Vice President-Information Systems Employment Agreement - Larry L. Buresh

July 3, 1995


VIA FEDERAL EXPRESS MAIL


Mr. Larry L. Buresh 39 W 710 Cross Creek Lane St. Charles, IL 60175


RE: Employment with Chief Auto Parts Inc., Dallas, Texas


Dear Larry:


This letter will set forth the basis of our understanding regarding your employment with Chief Auto Parts Inc., a Delaware corporation headquartered in Dallas, Texas.


1. Title; Salary; Bonus Opportunity


You will be appointed as Vice President-Information Systems. Your
election as an officer is, of course, subject to approval by the Board
of Directors.


Your initial base annual salary will be One Hundred Forty Thousand
Dollars ($140,000), subject to further increases from time to time at
the discretion of the President and Chief Executive Officer.


The terms of your bonus opportunity will be equivalent to those of other
senior officers of Chief. Currently, the bonus opportunity for your
position is thirty percent (30%) of your then current annual salary.


We have agreed to guarantee you a bonus for the 1995 fiscal year, in the
amount of Forty-two Thousand Dollars ($42,000). This bonus (less
applicable withholdings) is payable in March of 1996. Thereafter, you
will participate in Chief's bonus plans as are made available to other
senior officers of the Company. 2 2. Job Duties


You will report to the President and Chief Executive Officer.


You will be responsible for all of the information services requirements
of Chief, and such additional duties as may be assigned from time to
time by the President and Chief Executive Officer.


3. Purchase of Stock; Option Grant and Participation in the Executive
Target Bonus Plan


Subject to (i) approval by Chief's Board of Directors, (ii) the
requirements of federal and state securities laws, and (iii) the terms
and conditions of the 1994 Executive Option Plan and 1994 Executive
Target Bonus Plan, Chief has agreed as follows:


(a) Purchase of Common Stock
You will be given the opportunity to purchase one hundred (100) shares
of the common stock of Chief, at a purchase price of $1,419.71 per
share.


Chief will loan you two-thirds of the aggregate purchase price of said
one hundred (100) shares, to be evidenced by a non-recourse Promissory
Note, payable over eight years at the current federally imputed interest
rate.


(b) Option Grant
We have agreed to recommend a grant of options to purchase three hundred
(300) shares of common stock, at a purchase price of $1,419.71 per
share, pursuant to the 1994 Executive Option Plan. These shares vest in
25% increments on each anniversary date of the date of the grant.


(c) Participation in the Executive Target Bonus Plan
You will be eligible to immediately participate in the Executive Target
Bonus Plan, which provides for a cash bonus accrual on an annual basis
to the extent the Company achieves certain financial targets described
in the Plan (i.e., EBITDA of $30 million for the 1995 fiscal year).
This will allow you to earn an annual bonus accrual which can be
utilized to pay the exercise price of the stock options described above.
Each year, a participant such as yourself can earn up to 20% of the
exercise price of the options. 3
Also, please note that the annual accrual will be reduced (prorated) for
this, your first ye ...