Second Amendment to Employment Agreement, dated April 6, 2009

This Second Amendment to Employment Agreement (this “Amendment”) is made as of April 6, 2009, between American Tire Distributors, Inc., a Delaware corporation, (the “Company”), and Richard P. Johnson (the “Executive”).

A. The Company and the Executive are party to that certain Employment Agreement, dated as of March 31, 2005, as amended by that certain First Amendment to Employment Agreement, dated as March 3, 2008 (as so amended, the “Agreement”), pursuant to which the Company employed the Executive. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Agreement.

B. Section 8.2 of the Agreement provides that the Agreement may not be modified only by a writing signed by each of the parties hereto.

C. The Company and the Executive now desire to amend Exhibit A of the Agreement as more particularly set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Amendment to the Agreement. The second sentence under the heading “Base Salary” on Exhibit A of the Agreement is hereby deleted in its entirety and replace with the following:

“$200,000 per annum during the Period of Employment described in Section 2(ii)”

2. No Other Changes. Except as expressly amended pursuant to this Amendment, the remaining terms of the Agreement remain in full force and effect in accordance with their terms. This Amendment may be executed in counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile signature and a facsimile signature shall constitute an original for all purposes.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.


EXECUTIVE

By:		/s/ Richard P. Johnson
		Name: Richard P. Johnson


AMERICAN TIRE DISTRIBUTORS, INC.:

By:		/s/ William E. Berry
		Name: William E. Berry Title: President and CEO