exhibit 10. 35 deed of assignment know all men by these presents : this deed, made and executed this day of september 2006 at, by and between : sol khazani, of legal age, american, and resident of 18025 green meadow, encino, ca, u. s. a. 91316, and hereafter referred to as “ assignor ” ; - and - u. s. auto parts network, inc., a corporation duly organized and existing under the laws of the state of california and with principal business address at 17150 south margay avenue, carson, ca 90746, represented by its chief finance officer, michael j. mcclane, and hereafter referred to as the “ assignee ”. witnesseth : that - whereas, the assignor is a stockholder and holds certain shares of stock of mbs tek corporation, a corporation organized and existing under and virtue of the laws of the republic of the philippines with office address at astillero building, oro site, legazpi city, philippines ; whereas, the assignor desires to assign two thousand one hundred eight ( 2, 108 ) of his shares, as well as all his rights and interests accruing therefrom, in favor of the assignee ; whereas, the assignee is willing to accept the assignor ’ s aforesaid share ; now, therefore, for and in consideration of the foregoing premises and, for good and valuable consideration, the receipt whereof is hereby acknowledged to the full satisfaction of assignor, the assignor does hereby cedes, transfers and conveys, in a manner absolute, all his rights, interests and title to and in the aforementioned two thousand one hundred eight ( 2, 108 ) common shares of mbs tek corporation, including all his rights appurtenant thereto, in favor of the assignee and the assignee hereby accepts the same. in witness whereof, the parties hereto have hereunto set their hands on the date and at the place first above written. signed in the presence of : acknowledgment before me, a notary public in and for the personally appeared : name com. tax cert. no. com. tax cert. no. date / place issued date / place issued u. s. auto parts network, inc. represented by michael j. mcclane sol khazani 2 all known to me