Exhibit 10.3


    Exhibit
      10.3

    


    CONFIDENTIAL

    


    


    


    CONSULTING
      AGREEMENT 

    


     

     

    THIS
      CONSULTING AGREEMENT (the “Agreement”)
      is
      made and entered into as of the 2nd day of February, 2005, by and between
      Dispatch Auto Parts, a Pink-Sheet Company (the “Company")
      and
      Lugion Associates, Ltd (the “Consultant”).
      

     

    WHEREAS,
      Consultant is in the business of providing management consulting and advisory
      services; and 

     

    WHEREAS,
      The Company deems it to be in its best interest to retain Consultant to provide
      consulting services to and for it and Consultant desires to so provide such
      services; 

     

    NOW,
      WHEREFORE, in consideration of the mutual promises and covenants set forth
      in
      this Agreement, the receipt and sufficiency of which are hereby acknowledged,
      the parties hereto agree as follows: 

     

    1.
      For a
      period of 12 months, beginning on February, 2, 2005 (the "Consulting Period"),
      Consultant shall serve as an independent consultant and advisor to the Company
      on matters relating to the structure, management, and operation of the Company;
      the preparation and implementation of new business plans and future growth
      strategy; procedures, regulations, and execution of a public listed company;
      the
      identification and securing of agreements with prospective officers, directors,
      consultants, and employees.

     

    2.
      During
      the Consulting period, the Company shall be entitled to Consultant's services
      for reasonable times when and to the extent reasonably requested by, and subject
      to the reasonable direction of, the Company's Chief Executive Officer and
      President, ________. It is understood that the Consultant’s services are not
      exclusive to the Company and Consultant shall be free to perform services for
      other persons or entities. However, the Consultant will notify the Company
      of
      its performance of consulting services for any other person or entity that
      could
      conflict with its obligations under this Agreement. Upon receiving such notice,
      the Company may terminate this Agreement or consent to the Consultant's outside
      consulting activities; failure to terminate this Agreement, within seven (7)
      days of receipt of written notice of conflict, shall constitute the Client's
      ongoing consent to the Consultant's outside consulting services. 

     

    
      
        
        

      

      
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    3.
      Consultant's services shall be rendered from his office or home, or, at the
      Company's request, from the Company's executive offices. Reasonable travel
      and
      living and other expenses necessarily incurred by Consultant to render services
      at locations other than his office or home or from the Company's offices, shall
      be reimbursed by the Company promptly upon receipt of proper invoices and
      statements with regard to the nature and amount of those expenses. 

     

    4.
      Consultant shall have no authority to bind the Company by or obtain any
      obligation, agreement, promise, or representation without first obtaining the
      written approval of the Chief Executive Officer of the Company. Consultant
      shall
      not incur any liability on behalf of the Company or in any way represent or
      bind
      the Company in any manner or thing whatsoever and nothing herein shall be deemed
      to constitute either party the agent or representative of the other. The Company
      shall indemnify and hold Consultant harmless from and against any liability
      resulting from the performance of the consulting services hereunder.


     

    5.
      In
      consideration of Consultant's entering into this Agreement, The Company has
      agreed to issue to Consultant on or before February 2, 2005:

     

    $8,000
      cash retainer per month, or 400,000 shares of the Company's Common Stock (the
      "Shares") 


     

    6.
      Consultant understands and agrees that he is an independent contractor rather
      than an employee or agent of The Company. Nothing contained herein shall be
      considered to create the relationship of employer-employee between the parties
      to this Agreement. Consultant shall be responsible for withholding, paying
      and
      reporting any and all required federal, state or local income, employment and
      other taxes and charges. Consultant understands and agrees that the Company
      will
      make no deduction from payments to Consultant for federal or state tax
      withholdings, social security, unemployment, worker's compensation or disability
      insurance. 

     

    7.
      It is
      acknowledged and agreed by the Company that Consultant is not rendering legal
      advice or performing accounting services, nor acting as an investment advisor
      or
      broker-dealer within the meaning of applicable state and federal securities
      laws. It is further acknowledged and agreed by the Company that that Consultant
      cannot guarantee the results or effectiveness of any of the services rendered
      or
      to be rendered by Consultant hereunder. Rather, Consultant shall use its best
      efforts to conduct its services and affairs in a professional manner and in
      accordance with good industry.

     

    8.
      Consultant agrees that he will not, without the Company's prior consent,
      disclose to anyone, any trade secrets of the Company or any confidential,
      non-public information relating to the Company's business, operations or
      prospects. 

     

    
      
        
        

      

      
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    9.
      It is
      understood and agreed that the services of Consultant are unique and
      confidential in nature and neither Consultant nor the Company shall delegate
      or
      assign all or any portion of his or its required performance to any other
      individual, firm or entity, without the other's written consent. 

     

    10.
      No
      waiver, amendment or modification of any provision of this Agreement shall
      be
      effective unless in writing and signed by both parties. This Agreement shall
      be
      binding upon and inure to the benefit of the heirs, successors, permitted
      assigns and legal representatives of the parties. This Agreement constitutes
      the
      entire agreement between the parties concerning the subject matter hereof and
      supersedes all prior negotiations, discussions and other agreements with respect
      to the subject matter hereof.

     

    11.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York. This Agreement may be executed simultaneously in two
      or
      more counterparts, each of which shall be deemed an original, but all of which
      taken together shall constitute one and the same instrument. Execution and
      delivery of this Agreement by exchange of facsimile copies bearing the facsimile
      signature of a party hereto shall constitute a valid and binding execution
      and
      delivery of this Agreement by such party. Such facsimile copies shall constitute
      enforceable original documents. The undersigned signatories signing for The
      Company have full authority to execute this Agreement on behalf of The Company
      and thus to legally bind The Company to all of the terms hereof. 

     

     

    IN
      WITNESS WHEROF, this Agreement has been executed as of the 2nd day of February
      2005. 

     

    

      
        	
                CONSULTANT:

              	
                COMPANY:

              
	 	 
	
                Lugion
                  Associates, Ltd 

              	
                Dispatch
                  Auto Parts

              
	 	 
	 	 
	
                /s/
                  Lugion
                  Associates, Ltd

              	
                /s/ Daniel
                  Slocum

              
	
                Lugion
                  Associates, Ltd 

              	
                Daniel
                  Slocum

              
	
                 

              	
                President
                  & CEO

              


      

    

    


    
      
        
        

      

      
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