Viper Powersports, Inc. Exhibit 10.2 to Form 10-SB






Exhibit 10.2  




2005-2006 VIPER MOTORCYCLE COMPANY

DEALER AGREEMENT


	
   

  	
   

  
	
  DATE:

  	
   

  
	
   

  	
  


  
	
   

  	
   

  
	
  PARTIES:

  	
  Viper Motorcycle Company 

  Here within referred to as Viper 

  5733 International Parkway 

  New Hope, MN 55428

  






	
   

  	
   

  	
   

  
	
   

  	
   

  	
   (“Dealer” (Corporation or entity) 

  
	
   

  	
  


  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   (“Dealer Operator”) 

  
	
   

  	
  


  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   (“Authorized Retail Location”)

  
	
   

  	
  


  	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
   

  	
  

  	
   

  



Dealer may sell, subject to
all the terms and conditions described in this agreement, Viper Motorcycles,
together with related parts, accessories and clothing for Viper Motorcycle
Company (“Products”). Dealer acknowledges that this Agreement grants no rights
regarding any other products manufactured and/or sold by Viper Motorcycle
Company.


This agreement includes an arbitration provision (See Section
18)


	
   

  	
   

  	
   

  
	
  By 

  	
   

  
	
   

  	
  


  	
   

  
	
  (Representative of Viper
  Motorcycle Company)

  	
   

  
	
   

  	
   

  
	
  The undersigned is
  authorized to execute this Agreement on behalf of the Dealer 

  
	
   

  	
   

  
	
  By 

  	
   

  
	
   

  	
  


  	
   

  
	
  (Dealer Signature)

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
  


  	
   

  
	
   

  
	
  Date:

  	
   

  
	
   

  	
  


  	
   

  



The additional terms and
conditions of this Agreement are as follows:















                    
1.          Appointment of Dealer.


                                 
a.          Subject to the
terms of this agreement, Viper Motorcycle Company nonexclusive dealer at retail
of Products at the Authorized retail Location. This is a personal services
agreement, entered into in reliance on the qualifications of the Dealer
Operator and on Dealer’s assurances that the Dealer Operator will provide
personal service by exercising full managerial authority over dealership
operations. Dealer Operator will have an unencumbered ownership interest in
Dealer of at least 15 percent at all times. 
Dealer Operator must be a competent businessperson, an effective
manager, must have demonstrated a caring attitude towards customers, and have
demonstrated the ability to manage a dealership. The Dealer Operator, however,
is not a party to this Agreement and has no independent rights hereunder.


                                 
b.          Dealer
acknowledges that Viper distributes its Products through a network of
authorized dealers at approved locations, and that those dealers must be
appropriate in number, located properly, and have proper facilities to
represent and service the Products competitively. Through such a dealer
network, Viper Motorcycle Company can maximize the convenience of customers in
purchasing Products and having them serviced. Accordingly, Dealer may not in
any way sell or otherwise deal in the Products at any location other than the
Authorized Location without Viper Motorcycle Company’s prior written consent,
which consent may be withheld in Viper Motorcycle Companies pursuant to its
business judgment. Viper reserves the right, in its sole discretion pursuant to
its business judgment, to appoint any other dealer at any other location or to
allow another dealer to relocate. Nothing in this Agreement is intended to
require Dealer’s consent to the establishment of an additional dealer or the
relocation of another dealer.


                    2.          Purchase
of Products by Dealer.


                                 
a.          Viper will sell
Products to Dealer subject to availability and the terms of this Agreement.
Viper Motorcycle Company (in whole or in part) any order without liability to
Dealer or any other person. Without limiting the generality of the foregoing,
Viper Motorcycle Company reserves the right unilaterally to alter accepted
purchase orders by decreasing the quantity of any particular products subject
to such order, and agrees to give Dealer written or oral notice of such change.
Dealer will cooperate with any program established by Viper Motorcycle Company
for advance ordering of Products.


                                 
b.          Viper may
discontinue or change the specifications for and design of any Products, alter
or substitute materials in any Products, and add to the Products without
notice, or any liability to Dealer.


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c.          Dealer
shall accept all Products ordered. No cancellation of any order and no returns
may be made without Viper’s written authorization. All sales are solely subject
to the provisions of this Agreement and Viper’s general sales terms,
conditions, and programs, notwithstanding the terms and conditions of any
purchase order or other communications from Dealer. All title to and risk of
loss for the Products shall pass to Dealer upon shipment from factory.


                                 
d.          All
delivery dates agreed upon by the parties are tentative, not withstanding any
terms in any order or other communication of either party. Viper will attempt
to deliver in accordance with such dates, but shall not be in breach of any
duty to Dealer if it fails to meet such delivery dates for any reason.


                    3.          Price
and Payment.


                                 
a.          Products
will be sold at the dealer prices, terms, and discounts established by Viper
and in effect on the date of Viper Motorcycle Company’s shipment regardless of
when the order was submitted or accepted. Viper Motorcycle Company may change
such prices and discounts in effect upon thirty (30) days prior written or oral
notice to Dealer.


                                 
b.          Full
payment on all Products is due and payable in cash upon shipment unless Viper
has agreed otherwise in writing in advance, in which case the payment for such
product is due and payable as provided in such other agreement. Dealer may
participate in any financing plans established from time to time by Viper or by
others at Viper’s request for its sale of Products, if permitted under local
law and if Dealer qualifies under and meets all of the terms thereof. Dealer’s
participation in such financing plan will be subject to all of the terms and
conditions of such plan, as may be changed from time to time. If Dealer fails
to fulfill its obligations under any such financing plan and Viper is required
to repurchase any Products to Dealer, Dealer shall reimburse Viper for any
deficiency between the repurchase cost and resale price and for any costs and
expenses which Viper incurs in connection with the sale of any such Products,
notwithstanding any voluntary surrender agreement with any financing
institution. Viper may deduct any amounts due or becoming due from Dealer to
Viper or any amounts held by Viper, from any sums or accounts due or to become
due from Viper to Dealer to satisfy such deficiencies.


                    4.          Security
Interest.    Dealer
grants Viper a continuing first priority purchase money security interest on
all products now or here after acquired or reacquired by Dealer, and all
proceeds thereof, secure any and all of its indebtedness or obligations of any
character to Viper, regardless of when incurred. Dealer will execute or procure
all financing statements, personal guaranties and other instruments, agreements
and documents relating to assurance of payment of all Dealers’ obligations to
Viper’s requests.


                    5.          Reporting
of Packing Shortages and Defects.   Dealer
shall inspect all products immediately upon arrival. Dealer shall notify Viper
in writing within ten (10) days after the
arrival of any products of any packing shortages and shall submit all packing
slips and inspection reports along with such written notice of any claimed
packing shortage. Viper reserves the right to refuse to adjust any packing
shortage if Dealer has not complied with this notice requirement. Dealer shall,
within ten (10) days after arrival, notify Viper in writing of any other
failure of any Products to conform to this Agreement which is reasonably
discoverable upon such arrival, and shall notify Viper in writing of any other
failures to conform within ten (10) days after the earlier of (i) the date of
actual discovery or (ii) the date on which such failures should have been
discovered in the exercise of reasonable diligence. All shortages or other
failures to conform not reported to Viper as required by this Section 5 shall
be deemed waived by Dealer.


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                    6.          Duties
of Dealer.   Dealer shall use its best efforts to promote
and increase the distribution and sale of Products. Without limiting the
generality of the foregoing, Dealer shall:


                                 
a.          Purchase such
number and model mix of Products as shall be agreed by Viper and Dealer at the
commencement of each season. Such purchases by Dealer shall comply with Viper’s
then existing Stocking Requirements Program, which is incorporated herein.
Viper has the right to modify the Stocking Requirements Program in its sole
discretion pursuant to its business judgment. Absent agreement for purchases
for the season, Viper shall have the right to specify such numbers in its
absolute discretion pursuant to its business judgment, considering such
information as it has available concerning Dealer’s previous sales, local
population, the motorcycle market and other factors Viper deems appropriate.
Dealer shall at all times employ a sales person dedicated to sales of the
product.


                                 
b.          Maintain a
suitable, modern place of business at the Authorized Location with adequate
space and facilities for sales, service, display, arid storage, and display
prominently there a Viper 5’ x 8’ outdoor electric sign, in form and of a
quality satisfactory to Viper, and maintain reasonable business hours for the
vicinity in which it operates. If local sign ordinances prohibit prominent
display of the Viper sign, Dealer must obtain written approval from the Viper
Vice President of Sales of this requirement, in which case Viper shall have the
right in its sole discretion pursuant to its business judgment to require
Dealer to provide a sign. Dealer’s facility shall conform to Viper’s Image
Requirements and will have sufficient showroom space to display representative
models of each of the Products, pursuant to the Stocking Requirements Program.


                                 
c.          Maintain an
adequate stock of Viper parts, accessories and clothing, or parts, accessories,
and clothing meeting quality specifications equal to or better than those sold
by Viper and at all times employ a parts person for the Products.


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d.          Perform Viper
warranty and service program(s) in effect from time to time, maintain and train
adequate staff and personnel, maintain adequate tools and service equipment to
perform such warranty and service program(s) and send service personnel to
schools conducted by Viper from time to time. Dealer shall be responsible for
all out-of-pocket expenses incurred by such personnel, including (without
limitation) transportation and lodging. Dealer at all times shall employ a
full-time service manager satisfactory to Viper and who has completed Viper’s
service school.


                                 
e.          Sell motorcycles
only after the units are uncrated and set up in accordance with Viper
pre-delivery instructions located within the hardware packages.


                                 
f.          Conduct
reasonable amounts of local advertising (in newspapers, on radio, or in other
appropriate media), place prominent Yellow Page display ad and spend reasonable
amounts on local promotional activities relating to Viper products, and
participate in cooperative advertising and other promotional programs adopted
by Viper from time to time. Dealer shall not use any advertising copy or other
materials, which have not been approved in advance in writing by Viper and must
comply with all advertising regulations regarding safety prescribed by Viper,
including but not limited to age recommendations and warnings.


                                 
g.          Attend all
national Viper sales meeting and seminars. Dealer shall be responsible for all
out-of-pocket expenses incurred by such personnel, including (without
limitation) transportation and lodging.


                                 
h.          Submit orders for
Products, warranty reimbursement claims, claims or other information as Viper
may designate.


                                 
i.          Obtain and
maintain insurance, through solvent and reputable carriers, in sufficient types
and amounts and provide Viper with a copy of the certificate of insurance.


                                 
j.          Reimburse Viper
for any payment Viper makes to any retail financing institution relating to
dealer’s obligations under agreements with said financial institutions.


                                 
k.          Maintain a
flooring account with an approved financial institution with a credit line
sufficient to cover its orders.


                                 
1.          Promptly inform
Viper of any changes or proposed changes in state or local regulations and
legislation, of which Dealer is aware, relating to the Products and inform
Viper of any matters, of which Dealer is aware, indication a safety concern
regarding the Products.


                                 
m.          Comply with all
laws and regulations applicable to its business of selling Products and
maintain all necessary licenses and permits.


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n.          Sell Products
only to consumers purchasing Products for consumer use in the United States, or
to other authorized Viper dealers of products who at that time have an
effective Dealer Agreement for the product line with Viper itself. Dealer
agrees to refrain from selling or transferring products to anyone else
including, but not limited to, dealers not approved in writing by Viper.


                                 
o.          Communicate to
purchasers all safety and other information Viper requires it to communicate to
such purchasers, and take all other steps required by Viper regarding safety
matters, including but not limited to, cooperation with Product modification or
recall programs.


                                 
p.          Make no
representations, which are inconsistent with safety-related requirements
specified by Viper, to actual or prospective Product purchasers and comply with
all age recommendations as prescribed by state law. Dealer shall provide its
staff with adequate training to ensure compliance with this requirement.


                                 
q.          Maintain minimum
new working capital necessary for Dealer to conduct dealership operations under
this Agreement.


                                 
r.          Maintain records
for a minimum of five years of (i) all sales of Products, parts, or service;
(ii) all warranty records; and (iii) profit and loss statements of the Dealer.
Dealer shall make such records available to NMC for examination or audit upon
request.


        
            7.          Warranty.
   The Viper warranty on the Products shall be as set forth in the current
Viper Warranty program furnished to Dealer by Viper. SUCH WARRANTIES SHALL BE
THE ONLY WARRANTIES MADE OR DEEMED TO BE MADE TO ANY PERSON BY NMC AND ARE
EXPRESSLY IN LIEU OF ALL OTHER MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT. THE REMEDIES SET FORTH IN SUCH WARRANTIES SHALL
BE THE ONLY REMEDIES AVAILABLE TO ANY PERSON. Neither Dealer nor any other person
shall have authority to bind Viper to any other representation or warranty.
Dealer shall indemnify Viper for all losses, damages, liabilities, or expenses
(including but not limited to reasonable attorneys’ fees and litigation
expenses) which Viper may incur as a result of or in connection with any claim
under such warranty by reason of any act or omission of Dealer, its servants or
agents. Viper neither assumes nor authorizes anyone to assume for it any other
obligation or liability in connection with its Products, and Viper’s maximum
liability under the Viper Warranty Program is to repair or replace the Product.


                    8.          Trademarks.  
Dealer may use the trademark “Viper Motorcycle Company,” the logo,
“Viper Motorcycle Company’ and any other Viper trademarks authorized by Viper
in writing, in forms approved in writing by Viper, (the “Trademarks”), in
connection only with promotion, advertising, selling, and servicing of the
Products, and for no other purpose. Dealer shall not use the Trademarks in connection with any products
(whether or not for resale) that are not specifically authorized by Viper.
Dealer shall not use any of the Trademarks as a part of Dealer’s firm, trading,
or corporate name, and shall not display or use such Trademarks except in a
form or Manner approved by Viper in writing in advance. If Dealer for any
reason ceases to be an authorized dealer of the products, Dealer will
immediately cease all use of the Trademarks and will remove all signs bearing
such Trademarks use in connection with its business.


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                    9.          Certain
Reports.   Upon request, Dealer shall furnish Viper a
detailed written inventory of Products on hand, together with complete
information with respect to its sales of Products, including orders received;
shipments made, and unfilled orders on hand. Dealer also shall furnish to
Viper, on Viper’s request, additional written reports and copies of forms or
other documents in Dealer’s possession or under its control which Viper in good
faith believes will assist it in evaluating the market and/or Dealer’s
performance under this Agreement. Such reports shall be in forms specified by
Viper. Dealer also agrees to submit to Viper on request such financial
statements and other information relating to Dealer’s financial condition as
Viper may request. Dealer also agrees to submit, if requested by Viper, a
Business plan for Dealer’s operations.


                    10.          Viper
Motorcycle Company Duties.    Except as otherwise provided herein, Viper’s
duties shall be limited to:


                                 
a.          Providing parts
catalogs, service manuals, current servicing information, and such service
training, as Viper reasonably deems necessary to qualify Dealer’s employees to
service the Products. The time, place, and frequency of such training are to be
determined by Viper.


                                 
b.          Conducting annual
Dealer sales reviews, individually and in groups.


                    11.          Independent
Contractor.   Dealer for all purposes shall be an
independent contractor, and not an agent, employee, partner, joint venturer, or
franchisee of Viper. Dealer shall have the sole right to determine the manner
in which it performs its duties under this Agreement, except as otherwise
expressly provided in this Agreement. No fiduciary obligations are created by
this Agreement.


                    12.          Confidential
Information.    Viper has communicated and will communicate
to the Dealer valuable information with respect to the Products and the
servicing thereof, as well as promotional and advertising know-how and sales
merchandising information which Dealer agrees is of substantial value to
Viper’s business. Dealer acknowledges that such information is confidential,
and Dealer shall maintain its confidentiality and not disclose it to any other
party during or after the termination of this Agreement, and shall take
reasonable steps to prevent its employees, officers, agents, shareholders, or
partners from doing so.


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                    13.          Termination.


                                 
a.          Unless otherwise
terminated for any of the causes and in the manner specified in Sections 13(b),
(c) or (d) or any other section of this Agreement, this Agreement shall remain
in force from the date specified at the top of this Agreement until September
30, 2006, when it shall automatically expire, unless Viper shall give Dealer
written notice, prior to such date, of its intention to renew this Agreement
until the following September 30 and Dealer consents to such renewal in writing
within thirty (30) days thereafter. Viper Motorcycle Company’s offer to renew
shall occur only in the form of a letter signed by a duly authorized
representative of Viper expressly stating that it is an offer to renew, and
inviting Dealer accept such offer. Requests for sales projections for future
periods, requests for orders for future periods, invitations to annual or other
conventions or meetings, or any other act whatsoever other than the specified
written notice, shall not constitute an offer to renew this Agreement. Nothing
shall prohibit Viper from offering to renew upon terms and conditions different
from or additional to the terms and conditions of this agreement.


                                 
b.          If any of the
following events occur, Viper has the absolute right, in its sole discretion
pursuant to its business judgment, upon ten (10) days written notice, terminate
this Agreement, except that no advance notice shall be required as to Sections
13 (b) (i) or (v):


	
   

  	
   

  
	
   

  	
  (i)
            Dealer becomes
  insolvent, or a petition in bankruptcy is filed, or Dealer makes a general
  assignment for the benefit of creditors, or if a receiver or trustee is
  appointed for any significant portion of Dealer’s property, or if a petition
  for dissolution or for an assignment or for the reorganization of its affairs
  is filed; or

  
	
   

  	
   

  
	
   

  	
  (ii)
           There is any
  material adverse change in the financial position of Dealer which Viper
  believes may impair its prospect of receiving timely and full payment of may
  increase Viper’s own financial risk; or

  
	
   

  	
   

  
	
   

  	
  (iii)
          There is, without
  Viper’s prior written approval, any change in Dealer’s facility location or
  in Dealer’s executive management, ownership, or control; or

  



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                         (iv)     Refusal
  by Dealer to timely furnish sales, service, or financial information, or to
  permit Viper’s examination or audit of Dealer’s accounts and records: or

  
	
   

  	
   

  
	
   

  	
                         (v)      Any
  finding by a governmental agency or court or a settlement or plea arising
  from charges that Dealer, or predecessor of Dealer owned or controlled by the
  same person, committed a misdemeanor or unfair or deceptive business practice
  or a felony, which in Viper’s sole business judgment may adversely affect the
  reputation or interests of Viper; or

  
	
   

  	
   

  
	
   

  	
                         (vi)     Failure
  of Dealer to maintain a line of credit pursuant to paragraph 6(k) above; or

  
	
   

  	
   

  
	
   

  	
                         (vii)    Failure
  of Dealer to timely pay its obligations to Viper; or

  
	
   

  	
   

  
	
   

  	
                         (vii)    Failure
  of Dealer to conduct customary sales and service operations during customary
  business hours for 30 days; or

  
	
   

  	
   

  
	
   

  	
                         (viii)   Dealer
  materially breaches any provision of this Agreement. No provision of this
  Agreement indication that a particular breach or default shall be deemed
  material is intended to imply that other breaches or defaults not so
  identified shall not also be considered to be material.

  



                                    c.     If
Viper, in its sole business judgment, determines that Dealer’s facility at the
Authorized Location is not acceptable, or that Dealer has failed to adequately
perform its sales or service responsibilities, Viper shall notify Dealer of the
nature of which Dealer will have the opportunity to correct the failure. If
Dealer does not correct the failure by the expiration of the period, Viper may
terminate this Agreement by giving the Dealer 60 days advance written notice.
This paragraph does not apply to the reasons for termination set forth in
paragraph 13(b) (i)–(ix) above.


                                    d.     Upon
termination or nonrenewal of this Agreement by either party, for any reason
whatsoever, all Dealer’s rights and privileges hereunder shall cease and
terminate immediately. Dealer shall nevertheless remain obligated under the
provisions of the Agreement, which by their express terms or by implication
survive termination or nonrenewal. All indebtedness of Dealer to Viper shall become
immediately due and payable. Dealer and Dealer’s guarantors shall also remain
obligated under any agreements between it or them and Viper or a financing
institution with respect to the financing of its purchase of Products. Dealer,
at its expense, promptly shall return to Viper all service or other manuals and
promotional and advertising materials (including but not limited to indoor and outdoor signs
and logos) provided by Viper hereunder.


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                                    e.     Viper
Motorcycle Company will repurchase Dealer’s inventory of current model new,
unused and undamaged Viper motorcycles in crates, motorcycle parts and
accessories, for the current and the immediately preceding two (2) model years,
and the current year’s model motorcycle clothing, provided that (i) Viper
elects not to renew this Agreement under Section 13 (a), (ii) Dealer is not in
default to Viper or to any financing institution, (iii) Dealer has paid any
sums due Viper, and (iv) Dealer releases Viper (in form and substance satisfactory
to Viper) from all claims and liabilities, except future warranty claims. All
such repurchased Products shall at delivery be free and clear of all liens,
security interests, claims, or other encumbrances of any kind. If Viper does
not purchase all of the Products owned by Dealer upon any such nonrenewal, then
Dealer may sell the balance of any such Products on hand.


                                    f.     Within
Thirty (30) days after termination or nonrenewal of this Agreement, Dealer
shall assign and transfer to Viper or its designee such unfilled orders and
contracts, together with any advance payments thereon, for the purchase of
Products from Dealer as Viper or such designee elects to accept. Viper shall
have no obligation to reimburse Dealer for any expenses in procuring such
orders.


                                    g.     Should
any provision of the Section 13 be inconsistent with any applicable law
protecting Dealer, Dealer agrees to waive any and all rights and remedies it
may have under such law to the extent it may waive such rights and remedies.


                          14.     Limitation
of Remedies.


                                    a.     No
party terminating or failing to renew this Agreement in accordance with its
terms shall by reason of such termination or failure to renew be liable to the
other for compensation, reimbursement, or damages of any kind relating to such
termination or nonrenewal, whether for expenditures, investments, losses, lost
profits, or commitments in connection with the business or goodwill of the
other party, or otherwise.


                                    b.     In
the event of the failure of either party to fulfill any of its obligations
hereunder, the exclusive remedy of the other party shall be to request that
such obligation be fulfilled and, if that does not occur promptly thereafter,
to terminate this Agreement, and where appropriate pursue arbitration under
paragraph 18 below. Neither party shall have any liability to the other for
damages for any violation of the terms of this Agreement except for monies due
hereunder and neither party shall have any liability to the other for lost
profits, loss of good will, or other incidental or consequential damages. The
foregoing limitation on liability does not apply to the indemnity provisions of
paragraphs 7 and 17.


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                                    c.     
Either party may bring no action, regardless of form, or request for
arbitration arising out of this Agreement more than two (2) years after the
cause of action or claim has arisen, or in the case of a claim for nonpayment,
more than two (2) years from the date payment was due. 


                          15.     Force Majeure and Suspension of Performance for
Breach. Viper Motorcycle Company shall not be liable to
any person for any delay in delivery or for non-delivery caused in whole or in
part by the occurrence of any contingency beyond the control of Viper.
Additionally, if Dealer is at any time in breach (whether or not such breach is
material) of any obligation to Viper under this or any other agreement between
them or between Dealer, the financier of inventory, Viper may without notice
suspend its own performance under this and/or such other agreements until such
breach is cured, in addition to exercising any other rights and remedies Viper
may have with respect to such breach. 


                          16.     
Notices. All notices required or permitted by this
Agreement shall be addressed to the recipient at the address designated above,
or any other address hereafter designated in writing by the recipient, shall be
in writing (except where otherwise expressly permitted by this Agreement) and
shall be either hand delivered, or sent by facsimile or first class mail,
correct postage prepaid. Such notices shall be considered given when given
orally (if oral notice is permitted), hand delivered, confirmation is received
of the facsimile transmission or mailed, as the case may be. 


                          17.     Indemnity.  Dealer will
defend, indemnify, and hold Viper harmless from and against any and all claims,
loss, damage, liability, and expense relating to or arising out of any breach
of this Agreement by Dealer or relating to any other act or omission of Dealer
or any of its employees or agents. This provision shall survive termination or
nonrenewal of this Agreement by any party for any reason. 


                          18.     Arbitration.


                                    a.     All
disputes, controversies, and claims arising out of or in connection with the
execution, interpretation, performance, nonperformance, or breach (including
without limitation the validity, scope, enforceability, and voidability under
any statute, regulation, ordinance, or ruling), or termination or nonrenewal of
this Agreement, or of any provision of this Agreement (including without
limitation this arbitration provision and the arbitrability of any issue), or
arising out of or in connection with any claimed duty, right, or remedy
(whether arising under this Agreement or any statute, regulation, ordinance, or
other rule of law or otherwise) relating to any of the foregoing, shall be
solely and finally settled by arbitration in Minneapolis, Minnesota in
accordance with the United States Arbitration Act (9 U.S.C. 1 et. Seq.),
and the rules of the American Arbitration Association relating to commercial
arbitration. There shall be a single arbitrator who shall be a lawyer with at
least five years of significant experience related to business law. The arbitrator shall have the right
to award or include in any award the specific performance of this Agreement;
provided, that the arbitrator shall not have the right to issue any award or
include in any award any relief which is more than could be awarded by a
federal or state court located in the State of Minnesota. Viper shall have the
right to prevent or remedy a material breach of this Agreement by the Dealer if
such breach could materially impair the goodwill associated with the Viper
trademarks or names. Viper Motorcycle Company shall be entitled without bond to
the entry of temporary restraining orders and temporary and permanent
injunctions relating to the latter.


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                                    b.     The
arbitrator’s decision or award shall be fully and finally binding on the
parties and the parties waive all respective rights to further appeal or
redress in any other forum as to matters decided by such arbitratory, except
solely for the purpose of obtaining execution of the decision and award
rendered by the arbitrator, and except and permitted by 9 U.S.C. subsections 10
and 11. The parties agree that judgment upon the award of the arbitratory may
be entered in any court having jurisdiction over the losing party or its
assets. The arbitrator shall divide all costs (other than attorney’s fees)
incurred in conducting the arbitration in the final award in accordance with
what he or she deems just and equitable under the circumstances. Viper and
Dealer shall fully perform this Agreement during the pendency of any
arbitration proceeding, except any proceeding relating to any cancellation,
termination, or nonrenewal of this Agreement.


                                    c.
     The parties agree to facilitate arbitration by:


	
   

  	
   

  
	
   

  	
  (i)     promptly making
  available to one another and to the arbitrator for inspection and copying all
  documents, books, and records required by the arbitrator to be made
  available; and

  
	 

	
   

  	
  (ii)    observing strictly
  the time periods established by the arbitrator for the submission of evidence
  and of briefs and the holding of hearings.

  



                                    d.     If
either party asserts in any forum a claim, counterclaim, or defense, the
subject matter of which, under statute or current judicial decision is
nonarbitrable for public policy reasons, the parties agree that any legal proceedings
relating to such nonarbitrable matters shall be stayed pending the decision and
award of the arbitrator with respect to matters which are subject to
arbitration. Any such nonarbitrable cause of action arising between the parties
shall be brought only in a court having jurisdiction and venue in Minneapolis
Minnesota.


                                    e.     This Section 18 shall survive termination or nonrenewal of this Agreement by either party for any reason.


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                          19.     Miscellaneous.


                                    a.     Dealer
shall not assign, or sell any part of its rights or

obligations under this Agreement or the ownership of
Dealer without the prior written consent of Viper. Any attempt to do so without
such prior written consent shall be wholly void and without effect. If Dealer
wishes to change ownership, it must submit a proposal to Viper in writing,
using the forms supplies by Viper, at least 60 days prior to the effective date
of such change. Viper has the right, in its sole discretion pursuant to its
business judgment, to approve or disapprove such a change. If Dealer submits a
proposal for a change of ownership, Viper shall have a right of first refusal
to purchase the dealership assets regardless of whether the proposed buyer is
qualified to be a dealer. Viper Motorcycle Company will have a reasonable
opportunity to inspect the assets, including real estate, before making its
decision. Viper may assign any rights or obligations under this Agreement to
any affiliated or successor company, and will provide Dealer written notice of
such assignment or delegation. Such assignment shall not relieve Viper of
liability for the performance of its obligations under this Agreement. This
Agreement shall be binding upon and inure to the benefit of the permitted
successors and assigns of Dealer and the successors and assigns of Viper. This
Agreement is not enforceable by any third parties and is not intended to convey
any rights or benefits to anyone who is not a party to this Agreement.


                                    b.     If
any part of this Agreement is held by the final order of any court, tribunal,
or administrative agency having jurisdiction over this Agreement of the subject
matter hereof to be invalid, contrary to the law or public policy, or otherwise
enforceable, such part or parts shall be severed here from to the minimum
extent necessary to avoid such invalidity or illegality and such severance
shall not affect any other part of parts of this Agreement.


                                    c.     Dealer
is responsible for all local, state, and federal or other applicable taxes and
tax returns related to its dealership business and will hold Viper harmless
from any related claims or demands made by any taxing authority.


                                    d.     This
Agreement and the enforcement hereof shall be governed by the internal laws
(but not the choice or conflicts of law rules) of the State of Minnesota. This
provision shall survive the termination or nonrenewal of this Agreement by any
party for any reason.


                                    e.     The
following agreements and undertakings are hereby incorporated into Agreement:














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                                    f.     
This Agreement cancels and supersedes all
prior written and unwritten agreements and understandings between the parties
pertaining to the matters covered in this Agreement. No obligations, agreements
or understandings shall be implied from any of the terms and provisions of this
Agreement, all obligations, agreements and understandings with respect to the
subject matter hereof being expressly set forth herein. The parties in entering
into this Agreement forth herein, relied upon no representations or statements,
other than those expressly set. No modifications or waiver of, addition to, or
deletion from the terms of the Agreement shall be effective unless reduced to
writing and signed by Dealer and a representative of Viper authorized to
execute this Agreement. No waiver of any particular breach shall be deemed to
apply to any other breach, whether prior or subsequent to the waiver. No
provision of any purchase order submitted by Dealer shall be binding on Viper,
even if accepted by Viper, other than quantity and description, and even those
provisions shall be subject to alteration by Viper as elsewhere provided in
this Agreement.


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