PRELUDE VENTURES INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>v00471_10-4.txt
<TEXT>

                                 Schedule 1.01

                               Option to Purchase

This  Agreement  made as of the 9th day of October 9,  2003,  by and  between Al
Giudice,  Frank  Mago,  Larry  Griffin,  Don Mago,  (the "MPW  Shareholders"  or
Optionor") and Prelude Ventures, Inc. ("Prelude" or "Optionee").

IN  CONSIDERATION  of the payment by the  Optionee to the Optionor of the sum of
two  dollars  ($2.00)  and for other and good and  valuable  consideration,  the
receipt and  suffiency  of which is hereby  acknowledged,  the  Optionor  hereby
grants to the Optionee an option (the "Option") to purchase 10% of all he issued
and outstanding shares of Motor Parts Warehouse,  Inc. ("MPW"), upon and subject
to the following terms and conditions:

     1.   Exercise  Price.  The purchase price for the exercise of the option to
          purchase  MPW  shall  be Two  Million  Two  Hundred  Thousand  Dollars
          ($2,200,000), plus the issuance of 5,000,000 shares of common stock of
          Prelude.

     2.   Option Exercise Period. The Option may be exercised by the Optionee at
          any time from the date  hereof for 18- days,  and may be  extended  by
          agreeement of the parties. The Option shall only be exercised upon the
          refinancing  of the  secured  debt  of Tri  State  Stores,  Inc.,  GMG
          Parnters LLC and SASCO  Springfield  Auto Supply  Company in the total
          amount of $3,000,000.

     3.   Exercise of Option. The Optionee shall, for the purposes of exercising
          the Option,  give the MPW Shareholders  notice in writing thereof (the
          "Notice"), accompanied by payment of the purchase price.

     4.   Non-Assignability  of Option.  The Option is specific to the Optionee.
          Accordingly,  the Optionee may not sell, assign or otherwise  transfer
          the Option or any of its rights under this Agreement without the prior
          written  consent of the Optioner may be  unreasonably  or  arbitrarily
          withheld.

     5.   Entire Agreement. The Agreement expresses the entire agreement between
          the parties  concerning  the subject  matter hereof and supercedes all
          previous  agreements,  whether  written or oral,  between  the parties
          respecting the subject matter hereof.

     6.   Governing  Law. This  Agreement  shall be governed by and construed in
          accordance with the laws of the State of Illinois.

IN WITNESS  WHEREOF the parties  hereto have executed  this  Agreement as of the
date first above written.


Prelude Ventures, Inc.


-------------------------------
By:  Anthony Sarvucci


MPW Shareholders

/s/ Al Giudice                                      /s/ Larry Griffin
--------------------------------                    ----------------------------
Al Giudice                                          Larry Griffin


/s/ Frank Mago                                      /s/ Don Mago
--------------------------------                    ----------------------------
Frank Mago                                          Don Mago



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</DOCUMENT>
