POWER
OF ATTORNEY
KNOW
ALL BY THESE
PRESENTS, that the undersigned hereby constitutes and appoints Michael
J.
McClane,
Ellen Bancroft, J.R. Kang, Jason Wisniewski and certain other members or persons
associated with Dorsey & Whitney
LLP,
and
each of them, with full authority to act without the others, as the
undersigned's true and lawful attorneys-in-fact to:
(1) execute
for and on behalf of the undersigned, in the undersigned's capacity as a
reporting person
pursuant
to Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules thereunder, of
U.S.
Auto
Parts Network, Inc. (the "Company"), Form ID and Forms 3, 4 and 5 in accordance
with Section 16(a) of the Exchange
Act;
(2) do
and perform any and all acts for and on behalf of the undersigned which may
be
necessary or
desirable
to complete and execute any such Form ID and Form 3, 4 or 5 and file such form
with the United States Securities and
Exchange
Commission and any stock exchange or similar authority or organization;
and
(3) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion
of
any of
such attorneys-in-fact, may be of benefit to, in the best interest of, or
legally required of, the undersigned, it being
understood
that the documents executed by any of such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney
shall be in such form and shall contain such terms and conditions as any of
such
attorneys-in-fact may approve in the
sole
discretion of any of such attorneys-in-fact.
The
undersigned hereby grants to
each such attorney-in-fact full power and authority to do and perform
any
and
every
act and thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers
herein
granted, as fully to all intents and purposes as the undersigned might or could
do if personally present, with full power of
substitution
or revocation, hereby ratifying and confirming all that any of such
attorneys-in-fact, or the substitute or substitutes of
any
of
such attorneys-in-fact, shall lawfully do or cause to be done by virtue of
this
Power of Attorney and the rights and powers
herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact,
in
serving in such capacity at the request of
the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with
Section
16 of the Exchange Act.
This
Power of Attorney shall remain
in full force and effect until the undersigned is no longer required
to
file
Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company, unless
earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned
has caused this Power of Attorney to be executed as of this
22nd
day
of December, 2006.
Signature: /s/
Robert J. Majteles
Print
Name:
Robert J. Majteles
State
of California )
) ss.
County
of Alameda
)
On
December 22, 2006, before me,
Raquel Rivera, Notary Public,
personally
appeared Robert James Majteles, proved to me on the basis of
satisfactory
evidence to be the person whose name is subscribed to the within instrument,
and
acknowledged to me that he
executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of
which
the
person acted, executed the instrument.
WITNESS
my hand and official
seal.
/s/
Raquel Rivera
Notary
Public in and for said
State
(Notarial
Seal)