Auto Tool Technologies Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






CONSULTING AGREEMENT 

THIS AGREEMENT is made and entered into the 30th day of
December, 2011 by and between DSL Products Ltd., a corporation formed under the
laws of the Province of Ontario (hereinafter referred to as "DSL"), and Cindy
Kelly and Associates, an Ontario business (#831933874), hereinafter referred to
as "Contractor"), 

RECITALS 

	 	A. 	
      DSL wishes to contract the Contractor, and be assured of
      its right to her services upon the terms and conditions hereinafter set
      forth;

	 	 	 
	 	B. 	
      Contractor is in the business of providing on-site
      management and administrative services to its clients and is willing to be
      contracted by DSL upon the terms and conditions hereinafter set
    forth;



NOW, THEREFORE, in consideration of the recitals, the
promises, covenants, conditions and agreements contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, it is hereby agreed as follows: 

	1. 	
      Contract for Service: DSL hereby contracts
      Contractor to provide said services. In this capacity, Contractor is
      charged with the following duties and responsibilities:

	 	 	 
		a) 	
      Responsibility to manage and direct the business of DSL
      with respect to specific management and territory objectives as set out by
      DSL management and agreed to by Contractor.

	 	 	 
		b) 	
      Provide office and administrative facilities to
  DSL

	 	 	 
		c) 	
      Booking additional opportunities for DSL.

	 	 	 
	2. 	
      Contract Term: DSL hereby contracts the Contractor
      and the Contractor hereby agrees to serve DSL pursuant to the terms and
      conditions of the Agreement commencing upon the execution hereof. This
      Contract Agreement shall terminate only pursuant to the provisions of "C"
      of Recitals and Sections 9 hereof. Hereinafter such period of service is
      referred to as the "Contract Term".

	 	 	 
	3. 	
      Acceptance of Contract and Extent and Place of
      Service: Contractor hereby agrees that it will provide said services
      for DSL during the Contract Term for the compensation set forth herein,
      and that it will well and faithfully perform the duties and
      responsibilities of such contract. Contractor further agrees that it shall
      devote such business hours, to the business of DSL as are required. DSL's obligations
      pursuant to this agreement shall be borne directly by DSL. Contactor will
      provide DSL with office facilities and administrative support. All
      expenses for office and administrative support will be for the account of
  Contractor.







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	4. 	
      Basic Compensation: As compensation for the
      services to DSL during the Contract Term, the Contractor shall receive an
      aggregate annual base fee per year of $75,000.00. Said fee shall be paid
      on a monthly basis. All references to compensation and expenses are herein
      expressed in Canadian dollars. Payment of said fees shall include
      appropriate federal and sales taxes.

	 	 	 
	7. 	
      Expenses During the Contract Term: DSL shall
      reimburse Contractor for any expenses over and above the base fee
      reasonably incurred by Contractor on behalf of DSL in connection with the
      performance of its services thereunder, provided the same are supported by
      sufficient documentation as to allow DSL to expense the same on its
      federal income tax return. All such expense reports will be submitted to
      DSL's representative to review and approve such expense reports.

	 	 	 
	8. 	
      Termination: This agreement and the Contract Term
      shall be terminated by:

	 	 	 
		a. 	
      The death of Contractor;

	 	 	 
		b. 	
      The Contractor giving 90 days written notice to DSL of
      termination without cause;

	 	 	 
		c. 	
      The permanent disability of Contractor which renders the
      Contractor unable to perform the services contemplated hereby in the
      absolute discretion of the Board of Directors of the Company upon the
      advice of a physician of their choice.

	 	 	 
		d. 	
      Termination for cause may occur without prior notice to
      Contractor and shall occur only upon the unanimous approval of all the
      Directors with the exception of Contractor.

	 	 	 
		e. 	
      If the Contractor's contract is terminated pursuant to
      paragraph 8B or 8C, the Contractor hereby consents to cause Contractor to
      resign any and all positions of DSL forthwith. DSL shall have no further
      obligations pursuant to Contractor and all of DSL's obligations shall be
      deemed to have been fulfilled. In the event of termination by DSL pursuant
      to paragraph 8D, DSL shall pay to Contractor or its personal
      representatives the full compensation due pursuant to this agreement
      through the date of termination.

	 	 	 
	10. 	
      Controlling Law: This Agreement shall be governed
      by and construed in accordance with the laws of the Province of
      Ontario.

	 	 	 
	11. 	
      Amendment: This Agreement embodies the entire
      Agreement of the parties respecting the matter within its scope,
      supersedes all previous agreements, if any, oral or
  written, may be modified only in writing, and shall be binding
      upon the parties hereto, their heirs, executors, administrators or
  successors.








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	12. 	
      Notices: Any notices or other communications
      required or permitted hereunder shall be deemed given when deposited in
      registered or certified mail, postage prepaid, and if to the Contractor,
      addressed to Cindy Kelly & Associates, 101 1⁄2 Mary Street West, Whitby,
      Ontario, L1N 2R4, except as shall have been specified in writing by either
      party to the other.

	 	 
	13. 	
      Severability of Provisions: If any of the
      provisions of this Agreement shall be held invalid, the remainder of this
      Agreement shall not be affected thereby.

	 	 
	14. 	
      Descriptive Headings: Descriptive headings of the
      several sections of this Agreement are inserted for convenience only and
      do not constitute a part of this Agreement.



IN WITNESS WHEREOF, DSL has caused this Agreement to be
executed on its behalf by its Director and attested to by its Secretary, each of
whom has been duly authorized and its corporate seal to be affixed hereto, and
the Contractor has hereunto signed the Agreement, all as of the date and year
first written above. 

	DSL PRODUCTS LTD. 	 
	 	 
	 	 
	/s/ Cindy Lee
      Kelly	 
	By: Cindy Lee Kelly, President 	 
	 	 
	 	 
	Accepted and Agreed to: 	 
	 	 
	 	 
	/s/ Cindy Lee
      Kelly	 
	By: Cindy Lee Kelly