Exhibit 10.10 to Viper Powersports, Inc. Form 10-SB12G/Amendment 1






Exhibit 10.10 


PLACEMENT AGENT AGREEMENT WITH BATHGATE CAPITAL PARTNERS LLC


June 13, 2005 



Board of Directors

Viper Powersports Inc.

1500 Rand Tower

527 Marquette Avenue

Minneapolis, MN 55402 



Gentlemen: 



        Bathgate Capital Partners LLC
(the “Placement Agent”), hereby confirms its agreement with you (the “Company”) as follows: 



SECTION 1

Description of Securities  



        The Company proposes to offer
and sell to qualified investors shares (“Shares”) of the Company’s common stock on terms as set forth herein. As
used in this Agreement, the term “Memorandum” refers to a Private Placement Memorandum dated June 13, 2005. 



SECTION 2

Representations and Warranties of the Company  



        In order to induce the
Placement Agent to enter into this Agreement, the Company represents and warrants to and agrees with the Placement Agent as
follows: 



        2.01.       Private
Placement Memorandum.   The Memorandum with respect to the Shares and all exhibits thereto, copies of which
have heretofore been delivered by the Company to the Placement Agent, has been carefully prepared by the Company in conformity
with Regulation D (“Regulation D”) promulgated pursuant to the Securities Act of 1933, as amended (the “Act”),
and with comparable provisions of the securities laws of such states as may be reasonably requested by the Placement Agent. The
Memorandum does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,
however, the Company does not make any representations or warranties as to information contained in or omitted from the Memorandum
in reliance upon written information furnished on behalf of the Placement Agent specifically for use therein. Any additional
written information authorized by the Company to be provided to prospective purchasers shall not contain any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading.  



        2.02.       Financial
Statements.   Randy Simpson CPA, P.C., who has audited and/or reviewed the financial statements in the
Memorandum, is an independent certified public accountant. The financial statements of the Company, together with related
Schedules and Notes as set forth in the Memorandum, present fairly the financial position and the results of operations of the
Company at the represented dates and for the represented periods to which they apply; such financial statements have been prepared
in  
















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accordance with generally accepted accounting principles which have been
consistently applied throughout the periods concerned except as otherwise stated therein. 



        2.03.       No
Material Adverse Change.   Except as may be reflected in or contemplated by the Memorandum, subsequent to the
dates as of which information is given in the Memorandum, and prior to the Closing Date (as defined hereinafter), (i) there shall
not be any material adverse change in the business, properties, options to lease, leases, financial condition, management, or
otherwise of the Company or in the Company’s business taken as a whole, (ii) there shall not have been any material
transaction entered into by the Company other than transactions in the ordinary course of business; (iii) the Company shall not
have incurred any material obligations, contingent or otherwise, which are not disclosed in the Memorandum; (iv) there shall not
have been nor will there be any change in the capital stock or adverse change in the short-term or long-term debt (except current
payments) of the Company; and (v) the Company has not and will not have paid or declared any dividends or other distributions.
 



        2.04.       No
Defaults.   The Company is not in default in the performance of any obligation, agreement or condition
contained in any debenture, note or other evidence of indebtedness or any indenture or loan agreement of the Company, other than
as set forth in the Memorandum. The execution and delivery of this Agreement and the consummation of the transactions herein
contemplated, and compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, the articles of incorporation or bylaws of the Company, or any note,
indenture, mortgage, deed of trust, or other agreement or instrument to which the Company is a party or by which it or any of its
property is bound, or any existing law, order, rule, regulation, writ, injunction, or decree or any government, governmental
instrumentality, agency or body, arbitrator, tribunal or court, domestic or foreign, having jurisdiction over the Company or its
property. The consent, approval, authorization, or order of any court or governmental instrumentality, agency or body is not
required for the consummation of the transactions herein contemplated except such as may be required under the Act or under the
securities laws of any state or jurisdiction.  



        2.05.       Organization
and Standing.   The Company is, and at the Closing Date will be, duly organized and validly existing in good
standing as a corporation under the laws of its state of incorporation and with full power and authority to own its property and
conduct its business, present and proposed, as described in the Memorandum; the Company has full power and authority to enter into
this Agreement and to issue the securities comprising the Shares, and the Company is duly qualified and in good standing as a
foreign corporation in all jurisdictions in which the character of the property owned or leased or the nature of the business
transacted by it makes such qualification necessary. The Company has paid all fees required by the jurisdiction of organization
and any jurisdiction in which it is qualified as a foreign corporation.  



        2.06.       Capitalization.   Prior
to the Closing Date, the capitalization of the Company shall be as described in the Memorandum.  



        2.07.       Legality
of Shares.   The Shares have been duly and validly authorized and, when issued or sold and delivered against
payment therefor as provided in this Agreement, will be validly issued, fully paid and nonassessable. The securities comprising
the Shares will conform in all material respects to all statements with regard thereto in the Memorandum. A sufficient number of
shares of Common Stock of the Company has been reserved for issuance upon exercise of the Placement Agent’s Warrants. 


















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        2.08.       Prior
Sales.   No securities of the Company have been sold by the Company or by, or on behalf of, or for the benefit
of, any person or persons controlling, controlled by, or under common control with the Company at any time prior to the date
hereof, except as set out in the Memorandum. No prior securities sales by the Company or any affiliate are required to be
integrated with the proposed sale of the Shares such that the availability of Regulation D or any other claimed exemption from the
registration requirements of the Act would be made unavailable to the offer and sale of the Shares.  



        2.09.       Litigation.   There
is and at the Closing Date there will be no action, suit or proceeding before any court or governmental agency, authority or body
pending or to the knowledge of the Company threatened which might result in judgments against the Company, or its officers,
directors, employees or agents which the Company is obligated to indemnify, not adequately covered by insurance and which
collectively might result in any material adverse change in the condition (financial or otherwise), the business or the prospects
of the Company or would materially affect the properties or assets of the Company.  



        2.10.       Finder.   No
person has acted as a finder in connection with the transactions contemplated herein, and the Company will indemnify the Placement
Agent with respect to any claim for finder’s fees in connection herewith. The Company further represents that it has no
management or financial consulting or advisory agreement with anyone except as set forth in the Memorandum. The Company
additionally represents that no officer, director, or 5% or greater shareholder of the Company is, directly or indirectly,
associated with a National Association of Securities Dealers, Inc. member broker-dealer, other than such persons as the Company
has advised the Placement Agent in writing are so associated.  



        2.11.       Contracts.   Each
contract to which the Company is a party and to which reference is made in the Memorandum has been duly and validly executed, is
in full force and effect in all material respects in accordance with their respective terms, and none of such contracts has been
assigned by the Company; and the Company knows of no present situation or condition or fact which would prevent compliance with
the terms of such contracts, as amended to date. Except for amendments or modifications of such contracts in the ordinary course
of business, the Company has no intention of exercising any right which it may have to cancel any of its obligations under any of
such contracts, and has no knowledge that any other party to any of such contracts has any intention not to render full
performance under such contracts.  



        2.12.       Tax
Returns.   The Company has filed all federal, state and municipal tax returns which are required to be filed,
and has paid all taxes shown on such returns and on all assessments received by it to the extent such taxes have become due. All
other taxes with respect to which the Company is obligated have been paid or adequate accruals have been set up to cover any such
unpaid taxes, including all federal and state withholding and FICA payments.  



        2.13.       Property.   Except
as otherwise set forth in the Memorandum, the Company has good title, free and clear of all liens, encumbrances and defects,
except liens for current taxes not due and payable, to all property and assets which are described in the Memorandum as being
owned by the Company, subject only to such exceptions as are not material and do not adversely affect the present or prospective
business of the Company. All of the claims, options to lease, leases and subleases material to the business of the Company under
which the Company holds or uses any real or personal property, including those described or referred to in the Memorandum, are in
full force and effect, and the Company is not in default in respect of any of the terms or provisions of any such claims, options
to lease, leases or subleases, and no claim of any sort has been asserted by anyone adverse to the Company’s  

















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rights under any such claims, options to lease, leases or subleases or
affecting or questioning the Company’s rights to the continued possession of the claimed, optioned, leased or subleased
property covered by such claim, options to lease, lease or sublease. 



        2.14.       Authority.   The
execution and delivery by the Company of this Agreement has been duly authorized, and this Agreement is the valid, binding and
legally enforceable obligation of the Company.  



        2.15.       Use
of Proceeds.   The Company will apply the proceeds from the sale of the Shares to the purposes set forth in the
Memorandum. The Company will also establish procedures to ensure proper application and stewardship of such proceeds.  



        2.16.       No
Limitations on Payment of Dividends.   Except as otherwise set forth in the Memorandum, there are no
limitations, either contractual or otherwise, nor will the Company enter into any agreement with any other party, which prevents
or limits the Company’s ability to declare or pay dividends on its Common Stock.  



SECTION 3

Issue, Sale and Delivery of the Shares 




        3.01.       Placement
Agent Appointment.   The Company hereby appoints the Placement Agent as its exclusive agent until July 31,
2005, which period may be extended for additional periods by mutual consent of the Company and the Placement Agent (the
“Sales Termination Date”), to solicit purchasers for 1,000,000 Shares on a “best efforts, all-or-none” basis
and to solicit purchasers for an additional 925,000 Shares on a “best efforts” basis; and the Placement Agent, on the
basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, accepts
such appointment and agrees to use its best efforts to find purchasers for the Shares at the price of $3.90 per Share, provided
that the Company reserves the right to reject in good faith any prospective investor (“Investor”) and no commission
shall be payable to the Placement Agent in respect of any proposed sale to any rejected Investor. No other person will be or has
been authorized to solicit purchasers for the Shares, except those persons selected by the Placement Agent. Each Investor must
subscribe for at least 6500 Shares ($25,350), and must certify to the Company that such investor is an “Accredited
Investor” as defined in Rule 501(a) of Regulation D. Notwithstanding the above, the Company and the Placement Agent may
mutually agree to accept a subscription for fewer than 6,500 Shares.  



        3.02.       Escrow
Account.   It is hereby agreed between the Company and the Placement Agent that unless l,000,000 Shares
(“Escrow Shares”) are sold and paid for by Investors by July 31, 2005, which period may be extended for additional
periods to August 31, 2005 (the “Escrow Date’), by mutual consent of the Company and the Placement Agent, this
Agreement shall automatically be terminated and the entire proceeds received from the sale of the Shares shall be returned to the
Investors, without deduction therefrom or interest thereon. If the Escrow Shares are sold by the Escrow Date, the Company and the
Placement Agent may continue the offering until all of the Shares are sold or until they agree to terminate the offering. The
proceeds from the sale of at least the first 1,000,000 ($3,900,000) Shares shall be promptly deposited in an escrow account
(“Escrow Account”) entitled “Viper Powersports Inc. Escrow Account” with AMG Guaranty Trust, N.A. (the
“Escrow Agent”). The agreement establishing the Escrow Account (“Escrow Agreement”) shall be in form and
content satisfactory to counsel for the Placement Agent and the Company. The proceeds from any sale of Shares after the First
Closing (hereinafter defined) may continue to be deposited to the Escrow Account. If the Escrow Account is not  

















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used for such purpose, the Company promptly shall pay the commission provided
in Section 3.05 and the non-accountable expense allowance as provided in Section 3.07 to the Placement Agent. 



        3.03.       Subscription
Agreement.   Each Investor desiring to purchase Shares will be required to complete and execute a Subscription
Agreement and, if applicable, other offering documents. The Placement Agent shall have the right to review such documents for each
Investor and to reject the tender of any Investor that it deems not acceptable. All documents concerning any Investor the
Placement Agent has not rejected will be promptly forwarded to the Company at the address set forth below. The Company, upon
receipt of the documents, will determine within three (3) business days whether it wishes to accept the Investor. Payment for the
Shares subscribed for in the Subscription Agreements that have been accepted by the Company is to be delivered to the Company on
the Closing Date (as hereinafter defined).  



        3.04.       Subscription
Acceptance.   The acceptance of subscriptions for Shares tendered by Investors will be conditional upon (i) the
tendering of Subscriptions for at least 1,000,000 Shares (“Minimum Subscriptions”) by the Sales Termination Date, and
(ii) the receipt, on the Closing Date, of the net proceeds from subscribers for the Minimum Subscriptions (“Minimum
Payments”) less commissions and non-accountable expense allowances due the Placement Agent as provided hereinafter. If
subscriptions are received for more than 1,925,000 Shares, the Company may accept one subscription over another and/or allocate
available Shares among subscribers as it deems appropriate.  



        3.05.       Compensation
of Placement Agent.   In consideration for the Placement Agent’s execution of this Agreement, and for the
performance of its obligations hereunder, the Company agrees to pay the Placement Agent a commission of ten percent (10%) of the
gross proceeds received from the sale of the Shares; provided, in the event Minimum Subscriptions are not received or Minimum
Payments are not made and the offering is terminated, the Placement Agent shall not receive any commission. Any commissions
payable to the Placement Agent under this paragraph shall be payable on the Closing Date or as otherwise provided herein. 




        3.06.       Payment.   Payment
for Shares sold shall be made by the Escrow Agent to the Company at such place as may be agreed on among the Company and the
Placement Agent, at such a time and on such a date, as shall be fixed by agreement between the parties, which in no case shall be
later than eight (8) days after the Sales Termination Date. The delivery of the Shares against payment therefore is defined as the
“Closing” and the time and date thereof are defined as the “Closing Date.” The first Closing Date will be held
when the Minimum Payments are received (“First Closing”). It is anticipated that there may be additional Closings as
additional funds are received, and the final Closing will be referred to as the “Final Closing.” The Final Closing could
also be the First Closing in the event that no Shares are sold after the First Closing. As soon as practicable after each Closing
Date, the Company shall deliver by mail to each Investor a certificate for the securities underlying the Shares that have been
purchased and which contains a legend conforming to the requirements of Rule 502(d)(3) under the Act.  



        3.07.       Non-Accountable
Expense Allowance.   The Placement Agent shall receive a non-accountable expense allowance equal to 3% of the gross
proceeds payable at each Closing.  



        3.08.       Future
Corporate Financing Transactions.   The Company grants to the Placement Agent right of first refusal for a
period of four (4) months after the First Closing to act as managing underwriter for any public offerings or placement agent for
any private offerings of its securities contemplated by the Company or any of its subsidiaries. The right shall continue in effect
during the entire four (4) month  


















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period despite the exercise of the right or the refusal to exercise the right
during the period. The Placement Agent shall have thirty (30) days within which to determine whether to exercise the right.




        In addition, if the Placement
Agent determines not to exercise the right, upon the request of the Placement Agent, the Company agrees that the Placement Agent
will be designated as a co-manager of any public offering of its securities and will receive at least 20% of the management fee
for acting in such capacity. The Placement Agent may waive this right of first refusal upon the payment by the Company to the
Placement Agent of a fee equal to 0.75% of the gross proceeds of the proposed public offering. 



        3.09.       Obligations
of Placement Agent.   The Company agrees that the obligations of the Placement Agent under this Agreement: (i)
shall not preclude the Placement Agent from contemporaneously participating in the offering or underwriting of securities of other
issuers; (ii) shall not impose any obligation on the Placement Agent to require its registered representatives to offer or to sell
the Shares, (iii) shall require the Placement Agent to make an effort to find purchasers for the Shares only to the extent the
Placement Agent is motivated to do so by the compensation and other provisions of this Agreement, (iv) shall not otherwise limit
or prevent the Placement Agent from carrying on its customary business as a securities broker-dealer, and (v) shall not require
the Placement Agent to engage in any conduct which violates any law or industry standard of conduct applicable to the Placement
Agent.  



        3.10.       Representations
and Warranties.   The parties hereto each represent that as of each Closing Date the representations and
warranties herein contained and the statements contained in all the certificates heretofore or simultaneously delivered by any
party to another, pursuant to this Agreement, shall in all material respects be true and correct.  



        3.11.       Form
D.   The Placement Agent agrees that it will timely supply the Company from time to time with all information
required from the Placement Agent for the completion of Form D to be filed with the Securities and Exchange Commission and such
additional information as the Company may reasonably request to be supplied to the securities authorities of such states in which
the Shares have been qualified for sale or are exempt from qualification or registration. A copy of all such filings shall be
delivered to the Placement Agent and counsel for the Placement Agent promptly prior to their being filed.  



SECTION 4

Offering of the Shares on Behalf of the Company 



        4.01.       Agent.   In
offering the Shares for sale, the Placement Agent shall offer the Shares solely as an agent for the Company, and such offer shall
be made upon the terms and subject to the conditions set forth herein and in the Memorandum. The Placement Agent shall commence
making such offers as an agent for the Company as soon after the date of the Memorandum (the “Offering Date”) as it in
its sole discretion may deem advisable; provided, however, that if the Placement Agent does not commence such offering within ten
(10) business days after the Offering Date, it shall promptly advise the Company.  



        4.02.       Selected
Dealers.   The Placement Agent may offer and sell the Shares for the account of the Company through registered
broker-dealers selected by it (“Selected Dealers”) and pursuant to a form of Selected Dealer Agreement between the
Placement Agent and the Selected Dealers, pursuant to which the Placement Agent may allow such concession (out of its commissions)
as it may determine. Such Agreement shall provide that the Selected Dealers are acting as agents of the Company. On such sale or
allotment by the Placement Agent of any of the Shares to Selected Dealers, the Placement Agent shall  













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require the Selected Dealer selling any such Shares to agree to offer and
sell the same on the terms and conditions of offering set forth in the Memorandum and in this Agreement. 



SECTION 5

Memorandum  



        5.01.       Delivery
and Form of Memorandum.   The Company will procure, at its expense, as many copies of the Memorandum as the
Placement Agent may reasonably require for the purposes contemplated by this Agreement and shall deliver said copies of the
Memorandum within two (2) business days after execution of this Agreement at addresses, and in the quantity at each address, as
specified by the Placement Agent. Each Memorandum shall be of a size and format as determined by the Placement Agent and shall be
suitable for mailing and other distribution.  



        5.02.       Amendment
of Memorandum.   If during the offering any event occurs or any event known to the Company relating to or
affecting the Company shal1 occur as a result of which the Memorandum as then amended or supplemented would include an untrue
statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or if it is necessary at any time after the Offering Date to amend or
supplement the Memorandum to comply with the Act, the Company will immediately notify the Placement Agent thereof and the Company
will prepare such further amendment to the Memorandum or supplemental or amended Memorandum or Memoranda as may be required and
furnish and deliver to the Placement Agent, all at the cost of the Company, a reasonable number of copies of the supplemental or
amended Memorandum which as so amended or supplemented will not contain any untrue statement of a material fact or omit to state
any material fact necessary in order to make the Memorandum not misleading in the light of the circumstances existing at the time
it is delivered.  



        5.03.       Use
of Memorandum.   The Company authorizes the Placement Agent and the Selected Dealers, if any, in connection
with the offer and sale of the Shares and all dealers to whom any of the Shares may be sold by the Placement Agent or by any
Selected Dealer, to use the Memorandum as from time to time amended or supplemented, in connection with the offering and sale of
the Shares and in accordance with the provisions of the Act, the Rules and Regulations thereunder and applicable state securities
laws.  



SECTION 6

Covenants of the Company  




        The Company covenants and
agrees with the Placement Agent that: 



        6.01.       Notification
of Changes.   After the date hereof, the Company will not at any time, whether before or after the date of the
Memorandum, make any amendment or supplement to the Memorandum of which amendment or supplement the Placement Agent shall not have
previously been advised and a copy of which shall not have previously been furnished to the Placement Agent a reasonable time
period prior to the proposed date of such amendment or supplement, or which the Placement Agent or counsel for the Placement Agent
shall have reasonably objected to in writing solely on the grounds that it is not in compliance with the Act or the Rules and
Regulations or with other federal or state laws.  















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        6.02.       Proceeding.   The
Company wild promptly advise the Placement Agent, and will confirm such advice in writing, upon the happening of any event which,
in the judgment of the Company, makes any material statement in the Memorandum untrue or which requires the making of any changes
in the Memorandum in order to make the statements therein not misleading, and upon the refusal of any state securities
administrator or similar official to qualify, or the suspension of the qualification of the Shares for offering or sale in any
jurisdiction where the Shares are not exempt from qualification or registration, or of the institution of any proceedings for the
suspension of any exemption or for any other purposes. The Company will use every reasonable effort to prevent any such refusal to
qualify or any such suspension and to obtain as soon as possible the lifting of any such order, the reversal of any such refusal,
and the termination of any such suspension.  



        6.03.       Blue
Sky Filings.   As a condition of closing, the Company will take whatever action is necessary in connection with
filing or maintaining any appropriate exemption from qualification or registration under the applicable laws of such states as may
be selected by the Placement Agent and agreed to by the Company, and continue such qualifications and exemptions in effect so long
as required for the purposes of the offer and sale of the Shares.  



        6.04.       Agreement
to Provide Information.   The Company, at its own expense, will prepare and give and will continue to give such
financial statements and other information to and as may be required by the Commission or the governmental authorities of states
in which the Shares may be registered, qualified or exempt from qualification or registration.  



        6.05.       Costs
of Offering.   The Company will pay, whether or not the transactions contemplated hereunder are consummated or
this Agreement is terminated, all costs and expenses incident to the performance of its obligations under this Agreement,
including all expenses incident to the authorization and issuance of the Shares, any taxes incident to the initial sale of the
Shares hereunder, the fees and expenses of the Company’s counsel and accountants, the costs and expenses incident to the
preparation and printing of the Memorandum and any amendments or supplements thereto, the cost of preparing and printing all
exhibits to the Memorandum, the cost of furnishing to the Placement Agent copies of the Memorandum as herein provided, and the
cost of any filing with the Commission or pursuant to state securities laws, including all filing fees.  



        6.06.       Use
of Proceeds.   The Company will apply the proceeds from the sale of the Shares to the purposes set forth in the
Memorandum.  



        6.07.       Due
Diligence.   Prior to the First Closing, the Company will cooperate with the Placement Agent in such
investigation as the Placement Agent may make or cause to be made of the properties, business, management and operations of the
Company in connection with the offering of the Shares, and the Company will make available to the Placement Agent in connection
therewith such information in its possession as the Placement Agent may reasonably request.  



        6.08.       Documentation.   Prior
to the First Closing, the Company will deliver to the Placement Agent true and correct copies of the articles and bylaws of the
Company and of the minutes of all meetings of the directors and shareholders of the Company held since inception; true and correct
copies of all material contracts to which the Company is a party; and such other documents and information as is reasonably
requested by the Placement Agent. To the extent such documents had previously been provided, only amendments or updates need be
furnished.  













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        6.09.       Management
Cooperation.   The Company shall provide the Placement Agent, at any time, an opportunity to meet with and
question management of the Company and authorize management of the Company to speak at such meetings as the Placement Agent
reasonably requests.  



        6.10.       Information
to Investors.   The Company shall make available to each Investor at a reasonable time prior to his purchase of
the Shares the opportunity to ask questions and receive answers concerning the terms and conditions of the offering, and to obtain
any additional information that the Company has or that it can acquire without unreasonable effort or expense that is necessary to
verify the accuracy of information furnished to the Investors.  



        6.11.       Periodic
Reports.   The Company will provide to the Placement Agent for not less than three (3) years following the
Final Closing, quarterly and annual financial statements, copies of all correspondence to shareholders and copies of all press
releases or news items concerning the Company.  



        6.12.       Compliance
with Conditions Precedent.   The Company will use all reasonable efforts to comply or cause to be complied with
the conditions precedent to the several obligations of the Placement Agent specified in this Agreement.  



        6.13.       Reports.   The
Company agrees to file with the Commission, and states where required, all reports on Form D in accordance with the provisions of
Regulation D promulgated under the Act and to promptly provide copies of such reports to the Placement Agent and its counsel.
 



SECTION 7

Indemnification  



        7.01.       Indemnification
by Company.   The Company agrees to indemnify, defend and hold harmless the Placement Agent, its agents,
managers, members, representatives, guarantors, sureties and each person who controls the Placement Agent within the meaning of
either Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 (“Indemnified Persons”) from and
against any and all losses, claims, damages, liabilities or expenses, joint or several, (including reasonable legal or other
expenses incurred by each such person in connection with defending or investigating any such claims or liabilities, whether or not
resulting in any liability to such Indemnified Persons) which they or any of them may incur under the Act, or any state securities
law and the Rules and Regulations or the rules and regulations under any state securities laws or any other statute or at common
law or otherwise and to reimburse such Indemnified Persons for any legal or other expense (including the cost of any investigation
and preparation) incurred by any of them in connection with any litigation, whether or not resulting in any liability, but only
insofar as such losses, claims, damages, liabilities and expenses arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Memorandum or any amendment or supplement thereto or any authorized sales
literature or any application or other document filed with the Commission or in any state or other jurisdiction in order to
qualify the Shares under the securities laws thereof, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not misleading, all as of the date of the Memorandum or
such amendment or supplement, as the case may be, or any untrue statement or alleged untrue statement of a material fact contained
in the Memorandum (as amended or supplemented) or other document, or the failure to comply with the security registration
requirement of the Act or any applicable state law; provided, however, that the indemnity agreement contained in this Section 7.01
shall not apply to amounts paid in settlement of any such litigation if such settlements are effected without the consent of the
Company, nor shall it apply to any Indemnified Persons in respect of  














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any such losses, claims, damages, liabilities or actions arising out of or
based upon any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or
omission was made in reliance upon information furnished in writing to the Company by such Indemnified Persons specifically for
use in connection with the preparation of the Memorandum or any such amendment or supplement thereto. This indemnity agreement is
in addition to any other liability that the Company may otherwise have to the Indemnified Persons. 



        7.02.       Notification
to Company.   The Indemnified Persons agree to notify the Company promptly of the commencement of any
litigation or proceeding against the Indemnified Persons, of which it may be advised, in connection with the offer and sale of any
of the Shares of the Company, and to furnish to the Company at its request copies of all pleadings therein and permit the Company
to be an observer therein and apprise it of all the developments therein. In case of commencement of any action in which indemnity
may be sought from the Company on account of the indemnity agreement contained in Section 7.01, the Indemnified Persons within ten
(10) days after the receipt of written notice of the commencement of any action against the Indemnified Persons shall notify the
Company in writing of the commencement thereof. The failure to notify the indemnifying party shall not relieve it of any liability
that it may have to an Indemnified Party, except to the extent that the indemnifying party did not otherwise have knowledge of the
commencement of the action and the indemnifying party’s ability to defend against the action was prejudiced by such failure.
Such failure shall not relieve the indemnifying party from any other liability that it may have to the Indemnified Party. In case
any such action shall be brought against the Indemnified Persons of which the Indemnified Persons shall have notified the Company
of the commencement thereof, the Company shall be entitled to participate in (and to the extent that it shall wish, to direct) the
defense thereto at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably
satisfactory to the Indemnified Persons in such litigation. After notice that the Company elects to direct the defense, the
Company will not be liable for any legal or other expenses incurred by the Indemnified Persons without the prior written consent
of the Company. The Company shall not be liable for amounts paid in settlement of any litigation if such settlement was effected
without its consent.  



        7.03.       Indemnification
by Placement Agent.   The Placement Agent agrees to indemnify and hold harmless the Company, its agents,
officers, directors, representatives, guarantors, sureties and each person who controls the Company within the meaning of either
Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934 from and against any and all losses, claims, damages,
liabilities or expenses, joint or several, (including reasonable legal or other expenses incurred by each such person in
connection with defending or investigating any such claims or liabilities, whether or not resulting in any liability to such
person) which they or any of them may incur under the Act, or any state securities law and the Rules and Regulations or the rules
and regulations under any state securities laws or any other statute or at common law or otherwise and to reimburse persons
indemnified as above for any legal or other expense (including the cost of any investigation and preparation) incurred by any of
them in connection with any litigation, whether or not resulting in any liability, but only insofar as such losses, claims,
damages, liabilities and litigation arise out of or are based upon any statement in or omission from the Memorandum or any
amendment or supplement thereto, or any application or other document filed with the Commission or in any state or other
jurisdiction in order to qualify the Shares under the securities laws thereof, or any information furnished pursuant to Section
3.10 hereof, if such statements or omissions were made in reliance upon information furnished in writing to the Company by the
Placement Agent or on its behalf specifically for use in connection with the preparation of the Memorandum or amendment or
supplement thereto or application or document filed. This indemnity  














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agreement is in addition to any other liability which the Placement Agent may
otherwise have to the Company and other indemnified persons. 



        7.04.       Notification
to Placement Agent.   The Company and other Indemnified Persons agree to notify the Placement Agent promptly of
commencement of any litigation or proceedings against the Placement Agent or other Indemnified Persons, in connection with the
offer and sale of any of the Shares and to furnish to the Placement Agent, at its request, copies of all pleadings therein and
permit the Placement Agent to be an observer therein and apprise the Placement Agent of all developments therein, all at the
Company’s expense. In case of commencement of any action in which indemnity may be sought from the Placement Agent on account
of the indemnity agreement contained in Section 7.03, the Company or other Indemnified Persons shall notify the Placement Agent of
the commencement thereof in writing within ten (10) days after the receipt of written notice of the commencement of any action
against the Company or against any other person indemnified, shall notify the Placement Agent in writing of such notification. The
failure to notify the indemnifying party shall not relieve it of any liability that it may have to an Indemnified Party, except to
the extent that the indemnifying party did not otherwise have knowledge of the commencement of the action and the indemnifying
party’s ability to defend against the action was prejudiced by such failure. Such failure shall not relieve the indemnifying
party from any other liability that it may have to the Indemnified Party. In case any such action shall be brought against the
Company or any other person indemnified of which the Company shall have notified the Placement Agent of the commencement thereof,
the Placement Agent shall be entitled to participate in (and to the extent that it shall wish, to direct) the defense thereto at
its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Company
or other persons indemnified in such litigation. After notice that the Placement Agent elects to direct the defense, the Placement
Agent will not be liable for any legal or other expenses incurred by the indemnified party without the prior written consent of
the Placement Agent. The Placement Agent shall not be liable for amounts paid in settlement of any litigation if such settlement
was effected without its consent.  



        7.05.       Indemnification
of Selected Dealers.   The Company agrees to indemnify Selected Dealers, if any, and its agents, officers,
directors, representatives, guarantors and sureties on substantially the same terms and conditions as it indemnifies the Placement
Agent and Indemnified Persons pursuant to Section 7.01 provided that each such Selected Dealer agrees in writing with the
Placement Agent to indemnify the Company and its agents, officers, directors, representatives, guarantors and sureties on
substantially the same terms and conditions as the Placement Agent indemnifies the Company in Section 7.03. The Company hereby
authorizes the Placement Agent to enter into agreements with Selected Dealers providing for such indemnity by the Company. 




        7.06.       Contribution.   If
the indemnification provided for in Sections 7.01, 7.03 and 7.05 is unavailable to an indemnified party in respect of any losses,
claims, damages or liabilities referred to therein, then each indemnifying party under either such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities: (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and by the Placement Agent or Selected Dealer on the other from the offering and sale of
the Shares, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company
on the one hand and of the Placement Agent or Selected Dealer on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other relevant  














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equitable considerations. The relative benefits received by the Company on
the one hand and the Placement Agent or Selected Dealer on the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the Company bears to the total commissions received by the
Placement Agent or Selected Dealer, as in each case set forth in the Memorandum. The relative fault of the Company and of the
Placement Agent or Selected Dealer shall be determined by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates to information supplied by the Company or by the
Placement Agent or Selected Dealer and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 



        The Company and the Placement
Agent agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and
liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any
such action or claim. Notwithstanding the provisions of this Section 7, the Placement Agent shall not be required to contribute
any amount in excess of the amount by which the total price at which the Shares sold by it and distributed exceeds the amount of
any damages which such Placement Agent otherwise has been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation. 



        7.07.       Limitation
of Legal Expenses.   Notwithstanding anything herein to the contrary, the indemnification for legal expenses
included in Sections 7.01, 7.03 And 7.05 shall be limited to the legal expenses of one law firm, except in the event of a bona
fide conflict of interest, in which event such legal expenses shall be limited to the legal expenses of two law firms. 




SECTION 8

Effectiveness of Agreement  



        8.01.       This
Agreement shall become effective upon execution by all parties hereto.  



SECTION 9

Conditions of the Placement Agent’s Obligations  


        The Placement Agent’s
obligations to act as agent of the Company hereunder shall be subject to the accuracy of the representations and warranties on the
part of the Company herein contained, to the performance by the Company of all its agreements herein contained, to the fulfillment
of or compliance by the Company with all covenants and conditions hereof, and to the following additional conditions: 



        9.01.       No
Material Changes.   Except as contemplated herein or as set forth in the Memorandum, during the period
subsequent to the date of the last balance sheet included in the Memorandum the Company: (a) shall have conducted its business in
the usual and ordinary manner as the same was being conducted on the date of the last balance sheet included in the Memorandum,
and (b) except in the ordinary course of its business, the Company shall not have incurred any material liabilities, claims or
obligations (direct or contingent) or disposed of any material portion of its assets, or entered  

















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into any material transaction or suffered or experienced any materially
adverse change in its condition, financial or otherwise. The capitalization and short term debt of the Company shall be
substantially the same as at the date of the latest balance sheet included in the Memorandum, without considering the proceeds
from the sale of the Shares, other than as may be set forth in the Memorandum, and except as the financial statements of the
Company reflect the result of continued losses from operations consistent with prior periods. 



        9.02.       Authorization.   The
authorization for the issuance of the securities comprising the Shares and the use of the Memorandum and all corporate proceedings
and other legal matters incident thereto and to this Agreement shall be reasonably satisfactory in all respects to counsel to the
Placement Agent.  



        9.03.       Opinion.   The
Company shall have furnished to the Placement Agent the opinion, dated each Closing Date and addressed to the Placement Agent,
from counsel to the Company, to the effect that based upon a review by them of the Memorandum, the Company’s certificate of
incorporation, bylaws, and relevant corporate proceedings and contracts, and examination of such statutes they deem necessary and
such other investigation by such counsel as they deem necessary to express such opinion:  



	  	        (a)       The
Company has been duly incorporated and validly exists as a corporation in good standing under the laws of the State of Nevada and
has the corporate power and authority to own its properties and to carry on its business as described in the Memorandum. 







	  	        (b)       The
Company is duly qualified and in good standing as a foreign corporation authorized to do business in all jurisdictions in which
the character of the properties owned or held under lease or the nature of the business conducted requires such qualification and
in which the failure to qualify would have a materially adverse effect on the business of the Company. 







	  	        (c)       On
the basis of a review of the contents of the Memorandum and related matters, and based upon the advice of the Company, but without
independent verification by such counsel of the accuracy, completeness or fairness of the statements contained in the Memorandum
thereto, and without expressing any opinion as to the financial statements or other financial data contained therein: (i) nothing
has come to such counsel’s attention which leads them to believe that the Memorandum, as amended or supplemented by any
amendments or supplements thereto made by the Company prior to completion of the Offering, do not comply as to form in all
material respects with the requirements of applicable laws; (ii) nothing has come to their attention which leads them to believe
that the Memorandum, as amended or supplemented by any such amendments or supplements thereto, contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not
misleading; (iii) they do not know of any contract or other document required to be described in or filed as an exhibit to the
Memorandum which is not so described or filed; and (iv) to the best of their knowledge, no order suspending the Offering has been
issued and no proceedings for that purpose have been instituted or are pending or contemplated by any applicable regulatory
authority. 







	  	        (d)       The
authorized and outstanding capital stock of the Company is as set forth in the Memorandum; the Shares, Common Stock, and Placement
Agent’s Warrants conform in all material respects to the statements concerning them in the Memorandum; the outstanding common
stock of the Company contains no preemptive rights; the Shares, Common Stock, Warrants and Placement Agent’s Warrants have
been, and the shares of Common Stock issuable 






















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	  	upon exercise of the Warrants and Placement Agent’s Warrants,
will be, duly and validly authorized and, upon issuance thereof and payment therefore in accordance with this Agreement, validly
issued, fully paid and nonassessable, and will not be subject to the preemptive rights of any shareholder of the Company.







	  	        (e)       The
Placement Agent’s Warrants have been duly and validly authorized and, when accepted and delivered by the Company, are valid
and binding obligations of the Company, enforceable in accordance with their respective terms. 







	  	        (f)       A
sufficient number of shares of Common Stock have been duly reserved for issuance upon the exercise of the Placement Agent’s
Warrants. 







	  	        (g)       The
issuance and sale of the Shares and the Placement Agent’s Warrants, the consummation of the transactions herein contemplated,
and the compliance with the terms of this Agreement will not conflict with or result in a breach of any of the terms, conditions,
or provisions of or constitute a default under the certificate of incorporation or bylaws of the Company; nor, to their knowledge,
will they conflict with or result in a breach of any of the terms, conditions, or provisions of any note, indenture, mortgage,
deed of trust, or other agreement or instrument to which the Company is a party or by which the Company or any of its property is
bound; or any existing law (provided this paragraph shall not relate to federal or state securities laws), order, rule,
regulation, writ, injunction, or decree known to such counsel of any government, governmental instrumentality, agency, body,
arbitration tribunal, or court, domestic or foreign, having jurisdiction over the Company or its property. 







	  	        (h)       This
Agreement has been duly authorized and executed by the Company and is a valid and binding agreement of the Company. 







        As to all factual matters,
including without limitation the issuance of stock certificates and receipt of payment therefor, the states in which the Company
transacts business and the adoption of resolutions reflected by the Company’s minute book, such counsel may rely on the
certificate of an appropriate officer of the Company. Counsel’s opinion as to the validity and enforceability of any and all
contracts and agreements referenced herein may exclude any opinion as to the validity or enforceability of any indemnification or
contribution provisions thereof, or as the validity or enforceability of any such contract or agreement may be limited by
bankruptcy or other laws relating to or affecting creditors’ rights generally and by equitable principles. 



        9.04.       Officers’
Certificate.   The Company shall furnish to the Placement Agent a certificate signed by the President and Chief
Financial Officer of the Company, dated as of each Closing Date, to the effect that:  



	  	        (a)       The
representations and warranties of the Company in this Agreement are true and correct in all material respects at and as of the
date of the certificate, and the Company has complied in all material respects with all the agreements and has satisfied in all
material respects all the conditions on its part to be performed or satisfied at or prior to the date of the certificate. 







	  	        (b)       Each
has carefully examined the Memorandum and any amendments and supplements thereto, and to the best of their knowledge the
Memorandum and any amendments and supplements thereto contain all statements required to be stated therein, and all statements



















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	  	contained therein are true and correct, and the Memorandum nor any
amendment or supplement thereto includes any untrue statement of a material fact or omits to state any material fact required to
be stated therein or necessary to make the statements therein not misleading and, during the Offering, the Memorandum will be
amended or supplemented to include all information necessary to be included in the Memorandum so that it does not become
inaccurate or misleading. 






	  	        (c)       No
order prohibiting the offer or sale of the Shares has been issued and, to the best of the knowledge of the respective signers, no
proceeding for that purpose has been initiated or is threatened by the Commission or any applicable state. 







	  	        (d)       Except
as set forth in the Memorandum, since the respective dates of the periods for which information is given in the Memorandum and
prior to the date of the certificate, (i) there has not been any materially adverse change, financial or otherwise, in the affairs
or condition of the Company, and (ii) the Company has not incurred any material liabilities, direct or contingent, or entered into
any material transactions, otherwise than in the ordinary course of business. 







	  	        (e)       Subsequent
to the date of the Memorandum, no dividends or distribution whatever have been declared and/or paid on or with respect to the
Common Stock of the Company. 







        9.05.       State
Qualification or Exemption.   The Company shall use its best efforts to register or secure an exemption from
registration or qualification in those states identified in Section 2.01, and such qualification or exemption shall be in effect
and not subject to any stop order or other proceeding on the Closing Date.  



        9.06.       Satisfactory
Form of Documents.   All opinions, letters, certificates and evidence mentioned above or elsewhere in this
Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance satisfactory to
counsel to the Placement Agent, whose approval shall not be unreasonably withheld.  



        9.07.       Adverse
Events.   Between the date hereof and each Closing Date, the Company shal1 not have sustained any loss on
account of fire, explosion, flood, accident, calamity or any other cause, of such character as materially adversely affects its
business or property considered as an entity, whether or not such loss is covered by insurance.  



        9.08.       Litigation.   Between
the date hereof and each Closing Date, there shall be no litigation instituted or threatened against the Company and there shall
be no proceeding instituted or threatened against the Company before or by any federal or state commission, regulatory body or
administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would
materially adversely affect the business, franchises, licenses, operations or financial condition or income of the Company.
 



        9.09.       Certificates.   Any
certificate signed by an officer of the Company and delivered to the Placement Agent shall be deemed a representation and warranty
by the Company to the Placement Agent as to the statements made therein.  














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SECTION 10

Termination  




        10.01.       Failure
to Comply with Agreement.   This Agreement may be terminated by either party hereto by notice to the other
party in the event that such party shall have failed or been unable to comply with any of the terms, conditions or provisions of
this Agreement required by the Company or the Placement Agent to be performed, complied with or fulfilled by it within the
respective times herein provided for, unless compliance therewith or performance or satisfaction thereof shall have been expressly
waived by the non-defaulting party in writing.  



        10.02.       Government
Restrictions.   This Agreement may be terminated by either party by notice to the other party at any time if,
in the judgment of either party, payment for and delivery of the Shares are rendered impracticable or inadvisable because: (i)
additional material governmental restrictions not in force and effect on the date hereof shall have been imposed upon the trading
in securities generally, or minimum or maximum prices shall have been generally established on the New York Stock Exchange, the
Chicago Board of Trade or the Commodity Futures Trading Commission, or trading in securities generally on such Exchange, Board, or
Commission shall have been suspended, or a general moratorium shall have been established by federal or state authorities; or (ii)
a war or other national calamity shall have occurred; or (iii) the condition of any matter affecting the Company or any other
circumstance is such that it would be undesirable, impracticable or inadvisable in the judgment of the Placement Agent to proceed
with this Agreement or with the sale of the Shares.  



        10.03.       Liability
on Termination.   Any termination of this Agreement pursuant to this Section 10 shall be without liability of
any character (including, but not limited to, loss of anticipated profits or consequential damages on the part of any party
thereto); except that the Company and the Placement Agent shall be obligated to pay, respectively, all losses, claims, damages or
liabilities, joint or several, under Section 7.01 in the case of the Company, Section 7.03 in the case of the Placement Agent and
Section 7.06 as to all parties.  



SECTION 11

Placement Agent’s Representations and Warranties  



        The Placement Agent
represents and warrants to and agrees with the Company that: 



        11.01.       Registration.   The
Placement Agent is registered as a broker-dealer with the Securities and Exchange Commission, and is a member in good standing of
the National Association of Securities Dealers, Inc. (“NASD”). The Placement Agent is registered or otherwise qualified
to sell the Shares in each state in which the Placement Agent sells such Shares or is exempt from such registration or
qualification.  



        11.02.       Ability
to Act as Agent.   There is not now pending or, to the knowledge of the Placement Agent, threatened against the
Placement Agent any action or proceeding of which the Placement Agent has been advised, either in any court of competent
jurisdiction, before the NASD, the Securities and Exchange Commission or any state securities commission concerning the Placement
Agent’s activities as a broker or dealer, nor has the Placement Agent been named as a “cause” in any action or
proceeding, any of which may be expected to have a material adverse effect upon the Placement Agent’s ability to act as agent
to the Company as contemplated herein.  














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        11.03.       Terminate
Agreement.   In the event any action or proceeding of the type referred to in Section 11.02 above (except for
actions referred to in the Memorandum) shall be instituted or, to the knowledge of the Placement Agent, threatened against the
Placement Agent at any time prior to the effective date hereunder, or in the event there shall be filed by or against the
Placement Agent in any court pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or
for reorganization or for the appointment of a receiver or trustee of its assets or if the Placement Agent makes an assignment for
the benefit of creditors, the Company shall have the right on three (3) days’ written notice to the Placement Agent to
terminate this Agreement without any liability to the Placement Agent of any kind.  



SECTION 12

Placement Agent’s Warrants  



        12.01.       Warrants.   If
at least 1,000,000 Shares are sold, the Company shall sell to the Placement Agent, for a total of $100, warrants to purchase
Shares (“Placement Agent’s Warrants”) on the basis of one (1) warrant for each ten (10) Shares sold in the
Offering. Each Placement Agent’s Warrant will entitle the holder to purchase one Share (which Share shall be identical to the
Shares offered hereunder) of the Company, exercisable at $3.90 per Share. The Placement Agent’s Warrants will be exercisable
for a period of five (5) years after their issuance; and if the Placement Agent’s Warrants are not exercised during this
term, they shall, by their terms, automatically expire. The Company shall set aside and at all times have available a sufficient
number of shares of its Common Stock to be issued upon the exercise of the Placement Agent’s Warrants and the warrants
comprising part of the Shares.  



        12.02.       Registration
Rights.   The Company understands and agrees that if, at any time during the seven-year period commencing the
Closing Date, it should file a Registration Statement with the Commission pursuant to the Act, for a public offering of
securities, either for the account of the Company or for the account of any other person, the Company at its own expense, will
offer to holders of Placement Agent’s Warrants or shares of common stock previously issued upon the exercise thereof, the
opportunity to register or qualify for public offering the Placement Agent’s Warrants and shares of common stock underlying
the Placement Agent’s Warrants or the shares so issued. This paragraph is not applicable to a Registration Statement filed
with the Securities and Exchange Commission on Forms S-4 or S-8 or any other inappropriate forms; nor does it apply to the public
offering.  



        In addition to the rights
above provided, the Company will cooperate with the then holder(s) of the Placement Agent’s Warrants and common stock issued
upon the exercise of the Placement Agent’s Warrants, no more often than once in any twelve (12) month period, in preparing
and signing any Registration Statement other than the Registration Statement discussed above, required in order to sell or
transfer the aforesaid Placement Agent’s Warrants and underlying shares of common stock and shall supply all information
required therefore, but such additional Registration Statement shall be at the then holder(s) cost and expense. 



        12.03.       Other
Provisions.   The Placement Agent’s Warrant shall also contain customary anti-dilution provisions and a
cashless exercise provision.  



SECTION 13

Notice  



        Except as otherwise expressly
provided in this Agreement: 














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        13.01.       Notice
to Company.   Whenever notice is required by the provisions of this Agreement be given to the Company, such
notice shall be in writing addressed to the Company as provided below:  



	  	Viper Powersports Inc.

1500 Rand Tower

527 Marquette Avenue

Minneapolis, MN 55402

Attn: President 






        13.02.       Notice
to Placement Agent.   Whenever notice is required by the provisions of this Agreement to be given to the
Placement Agent, such notice shall be given in writing addressed to the Placement Agent as follows:  



	  	Bathgate Capital Partners LLC

5350 S. Roslyn Street, Suite 400

Greenwood Village, CO 80111

Attn: Vicki D. E. Barone, Senior Managing Partners 







SECTION 14

Miscellaneous  



        14.01.       Benefits.   This
Agreement is made solely for the benefit of the Placement Agent, the Company, their respective agents, officers, directors,
managers, members, representatives, guarantors, sureties and any controlling person referred to in Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, and their respective successors and assigns, and no other person shall acquire
or have any right under or by virtue of this Agreement. The term “successor” or the term “successors and
assigns” as used in this Agreement shall not include any purchasers, as such, of any of the Shares.  



        14.02.       Survival.   The
respective indemnities, agreements, representations, warranties, covenants and other statements of the Company or the
Company’s officers, as set forth in or made pursuant to this Agreement and the indemnity agreements of the Company and the
Placement Agent contained in Section 7 hereof shall survive and remain in full force and effect, regardless of (i) any
investigation made by or on behalf of the Company or the Placement Agent or any affiliated persons thereof or any controlling
person of the Company or of the Placement Agent, (ii) delivery of or payment for the Shares and (iii) the Closing Date, and any
successor of the Company, the Placement Agent and Selected Dealers, or any controlling person, or other person indemnified by
Section 7, as the case may be, shall be entitled to the benefits hereof.  



        14.03.       Governing
Law.   The laws of the State of Colorado hereof will govern the validity, interpretation and construction of
this Agreement and of each part. The parties agree that any dispute that arises between them relating to this Agreement or
otherwise shall be submitted for resolution in conformity with the Securities Arbitration Rules of the American Arbitration
Association. The parties agree that the situs of an arbitration hearing before the arbitrators shall be in Denver, Colorado, and
each party shall request such situs.  

















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        14.04.       Counterparts.   This
Agreement may be executed in any number of counterparts, each of which will constitute an original.  



        Please confirm that the
foregoing correctly sets forth the Agreement between you and the Placement Agent. 



	    	Very truly yours,

BATHGATE CAPITAL PARTNERS LLC 
	 
	    	By    	/s/   Vicki D. E. Barone 

	 	 	Vicki D. E. Barone, Senior Managing Partner 







        We hereby confirm as of the
date hereof that the above letter sets forth the Agreement between the Placement Agent and us. 


	 	 	VIPER POWERSPORTS INC. 
	 
	June 15, 2005 
 	 	By    	/s/   John Lai 

	Date 	 	 	John Lai, President