International Distribution Agreement

AVL Information Systems, Inc. 2323 Passingham Dr. Sarnia, Ontario Canada N7T 7H4 Web Site: www.avlinfosys.com Email: inquire@avlinfosys.com


AVL INFORMATION SYSTEMS LIMITED
INTERNATIONAL
DISTRIBUTION AGREEMENT


This agreement entered into effective this 7th day of January, 2001, between AVL INFORMATION SYSTEMS, LTD., (AVLIS), a Canadian Corporation, and "I-Track" Inc., a Nevada Corporation, operating in the country of United States of America hereinafter referred to as "Distributor".


Whereas, AVLIS possesses certain expertise and experience in Remote Hub
GPS /AVL hardware and sensors and is a producer of such products, and


Whereas, the DISTRIBUTOR desires to obtain the rights to distribute
AVLIS products and,


Whereas, AVLIS desires to establish the DISTRIBUTOR as a non-exclusive
distributor of such products,


Therefore, in consideration of the mutual covenants contained herein, it is understood and agreed as follows:


SCOPE 1.1 AVLIS agrees to manufacture and/or by other means secure and sell the
component(s) required to create or help create an AVL solution hereto and
incorporated herein. Such products are hereinafter referred to as "AVLIS
Products" or "Product(s)"


1.2 The DISTRIBUTOR shall have the non-exclusive right to market and distribute
the AVLIS Products "World - Wide. ("the Territory").


AVLIS RESPONSIBILITIES


2.1 During the entire term of this Agreement, including any renewal years, in
accordance with the specifications set forth in Addendum1 hereto, AVLIS
shall manufacture and deliver for the Distributor, AVLIS Products as
provided herein. Current prices for the AVLIS Products are listed in
Addendum 2. Such prices may be changed by AVLIS only upon sixty (60) days
prior written notice to the Distributor, but such changes shall not apply
to any valid outstanding order from the Distributor which was issued and
accepted by AVLIS prior to receipt of the notice of such changes in prices.


2.2 AVLIS Products delivered under this Agreement shall be delivered subject to
the Terms and Conditions of Purchase attached hereto as Addendum 4 and
incorporated herein. The terms and conditions of this Agreement and
Addendum 4 shall supersede the terms and conditions of any purchase order
from the Distributor or any other preprinted form of either party. In the
event of conflict, the terms and conditions of this Agreement shall take
precedence over the terms and conditions set forth in Addendum 4. The
Distributor shall place orders with AVLIS in accordance with AVLIS standard
lead times in advance of requested delivery dates. All deliveries shall be
made by AVLIS as set forth in each Distributor purchase order placed under
this Agreement. Upon request by the Distributor, AVLIS shall provide "Drop
Shipment" of the Products directly to the Distributor's customer, provided
Distributor has obtained all the correct export information and fees as
well as appropriate payment documents.


2.2.1 Payment terms shall be as follows:
- Net 30 days, payable in U.S. dollars to the AVLIS
account with the Toronto Dominion Bank, Sarnia,
Ontario, Canada.


2.3 AVLIS shall repair AVLIS Products in accordance with the warranty specified
in Addendum 4. The warranty period shall begin upon shipment of AVLIS
Products by AVLIS or the Distributor, whichever is applicable to the
customer. AVLIS shall provide an extended warranty and non-warranty repairs
at its standard published rates listed in Addendum 5. AVLIS shall give
thirty (30) days written notice prior to implementing any change in labor
rates.


If at any time during the term of this Agreement or any extension thereof,
AVLIS discontinues manufacturing and supplying all or any AVLIS Products
listed in Addendum1, Distributor shall have an opportunity to purchase a
reasonable stock of spare parts and documentation for AVLIS Products to
meet the requirements of the Distributor's customers. AVLIS will issue a
license to the Distributor for the technology, necessary to maintain and
repair the Products defined in section 2.1 of the Agreement.


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2.5 AVLIS shall inform the Distributor of any modifications, improvements or
changes in hardware or software components which can, or will, be
incorporated by AVLIS in Products.


2.6 AVLIS shall provide Distributor with accurate drawings, schematics and all
available AVLIS documentation of the Products in order for the Distributor
to provide competent repair and maintenance services to customers. Such
services may be performed by subcontractors to Distributor in the event
that AVLIS is unable or desires not to perform such services utilizing the
said AVLIS technical information solely for the limited purposes of
performing such services or procurement of parts and components in
connection with the performance of such services or other obligations of
the Distributor to its customers.


2.7 AVLIS shall provide training at AVLIS facilities for the Distributor and
subcontractors' services and sales personnel at the period beginning with
the signing of this Agreement, and for AVLIS Products or customized AVLIS
Products throughout the life of this Agreement. Subsequent to the initial
training, and at a time to be agreed upon between the parties, continuous
training to the Distributor as needed to support the installed customer
base and potential new sales customers.


2.8 For the life of this Agreement, AVLIS will support the Distributor's sales
efforts (quoting procedures and product familiarity, technical information
and system applications, customer feasibility testing and seminar support).
AVLIS sales and service personnel shall provide continuous support to the
Distributor personnel for matters relating to custom quotes, special orders
and requests, troubleshooting hardware and software and other matters
respecting the needs of customers.


2.9 AVLIS shall supply Distributor with reasonable quantities of sales aids
produced by AVLIS in connection with the Products and all technical
information necessary in AVLIS' judgment for sales purposes. All sales aids
shall be in English. Any translation thereof shall be the responsibility of
and paid for by the Distributor. It is the Distributor's responsibility to
lease a demo unit from AVLIS for the purposes of demonstration for
customers. A separate lease agreement will be entered into for the use of
said equipment.


DISTRIBUTOR RESPONSIBILITIES


3.1 Distributor shall be free to determine and later adjust the prices and
pricing arrangements within the Territory for the Products. Nevertheless,
Distributor agrees to use best efforts to offer Products for sale so as to
be competitive in terms of price, delivery, quality, and services with
similar products sold by Distributor or others in the Territory.


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3.2 During the term of this Agreement, the Distributor will use its best
efforts to promote, maintain and increase the sale of the Products in the
Territory by all usual and ethical means, including advertising and
personal solicitation of customers, demonstration of models, processing of
orders and customer complaints, and identification of Distributor as a
source of Products in business listings, trade publications, directories,
stationery and advertisements and through distribution of technical
literature, catalogues, brochures, and advertising matter issued by AVLIS.


3.3 Distributor represents and warrants that it has adequate facilities,
equipment, means of transportation, sales force, distribution capabilities
and business office and clerical staff to acquire and to promote the sale
of Products and to perform the services required by this Agreement.


3.4 Distributor shall, at all times, use its best efforts to promote the sale
of the Products covered by this Agreement through all channels of
distribution in the Territory. Distributor will use its best efforts to
sell those Products aggressively and to see that customer service is always
maintained at the highest levels.


3.5 This Agreement requires Distributor to remain a sound and financially
viable entity. To that end, Distributor hereby promises that it shall:
a) maintain and employ such working capital and net worth as may be
required for Distributor to properly and effectively carry out the
performance called for under this Agreement.
b) furnish AVLIS with financial statements annually


3.6 Distributor will keep itself and AVLIS informed of all conditions of the
market in the Territory, including competitive prices and trade statistics,
and will furnish AVLIS with reports, market conditions, and other
information relating to the Territory, including listings of existing and
prospective customers.


3.7 Distributor shall be responsible for coordination and obtaining of all
import licenses through the end user customer. Distributor is responsible
for payment of all taxes on imports (to include, sales, use, import,
duties, etc.). Distributor is also responsible for all shipping, packing
and insurance charges associated with any order.


Distributor agrees at all times to comply with all United States laws and regulations as well as International Trade Laws, as they may exist from time to time, regarding export licenses or the control or regulation of exportation or re-exportation of products or technical data sold or supplied to Distributor. Distributor also agrees to abide by the United States Foreign Corrupt Practices Act.


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RELATIONSHIP OF THE PARTIES


4.1 The parties shall act as independent contractors, and neither party shall
act as agent for, or partner of the other, nor be authorized to incur any
liability or to represent or make commitments on behalf of the other
(except as provided herein), and the employees or sales representatives of
one shall not be deemed the employees or sales representatives of the
other.


4.2 Nothing in this Agreement shall be deemed to constitute, create, give
effect to or otherwise recognize a joint venture, partnership or formal
business entity of any kind, and the rights and obligations of the parties
shall be limited to those expressly set forth herein. Neither party shall
have any liability or obligation to the other except as expressly provided
herein.


DURATION AND TERMINATION


5.1 When signed by both parties, this Agreement shall become effective on the
date first above written and continue in force and effect for four (4)
years with an automatic option to renew for an additional four (4) years
without notice. Either party hereto may terminate this Agreement by
giving sixty (60) days written notice to the other party.


5.2 Such termination shall not affect orders for the AVLIS Products placed by
the Distributor prior to termination of this Agreement, nor AVLIS'S
obligation to provide Products to support any valid order outstanding to
the Distributor's customers for AVLIS Products.


INDEMNIFICATION


6.1 Each party shall defend, save the other harmless from and against and shall
indemnify the other for any liability, loss, costs, expense ...