
                    corporation, Lessee ("Green"), as assigned by the Lease
                    Assignment Agreement, dated April 11, 1988 by Green in
                    favor of Beacon; and extended by Lease Extension
                    Agreement, dated August 14, 1992 between Realco and
                    Beacon.

          5.        Lease, dated April 11, 1988 between Unity Auto Parts,
                    Inc., Lessor and Beacon, Lessee, as extended by letter,
                    dated November 1, 1994 from Beacon to Unity Auto Parts,
                    Inc. 

          6.        Lease, dated June 15, 1990 among John Morgan, Richard
                    Morgan, Lessors and Beacon, Lessee as extended by
                    letter, dated March 15, 1995 from Beacon to John Morgan
                    and Richard Morgan.

          7.        Lease, dated December 11, 1989 between John T.
                    Flaherty, Lessor and Beacon, Lessee, as extended by
                    letter, dated August 4, 1994 from Beacon to John
                    Flaherty.

          8.        Lease, dated April 11, 1988 among Elly and Isadore
                    Friedman, Paul J. and Lois Armstrong, Lessors and
                    Beacon, Lessee, as extended by letter, dated November
                    1, 1994 from Beacon to Elly and Isadore Friedman.

          9.        Lease, dated May 5, 1992 by and between Jack Schempp,
                    Lessor and Beacon, Lessee.

          10.       Lease, dated January 23, 1986 by and between Union Real
                    Estate Company of Pittsburgh, agent for Estate of B.B.
                    Aberman, Lawrence Leyton, Paul Kossman, Murray S.
                    Levine, Fred Weinstock and Irene Weinstock, Lessor and
                    Beacon Auto Parts of Penn Hills, Inc., a Pennsylvania
                    corporation, Lessee, guaranteed by Isadore and Elly
                    Friedman pursuant to a guarantee, dated January 23,
                    1986; as assigned by Assignment of Lease, dated April
                    11, 1988 by Isadore and Elly Friedman in favor of
                    Beacon; and as extended by Lease Extension Agreement
                    No. 2, dated December 27, 1993 between Union Real
                    Estate Company of Pittsburgh and Beacon.

          11.       Lease, dated October 29, 1990 by and between Fieldbrook
                    Foods, Inc., Lessor and Beacon, Lessee; as extended by
                    letter from Beacon to Fieldbrook Foods, Inc., dated
                    November 22, 1993.

          12.       Lease, dated August 26, 1994 among Barry E. Burkhart
                    and Kimberly Ann Burkhart, Lessors and Beacon, Lessee.

          13.       Lease Agreement, dated October 1, 1993 between Al
                    Lorenzi Lumber Company, Inc., Lessor and Beacon, Lessee
                    and Addendum to Lease Agreement, dated October 6, 1993
                    between Al Lorenzi Lumber Company, Inc. and Beacon.



                                                             Exhibit 3.2(c)

                            LEASEHOLD ASSIGNMENT AGREEMENT

                         This  Leasehold  Assignment  Agreement,  dated  as
          of ____________, 1995, between Beacon Auto Parts Company, a
          Delaware corporation ("Assignor"), and Republic Automotive Parts
          Sales, Inc. a Delaware corporation ("Assignee").

                         For good and valuable consideration, the receipt
          and sufficiency of which are hereby acknowledged:

                         I.  Effective as of the date of the Closing (the
          "Effective Date") under that certain Agreement of Purchase and
          Sale of Assets among Assignor and Assignee and certain other
          parties (the "Purchase Agreement"), Assignor does hereby assign,
          bargain, transfer, convey and set over unto Assignee, free and
          clear of all liens, pledges, charges, mortgages, security
          interests, restrictions, easements, liabilities, claims,
          encumbrances and rights of others with every kind and
          description, Assignor's entire interest in and under that certain
          Lease Agreement (the "Lease"), dated _____________ between
          _________________________________ ("Lessor") and Assignor, and
          demising certain premises more fully described in the Lease,
          which description is hereby incorporated herein by reference,

                         II.  Effective as of the Effective Date, Assignee
          assumes as at said date, and agrees to discharge following said
          date, all of the unperformed and unfulfilled obligations of
          Assignor accruing under the Lease, but in all cases only to the
          extent that such duties accrue after said date.  

                         III. Nothing contained herein shall be deemed to
          relieve Assignor of any of its obligations under the Lease with
          respect to any and all periods, occurrences and matters prior to
          or ending with the Effective Date.

                         IV.  This Leasehold Assignment Agreement and the
          obligations of the parties hereunder shall be of no force or
          effect if the Closing under the Purchase Agreement does not occur
          by _____________, 1995.  Assignee will notify Lessor if and when
          the Closing shall occur and, if so, of the Effective Date.

                         V.  This Agreement may be executed in
          counterparts, each of which shall be deemed an original, but all
          of which together shall constitute one and the same agreement.



                         IN WITNESS WHEREOF, Assignor has caused this Lease
          Assignment Agreement to be duly executed as of the date first
          above written.

                                     ASSIGNOR:

                                     BEACON AUTO PARTS COMPANY


                                     By:_______________________



                                     ASSIGNEE:

                                     REPUBLIC AUTOMOTIVE PARTS SALES, INC.

                                     By:________________________________



                                    LESSOR CONSENT

                         The undersigned, being the lessor under the above
          specified Lease, hereby consents to the above Leasehold
          Assignment Agreement and acknowledges that from and after the
          Effective Date (as defined above) it will recognize Assignor as
          the Lessee under the Lease with respect to periods, and
          obligations of the lessee arising, from and after the Effective
          Date.


          Dated:_____________________________

          By:________________________________


                                                             Exhibit 3.2(d)


                                 ESTOPPEL CERTIFICATE

                         The undersigned, as Landlord (Landlord") under the
          lease agreement, as the same may have heretofore been amended,
          with ______________, as tenant ("Tenant"), a true and correct
          copy of which is attached as Exhibit A hereto (the "Lease"), does
          hereby certify the following:

                         1.  That the Lease is in full force and effect
          and, except as noted in Exhibit B hereto, has not otherwise been
          amended, modified, supplemented or superseded.

                         2.  That there is no defense, offset, claim or
          counterclaim by or in favor of Landlord against Tenant under the
          Lease or against the obligations of Landlord under the Lease.

                         3.  That the Landlord is not aware of any default
          now existing of Landlord or of Tenant under the Lease, or of any
          event which with notice or the passage of time or both would
          constitute a default of Landlord or of Tenant under the Lease.

                         4.  That the Landlord has not received notice of a
          prior sale, transfer, assignment, hypothecation or pledge of the
          Lease by Tenant.

                         5.  That the monthly rent of $                   
          due under the Lease has been paid through           , 199__ and
          all additional rent due under the Lease has been paid on through
          __________________, 19__.

                         6.  That Landlord is holding the amount of $       
              as security under the Lease for the performance of Tenant's
          obligations thereunder, no part of any such security, if any, has
          been attached, released or otherwise encumbered.

                         7.  The commencement date of the term of the Lease
          was 
                   .

                         8.  That the landlord hereby consents to the
          assignment of the Lease by Tenant to Republic Automotive Parts
          Sales, Inc. ("Republic"). 

                         9.  That the above certifications are made by
          Landlord knowing that it shall be relied upon by Republic.

                     Landlord:_____________________________

                     By:                       
                           
                     Title:                    
                           
                                                            
                                                             Exhibit 3.2(i)

                         EMPLOYMENT AGREEMENT, dated as of _____________,
          1995, by and between, Republic Automotive Parts Sales, Inc., a
          Delaware corporation ("RAPSI"), and Fred J. Pisciotta, an
          individual (the "Executive").

                         In consideration of the mutual covenants herein
          contained and other good and valuable consideration, the receipt
          and sufficiency of which is hereby acknowledged by the parties
          hereto, the parties hereto hereby agree as follows:

                         1.  Employment.  RAPSI hereby agrees to employ the
          Executive, and the Executive hereby accepts and agrees to such
          employment, commencing as of the date hereof, upon the terms and
          conditions hereinafter set forth.

                         2.  Term.  The term of the Executive's employment
          under this Agreement shall commence as of the date hereof and
          shall continue for a period of ____ months until December 31,
          1997, unless sooner terminated as provided elsewhere in this
          Agreement (the "Term").  The term of the Executive's employment
          hereunder may be renewed for an additional term or terms only by
          express written agreement of the parties, on the terms set forth
          in any such renewal agreement.  

                         3.  Duties and Services.  The Executive agrees,
          from and after the date hereof, to serve RAPSI faithfully,
          diligently and to the best of his ability, subject to and under
          the direction and control of the president of RAPSI, with
          principal general management responsibility for the business and
          operations acquired by RAPSI pursuant to that certain Agreement
          of Purchase and Sale of Assets, dated as of _________, 1995,
          among Beacon Auto Parts Company, a Delaware corporation, Beacon
          Auto Parts Company, a Pennsylvania business trust, RAPSI and
          certain other parties (the "Purchase Agreement"), as such
          business and operations may be expanded or contracted or changed
          from time to time (the "Western PA Business").  The Executive
          shall devote his entire business time, energy and skill to such
          employment and shall perform and discharge such duties and
          responsibilities and exercise such authority, as the president of
          RAPSI shall specify from time to time.  

                         4.  Compensation.  (a)  During the Term of the
          Executive's employment hereunder, RAPSI agrees to pay to the
          Executive, and the Executive agrees to accept, a salary for all
          his services  (the "Salary") at the rate of $150,000 per annum,
          payable in accordance with RAPSI's standard payroll policies from
          time to time.  

                              (b)  The Executive expressly acknowledges
          that he shall not be entitled to receive or participate in any
          plan or program for bonus, incentive or additional compensation
          as an executive of RAPSI, and that any such bonus, incentive or
          additional compensation, if paid to the Executive, shall be at
          the sole discretion of RAPSI and if paid in or for any period 
          shall not constitute an addition to Salary or create any 
          expectation as to compensation in or for any subsequent period.

                         5.   Employee Benefits.  (a)  RAPSI shall
          reimburse the Executive for his reasonable business expenses,
          including travel and entertainment, incurred by him for or on
          behalf of RAPSI in furtherance of the performance of his duties
          hereunder.  Such reimbursement shall be subject to receipt by
          RAPSI from the Executive of an itemized accounting therefor,
          together with such vouchers and other reasonable verifications as
          RAPSI shall require satisfactorily evidence such expenses, and
          such policies as RAPSI shall establish from time to time.

                              (b)  The Executive shall be entitled to
          participate, in accordance with the terms thereof, in any
          employee benefit plans maintained by RAPSI generally for the non-
          union employees of RAPSI or of the Western PA Business, as RAPSI
          may determine, including any life, health, hospitalization and
          medical plans and any retirement, savings, or other similar
          plans.  The foregoing shall not be construed to require RAPSI to
          establish any such plan, or to prevent RAPSI from modifying or
          terminating any such plan once established.  

                         6.  Termination of Benefits.  (a)  Notwithstanding
          anything to the contrary contained herein, the employment of the
          Executive under this Agreement, as well as the Executive's right
          to receive Salary not then accrued, shall terminate upon the
          earliest to occur of the following events:

                                   (i)  The death or disability (as defined
          below) of the Executive.

                                   (ii)  The expiration of the Term. 
           
                                   (iii) Upon written notice to the
          Executive from RAPSI of such termination, for Cause.

                                   (iv) Upon written notice to the
          Executive by RAPSI, if the Executive advises RAPSI in writing of
          his intention to terminate his employment.

                              (b)  For the purposes of this Agreement: (i)
          The Executive shall be deemed "disabled" if, by reason of
          physical or mental disability or illness, the Executive is unable
          to perform his duties hereunder for a continuous period of 180
          days during the Term or for an aggregate of 210 days during any
          twelve month period during the Term, and RAPSI or the Executive
          so notifies the other in writing of the termination of the
          Executive's employment hereunder by reason thereof. 

                              (c)  The occurrence of any of the following
          events or circumstances shall constitute "Cause" for termination,
          at the election of the Board of Directors of RAPSI, of the term
          of employment of the Executive under this Agreement, to wit:

                                   (i)  the Executive shall voluntarily
          resign as an employee of RAPSI without approval of the Board of
          Directors of RAPSI other than by reason of a breach of this
          Agreement in any material respect by RAPSI which has not been
          cured within 30 calendar days after RAPSI's receipt of written
          notice of such breach given to RAPSI by the Executive;

                                   (ii) the commission by the Executive of
          a felony, or Executive engaging in theft, embezzlement or fraud
          with respect to significant rights or property of RAPSI or any of
          its employees, affiliates, customers or suppliers;

                                   (iii)  the repeated and deliberate
          failure by the Executive to comply with reasonable policies or
          directives of the president or board of directors of RAPSI or
          Republic after written notice to him of such conduct; or

                                   (iv) the Executive shall breach this
          Agreement in any material respect and fail to cure such breach
          within 30 calendar days after written notice of such breach is
          given by RAPSI to the Executive;

          it being understood that the inability of the Executive to
          achieve favorable results of operations for reasons unrelated to
          the events or circumstances described in clauses (i), (ii), (iii)
          and (iv) hereof shall not in an of itself be deemed to constitute
          Cause for termination hereunder.

                         7.  Deductions and Withholding.  The Executive
          agrees that RAPSI shall withhold from any and all payments
          required to be made to the Executive pursuant to this Agreement
          all federal, state, local and/or other taxes which are required
          to be withheld in accordance with applicable statutes and/or
          regulations from time to time in effect.

                              8.   Non-Competition, Restrictive Covenants,
          Confidentiality and Injunctive Relief.  (a)  Without limiting in
          any manner any non-competition or similar undertaking or
          obligation entered into by the Executive in connection with the
          Purchase Agreement, the Executive agrees that, commencing as of
          the date hereof and during the term of the Executive's employment
          with RAPSI, the Executive shall not, without the prior written
          approval of the board of directors of RAPSI, directly or
          indirectly through any other person, firm or corporation, whether
          for himself or as agent on behalf of any other person or entity,
          and whether as employee, consultant, principal, lender, partner,
          officer, director, stockholder or otherwise:

                                   (A)  engage or participate in, or become
          employed by, or render any services in connection with, the
          operation, promotion and/or management of any automotive
          products, parts or accessories distribution, sale, marketing or
          services enterprise or business; or

                                   (B)  solicit, raid, entice or induce any
          person who presently is, or any time during the Executive's
          employment with RAPSI shall be or shall have been, an employee of
          Republic Automotive Parts, Inc. ("Republic") or any of its direct
          or indirect subsidiaries (collectively the "Republic Group") at
          any time during the twelve (12) months preceding such
          solicitation, raid, enticement or inducement, to become employed
          or retained by any other person or entity.  

                              (b)  Recognizing that the Executive's
          knowledge, information and relationship with existing or
          prospective suppliers, accounts, customers and representatives
          of, to or for any member of the Republic Group, and the knowledge
          of the business, personnel, methods, systems, customers,
          accounts, suppliers, plans and policies of the Republic Group,
          which he currently has and shall hereafter establish, receive or
          obtain as an employee, or in connection with services performed
          for any member of the Republic Group, are valuable and unique
          assets of the Republic Group, the Executive agrees that, at all
          times during and after the Executive's employment with RAPSI, he
          shall not (otherwise than pursuant to his duties hereunder),
          directly or indirectly, use, divulge, furnish or make accessible
          to anyone, without the prior written consent of the board of
          directors of RAPSI, any confidential or proprietary knowledge or
          information pertaining to any member of the Republic Group, or
          the business, personnel, methods, systems, customers, accounts,
          suppliers, plans or policies thereof, to any person or entity,
          for any reason or purpose whatsoever.

                              (c)  The Executive acknowledges that the
          services to be rendered by him are of a special, unique and
          extraordinary character and, in connection with such services, he
          will have access to confidential information vital to the
          business of the Republic Group.  By reason of the foregoing, the
          Executive consents and agrees that, if he violates any of the
          provisions of this Section 8, the Republic Group would sustain
          irreparable harm and, therefore, in addition to any other
          remedies which RAPSI may have under this Agreement or otherwise,
          the Republic Group shall be entitled to apply (without the
          necessity of posting any bond) to any court of competent
          jurisdiction for an injunction restraining the Executive or any
          other party from committing or continuing any such violation (or
          participating therein) of this Agreement, and the Executive shall
          not object to any such application.

                         9.  Warranty.  The Executive warrants and
          represents that he is not a party to any agreement, contract or
          understanding, whether of employment or otherwise, which would in
          any way restrict or prohibit him from undertaking his position as
          an executive of RAPSI and complying with his obligations in
          accordance with the terms and conditions of this Agreement.  

                         10. Key-man Insurance.  The Executive agrees that
          RAPSI may from time to time and for RAPSI's own benefit apply for
          and take out life insurance covering the Executive, either
          independently or together with others, in any amount and form
          which RAPSI may deem to be in its best interests.  RAPSI shall
          own all rights in such insurance and in the cash values and
          proceeds thereof and the Executive shall not have any right,
          title or interest therein.  The Executive agrees to assist RAPSI,
          at RAPSI's expense, in obtaining any such insurance by, among
          things, submitting to the customary examinations and correctly
          preparing, signing and delivering such applications and other
          documents as reasonably may be required.

                         11.  Notices.  All notices, requests, demands and
          other communications hereunder shall be in writing and shall be
          delivered personally or by registered or certified mail, return
          receipt requested, or by recognized over-night courier service to
          the other party hereto, in the case of the Executive at his
          address as set forth in RAPSI's records, and in the case of
          RAPSI, at its principal executive office from time to time.  Any
          such notice shall be deemed given at such time as it shall be
          delivered.  Either party may change the address to which notices,
          requests, demands and other communications hereunder shall be
          sent by giving written notice of such change of address in the
          manner hereinabove provided.

                         12.  Assignability and Binding Effect.  This
          Agreement shall inure to the benefit of and shall be binding upon
          the heirs, executors, administrators, successors and legal
          representatives of the Executive, and shall inure to the benefit
          of and be binding upon RAPSI and its successors and assigns.  The
          Executive may not assign, transfer, pledge, encumber, hypothecate
          or otherwise dispose of this Agreement, or any of his rights or
          obligations hereunder, and any such attempted delegation or
          disposition shall be null and void and without effect.  A
          successor to substantially all the business and assets of RAPSI
          shall assume in writing the obligations of RAPSI under this
          Agreement.

                         13.  Severability.  In the event that any
          provisions of this Agreement would be held to be invalid,
          prohibited or unenforceable in any jurisdiction for any reason,
          (including, but not limited to, any provisions which would be
          held to be unenforceable because of the scope, duration or area
          of its applicability), unless narrowed by construction, this
          Agreement shall, as to such jurisdiction only, be construed as if
          such invalid, prohibited or unenforceable provision had been more
          narrowly drawn so as not to be invalid, prohibited or
          unenforceable (or if such language can not be drawn narrowly
          enough, the court making any such determination shall have the
          power to modify such scope, duration or area or all of them, but
          only to the extent necessary to make such provision or provisions
          enforceable in such jurisdiction, and such provision shall then
          be applicable in such modified form).  If, notwithstanding the
          foregoing, any provision of this Agreement would be held to be
          invalid, prohibited or unenforceable in any jurisdiction, such
          provision shall be ineffective to the extent of such invalidity,
          prohibition or unenforceability, without invalidating the
          remaining provisions of this Agreement or affecting the validity
          or enforceability of such provision in any other jurisdiction.

                         14.  Governing Law.  This Agreement shall be
          governed by and construed in accordance with the internal laws of
          the State of Pennsylvania, without regard to principles of
          conflict of laws and regardless of where actually executed,
          delivered or performed.

                         15.  Complete Understanding; Counterparts.  This
          Agreement constitutes the complete understanding and supersedes
          any and all prior agreements and understandings between the
          parties with respect to its subject matter, and no statement,
          representation, warranty or covenant has been made by either
          party with respect thereto except as expressly set forth herein. 
          This Agreement shall not be altered, modified, amended or
          terminated except by written instrument signed by each of the
          parties hereto.  The Section and paragraph headings contained
          herein are for convenience only, and are not part of and are not
          intended to define or limit the contents of said Sections and
          paragraphs.  This Agreement may be executed in counterparts, each
          of which shall be deemed an original and all of which, when taken
          together, shall constitute one and the same agreement.

                                                             
                         IN WITNESS WHEREOF, the parties hereto have
          executed this Agreement as of the day and year first above
          written.

                               REPUBLIC AUTOMOTIVE PARTS SALES, INC.

                               By:
                                   ________________________________




                                   ____________________________________
                                   Fred J. Pisciotta

                                                    
                                                             Exhibit 3.2(i)

                    EMPLOYMENT AGREEMENT, dated as of  _____________, 1995,
          by and between, Republic Automotive Parts Sales, Inc., a Delaware
          corporation ("RAPSI"), and John Wieder, an individual (the
          "Executive").

                    In consideration of the mutual covenants herein
          contained and other good and valuable consideration, the receipt
          and sufficiency of which is hereby acknowledged by the parties
          hereto, the parties hereto hereby agree as follows:

                    1.  Employment.  RAPSI hereby agrees to employ the
          Executive, and the Executive hereby accepts and agrees to such
          employment, commencing as of the date hereof, upon the terms and
          conditions hereinafter set forth.

                    2.  Term.  The term of the Executive's employment under
          this Agreement shall commence as of the date hereof and shall
          continue for a period of ____ months until December 31, 1997,
          unless sooner terminated as provided elsewhere in this Agreement
          (the "Term").  The term of the Executive's employment hereunder
          may be renewed for an additional term or terms only by express
          written agreement of the parties, on the terms set forth in any
          such renewal agreement.  

                    3.  Duties and Services.  The Executive agrees, from
          and after the date hereof, to serve RAPSI faithfully, diligently
          and to the best of his ability, subject to and under the
          direction and control of the president of RAPSI, in an executive
          capacity in connection with the business and operations acquired
          by RAPSI pursuant to that certain Agreement of Purchase and Sale
          of Assets, dated as of _________, 1995, among Beacon Auto Parts
          Company, a Delaware corporation, Beacon Auto Parts Company, a
          Pennsylvania business trust, RAPSI and certain other parties (the
          "Purchase Agreement"), as such business and operations may be
          expanded or contracted or changed from time to time (the "Western
          PA Business").  The Executive shall devote his entire business
          time, energy and skill to such employment and shall perform and
          discharge such duties and responsibilities and exercise such
          authority, as the president of RAPSI shall specify from time to
          time.  

                    4.  Compensation.  (a)  During the Term of the
          Executive's employment hereunder, RAPSI agrees to pay to the
          Executive, and the Executive agrees to accept, a salary for all
          his services  (the "Salary") at the rate of $60,000 per annum,
          payable in accordance with RAPSI's standard payroll policies from
          time to time.  

                         (b)  The Executive expressly acknowledges that he
          shall not be entitled to receive or participate in any plan or
          program for bonus, incentive or additional compensation as an
          executive of RAPSI, and that any such bonus, incentive or
          additional compensation, if paid to the Executive, shall be at
          the sole discretion of RAPSI and if paid in or for any period shall
          not constitute an addition to Salary or create any expectation as 
          to compensation in or for any subsequent period.

                    5.   Employee Benefits.  (a)  RAPSI shall reimburse the
          Executive for his reasonable business expenses, including travel
          and entertainment, incurred by him for or on behalf of RAPSI in
          furtherance of the performance of his duties hereunder.  Such
          reimbursement shall be subject to receipt by RAPSI from the
          Executive of an itemized accounting therefor, together with such
          vouchers and other reasonable verifications as RAPSI shall
          require satisfactorily evidence such expenses, and such policies
          as RAPSI shall establish from time to time.

                         (b)  The Executive shall be entitled to
          participate, in accordance with the terms thereof, in any
          employee benefit plans maintained by RAPSI generally for the non-
          union employees of RAPSI or of the Western PA Business, as RAPSI
          may determine, including any life, health, hospitalization and
          medical plans and any retirement, savings, or other similar
          plans.  The foregoing shall not be construed to require RAPSI to
          establish any such plan, or to prevent RAPSI from modifying or
          terminating any such plan once established.  

                    6.  Termination of Benefits.  (a)  Notwithstanding
          anything to the contrary contained herein, the employment of the
          Executive under this Agreement, as well as the Executive's right
          to receive Salary not then accrued, shall terminate upon the
          earliest to occur of the following events:

                              (i)  The death or disability (as defined
          below) of the Executive.

                              (ii)  The expiration of the Term. 
           
                              (iii) Upon written notice to the Executive
          from RAPSI of such termination, for Cause.

                              (iv) Upon written notice to the Executive by
          RAPSI, if the Executive advises RAPSI in writing of his intention
          to terminate his employment.

                         (b)  For the purposes of this Agreement: (i) The
          Executive shall be deemed "disabled" if, by reason of physical or
          mental disability or illness, the Executive is unable to perform
          his duties hereunder for a continuous period of 180 days during
          the Term or for an aggregate of 210 days during any twelve month
          period during the Term, and RAPSI or the Executive so notifies
          the other in writing of the termination of the Executive's
          employment hereunder by reason thereof. 

                         (c)  The occurrence of any of the following events
          or circumstances shall constitute "Cause" for termination, at the
          election of the Board of Directors of RAPSI, of the term of
          employment of the Executive under this Agreement, to wit:

                              (i)  the Executive shall voluntarily resign
          as an employee of RAPSI without approval of the Board of
          Directors of RAPSI other than by reason of a breach of this
          Agreement in any material respect by RAPSI which has not been
          cured within 30 calendar days after RAPSI's receipt of written
          notice of such breach given to RAPSI by the Executive;

                              (ii) the commission by the Executive of a
          felony, or Executive engaging in theft, embezzlement or fraud
          with respect to significant rights or property of RAPSI or any of
          its employees, affiliates, customers or suppliers;

                              (iii)  the repeated and deliberate failure by
          the Executive to comply with reasonable policies or directives of
          the president or board of directors of RAPSI or Republic after
          written notice to him of such conduct; or

                              (iv) the Executive shall breach this
          Agreement in any material respect and fail to cure such breach
          within 30 calendar days after written notice of such breach is
          given by RAPSI to the Executive;

          it being understood that the inability of the Executive to
          achieve favorable results of operations for reasons unrelated to
          the events or circumstances described in clauses (i), (ii), (iii)
          and (iv) hereof shall not in an of itself be deemed to constitute
          Cause for termination hereunder.

                    7.  Deductions and Withholding.  The Executive agrees
          that RAPSI shall withhold from any and all payments required to
          be made to the Executive pursuant to this Agreement all federal,
          state, local and/or other taxes which are required to be withheld
          in accordance with applicable statutes and/or regulations from
          time to time in effect.

                    8.   Non-Competition, Restrictive Covenants,
          Confidentiality and Injunctive Relief.  (a)  Without limiting in
          any manner any non-competition or similar undertaking or
          obligation entered into by the Executive in connection with the
          Purchase Agreement, the Executive agrees that, commencing as of
          the date hereof and during the term of the Executive's employment
          with RAPSI, the Executive shall not, without the prior written
          approval of the board of directors of RAPSI, directly or
          indirectly through any other person, firm or corporation, whether
          for himself or as agent on behalf of any other person or entity,
          and whether as employee, consultant, principal, lender, partner,
          officer, director, stockholder or otherwise:

                              (A)  engage or participate in, or become
          employed by, or render any services in connection with, the
          operation, promotion and/or management of any automotive
          products, parts or accessories distribution, sale, marketing or
          services enterprise or business; or

                              (B)  solicit, raid, entice or induce any
          person who presently is, or any time during the Executive's
          employment with RAPSI shall be or shall have been, an employee of
          Republic Automotive Parts, Inc. ("Republic") or any of its direct
          or indirect subsidiaries (collectively the "Republic Group") at
          any time during the twelve (12) months preceding such
          solicitation, raid, enticement or inducement, to become employed
          or retained by any other person or entity.  

                         (b)  Recognizing that the Executive's knowledge,
          information and relationship with existing or prospective
          suppliers, accounts, customers and representatives of, to or for
          any member of the Republic Group, and the knowledge of the
          business, personnel, methods, systems, customers, accounts,
          suppliers, plans and policies of the Republic Group, which he
          currently has and shall hereafter establish, receive or obtain as
          an employee, or in connection with services performed for any
          member of the Republic Group, are valuable and unique assets of
          the Republic Group, the Executive agrees that, at all times
          during and after the Executive's employment with RAPSI, he shall
          not (otherwise than pursuant to his duties hereunder), directly
          or indirectly, use, divulge, furnish or make accessible to
          anyone, without the prior written consent of the board of
          directors of RAPSI, any confidential or proprietary knowledge or
          information pertaining to any member of the Republic Group, or
          the business, personnel, methods, systems, customers, accounts,
          suppliers, plans or policies thereof, to any person or entity,
          for any reason or purpose whatsoever.

                         (c)  The Executive acknowledges that the services
          to be rendered by him are of a special, unique and extraordinary
          character and, in connection with such services, he will have
          access to confidential information vital to the business of the
          Republic Group.  By reason of the foregoing, the Executive
          consents and agrees that, if he violates any of the provisions of
          this Section 8, the Republic Group would sustain irreparable harm
          and, therefore, in addition to any other remedies which RAPSI may
          have under this Agreement or otherwise, the Republic Group shall
          be entitled to apply (without the necessity of posting any bond)
          to any court of competent jurisdiction for an injunction
          restraining the Executive or any other party from committing or
          continuing any such violation (or participating therein) of this
          Agreement, and the Executive shall not object to any such
          application.

                    9.  Warranty.  The Executive warrants and represents
          that he is not a party to any agreement, contract or
          understanding, whether of employment or otherwise, which would in
          any way restrict or prohibit him from undertaking his position as
          an executive of RAPSI and complying with his obligations in
          accordance with the terms and conditions of this Agreement.  

                    10. Key-man Insurance.  The Executive agrees that RAPSI
          may from time to time and for RAPSI's own benefit apply for and
          take out life insurance covering the Executive, either
          independently or together with others, in any amount and form
          which RAPSI may deem to be in its best interests.  RAPSI shall
          own all rights in such insurance and in the cash values and
          proceeds thereof and the Executive shall not have any right,
          title or interest therein.  The Executive agrees to assist RAPSI,
          at RAPSI's expense, in obtaining any such insurance by, among
          things, submitting to the customary examinations and correctly
          preparing, signing and delivering such applications and other
          documents as reasonably may be required.

                    11.  Notices.  All notices, requests, demands and other
          communications hereunder shall be in writing and shall be
          delivered personally or by registered or certified mail, return
          receipt requested, or by recognized over-night courier service to
          the other party hereto, in the case of the Executive at his
          address as set forth in RAPSI's records, and in the case of
          RAPSI, at its principal executive office from time to time.  Any
          such notice shall be deemed given at such time as it shall be
          delivered.  Either party may change the address to which notices,
          requests, demands and other communications hereunder shall be
          sent by giving written notice of such change of address in the
          manner hereinabove provided.

                    12.  Assignability and Binding Effect.  This Agreement
          shall inure to the benefit of and shall be binding upon the
          heirs, executors, administrators, successors and legal
          representatives of the Executive, and shall inure to the benefit
          of and be binding upon RAPSI and its successors and assigns.  The
          Executive may not assign, transfer, pledge, encumber, hypothecate
          or otherwise dispose of this Agreement, or any of his rights or
          obligations hereunder, and any such attempted delegation or
          disposition shall be null and void and without effect.  A
          successor to substantially all the business and assets of RAPSI
          shall assume in writing the obligations of RAPSI under this
          Agreement.

                    13.  Severability.  In the event that any provisions of
          this Agreement would be held to be invalid, prohibited or
          unenforceable in any jurisdiction for any reason, (including, but
          not limited to, any provisions which would be held to be
          unenforceable because of the scope, duration or area of its
          applicability), unless narrowed by construction, this Agreement
          shall, as to such jurisdiction only, be construed as if such
          invalid, prohibited or unenforceable provision had been more
          narrowly drawn so as not to be invalid, prohibited or
          unenforceable (or if such language can not be drawn narrowly
          enough, the court making any such determination shall have the
          power to modify such scope, duration or area or all of them, but
          only to the extent necessary to make such provision or provisions
          enforceable in such jurisdiction, and such provision shall then
          be applicable in such modified form).  If, notwithstanding the
          foregoing, any provision of this Agreement would be held to be
          invalid, prohibited or unenforceable in any jurisdiction, such
          provision shall be ineffective to the extent of such invalidity,
          prohibition or unenforceability, without invalidating the
          remaining provisions of this Agreement or affecting the validity
          or enforceability of such provision in any other jurisdiction.

                    14.  Governing Law.  This Agreement shall be governed
          by and construed in accordance with the internal laws of the
          State of Pennsylvania, without regard to principles of conflict
          of laws and regardless of where actually executed, delivered or
          performed.

                    15.  Complete Understanding; Counterparts.  This
          Agreement constitutes the complete understanding and supersedes
          any and all prior agreements and understandings between the
          parties with respect to its subject matter, and no statement,
          representation, warranty or covenant has been made by either
          party with respect thereto except as expressly set forth herein. 
          This Agreement shall not be altered, modified, amended or
          terminated except by written instrument signed by each of the
          parties hereto.  The Section and paragraph headings contained
          herein are for convenience only, and are not part of and are not
          intended to define or limit the contents of said Sections and
          paragraphs.  This Agreement may be executed in counterparts, each
          of which shall be deemed an original and all of which, when taken
          together, shall constitute one and the same agreement.


                    IN WITNESS WHEREOF, the parties hereto have executed
          this Agreement as of the day and year first above written.

                                   REPUBLIC AUTOMOTIVE PARTS SALES, INC.

                                   By: ________________________________




                                   ____________________________________
                                   John Wieder



                           

                                   Schedule 3.3(a)

                    The Cash Payment shall be paid as follows:

                    (1)  The amounts necessary to satisfy in full the
                         indebtedness of Sellers to its lending banks and
                         other creditors whose indebtedness is secured by
                         any Lien on the Purchased Assets (other than the
                         Permitted Post-Closing Debt), to the accounts of
                         such creditors.

                    (2)  The balance, after giving effect to clause (1)
                         immediately above, to the account of Trust.  




                        [Form of Note Delivered at Closing --
                reflects certain changes from original Exhibit 3.3(b)]

                                                             Exhibit 3.3(b)

                             SUBORDINATED PROMISSORY NOTE



                                                                     , 1995



                    FOR VALUE RECEIVED, Republic Automotive Parts Sales,
          Inc., a Delaware corporation (the "Maker"), with offices at 500
          Wilson Pike Circle, Suite 115, P.O. Box 2088, Brentwood,
          Tennessee 37024, promises to pay to Beacon Auto Parts Company, a
          Pennsylvania business trust ("Payee"), at such place as is
          designated in writing by the holder of this Note, a principal sum
          of $2,000,000 (the "Principal Sum"), in four (4) equal annual
          installments of $500,000, commencing on the first anniversary of
          the Closing Date (as defined in the Agreement referred to below),
          and on each of the three subsequent anniversaries of the Closing
          Date, with the entire unpaid balance of the Principal Sum of this
          Note being due and payable on the fourth anniversary of the
          Closing Date.  From and after the Closing Date, the balance of
          the Principal Sum outstanding from time to time shall bear
          interest at 7.055% per annum, all then accrued but unpaid
          interest being due and payable on or before the last day of each
          calendar quarter commencing with September 30, 1995.  Any
          payments or prepayments received in respect of this Note shall be
          applied first against accrued interest payable hereunder, with
          the balance being applied against the remaining scheduled
          installments of the Principal Sum in order of maturity thereof.

                    This Note is issued pursuant to that certain Agreement
          of Purchase and Sale of Assets, dated as of June 20, 1995 among
          the Maker, Payee and certain other parties (the "Agreement"),
          and, among other matters, is subject to the provisions of Section
          9.4 of the Agreement; provided that nothing contained in the
          Agreement shall impair the rights of the holders of Senior
          Indebtedness, as hereinafter defined, under this Note.

                    Notwithstanding any provision of this Note to the
          contrary, the indebtedness evidenced by this Note (including all
          interest thereon), and all renewals, extensions and modifications
          thereof and hereof, is and shall remain subordinate and junior in
          right of payment, to the extent set forth in this Note, to the
          prior payment in full of all indebtedness (including principal,
          interest, fees and other charges), and any other obligations,
          whether direct or contingent, presently existing or hereafter
          incurred, of the Maker or its parent company, Republic Automotive
          Parts, Inc. ("RAPI"), for money borrowed from, and/or arising out
          of any credit facilities and/or any loan agreement(s) with,
          Comerica Bank ("Bank") and/or to any successor to Bank and/or to
          any one or more banks or other lending institutions which shall
          repay a portion or all of the indebtedness or obligations of the
          Maker or RAPI to Bank or any such successor in the future, or
          which otherwise shall become the primary institutional lenders to
          RAPI or the Maker, and/or under guaranties from time to time by
          the Maker and/or RAPI of any of such indebtedness or obligations,
          all as the same may be refinanced, restated, modified or amended
          from time to time (collectively, "Senior Indebtedness").  No
          payments of, nor any cancellation, set-off or discharge of, nor
          any transfer of collateral in respect of, any principal or
          interest shall be made, given or received hereunder or in respect
          of the indebtedness evidenced by this Note, nor shall any holder
          of this Note be entitled to demand or accept payment of any
          amount due or payable under this Note, whether by acceleration or
          upon demand by reason of the occurrence of an Event of Default
          (as hereinafter defined), at maturity, or otherwise, nor shall
          the holder hereof be entitled to declare an acceleration or
          demand immediate payment of the indebtedness evidenced by this
          Note, until the Senior Indebtedness shall have been paid in full,
          if there shall have occurred and be continuing a default in the
          payment of principal and/or interest under Senior Indebtedness,
          or a default under any financial covenant of the Maker or RAPI
          under Senior Indebtedness which shall have occurred and be
          continuing or would occur or exist by reason of such payment
          under this Note which has not been waived by Bank or the then
          holder(s) of such Senior Indebtedness.  All payments and
          distributions which would otherwise be payable or deliverable in
          respect of this Note (but for the terms hereof) shall be paid or
          delivered directly to the holders of Senior Indebtedness at the
          time outstanding, ratably, until all such Senior  Indebtedness
          shall have been paid in full.  If any payment, distribution or
          collateral shall be received by any holder of this Note in
          contravention of any of the terms hereof and before all Senior
          Indebtedness shall have been paid in full, such payment,
          distribution or collateral shall be held in trust for the benefit
          of, and shall be paid over or delivered to, the holders of the
          Senior Indebtedness at the time outstanding for application to
          the payment of all Senior Indebtedness remaining unpaid, ratably,
          to the extent necessary to pay all such Senior Indebtedness in
          full.  Nothing in this paragraph shall impair or qualify, as
          among the Maker and the holder hereof, the obligation of the
          Maker to pay the holder hereof the principal of and interest on
          this Note when and as due as set forth elsewhere herein, subject,
          however, to the rights of the holders of Senior Indebtedness, and
          to the provisions as to subordination, as provided herein.

                    In the event of any liquidation, dissolution or any
          other winding up of the Maker or in the event of any
          receivership, insolvency, bankruptcy, assignment for the benefit
          of creditors, reorganization or arrangement with creditors,
          whether or not pursuant to bankruptcy laws, or any other
          marshalling of the assets or liabilities of the Maker, or any
          proceeding as to any of the foregoing, (i) Senior Indebtedness
          shall first be paid in full before the holder of this Note shall
          be entitled to receive any moneys, dividends or assets in any
          such proceeding, and (ii) the holder of this Note will at the
          request of the holders of the Senior Indebtedness file any claim,
          proof of claim or other instrument of similar character necessary
          to enforce the obligations of the Maker in respect of this Note
          and will hold in trust for the holders of the Senior Indebtedness
          and pay over to them, in the form received, to be applied to
          Senior Indebtedness, pro rata, any and all moneys, dividends or
          other assets, received in any such proceeding on account of this
          Note, until the Senior Indebtedness shall be paid in full.  In
          the event that the holder of this Note shall fail to take such
          action requested by the holders of Senior Indebtedness, such
          holders may, as attorneys-in-fact for the holder of this Note,
          and are hereby irrevocably authorized by the holder hereof to,
          take such action on behalf of the holder of this Note as shall be
          necessary to effect or in furtherance of the provisions of this
          paragraph, and without limiting the generality of the foregoing:

                           (i)  to enforce claims under this Note either in
          their own name or the name of the holder hereof by proof of debt,
          proof of claim, suit or otherwise;

                          (ii)  to vote in their sole discretion in
          connection with any resolution, arrangement, plan of
          reorganization, compromise, settlement or extension and to take
          all such other action, including, without limitation, the right
          to participate in any composition of creditors and the right to
          vote this Note at creditors' meetings; and

                         (iii)  to take generally any action in connection
          with any such proceeding or meeting which the holder hereof might
          otherwise take.

                    No payment or distribution to the holder of any Senior
          Indebtedness as contemplated by the provisions of this Note shall
          entitle the holder hereof to exercise any rights of subrogation
          in respect thereof until all Senior Indebtedness shall have been
          paid in full; and, for the purposes of such subrogation, payments
          or distributions to the holder of any Senior Indebtedness of any
          cash, property or securities to which the holder hereof would be
          entitled except for the provisions of this Note shall, as between
          the Maker and its creditors other than the holders of Senior
          Indebtedness and the holder hereof, be deemed to be a payment by
          the Maker to or on account of the Senior Indebtedness, it being
          understood that the provisions of this Note are for the purpose
          of defining the relative rights of the holder hereof, on the one
          hand, and the holders of Senior Indebtedness on the other hand.

                    The holders of the Senior Indebtedness may, at any time
          and from time to time, without consent of or notice to the holder
          of this Note and without impairing or releasing any of the rights
          of the holders of Senior Indebtedness under this Note, effect,
          consent to and/or permit, and the rights and interests of the
          holders of the Senior Indebtedness under this Note shall remain
          in full force and effect irrespective of, any of the following:

                           (i)  any change in the terms of the Senior
          Indebtedness, including the amount, time, place, manner or terms
          of payment, or any amendment or waiver of any agreement relating
          to Senior Indebtedness;

                          (ii)  any sale, exchange or release of or any
          other dealing with any property by whomsoever at any time pledged
          or mortgaged to secure the Senior Indebtedness, other than a
          provision expressly prohibiting the payment of this Note as a
          device to avoid the obligation hereunder to make such payment;

                         (iii)  any release of anyone liable in any manner
          for the payment and collection of Senior Indebtedness; 

                          (iv)  any exercise or refraining from the
          exercise of any rights against the Maker or others, including the
          holder of this Note;

                           (v)  any application of any funds received by
          holders of Senior Indebtedness by whomsoever paid or however
          realized to the Senior Indebtedness; or

                          (vi)  any other circumstance which might
          otherwise constitute a defense available to any holder hereof as
          against any holder of Senior Indebtedness.

                    The provisions of this Note as to the rights of the
          holders of Senior Indebtedness and the obligations of the holder
          hereof with respect to the Senior Indebtedness shall continue to
          be effective or be reinstated, as the case may be, if at any time
          any payment of any of the Senior Indebtedness is rescinded or
          must otherwise be returned by the holder thereof upon the
          insolvency, bankruptcy or reorganization of any party hereto or
          otherwise, all as though such payment had not been made.

                    Without intending in any manner to limit or affect the
          subordination of Payee's rights to the rights and interests of
          Bank and any other holder(s) of Senior Indebtedness, and subject
          to the limitations set forth herein, if the Maker shall grant to
          Bank or any other holder(s) of Senior Indebtedness security
          interests in any substantial portion of the accounts receivable
          and inventory and other assets of the Maker, as collateral
          security for the Senior Indebtedness (subject to the exceptions
          set forth herein the "Senior Indebtedness Collateral"), the Maker
          shall promptly notify Payee of such grant, and agrees to promptly
          grant to Payee a security interest in such Senior Indebtedness
          Collateral as security for the indebtedness evidenced by this
          Note, subject, however, to the satisfaction and with the
          restrictions of each of the following conditions and
          requirements, each of which shall be binding upon Payee: 

            (i)     The Senior Indebtedness Collateral shall not include
                    any deposits or credits of the Maker or other assets in
                    the possession or control of Bank or any other
                    holder(s) of Senior Indebtedness or any proceeds
                    thereof and the granting by the Maker of security
                    interests therein or liens thereon to Bank or such
                    holder(s) shall not give rise to any of rights of Payee
                    hereunder.

           (ii)     The Maker shall be entitled to grant one or more
                    security interests to Bank or other holder(s) of Senior
                    Indebtedness in connection with the financing of
                    specific real estate and/or construction projects or
                    acquisitions, and/or vehicle, computer or other
                    equipment financing(s), without giving rise to any
                    rights of Payee hereunder and such real estate,
                    vehicles and computers and other equipment and any
                    proceeds thereof shall not be considered Senior
                    Indebtedness Collateral and the granting of any
                    security interests therein or liens thereon to Bank or
                    other holder(s) of Senior Indebtedness shall not give
                    rise to any rights of Payee hereunder.

          (iii)     The grant of such security interest(s) to Payee shall
                    be in the Senior Indebtedness Collateral only, as
                    limited hereby and subordinate to Bank or other
                    holder(s) of Senior Indebtedness.

           (iv)     Any and all documents necessary or appropriate to grant
                    and perfect such security interest(s) to Payee in the
                    Senior Indebtedness Collateral shall be executed by the
                    Maker in form and substance satisfactory to Payee and
                    the Maker and, with respect to the subordination
                    provisions herein, subject to approval as to form and
                    substance by Bank or other holder(s) of Senior
                    Indebtedness.

            (v)     In any event, the following provisions shall apply,
                    without further notice, writing, consent or
                    acknowledgement of Payee, the Maker, Bank or the
                    holder(s) of Senior Indebtedness, to the subordination
                    of any and all security interest(s) which may be
                    granted to Payee in any Senior Indebtedness Collateral:

                    1.   Bank or the holder(s) of Senior Indebtedness may
                         take possession of and may exercise all of its
                         rights to realize upon the Senior Indebtedness
                         Collateral without regard to any interest of Payee
                         in the Senior Indebtedness Collateral.  Bank's or
                         the holder(s)' of Senior Indebtedness rights shall
                         include without limit the right to liquidate the
                         Senior Indebtedness Collateral in whatever order
                         and manner as Bank or the holder(s) of Senior
                         Indebtedness deems advisable, the right to
                         compromise claims for the Senior Indebtedness
                         Collateral, and the right to incur expenses in
                         connection with the exercise of these rights,
                         without consulting with, notifying, or obtaining
                         the approval of Payee, except to the extent, if
                         any, required by law and not waived in writing by
                         Payee.  Payee will not take any action, make any
                         demand, give any notice or exercise any right in
                         connection with any foreclosure of, or realization
                         upon, the Senior Indebtedness Collateral.

                    2.   Should any of the Senior Indebtedness Collateral
                         be received by Payee, Payee shall promptly notify
                         Bank or the holder(s) of Senior Indebtedness and,
                         upon demand by Bank or the holder(s) of Senior
                         Indebtedness, immediately deliver the same to Bank
                         or the holder(s) of Senior Indebtedness in the
                         form received (except for endorsement or
                         assignment by Payee where required by Bank or the
                         holder(s) of Senior Indebtedness) and, until so
                         delivered, the same shall be held in trust by
                         Payee as the property of Bank or the holder(s) of
                         Senior Indebtedness.  In the event of failure of
                         Payee to make any endorsement or assignment, Bank
                         or the holder(s) of Senior Indebtedness, or any
                         Bank or the holder(s) of Senior Indebtedness agent
                         or employee, is irrevocably authorized and
                         appointed as attorney-in-fact for Payee to make
                         the same in the name of Payee.

                    3.   Payee, without the written consent of Bank or the
                         holder(s) of Senior Indebtedness, shall not make
                         or permit any assignment, transfer, pledge or
                         disposition of all or any part of any interest
                         which Payee may acquire with respect to the Senior
                         Indebtedness Collateral or any part of it (except
                         that Payee may release its interest).  Payee
                         agrees to execute a UCC-3 and all other financing
                         statements requested by Bank or the holder(s) of
                         Senior Indebtedness in order to evidence and
                         perfect Bank's or the holder(s)' of Senior
                         Indebtedness rights and interests.

                    4.   The relative priorities of Bank or the holder(s)
                         of Senior Indebtedness and Payee with respect to
                         the Senior Indebtedness Collateral as set forth
                         herein shall control irrespective of the time,
                         method or order of attachment or perfection of the
                         liens and security interests acquired by any of
                         such parties in the Senior Indebtedness Collateral
                         and irrespective of the priorities as would
                         otherwise be determined by reference to the
                         Uniform Commercial Code or other applicable laws.

                    5.   From time to time, Bank or the holder(s) of Senior
                         Indebtedness may enter into any agreements with
                         the Maker or any party who may have pledged
                         property or be responsible for payment of any
                         Senior Indebtedness, as Bank or the holder(s) of
                         Senior Indebtedness may determine, extending the
                         time of payment or renewing or otherwise altering
                         the terms of all or any of the Senior Indebtedness
                         and the agreements related to it or the Senior
                         Indebtedness Collateral or affecting any security
                         (including without limit the Senior Indebtedness
                         Collateral), pledge, or guaranty for it, or may
                         exchange, sell, release, surrender or otherwise
                         deal with any such security (including without
                         limit the Senior Indebtedness Collateral), pledge,
                         or guaranty or may release any balance of funds of
                         the maker with Bank or the holder(s) of Senior
                         Indebtedness, without notice to Payee and without
                         in any way impairing or affecting the
                         subordination provided for herein.

                    6.   Payee further waives any and all other notices
                         from Bank or any holder(s) of Senior Indebtedness
                         to which Payee might otherwise be entitled.  Payee
                         acknowledges and agrees that Bank's or the
                         holder(s)' of Senior Indebtedness rights under
                         this subordination are not conditioned upon
                         pursuit by Bank or the holder(s) of Senior
                         Indebtedness of any remedy Bank or the holder(s)
                         of Senior Indebtedness may have against the Maker
                         or any other person or any other security.

                    7.   Payee acknowledges and agrees that Bank or the
                         holder(s) of Senior Indebtedness has no obligation
                         to acquire or perfect any lien on or security
                         interest in any assets, whether realty or
                         personalty, to secure payment of the Senior
                         Indebtedness.

                    8.   Bank or the holder(s) of Senior Indebtedness shall
                         have no duty to enforce or protect any rights
                         which Payee may have against the Maker or any
                         other person.

                    9.   If after receipt of any payment of any part of the
                         Senior Indebtedness, Bank or the holder(s) of
                         Senior Indebtedness is for any reason compelled to
                         surrender that payment to any person or entity,
                         because that payment is determined to be void or
                         voidable as a preference, impermissible setoff,
                         diversion of trust funds or for any other reason,
                         then to the extent of that payment, the Senior
                         Indebtedness shall be automatically revived and
                         Bank's or the holder(s)' of Senior Indebtedness
                         rights under this subordination shall be
                         automatically continued in effect without
                         reduction or discharge for that payment.  Further,
                         this subordination shall continue in full force
                         notwithstanding any contrary action which may have
                         been taken by Bank or the holder(s) of Senior
                         Indebtedness in reliance upon that payment
                         (including, without limit, surrender or
                         termination of this subordination) and any such
                         contrary action so taken, shall be without
                         prejudice to Bank's or the holder(s)' of Senior
                         Indebtedness's rights under this subordination and
                         shall be deemed to have been conditioned upon that
                         payment having become final and irrevocable.

                    10.  Payee waives any right to require Bank or the
                         holder(s) of Senior Indebtedness to:  (a) give
                         notice of the terms, time and place of any public
                         or private sale of personal property security held
                         from the Maker or any other person, or otherwise
                         comply with the provisions of Section 9-504 of the
                         Michigan or other applicable Uniform Commercial
                         Code; and (b) pursue any other remedy in Bank's or
                         the holder(s)' of Senior Indebtedness power.

                    11.  The priorities of any liens or security interests
                         of the parties in any property of the Maker other
                         than the Senior Indebtedness Collateral are not
                         affected by this subordination and shall be
                         determined by reference to applicable law.  The
                         Bank's or the holder(s)' of Senior Indebtedness
                         rights under this subordination are in addition
                         to, and not in substitution of, its rights under
                         any other subordination agreement of the Payee.

                    12.  Payee waives all rights to require Bank or the
                         holder(s) of Senior Indebtedness to marshall the
                         Senior Indebtedness Collateral or any other
                         property Bank or the holder(s) of Senior
                         Indebtedness may at any time have as security for
                         the Senior Indebtedness and waives all right to
                         require Bank or the holder(s) of Senior
                         Indebtedness to first proceed against any
                         guarantor or other person before proceeding
                         against the Senior Indebtedness Collateral.

                    13.  Payee shall not contest the validity, priority or
                         perfection of any security interest in the Senior
                         Indebtedness Collateral of Bank or the holder(s)
                         of Senior Indebtedness.  The priorities of the
                         parties in the Senior Indebtedness Collateral
                         shall be in accordance with this subordination,
                         regardless of whether any security interest in the
                         Senior Indebtedness Collateral of Bank or the
                         holder(s) of Senior Indebtedness is valid or
                         perfected.

                    14.  Except as otherwise provided in this
                         subordination, all terms in this subordination
                         have the meanings as assigned to them in Article 9
                         (or, absent definition in Article 9, in any other
                         Article) of the Uniform Commercial Code, as of the
                         date of this Note.

                    15.  Payee agrees to reimburse Bank or the holder(s) of
                         Senior Indebtedness for any and all costs and
                         expenses (including, without limit, court costs
                         and reasonable attorney fees whether inside or
                         outside counsel is used, whether or not suit is
                         instituted and, if instituted, whether at the
                         trial or appellate level, in a bankruptcy, probate
                         or administrative proceeding, or otherwise)
                         incurred in enforcing any of the duties and
                         obligations of Payee under this subordination.

                    16.  PAYEE AND BANK OR THE HOLDER(S) OF SENIOR
                         INDEBTEDNESS ACKNOWLEDGE THAT THE RIGHT TO TRIAL
                         BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY
                         BE WAIVED.  EACH PARTY, AFTER CONSULTING (OR
                         HAVING HAD THE OPPORTUNITY TO CONSULT) WITH
                         COUNSEL OF THEIR CHOICE, KNOWINGLY AND
                         VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT, WAIVES
                         ANY RIGHT TO TRIAL BY JURY IN THE EVENT OF
                         LITIGATION REGARDING THE PERFORMANCE OR
                         ENFORCEMENT OF, OR IN ANY WAY RELATED TO, THIS
                         SUBORDINATION.

                    Anything to the contrary contained in the preceding
          provisions regarding Senior Indebtedness Collateral
          notwithstanding, in lieu of agreeing to grant to Payee any
          security interests in the Senior Indebtedness Collateral, the
          Maker, at its option, shall be entitled to elect to declare all
          subordination provisions of this Note to be of no further force
          or effect, and if Bank or the holder(s) of the Senior
          Indebtedness shall, in their sole discretion, consent in writing
          to such declaration, this Note shall no longer be deemed
          subordinate to Senior Indebtedness and any and all rights with
          respect to the granting of security interests in the Senior
          Indebtedness Collateral shall be deemed of no further force or
          effect.

                    The holder of this Note, by acceptance of same,
          absolutely agrees to be bound by all of the provisions hereof
          relating to the subordination of the indebtedness evidenced by
          this Note to the Senior Indebtedness and/or the rights of the
          holders of Senior Indebtedness and the obligations of the holder
          hereof with respect thereto, in each case for the benefit of the
          holders of such Senior Indebtedness.  Such provisions of this
          Note shall inure to the benefit of the holders of the Senior
          Indebtedness and their respective successors and assigns and
          shall be binding upon the holder hereof and its successors and
          assigns.

                    If an Event of Default (as hereinafter defined) shall
          occur: then, at the option of the holder hereof, but subject
          always to the subordination provisions hereof and/or the rights
          of the holders of Senior Indebtedness and the obligations of the
          holder hereof with respect thereto, this Note shall upon
          presentment become immediately due and payable.

                    Payee accepts this Note based solely on Payee's
          independent investigation of (or decision not to investigate) the
          financial condition of the Maker or RAPI and is not relying on
          any information furnished by Bank.  Payee assumes full
          responsibility for obtaining any further information concerning
          the Maker's or RAPI's financial condition, the status of the
          Senior Indebtedness or any other matter which Payee may deem
          necessary or appropriate now or later.  Payee waives any duty on
          the part of the Maker or Bank or any other holder of Senior
          Indebtedness, and agrees that Payee is not relying upon nor
          expecting any of them to disclose to Payee any fact now or later
          known by Bank or any other holder of Senior Indebtedness, whether
          relating to the operations or condition of the Maker or RAPI, the
          existence, liabilities or financial condition of any guarantor of
          the Senior Indebtedness, the occurrence of any default with
          respect to the Senior Indebtedness, or otherwise, notwithstanding
          any effect such fact may have upon Payee's risk or Payee's rights
          against the Maker or RAPI.  Payee knowingly accepts the full
          range of risk encompassed in this Note, which risk includes,
          without limit, the possibility that the Maker or RAPI may incur
          Senior Indebtedness to Bank or any other holder of Senior
          Indebtedness after the financial condition of the Maker or RAPI,
          or its ability to pay the Maker's or RAPI's debts as they mature,
          has deteriorated.  Payee represents that neither Bank or any
          other holder of Senior Indebtedness has made any representation
          to Payee as to the creditworthiness of the Maker or RAPI.

                    An "Event of Default" shall be deemed to have occurred
          hereunder if and only if (a), except as provided in Section 9.4
          of the Agreement, the Maker shall fail to make any payment under
          this Note when due and such failure shall not be cured within 30
          days following written notice thereof from the holder of this
          Note to the Maker; or (b) the Maker shall approve of, consent to
          or acquiesce in the appointment of a trustee, receiver,
          liquidator, custodian, sequestrator or similar official
          (collectively, "Custodians") for itself or substantially all of
          its assets; or (c) a Custodian shall be appointed for the Maker
          without its consent, or for substantially all of its assets, and
          such appointment shall not be terminated or stayed within 90
          days; or (d) any voluntary bankruptcy proceeding shall be
          commenced by the Maker, as debtor; or (e) any involuntary
          bankruptcy proceeding commenced against the Maker shall not be
          dismissed or stayed within 90 days or an order for relief is
          granted against the Maker in such proceeding.

                    If an Event of Default shall occur and be continuing,
          the interest rate of this Note shall, from the date of such Event
          of Default and thereafter so long as such Event of Default shall
          continue unwaived or uncured, be increased to ten percent (10%)
          per annum.

                    This Note may be prepaid in whole or in part at any
          time without penalty or premium.

                    Payee shall be entitled to recover reasonable
          attorneys' fees incurred in the collection of the indebtedness
          evidenced by this Note.

                    This Note may not be changed or terminated orally. 
          This Note is being entered into for the benefit of the holders
          from time to time of the Senior Indebtedness and the provisions
          hereof may be enforced by such holders.  The provisions of this
          Note pertaining to the subordination hereof to the Senior
          Indebtedness and the rights of the holders of the Senior
          Indebtedness set forth herein may not be amended or modified in
          any manner which will impair or adversely affect the rights of
          the holders of Senior Indebtedness without the written consent of
          the holders of Senior Indebtedness.

                                        REPUBLIC AUTOMOTIVE PARTS SALES,
                                        INC.

                                        By:____________________________

                                        Its:___________________________

          ACCEPTED AND AGREED TO:

          BEACON AUTO PARTS COMPANY


          By:__________________________
             Fred J. Pisciotta, Trustee



                                       GUARANTY

                    GUARANTY, dated as of _____________, 1995, made by
          Republic Automotive Parts, Inc., a Delaware corporation
          ("Guarantor"), in favor of Beacon Auto Parts Company, a
          Pennsylvania business trust ("Obligee").

                                 W I T N E S S E T H:

                    For good and valuable consideration, the receipt and
          sufficiency of which is hereby acknowledged by Guarantor,
          Guarantor hereby agrees as follows:

                    1.   Guarantor, as primary obligor and not merely as
          surety, hereby unconditionally and irrevocably guarantees to
          Obligee and its successors and assigns, the due and punctual
          payment when and as due of all obligations of Republic Automotive
          Parts Sales, Inc., a Delaware corporation ("Obligor"), under the
          foregoing Subordinated Promissory Note (the "Note") issued as of
          the date hereof by Obligor to Obligee, pursuant to that certain
          Agreement of Purchase and Sale of Assets dated as of June ____,
          1995, among Obligor, Guarantor, Obligee and certain other
          parties, unless payment thereof is then suspended pursuant to the
          terms of the Note, it being understood that Guarantor's
          obligations under this Guaranty shall be subject to, and governed
          by, the subordination provisions set forth in the Note, as if set
          forth in full herein.

                    2.   Subject to the provisions of paragraph 1 above,
          Guarantor hereby waives any requirement that Obligee make any
          demand, commence suit, or exercise any other right or remedy
          under the Note prior to enforcing its rights against Guarantor
          hereunder and Guarantor hereby understands and consents to
          Obligee proceeding directly against Guarantor in the first
          instance without prior claim or demand on Obligor.  Guarantor
          waives diligence, presentment, protest, demand for payment and/or
          notice of default or nonpayment to or upon Guarantor or of any
          other type whatsoever with respect to the Note.

                    IN WITNESS WHEREOF, the undersigned has duly executed
          and delivered this Guaranty as of the day and year first above
          written.

                                             REPUBLIC AUTOMOTIVE PARTS,
          INC.



          By:____________________________
          ACCEPTED AND AGREED TO:
          BEACON AUTO PARTS COMPANY

          By: ______________________________
              Fred J. Pisciotta, Trustee



                                     SCHEDULE 7.7


                    Beacon Auto Parts Company
                    Distributor Sales Company
                    Greene Motor Equipment Company
                    Auto Parts Distributors





                                   SCHEDULE 4.5(b)
                      ESTIMATED STATEMENT OF ASSETS AND PAYABLES
                     Prepared in accordance with Schedule 2.1(i)


                                                  At Closing Date


(c) Fixed Asset/Goodwill Value                     $5,172,000.00

(d)(i) Inventory Value
      Beaver Falls            x.xx
      Cheswick                x.xx
      Cranberry               x.xx
      Export                  x.xx
      Finleyville             x.xx
      Forest Hills            x.xx
      Greene                  x.xx
      Greensburg              x.xx
      Irwin                   x.xx
      Jeannette               x.xx
      Latrobe                 x.xx
      Monroeville             x.xx
      New Castle              x.xx
      North Hills             x.xx
      Oakland                 x.xx
      Oakmont                 x.xx
      Penn Hills              x.xx
      Pittsburgh              x.xx
      Plum                    x.xx
      Shaler                  x.xx
      Unity Auto              x.xx
      Washington              x.xx
      West Liberty            x.xx
      Vendor rebates          0.00
                         ---------
                                                   $9,060,000.00

(e)  Receivables Value        x.xx
                            100.00%
                         ---------
                                                    1,731,000.00

(f)  Prepaids Value
      Supplies/forms         x.xx
      Prepaid rent           x.xx
      Petty cash at stores   x.xx
      Other prepaids         x.xx
                        ---------
                                                      118,000.00

(g)  Accounts Payable and
      Other Liabilities
       Trade payables        x.xx
       Accrued expenses      x.xx
                        ---------
                                                   (3,895,000.00)
                                                   -------------
(j)  Estimated Purchase Price                      12,186,000.00

(k)  RAPI Shares                                   (1,000,000.00)
     Note                                          (2,000,000.00)
                                                   -------------
                                                    9,186,000.00
                                                              90%
Cash Payment                                        ------------
                                                   $8,267,400.00
                                                    ============


                                                                EXHIBIT 2
                                                                ---------

                              FIFTH AMENDED AND RESTATED
                             REVOLVING CREDIT AGREEMENT 



               THIS AGREEMENT, dated as of the 5th day of July, 1995 by and
          between REPUBLIC AUTOMOTIVE PARTS, INC., a  Delaware corporation,
          of Brentwood,  Tennessee (herein  called "Company")  and COMERICA
          BANK, a  Michigan banking  corporation, successor in  interest by
          reason of  merger to Manufacturers Bank, N.A.,  formerly known as
          Manufacturers  National  Bank of  Detroit,  of Detroit,  Michigan
          (herein called "Bank");

               WHEREAS, Company and Bank entered into a Fourth  Amended and
          Restated Revolving Credit Agreement  dated May 1, 1994 ("Existing
          Revolving Credit Agreement").

               WHEREAS,  Company and Bank  desire to amend  and restate the
          Existing Revolving Credit Agreement;

               NOW  THEREFORE, the Existing  Revolving Credit  Agreement is
          hereby amended and restated in its entirety as follows:

               WITNESSETH:

               1.   DEFINITIONS

               For the purposes of this Agreement the following terms  will
          have the following meanings:

               "Acquisition Capital Expenditures"  shall mean with  respect
          to any period, capital expenditures during such period  which are
          made  as part of an acquisition  by Company or a Subsidiary which
          is permitted pursuant to the provisions of Section 8.5.

               "Activation Fee" shall mean   the fee payable to the Bank in
          connection with  each activation of the  Unutilized Commitment in
          the  amount of  2.5  basis  points  times  that  portion  of  the
          Unutilized Commitment thereby activated.

               "Adjusted Total  Liabilities to Worth Ratio"  shall mean the
          ratio of the sum  of (a) Consolidated total liabilities  plus (b)
          guarantees  of  notes executed  by  jobbers under  the  terms and
          conditions of  the Company's presently  existing jobber financing
          program, to Tangible Net Worth.

               "Advance" shall  mean a  borrowing requested by  Company and
          made by  Bank under  this Agreement,  including any  refunding or
          conversions of such borrowing pursuant to Section 2.7 hereof, and
          shall include a Quoted  Rate Advance, a Eurodollar-based Advance,
          and/or a Prime-based Advance.

               "Alternate  Base Rate"  shall mean  for any  day a  rate per
          annum equal to the Federal Funds Effective Rate in effect on such
          day plus one percent (1%).

               "Applicable Interest  Rate" shall mean the  Quoted Rate, the
          Eurodollar-based Rate,  or the  Prime-based Rate, as  selected by
          Company  from time to time subject to the terms and conditions of
          this Agreement.

               "Business Day" shall mean any day on which commercial  banks
          are open  for  domestic  and  international  business  (including
          dealings in foreign exchange) in Detroit, London and New York.

               "Cash  Flow Coverage  Ratio" shall  mean as  of any  date of
          determination,  a ratio, the  numerator of which  is earnings for
          the  four preceding  fiscal quarters  ending as  of such  date of
          determination before interest expense  for such period, taxes for
          such period  and depreciation  and amortization for  such period,
          plus the increase if any in  the LIFO Reserve during such  period
          and  the denominator of which  is interest expense  and taxes for
          such  period, plus an amount  equal to all  scheduled payments of
          principal with respect to Long Term Debt during such period, plus
          all scheduled payments with  respect to capitalized leases during
          such  period, plus the amount of all capital expenditures (except
          Acquisition  Capital  Expenditures) during  such  period, all  as
          determined in  accordance with GAAP  on a Consolidated  basis for
          Company  and its  Consolidated Subsidiaries.  In  determining the
          Cash  Flow Coverage  Ratio,  principal payments  with respect  to
          Advances shall be excluded.

               "Consolidated"  shall   be  construed  to  include   all  of
          Company's Subsidiaries as hereafter defined.

               "Current Ratio" shall  mean the ratio  of current assets  to
          current liabilities.

               "Eligible  Account" shall  mean  an account  arising in  the
          ordinary course  of Company's or any  Subsidiary's business which
          meets each of the following requirements:

               (a)  it is not  owing more  than sixty (60)  days after  the
                    date   of  the  original   invoice  or   other  writing
                    evidencing such account;

               (b)  it is not  owing by  an account debtor  who shall  have
                    failed  to pay twenty five percent (25%) or more of the
                    aggregate amount of its  accounts then owing to Company
                    or any Subsidiary within sixty (60) days after the date
                    of the respective invoices or other writings evidencing
                    such accounts;
                                           
               (c)  if  it arises  from the  sale or  lease of  goods, such
                    goods  have been  shipped or  delivered to  the account
                    debtor under  such account; if it  arises from services
                    rendered, such services have been performed;

               (d)  it is  evidenced by  an invoice, dated  not later  than
                    five   (5)  days   after  the   date  of   shipment  or
                    performance, rendered  to such  account debtor  or some
                    other evidence of billing acceptable to Bank and is not
                    evidenced by any instrument or chattel paper;

               (e)  it is  a valid,  legally enforceable obligation  of the
                    account debtor  thereunder, and  is not subject  to any
                    offset, counterclaim  or other  defense on the  part of
                    such account debtor or to any claim on the part of such
                    account debtor denying liability thereunder in whole or
                    in part;

               (f)  it is not  owing by  Company or any  Subsidiary to  the
                    other;

               (g)  it is not owing by an  account debtor whose obligations
                    Bank, acting in its sole discretion and in  good faith,
                    shall have  notified Company in writing  are not deemed
                    to constitute Eligible Accounts; and

               (h)  it is not subject to any sale  of accounts, assignment,
                    lien or  security  interest whatsoever  other  than  to
                    Bank.

          An account  which is at any  time an Eligible Account,  but which
          subsequently  fails to  meet any  of the  foregoing requirements,
          shall forthwith cease to be an Eligible Account.

               "Eligible  Inventory" shall  mean  all of  Company's or  any
          Subsidiary's inventory,  excluding (i) any raw  materials or work
          in  process and  (ii) inventory subject  to any  liens (including
          without limitation,  liens permitted  under this  Agreement), and
          shall be  valued at the lesser of  cost (on a first-in, first-out
          basis) or present market  value and without giving effect  to any
          LIFO Reserve adjustments.

               "ERISA" shall  mean the Employee Retirement  Income Security
          Act of 1974, as amended, or any successor act or code.

               "Environmental Laws" shall mean all federal, state and local
          laws including  statutes, regulations, ordinances,  codes, rules,
          and other governmental restrictions and requirements, relating to
          environmental pollution, contamination or other impairment of any
          nature, any  hazardous or other  toxic substances of  any nature,
          whether  liquid, solid  and/or  gaseous, including  smoke, vapor,
          fumes, soot, acids, alkalis,  chemicals, wastes, by-products, and
          recycled materials.  These Environmental  Laws shall  include but
          not  be  limited to  the Federal  Solid  Waste Disposal  Act, the
          Federal Clean Air Act,  the Federal Clean Water Act,  the Federal
          Resource  Conservation  and Recovery  Act  of  1976, the  Federal
          Comprehensive Environmental Response, Compensation  and Liability
          Act of 1980, the Federal Superfund Amendments and Reauthorization
          Act of 1986, regulations  of the Environmental Protection Agency,
          regulations of the Nuclear  Regulatory Agency, regulations of any
          state  department of  natural  resources or  state  environmental
          protection  agency now  or at  any time  hereafter in  effect and
          local health department ordinances.

               "Eurodollar-based Advance" shall mean an Advance which bears
          interest at the Eurodollar-based Rate.

               "Eurodollar-based  Rate" means  a  per annum  interest  rate
          which is the sum of the Margin, plus the quotient of:

               (a)  the per annum interest rate at which Bank's Euro-dollar
                    Lending Office  offers deposits  to prime banks  in the
                    eurodollar  market  in  an  amount  comparable  to  the
                    relevant  Eurodollar-based Advance  and  for  a  period
                    equal  to the  relevant  Eurodollar-Interest Period  at
                    approximately 11:00 a.m. Detroit time  two (2) Business
                    Days prior to the first day of such Eurodollar-Interest
                    Period;

                    divided by

               (b)  a percentage equal to  100% minus that percentage which
                    is  in  effect on  the  date  of such  Eurodollar-based
                    Advance, as prescribed by the Board of Governors of the
                    Federal  Reserve   System   (or  any   successor)   for
                    determining  the maximum  reserve  requirements  for  a
                    member bank of the Federal Reserve System with deposits
                    exceeding  five billion  dollars in  respect of  "Euro-
                    currency  Liabilities"  (or  in  respect  of  any other
                    category  of  liabilities  which includes  deposits  by
                    reference  to  which the  interest  rate on  Eurodollar
                    loans is  determined or  any category of  extensions of
                    credit  or other assets which includes  loans by a non-
                    United States  Eurodollar  Lending Office  of  Bank  to
                    United States residents).

               "Eurodollar-Interest  Period" shall mean  an Interest Period
          of one (1), two (2),  three (3) or six (6) months  as selected by
          Company pursuant to Section 2.5 or 2.7 of this Agreement.

               "Eurodollar Lending Office" shall mean Bank's office located
          at  Grand Cayman Island, British West Indies or such other branch
          of  Bank, domestic or foreign,  as it may  hereafter designate as
          its Eurodollar Lending Office by notice to Company.
                                          
               "Federal Funds Effective  Rate" shall mean,  for any day,  a
          fluctuating interest rate per annum equal to the weighted average
          of the rates on overnight Federal funds transactions with members
          of the Federal Reserve System arranged  by Federal funds brokers,
          as published for such day (or, if such day is not a Business Day,
          for  the next preceding Business Day) by the Federal Reserve Bank
          of New York,  or, if such  rate is not so  published for any  day
          which is a Business Day, the  average of the quotations for  such
          day on  such  transactions received  by Bank  from three  Federal
          funds brokers of recognized standing selected by it.

               "Guaranty"  shall mean  a guaranty  of payment  in the  form
          attached hereto as Exhibit "C".

               "Interest  Period" shall  mean either  a Eurodollar-Interest
          Period or a Quoted  Rate-Interest Period commencing on the  day a
          Quoted Rate Advance or a Eurodollar-based Advance is made, as the
          case may be, provided that:

               (a)  any Interest  Period which would otherwise end on a day
                    which  is not a Business  Day shall be  extended to the
                    next  succeeding  Business Day,  except  that  as to  a
                    Eurodollar-Interest  Period,  if  the  next  succeeding
                    Business  Day  falls  in another  calendar  month,  the
                    Eurodollar-Interest   Period  shall  end  on  the  next
                    preceding Business Day,  and when a Eurodollar-Interest
                    Period  begins  on  a  day  which  has  no  numerically
                    corresponding  day in the  calendar month  during which
                    such Eurodollar-Interest Period is to end, it shall end
                    on the last Business Day of such calendar month, and

               (b)  no Interest  Period shall  extend  beyond the  maturity
                    date set forth in the Revolving Credit Note.

               "Letter(s) of  Credit" shall have  the meaning set  forth in
          Section 3.1.

               "Loan  Document" shall  mean this  Agreement, the  Notes (as
          defined below)  and any  collateral document and  other documents
          and instruments executed and delivered in connection therewith.

               "Long  Term  Debt" shall  mean  the  Consolidated long  term
          indebtedness   of  Company,   excluding  all   debt  specifically
          subordinated to  the indebtedness  under this Agreement,  in form
          satisfactory to the Bank, but including the following:

               (a)  all  payments  for Consolidated  long  term  debt which
                    shall become due within one  year (except to the extent
                    such   debt   is  specifically   subordinated   to  the
                    indebtedness under this Agreement, in form satisfactory
                    to the Bank);         

               (b)  unfunded ERISA liability;

               (c)  capitalized leases;

               (d)  any  Subsidiary's  indebtedness   for  borrowed   money
                    (except  to   the  extent  such  debt  is  specifically
                    subordinated  to the indebtedness under this Agreement,
                    in  form  satisfactory  to  the  Bank),  including  any
                    capitalized leases, including said debt  or capitalized
                    leases  whether or  not  they have  been guaranteed  by
                    Company.

               "Long Term Debt to Worth Ratio" shall mean the ratio of Long
          Term Debt to Tangible Net Worth.

               "Margin"  shall  mean,  as  of  any  date  of  determination
          thereof,  the  applicable  interest rate  margin,  determined  in
          accordance with the provisions of Section 4.7 hereof by reference
          to the appropriate columns in the pricing matrix attached to this
          Agreement as Schedule 4.7.

               "Material Adverse Change or  Effect" shall mean with respect
          to  any matter that such  matter could reasonably  be expected to
          materially   and  adversely  affect   the  business,  properties,
          condition (financial  or otherwise), or results  of operations of
          Company and its Subsidiaries, in each case considered as a whole.

               "Net Working Capital" shall  mean the dollar amount computed
          by subtracting current liabilities from current assets, including
          in current  liabilities all  payments under the  Revolving Credit
          Note which shall fall due within one year; provided, however, for
          purposes of this computation, all prepaid items shall be excluded
          from current assets.

               "Pension Plans" shall  mean all pension plans  of Company or
          any Subsidiary which are subject to ERISA whether existing on the
          date  of this  Agreement, or  hereinafter created,  maintained or
          assumed.

               "Prime  Rate"  shall  mean   the  per  annum  interest  rate
          established by Bank as its prime  rate for its borrowers as  such
          rate may  vary from time to  time, which rate is  not necessarily
          the lowest rate on loans made by Bank at any such time.

               "Prime-based  Rate"  shall  mean  that  per  annum  rate  of
          interest  which is the sum of the  Margin plus the greater of (i)
          the Prime Rate, or (ii) the Alternate Base Rate.

               "Prime-based Advance"  shall  mean an  advance  which  bears
          interest at the Prime-based Rate.
                                          
               "Quoted  Rate" means  for  any  day  a  per  annum  rate  of
          interest,  other than  the  Prime-based Rate  or Eurodollar-based
          Rate, which  is quoted  by Bank  and accepted  by Company as  the
          applicable interest rate  with respect to  a Quoted Rate  Advance
          hereunder.

               "Quoted Rate Advance" means  an Advance which bears interest
          at the Quoted Rate.

               "Quoted Rate-Interest Period" shall  mean an Interest Period
          of  one (1)  to  one hundred  eighty  (180) days  as selected  by
          Company pursuant to Section 2.5 or 2.7 of this Agreement.

               "Request  for  Advance" shall  mean  a  Request for  Advance
          issued by Company  under this  Agreement in the  form annexed  to
          this Agreement as Exhibit "B".

               "Revolving Credit Commitment" shall mean Thirty Five Million
          Dollars ($35,000,000), subject  to termination under Sections  10
          and 11.2 hereof.

               "Revolving Credit Note" shall mean the Revolving Credit Note
          issued by Company under this Agreement in the form annexed hereto
          as Exhibit "A".

               "Subsidiary"  shall mean  a corporation  of which  more than
          fifty percent (50%) of  the outstanding voting stock is  owned by
          Company,  either  directly  or  indirectly through  one  or  more
          intermediaries.

               "Tangible Net  Worth" shall mean the  dollar amount computed
          by  subtracting   total  liabilities   from   total  assets   and
          subtracting  from  such  amount  goodwill  and  other  intangible
          assets.

               "Unsecured  Obligations"  shall  mean  all  indebtedness and
          obligations  for borrowed  money  of Company  or any  Subsidiary,
          determined on a consolidated basis, including without duplication
          or limitation:

               (a)  unfunded ERISA liability;

               (b)  any letter of credit  reimbursement obligations and any
                    obligations  under any  guaranty  of any  obligation of
                    persons  other than  Company and  the Subsidiaries  for
                    borrowed money or which has been incurred in connection
                    with  the  acquisition  of  assets,  including  without
                    limitation  any  and  all  agreements,   contingent  or
                    otherwise, to support the obligations of  such persons;
                    and

               (c)  capitalized leases;
                                          
               but excluding:

               (a)  endorsement  by  Company  or   any  Subsidiary  in  the
                    ordinary course of  business of negotiable  instruments
                    or documents for deposit or collection;

               (b)  guaranties of Subsidiaries'  or Company's  indebtedness
                    to Bank;

               (c)  indebtedness  of   Company  and/or  any  one   or  more
                    Subsidiaries  or guaranties  thereof by  Company and/or
                    any one or more Subsidiaries  to third party sellers or
                    designees or  assignees incurred solely for the purpose
                    of  an  acquisition  by  Company  or  any  one or  more
                    Subsidiaries permitted pursuant to Section  8.5(a), (b)
                    and (c) hereof;

               (d)  indebtedness (including  capitalized lease obligations)
                    secured by the liens permitted in Section 8.6 hereof.

               "Utilized  Commitment"  shall  mean  that  portion   of  the
          Revolving Credit Commitment designed by Company from time to time
          in writing to Bank pursuant to Section 2.10 hereof as the  active
          portion thereof and  shall be  an amount equal  to the  Revolving
          Credit Commitment less  the Unutilized Commitment. As of the date
          of this Agreement, the Utilized Commitment shall be $35,000,000.

               "Unutilized Commitment" shall mean the amount  designated by
          Company  from time to time in writing to Bank pursuant to Section
          2.9  hereof  as the  inactive  portion  of the  Revolving  Credit
          Commitment,  and shall be an amount equal to the Revolving Credit
          Commitment  less than Utilized Commitment. As of the date of this
          Agreement, the Unutilized Commitment shall be $0.   

               2.   THE INDEBTEDNESS: Revolving Credit

               2.1  Bank agrees to make Advances to Company at any time and
          from time to time from the effective date  hereof until April 30,
          1999, not to exceed the  Revolving Credit Commitment in aggregate
          principal  amount  at  any   one  time  outstanding  (subject  to
          reduction  as  provided  in  Section  11.2  hereof).  All of  the
          Advances  hereunder shall  be evidenced  by the  Revolving Credit
          Note under which advances, repayments and readvances may be made,
          subject to the terms and conditions of this Agreement.

               2.2  The  Revolving Credit  Note shall  mature on  April 30,
          1999, and each Advance  from time to time outstanding  thereunder
          shall bear interest  at its Applicable Interest  Rate. The amount
          and  date  of each  Advance,  its Applicable  Interest  Rate, its
          Interest Period, and the  amount and date of any  repayment shall
          be noted  on Bank's  records, which records  shall be  conclusive
          evidence  thereof.  Advances   outstanding  under  the   Existing
          Revolving  Credit  Agreement  shall  be  deemed  to  be  Advances
          hereunder with  the same  Applicable Interest Rates  and Interest
          Periods, if any.  Interest accrued and unpaid  under the Existing
          Revolving Credit Agreement shall be deemed  to have accrued under
          this Agreement.

               2.3  Interest  on  the  unpaid  balance  of all  Prime-based
          Advances  from  time  to   time  outstanding,  shall  be  payable
          quarterly commencing on October 1, 1995. Interest accruing at the
          Prime-based Rate shall be computed on the basis of a  year of 360
          days and assessed for the actual number of days elapsed, from the
          first day of  any Prime-based  Advance to but  not including  the
          last day thereof and in such computation effect shall be given to
          any change in the Prime-based Rate resulting from a change in the
          Prime-based  Rate on the date  of such change  in the Prime-based
          Rate.

               2.4  Interest   on  each   Quoted  Rate  Advance   and  each
          Eurodollar-based  Advance shall be payable on the last day of the
          Interest Period applicable thereto and if such Interest Period is
          longer  than  three (3)  months,  interest  shall be  payable  at
          intervals  of  three  (3) months  after  the  first day  thereof.
          Interest accruing at the Quoted Rate or the Eurodollar-based Rate
          shall be computed on the basis of a 360 day year and assessed for
          the  actual number  of days  elapsed from  the first  day  of the
          Interest Period applicable thereto to  but not including the last
          day thereof.

               2.5  Company  may request  an Advance  upon the  delivery to
          Bank of a Request for Advance executed on behalf of Company by an
          authorized officer of Company, subject to the following:

               (a)  each  such  Request for  Advance  shall  set forth  the
                    information required  on the  Request for Advance  form
                    annexed hereto as Exhibit "B";

               (b)  each  such Request  for Advance  shall be  delivered to
                    Bank by 12  noon four  (4) Business Days  prior to  the
                    proposed date of Advance in the case of Eurodollar-
                    based Advances, and by 11:00 a.m.  on the proposed date
                    of  Advance in  the  case of  Prime-based Advances  and
                    Quoted Rate Advances;

               (c)  except  with  respect   to  Prime-based  Advances,  the
                    principal amount  of such  Advance, plus the  amount of
                    any   outstanding  indebtedness  to  be  then  combined
                    therewith having the same Applicable  Interest Rate and
                    Interest Period, if any, shall be at least Five Hundred
                    Thousand Dollars ($500,000);

               (d)  a Request  for Advance,  once delivered to  Bank, shall
                    not be revocable by Company.
                                          
               2.6  Company  may  prepay all  or  part  of the  outstanding
          balance of the Prime-based  Advance(s) under the Revolving Credit
          Note at any  time. Upon  four (4) Business  Days prior notice  to
          Bank, Company may  prepay all or part of any  Quoted Rate Advance
          or  Eurodollar-based Advance  on  the last  day  of the  Interest
          Period applicable thereto,  provided that the amount of  any such
          partial  prepayment  shall  be  at least  Five  Hundred  Thousand
          Dollars ($500,000) and  the unpaid portion of  such Advance which
          is  refunded or converted under  Section 2.7 shall  be subject to
          the  limitations  set  forth   in  subsection  (c)  thereof.  Any
          prepayment made  in accordance  with this  Section  2.6 shall  be
          without  premium,  penalty or  prejudice  to  Company's right  to
          reborrow under the terms of this  Agreement. Any other prepayment
          shall be restricted by Section 4.1 hereof.

               2.7  Company  may refund  any Advance  in the  same  type of
          Advance or convert any Advance to any other type of  Advance upon
          the delivery  to Bank of  a Request for  Advance, subject to  the
          following:

               (a)  each  such  Request for  Advance  shall  set forth  the
                    information required  on the  Request for  Advance form
                    annexed hereto as Exhibit "B";

               (b)  each  such Request  for Advance  shall be  delivered to
                    Bank by 12  noon four  (4) Business Days  prior to  the
                    proposed date of refunding or conversion in the case of
                    Eurodollar-based Advances,  and  by 11:00  a.m. on  the
                    proposed date of refunding or conversion in the case of
                    Prime-based Advances and Quoted Rate Advances;

               (c)  except with respect to Prime-based Advances, the amount
                    to be  converted or  refunded, plus the  amount of  any
                    outstanding  indebtedness to be then combined therewith
                    having  the same Applicable  Interest Rate and Interest
                    Period, if any, shall be at least Five Hundred Thousand
                    Dollars ($500,000);

               (d)  the proposed date of any refunding or conversion of any
                    outstanding  Quoted  Rate  Advance or  Eurodollar-based
                    Advance shall only be  on the last day of  the Interest
                    Period applicable thereto;

               (e)  a Request  for Advance,  once delivered to  Bank, shall
                    not be revocable by Company.

          If, as to any outstanding Quoted Rate Advance or Eurodollar-based
          Advance, Bank shall not receive a timely Request for Advance with
          regard  to  the refunding  or  conversion  thereof the  principal
          amount  thereof which is not then  prepaid shall be automatically
          converted  to  a  Prime-based Advance  on  the  last  day of  the
          Interest Period applicable thereto.
                                          
               2.8  From the date hereof to (but excluding) April 30, 1999,
          Company  shall pay  to  Bank a  revolving  credit commitment  fee
          consisting of the sum of:

                    (a)  Twenty  basis  points (.20%)  per annum  times the
               average daily  amount by which the  Utilized Commitment then
               in effect  exceeds the  sum of  (i) the aggregate  principal
               amount of Advances outstanding from time to time during such
               period, and (ii) the aggregate  daily undrawn amount of  any
               Letters of Credit during such period, calculated on a  daily
               basis; and

                    (b)  Ten  basis  points  (.10%)  per  annum  times  the
               Unutilized Commitment then in  effect (if any) calculated on
               a daily basis.

          The revolving credit commitment fee shall be payable quarterly in
          arrears  commencing October 1, 1995, and on the first day of each
          calendar quarter thereafter and  on April 30, 1999, and  shall be
          computed on the basis of a year of three hundred sixty (360) days
          and  assessed for the actual number of days elapsed. Whenever any
          payment of the revolving credit commitment fee shall be  due on a
          day  which is not  a Business Day,  the date for  payment thereof
          shall  be extended to the next Business Day. The revolving credit
          commitment fee  shall not be refundable  under any circumstances.
          Commitment fees  accrued and unpaid under  the Existing Revolving
          Credit  Agreement shall be  deemed to have  accrued hereunder and
          shall be payable on October 1, 1995.

               2.9  Company may at  any time and from time to time, upon at
          least three (3) Business Days' prior written notice to the Agent,
          subject to the provisions of Section 2.10, designate a portion of
          the  Utilized  Commitment   portion  of   the  Revolving   Credit
          Commitment at  any time  so designated, to  be a  portion of  the
          Unutilized Commitment portion of the Revolving  Credit Commitment
          as not presently available for borrowing hereunder, provided that
          (i) each such designation  shall be in an aggregate  amount equal
          to at least One  Million Dollars ($1,000,000) or a  larger amount
          in multiples  of  One  Million  Dollars  ($1,000,000);  provided,
          however, the Unutilized Commitment may not exceed Fifteen Million
          Dollars ($15,000,000);  (ii) Company  shall prepay in  accordance
          with the terms hereof the amount,  if any, by which the aggregate
          unpaid principal amount of Advances, plus the aggregate amount of
          any  outstanding Letters  of Credit,  exceeds the  amount of  the
          Utilized Commitment  portion of the Revolving  Credit Commitment,
          taking into account the  aforesaid designation under this Section
          2.9, together with accrued  but unpaid interest on the  principal
          amount  of such prepaid Advances to the date of prepayment; (iii)
          if the designation under this Section 2.9 requires the prepayment
          of  a  Eurodollar-based  Advance  or Quoted  Rate  Advance,  such
          designation may be effective only on the last Business Day of the
          then current Interest Period  applicable to such Eurodollar-based
          Advance or Quoted Rate Advance and (iv) no such designation shall
          reduce the amount of  the Utilized Commitment to an  amount which
          is  less than  the sum  of the  aggregate undrawn  amount  of any
          Letters  of  Credit  outstanding   at  such  time.  The  Utilized
          Commitment shall be reduced by the aggregate amount so designated
          under  this  Section 2.9  as  the  Utilized  Commitment upon  the
          effective  date  of  each  such designation  and  the  Unutilized
          Commitment shall increase by the amount so designated.

               2.10 Provided  that  no  default  or event  of  default  has
          occurred and  is continuing on  both the date of  request and the
          date  of proposed  activation, Company  may, upon  not less  than
          three (3) Business Days'  prior written notice to the  Bank elect
          to  activate  all  or  any  part  of  the Unutilized  Commitment,
          provided that  on or  before the requested  date for  activation,
          Company shall pay to  the Bank, the Activation Fee;  and provided
          further that each such activation shall be in an aggregate amount
          of at least One  Million Dollars ($1,000,000) or a  larger amount
          in multiples of One Million Dollars ($1,000,000). Each activation
          of the  Unutilized Commitment shall  remain in effect  (and shall
          not  be reduced  by a  subsequent designation  under Section  2.9
          hereof) for a  period of  not less than  ninety (90)  consecutive
          days. Upon the effectiveness of any activation of  the Unutilized
          Commitment  under this  Section 2.10,  the Unutilized  Commitment
          shall decrease  by  the  amount so  activated  and  the  Utilized
          Commitment shall increase by the amount so activated.

               3.   LETTERS OF CREDIT

               3.1  In addition to Advances under the Revolving Credit Note
          to be provided  to Company by Bank under and  pursuant to Section
          2.1 of this Agreement, Bank agrees to  issue, or commit to issue,
          from time  to time, standby  and trade letters of  credit for the
          account  of  Company (herein  individually  called  a "Letter  of
          Credit"  and  collectively,  "Letters  of  Credit") in  aggregate
          undrawn amounts  not to exceed Five  Million Dollars ("5,000,000)
          at any one time  outstanding; provided, however, that the  sum of
          the aggregate amount of  Advances outstanding under the Revolving
          Credit Note plus  the aggregate amount of  outstanding Letters of
          Credit shall  not exceed at any  one time the then  amount of the
          Utilized  Commitment; and  provided further  that each  Letter of
          Credit  shall be  in form  acceptable to  Bank and  no Letter  of
          Credit shall, by its terms, have an expiration date which extends
          beyond the  earlier to occur  of (i) one  year after its  date of
          issuance and (ii) April  30, 1999. In  addition to the terms  and
          conditions of  this Agreement,  the  issuance of  any Letters  of
          Credit  shall also be subject to the  terms and conditions of any
          letter  of   credit  applications  and  agreements  executed  and
          delivered  by Company  unto  Bank with  respect thereto.  Company
          shall pay  to Bank annually in advance a fee of 3/4% per annum of
          the  amount  of each  standby Letter  of  Credit. Fees  for trade
          letters of credit shall be as quoted by Bank to Company and shall
          be paid upon issuance of each such trade letter of credit.

               4.   SPECIAL  PROVISIONS, CHANGES IN CIRCUMSTANCES AND YIELD
                    PROTECTION.

               4.1  If Company makes any  payment of principal with respect
          to any Eurodollar-based Advance or Quoted Rate Advance on any day
          other than the last day of the Interest Period applicable thereto
          (whether voluntarily,  by acceleration, or otherwise),  or if the
          Company fails  to borrow  any Eurodollar-based Advance  or Quoted
          Rate Advance after notice has been given by the Borrower to  Bank
          in accordance with the  terms hereof requesting such  Advance, or
          the Company fails to  make any payment when  due of principal  or
          interest  in respect of a Eurodollar-based Advance or Quoted Rate
          Advance,  the  Company shall  reimburse  Bank on  demand  for any
          resulting  loss, cost  or expense  incurred by  Bank as  a result
          thereof, including,  without limitation,  any such loss,  cost or
          expense   incurred  in   obtaining,  liquidating,   employing  or
          redeploying deposits  from third parties, whether or not the Bank
          shall  have funded or committed to fund such Advance. Such amount
          payable by the Company  to Bank may include,  without limitation,
          an  amount equal  to the  excess, if  any, of  (a) the  amount of
          interest  which would have accrued  on the amount  so prepaid, or
          not so borrowed, refunded  or converted, for the period  from the
          date of such  prepayment or of such failure to  borrow, refund or
          convert, through the last day of the relevant Interest Period, at
          the  applicable rate  of  interest for  said Advance(s)  provided
          under  this Agreement,  over  (b)  the  amount  of  interest  (as
          reasonably determined by  Bank) which would have  accrued to Bank
          on such amount by placing such amount on deposit for a comparable
          period  with leading  banks in  the interbank  eurodollar market.
          Calculation of any  amounts payable to Bank under  this paragraph
          shall  be made  as  though Bank  shall  have actually  funded  or
          committed to fund the relevant Eurodollar-based Advance or Quoted
          Rate  Advance through the purchase of an underlying deposit in an
          amount equal to the amount of  such Advance and having a maturity
          comparable to  the relevant  Interest Period;  provided, however,
          that Bank  may fund any  Eurodollar-based Advance or  Quoted Rate
          Advance  in any manner it deems fit and the foregoing assumptions
          shall  be utilized  only for  the purpose  of the  calculation of
          amounts payable under this paragraph. Upon the written request of
          the Company,  Bank shall  deliver to  the Borrower a  certificate
          setting forth  the basis for  determining such losses,  costs and
          expenses,  which  certificate  shall  be   conclusively  presumed
          correct, absent manifest error.

               4.2  For  any  Interest  Period  for  which  the  Applicable
          Interest  Rate  is  the  Eurodollar-based  Rate,  if  Bank  shall
          designate  a  Eurodollar  Lending Office  which  maintains  books
          separate  from those  of the  rest of Bank,  Bank shall  have the
          option of maintaining  and carrying the  relevant Advance on  the
          books of such Eurodollar Lending Office.

               4.3  If,   with  respect   to  any  Interest   Period,  Bank
          determines that, by reason of circumstances affecting the foreign
          exchange and interbank markets generally, deposits in Eurodollars
          in the applicable amounts  are not being offered to  the Bank for
          such  Interest  Period, then  Bank  shall  forthwith give  notice
          thereof to  the Company.  Thereafter until Bank  notifies Company
          that such  circumstances no longer exist, the  obligation of Bank
          to make  Eurodollar-based Advances, and  the right of  Company to
          convert  an Advance to or refund an Advance as a Eurodollar-based
          Advance shall be suspended.

               4.4  If,  after the date hereof, the introduction of, or any
          change  in,  any applicable  law, rule  or  regulation or  in the
          interpretation  or  administration  thereof by  any  governmental
          authority  charged  with  the  interpretation  or  administration
          thereof, or compliance by Bank (or its Eurodollar Lending Office)
          with any request or directive (whether or not having the force of
          law)  of any such authority  issued after the  date hereof, shall
          make  it unlawful or impossible  for the Bank  (or its Eurodollar
          Lending Office)  to honor its  obligations hereunder  to make  or
          maintain any Advance with  interest at the Eurodollar-based Rate,
          Bank shall  forthwith give notice thereof  to Company. Thereafter
          (a) the obligations of Bank to make Eurodollar-based Advances and
          the right of Company to  convert an Advance or refund an  Advance
          as a Eurodollar-based Advance  shall be suspended, and thereafter
          Company may  select as Applicable Interest Rates only those which
          remain  available, and (b) if  Bank may not  lawfully continue to
          maintain  an outstanding Advance to  the end of  the then current
          Interest Period applicable thereto, the Prime-based Rate shall be
          the Applicable Interest  Rate for the remainder of  such Interest
          Period with respect to such outstanding Advance(s).

               4.5  If  the adoption after  the date hereof,  or any change
          after  the date hereof in, any applicable law, rule or regulation
          of any governmental authority,  central bank or comparable agency
          charged with  the interpretation  or  administration thereof,  or
          compliance by Bank  (or its Eurodollar  Lending Office) with  any
          request or directive  (whether or  not having the  force of  law)
          made by  any such  authority, central bank  or comparable  agency
          after the date hereof:

               (a)  shall subject  Bank (or its Eurodollar  Lending Office)
                    to  any tax, duty or  other charge with  respect to the
                    Revolving Credit Note or any Advance hereunder or shall
                    change the  basis of taxation  of payments to  Bank (or
                    its Eurodollar  Lending Office) of the  principal of or
                    interest on any Advance or any other amounts  due under
                    the Revolving Credit Note  or this Agreement in respect
                    thereof (except for changes  in the rate of tax  on the
                    overall net  income of  Bank or its  Eurodollar Lending
                    Office  imposed by  the  jurisdiction in  which  Bank's
                    principal executive office or Eurodollar Lending Office
                    is located) or

               (b)  shall  impose, modify  or deem  applicable  any reserve
                    (including,  without limitation,  any  imposed  by  the
                    Board  of Governors  of  the  Federal Reserve  System),
                    special  deposit or similar  requirement against assets
                    of, deposits  with or  for  the account  of, or  credit
                    extended by Bank (or  its Eurodollar Lending Office) or
                    shall impose on Bank (or its Eurodollar Lending Office)
                    or the foreign exchange and interbank markets any other
                    condition affecting any Advance or the Revolving Credit
                    Note under this Agreement;

          and the result of any of the foregoing is to increase the cost to
          Bank  of maintaining any part of the indebtedness hereunder or to
          reduce the amount  of any sum received by Bank hereunder or under
          the Revolving Credit  Note by an amount deemed by  the Bank to be
          material, then Bank shall, after  demand by Bank, promptly notify
          Company of such fact and demand compensation therefor and, within
          fifteen (15) days after demand by Bank, Company agrees to pay  to
          Bank  such additional amount  or amounts as  will compensate Bank
          for  such increased cost or  reduction. Bank will promptly notify
          Company of any event of which it has knowledge which will entitle
          Bank to compensation pursuant to  this Section. A certificate  of
          Bank  setting forth  the  basis for  determining such  additional
          amount or  amounts necessary to  compensate Bank shall  be deemed
          conclusively correct save for manifest error.

               4.6  In the event  that at any time  after the date of  this
          Agreement any change in law such as described in Sections 4.4 and
          4.5,  hereof,  shall, in  the opinion  of  Bank require  that the
          unused portion  of the  credit provided  under this  Agreement be
          treated  as an  asset or  otherwise be  included for  purposes of
          calculating the appropriate amount of capital to be maintained by
          Bank  or  any corporation  controlling  Bank,  Bank shall  notify
          Company.  Company and  Bank  shall thereafter  negotiate in  good
          faith  an  agreement to  increase the  commitment fee  payable to
          Bank, which  will adequately compensate  the Bank  for the  costs
          associated  with such change in law. If such increase is approved
          in writing by  Company within thirty (30)  days from the date  of
          the  notice to Company from  Bank, the commitment  fee payable by
          Company  under this Agreement  shall, effective from  the date of
          such agreement, include  the amount of  such agreed increase.  If
          Company  and Bank are unable to agree  on such an increase within
          thirty (30) days from the date  of the notice to Company, Company
          shall have the option, exercised by written notice to Bank within
          sixty (60) days from the date of the aforesaid notice  to Company
          from  Bank, to terminate this Agreement, in which event, all sums
          then  outstanding to Bank hereunder  shall be due  and payable in
          full. If (a) Company and Bank fail to agree on an increase in the
          commitment fee, or (b)  Company fails to give timely  notice that
          it has elected to exercise its option to terminate this Agreement
          as  set  forth above,  then  this  agreement shall  automatically
          terminate  as of the  last day  of the  aforesaid sixty  (60) day
          period,  in  which  event  all  sums  then  outstanding  to  Bank
          hereunder shall be due and payable in full.

               4.7  Adjustments  in  the  Margin,  based  on  the financial
          covenants as set forth in Schedule 4.7, shall be implemented on a
          quarterly basis as follows:

               (a)  Such  Margin adjustments  shall  be  given  prospective
                    effect only,  effective on the  first day of  the first
                    month following  the required  date of delivery  of the
                    financial  statements under  Section 7.1(a)  and 7.1(b)
                    hereof, establishing applicability  of the  appropriate
                    adjustments, of  any. In  any event the  Borrower fails
                    timely  to  deliver the  financial  statements required
                    under  Section 7.1(a)  and 7.1(b),  then from  the date
                    such financial statements were required to be delivered
                    until   the  date   of  delivery   of  such   financial
                    statements, the Margin shall  be the highest Margin set
                    forth in the pricing matrix attached as Schedule 4.7.

               (b)  An  adjustment  hereunder,  after  becoming  effective,
                    shall  remain in effect only until the first day of the
                    first  month  following   the  delivery  of   quarterly
                    financial statements, as  aforesaid, demonstrating  any
                    change  in the  applicable  financial covenants  or the
                    occurrence of  any event  which under the  terms hereof
                    causes such adjustment no longer to be applicable, then
                    any such subsequent adjustment or no adjustment, as the
                    case may be, shall be effective (and said pricing shall
                    thereby  be adjusted  up  or down,  as applicable),  in
                    accordance with subparagraph (a), above.

               (c)  Such Margin adjustments under this Section 4.7 shall be
                    made  irrespective of,  and in  addition to,  any other
                    interest rate or Margin adjustments hereunder.

               4.8  Notwithstanding  anything  contained   herein  to   the
          contrary, amounts  reserved by Company for  payment in connection
          with  a  certain previously  disclosed  litigation  shall not  be
          considered Long Term Debt or  a contingent, current or  long-term
          liability of Company  for purposes of  this Agreement until,  and
          then only to the extent of, such amount, if any, shall be paid or
          actually become  due and  payable (after  the termination  of all
          appeals).

               5.   CONDITIONS
                                          
               5.1  Company  agrees  to furnish  Bank  at the  time  of the
          initial  borrowing   hereunder  with  (i)   certified  copies  of
          resolutions  of  the  Board  of  Directors  of  the  Subsidiaries
          evidencing approval  of their  respective guaranties, and  (ii) a
          Guaranty of each Subsidiary guarantying to Bank the  repayment of
          the  indebtedness  of  Company   hereunder;  and,  prior  to  any
          borrowing under  this Agreement following the  refinancing of the
          Company's outstanding  indebtedness under the  Existing Revolving
          Credit Agreement, in form to be satisfactory to Bank, (a) with an
          opinion of Company's and Subsidiaries' counsel to the effect that
          the execution,  delivery and  performance of this  Agreement, and
          the issuance of  the Revolving  Credit Note by  Company, and  the
          execution,  delivery  and  performance  by  Subsidiaries  of  the
          Guaranties,  are within their  respective corporate  powers, have
          been duly  authorized by  all necessary corporate  action thereof
          and  are  not  in contravention  of  the  terms  of Company's  or
          Subsidiaries' respective certificates of incorporation or bylaws,
          and  (b) with certified copies of the resolutions of the Board of
          Directors  of  Company  evidencing  approval   of  the  borrowing
          hereunder.

               5.2  Bank shall not be  obligated to make any Advance  if at
          the  time of the Request for  Advance, the Unsecured Obligations,
          plus the amount requested should exceed the sum of:

               (a)  seventy  percent (70%)  of Company's  and Subsidiaries'
                    Eligible Accounts; and

               (b)  fifty  percent  (50%)  of Company's  and  Subsidiaries'
                    Eligible Inventory, with no maximum limit.

               5.3  Bank shall not be  obligated to make any Advance  if at
          the  time of the  Request for Advance,  the outstanding Advances,
          plus the undrawn  amount of outstanding  Letters of Credit,  plus
          the aggregate  amount of  unreimbursed drawings under  Letters of
          Credit when added to the  requested Advance exceeds the  Utilized
          Commitment.

               6.   REPRESENTATIONS AND WARRANTIES

               Company represents and warrants and such representations and
          warranties shall  be deemed to be  continuing representations and
          warranties during the entire life of this Agreement:

               6.1  Company  and  each  Subsidiary is  a  corporation  duly
          organized and existing in  good standing under the laws  of their
          respective  jurisdictions,   of  incorporation;  they   are  duly
          qualified and authorized to do  business as a foreign corporation
          in each jurisdiction  where the  character of its  assets or  the
          nature of its activities makes such qualification necessary.
                                          
               6.2  The  execution,  delivery   and  performance  of   this
          Agreement,  any other  documents  and instruments  required under
          this  Agreement to which Company is a  party, and the issuance of
          the Revolving Credit Note by Company, and the execution, delivery
          and  performance by  Subsidiaries of  the Guaranties,  are within
          their respective corporate powers, have been duly authorized, are
          not  in contravention  of  law  or  the  terms  of  Company's  or
          Subsidiaries'  Articles of  Incorporation or  Bylaws, and  do not
          require the consent or approval of any  governmental body, agency
          or authority; and this Agreement, the Revolving Credit Note,  any
          other documents and instruments  required under this Agreement to
          which  Company is  a party,  and the  Guaranties when  issued and
          delivered  under  this Agreement,  will be  valid and  binding in
          accordance with their terms.

               6.3  The  execution,  delivery   and  performance  of   this
          Agreement and any other  documents and instruments required under
          this Agreement to which  Company is a party, and  the issuance of
          the Revolving Credit Note by Company, and the execution, delivery
          and performance  by Subsidiaries  of the  Guaranties  are not  in
          contravention of  the unwaived terms of  any indenture, agreement
          or  undertaking to which Company or  any Subsidiary is a party or
          by which it is bound.

               6.4  No litigation  or other proceeding before  any court or
          administrative  agency is  pending, or  to the  knowledge of  the
          officers of Company is threatened against Company, the outcome of
          which is likely to result in a Material Adverse Change or Effect.

               6.5  There are  no security interests  in, liens, mortgages,
          or  other  encumbrances  on  any of  Company's  or  Subsidiaries'
          assets, except to Bank, or as permitted in this Agreement.

               6.6  There exists no material  default under the  provisions
          of  any  instrument  evidencing  any permitted  debt  or  of  any
          agreement relating thereto.

               6.7  As  of   the  date  of  this  Agreement  there  are  no
          Subsidiaries of Company other  than those executing Guaranties to
          Bank as  of the  date of  this  Agreement and  Company shall  not
          create  any  additional  Subsidiaries  unless  at  the  time  the
          Subsidiary  is created  the  Subsidiary executes  and delivers  a
          Guaranty to Bank.

               6.8  As of the date of  this Agreement, neither Company  nor
          any Subsidiary  maintains or contributes to  any employee pension
          benefit  plan subject to title  IV of ERISA  except the following
          plans: (a)  Republic Automotive Parts, Inc. Employees' Retirement
          Plan; (b) Republic Automotive Parts, Inc. Savings Plan.  There is
          no "unfunded past service liability" of these Pension Plans as of
          the  date of this Agreement  and there is  no accumulated funding
          deficiency  with respect to the meaning of ERISA, or any existing
          liability with respect to  the Pension Plans owed to  the Pension
          Benefit Guaranty Corporation or any successor thereto.

               6.9  The   consolidated   balance  sheet   of   Company  and
          Subsidiaries  and  the  related  income   statement,  both  dated
          December 31,  1994, previously furnished Bank,  fairly present in
          all  material respects  the  financial condition  of Company  and
          Subsidiaries  as of the date  thereof; since said  date there has
          been  no Material Adverse  Change or  Effect in  the consolidated
          financial condition of Company and Subsidiaries; to the knowledge
          of Company's  president and chief financial officer and except as
          disclosed to and accepted in writing by Bank, neither Company nor
          any of  its Subsidiaries has any  material contingent obligations
          (including  any liability  for taxes)  of a  type required  to be
          disclosed or reserved against  on said financial statements which
          has  not been  so  disclosed  by  or  reserved  against  in  said
          financial statements or, with respect to subsequent fiscal years,
          is  not  disclosed  by  or  reserved  against  in  the  financial
          statements delivered pursuant to Section 7.1 for the most  recent
          fiscal year then ending.

               6.10  To   the  knowledge   of  Company,  Company   and  the
          Subsidiaries are in the conduct of their respective businesses in
          all material  respects in compliance with  all Environmental Laws
          and all other  federal, state or local laws, statutes, ordinances
          and regulations  applicable to Company and  the Subsidiaries, and
          Company and the Subsidiaries  has all approvals,  authorizations,
          consents, licenses, orders and  other permits of all governmental
          agencies  and  authorities,  whether  federal,  state  or  local,
          required to  permit the  operation of  its business  as presently
          conducted,  the  absence  of which  would  result  in a  Material
          Adverse Change or Effect.

               6.11 As of the date  of execution of this Agreement,  to the
          knowledge of Company and  except as disclosed to and  accepted in
          writing by Bank, Company is not, and no Subsidiary is, a party to
          any  litigation   or  administrative  proceeding,   nor  is   any
          litigation  or  administrative   proceeding  threatened   against
          Company  or any Subsidiary, which  in either case  (i) asserts or
          alleges  that  Company or  any Subsidiary  violated Environmental
          Laws, (ii) asserts or  alleges that Company or any  Subsidiary is
          required  to clean up, remove, or take remedial or other response
          action  due to  the disposal,  depositing, discharge,  leaking or
          other  release of  any hazardous  substances or  materials, (iii)
          asserts  or alleges that Company or any Subsidiary is required to
          pay all or a portion of the cost  of any past, present, or future
          cleanup,  removal  or remedial  or  other  response action  which
          arises  out  of  or  is  related  to  the  disposal,  depositing,
          discharge, leaking  or other release of  any hazardous substances
          or materials.                   

               6.12 As of the date  of execution of this Agreement,  to the
          knowledge of Company and  except as disclosed to and  accepted in
          writing by  Bank, there are  no conditions existing  currently or
          likely to exist  during the  term of this  Agreement which  would
          subject  Company  or   any  Subsidiary  to  damages,   penalties,
          injunction  relief   or  cleanup   costs  under  any   applicable
          Environmental  Laws or  which require  or are  likely  to require
          cleanup, removal,  remedial action or other  response pursuant to
          applicable Environmental Laws by Company or any Subsidiary.

               6.13 As of the date  of execution of this Agreement,  to the
          knowledge  of the Company and except as disclosed to and accepted
          in writing by Bank, Company is not, and no Subsidiary is, subject
          to  any judgment, decree, order or citation related to or arising
          out  of applicable Environmental Laws and Company has not, and no
          Subsidiary has, been named or listed as a potentially responsible
          party  by any  governmental body  or agency  in a  matter arising
          under any applicable Environmental Laws.

               7.   AFFIRMATIVE COVENANTS

               Company covenants and agrees  that it will, so long  as Bank
          is committed  to  make  any  advances under  this  Agreement  and
          thereafter so long as  any indebtedness remains outstanding under
          this Agreement:

               7.1  Furnish Bank:

               (a)  within one  hundred twenty (120)  days after and  as of
                    the end  of each  of Company's  fiscal years,  an audit
                    report  of  Company   without  material   qualification
                    certified   to   by   independent    certified   public
                    accountants satisfactory to Bank;

               (b)  within sixty  (60) days after and as of the end of each
                    quarter,  including the  last  quarter  of each  fiscal
                    year, a balance sheet and statement of profit and  loss
                    and  surplus  reconciliation  of Company  certified  on
                    behalf of Company by an authorized officer of Company;

               (c)  within twenty (20) days after and as of the end of each
                    month,  a  certificate  showing  compliance   with  the
                    formula  required in  Section 5.2  hereof, and  summary
                    schedule identifying the Eligible Accounts and aging of
                    accounts   by  location,   all  in   form  and   detail
                    satisfactory  to  Bank,  and  certified  on  behalf  of
                    Company by a duly authorized officer of Company;

               (d)  concurrently with the delivery of each of the financial
                    statements required by Section 7.1(a) and (b) hereof, a
                    statement prepared  and certified on  behalf of Company
                    by the chief  financial officer of  Company (or in  his
                    absence, a  responsible senior officer of  Company) (a)
                    setting  forth  all   computations  necessary  to  show
                    compliance  by  Company  with  each  of  the  covenants
                    contained in Sections 7.2,  7.3, 7.4, 7.5, 8.3  and 8.4
                    of  this Agreement,  (b)  stating that  as of  the date
                    thereof,  no condition  or event  which  constitutes an
                    event of default hereunder or which with the running of
                    time and/or  the giving  of notice would  constitute an
                    event  of   default  hereunder  has   occurred  and  is
                    continuing,  or  if any  such  event  or condition  has
                    occurred and  is continuing  or  exists, specifying  in
                    detail the  nature and period of  existence thereof and
                    any  action  taken  with   respect  thereto  taken   or
                    contemplated  to be  taken by  Company and  (c) stating
                    that the signer has  personally reviewed this Agreement
                    on behalf of Company and that such certificate is based
                    on  an  examination  sufficient  to  assure  that  such
                    certificate is accurate;

               (e)  promptly, and  in form to be satisfactory to Bank, such
                    other  information as  Bank  may request  from time  to
                    time.

               7.2  Maintain Net  Working Capital  of not less  than Twenty
          Million Dollars ($20,000,000.00)

               7.3  Maintain a Current Ratio of not less than 2.0 to 1.

               7.4  Maintain  Tangible Net  Worth of  not less  than Twenty
          Seven Million  Dollars ($27,000,000.00) plus  fifty percent (50%)
          of Quarterly Net Earnings. "Quarterly Net Earnings" shall mean as
          of any date of determination the cumulative positive net earnings
          (but  not cumulative net loss) of Company computed for the period
          beginning  April 1,  1995 and  ending  with the  last day  of the
          fiscal quarter immediately preceding such date of determination.

               7.5  Maintain  as of the end  of each fiscal  quarter a Cash
          Flow Coverage Ratio of not less than 1.25 to 1.

               7.6  Pay and discharge and cause each  Subsidiary to pay and
          discharge  all  taxes  and  other governmental  charges  and  all
          contractual obligations calling for  the payment of money, before
          the same shall become overdue, unless and to the extent only that
          such payment is being contested in good faith.

               7.7  Maintain   and  cause   each  Subsidiary   to  maintain
          insurance  coverage  on its  physical  assets  and against  other
          business  risks  in  such  amounts  and  of  such  types  as  are
          customarily carried by companies similar in  size and nature, and
          in  the event  of  acquisition of  additional  property, real  or
          personal, or  of incurrence  of additional risks  of any  nature,
          increase  such  insurance coverage  in  such manner  and  to such
          extent as  prudent business  judgment and present  practice would
          dictate;  and  in  the case  of  all  policies  covering property
          mortgaged or pledged to Bank or property in which Bank shall have
          a  security  interest of  any kind  whatsoever, other  than those
          policies  protecting against  casualty liabilities  to strangers,
          all such insurance  policies shall provide that the  loss payable
          thereunder  shall  be  payable  to  Company  and  Bank  as  their
          respective  interests may  appear;  all said  policies or  copies
          thereof, including  all endorsements thereon  and those  required
          hereunder, to be deposited with Bank.

               7.8  Permit   Bank,   through   its  authorized   attorneys,
          accountants,   and  representatives,  to  examine  Company's  and
          Subsidiaries' books,  accounts,  records, ledgers  and assets  of
          every kind and description  at all reasonable times upon  oral or
          written request of Bank.

               7.9  Promptly notify Bank of any condition or event which to
          the  knowledge of Company constitutes or with the running of time
          and/or the giving of notice would constitute a default under this
          Agreement,  and  promptly inform  Bank  of  any Material  Adverse
          Change or Effect.

               7.10 Subject  to  the  provisions   of  Section  9.7  below,
          maintain  and cause each Subsidiary  to maintain in good standing
          all licenses required by the states in which they own and operate
          assets  or carry  on their  business, or  any agency  thereof, or
          other governmental  authority that  may be necessary  or required
          for Company  or Subsidiaries  to carry  on  its general  business
          objects and purposes,  except where the failure  to maintain such
          licenses will not result in a Material Adverse Change or Effect.

               7.11 Comply,  and cause  each  Subsidiary to  comply in  all
          material  respects  with all  requirements  imposed  by ERISA  as
          presently in  effect or hereafter promulgated  including, but not
          limited  to,  the minimum  funding  requirements  of any  Pension
          Plans.

               7.12 Promptly notify Bank upon the occurrence thereof of any
          of the following events:

               (a)  the  termination  of  any  Pension  Plan   pursuant  to
                    Subtitle C of Title IV of ERISA or otherwise;

               (b)  the  appointment  of  a  trustee  by  a  United  States
                    District Court to administer any Pension Plan;

               (c)  the  commencement  by  the  Pension   Benefit  Guaranty
                    Corporation,   or   any  successor   thereto,   of  any
                    proceeding to terminate any Pension Plan;

               (d)  the failure of any Pension Plan to satisfy the  minimum
                    funding requirements  for any plan  year as established
                    in Section 412 of the Internal Revenue Code of 1954, as
                    amended;

               (e)  the   withdrawal  of   the  Company   or  any   of  the
                    Subsidiaries from any Pension Plan;

               (f)  a reportable event, within the  meaning of Title IV  of
                    ERISA, or

               (g)  the creation of any Pension Plan after the date of this
                    agreement or the acquisition of the  stock or assets of
                    any entity  which maintains  a pension plan  subject to
                    ERISA.  Nothing set  forth in  this subsection  7.11(g)
                    shall be construed to  permit Company or any Subsidiary
                    to create, maintain or assume a Pension Plan or acquire
                    the  stock  or  assets  of  any  entity  not  otherwise
                    permitted under this Agreement.

               7.13 Maintain the formulas as set  forth in Sections 5.2 and
          5.3  of this Agreement and in the event the Unsecured Obligations
          shall exceed such formula then Company shall forthwith either pay
          to  Bank sufficient sums to reduce the indebtedness hereunder, or
          pay, reduce, or eliminate  other Unsecured Obligations, to comply
          with said formula.

               8.   NEGATIVE COVENANTS

               Company  covenants  and  agrees  that so  long  as  Bank  is
          committed  to   make  any  advances  under   this  Agreement  and
          thereafter so long as  any indebtedness remains outstanding under
          this Agreement, it will not, without the prior written consent of
          Bank:

               8.1  Enter into any merger  or consolidation or sell, lease,
          transfer, or  dispose of all, substantially all,  or any material
          part of its assets, except:

               (a)  in the ordinary course of its business;

               (b)  a merger  or  consolidation permitted  in  Section  8.5
                    hereof; or

               (c)  the sale,  lease or transfer of  assets between Company
                    and  any Subsidiary  or between  Subsidiaries, provided
                    that such Subsidiary or Subsidiaries have prior thereto
                    executed  and  delivered to  Bank  a  Guaranty and  the
                    assets sold,  leased or transferred are  not subject to
                    any  security  interest  or   lien  (except  for  liens
                    permitted under this Agreement).

               8.2  Guarantee,  endorse,  or  otherwise become  secondarily
          liable  for or  upon  the obligations  of  others, or  allow  any
          Subsidiary to do the same except:

               (a)  by endorsement  for deposit  in the ordinary  course of
                    business;

               (b)  guarantees of Subsidiaries' indebtedness to Bank;

               (c)  guarantees of notes executed by jobbers under the terms
                    and  conditions of  the Company's then  existing jobber
                    financing   program;   provided,   however,  that   the
                    outstanding  principal  and interest  outstanding under
                    said guaranteed  notes  shall not  exceed  One  Million
                    Dollars ($1,000,000.00) as of each year;

               (d)  guaranties by Company or a Subsidiary of obligations of
                    Company  or any  Subsidiary  so long  as the  aggregate
                    liability of Company  and its  Subsidiaries under  such
                    guarantees  does  not  exceed Fifteen  Million  Dollars
                    ($15,000,000).

          Notwithstanding the  foregoing, in  no event shall  the aggregate
          guaranty  liability of  Company  and its  Subsidiaries under  (d)
          above (determined without  duplication) and the  aggregate amount
          of  the  indebtedness  secured  by security  interests  permitted
          pursuant  to  the provisions  of  Section  8.6(b) exceed  Fifteen
          Million Dollars ($15,000,000).

               8.3  Allow the Long Term Debt to Worth Ratio to exceed
          1.25 to 1.

               8.4  Allow  Adjusted  Total Liabilities  to  Worth  Ratio to
          exceed 2.1 to 1.

               8.5  Purchase or  otherwise acquire or become  obligated for
          the  purchase of, or allow  any Subsidiary to  purchase or become
          obligated  to purchase, all or substantially all of the assets or
          business  interests of  any person,  firm or  corporation or  any
          shares of stock of any corporation, trusteeship or association or
          in any manner effectuate or attempt to effectuate an expansion of
          present business  by acquisition; unless, after  giving effect to
          the proposed merger or consolidation:

               (a)  Company is the surviving corporation and Company is not
                    merged into any Subsidiary;

               (b)  if the merger or consolidation involves a Subsidiary of
                    Company,  either  the   Subsidiary  is  the   surviving
                    corporation or  the surviving  corporation is  a wholly
                    owned direct or indirect Subsidiary of Company;
                                          
               (c)  Company or  any Subsidiary will be engaged  in the same
                    or related line of business, at the wholesale or retail
                    level, in which they are engaged as of the date of this
                    Agreement   including  being   in   the   business   of
                    remanufacturing, repackaging or  marketing its own line
                    of automotive parts and  accessories or related  items;
                    and

               (d)  No event  of  default or  event which,  with notice  or
                    lapse  of time  or both, would  constitute an  event of
                    default,  has  occurred  or  exists  under  Section  10
                    hereof.

               8.6  Affirmatively   pledge  or   mortgage,  or   allow  any
          Subsidiary  to pledge or  mortgage, any of  their assets, whether
          now owned or hereafter acquired, or create or permit to exist any
          lien, security  interest in,  or encumbrance thereon,  except for
          the following:

               (a)  to Bank;

               (b)  (i) purchase money security  interests in inventory and
                    fixed   assets   solely   to  secure   purchase   money
                    indebtedness of Company or any Subsidiary in connection
                    with the acquisition of all or part of the inventory or
                    fixed assets of  any person, firm or  corporation in an
                    acquisition permitted  pursuant  to the  provisions  of
                    Section 8.5, or to which such inventory or fixed assets
                    so   acquired  are   subject  at   the  time   of  such
                    acquisition;  provided that  such security  interest is
                    granted to the seller of the inventory or fixed assets,
                    is  created  substantially  contemporaneously with  the
                    acquisition of such inventory  or fixed assets and does
                    not extend to  any property other than the inventory or
                    fixed  asset so financed,  (ii) capitalized  leases for
                    fixed assets  solely to secure purchase  money or lease
                    indebtedness  of  Company or  any  Subsidiary; provided
                    that  such  security  interest   or  lease  is  created
                    substantially contemporaneously with the acquisition of
                    such fixed assets and  does not extend to  any property
                    other  than  the  fixed  asset so  financed  and  (iii)
                    purchase  money  security  interests  in  inventory and
                    fixed assets covering assets acquired by Company or any
                    Subsidiary  in connection  with  an acquisition  to the
                    extent the aggregate indebtedness secured  thereby does
                    not  exceed  Five Hundred  Thousand  Dollars ($500,000)
                    excluding any  extension or renewal  thereof; provided,
                    however, that  the  purchase money  security  interests
                    permitted  under subsections (i),  (ii) and (iii) shall
                    not exceed Fifteen Million Dollars ($15,000,000) in the
                    aggregate; and provided, further, however, in no  event
                    shall the aggregate amount  of the indebtedness secured
                    by the security  interests permitted under  subsections
                    (i), (ii)  and (iii)  above and the  aggregate guaranty
                    liability   of  Company  and   its  Subsidiaries  under
                    Sections 8.2(d) (determined without duplication) exceed
                    Fifteen Million Dollars  ($15,000,000). It is expressly
                    understood and agreed that Company and the Subsidiaries
                    shall not be entitled  to grant purchase money security
                    interests to  vendors of Company or  any Subsidiary for
                    the  purchase of any  inventory or fixed  assets in the
                    ordinary   course  of  Company's  or  any  Subsidiary's
                    business,  except as  permitted  above in  the case  of
                    assets acquired in connection with an acquisition or in
                    subsection (c) below;

               (c)  purchase  money  security  interests  in  inventory  on
                    consignment solely to  secure inventory on  consignment
                    to  Company or  any  Subsidiary not  to  exceed in  the
                    aggregate  the  sum of  Five  Hundred Thousand  Dollars
                    ($500,000.00);  provided that such security interest is
                    created   substantially   contemporaneously  with   the
                    consignment of  such inventory  and does not  extend to
                    any  property other  than  the  consigned inventory  so
                    financed;

               (d)  liens  for taxes,  assessments  or  other  governmental
                    charges incurred in the ordinary course of business and
                    not  yet past due or  being contested in  good faith by
                    appropriate  proceedings and,  if  requested  by  Bank,
                    bonded in a manner satisfactory to Bank;

               (e)  liens not  delinquent created by statute  in connection
                    with  workmen's  compensation, unemployment  insurance,
                    social security and similar statutory obligations;

               (f)  liens of mechanics, materialmen, carriers, warehousemen
                    or other  like statutory  or common law  liens securing
                    obligations  incurred in  good  faith in  the  ordinary
                    course  of business that are not yet due and payable or
                    are  being  contested  in  good  faith  by  appropriate
                    proceedings  and, if  requested  by Bank,  bonded in  a
                    manner satisfactory to Bank;

               (g)  landlord liens arising under law or by the terms of any
                    leases of  real property securing  obligations that are
                    not  yet due and payable or are being contested in good
                    faith;

               (h)  encumbrances consisting of zoning restrictions, rights-
                    of-way, easements  or other restrictions on  the use of
                    real property, none of which materially impairs the use
                    of  such property by  Company or any  Subsidiary in the
                    operation of the business for which it is used and none
                    of  which is  violated in any  material respect  by any
                    existing or proposed structure or land use;

               (i)  pledges  and  deposits not  exceeding  at  any time  in
                    aggregate  amount the  sum  of $1,000,000  made in  the
                    ordinary course of business  to secure the  performance
                    of  bids,  surety,  stay  appeal or  customs  bonds  or
                    pledges or deposits for similar purposes.

               8.7  Make or allow to  remain outstanding any investment in,
          or  any loans or advances to,  any Subsidiary which has not prior
          thereto  executed  and delivered  to Bank  a  guaranty of  all of
          Company's  indebtedness to  Bank,  substantially in  the form  of
          Exhibit "C".

               8.8  Declare or  pay any  dividends during any  four quarter
          period  in excess (in the  aggregate) of the  amount of Company's
          net  income  for  such  four  quarter  period, as  determined  in
          accordance   with   generally   accepted  accounting   principles
          consistently applied, less current  maturities of Company's  Long
          Term Debt as of the end of such four quarter period.

               9.   ENVIRONMENTAL PROVISIONS

               9.1  Company  shall  timely  comply,  or  diligently  pursue
          compliance,  and  shall  cause  the  Subsidiaries  to  comply  or
          diligently pursue  compliance, in all material  respects with all
          applicable Environmental Laws.

               9.2  Company shall  provide to Bank,  promptly upon receipt,
          copies  of  any   correspondence,  notice,  pleading,   citation,
          indictment, complaint, order, decree,  or other document from any
          source asserting  or alleging  a circumstance or  condition which
          (i) requires or may  require a financial  cost to Company or  any
          Subsidiary,  (ii)  requires  or  may  require  cleanup,  removal,
          remedial action, or similar response by or on the part of Company
          or any  Subsidiary under  applicable Environmental Laws  or (iii)
          seeks  damages  or civil,  criminal  or  punitive penalties  from
          Company  or  any   Subsidiary    for  an   alleged  violation  of
          Environmental Laws, where the aggregate amount of any such costs,
          responses,  damages  or  penalties  may exceed  $100,000  in  the
          aggregate.

               9.3  Company shall  promptly notify Bank in  writing as soon
          as Company becomes aware of  any condition or circumstance  which
          makes  the environmental  warranties contained in  this Agreement
          incomplete or inaccurate in  any material respect as of  any date
          (and not just the date such warranties are made).

               9.4  In  the event  of  any condition  or circumstance  that
          makes any environmental warranty, representation and/or agreement
          incomplete  or inaccurate in any material respect as of any date,
          Company shall, at  its sole expense,  if reasonably requested  by
          Bank, retain an environmental professional consultant, reasonably
          acceptable to Bank, to  conduct an environmental audit reasonably
          satisfactory to  Bank  regarding  the  changed  condition  and/or
          circumstance  and  any environmental  concerns arising  from that
          changed   condition  and/or   circumstance.   A   copy   of   the
          environmental  consultant's report will  be promptly delivered to
          both Bank and Company upon completion.

               9.5  If Company  or any  Subsidiary, directly  or indirectly
          through  any  professional  consultant or  other  representative,
          undertakes  an environmental  audit, assessment  or investigation
          and  the  findings or  conclusions of  such audit,  assessment or
          investigation  disclose (i) contamination  of, or adverse effects
          on, any real  property owned by Company or any  Subsidiary at any
          time or (ii) a violation  of any Environmental law by Company  or
          any Subsidiary, either or  both of which may require  a financial
          contribution by Company in excess  of $100,000 in the  aggregate,
          Company   will  promptly   provide  to   Bank,  and   will  cause
          Subsidiaries to promptly provide to Bank, upon receipt, copies of
          all  final findings  and  conclusions of  any such  environmental
          investigation. Preliminary findings and conclusions shall also be
          provided to Bank  if final  reports have not  been completed  and
          delivered  to Bank  within 60  days  following completion  of the
          preliminary findings and conclusions.

               9.6  Company hereby  indemnifies, saves  and holds the  Bank
          and any  of its  past,  present and  future officers,  directors,
          shareholders, employees, representatives and consultants harmless
          from  any  and  all   loss,  damages,  suits,  penalties,  costs,
          liabilities and expenses (including but not limited to reasonable
          investigation,  environmental  audit(s),   and  legal   expenses)
          arising  out  of  any claim,  loss  or  damage  of any  property,
          injuries  to or  death of  persons, contamination  of  or adverse
          affects on  the environment, or  any violation of  any applicable
          Environmental  Laws, caused by or in any way related to Company's
          or any Subsidiary's real property, or  due to any acts of Company
          or  any  Subsidiary,  their  officers,  directors,  shareholders,
          employees,  consultants and/or representatives. In no event shall
          Company  be  liable  hereunder  for  any  loss,  damages,  suits,
          penalties, costs,  liabilities or  expenses (i) arising  from any
          act   of  negligence   of   Bank,  or   its  agents,   employees,
          representatives or  consultants or  (ii) arising from  any action
          taken by  Bank  while  it  is in  possession  of  any  such  real
          property.

               It is  expressly agreed  and understood that  the provisions
          hereof  shall and are intended to be continuing and shall survive
          the repayment of any indebtedness from Company to Bank.

               9.7  Notwithstanding anything  to the contrary  set forth in
          Section  7.9  the Company  shall  maintain, and  shall  cause the
          Subsidiaries  to maintain,  all permits,  licenses and  approvals
          required under applicable Environmental Laws.

               10.  DEFAULTS

               10.1 Upon non-payment of the principal or interest due under
          the terms  of  this  Agreement  or  on  the  Notes  when  due  in
          accordance with the terms thereof and continuance of such default
          for a  period of ten (10)  days, the Revolving Credit  Note shall
          automatically  become immediately  due  and  payable, and  Bank's
          commitment to  make further Advances  or issue Letters  of Credit
          under this Agreement shall automatically terminate.

               10.2 Upon  occurrence  of any  of  the  following events  of
          default:

               (a)  default in the observance or  performance of any of the
                    conditions,  covenants  or  agreements  of  Company set
                    forth in  Sections 7.1 through 7.5, 7.9,  7.13, and 8.1
                    through  8.8,  inclusive, hereof  and  in  the case  of
                    default  with  respect  to  Section   7.1,  continuance
                    thereof  for three  (3) Business  Days after  notice to
                    Company by Bank;

               (b)  default in the  observance or performance of any of the
                    other  conditions, covenants  or agreements  of Company
                    herein  set forth  and continuance  thereof  for thirty
                    (30) days after notice to Company by Bank;

               (c)  any representation  or warranty made  by Company herein
                    or in  any instrument submitted pursuant  hereto proves
                    untrue in any material respect;

               (d)  default  in  the payment  of  any  other obligation  of
                    Company or any Subsidiary  for borrowed money in excess
                    of $250,000 in the aggregate  other than (e) below,  or
                    in  the observance  or  performance of  any conditions,
                    covenants or  agreements related or given  with respect
                    thereto, and such  default continues beyond  any period
                    of  cure therefore and as a result of such default, the
                    outstanding indebtedness may  be accelerated and become
                    immediately due and payable in full;

               (e)  defaults in the aggregate  amount of $2,000,000 or more
                    on  note(s) owing from time  to time by  Company or any
                    Subsidiary   to   various   sellers  for   acquisitions
                    permitted  in  Section  8.5  hereof, and  any  of  such
                    seller(s)   has  taken  any   remedy,  whether  demand,
                    acceleration,  or otherwise,  against  Company  or  any
                    Subsidiary;           

               (f)  if there shall be any change for any reason  whatsoever
                    in the management of Company by both Keith M. Thompson,
                    President and  Chief Executive  Officer, and  Donald B.
                    Hauk,  Executive Vice  President  and  Chief  Financial
                    Officer,  which  could in  the  sole  judgment of  Bank
                    result in a Material Adverse Change or Effect;

          then, or at any time thereafter, unless such default is remedied,
          Bank  may  give  notice  to  Company  declaring  all  outstanding
          indebtedness  hereunder  to be  due  and  payable, whereupon  the
          Revolving Credit  Note  and  all  indebtedness  then  outstanding
          hereunder  shall  immediately  become  due  and  payable  without
          further  notice  and  demand, as  the  case  may  be, and  Bank's
          commitment to  make further Advances  or issue Letters  of Credit
          under this Agreement shall automatically terminate.

               10.3 If a creditors' committee shall have been appointed for
          the business of Company  or any Subsidiary; or if  Company or any
          Subsidiary shall  have made a general assignment  for the benefit
          of creditors  or shall have  been adjudicated bankrupt,  or shall
          have   filed  a   voluntary   petition  in   bankruptcy  or   for
          reorganization or to effect a plan or arrangement with creditors;
          or  shall  file  an answer  to  a  creditor's  petition or  other
          petition  filed against  it, admitting  the material  allegations
          thereof for an adjudication  in bankruptcy or for reorganization;
          or  shall  have applied  for or  permitted  the appointment  of a
          receiver  or  trustee or  custodian for  any  of its  property or
          assets; or such  receiver, trustee or  custodian shall have  been
          appointed  for any of its property or assets (otherwise than upon
          application or  consent of  Company or  any Subsidiary)  and such
          receiver, trustee, or custodian so appointed  shall not have been
          discharged  within  sixty  (60)  days  after  the  date   of  his
          appointment; or  if an order  shall be entered  and shall  not be
          dismissed or  stayed  within  sixty (60)  days  from  its  entry,
          approving  any  petition for  reorganization  of  Company or  any
          Subsidiary; then  the Revolving Credit Note  and all indebtedness
          then outstanding hereunder shall automatically become immediately
          due and payable, and  Bank's commitment to make further  Advances
          or   issue  Letters   of  Credit   under  this   Agreement  shall
          automatically terminate.

               10.4 From and after  the occurrence of any event  of default
          under this Agreement  or any event which automatically causes the
          indebtedness outstanding hereunder or under the Revolving  Credit
          Note  to become  immediately due  and payable,  said indebtedness
          shall bear  interest at three percent (3%)  above the Prime-based
          Rate as  it may vary from  time to time, which  interest shall be
          payable on demand.

               10.5 Upon the  occurrence and during the  continuance of any
          Event of Default,  Company shall immediately upon demand  by Bank
          deposit  with Bank  cash collateral  in the  amount equal  to the
          maximum amount available to be drawn at any time under any Letter
          of Credit then outstanding.

               11.  MISCELLANEOUS

               11.1 This Agreement shall be binding upon and shall inure to
          the  benefit of Company and  Bank and their respective successors
          and assigns, except:

               (a)  the  credit provided  for under  this Agreement  and no
                    part thereof and no  obligation of Bank hereunder shall
                    be assignable or otherwise transferable by Company; and

               (b)  Bank  may   not  assign  this  Agreement   or  grant  a
                    participation in this credit  to another lender without
                    the prior written consent of Company.

               11.2 Company may  at any time permanently  cancel in writing
          the credit provided for under Section 2 of this Agreement without
          penalty, provided  that (a) Company  shall have fully  repaid all
          principal, accrued  interest,  accrued fees,  accrued  deficiency
          values, expenses,  applicable prepayment  penalties (if  any) and
          any  other accrued charges owing by  Company under this Agreement
          and (b) if any Letters of Credit are outstanding on the effective
          date of such cancellation, Company shall have deposited with Bank
          cash  collateral  in  an  amount  equal  to  the  maximum  amount
          available  to be drawn at any time under such outstanding Letters
          of Credit.

               11.3 Where the character or amount of any asset or liability
          or item of income or expense is required to be  determined or any
          consolidation or  other accounting computation is  required to be
          made for  the purposes of  this Agreement,  it shall  be done  in
          accordance   with   generally   accepted  accounting   principles
          consistently applied.

               11.4 No delay or  failure of Bank  in exercising any  right,
          power or  privilege hereunder shall  affect such right,  power or
          privilege,  nor  shall any  single  or  partial exercise  thereof
          preclude any further  exercise thereof,  or the  exercise of  any
          other power, right or privilege.   The rights of Bank under  this
          Agreement  are  cumulative and  not  exclusive  of  any right  or
          remedies which Bank would otherwise have.

               11.5 All  notices with  respect to  this Agreement  shall be
          deemed  to be  completed upon  mailing by  certified mail  to the
          following:
                                          
                    To Company:
                    500 Wilson Pike Circle, Ste. 115
                    P.O. Box 2008
                    Brentwood, Tennessee 37024
                    Attention: Donald B. Hauk,
                               Executive Vice President and Chief Financial
                               Officer

                    with a copy to:
                    Thomas R. Berner, Esq.
                    Berner & Berner P.C.
                    515 Madison Avenue
                    20th Floor
                    New York, New York 10022

                    To Bank:
                    One Detroit Center
                    500 Woodward Avenue
                    Detroit, Michigan 48226
                    Attention: National Corporate Banking West

               11.6 This Agreement and the  Revolving Credit Note have been
          delivered  at Detroit,  Michigan,  and shall  be governed  by and
          construed and enforced in  accordance with the laws of  the State
          of Michigan.  Whenever possible each provision  of this Agreement
          shall be interpreted in such manner  as to be effective and valid
          under applicable  law,  but if  any provision  of this  Agreement
          shall be  prohibited by  or  invalid under  applicable law,  such
          provision shall  be ineffective to the extent of such prohibition
          or  invalidity,  without  invalidating  the  remainder  of   such
          provision or the remaining provisions of this Agreement.

               11.7 This   Agreement  shall   become  effective   upon  the
          execution hereof by Bank and Company.

               11.8 In the  event Company's  obligation to pay  interest on
          the  principal balance of the Revolving Credit Note is or becomes
          in excess of the maximum interest rate which Company is permitted
          by law  to contract or agree to  pay, giving due consideration to
          the  execution date of this  Agreement, then, in  that event, the
          rate of interest  shall be  deemed to be  immediately reduced  to
          such  maximum rate  and all  previous payments  in excess  of the
          maximum rate shall be  deemed to have been payments  in reduction
          of principal and not of interest.

               11.9 This Agreement, the Revolving Credit Note, any Requests
          for Advance hereunder and  any agreements, certificates, or other
          documents given  hereunder, contain  the entire agreement  of the
          parties  hereto,  and  none of  the  parties  shall  be bound  by
          anything  not expressed in writing. No amendment or waiver of any
          provision  of this  Agreement, nor  consent  to any  departure by
          Company therefrom,  shall in  any event  be effective unless  the
          same shall be in writing and signed by Company and Bank, and then
          such  waiver or consent shall  be effective only  in the specific
          instance and for the specific purpose for which given.

               11.10  Company shall  pay all  reasonable closing  costs and
          expenses, including,  by way  of description and  not limitation,
          outside attorney  fees incurred  by Bank  in connection with  the
          commitment, consummation  and closing  of this Agreement.  All of
          said  amounts required  to be  paid by  Company may  if not  paid
          within thirty  (30) days  after  request for  payment, at  Bank's
          option, be charged by Bank as an advance against  the proceeds of
          the  Revolving  Credit  Note.  All  reasonable  costs,  including
          attorney  fees,   incurred  by   Bank  in  reviewing,   revising,
          protecting  or enforcing  any  of its  rights against  Company or
          defending Bank from  any claims  or liabilities by  any party  or
          otherwise incurred by Bank in connection with an event of default
          or the  enforcement of this  Agreement or the  related documents,
          including by way of description and not  limitation, such charges
          in  any court  or bankruptcy  proceedings or  arising out  of any
          claim or action  by any person against Bank which  would not have
          been asserted  were it not  for Bank's relationship  with Company
          hereunder or otherwise, shall also be paid by Company.

               11.11     Bank agrees that it  will not disclose without the
          prior  consent of Company (other than to  its employees or to its
          auditors or counsel)  any information with respect  to Company or
          the Subsidiaries which is furnished pursuant to this Agreement or
          any of  the related documents or obtained  through an examination
          pursuant to the  provisions of  Section 7.8 above,  and which  is
          specifically  designated in  writing  by Company  as confidential
          information; provided that Bank may disclose any such information
          (a) as has become  generally available to the public or  has been
          lawfully  obtained by Bank from any  third party under no duty of
          confidentiality to Company, (b) as may be required or appropriate
          in any report, statement or testimony submitted to, or in respect
          to  any inquiry, by,  any municipal, state  or federal regulatory
          body having or claiming to have jurisdiction over Bank, including
          the  Board  of Governors  of the  Federal  Reserve System  of the
          United States, the Office  of the Comptroller of the  Currency or
          the    Federal   Deposit   Insurance   Corporation   or   similar
          organizations  (whether in  the  United States  or elsewhere)  or
          their  successors,  (c) as  may  be  required  or appropriate  in
          respect  to any  summons or  subpoena or  in connection  with any
          litigation,  (d)  in  order  to   comply  with  any  law,  order,
          regulation  or  ruling  applicable  to  Bank,  and   (e)  to  any
          transferee  or assignee or to any participant of, or with respect
          to, the Notes.

               WITNESS  the due  execution hereof  as of  the day  and year
          first above written.

                                          
          COMERICA BANK                      REPUBLIC AUTOMOTIVE PARTS, INC.



          By: Bradley A. Terryn             By:/s/Donald B. Hauk                
             -----------------------------      -----------------------

          Its: Vice President                Its:Executive Vice President  
              ----------------------------       ------------------------




                                     EXHIBIT "A"
                                REVOLVING CREDIT NOTE


          $35,000,000.00                                  Detroit, Michigan
                                                          July 5, 1995     


               On  or before April  30, 1999, FOR  VALUE RECEIVED, REPUBLIC
          AUTOMOTIVE  PARTS, INC.,  a Delaware  corporation (herein  called
          "Company")  promises  to pay  to the  order  of COMERICA  BANK, a
          Michigan banking corporation, successor  in interest by reason of
          merger to MANUFACTURERS BANK, N.A. (herein  called "Bank") at its
          Main Office at One Detroit Center, 500 Woodward  Avenue, Detroit,
          Michigan, in lawful  money of  the United States  of America  the
          indebtedness or so much of the sum of THIRTY FIVE MILLION DOLLARS
          ($35,000,000.00)  as may from time to time have been advanced and
          then be outstanding hereunder pursuant  to the Fifth Amended  and
          Restated Revolving  Credit Agreement dated July 5,  1995, made by
          and between Company and Bank (herein called "Agreement") together
          with interest thereon as hereinafter set forth.

               Each  of the Advances made hereunder  shall bear interest at
          the  Quoted Rate,  the Eurodollar-based  Rate or  the Prime-based
          Rate as elected by  Company or as otherwise determined  under the
          Agreement.

               Interest on  the unpaid  balance  of all  Advances shall  be
          computed and payable in  the manner and at the  times provided in
          the Agreement.

               From  and after the occurrence of any event of default under
          the  Agreement  or  any  event  which  automatically  causes  the
          indebtedness outstanding  hereunder to become immediately due and
          payable,  the  indebtedness   outstanding  hereunder  shall  bear
          interest at three percent  (3%) above the Prime-based Rate  as it
          may  vary  from time  to time,  which  interest shall  be payable
          daily.

               This Note is  a note  under which  advances, repayments  and
          readvances may be  made from time to  time, subject to  the terms
          and conditions of  the Agreement.  This Note  evidences borrowing
          under, is subject to, and may be matured under, the  terms of the
          Agreement, to which reference is hereby made. Company grants Bank
          a  lien on all property  and assets including  deposits and other
          credits of the Company, at  any time in possession or  control of
          or owing by Bank for any purpose.

               Company  hereby  waives  presentment  for  payment,  demand,
          protest  and  notice  of  protest  and  notice  of  dishonor  and
          nonpayment of this  Note and agrees that no  obligation hereunder
          shall  be  discharged by  reason  of  any extension,  indulgence,
          release, or forbearance granted by any holder of this Note to any
          party now or hereafter liable hereon or any present or subsequent
          owner  of any  property,  real  or  personal,  which  is  now  or
          hereafter  security for  this  Note.    Any  transferees  of,  or
          endorser,  guarantor or  surety paying  this Note  in full  shall
          succeed to all rights of Bank, and Bank shall be under no further
          responsibility  for the  exercise thereof  or the  loan evidenced
          hereby.  Nothing  herein shall  limit any right  granted Bank  by
          other instrument or by law.

               All capitalized terms used but not defined herein shall have
          the meanings ascribed to them in the Agreement.

               This Note replaces (by  renewal) sums outstanding under that
          certain  Revolving Credit  Note dated  May 1,  1994, made  in the
          maximum  principal amount  of $20,000,000  by Company  payable to
          Bank.


                                             REPUBLIC   AUTOMOTIVE   PARTS,
                                             INC.



                                             By:___________________________

                                             Its:__________________________


                                             By:___________________________

                                             Its:__________________________




                                     EXHIBIT "B"
                                 REQUEST FOR ADVANCE



               Pursuant to the Fourth Amended and Restated Revolving Credit
          Agreement dated  July 5,  1995, (herein called  "Agreement"), the
          undersigned hereby requests COMERICA BANK to make a(an)          
                                *   Advance   to    the   undersigned    on
          ___________________, 19___, in the amount of                     
                                      DOLLARS ($               ) under  the
          Revolving  Credit  Note  dated  July   5,  1995,  issued  by  the
          undersigned to said  Bank (herein called  "Note").  The  Interest
          Period  for  the  requested  Advance,  if  applicable,  shall  be
          ______________________.** The last day of  the Interest Period for
          the amounts being converted or refunded hereunder, if applicable,
          is __________________, 19___.

          The undersigned certifies as follows:

               (a)  that no  event has  occurred or condition  exists which
                    constitutes, or with the  passage of time and/or giving
                    of  notice  would  constitute,  a  default  under   the
                    Agreement or  the Note,  and none will  exist upon  the
                    making of the Advance requested hereunder;

               (b)  that upon  advancing the  sum requested hereunder,  the
                    aggregate principal amount  outstanding under the  Note
                    will not exceed the face amount thereof;

               (c)  that upon  advancing the  sum requested  hereunder, the
                    undersigned is in compliance with the formula set forth
                    in Section 5.2 of the Agreement.

               The undersigned hereby authorizes  said Bank to disburse the
          proceeds  of this Request for Advance by crediting the account of
          the   undersigned  with   Bank   separately  designated   by  the
          undersigned or  as the  undersigned may otherwise  direct, unless
          this Request for Advance  is being submitted for a  conversion or
          refunding,  in which case it shall refund or convert that portion
          stated above of the existing outstandings under the Note.





                              

               *Insert, as applicable, "Quoted Rate", "Eurodollar-based",
          or "Prime-based".

               **For a Quoted Rate Advance insert, the applicable number of
          days. For a Eurodollar-based Advance insert, as applicable, "one
          month", "two months", "three months", or "six months".<PAGE>





               Dated this _____ day of _________________, 19___.


                                             REPUBLIC   AUTOMOTIVE   PARTS,
                                             INC.



                                             By:___________________________

                                             Its:__________________________


                                             By:___________________________

                                             Its:__________________________



                                     EXHIBIT "C"

                            AMENDED AND RESTATED GUARANTY
                                      (Limited)


               This  Guaranty is executed  and delivered on ______________,
          199__, by undersigned ("Guarantor") whose address is             
                                             to Comerica Bank, successor in
          interest  by  reason  of  merger  to  Manufacturers  Bank,  N.A.,
          formerly  known  as   Manufacturers  National  Bank   of  Detroit
          ("Bank"), a Michigan banking corporation of Detroit, Michigan.

               WHEREAS, Republic Automotive Parts, Inc. whose address is
                                                      ("Borrower")  desires
          to enter into one  or more banking transactions with  and thereby
          become  obligated to  Bank,  for  the  payment  of  one  or  more
          Liabilities, as defined below,  from time to time, though  it may
          not be continuously, and/or to obtain other credit accommodations
          from Bank  from time  to time  ("Borrower"  wherever used  herein
          shall  include  any  partnership,  firm,  corporation,  or  other
          organization or  entity succeeding  in whole or  substantial part
          whether immediately or otherwise  to the business and/or property
          with or without the liabilities of the above named Borrower); and

               WHEREAS, Guarantor  desire(s) to see the  success of, and/or
          receive(s) direct  and/or indirect benefits from  the Borrower as
          general or limited partner, shareholder, subsidiary, affiliate or
          otherwise.

               NOW, THEREFORE, for valuable  consideration, the receipt and
          adequacy of which is  hereby acknowledged, and to induce  Bank to
          enter  into banking  transactions with  or otherwise  make credit
          accommodations  in  favor of  the  Borrower, but  subject  to the
          limitation that  Guarantor shall  in no  event be  required under
          this  Guaranty to pay more than the  principal sum of Thirty Five
          Million  Dollars  ($35,000,000),  plus  interest  and  other sums
          thereon  at the  rate(s)  and  otherwise  as  set  forth  in  the
          documents evidencing  the Liabilities  and  Collection Costs  (as
          defined   below),  the   GUARANTOR  HEREBY   UNCONDITIONALLY  AND
          ABSOLUTELY  GUARANTEES  TO  BANK  the prompt  payment  when  due,
          whether at  maturity or  on any accelerated  or extended  payment
          date  or  otherwise, of  any  and  all  Liabilities,  until  such
          Liabilities  are  fully  paid  and  satisfied  as  to  principal,
          interest and other sums due and payable thereunder. "Liabilities"
          shall mean  all indebtedness  for  borrowed money  and all  other
          monetary obligations  of Borrower to Bank  whatsoever, present or
          future,  direct or  indirect,  absolute or  contingent, joint  or
          several, now or hereafter  existing or arising, due or  to become
          due, howsoever  arising or evidenced, including,  but not limited
          to, any borrowings of Borrower evidenced by Borrower's promissory
          notes, obligations of Borrower  under any reimbursement or letter
          of credit  agreements, and obligations  of Borrower on  any note,
          draft  or other instrument,  whether or  not negotiable  in form,
          upon which Borrower is primarily or secondarily liable, which may
          be paid,  accepted, purchased or  discounted by Bank,  whether or
          not  such indebtedness or obligation is known to Guarantor now or
          at  the time such indebtedness or obligation is incurred, and all
          amendments, renewals or extensions,  in whole or in part,  of any
          such indebtedness  or obligations.  Guarantor shall also  pay, on
          demand,  any  and  all  expenses  (including  without  limitation
          reasonable attorneys' fees) which may be incurred or paid by Bank
          in preserving,  protecting  or enforcing  any  of its  rights  or
          remedies  in connection  with,  or  collecting against  Guarantor
          under, this Guaranty ("Collection Costs").

               Guarantor further agrees as follows:

               1.   Absolute and Unconditional Obligation. This Guaranty is
          a  guaranty of payment and  not of collection.  The obligation of
          the  Guarantor under  this Guaranty  (the "Obligation")  shall be
          absolute  and  primary,  and  complete  and  binding as  to  each
          Guarantor  and subject  to  no condition  whatever, precedent  or
          otherwise,   irrespective   of   the  validity,   regularity   or
          enforceability  of any  of the  Liabilities, the  absence of  any
          action  to enforce the same,  any waiver or  consent with respect
          thereto,  or any  failure  or delay  in the  enforcement thereof.
          Notice  of acceptance hereof  or action in  reliance hereon shall
          not  be required.  Bank  shall be  under  no obligation  to  give
          Guarantor notice of  Borrower's incurring  future Liabilities  to
          Bank or amendments, renewals or extensions of any Liabilities, or
          any  other fact or matter  pertaining to Borrower.  Nor shall the
          Obligation   be   affected   by   the   bankruptcy,   insolvency,
          incompetence  or death, or any change in ownership or control, of
          the  Borrower, or  of any  other party.  The Obligation  shall be
          independent of and in addition to any similar obligation or other
          liability of the Guarantor to Bank.

               2.   Waiver. Guarantor waives presentment,  demand, protest,
          notice  of  protest  or  dishonor, diligence  in  collecting  the
          Liabilities,  any  requirement  first  to  proceed  against   the
          Borrower or against any  guarantor or other party, or  to exhaust
          any security for the  performance of any of the  Liabilities. Any
          collateral  or other security of  Borrower or any  other party or
          any guaranty or other obligation of  any party which Bank now  or
          subsequently holds  may be  released or otherwise  dealt with  by
          Bank  in all  respects  as  though  this  Guaranty  were  not  in
          existence and the Obligation shall be in no way affected thereby,
          Guarantor hereby waiving and foregoing  all rights in respect  of
          any  action, or failure to act, by Bank regarding such collateral
          or other security.

               3.   Continuing   Obligation.   The   Obligation  shall   be
          continuing  and,  irrespective  of  any  statute  of  limitations
          otherwise  applicable, shall  cover  all Liabilities  incurred by
          Borrower before any revocation of this Guaranty becomes effective
          as provided  below (and  shall  also include  Liabilities of  the
          Borrower incurred after such revocation pursuant to any agreement
          to  lend, whether optional or obligatory, existing at the date of
          revocation),  and  as  to  any  Liabilities  so  incurred,  shall
          continue  until  the  same  are  fully  paid  and satisfied.  The
          bankruptcy  or insolvency of  any Guarantor or  revocation by any
          Guarantor shall not affect the Obligation of any others, but such
          others shall continue to be liable for the Liabilities (including
          future  Liabilities)  as  though  such  bankrupt,  insolvent   or
          revoking party  had not been a  party hereto. Bank may,  if it so
          desires (but shall not be obligated to do so), file a claim under
          this Guaranty  in any  such bankruptcy or  insolvency proceeding,
          provided  that the  continuance of  the Obligation  in accordance
          with this Guaranty shall not be affected thereby.

               4.   Revocation. Guarantor (or any  of them) may revoke this
          Guaranty only  as herein provided, and  not otherwise. Revocation
          shall  be in  writing  signed  by  the  revoking  party,  or,  if
          deceased, by the personal representative of such party, and shall
          be  delivered to the President, Cashier, or any Vice President of
          Bank in person at Bank, and shall become effective at the opening
          of  business on the day next succeeding the delivery thereof. Any
          such  revocation shall  have  prospective effect  only, from  and
          after the effective  date of revocation, and shall  not terminate
          or otherwise affect the Obligation of the revoking party existing
          prior to the effective date of revocation.

               5.   Subrogation. Guarantor expressly  waives any claim  for
          reimbursement, contribution, indemnity,  or subrogation which the
          Guarantor may have against  the Borrower by reason of  payment by
          the Guarantor  of any  of the  Liabilities. In  the event  of the
          liquidation,  reorganization or  bankruptcy of  Borrower (whether
          voluntary or  involuntary) or  in the event  that Borrower  shall
          make  an arrangement or composition  with its creditors or become
          subject to any receivership or other insolvency proceedings, Bank
          shall be entitled to receive all dividends or other payments with
          respect to the  Liabilities until  its claims have  been paid  in
          full,  and Guarantor shall  continue to be liable  to Bank to the
          extent provided herein  for any balance of  the Liabilities which
          may be owing to  Bank. If any amount shall be paid to or received
          by  Guarantor on account of any subrogation rights arising at any
          time when all Liabilities shall not have been paid and discharged
          in full, such amount shall be held in trust by  Guarantor for the
          benefit  of Bank  and  shall forthwith  be  paid  to Bank  to  be
          credited and applied against the Obligation.

               6.   Continued      Effectiveness     or      Reinstatement.
          Notwithstanding  any prior  revocation, termination  or discharge
          hereof, the effectiveness of  this Guaranty shall continue  or be
          reinstated, as the case may be, in the event that (a) any payment
          received or credit given by Bank in respect of the Liabilities is
          returned, disgorged  or rescinded as a  preference, impermissible
          setoff, fraudulent  conveyance or otherwise under  any applicable
          state  or  federal  law,  including,  without  limitation,   laws
          pertaining  to  bankruptcy  or  insolvency, in  which  case  this
          Guaranty shall thereafter be  enforceable against Guarantor as if
          such  returned, disgorged or rescinded payment  or credit had not
          been received or  given by Bank,  and whether or not  Bank relied
          upon  such payment  or  credit  or  changed  its  position  as  a
          consequence thereof; or  (b) any liability is  imposed, or sought
          to  be  imposed,  against  Bank  relating  to  the  environmental
          condition of, or  the presence of  hazardous or toxic  substances
          on, in or about, any property mortgaged to Bank  by the Borrower,
          Guarantor or any other party as collateral (in whole or in  part)
          for  any of the Liabilities,  whether such condition  is known or
          unknown,  now  exists  or  subsequently  arises  (excluding  only
          conditions  which arise after any acquisition by Bank of any such
          property, by  foreclosure, in  lieu of foreclosure  or otherwise,
          due to the wrongful act or  omission of Bank), in which case this
          Guaranty shall thereafter be enforceable against Guarantor to the
          extent of all liability, costs and expenses (including reasonable
          attorneys'  fees) incurred  by  Bank as  the  direct or  indirect
          result of any such environmental  condition or hazardous or toxic
          substances.  For  purposes   of  this  Guaranty,   "environmental
          condition" includes, without limitation, conditions existing with
          respect  to the surface  or ground water,  drinking water supply,
          land surface  or  subsurface  strata and  the  ambient  air;  and
          "hazardous  or  toxic  substances"  shall  include  any  and  all
          substances now  or subsequently determined by  any federal, state
          or  local  authority  to  be  hazardous  or  toxic,  or otherwise
          regulated by any such authority.

               7.   General.  This  Guaranty  amends and  restates  in  its
          entirety that certain Guaranty  dated                  , executed
          and  delivered  by   Guarantor  to  Bank  with  respect   to  the
          liabilities  of Borrower and may not be amended except by express
          written instrument executed by Guarantor  and Bank, and no waiver
          by  any party shall be effective unless  given in writing by such
          party.  The rights and remedies provided for in this Guaranty are
          cumulative, and  nothing herein shall  limit any right  or remedy
          granted  Bank  by other  instrument  or by  law.  If any  term or
          provision of this Guaranty or its application to any circumstance
          shall, to any extent, be invalid or unenforceable,  the remainder
          of this Guaranty, or the application of such term or provision to
          circumstances other than those as to which  it is held invalid or
          unenforceable, shall not  be affected thereby, and  each term and
          provision  of this Guaranty shall be valid and enforceable to the
          fullest  extent permitted by law. Captions have been used in this
          Guaranty for  convenience of  reference only,  and  shall not  be
          given substantive effect. This Guaranty  shall be governed by and
          construed in accordance with the laws of the State of Michigan.

               This Guaranty has been duly executed and delivered as of the
          date set forth above.

          Witnesses:                         [NAME OF SUBSIDIARY]
                                             [a            corporation]



                                             By:                           

                                             Its:                          



          Accepted by:

          Comerica Bank



          By:                          

          Its:                         



        
        
                                     SCHEDULE 4.7




                                    Adjusted Total
                Long Term Debt      Liabilities to   Eurodollar  Prime-based
                to Worth Ratio      Worth Ratio      Margin      Margin

      Level 1   Less than or equal  Less than or         1%           0%
                to 1.0 to 1.0       equal to 2.0
                                    to 1.0

      Level 2   Greater than 1.0    Greater than       1 1/2%        1/2%
                to 1.0              2.0 to 1.0



          Based on quarterly direct financial statements for periods ending
          March 31, June 30 and September 30 and on fiscal year end audited
          financial statements for periods ending December 31. Rates to  be
          adjusted on the first day of the  first month following the month
          in which the applicable financial statements are delivered to the
          Bank.

          If the covenants fall in different levels, the rate  opposite the
          lowest applicable level  will apply. (Level  1 being the  highest
          and Level 2 being the lowest.)

          Until the  financial statements for June 30,  1995 are delivered,
          Level 1 pricing shall apply.




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