Viper Powersports, Inc. Exhibit 10.3 to Form 10-SB






Exhibit 10.3  




VENDOR AGREEMENT


          This
Vendor Agreement (“Agreement”) is made as of May 29, 2003 between
GE Commercial Distribution Finance Corporation (“CDF”), having a principal
place of business at 655 Maryvilla
Centre Drive. St. Louis, Missouri 63141, and Viper Motorcycle Company (“Vendor”),
having a principal place of business located at 5733 International Parkway,
New Hope, MN 55428.


          Vendor
sells various products (“Merchandise”) to dealers and/or distributors
(individually and collectively “Dealer”) who may require financial assistance
in order to make such purchases from Vendor. To induce CDF to finance
acquisition of Merchandise by any Dealer and in consideration thereof, Vendor
and CDF agree that 


          1.     Vendor’s Warranties. Whenever a Dealer
requests the shipment of Merchandise from Vendor and that CDF finance such
Merchandise, Vendor may deliver to CDF an invoice(s) describing the
Merchandise. By delivery of an invoice, Vendor warrants the following:


	
   

  	
   

  
	
   

  	
            a.     That
  Vendor transfers to Dealer all right, title and interest in and to the Merchandise so described,
  contingent upon CDF’s approval to finance the transaction:

  
	
   

  	
   

  
	
   

  	
            b.     That
  Vendor’s title to the Merchandise is free and clear of all liens and
  encumbrances when transferred to Dealer:

  
	
   

  	
   

  
	
   

  	
            c.     That
  the Merchandise is in salable condition suitable for ordinary retail sale,
  free of any defects:

  
	
   

  	
   

  
	
   

  	
            d.
      That the Merchandise is the subject of a
  bonafide order by Dealer placed with and accepted by Vendor, and that Dealer
  has requested the transaction be financed by CDF; and

  
	
   

  	
   

  
	
   

  	
            e.     That
  the Merchandise subject to the transaction has been shipped to Dealer not more
  than ten (10) days prior to the invoice date.

  
	
   

  	
   

  



          If
Vendor breaches any of the above-described warranties, Vendor will immediately:
(i) pay to CDF an amount equal to the total unpaid balance (being principal and
finance changes) owed to CDF on all Merchandise related to the breach; and (ii)
reimburse CDF for all costs and expenses (including, but not Limited to,
reasonable attorneys’fees) incurred by CDF as a result of the breach.


          2.     Financing of Merchandise. CDF will only be bound to finance Merchandise which CDF has accepted to finance (such
acceptances will be indicated by CDF’s issuance of an approval number, draft or
other instrument to Vendor in payment of the invoice, less the amount of CDF’s
charges as agreed upon from time to time) and only if: (a) the Merchandise is
delivered to Dealer within thirty (30) days following CDF’s acceptance: (b) CDF
has received Vendor’s invoice for such Merchandise within ten (10) days from
the date of delivery of the Merchandise to Dealer: (c) CDF’s approval number is
on the invoice: and (d) CDF has not revoked its acceptance prior to the
shipment of the Merchandise to Dealer. With respect to any invoice, if CDF has
not advanced funds within forty-five (45) days of CDF’s issuance of an approval
number for such invoice, the invoice shall be deemed not received by CDF and
CDF shall not be bound to finance such Merchandise.


          3.     Purchase of Merchandise.
Whenever CDF deems it necessary in to sole discretion to repossess or if CDF
otherwise comes into possession, actual or constructive, of any Merchandise in
which it has a security interest or other lien, Vendor will purchase such
Merchandise from CDF at the time of CDF’s repossession or
other acquisition of possession in accordance with the following terms and
conditions:


1















	
   

  	
   

  
	
   

  	
            a.     Vendor
  will purchase such Merchandise, regardless of its condition, at the point where CDF repossesses it or where
  it otherwise comes into CDF’s possession;

  
	
   

  	
   

  
	
   

  	
            b.     The
  purchase price Vendor will pay to CDF for such Merchandise will be due and
  payable immediately in full, and will be an amount equal to (i) the total
  unpaid balance (being principal and finance charges) owed to CDF with respect
  to such Merchandise, or Vendor’s
  original invoice price for such Merchandise, whichever is greater, and (ii)
  all costs and expenses (including, but not limited to, reasonable
  attorneys’fees) paid or incurred by CDF in connection with the repossession
  of such Merchandise; and

  
	
   

  	
   

  
	
   

  	
            c.     Vendor
  shall not assert or obtain any interest in or to any Merchandise acquired by
  Vendor until the purchase price therefor is paid in full.

  



          4.     Additional Terms of Purchase. In
addition to Vendor’s obligations set forth above, if CDF at any time repossesses
or otherwise comes into possession of any Merchandise from any Dealer who
received the Merchandise from a third party and not directly from Vendor,
Vendor shall purchase such Merchandise from CDF on demand, in accordance with
the terms set forth above in Section 3: provided, however. (a) CDF will
first request such third party to purchase such Merchandise from CDF; and (b) if
such third party fails to immediately purchase such Merchandise from CDF,
Vendor shall immediately purchase such Merchandise and pay CDF a purchase price
therefor in an amount equal to the total unpaid balance (being principal and
finance charges) owed to CDF with respect to such Merchandise and all costs and
expenses (including, without limitation, reasonable attorneys’fees) paid or
Incurred by CDF in connection with its repossession of such Merchandise, but in
no event will Vendor’s liability with respect to any item of such Merchandise
exceed Vendor’s invoice price for such item.


          5.     Extension of Time: Waivers. CDF
may extend the time of a Dealer in default to fulfill its obligations to CDF
without notice to Vendor and without altering Vendor’s obligations hereunder.
Vendor waives any rights it may have to notice of nonpayment, nonperformance,
dishonor, the amount of indebtedness of a Dealer outstanding at any time, any
legal proceeding against a Dealer, and any other demands and notices except as
required by law, and any rights it may have to require CDF to proceed against a
Dealer or the Merchandise or to pursue any other remedy in CDF’s power.
Vendor’s liability to CDF is direct and unconditional and will not be affected
by any change in the terms of payment or performance of any agreement between
CDF and Dealer, or the release, settlement or compromise of or with any party
liable for the payment or performance thereof, the release or non-perfection of
any security interest granted CDF in any agreement between CDF and Dealer, any
change in Dealer’s financial condition, or the interruption of business
relations between CDF and Deafer.


          6.     Expenses; Release of Information.
Vendor will pay all CDF’s expenses (including, but not limited to, court costs,
arbitration fees and reasonable attorneys’fees) in the event CDF is required to
enforce its rights against Vendor. Vendor will release to CDF any credit
financial or other information on any Dealer upon each request by CDF. Vendor
will immediately notify CDF if Vendor reasonably believes that Dealer has
violated the terms of any franchise, permission, license or right to sell or
deal in the Merchandise.


          7.     Invoices.
Invoices submitted to CDF by Vendor should Indicate that the Merchandise is
“Sold to (Name of Dealer) and “Financed by GE Commercial Distribution Finance
Corporation.” However, if Vendor’s
invoices read “Sold to GE Commercial Distribution Finance Corporation”, and, regardless of the invoice. Vendor acknowledges
and agrees that CDF is not purchasing Merchandise, but is only financing said
Merchandise for Dealer.


2















          8.     Successors
and Assigns: Obligations. This Agreement will be binding upon and incure
to the benefit of CDF’s
successors and assigns. Vendor cannot assign this Agreement without CDF’s prior
written consent. CDF may perform or cause to be performed any or all of its
obligations hereunder by any of its subsidiaries and/or affiliated companies.
Vendor’s obligations under this Agreement inure to the benefit of any of CDF’s
subsidiaries and/or affiliated companies.


          9.     Events of Default. The
occurrence of any of the following events shall be deemed an “Event of Default”
under this Agreement (a) Vendor’s failure to pay when due any amount owed CDF
hereunder or under any other agreement between CDF and Vendor; (b) Vendor’s
failure to perform or observe any covenant, term or provision hereunder or
under any other agreement between CDF and Vendor; (c) termination or impairment
of any guaranty of Vendor’s obligations hereunder; (d) Vendor shall cease
existence as a corporation, partnership, limited liability company or trust, as applicable; (e) Vendor ceases or suspends
business; (f) Vendor makes a general assignment for the benefit of creditors;
(g) Vendor becomes insolvent or voluntarily or involuntarily becomes subject to
the Federal Bankruptcy Code, any state insolvency law or any similar law; (h)
any receiver is appointed for any assets of Vendor; (I) Vendor sells, transfers
or assigns all or substantially all of its assets; (j) Vendor merges its
business with another business, regardless of whether Vendor is the surviving
entity; or (k) there is any material adverse change in Vendor’s financial
condition.


          10.     Remedies Upon Default. Upon the
occurrence of any Event of Default, CDF shall have the right, at CDF’s option,
to immediately exercise one or more of the following remedies: (a) refuse to
extend any further financing to Dealers; (b) terminate the Agreement; or (c)
exercise any other rights it may have under the laws of the state governing
this Agreement.


          11.     Termination. Either party may terminate
this Agreement by notice to the other in writing, the termination to be
effective thirty (30) days after receipt (which receipt is presumed to be five
(5) business days after the same is sent) of notice by the other party provided,
however, that CDF may terminate this Agreement immediately if an Event
of Default has occurred. In any event, no termination of this Agreement will
affect any of Vendor’s (or its assignees, whether permitted or unpermitted)
liability with respect to any financial transactions entered into by CDF with
any Dealer prior to the affective date of termination, including, without
limitation, transactions that will not be completed until after the effective
date of termination.


          12.     Miscellaneous.
Vendor will notify CDF of any change in its name or business structure. Vendor
waives notice of CDF’s acceptance of this Agreement. This Agreement is not
intended, nor shall it be deemed to, directly or indirectly, benefit any person
of entity, including any Dealer, who is not a party hereto. If at any time any
one or more of the provisions of this Agreement becomes invalid, illegal or
unenforceable in any respect under any law, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be
affected or impaired thereby. CDF’s failure to exercise any rights granted
hereunder shall not operate as a waiver of those rights. The rights of CDF
under this Agreement are cumulative, may be exercised as often as it considers
appropriate, and are in addition to its rights under the general law.


          13.     No
Oral Agreements.
There are no oral or unwritten agreements between CDF and Vendor regarding the
subject matter hereof. Vendor and CDF acknowledge and agree that all agreements
and understandings between them are set forth in this Agreement and any terms
letter(s) executed in connection herewith (as the same may be revised from time to time without necessitating an
amendment of this Agreement) (“Terms Letter(s)”) or in any other writing
between the parties relating hereto. The Terms Letter(s) are hereby
incorporated into this Agreement by reference and form a part of this
Agreement.


3














14.     BINDING ARBITRATION. Any
controversy or claim arising out of or
relating to this Agreement, the relationship resulting in or from this
Agreement, the breach of any duties hereunder or any other relationship,
transaction or dealing between the parties (collectively “Disputes”) will be
settled by binding arbitration in accordance with the Commercial Arbitration
Rules of either. (a) The American Arbitration Association (“AAA”): or (b)
United States Arbitration & Mediation (“USA&M”). The party first filing
an arbitration claim shall designate which arbitration forum and rules are to
be applied for all disputes between the parties. The arbitration rules are
found at www.adr.org for AAA, and at www.usam-midwest.com. for
USA&M. AAA claims may be filed in any AAA office. Claims filed with
USA&M shall be filed in their Midwest office located at 720 Olive Street,
Suite 2020, St. Louis, Missouri 63101. Notwithstanding the foregoing, the
parties agree that either party may pursue claims against the other that do not
exceed Fifteen Thousand Dollars ($15,000) in the aggregate in a court of
competent jurisdiction. Except as otherwise stated herein, all notices,
arbitration claims, responses, requests and documents will be sufficiently
given or served if mailed or delivered: (a) to CDF at 655 Maryville Centre
Drive, St. Louis, Missouri 63141-5832, Attention: General Counsel; and (b) to
any other party at the address specified herein; or such other address as the
parties may specify from time to time in writing. The parties agree that all arbitrators selected will be attorneys
with at least five (5) years secured transactions experience. Each party hereby
consents to a documentary hearing for all arbitration claims, by submitting the
dispute to the arbitrator(s) by written briefs and affidavits, along with
relevant documents. However, arbitration claims will be submitted by way of an
oral hearing, if any party requests an oral hearing within forty (40) days
after service of the claim, and that party remits the appropriate deposit for
AAA’s fees and arbitrator compensation within ten (10) days of making the
request. The site of all oral arbitration hearings will be in the Division of
the Federal Judicial District in which AAA or USA&M maintains a regional
office that is closest to Vendor. Any award rendered by the arbitrator(s) may
be entered as a judgment or order and confirmed or enforced by either party in
any state or federal court having competent jurisdiction thereof. Nothing
herein will be construed to prevent CDF’s or Vendor’s use of bankruptcy,
receivership, injunction, repossession, replevin, claim and delivery,
sequestration, seizure, attachment, foreclosure. and/or any other prejudgment
or provisional action or remedy relating to any Merchandise for any current or
future debt owed by either party to the other. Any such action or remedy will
not waive CDF’s or Vendor’s right to compel arbitration of any Dispute. The
non-prevailing party will pay all of the costs and expenses (including. without
limitation, reasonable attorneys’fees) incurred by the prevailing party in any
arbitration proceeding. If either party brings or appeals any judicial action to
vacate or modify any award rendered pursuant to arbitration or opposes the
confirmation of such award and the party bringing or appealing such action or
opposing confirmation of such award does not prevail, such party will pay all
of the costs and expenses (including, without limitation, court costs,
arbitrators fees and expenses and attorneys’fees) incurred by the other party
in defending such action. Additionally, if either party brings any action for
judicial relief in the first instance without pursuing arbitration prior
thereto, the party bringing such action for judicial relief will be liable for
and will immediately pay to the other party all of the other party’s costs and
expenses (including, without limitation, court costs and attorneys’fees) to stay
or dismiss such judicial action and/or remove it to arbitration. The failure of
either party to exercise any rights granted hereunder shall not operate as a
waiver of any of those rights. THE LAWS OF THE STATE OF MISSOURI WILL GOVERN THIS
AGREEMENT AND ALL TRANSACTIONS HEREUNDER AS TO INTERPRETATION,
ENFORCEMENT, VALIDITY, CONSTRUCTION, EFFECT AND IN ALL OTHER RESPECTS;
PROVIDED, HOWEVER, THAT THE FEDERAL ARBITRATION ACT (“FAA”), TO THE EXTENT
INCONSISTENT, WILL SUPERSEDE THE LAWS OF SUCH STATE AND GOVERN. This Agreement
concerns transactions involving commerce among the several states. The
arbitrators will not be empowered to award punitive damages. The agreement to
arbitrate will survive termination of this Agreement. IF THIS AGREEMENT IS
FOUND TO BE NOT SUBJECT TO ARBITRATION, EACH PARTY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE COURTS LOCATED WITHIN SUCH STATE AND AGREE THAT ALL LEGAL
PROCEEDINGS WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A
JUDGE WITHOUT A JURY. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY SUCH
PROCEEDING.


4













THIS CONTRACT CONTAINS
BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE WAIVER PROVISIONS.


	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
  Viper
  Motorcycle Company

  
	
   

  	
   

  	
 


  
	
  

  	
   

  	
  By:

  	
  

  
	
  

3

  	
   

  	
   

  	
  

2

  
	
  Robert O. Knutson 

  	
   

  	
  Name:

  	
  John L. Flebelkom

  
	
  Secretary

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GE
  COMMERCIAL DISTRIBUTION FINANCE 

  
	
   

  	
   

  	
  CORPORATION

  
	
   

  	
   

  	
   

  	
   


  
	
   

  	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
   

  	
  

  
	
   

  	
   

  	
  Name:

  	
  Paul
  R ???

  
	
   

  	
   

  	
  Title:

  	
  SR.
  VICE PRESIDENT

  







	
   

  	
   

  
	
  1

  	
  Name
  of Vendor

  
	
   

  	
   

  
	
  2

  	
  Signature
  of Vendor’s Authorized Representative, if Vendor is a corporation, an officer
  must sign

  
	
   

  	
   

  
	
  3

  	
  Signature of Vendor’s
  Secretary or Assistant Secretary, if Vendor is a Corporation; if Vendor is a
  Sole Proprietor, the signature must be either witnessed by a CDF employee or
  notarized; if Vendor is a member-managed Limited Liability Company, all
  members must sign and the signature must be either witnessed by a CDF
  employee or notarized; if Vendor is a Partnership, also complete the Partnership
  Certificate - Vendor Agreement; If Vendor is a Limited Liability Company,
  also complete the Limited Liability Company Certificate - Vendor Agreement

  



DO NOT COMPLETE THE NOTARY BELOW, IF VENDOR IS A
CORPORATION


NOTARY STATEMENT


On
this ____ day of _____________, 20 _____________________, before me, the
subscriber, a Notary Public, personally appeared________________________________ known to me to be the person(s)
described in and who executed  the above Vendor
Agreement, and who acknowledged, the execution thereof to be their free act and deed.


	
   

  	
   

  
	
   

  	
  Notary
  Public: __________________________

  
	
  
My
  Commission Expires: ____________________, 20_____

  	
  
(SEAL)

  



5















(SEAL)


___________________________________________________________GE Commercial Distribution Finance


GE Commercial Distribution Finance Corporation


???


May
29, 2003


Viper
Motorcycle Company 
5733 International Parkway 
New Hope, MN. 55428


Dear
John L. Flebelkom:


As
we discussed, I have outlined
the following financing terms, which will apply to the inventory-financing program
for motorcycles (manufactured/distributed) by Viper Motorcycle Company financed by General
Electric Commercial Distribution Finance. (GE CDF) 


	
   

  	
   

  
	
  Program
  Name:

  	
  Viper
  Motorcycle Company Zero, 30, 60 and 90 Day Plans

  
	
   

  	
   

  
	
  Program
  Effective:

  	
  Ongoing

  
	
   

  	
   

  
	
  Eligible ___:

  	
  G5 CDF Approved Viper Dealers

  
	
   

  	
   

  
	
  Subsidized Flooring
  Period:

  	
  Zero,
  30*, 60**, 90***

  
	
   

  	
   

  
	
  Funding:

  	
  15 days

  
	
   

  	
   

  
	
  Electronic Payment System
  (EPS):

  	
  Yes

  
	
   

  	
   

  
	
  Discount Rate:

  	
  0%, .90%*, 1.70%**, 2.40%***

  
	
   

  	
   

  
	
  Prime
  Adjustment:

  	
  The
  discount rate increases or decreases
  4 basis points with each corresponding 30 basis points increase or decrease in the prime rate.

  
	
   

  	
   

  
	
  Current
  Prime Rate:

  	
  4.25%

  
	
   

  	
   

  
	
  Definition
  of Prime:

  	
  Prime means the highest prime
  rate or reference rate of interest publicly announced
  from time to time by Chase Manhattan Bank, N.A. and Citibank, N.A., and such
  rate in effect on the last business day of any calendar month will be prime for
  the following calender month, subject to 6.00% minimum prime.

  
	
   

  	
   

  
	
  Advance Amount:

  	
  100%, 99.10%*, 98.30%**, 97.60%***

  
	
   

  	
   

  
	
  ???:

  	
  N/A

  
	
   

  	
   

  
	
  Maturity:

  	
  365
  days

  



Your invoices submitted to GE CDF should indicate that the
inventory is Sold to (Name of Dealer) and Financed by GE CDF. However, if your
invoices say Sold To GE CDF
Corporation, you hereby acknowledge the fact that GE CDF is not purchasing the
inventory, but is only financing the inventory
for the particular dealer. 














As you know, execution of
this ??? shall not form an enforceable contract between your company and GE CDF untill we have
executed a Vendor Agreement on terms that are ??? agreeable to both
parties. A fully executed Vendor Agreement is prerequisite to any ??? agreement between us.


If the above program terms
and acceptable, please sign and return this letter to my attention. If you wish
to discuss any elements of the program I can be reached at (630) 241-9703. My
fax number is (630) 241-4397.


Sincerely,


GE
CDF


	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  

  	
   

  
	
   

  	
  Michael A. ???

  	
   

  
	
   

  	
   

  	
   

  
	
  Title: 

  	
  Regional
  Sales Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  The terms as stated above are agreed to and accepted
  on this 29th day of May, 2003

  
	
   

  
	
  Viper
  Motorcycle Company

  	
  By:

  	
  

  



Page 2














	
   

  	
   

  	
   

  
	
  

  	
  Compass
  Bank

  	
  P.O. Box 4444

  
	
   

  	
   

  	
  Houston, Texas 77210-4444

  
	
   

  	
   

  	
  713 499-8645 / Fax 713
  499-8659

  
	
   

  	
   

  	
  Toll Free 888 627-8860 /
  Fax 888 627-8861

  
	
   

  	
   

  	
  www.compassweb.com

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  International Trade
Services 

  



AMENDMENT
TO LETTER OF CREDIT NO. S26434Z


DATE: FEBRUARY 8, 2005


	
   

  	
   

  
	
  APPLICANT:

  	
  BENEFICIARY:

  
	
  VIPER MOTORCYCLE COMPANY 

  	
  GE
  COMMERCIAL DISTRIBUTION

  
	
  5733 INTERNATIONAL PARKWAY

  	
  FINANCE CORPORATION

  
	
  NEW HOPE, MINNESOTA 55428

  	
  655 MARYVILLE CENTRE DRIVE

  
	
   

  	
  ST. LOUIS, MISSOURI 68141

  






	
   

  	
   

  
	
  AMENDMENT NUMBER ONE (1)

  	
   

  
	
   

  	
   

  
	
  GENTLEMEN:

  	
   

  



PLEASE BE ADVISED THAT THE SUBJECT LETTER OF CREDIT HAS BEEN
AMENDED AS FOLLOWS:


	
   

  	
   

  
	
  •

  	
  LETTER OF CREDIT AMOUNT HAS BEEN
  INCREASED BY USD100,000.00 (ONE HUNDRED THOUSAND AND NO/100 U.S. DOLLARS) TO
  A NEW TOTAL AMOUNT OF USD200,000.00 (TWO HUNDRED THOUSAND AND NO/100 U.S.
  DOLLARS).

  
	
   

  	
   

  
	
  •

  	
  LETTER OF
  CREDIT EXPIRY DATE HAS BEEN EXTENDED TO FEBRUARY 13, 2006.

  



THIS AMENDMENT IS TO BE CONSIDERED AS PART OF THE
ABOVE CREDIT AND MUST BE ATTACHED THERETO.


ALL OTHER TERMS AND CONDITIONS OF THE CREDIT REMAIN
UNCHANGED.


THIS CREDIT IS SUBJECT TO INTERNATIONAL STANDBY
PRACTICES, ISP98, AS PUBLISHED BY THE INSTITUTE OF INTERNATIONAL BANKING LAW
& PRACTICE, BEARING INTERNATIONAL CHAMBER OF COMMERCE (ICC) PUBLICATION NO.
590.






AUTHORIZED SIGNATURE 


TLC