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                                                                   EXHIBIT 10.34


                       Assignment and Assumption Agreement

         Assignment and Assumption Agreement dated as of the 25th day of April,
2001 between Standard Automotive Corporation, a Delaware Corporation of 401
Plaza - Route 206 North, Hillsborough, NJ 08844 ("Standard"), and Industrial
Precision Corporation, a Delaware Corporation of 280 Park Avenue, 21st Floor
West, New York, NY 10017 ("IPC").

         WHEREAS, Standard has signed Letters of Intent to purchase several
other companies, such being ADA Machine Company Inc. of Santa Clara, CA, Cross &
Associates Manufacturing, Inc. of Ottawa, Canada, Industrial Technology, Inc. of
Riviera Beach, Florida, and S.I.D.O. Ltee. Of Montreal, Canada ("Letter of
Intent Companies");

         WHEREAS, personnel of Standard and others associated with IPC have
performed due diligence investigations of certain other companies including
Alzar Industries, Inc., Alphin Aluminum Finishing, Inc. both of Ottawa, Canada,
Rich Tool and Die Co., Inc. of South Portland, Maine, Superior Electromechanical
Inc. of Long Island City, New York, and Long's Manufacturing, Inc. of Fremont,
California (the "Other Companies") (the Letter of Intent Companies and the Other
Companies collectively the "Companies") and

         WHEREAS, Standard believes it cannot acquire the Companies within the
time frame that would make such acquisitions feasible for the sellers thereof.

         NOW THEREFORE, it is hereby agreed as follows:

         1.       Assignment of Rights. Standard hereby transfers and assigns to
                  IPC (i) all its rights under the Letters of Intent and (ii)
                  all of the information it has received with respect to the
                  Letters of Intent Companies and the Other Companies. Standard
                  agrees that IPC shall hereinafter have the rights to acquire
                  the Companies and Standard will have no further rights
                  therein.

         2.       Consideration for Transfer. As consideration for the
                  assignment set forth herein:

                  (a) IPC agrees to use its reasonable best efforts to further
                  investigate and perform due diligence on the Companies and to
                  fund their acquisition,



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                  (b) Should IPC acquire any of the Companies within the date
                  two years from the date of this Agreement, upon the Closing of
                  each such acquisition, IPC shall pay Standard the sum of
                  $225,000 in cash,

                  (c) For a period of three years (3) from the date hereof IPC
                  shall give Standard a right of first refusal to manufacture
                  any of its requirements for which Standard has capability,
                  i.e. if IPC has a bona fide third party offer to manufacture
                  any requirements, Standard shall be afforded ten (10) days to
                  commit to said requirement on the same price, terms and
                  conditions, and

                  (d) Standard shall be issued five percent (5%) of the founders
                  stock of IPC. Standard shall, subject to approval of IPC's
                  underwriters, have piggy back registration rights for any
                  offering IPC conducts for a period of five (5) years from date
                  of issuance.

         3.       Assumption of Liabilities. IPC hereby assumes all the duties
                  of Standard under the letters of intent and under any
                  Confidentiality Agreements associated with any of the
                  Companies. IPC hereby indemnifies Standard against any and all
                  liabilities, including legal defense costs, which may arise
                  with respect to any of the Companies.

         4.       Subject to Board Approval of Standard. This Agreement is
                  subject to approval of the Board of Directors of Standard.

         5.       Governing Law, etc. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of New York
                  applicable to contracts made and to be performed wholly within
                  the State of New York. This Agreement is in writing and may be
                  changed, altered, amended, or terminated only by a writing
                  signed by all parties hereto. All parties hereto agree to the
                  jurisdiction of the Courts in New York City, of Federal and
                  State, to resolve any disputes hereunder. With respect to any
                  disputes hereunder the prevailing parties shall be entitled to
                  its reasonable legal fees.



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         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.



                                       Standard Automotive Corporation


                                       By:
                                           -------------------------------------


                                       Industrial Precision Corp.


                                       By:
                                           -------------------------------------
                                           William Merker, President