U.S. AUTO PARTS NETWORK, INC. NON-QUALIFIED STOCK OPTION AGREEMENT

This NON-QUALIFIED STOCK OPTION AGREEMENT (the “ Agreement ”) is made this 16th day of February, 2009, by and between U.S. Auto Parts Network, Inc., a Delaware corporation (the “ Company ”), and Theodore R. Sanders, Jr., an individual (“ Optionee ”).  Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the U.S. Auto Parts Network, Inc. 2007 New Employee Incentive Plan (the “ Plan ”).

1.    Grant of Option .  The Company hereby grants Optionee the option (the “ Option ”) to purchase all or any part of an aggregate of 100,000 shares (the “ Shares ”) of common stock, $0.001 par value (“ Common Stock ”), of the Company at $1.15 per share according to the terms and conditions set forth in this Agreement and in the Plan. “  The Option will not be treated as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).  The Option is issued under the Plan and is subject to its terms and conditions.  A copy of the Plan will be furnished upon request of Optionee.

The Option shall terminate at the close of business ten (10) years from the date hereof (the “ Expiration Date ”).

2.    Vesting of Option Rights .

(a)    Unless otherwise provided in this Agreement, the Option shall be exercisable for vested Shares only.  The Option shall initially be for unvested Shares, and the Shares shall become vested Shares on the last day of any consecutive three calendar months when and if the average of the Monthly Average Prices (as defined below) of the Common Stock during such three month period reaches or exceeds $5.00 (as adjusted for any stock dividends, splits, combinations or similar events with respect to the Common Stock after the date of this Agreement); provided that, in such case, Optionee shall have continuously provided Service from the date of this Agreement through the date of such vesting (such proviso, the “ Continuous Service Requirement ”).  The “ Monthly Average Price ” shall be calculated by adding the closing sales price of one share of the Common Stock as reported by the Exchange for each Trading Day in a given calendar month and dividing such sum by the total number of Trading Days in such month.  For the purposes of this Agreement, “E xchange ” shall mean the NASDAQ Global Market or the primary securities exchange on which the Company’s common stock is then listed or quoted, and “ Trading Day ” shall mean any day on which the Common Stock is listed or quoted and traded on the Exchange.  For example, if there are 20 Trading Days in each calendar month and the Monthly Average Price was $4.75 in January 2010, $5.50 in February 2010 and $5.00 in March 2010, and if Optionee had continuously provided Service from the date of this Agreement through the end of March 2010, then the Options shall vest on March 31, 2010 [(($4.75 ´ 20) + ($5.50 ´ 20) + ($5.00 ´ 20))/60 = $5.08.].   In no event shall any Shares vest after the fifth anniversary of the date of this Agreement.

Notwithstanding the Continuous Service Requirement, to the extent one or both of the milestones set forth above have not been achieved, if the Monthly Average Price of the Common Stock equals or exceeds $5.00, as adjusted for any stock dividends, splits, combinations or similar events with respect to the Common Stock after the date of this Agreement, for either (A) each of the last two completed calendar months immediately prior to (x) the termination of Optionee’s employment (other than for Cause (as defined in Section 3(e)) or due to death or Disability (as defined in Section 3(f)) or (y) Optionee’s resignation for Good Reason or (B) the last completed calendar month immediately prior to such termination or resignation, then the consecutive three calendar month period used for determining whether the milestones have been met may include the one or two calendar months, as the case may be, immediately following the last completed calendar month prior to such termination or resignation to complete the three month determination period, provided that the last day of such three month period falls on or prior to the fifth anniversary of the date of this Agreement.  For example, assuming none of the Shares have vested and assuming there are 20 Trading Days in each month, if Optionee resigns for Good Reason prior to September 30, 2012 and the Monthly Average Prices for the two calendar months immediately prior to such resignation were $5.00 and $4.75, then the calendar month during which Optionee resigns may be included in the three month determination period for the purposes of calculating whether the vesting requirement set forth in the first paragraph of this Section 2(a) has been met, even if Optionee had resigned in the first week of such month.

For purposes of this Agreement, “ Good Reason ” shall mean any of the following events:  (1) a reduction in the scope of Optionee’s duties and responsibilities or the level of management to which he reports effected by the Company without Optionee’s prior written consent; (2) a reduction in his level of annual base salary or bonus as a percentage of annual base salary without his prior written consent; (3) a relocation of Optionee more than thirty (30) miles from the Company’s current corporate headquarters as of the date hereof effected by the Company without Optionee’s prior written consent; (4) a material breach of any provision of the Employment Agreement (as defined in Section 3(e)) by the Company; or (5) the failure of the Company to have a successor entity specifically assume the Employment Agreement.  Notwithstanding the foregoing, “Good Reason” shall only be found to exist if prior to Optionee’s resignation for Good Reason, the Optionee has provided written notice to the Company of such Good Reason event within 90 days of its occurrence, indicating and describing the event resulting in such Good Reason, the Company does not cure such event within 30 days following the receipt of such notice from Optionee and Optionee resigns within 6 months of providing notice to the Company.

(b)    During the lifetime of Optionee, the Option shall be exercisable only by Optionee and shall not be assignable or transferable by Optionee, other than by will or the laws of descent and distribution.  Notwithstanding the foregoing, Optionee may transfer the Option to any Family Member (as such term is defined in the General Instructions to Form S-8 (or successor to such Instructions or such Form)); provided , however , that (i) Optionee may not receive any consideration for such transfer, (ii) the Family Member must agree in writing not to make any subsequent transfers of the Option other than by will or the laws of the descent and distribution and (iii) the Company receives prior written notice of such transfer.

3.    Exercise of Option after Death or Termination of Employment or Service .  The Option shall terminate and may no longer be exercised if Optionee ceases to be employed by or provide Service to the Company or its Affiliates, except that:

     (a)    If Optionee’s employment or Service shall be terminated for any reason, voluntary or involuntary, other than for Cause or Optionee’s death or Disability, Optionee may, at any time within a period of one (1) month after the later of (i) the date of such termination or (ii) the date of any vesting of the Option pursuant to the application of the provisions in the second paragraph of Section 2(a) (the later of (i) and (ii), the “ Final Vesting Date ”), exercise the Option to the extent the Option was exercisable by Optionee on the Final Vesting Date.

     (b)    If Optionee’s employment or Service is terminated for Cause, the Option shall be terminated as of the date of the act giving rise to such termination.

     (c)    If Optionee shall die while the Option is still exercisable according to its terms, or if employment or Service is terminated because of Optionee’s Disability while in the employ of the Company, and Optionee shall not have fully exercised the Option, such Option may be exercised, at any time within twelve (12) months after Optionee’s death or date of termination of employment or Service for Disability, by Optionee, personal representatives or administrators or guardians of Optionee, as applicable, or by any person or persons to whom the Option is transferred by will or the applicable laws of descent and distribution, to the extent of the full number of Shares Optionee was entitled to purchase under the Option on (i) the earlier of the date of death or termination of employment or Service or (ii) the date of termination for such Disability, as applicable.

     (d)    Notwithstanding the above, in no case may the Option be exercised to any extent by anyone after the termination date of the Option.

     (e)    “ Cause ” shall mean Optionee has engaged in any one of the following:  (i) misconduct involving the Company or its assets, including, without limitation, misappropriation of the Company’s funds or property; (ii) reckless or willful misconduct in the performance of Optionee’s duties in the event such conduct continues after the Company has provided 30 days written notice to Optionee and a reasonable opportunity to cure; (iii) conviction of, or plea of nolo contendre to, any felony or misdemeanor involving dishonesty or fraud; (iv) the violation of any of the Company’s policies, including without limitation, the Company’s policies on equal employment opportunity and the prohibition against unlawful harassment; (v) the material breach of any provision of this Agreement or the Employment Agreement between the Company and Optionee (the “ Employment Agreement ) after 30 days written notice to Optionee of such breach and a reasonable opportunity to cure such breach; or (vi) any other misconduct that has a material adverse effect on the business or reputation of the Company.  The foregoing definition shall not in any way preclude or restrict the right of the Company (or any Affiliate) to discharge or dismiss any Optionee or other person in the Service of the Company (or any Affiliate) for any other acts or omissions but such other acts or omissions shall not be deemed, for purposes of the Agreement, to constitute grounds for termination for Cause.

     (f)    “ Disability ” shall mean a physical or mental impairment which, the Board of Directors determines, after consideration and implementation of reasonable accomm