ex10_2.htm


     

    Exhibit
      10.2



    THE
      2007
      BENEFIT PLAN

    


    OF

    


    DISPATCH
      AUTO PARTS, INC.

    


    THE
      2007
      BENEFIT PLAN OF DISPATCH AUTO PARTS, INC.

    


    Dispatch
      Auto Parts, Inc., a Florida corporation (the "Company"), hereby adopts "The
      2007
      Benefit Plan of Dispatch Auto Parts, Inc." (the "Plan") this 13th day of
      July,
      2007.  Under the Plan, the Company may issue stock, or grant options
      to acquire the Company's common stock, par value $0.001 (the "Stock"), from
      time
      to time to employees of the Company or its subsidiaries, all on the terms and
      conditions set forth herein ("Benefits").  In addition, at the
      discretion of the Board of Directors, Benefits may from time to time be granted
      under this Plan to other individuals, including consultants or advisors, who
      contribute to the success of the Company or its subsidiaries, but are not
      employees of the Company or its subsidiaries, provided that bona fide services
      shall be rendered by consultants and advisors and such services must not be
      in
      connection with the offer or sale of securities in a capital-raising
      transaction. No stock may be issued, or option granted under the benefit plan
      to
      consultants, advisors, or other persons who directly or indirectly promote
      or
      maintain a market for the Company's securities.

    


    1.           Purpose
      of the Plan. The Plan is intended to aid the Company in maintaining and
      developing a management team, attracting qualified officers and employees
      capable of assuring the future success of the Company, and rewarding those
      individuals who have contributed to the success of the Company.  The
      Company has designed this Plan to aid it in retaining the services of executives
      and employees and in attracting new personnel when needed for future operations
      and growth and to provide such personnel with an incentive to remain employees
      of the Company, to use their best efforts to promote the success of the
      Company's business, and to provide them with an opportunity to obtain or
      increase a proprietary interest in the Company.  It is also designed
      to permit the Company to reward those individuals who are not employees of
      the
      Company, but who management perceives to have contributed to the success of
      the
      Company or who are important to the continued business and operations of the
      Company.  The above goals will be achieved through the granting of
      Benefits.

    


    2.           Administration
      of this Plan.  Administration of this Plan shall be determined by
      the Company's Board of Directors (the "Board").  Subject to compliance
      with applicable provisions of the governing law, the Board may delegate
      administration of this Plan or specific administrative duties with respect
      to
      this Plan on such terms and to such committees of the Board as it deems proper
      (hereinafter the Board or its authorized committee shall be referred to as
      "Plan
      Administrators").  The interpretation and construction of the terms of
      this Plan by the Plan Administrators thereof shall be final and binding on
      all
      participants in this Plan absent a showing of demonstrable error.  No
      member of the Plan Administrators shall be liable for any action taken or
      determination made in good faith with respect to this Plan.  Any
      Benefit approved by a majority vote of those Plan Administrators attending
      a
      duly and properly held meeting shall be valid.  Any Benefit approved
      by the Plan Administrators shall be approved as specified by the Board at the
      time of delegation.

    


    3.           Shares
      of Stock Subject to this Plan.   A total of Five Million
      (5,000,000) shares of Stock may be subject to, or issued pursuant to, Benefits
      granted under this Plan.  If any right to acquire Stock granted under
      this Plan is exercised by the delivery of shares of Stock or the relinquishment
      of rights to shares of Stock, only the net shares of Stock issued (the shares
      of
      stock issued less the shares of Stock surrendered) shall count against the
      total
      number of shares reserved for issuance under the terms of this
      Plan.

     

    
      
        
        

      

      
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    4.           Reservation
      of Stock on Granting of Option.  At the time any Option is granted
      under the terms of this Plan, the Company will reserve for issuance the number
      of shares of Stock subject to such Option until it is exercised or
      expires.  The Company may reserve either authorized, but unissued
      shares or issued shares reacquired by the Company.

    


    5.           Eligibility.  The
      Plan Administrators may grant Benefits to employees, officers, and directors
      of
      the Company and its subsidiaries, as may be existing from time to time, and
      to
      other individuals who are not employees of the Company or its subsidiaries,
      including consultants and advisors, provided that such consultants and advisors
      render bona fide services to the Company or its subsidiaries and such services
      are not rendered in connection with the offer or sale of securities in a
      capital-raising transaction.  In any case, the Plan Administrators
      shall determine, based on the foregoing limitations and the Company's best
      interests, which employees, officers, directors, consultants and advisors are
      eligible to participate in this Plan.  Benefits shall be in the
      amounts, and shall have the rights and be subject to the restrictions, as may
      be
      determined by the Plan Administrators, all as may be within the provisions
      of
      this Plan.

    


    6.           Term
      of Options issued as Benefits and Certain Limitations on Right to
      Exercise.

    


    a.           Each
      Option issued as a benefit hereunder ("Option") shall have its term established
      by the Plan Administrators at the time the Option is granted.

    


    b.           The
      term of the Option, once it is granted, may be reduced only as provided for
      in
      this Plan and under the express written provisions of the Option.

    


    c.           Unless
      otherwise specifically provided by the written provisions of the Option or
      required by applicable disclosure or other legal requirements promulgated by
      the
      Securities and Exchange Commission ("SEC"), no participant of this Plan or
      his
      or her legal representative, legatee, or distributee will be, or shall be deemed
      to be, a holder of any shares subject to an Option unless and until such
      participant exercises his or her right to acquire all or a portion of the Stock
      subject to the Option and delivers the required consideration to the Company
      in
      accordance with the terms of this Plan and then only as to the number of shares
      of Stock acquired.  Except as specifically provided in this Plan or as
      otherwise specifically provided by the written provisions of the Option, no
      adjustment to the exercise price or the number of shares of Stock subject to
      the
      Option shall be made for dividends or other rights for which the record date
      is
      prior to the date on which the Stock subject to the Option is acquired by the
      holder.

    


    d.           Options
      shall vest and become exercisable at such time or times and on such terms as
      the
      Plan Administrators may determine at the time of the grant of the
      Option.

    


    e.           Options
      may contain such other provisions, including further lawful restrictions on
      the
      vesting and exercise of the Options as the Plan Administrators may deem
      advisable.

    


    f.           In
      no event may an Option be exercised after the expiration of its
      term.

    


    g.           Options
      shall be non-transferable, except by the laws of descent and
      distribution.

    


    7.           Exercise
      Price.   The Plan Administrators shall establish the exercise
      price payable to the Company for shares to be obtained pursuant to Options,
      which exercise price may be amended from time to time as the Plan Administrators
      shall determine.

    


    8.           Payment
      of Exercise Price.  The exercise of any Option shall be contingent
      on receipt by the Company of the exercise price paid in either cash, certified
      or personal check payable to the Company.

     

    
      
        
        

      

      
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    9.           Withholding.  If
      the grant of a Benefit hereunder, or exercise of an Option given as a Benefit
      is
      subject to withholding or other trust fund payment requirements of the Internal
      Revenue Code of 1986, as amended (the "Code"), or applicable state or local
      laws, the Company will initially pay the Optionee's liability and will be
      reimbursed by Optionee no later than six months after such liability arises
      and
      Optionee hereby agrees to such reimbursement terms.

    


    10.           Dilution
      or Other Adjustment.  The shares of Common Stock subject to this
      Plan and the exercise price of outstanding Options are subject to proportionate
      adjustment in the event of a stock dividend on the Common Stock or a change
      in
      the number of issued and outstanding shares of Common Stock as a result of
      a
      stock split, consolidation, or other recapitalization.  The Company,
      at its option, may adjust the Options, issue replacements, or declare Options
      void.

    


    11.           Benefits
      to Foreign Nationals.   The Plan Administrators may, in order
      to fulfill the purpose of this Plan and without amending this Plan, grant
      Benefits to foreign nationals or individuals residing in foreign countries
      that
      contain provisions, restrictions, and limitations different from those set
      forth
      in this Plan and the Benefits made to United States residents in order to
      recognize differences among the countries in law, tax policy, and
      custom.  Such grants shall be made in an attempt to give such
      individuals essentially the same benefits as contemplated by a grant to United
      States residents under the terms of this Plan.

    


    12.           Listing
      and Registration of Shares.   Each Option shall be subject to
      the requirement that if at any time the Plan Administrators shall determine,
      in
      their sole discretion, that it is necessary or desirable to list, register,
      or
      qualify the shares covered thereby on any securities exchange or under any
      state
      or federal law, or obtain the consent or approval of any governmental agency
      or
      regulatory body as a condition of, or in connection with, the granting of such
      Option or the issuance or purchase of shares thereunder, such Option may not
      be
      exercised in whole or in part unless and until such listing, registration,
      consent, or approval shall have been effected or obtained free of any conditions
      not acceptable to the Plan Administrators.

    


    13.           Expiration
      and Termination of this Plan.  This Plan may be abandoned or
      terminated at any time by the Plan Administrators except with respect to any
      Options then outstanding under this Plan.  This Plan shall otherwise
      terminate on the earlier of the date that is five years from the date first
      appearing in this Plan or the date on which the Five Millionth share is issued
      hereunder.

    


    14.           Amendment
      of this Plan.   This Plan may not be amended more than once
      during any six month period, other than to comport with changes in the Code
      or
      the Employee Retirement Income Security Act or the rules and regulations
      promulgated thereunder.  The Plan Administrators may modify and amend
      this Plan in any respect.

    


    ATTEST:

    


    /s/
      Liu, Sheng Li

    Liu,
      Sheng Li, President

     

    
      
        
        

      

      
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      STOCK
        OPTION AGREEMENT

    

    


    This
      Stock Option Agreement ("Stock Option Agreement") is granted effective this
        day of _____, 2007 by Dispatch Auto Parts, Inc. (the "Company") to
      ____________, an independent contractor of the Company ("Optionee") and a
      ____________ resident.

     

    PREMISES

    


    
      	
               

            	
              A.

            	
              The
                Company has received valuable services from Optionee in the past
                and
                desires to compensate Optionee for these services by issuing Optionee
                an
                option (the "Option") to purchase a total of _____________ (_____________)
                shares of the Company's common stock. The options will have a floating
                option price set at 75% of the market price at the time of exercise,
                the options and shares issued subject to the options shall be issued
                pursuant to a registration statement on Form S-8 under the Securities
                Act
                of 1933 as amended ("Form S-8").

            


    

     

    GRANT

    


    
      	
               

            	
              1.

            	
              Grant
                of Options.  The Company hereby grants Optionee the right
                and option ("Option") to purchase the above described ________________
                (_____________) shares of Common Stock, on the terms and conditions
                set
                forth herein and subject to the provisions of the Form S-8 registration
                statement in exchange for services provided by Optionee to the Company,
                the options shall vest immediately upon the exercise
                hereof.

            


    

    


    
      	
               

            	
              2.

            	
              Term
                of Option.  This Option may be exercised, in whole or in
                part, at any time within 1 year from the grant date above.  All
                rights to exercise this option end with the termination of employment
                with
                the Company, for any reason and by any
                party.

            


    

    


    
      	
               

            	
              3.

            	
              Method
                of Exercising.  This Option may be exercised in accordance
                with all the terms and conditions set forth in this Option and the
                Stock
                Option Plan, by delivery of a notice of exercise a form of which
                is
                attached hereto as Exhibit "A" and incorporated herein by this reference,
                setting forth the number of Options along with a signed letter of
                instruction to the stock broker Optionee will employ in selling the
                shares
                indicating that the specified exercise price shall be paid within
                10 days
                of the sale or as otherwise specified at the time of
                exercise.  Shares issued in anticipation of the exercise of the
                option shall not be deemed as issued and outstanding until such time
                as
                the option has been fully exercised by payment of the option
                price.

            


    

    


    
      	
               

            	
              4.

            	
              Optionee
                Not an Affiliate.  Optionee hereby represents, warrants and
                covenants that he is  not an affiliate of the Company as that
                term is defined in Rule 144(a)(1) under the  Securities Act of
                1933.

            


    

    


    
      	
               

            	
              5.

            	
              Availability
                of Shares.  During the term of this Option, the Company
                shall reserve for issuance the number of shares of Common Stock required
                to satisfy this Option.

            


    

    


    
      	
               

            	
              6.

            	
              Adjustments
                to Number of Shares.  The number of shares of Common Stock
                subject to this Option shall be adjusted to take into account any
                stock
                splits, stock dividends, recapitalization of the Common Stock as
                provided
                in the Stock Option Plan.

            


    

    


    
      	
               

            	
              7.

            	
              Limitation
                on Exercise.  If the board of directors of the Company, in
                its sole discretion, shall determine that it is necessary or desirable
                to
                list, register, or qualify the Common Stock under any state or federal
                law, this Option may not be exercised, in whole or part, until such
                listing, registration, or qualification shall have been obtained
                free of
                any conditions not acceptable to the board of
                directors.

            


    

     

    
      
        
        

      

      
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              8.

            	
              Restrictions
                on Transfer.  The Option has not been registered under the
                Securities Act of 1933, as amended (the "Securities Act"), or any
                state
                securities statutes. The shares of Common Stock issuable on exercise
                of
                the Option will be qualified for registration under a Form S-8
                Registration Statement filed with the Securities and Exchange
                Commission.

            


    

    


    
      	
               

            	
              9.

            	
              Record
                Owner.  The Company may deem the Optionee as the absolute
                owner of this Option for all purposes.  This Option is
                exercisable only by the Optionee, or by the Optionee's duly designated
                appointed representative.  This Option is not
                assignable.

            


    

    


    
      	
               

            	
              10.

            	
              Shareholder's
                Rights.  The Optionee shall have shareholder rights with
                respect to the Option shares only when Optionee has exercised this
                Option
                to purchase those shares and provided the Company with the letter
                of
                instruction specified in Section 4 of this
                Option.

            


    

    


    
      	
               

            	
              11.

            	
              Information
                provided to Optionee.  Optionee hereby acknowledges that
                he/she has been informed of the web address for or has received a
                printed
                copy of the S-8 Registration Statement for the 2007 Employee Benefit
                Plan
                for Dispatch Auto Parts, Inc. and the 10(a) prospectus with regard
                to that
                benefit plan, prior to signing this
                agreement

            


    

    


    
      	
               

            	
              12.

            	
              Validity
                and Construction.  The validity and construction of this
                Agreement shall be governed by the laws of the State of
                Florida.

            


    

    


    IN
      WITNESS WHEREOF, the below signatures evidence the execution of this
      Option by the parties on the date first appearing herein.

    


    OPTIONEE                                                                                         
      Dispatch Auto Parts, Inc.

    


    


    
      	
              ________________________________

            	
              ___________________________________

            


    

    _____________,
      Optionee                                                                                      Liu,
      Sheng Li, President

     

     

    NOTICE
      OF EXERCISE

    


    


    (To
      be
      signed only upon exercise of Option)

     

    
      
        
        

      

      
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    TO:
      Dispatch Auto Parts, Inc.

    


    The
      undersigned, the owner of the attached Option, hereby irrevocably elects to
      exercise the rights to purchase thereunder ________________ (____________)
      shares of Common Stock of Dispatch Auto Parts, Inc. and herewith pays for the
      shares in the manner specified in the Option.  The undersigned
      requests that the certificates for such shares be delivered to them according
      to
      instructions indicated below.  If such shares are not all of the
      shares purchasable under the Option, the undersigned further requests that
      a new
      option certificate be issued and delivered to the undersigned for the remaining
      shares purchasable under the Option.

    


    DATED
      this _____ day of ________, 2007.

    


    


    


    By:_________________________________

    
      	
               

            	 	
              ,
                Optionee

            


    

    
 

    
      
        
        

      

      
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    AFFIDAVIT

    


    I,
      ____________, being an individual residing in the ______________ ("Affiant"),
      make the following affidavit based upon facts known to me about which I could
      competently testify to if so required.

    


    Affiant
      was retained by Dispatch Auto Parts, Inc., a Florida corporation, ("DPPT")
      for
      the following services:

    


    [Summary
      of services rendered]

    


    During
      the above-mentioned time, Affiant performed the above described services for
      DPPT or its subsidiaries:

    


    The
      services provided were not in connection with the offer or sale of securities
      in
      a capital-raising transaction.  Affiant provided the services with the
      understanding that Affiant would receive compensation for such services,
      possibly including the grant of options to purchase shares of DPPT's common
      stock.

    


    I
      declare
      under the penalty of perjury that the foregoing is true and
      correct.  Executed this _____ day of _____, 2007.

    


    Affiant
–
      (optionee)

    


    


    ___________________________________

    


    STATE
      OF
      FLORIDA                      )

                                  
       :ss

    COUNTY
      OF _______________   )

    


    Before
      me, a notary public of said state, on the ____ day of May 2007, personally
      appeared R. Chris Cottone, to me being properly identified and stating that
      he
      is an independent contractor of Dispatch Auto Parts, Inc. (the "Company"),
      who
      signed the foregoing Affidavit, who being duly sworn, acknowledged that he
      or
      she signed the same as his voluntary act and deed, the for the purposes therein
      expressed, and that the facts stated therein are true.

    


    SEAL

    


    ______________________________________________

    Notary
      Public

    


    


    
      
        
        

      

      
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