POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints Michael J. McClane, Maria Gutierrez, 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 15th day of October, 2007.
Signature:
/s/ WB Phelps III
Print
Name: Warren B Phelps III
(Barry)
State
of California )
) ss.
County
of
Ventura )
On
October 15, 2007, before me, Howard Gorbis, Notary Public,
personally appeared Warren Barry Phelps III , 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.
Howard
Gorbis
Notary
Public in and for said State
(Notarial
Seal)