Exhibit 10.1


    Exhibit
      10.1

     

    Consulting
      Agreement

    


    This
      agreement
      made as
      of the 31 day of Oct, 2005 Between:

    


    Dispatch
      Auto Parts
      (The
      Company)

    


    And

    


    Daniel
      Slocum
      (The
      Consultant)

    


    Recites
      That
      the
      Company has agreed to retain the expert business and financial consulting
      services of the consultant and the consultant has agreed to provide business
      and
      financial consulting services to the Company, all on the terms and conditions
      hereinafter set forth.

    


    Now
      Therefore
      in
      consideration of the following mutual covenants and agreements, the parties
      hereto agree with each other as follows:

    


    
      	1.  	
              The
                Consultant represents that he has special expertise in the field
                of
                business and financing and has the time and recourses so as to be
                available to perform services contemplated by this agreement and
                there are
                no contemplated or legal impediments to him doing
                so.

            


    

    


    
      	2.  	
              The
                Company shall retain the Consultant to provide the following
                services:

            


    

    


    
      	a.  	
              Advice
                and financial consulting services to the Company, specifically with
                respect to Communications and information, which may include, but
                not
                necessarily limited to review the writing by the Company of the corporate
                profile and review of any research
                reports.

            


    

    
      	b.  	
              Assisting
                and providing advice and financial consulting services to the Company
                in
                its management relations with any other joint venture partner, present
                or
                potential.

            


    

    
      	c.  	
              Such
                other services and assistance to the Company and its officers and
                directors within the scope of the Consultant’s expertise as the officers
                of the Company and the Consultant may mutually agree from time to
                time.

            


    

    


    
      	3.  	
              The
                term of the agreement shall be Oct
                31, 2005,
                commencing on the date hereof and ending on Oct
                31, 2006.
                During the term of this agreement, Consultant shall provide oral
                reports
                of Consultants activity on behalf of the
                Company.

            


    

    


    
      	4.  	
              Nothing
                herein shall constitute the Consultant as employee or agent of the
                Company
                except to such an extent a might hereafter be agreed upon for a particular
                purpose. Except as agreed, the Consultant shall not have the authority
                to
                obligate or commit the Company in any manner
                whatsoever.

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	5.  	
              In
                consideration providing the consulting services provided for hereunder,
                the Company shall and deliver to the Consultant 835,000
                shares of post-split common
                stock.

            


    

    


    
      	a.  	
              ___________________
                upon execution of this agreement.

            


    

    
      	b.  	
              Additional
                shares
                may be requested during this agreement for additional
                services.

            


    

    


    
      	6.  	
              The
                consultant shall be responsible for all of his own out of pocket
                expenses
                incurred in connection with the consulting services to be provided
                hereunder, unless the Company agrees in writing prior to an expense
                being
                incurred. Consultant shall have no obligation to incur any expense
                if the
                Company does not agree to reimburse Consultant for
                same.

            


    

    


    
      	7.  	
              The
                consultant shall cease to do business or if either party hereto shall
                be
                adjudicated a bankrupt, or if either party hereto fails to perform
                and of
                his or its obligations hereunder, then and in any such event the
                other
                party shall have the right, at any time thereafter to terminate this
                agreement by giving two days written notice of termination to the
                defaulting party under this paragraph, and this agreement and the
                respective obligations of the parties hereunder shall be
                terminated.

            


    

    


    
      	8.  	
              This
                agreement shall be binding upon the parties hereto and their respective
                heirs, executors, administrators, legal representatives, successors
                and
                assigns. This agreement may not be assigned by either party hereto
                without
                the prior written consent of the other
                party.

            


    

    


    
      	9.  	
              This
                agreement constitutes the entire agreement between the parties hereto
                and
                supersedes all prior agreements, understandings, negotiations and
                discussions, whether oral of written between the parties
                hereto.

            


    

    


    
      	10.  	
              Each
                of the parties hereto agrees to execute all such further instruments
                and
                documents and to take all such further action as to the other party
                may
                reasonably require in order to effectuate the terms and purposes
                of this
                agreement.

            


    

    


    
      	11.  	
              No
                amendment or medications of this agreement shall be binding unless
                in
                writing and signed by the parties
                hereto.

            


    

    


    
      	12.  	
              No
                waiver by a party of any branch of any of the provisions of this
                agreement
                by any other party shall take effect of be binding upon such party.
                Unless
                otherwise provided therein, such waiver shall not limit or affect
                the
                right of such party with respect to any other
                breach.

            


    

    


    
      	13.  	
              All
                notices or other communications authorized or required to be given
                pursuant to this agreement shall be in writing and either delivered
                by
                hand, mailed by registered, first call mail, postage prepaid, or
                sent by
                facsimile as follows:

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	a.  	
              To
                the Company at:

            


    

    


    Dispatch
      Auto Parts, Inc.

    305
      Roosevelt Road

    East
      Rochester, NY 14445

    


    
      	b.  	
              To
                the Consultant:

            


    

    


    Daniel
      Slocum

    242
      Fairport Road

    East
      Rochester, NY 14445

    


    
      	14.  	
              This
                agreement shall be deemed to be made in and shall be construed in
                accordance with the law.

            


    

    


    
      	15.  	
              Each
                of the parties hereto represents that it has the legal authority
                to enter
                into this Agreement and that this agreement is a valid and binding
                obligation of such party.

            


    

    


    
      	16.  	
              This
                agreement may be executed in several counterparts and each executed
                copy
                will constitute an original instrument but such counterparts shall
                together constitute but one and the same
                instrument.

            


    

    


    In
      Witness Where Of the parties hereto duly executed this agreement.

    


    


    /s/
      Daniel
      Slocum___________           
/s/ Wayne Barny____________

    (Signature
      “Consultant)                 
         (Signature
“Company”)

    


    


    Daniel
      Slocum_____________              
      Wayne
      Barny_____________

    (Print)                                                   
      (Print)

    


    


    
      
        
        

      

      
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