PRELUDE VENTURES INC
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>v00471_10-6.txt
<TEXT>


Exhibit 10.6

                               OPTION TO PURCHASE

This  Agreement  made as of the 9th  day of  October  9,  2003,  by and  between
Tri-State Stores, Inc., an Illinois Corporation ("Tri-State"), GMG Partners LLC,
an Illinois Limited  Liability Company ("GMG") and SASCO Springfield Auto Supply
Company,  a  Delaware  Corporation,  ("SASCO")  (Tri-State,  GMG and  SASCO  are
collectively referred to herein as "TSG"), 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  sufficiency of which is hereby  acknowledged,  the Optionor  hereby
grants to the  Optionee an option  (the  "Option")  to  purchase  the assets and
certain  liabilities  of TSG,  upon  and  subject  to the  following  terms  and
conditions:

1.            Exercise Price.  The purchase price for the exercise of the option
              to purchase the assets of Tri-State,  GMG and SASCO shall be Three
              Million  Dollars   ($3,000,000)   plus  assume  other  liabilities
              consisting  of accounts  payable,  to be designated by TSG, not to
              exceed  Five  Hundred  Thousand  Dollars  ($500,000)  and  accrued
              expenses, of Two Hundred Thousand Dollars ($200,000).
2.            Option  Exercise  Period.  The  Option  may  be  exercised  by the
              Optionee at any time from the date hereof for 150 days, and may be
              extended by agreement of the parties.
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.



                                       69
<PAGE>




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


Prelude Ventures, Inc.

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

Tri-State Stores, Inc.
An Illinois Corporation

By:      __________________________


GMG Partners LLC
an Illinois Limited Liability Company


By:      __________________________


SASCO Springfield Auto Supply Company
a Delaware Corporation

By:      __________________________





</TEXT>
</DOCUMENT>
