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                                                                   Exhibit 10.21


                     [NORTHERN AUTOMOTIVE CORP. LETTERHEAD]


October 13, 1995


Don Watson


In recognition of your significant contributions to the Company, I would like
to propose the following. If you are terminated by us without cause, you are
entitled to receive your then current base salary for a period of six (6)
months after termination.



/s/ J.G. Bazlen
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J.G. Bazlen
President


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