EXHIBIT 10.3

          ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN i-TRACK, INC. AND
               AVL INFORMATION SYSTEMS LTD. DATED MARCH 21, 2003





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                       ASSIGNMENT AND ASSUMPTION AGREEMENT


         This Agreement  ("Agreement"),  is made and dated as of the 21st day of
March,  2003, by and between i-Track,  Inc. a Nevada  corporation with principal
offices  at 3031  Commerce  Drive,  Building  B, Fort  Gratiot,  Michigan  48058
("ITI"), and AVL Information Systems Ltd., an Ontario corporation with principal
offices at 2323 Passingham Lane, Sarnia, Ontario N7T 7H4 Canada ("AVL").

                                    RECITALS

         Effective  September  30,  2001,  ITI and AVL entered  into a Worldwide
Exclusive  Distribution Agreement whereby ITI was made the exclusive distributor
of all of the products manufactured by AVL.

         On January 1, 2002,  ITI entered into a Management  Services  Agreement
with AVL whereby AVL provides  ITI with  manpower,  equipment,  and premises for
$2,500 per month.

         ITI  entered   into  a  Share   Exchange   Agreement   with   Strategic
Communications  Partners,  Inc., dated March 17, 2003,  whereby ITI will acquire
Strategic Communications Partners in a "reverse acquisition" transaction.  Under
the Share  Exchange  Agreement,  ITI  agreed  that it would  cease  all  current
business operations.

         NOW, THEREFORE,  in consideration of the premises,  the mutual promises
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

         1.   AVL  and ITI hereby terminate the Worldwide Exclusive Distribution
Agreement,  waiving any prior  notice that might be required  under the terms of
the agreement.

         2.   ITI  and AVL hereby terminate  the  Management Services  Agreement
immediately, waiving the 30-days' prior notice.

         3.   ITI  hereby assigns and transfers to AVL all of the following (the
"Assigned Assets"):

              (a)    all  accounts  receivable  relating  to  the  business   of
marketing and distributing AVL's products (the "Business");

              (b)    all of the rights and benefits accruing under any contracts
relating exclusively to the Business and all outstanding offers or solicitations
made  by  or  to  ITI  to  enter  into any  contract relating exclusively to the
Business;

              (c)    all of the intellectual property rights (including, but not
limited to trademarks,  service marks, trade names,  and copyrights),  marketing
rights,  proprietary  rights and other intangible properties used exclusively in
connection with the Business;

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              (d)    all rights and claims against third  parties arising out of
and relating exclusively  to or in respect of the Assigned Assets or the Assumed
Liabilities;

              (e)    the   authorizations,   certificates,  consents,   waivers,
licenses, rights or other  forms  of  required permission  from, of  or with any
governmental authority which relate exclusively to the foregoing Assigned Assets
and are required for the operation of the Business ("Governmental Approvals");

              (f)    all operating data, files, general records, customer lists,
vendor lists,  equipment manuals,  guides,  employee records, correspondence and
other  written  records  of  the  ITI, wherever  located, to the extent relating
exclusively to the foregoing Assigned Assets and the Assumed Liabilities;

              (g)    all  of the  goodwill  related exclusively to the foregoing
Assigned Assets and the Business; and

              (h)    all  of  the  other assets,  properties and rights of every
nature  of the Business,  wherever located,  not otherwise  referred  to  above,
which  are  owned  by  ITI  or  in  which  ITI  has an interest and which relate
exclusively  to the  foregoing Assigned Assets and the Business.

         4.   As  consideration for the assignment of the Assigned  Assets,  AVL
shall, from and after the date of this Agreement, assume, perform, discharge and
pay  when  due all of the  obligations  and  liabilities  of any  nature  of ITI
relating  exclusively to the Assigned  Assets or the Business,  whether the same
are direct or  indirect,  fixed,  contingent  or  otherwise,  known or  unknown,
whether  existing  or arising  before,  on or after the date of this  Agreement,
omission or  circumstance  taking place prior to or after date of this Agreement
(collectively,   the  "Assumed  Liabilities").  The  Assumed  Liabilities  shall
include, but not be limited to, the following:

              (a)    all unpaid or unperformed  obligations  or  liabilities  of
ITI under any contracts  assigned as part of the Assigned Assets,  including but
not limited to all obligations or liabilities relating to any  refund,  warranty
or product liability claims, under any assigned contract;

              (b)    all unpaid or unperformed obligations or liabilities of ITI
under the  Governmental  Approvals assigned to AVL hereunder;

              (c)    all trade payables of ITI relating to the Business;

              (d)    all  accounts  payable,  notes  payable  and  inter-company
obligations owed by the Business to ITI;

              (e)    all unpaid or unperformed  wages,  salaries, payroll taxes,
sick pay, fringe benefits and other  employee  benefits  due to, or becoming due
to, any employees;

              (f)    all severance, "parachute"  or similar  obligations  to any
officer,  director,  consultant or Employee,  whether arising or created before,
on  or  after  the  date of this Agreement,  arising or payable by virtue of the
transactions contemplated by this Agreement or otherwise;

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              (g)    all obligations for any and all unpaid  taxes  arising from
the  operation  of the  Business, whether arising prior to or following the date
of this Agreement; and

              (h)    all  other  liabilities  or  obligations  arising  from the
ownership of the Assigned Assets and the operation of the  Business,  including,
without limitation, all  liabilities  in respect of the assigned  contracts  and
litigation  of any  kind or nature by or  against  or  otherwise  affecting  the
Assigned   Assets  or  the  operation  of  the  Business,   including,   without
limitation,  any  claim,  dispute,  governmental  investigation,  suit,  action,
arbitration,  legal, administrative or  other proceeding of any nature, domestic
or foreign, criminal or civil, at law or in equity.

         5.   AVL shall maintain a true, correct and  complete  set of books and
records of account  relating to this Agreement at AVL's principal  offices,  and
shall make the same available for inspection and copying by ITI or its agents at
all reasonable  times,  upon  reasonable  prior notice,  for a period of two (2)
years from the date of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date and year first above written.

"ITI"                                       "AVL"
i-Track, Inc.                               AVL Information Systems Ltd.



By:                                         By:
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    Peter W. Fisher, President                    __________________, _______