sportend_s1a2-ex1005.htm


    

      
        

      

      Exhibit 10.5

    

    
      ASSET PURCHASE AGREEMENT

      


      


      THIS
ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 20, 2009 is made
and entered into by and between Robert L. Timothy an individual (here in after
Timothy) (“Seller”), and Sport Endurance, Inc., a Nevada corporation with
principal offices at 2620 South Maryland Parkway #819 Las Vegas, Nevada
89109(the “Purchaser”).  As used herein, the term “Parties” shall be
used to identify the Seller and the Purchaser jointly.

      


       

      WHEREAS:

      


      A. Seller
owns certain assets as listed and described in Exhibit A attached hereto (the
“Purchased Assets”) that it desires to sell and transfer to Purchaser in
exchange for the Purchaser’s issuance of certain shares of the Purchaser’s
Common Stock (the “Special Shares”) as more particularly set forth
below.

       

      B. The
Seller warrants and represents that it owns and will own at the closing (as
defined herein) all of the Purchased Assets free of any accrued or contingent
mortgages, deed of trust, security interests, claims, and equitable charges that
may be asserted by any third party and that it will convey full and unencumbered
title to the Purchased Assets to the Purchaser at Closing.


       

      C. The
Seller warrants and represents that it is experienced and sophisticated in
business, financial, investment, and tax matters with sufficient skill and
knowledge to undertake the transactions contemplated and described in this
Agreement and evaluate the risks and merits of acquiring the Special
Shares.


      D. The
Seller warrants and represents that it has received, prior to this Agreement,
such disclosures regarding the Purchaser, its corporate and financial affairs,
stockholder information, and such other disclosures that has allowed it to make
an informed investment decision and that it has also had a sufficient
opportunity to ask questions of the Purchaser’s management and to receive
answers from the Purchaser’s management regarding all such
matters.


       

      E. The
Seller warrants and represents that this Agreement and the transactions
contemplated hereby have been duly approved by the Seller’s Board of
Directors.


      NOW,
THEREFORE, in consideration of the foregoing and the mutual representations,
warranties and covenants contained herein, the parties agree as
follows:

      


       

       PURCHASE AND SALE OF
ASSETS

       

      1.1 Purchase and
Sale.  Upon the terms and subject to the conditions of this
Agreement, at the Closing (as defined in Section 3.1), Purchaser shall purchase
from Seller, and Seller shall sell and transfer to Purchaser, all of Seller’s
right, title, and interest in the Purchase Assets (the “Purchased
Assets”).  The Purchased Assets consist of all the items listed and
shown on Exhibit A
attached hereto together with the following:

       

      all equipment, desks, credenzas,
chairs, cabinets, computers, printers telephones, records,
merchandise,

       

       all information, including
supplier lists, relating to or involving the Purchased Assets, regardless of
format.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      all supplies related to coolers,
counter tops, refrigerators, any and all displays, forklifts and Electric heat
shrink tunnel.

       

       all intellectual property rights,
whether owned or leased, including, without limitation, all patents, patent
applications, trademarks, registered trademarks, trademark applications, service
marks, registered service marks, service mark applications, trade names,
copyrights, registered copyrights, copyright applications, trade secrets,
confidential information and proprietary know-how owned and/or used in
connection with the Business; (all of the intellectual property rights to be
acquired shall be collectively referred to as the “Intellectual
Property”);  and

       

      


      Purchaser
reserves the right to exclude any of the above described assets from the
Purchased Assets.  All of the Purchased Assets shall be transferred to
Purchaser free and clear of all liens, security interests and
encumbrances.

       

      1.2 Assumed Liabilities;
Limitation on Assumption.  In connection with the purchase and
sale of the Purchased Assets pursuant to Section 1.1 and except for those
liabilities as shown on Exhibit
B, Purchaser shall assume no liabilities and obligations of the
Seller.

       

      


       CONSIDERATION

       

      Purchase
Price.  In consideration for the transfer of the Purchased
Assets, at the Closing Purchaser shall (a) pay and deliver to Seller (or
Seller’s assignee) the following:

       

      a duly issued stock certificate
registered in the name of the Seller and bearing a restricted securities legend
and representing the sum of  thirty four million three hundred and
twenty thousand  (34,320,000) shares of the Purchaser’s Common
Stock  (the “Special Shares” or Purchase Price”).

       

      Closing.  The
closing of the purchase and sale of the Purchased Assets pursuant to Section 1.1
(the “Closing”) shall be held at the offices of the Purchaser at 6200 East
Canyon Rim road, Anaheim California at 11:00 a.m. (local time) on August 20,
2009 (the “Closing Date”), or at such other place and time as Purchaser and
Seller may mutually agree in writing.

       

      Deliveries at
Closing.  At the Closing, the Parties shall make the deliveries
described below:

       

       Seller shall deliver, or cause to
be delivered, to Purchaser a Bill of Sale and Assignment in the form of Exhibit C hereto properly
executed by Seller;

       

       Purchaser shall deliver to Seller
the following:

       

      the stock certificate representing all
of the Shares and registered in the name of the Seller (or its
assignees);

       

      a duly executed Action of the Board of
Directors of the Purchaser, adopting and approving the terms of this Asset
Purchase Agreement and authorizing and instructing the officers of the Purchaser
to deliver a fully executed copy of this Asset Purchase Agreement to the Seller
as set forth in Exhibit
D.

       


      
        
           


        

        
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      a duly executed Action of the Board of
Directors  electing  Robert L. Timothy as director and
chairman of the Board of Directors of the Purchaser and accepting the immediate
resignation of the Joseph Scarpello as a director and officer of the Purchaser
as set forth in Exhibit
D.

       

      such other instruments and documents
properly executed by the Seller as are reasonably necessary, in the opinion of
Purchaser, to effect the transactions described herein.

       

      a certificate, executed by a corporate
officer of the Seller, certifying that, at the time of Closing, the Purchased
Assets  are in good condition.

       

       REPRESENTATIONS AND
WARRANTIES OF SELLER

       

      Seller
represents and warrants to Purchaser as follows:

       

      Authorization of
Transaction.  Seller has full power and authority to execute
and deliver this Agreement and to perform its obligations
hereunder.  This Agreement constitutes the valid and legally binding
obligation of Seller, enforceable in accordance with its terms and
conditions.

       

      Broker’s
Fees.  Neither Seller nor the Purchaser has any liability or
obligation to pay any fees or commissions to any broker, finder, or agent with
respect to the transactions contemplated by this Agreement.

       

       Consents and
Approvals.  The execution, delivery and performance by Seller
of this Agreement and the consummation of the transactions contemplated hereby
require no action by or in respect of, or filing with or notice to, any
governmental or regulatory body, agency or official.  Neither the
execution, delivery and performance by Seller of this Agreement, nor the
consummation of the transactions contemplated hereby, will (with or without
notice or lapse of time) (a) violate, conflict with, or result in a breach of
any judgment, order, writ, injunction, decree or award of any court,
governmental or regulatory body, or (b) result in a default (or give rise to any
right of termination, cancellation or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
franchise, permit, lease, agreement or other instrument or obligation to which
Seller is a party, or by which the Business or any of the Purchased Assets may
be bound.

       

      Litigation.  To
the best knowledge of Seller, there are no actions, suits, or proceedings
pending or, to Seller’s best knowledge, threatened against Seller, or that
otherwise relate to the Business or the Purchased Assets, before any court,
arbitrator or administrative, governmental or regulatory authority or body and,
to Seller’s knowledge, no event has occurred or circumstance exists that may
give rise to or serve as the basis for the commencement of any such action, suit
or proceeding. Seller is not subject to any order, judgment, writ, injunction or
decree that relates to the Business or the Purchased Assets.

       

      Personal
Property.  Seller at Closing will have good and marketable
title to the Purchased Assets, free and clear of all liens and encumbrances, and
(b) all items of equipment, if any, constituting a part of the Purchased Assets
are in good operating condition and repair, ordinary wear and tear excepted, and
reasonably conform to all applicable laws, ordinances and
regulations.

       

      Taxes.  To
the best knowledge of Seller, all tax reports and returns required to be filed
relating to the Business pursuant to any law, rule or regulation have been filed
in a timely manner (taking into account all extensions of due dates), and all
Taxes shown as due thereon have been paid or accrued and reflected on the
financial statements of the Business.  No deficiencies for any Taxes
have been asserted in writing against Seller which remain unpaid.

       


      
        
           


        

        
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      Employees.  Seller
has, with respect to the Business and all employees now or previously employed
in the Business, complied in all respects with all laws, rules and regulations
relating to employment, equal employment opportunity, nondiscrimination,
immigration, wages, hours, benefits, occupational health and safety and plant
closing.

       

      Intellectual
Property.  Except as shown on Exhibit A attached to this
Agreement, to the best knowledge of Seller, Seller has no patents, patent
rights, licenses, trademarks, trademark rights, trade names, trade name rights,
service marks, service mark rights, copyrights, web sites or Internet locations
or similar rights, nor require any such rights in connection with the conduct of
the Business as presently conducted.  To the knowledge of Seller,
neither Seller nor the Business is infringing or otherwise acting adversely to
the right of any other person under or in respect to, any patent, license,
trademark, trade name, service mark, copyright or similar intangible
right.

       

      Labor
Relations.  To the best knowledge of Seller, Seller has
complied in all material respects with all federal and state laws, rules and
regulations relating to the employment of labor, including those related to
wages, hours and payment of withholding and unemployment taxes. Seller has
withheld all amounts required by law or agreement to be withheld from wages or
salaries of its employees and is not liable for any arrearage of wages or any
taxes or penalties for failure to comply with any of the foregoing.

       

      Compliance.  To
the Best knowledge of Seller, Seller has conducted the Business and maintained
the Purchased Assets in compliance with, and not in violation of, applicable
laws, rules, regulations and orders of federal, state and local governments and
regulatory bodies (the “Applicable Laws”). Seller has not received any notice of
any alleged violation of any Applicable Laws, and Seller has all licenses,
permits and consents required to be obtained from federal, state, county or
municipal authorities with respect to the ownership or use of the Purchased
Assets for the operation of the Business. The Seller is not aware of any actions
that it or the Business has taken which could reasonably cause or result in any
claims of any violation of any federal, state, or local environmental laws in
connection with the use or operation of the Purchased Assets or the conduct of
the Business.

       

      Investment
Representation.

       

      Seller represents that it is
sophisticated and experienced in investment, financial, and securities matters
and that it has had a sufficient opportunity to conduct a due diligence
investigation into the corporate affairs of the Purchaser. Seller acknowledges
that the offering and sale of the Special Shares is intended to be exempt from
registration under the Securities Act by virtue of Section 4(2) of the Securities Act of 1933, as
amended, and that Purchaser’s reliance on such exemption is predicated on
Seller’s representations set forth herein.

       

      Seller fully understands and agrees
that it must bear the economic risk of its investment for an indefinite period
of time because, among other reasons, the Special Shares have not been
registered under the Securities Act of 1933, as
amended or under the securities laws of any states and, therefore, cannot be
resold, pledged, assigned or otherwise disposed of unless the transaction is or
the Special Shares is subsequently registered under the Securities Act of 1933, as
amended and under applicable securities laws of relevant states or an exemption
from such registration is available.  Seller understands that
Purchaser is under no obligation to register the Special Shares on Seller’s
behalf, or to assist Seller in complying with any exemption from such
registration under the Securities Act of
1933.

       

      Seller has such knowledge and
experience in financial and business matters such that Seller is capable of
evaluating the merits and risks of Seller’s investment in the Special Shares and
is able to bear such risks, and has obtained, in Seller’s judgment, sufficient
information from Purchaser or its authorized representatives to evaluate the
merits and risks of such investment.  Seller has evaluated the risks
of investing in the Special Shares and has determined that the Special Shares
are a suitable investment for Seller.  Seller can afford a complete
loss of the investment in the Stock, and can afford to hold the investment in
the Special Shares for an indefinite period of time.

       


      
        
           


        

        
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      Seller is acquiring the Special Shares
subscribed for herein for its own account, for investment purposes only and not
with a view to, or for sale in connection with, any distribution of the Special
Shares within the meaning of the Securities Act of 1933, as
amended, or any rule or regulation under the Securities Act of 1933, as
amended.  The Special Shares are not being purchased for subdivision
or fractionalization thereof, and Seller has no contract, undertaking, agreement
or arrangement with any person or entity to sell, hypothecate, pledge, donate or
otherwise transfer (with or without consideration) to any such person or entity
the Special Shares, and Seller has no present plans or intentions to enter into
any such contract, undertaking, agreement or arrangement.

       

      Seller understands and acknowledges
that the Special Shares delivered pursuant to the terms of this Agreement shall
bear the following legend:

       

      "The Shares represented by this
certificate have not been registered under the Securities Act of 1933, as
amended (the "Act"), or any state securities laws and neither such Shares nor
any interest therein may be offered, sold, pledged, assigned or otherwise
transferred absent registration under the Act or the availability of an
exemption therefrom.”

      


      Further,
Seller understands and acknowledges that an appropriate stop-transfer order
shall be noted on the records of Purchaser’s transfer agent with respect to the
Special Shares issued pursuant to this Agreement, which stop-transfer order
shall remain in effect with respect to the Special Shares so long as the Special
Shares are subject to the legending requirements set forth above.

       

      Disclosure.  No
representation or warranty or other statement made by Seller in this Agreement
or in any certificates delivered in accordance with this Agreement or otherwise
in connection with the transactions contemplated by this Agreement contains any
untrue statement or omits to stating material fact necessary to make any of
them, in the light of the circumstances in which it was made, not
misleading.

      


      


       REPRESENTATIONS AND
WARRANTIES OF PURCHASER 

      


      Purchaser
represents and warrants to Seller that, as of the date of this
Agreement:

       

      Organization and
Qualification.  Purchaser (a) is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada; and
(b) has the requisite corporate power to carry on its business as now being
conducted, to own or use the properties and assets that it purports to own or
use and to perform all of its obligations under this Agreement.

       

      Corporate
Authorization.  The execution, delivery and performance by
Purchaser of this Agreement and the transactions contemplated hereby are within
the corporate powers of Purchaser and have been duly authorized by all necessary
corporate action.  This Agreement constitutes a valid and binding
obligation of Purchaser enforceable against Purchaser in accordance with its
terms.

       


      
        
           


        

        
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      Consents and
Approvals.  The execution, delivery and performance by
Purchaser of this Agreement and the consummation of the transactions
contemplated hereby require no action by or in respect of, or filing with, or
notice to any governmental or regulatory body, agency or
official.  Neither the execution, delivery and performance by
Purchaser of this Agreement, nor the consummation by Purchaser of the
transactions contemplated hereby, will (with or without notice or lapse of time)
(a) violate, conflict with, or result in a breach of, any provision of the
charters or bylaws of Purchaser or any resolution adopted by the board of
directors or shareholders of Purchaser or any judgment, order, writ, injunction,
decree or award of any court, governmental or regulatory body applicable to
Purchaser or (b) result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or provisions
of any note, bond, mortgage, indenture, license, franchise, permit, lease,
agreement or other instrument or obligation to which Purchaser is a party, or by
which its properties may be bound.

       

      Special
Shares.  The Special Shares, as and when issued to Seller at
Closing, will confer all of the rights and privileges set forth in the
Purchaser’s Articles of Incorporation and By-Laws attached hereto and the same
shall be deemed to be fully paid-for, validly issued, and non-assessable shares
of the Purchaser’s capital stock with all rights granted to stockholders in
accordance with the Nevada General Corporation Law.

       

       Absence of
Liabilities.  To the best knowledge of Purchaser, and except
for those liabilities listed on
Exhibit E attached to this Agreement or as shown on Purchaser’s most
recent Periodic Filing, there are no liabilities, debts, obligations,
commitments, liens, charges, claims, whether accrued or contingent, to which the
Purchaser is or may become liable or serve as the basis for the commencement of
any action, suit or proceeding against Purchaser.  Purchaser is not
subject to any order, judgment, writ, injunction or decree.

       

      Stockholder List and
Corporate Actions.  To the best knowledge of Purchaser, the
Stockholder and Securities List shown on Exhibit F attached to this
Agreement is accurate and complete and there are no outstanding warrants, rights
or options or agreements, understandings, or commitments for the issuance of any
warrants, rights, or options which could reasonably result in the issuance of
the Purchaser’s capital stock (whether preferred or common) at any time on or
after the Closing.  Further, to the best knowledge of the Purchaser,
there are no outstanding convertible or exchangeable securities or agreements,
understandings, or commitments for the issuance of any convertible or
exchangeable securities which could reasonably result in the issuance of the
Purchaser’s capital stock (whether preferred or common) at any time on or after
the Closing except as shown on Exhibit F.

       
 

       

       COVENANTS

      


       

      Access.  From
the date of this Agreement to the earlier of (a) the Closing Date or (b) the
termination of this Agreement pursuant to Article 8 below, Seller shall afford
the officers, directors, employees, contractors, consultants, agents and other
authorized representatives of Purchaser (collectively “Purchaser Agents”)
reasonable access at reasonable times to the Purchased Assets.

       

       Public
Announcements.  Seller and Purchaser shall consult with each
other before issuing any press release or otherwise making any public statements
with respect to this Agreement or the transactions contemplated hereby and shall
not issue any such press release or make any such public statement prior to
obtaining the approval of the other party, except as may be required by
law.

       


      
        
           


        

        
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      Best
Efforts.  Each of Seller and Purchaser agrees to use its best
efforts to fulfill the conditions set forth in Article 6  to the other
party’s obligation to close the transactions contemplated by this
Agreement.

       

       CONDITIONS TO
CLOSING

       

      Conditions to Obligation of
Purchaser.  The obligation of Purchaser to close the
transactions contemplated hereby shall be subject to the satisfaction or written
waiver (by Purchaser), prior to or at the Closing, of the following
conditions:

       

      Representations and
Covenants.  The representations and warranties of Seller
contained in this Agreement shall be true and correct in all material respects
on and as of the date of Closing with the same force and effect as though made
on and as of the date of Closing. Seller shall have performed and complied in
all material respects with all covenants and agreements required by this
Agreement to be performed or complied with by it on or prior to the date of
Closing; and

       

       (b)  Transfer of Purchased Assets
to Purchaser.  Seller shall transfer and deliver the Purchased
Assets to the Purchaser on or before Closing and in accordance with the written
instructions of the Purchaser.

       

      Conditions to Obligation of
Seller.  The obligation of Seller to close the transactions
contemplated hereby shall be subject to the satisfaction or written waiver (by
Seller), prior to or at the Closing, of the following conditions:

       

      Representations and
Covenants.  The representations and warranties of Purchaser
contained in this Agreement shall be true and correct in all material respects
on and as of the date of Closing with the same force and effect as though made
on and as of the date of Closing.  Purchaser shall have performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by it on or prior to the date of
Closing;

       

      (b) Actions of
Purchaser.  Purchaser shall cause all actions to be taken as
listed in Article III hereof.

       

       TERMINATION

       

      Termination.  This
Agreement may be terminated at any time prior to the Closing:

       

      By mutual written consent of Purchaser
and Seller.

       

      By Seller:

       

      if the Closing shall not have occurred
on or before June 30 2008, other than as a result of a material breach by Seller
of its representations, warranties or other obligations hereunder;
or

       

      if, prior to the Closing Date,
Purchaser fails to perform in any material respect any of its obligations under
this Agreement or Purchaser has breached any material representation or
warranty, and such failure or breach has not been cured within five (5) days
after receipt of notice of such failure or breach from Seller.

       

      By Purchaser:

       

      if the Closing shall not have occurred
on or before August 10, 2009, other than as a result of a material breach by
Purchaser of its representations, warranties or other obligations hereunder;
or

       


      
        
           


        

        
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      if, prior to the Closing Date, Seller
fails to perform in any material respect any of its obligations under this
Agreement or Seller has breached any material representation or warranty, and
such failure or breach has not been cured within five (5) days after receipt of
notice of such failure or breach from Purchaser.

       

      Effect of
Termination.  In the event of termination of this Agreement by
Purchaser or Seller as provided in Section 8.1, all obligations of the parties
under this Agreement shall terminate without liability of any party to any other
party, except for a party’s liability for breach of this Agreement.

       

      INDEMNIFICATION

       

      


       

      Indemnification.

       

      By
Seller.  Seller shall indemnify, defend and hold harmless
Purchaser and its directors, officers, employees and shareholders, from, against
and in respect of any and all claims, suits, actions, proceedings, damages,
costs, liabilities, losses, judgments, penalties, fines, expenses or other
costs, including reasonable attorneys’ fees, (each a “Loss” and collectively,
“Losses”) arising from or relating to: (i) the breach of any of Seller’s
representations, warranties or covenants set forth in this Agreement; (ii) any
product shipped or manufactured by, or services provided by, the Business prior
to the date of Closing; and (iii) any claim against Purchaser by any person to
whom Purchaser is liable for any liabilities arising from or connected to the
operation of the Business prior to the Closing Date, other than the Assumed
Liabilities.

       

      By
Purchaser.  Purchaser shall indemnify, defend and hold harmless
Seller, from, against and in respect of any and all Losses arising from or
relating to:  (i) the Assumed Liabilities; (ii) the breach of any of
Purchaser’s representations, warranties or covenants set forth in this
Agreement; or (iii) any products shipped or manufactured by, or services
provided by, the Business on or after the date of Closing.

       

      Procedure for Claims by
Third Parties.

       

      Any party asserting a right of
indemnification provided for under this Agreement (the “Indemnified Party”) in
respect of, arising out of or involving a claim or demand made by any unrelated
person, firm, governmental authority or corporation against the Indemnified
Party (a “Third Party Claim”) shall notify the indemnifying party (the
“Indemnifying Party”) in writing of the Third Party Claim within ten (10)
business days after such Indemnified Party becomes aware of such Third Party
Claim.  As part of such notice, the Indemnified Party shall furnish
the Indemnifying Party with copies of any pleadings, correspondence or other
documents relating thereto that are in the Indemnified Party’s
possession.  The Indemnified Party’s failure to notify the
Indemnifying Party of any such matter within the time frame specified above
shall not release the Indemnifying Party, in whole or in part, from its
obligations under this Article 8 except to the extent that the Indemnified
Party’s ability to defend against such claim is actually prejudiced
thereby.  The Indemnifying Party agrees (and, at such time as the
Indemnifying Party acknowledges its liability under this Article 9 with respect
to such Third Party Claim, the Indemnifying Party shall have the sole and
exclusive right) to defend against, settle or compromise such Third Party Claim
at the expense of such Indemnifying Party; provided that no compromise or
settlement of such claims may be effected by the Indemnifying Party without the
Indemnified Party’s consent unless the sole relief provided is monetary damages
that are paid in full by the Indemnifying Party.  The Indemnified
Party shall have the right (but not the obligation) to participate in the
defense of such claim through counsel selected by it.  If the
Indemnifying Party has not yet acknowledged its liability under this Section 9.2
with respect to such Third Party Claim, then the Indemnifying Party and the
Indemnified Party shall cooperate in defending against such Third Party Claim,
and neither party shall have the right, without the other’s consent, to settle
or compromise any such Third Party Claim.

       


      
        
           


        

        
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      If any party becomes obligated to
indemnify another party with respect to any Third Party Claim and the amount of
liability with respect thereto shall have been finally determined, the
Indemnifying Party shall pay such amount to the Indemnified Party in immediately
available funds within ten (10) days following written demand by the Indemnified
Party.

       

      Procedure for Claims Between
the Parties.  In the event that either Seller or Purchaser
desires to assert a claim for indemnification against the other under this
Article 9, such party shall assert such claim in writing, stating the nature and
basis of such claim.  The party making such claim shall, on request,
provide all information and documentation reasonably necessary to support and
verify any Losses which such person believes gives rise to a claim for
indemnification and shall give the indemnifying party reasonable access to its
books, records and personnel for the purpose of investigating and verifying any
such claim.

       

      Survival.  All
representations, warranties, covenants and obligations in this Agreement shall
survive the Closing and consummation of the transactions contemplated by this
Agreement for a period of two (2) years from the Closing. The rights to
indemnification, reimbursement or other remedy based upon such representations,
warranties, covenants and obligations shall not be affected by any investigation
conducted, or any knowledge acquired (or capable of being acquired) at any time,
whether before or after the execution and delivery of this Agreement or the
Closing Date, with respect to the accuracy or inaccuracy of or compliance with
any such representation or warranty, or on the performance of or compliance with
any covenant or obligation, and will not affect the right to indemnification,
reimbursement or other remedy based upon such representations, warranties,
covenants or obligations.

       

      Non-Exclusive
Remedy.  The indemnification provisions in this Article 8 are
in addition to any and all other remedies of the parties hereto available under
applicable law with respect to the breach of any representation, warranty,
covenant or agreement of the other party hereto.

       

       GENERAL
PROVISIONS

       

      Material Adverse
Effect.  For purposes of this Agreement, a “Material Adverse
Effect” shall mean: (1) with respect to the Purchased Assets, a material adverse
effect on the Purchased Assets, the operations or financial condition of the
Business or on Seller’s ability to consummate the transactions contemplated by
this Agreement; and (2) with respect to the Purchaser, the financial condition
of the Purchaser, Purchaser’s ability to consummate the transactions
contemplated by this Agreement; and the existence of any accrued or contingent
liabilities not disclosed to the Seller in this Agreement.

       

      Seller’s
Knowledge.  Where a representation or warranty is stated to be
based on or to the knowledge of the Seller, such phrase or words of similar
import shall refer solely to the actual knowledge, after due inquiry,
of  Robert L. Timothy, Seller’s Managing Director, as of the date of
this Agreement.

       


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Purchaser’s
Knowledge. Where a representation or warranty is stated to be based on or
to the knowledge of Purchaser, such phrase or words of similar import shall
refer solely to the actual knowledge, after due inquiry, of Joseph Scarpello,
Purchaser’s Chief Executive Officer, as of the date of this
Agreement.

       

      Headings.  The
headings contained in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this
Agreement.

       

      Severability.  If
any provision of this Agreement, or the application thereof to any person, place
or circumstance, shall be held by a court of competent jurisdiction to be
illegal, invalid, unenforceable or void, then such provision shall be enforced
to the extent that it is not illegal, invalid, unenforceable or void, and the
remainder of this Agreement, as well as such provision as applied to other
persons, places or circumstances, shall remain in full force and
effect.

       

      Waiver.  With
regard to any power, remedy or right provided in this Agreement or otherwise
available to any party, (a) no waiver or extension of time shall be effective
unless expressly contained in a writing signed by the waiving party, (b) no
alteration, modification or impairment shall be implied by reason of any
previous waiver, extension of time, delay or omission in exercise or other
indulgence, and (c) waiver by any party of the time for performance of any act
or condition hereunder does not constitute a waiver of the act or condition
itself.

       

      Further
Assurances.  From time to time after the Closing, each party
hereto will execute and deliver to the other party such instruments of sale,
transfer, conveyance, assignment and delivery as may be reasonably requested by
the other party in order to cause Purchaser to be vested in all right, title and
interest of Seller in and to the Purchased Assets and otherwise in order to
carry out the purpose and intent of this Agreement.

      


       Notices.  All
notices, demands, or other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and shall be
deemed to have duly given or delivered (a) when delivered personally, (b) mailed
by certified or registered mail, return receipt requested and postage prepaid,
(c) sent by telephone facsimile transmission, or (d) sent via a nationally
recognized overnight courier to the recipient.  Such notices, demands
and other communications will be sent to the addresses listed on the first page
of this Agreement or to such other address as any party may specify by notice
given to the other party in accordance with this Section.

       

      Governing
Law.  This Agreement shall be governed by and construed in
accordance with the internal substantive laws of the State of Nevada without
giving effect to any choice or conflict of law provision or rule (whether of the
State of Nevada or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Nevada.

       

      Entire
Agreement.  This Agreement (including the attached exhibits and
schedules) constitutes the entire agreement among the parties with respect to
the subject matter of this Agreement and supersedes any prior or contemporaneous
agreement or understanding, whether written or oral, among the parties or
between any of them with respect to the subject matter of this
Agreement.  There are no representations, warranties, covenants,
promises or undertakings, other than those expressly set forth or referred to
herein.

       

      Amendment.  This
Agreement may be amended or modified only by a written agreement duly executed
by Seller and Purchaser.

       

      Assignability.  Neither
this Agreement nor any of the rights or obligations under this Agreement of any
party hereto may be transferred, conveyed, alienated, assigned or delegated
without the other party’s prior written consent, which consent may be withheld
in the other party’s sole and absolute discretion.

       


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      Binding
Effect.  This Agreement shall be binding upon and shall inure
to the benefit of the parties and their respective successors and, if
applicable, permitted assigns.

       

      Third-Party
Beneficiaries.  Each party intends that this Agreement shall
not benefit or create any right or cause of action in any person other than the
parties or as specifically expressed in this Agreement.

       

      Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall
constitute an original but when taken together shall constitute but one
instrument.

       

      Expenses; Brokerage
Fee.  Each party to this Agreement shall bear all of its own
expenses in connection with the execution, delivery and performance of this
Agreement and the transactions contemplated hereby, including, without
limitation, all fees and expenses of its agents, representatives, counsel and
accountants.

       

      


      [The
remainder of page has been left intentionally blank]

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN WITNESS WHEREOF, the
parties have caused this Agreement to be duly executed on the date first written
above.

      
      

       

      
        	 	      
                PURCHASER:

                 

                SPORT
      ENDURANCE, INC., INC.

                 

                By: /s/ Joseph
      Scarpello

                
Name:
      Joseph Scarpello

                
Title:
      Chief Executive Officer

                 
 

                SELLER:

                
ROBERT
      L. TIMOTHY

                 
 By:
      /s/ Robert L.
      Timothy

                 
 Name:
      Robert L. Timothy

                 
 Title:

              


      

       

       

       
 

       
 

      [SIGNATURE
PAGE TO ASSET PURCHASE AGREEMENT]

       
 

      


      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      


      


      LIST
OF ATTACHMENTS

       
 

       
 

      EXHIBIT  A
- List of Purchased Assets

       

      EXHIBIT  B
- List of Liabilities of  Seller Assumed by Purchaser At
Closing

       

      EXHIBIT C
- Bill of Sale

       

      EXHIBIT D
- Action of the Board of Directors of Sport Endurance, Inc., Inc. (Authorization
and       Election of Robert L. Timothy and
Resignation of Officers/Directors)

       

      EXHIBIT E
- Listing of Purchaser’s Liabilities

       

      EXHIBIT F
- Stockholder and Security List

       
 

       
 

       
 


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

       
 

      EXHIBIT
A

       
 

      LIST
OF PURCHASED ASSETS

       
 

       
 

        The
following are the Purchased Assets acquired by the Purchaser from the Seller
with a listing of the Seller’s Accounts Receivable as of the date
shown:

       
 

       
 

      
        	
                 Items

              	 	
                Approximate
      value

              	 
	
                 

              	 	 	 
	
                1.  7
      Executive/Office Desks

              	 	$	2,500.00	 
	
                2.  3
      Credenzas

              	 	$	350.00	 
	
                3.  18
      Office Chairs

              	 	$	900.00	 
	
                4.  6
      Filing Cabinets

              	 	$	450.00	 
	
                5.  4
      used HP Computer/Monitors

              	 	$	2,100.00	 
	
                6.  3
      used HP Computer/Monitors

              	 	$	2,100.00	 
	
                6.  7
      used printers

              	 	$	1,000.00	 
	
                7.  Office
      Phones

              	 	$	700.00	 
	
                8.  5
      Coolers

              	 	$	2,023.00	 
	
                9.  3
      Black Counter Top Stands

              	 	$	319.00	 
	
                10.
      2 Barrel Refrigerators

              	 	$	586.00	 
	
                11.
      Display Business

              	 	$	1,612.00	 
	
                12.
      Fork lift

              	 	$	3,500.00	 
	
                13.
      Electric Heat Shrink Tunnel

              	 	$	4,000.00	 
	
                Total:

              	 	$	22,140.00	 


      

       
 

       
 


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


       
 

      


       
 

      EXHIBIT
B

       
 

      LIST
OF SELLER LIABILITIES ASSUMED BY PURCHASER

       
 

      


      


      1.  NONE

       
 

       
 

       
 


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      


      EXHIBIT
C


      BILL OF SALE 

       
 

      This
Agreement, dated August 20, 2009, is between Robert L. Timothy, Limited, An
individual (“Seller”), and Sport Endurance, Inc., a Nevada corporation
(collectively “Buyer”).


       

      1.
Assignment of Assets.  Pursuant to the terms of the Asset Purchase
Agreement dated August 20, 2009 (the “Purchase Agreement”), Seller hereby sells,
transfers, assigns and conveys to Buyer all of Seller’s right, title and
interest in and to the Purchased Assets listed on Exhibit A attached
thereto.


      2.
Warranty as to Assets.   Seller hereby warrants that it has good
and marketable title to the Assets, free and clear of mortgages, liens,
reversions, restrictions, rights of purchase, encumbrances or other defects of
title, and sales, use and ad valorem taxes other than arising from the
consummation of the transfer of the Assets (such taxes being the responsibility
of Seller).


       

      3.
Further Assurances.  The parties hereto agree to execute and delivery
such additional documents or other instruments or assurances that may be
necessary or desirable to vest, perfect or confirm, of record or otherwise,
title to the Assets or Contracts in Buyer, or to obtain any consents, orders or
approvals to consummate the transactions contemplated hereby.


      4.
Miscellaneous.  This Bill of Sale is governed by and construed under
the laws of the State of Nevada.  The warranties and representations
given herein shall survive the delivery of this Bill of Sale

       
 

      Executed
this 20th day
of August 2009

      
BUYER:

       
 

      SPORT
ENDURANCE, INC., INC., a Nevada
corporation

       
 

       
 

      By: 
/s/ Joseph
Scarpello                               


      
        	 	
                Joseph
      Scarpello, Chief Executive Officer

              


      

       
 

      SELLER:

      
ROBERT L.
TIMOTHY LIMITED, a individual

       
 

      
BY:  /s/ Robert L.
Timothy

       Robert
L. Timothy,

       
 


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


       
 

      EXHIBIT
D


       

      SPORT
ENDURANCE, INC.


      ACTION
OF THE BOARD OF DIRECTORS WITHOUT A MEETING


       

      BY
UNANIMOUS WRITTEN CONSENT


      August
20, 2009

       
 

       
 

      Joseph
Scarpello, being the sole Director of Sport Endurance, Inc., a Nevada
corporation, hereby takes the following actions pursuant to Nevada Revised
Statutes Section 78.315(2) effective this 20th day of August
2009:


       

      Authorization
for Asset Purchase Agreement


       RESOLVED:  This Board of Directors
hereby authorizes and instructs the Company’s Chief Executive Officer, Joseph
Scarpello, to execute and deliver the Asset Purchase Agreement for the purchase
of certain assets from Robert L. Timothy and submitted to this Board of
Directors and to execute and deliver such other certificates, documents, and to
take all such other actions as may be required to effectuate the purposes of
said Agreement.


       

      Approval
of Issuance of Common Stock to Robert L. Timothy Limited


      RESOLVED:
This Board of Directors hereby approves the issuance of 34,320,000 shares of
this Company’s Common Stock to Robert L. Timothy in consideration of the
Company’s receipt of the Purchased Assets as set forth in the Asset Purchase
Agreement with all said shares to be  issued with a restricted
securities legend in accordance with the exemption provided by Section 4(2) of
the Securities Act of 1933 and Section 25102(f) of the California Corporate
Securities Law of 1968.


       

      Resignation
of Officers and Directors


       RESOLVED: This Board of
Directors hereby accepts the resignation of the following persons as officers
and directors of this Company effective upon the closing of the Asset Purchase
Agreement:

       
 

      Joseph
Scarpello

       
 

      Election
of Robert L. Timothy


       

      RESOLVED:
This Board of Directors hereby elects Robert L. Timothy as the Company’s
President and Chief Executive Officer and as Chairman of this Board of Directors
effective upon the closing of the Asset Purchase Agreement:


      The above
resolutions were duly adopted this 20th day of August 2009 by unanimous written
consent.

       
 

      Dated:   August
20, 2009

       
 

      _______________________

      Joseph
Scarpello

       
 

       
 


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


       

      MEMORANDUM

       
 

       
 

      DATE:  August
___, 2009

       
 

      TO:  The
Board of Directors

        Sport
Endurance, Inc.

       
 

      FROM:
Joseph Scarpello

       
 

      RE:  Resignation

       
 

       
 

       Please
allow this Memorandum to serve as my irrevocable resignation in every capacity
and as an officer and director of Sport Endurance, Inc. a Nevada
corporation.

       
 

       
 

      Signed:   
/s/ Joseph
Scarpello                
Date: ______________________

       Joseph
Scarpello

       
 


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      


      EXHIBIT
E


      Listing
of Purchaser’s Liabilities

      


      1.  NONE

       
 

       
 

       
 

       
 

       
 

       
 

       
 

       
 

       
 


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      EXHIBIT
F

       
 

      STOCKHOLDER
AND SECURITY LIST

       
 

       

      Attached
hereto is a current list of the stockholders of the Purchaser (as prepared by
the Purchaser’s Common Stock Transfer Agent) together with a current list of any
other securities issued by the Purchaser not contained on the list.

       
 

       
 

      


      
        	
                Name

              	
                Shares
      

                Beneficially

                 Owned
      prior to 

                Offering

              	
                Shares

                 to
      be 

                Offered

              	
                Shares
      Beneficially

                 Owned
      afte

                r
      Offering

              	
                Percent
      Beneficially 

                Owned
      after 

                Offering

              
	
                Alex
      Cormier

              	
                240,000

              	
                240,000

              	
                0

              	
                0

              
	
                Salim
      Breidy

              	
                225,500

              	
                225,500

              	
                0

              	
                0%

              
	
                Raphael
      Miranda

              	
                225,500

              	
                225,500

              	
                0

              	
                0%

              
	
                Maritza
      Cormalis

              	
                225,500

              	
                225,500

              	
                0

              	
                0% 

              
	
                Roland
      Perez

              	
                225,500

              	
                225,500

              	
                 0

              	
                0% 

              
	
                Blanca
      Martinez

              	
                225,500

              	
                225,500

              	
                0

              	
                0% 

              
	
                Antoine
      Breidy

              	
                225,500

              	
                225,500

              	
                0

              	
                0% 

              
	
                World
      wide investment Banking

              	
                225,500

              	
                225,500

              	
                 0

              	
                0% 

              
	
                 Alexis
      Inge

              	
                225,500

              	
                225,500

              	
                 0

              	
                0% 

              
	
                Rily
      Inge

              	
                155,000

              	
                155,000

              	
                 0

              	
                0% 

              
	
                Hydro
      Seal

              	
                225,500

              	
                225,500

              	
                0

              	
                0% 

              
	
                Susan
      Zavisa

              	
                240,000

              	
                240,000

              	
                 0

              	
                0% 

              
	
                Lazardo
      Machado

              	
                225,500

              	
                225,500

              	
                 0

              	
                0% 

              
	
                Joseph
      Scarpello

              	
                200,000

              	
                200,000

              	 
      	 
      
	
                Dan
      Wentz

              	
                20,000

              	
                20,000

              	
                0

              	
                0% 

              
	
                Ismael
      Lassalle

              	
                20,000

              	
                20,000

              	
                0

              	
                0% 

              
	
                Scott
      Hata

              	
                20,000

              	
                20,000

              	
                 0

              	
                0% 

              
	
                 

                J.V.
      Egan Construction

              	
                20,000

              	
                20,000

              	
                 

                0

              	
                 

                0% 

              
	
                Scott
      Roelofs

              	
                 

                10,000

              	
                 

                10,000

              	
                 0

              	
                0% 

              
	
                Fred
      Gonzales

              	
                20,000

              	
                20,000

              	
                 0

              	
                0%

              
	
                SLC
      AIR, INC.
      (1)

              	
                5,000,000

              	
                5,000,000

              	 
      	 
      
	
                Calbridge
      Capital, LLC

              	
                21,000,000

              	 
      	 
      	 
      
	
                Robert
      L. Timothy

              	
                34,320,000

              	 
      	 
      	 
      


      

       
 


      
        
           


        

        
          19