CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (“Agreement”) is entered as of December 9 , 2008 and made effective December 12, 2008 by and between Michael J. McClane (“Consultant”) and U.S. Auto Parts Network, Inc. (“Company”).

Company desires to engage Consultant, as an independent contractor, to perform the services described in this Agreement and Consultant desires to perform such services for the Company, in accordance with the terms and conditions set forth in this Agreement.  This Agreement is not an employment agreement, nor does there exist any intent between Consultant and Company to create an employment relationship between Company and Consultant.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1.    Consulting Services.  Consultants agree to provide the ongoing and transitional services that a Chief Financial Officer would provide to a company, and such other services as may be agreed to by the parties hereto (collectively, the “ Consulting Services ”).  These services will include transitioning the duties of a Chief Financial Officer to other Company employees as well as to any new Chief Financial Officer who may be hired by Company during the consulting period.  These services will also include participating in the annual audit of the Company’s financials for the year ending December 31, 2008.  Consultant will perform the Consulting Services as requested by the Chief Executive Officer or the Board of Directors of Company.  Consultant shall utilize the highest professional standards of practice in performing services for the Company. Company shall not dictate the work hours of Consultant and, except as otherwise specified herein, shall not have the right to control the manner, means or method by which Consultant performs the Consulting Services, but rather, shall be entitled only to direct Consultant with respect to the expected results of the Consulting Services and the due dates for such results to be delivered to Company.

2.    Term.  This Agreement shall terminate on March 31, 2009, unless earlier terminated by the Company for Cause or extended by the mutual written agreement of the parties.  “Cause ” shall mean (i) the commission of any act of fraud, embezzlement or dishonesty by Consultant, (ii) Consultant’s breach of any obligation under this Agreement, including obligations relating to the Confidential Information (as defined below), or (iii) any other misconduct by Consultant adversely affecting the business or affairs of the Company (or any affiliate) in any manner.  Consultant’s obligations described in Sections 4 through 8 shall survive termination of this Agreement. In the event the applicable circumstance set forth in subparagraphs (ii) or (iii) above is capable of cure by Consultant, then Company shall not terminate this Agreement “with cause” without having first given the Consultant written notice of the circumstance, such notice stating details thereof and the Company’s allegation of the Consultant’s breach with respect thereto and affording Consultant ten (10) business days after receipt of such notice to cure such circumstance, breach or default.

3.    Fees and Expenses.

 (a)    At execution of this Agreement, Company shall pay Consultant a retainer of $20,000.  Consultant’s hourly billing rate shall be $500 for the month of December and shall be reduced to $200 for hours billed as of January 1, 2009. Company shall pay consultant a minimum of 88 hours for the month of December 2008.  Consultant shall submit monthly invoices for Consulting Services performed, which invoices shall include the hours worked and the services performed. Invoices shall be paid within 15 days of receipt by Company.

(b)    Company shall pay the costs of Consultant’s blackberry and cellular telephone service for the first 90 days of the consulting term.  Company shall additionally reimburse reasonable costs and expenses specifically incurred by Consultant in providing the Consulting Services in accordance with the Company’s expense reimbursement guidelines.  Any single expense which will exceed $250.00 must be approved in advance by the Company’s Chief Executive Officer, or the Company may elect at its sole discretion not to reimburse Consultant for that expense. Company retains the right to determine the reasonableness of any submitted expense and to deny unreasonable expenses in its sole discretion.  Company will not reimburse Consultant for basic office expenses including, but not limited to, a laptop computer, meals, office space, equipment, telephone, postage, copying, stationery and business cards.  Consultant agrees to submit all requests to reimburse expenses within thirty (30) days of incurring the expense.

4.    Confidential Information.

(a)    Consultant acknowledges that Consultant may acquire information and materials about the Company, including but not limited to information about the Company’s operations, services, computer programs, algorithms, application programming interfaces, technology, ideas, know-how, processes, formulas, compositions, data, techniques, improvements, inventions (whether patentable or not), works of authorship, business and product development plans, financial data, accounting methods and treatment, financial results, cash flow, invoice payment, strategy regarding business lines, customers, customer information, and other information concerning the Company’s actual or anticipated business, or which is received in confidence by the Company or for the Company from any other person or entity, and that all such information and materials are and shall be the trade secret and confidential and proprietary information of the Company (hereinafter referred to as “ Confidential Information ”).  At all times, both during the term of this Agreement and after its termination, Consultant will keep in confidence and trust and will not use any Confidential Information without the prior written consent of an officer of the Company except as may be necessary and appropriate in the ordinary course of performing the Consulting Services under this Agreement. Consultant acknowledges that any disclosure or unauthorized use of Confidential Information will constitute a material breach of this Agreement. Consultant hereby acknowledges and agrees that all such Confidential Information shall be the sole and exclusive property of the Company.  Confidential Information does not include information that:  (i) is now, or hereafter becomes, through no act or failure to act on the part of Consultant, generally known or available to the public; (ii) was known by Consultant without restriction as to use or disclosure before receiving such information from Company; or (iii) is hereafter rightfully furnished to Consultant on a non-confidential basis by a third party.

(b)    Mr. McClane acknowledges and agrees that the obligations under his Confidential Information and Invention Assignment Agreement that he executed on 2/24/06 and that Confidentiality and Non-Disclosure Agreement that he executed on 2/14/06 (the “Prior Confidentiality Agreements) which are effective as of the date of this Agreement, shall remain in full force and effect in accordance with their terms and shall not be deemed to be modified by this Agreement.

5.    Company Materials.  Consultant agrees as follows:

(a)    All Company Materials (as defined below) shall be the sole and exclusive property of the Company.  Consultant will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as required in connection with performance of the Consulting Services under this Agreement.  Consultant will not copy or download to any computer or other equipment owned by Consultant any Confidential Information unless prior written consent to such copying or downloading is obtained from the Company.  Should the Company authorize downloading or copying of Confidential Information to Consultant’s computer systems or other equipment, Consultant agrees and warrants that such information will be kept in a separate file(s), segregated from all other information belonging to Consultant or any other entity.  For purposes of this Agreement, “ Company Materials ” are documents or other media or tangible items that contain or embody Confidential Information or any other information concerning the business, operations or plans of the Company, whether such documents have been prepared by Consultant or by others. “Company Materials” include, but are not limited to, software, code, drawings, photographs, charts, graphs, notebooks, customer lists, computer media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like.  For the purposes of this Agreement, “Results” means any and all deliverables or results of the Consulting Services including, without limitation, all Assigned Invention Ideas.

(b)    Upon termination of this Agreement, Consultant will immediately erase all files containing Company information in their entirety.  Consultant further agrees that, immediately upon the Company’s request and in any event upon completion of the Consulting Services, Consultant shall deliver to the Company all Company Materials, any document or media that contains Results, apparatus, equipment and other phy