Viper Powersports, Inc. Exhibit 10.1 to Form 10-SB






Exhibit 10.1  



Page 1 of 8 


ASSET PURCHASE AGREEMENT


          THIS
AGREEMENT, made and entered into effective this 27  day of March, 2005, by and between VIPER POWERSPORTS INC., a
Nevada corporation (“Powersports”) and THOR PERFORMANCE INC., a Minnesota
corporation (“Thor”).


          WITNESSETH,
WHEREAS Powersports is a publicly-trading
corporation which is in the process of merging with an active corporation
engaged in the business of developing, producing and marketing upscale
motorcycles under the Viper brand;


          FURTHER
WHEREAS Thor is a development stage company which has been engaged in
developing high performance V-Twin engine technology along with other engine
technology for engines other than V-Twin configuration; and Powersports has
offered to purchase all of the assets of Thor on the terms and conditions of
this Agreement; and


          FURTHER
WHEREAS Powersports and Thor now mutually desire to enter into this asset
purchase agreement whereby all assets of Thor will be exchanged for common
capital stock of Powersports.


          NOW
THEREFORE, for valuable consideration and upon the mutual representations,
warranties, covenants, conditions and understandings contained herein, the
parties hereby agree as follows:


          1. 
Plan of Asset Purchase - It is the agreement and intention of both
parties hereto that all of the assets of Thor shall be transferred, assigned
and sold to Powersports solely for capital common stock of Powersports as set
forth in this Agreement, it further being the intention and understanding of
both parties hereto that this asset purchase transaction shall qualify as a
tax-free reorganization under Section 368
of the Internal Revenue Code.


          2. Restricted
Securities -  All common stock of
Powersports issued incident to this asset purchase shall be “restricted
securities” as defined in federal securities laws, meaning that such shares
will not be registered under any securities laws or regulations, and must be
taken by Thor for long-term investment and not with a present view toward
further transfer, resale or other distribution thereof; and accordingly any
future transfer or disposition of such shares must be either i) registered
under relevant federal and state securities laws, or ii) exempt from such
registration under an appropriate exemption such as Rule 144 of the Securities
Act of 1933, as amended. All certificates issued and exchanged by Powersports
for the assets of Thor in this transaction will bear a standard restrictive
legend to evidence such investment intent of Thor.


          3.
Exchange of Stock for Assets -
Thor’s assets shall be exchanged solely for 2,996,575 common shares of
capital stock of Powersports, $.001 par value per share, after which
Powersports shall own all of the assets currently owned by Thor.


          4. Description
of Assets -  Assets of Thor being
purchased by Powersports in this transaction include but are not limited to
the following:


	
   

  	
   

  	
   

  
	
   

  	
  i.

  	
  All development technology,
  prototype development, intellectual property and related designs and
  drawings, any tooling and molds, equipment related to Thor development, and
  any other assets listed on Exhibit A hereto; 

  
	
   

  	
   

  	
   

  
	
   

  	
  ii.

  	
  any accounts receivable,
  loans receivable or advances receivable held by Thor;

  
	
   

  	
   

  	
   

  
	
   

  	
  iii.

  	
  all contract rights of Thor
  with third parties including development production contracts with MCD and
  outsource production contracts with PAS and its affiliated companies;

  
















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2 of 8




	
   

  	
   

  	
   

  
	
   

  	
  iv.

  	
  any office equipment and
  supplies owned by Thor; and v. cash on hand of Thor which shall include
  enough capital funds to complete the MCD development contracts.

  



          5. Effective
and Closing Date - The closing date of this asset purchase agreement shall
be on or before March 31, 2005, unless extended by mutual written consent of
both parties hereto. For accounting and auditing purposes, however, the
effective date of this transaction shall be March 31, 2005 even if there is
such an extension of the closing date.


          6. Delivery
of Common Stock - As of the Closing Date of this transaction, Powersports
shall submit an appropriate instruction letter to its independent transfer agent
which document shall instruct such transfer agent to issue certificates of
common stock of Powersports to Thor as required by this Agreement and dated as
of the effectiveness of this transaction.


          Powersports
also shall obtain a written representation from Thor to the effect and meaning
that Thor is receiving restricted securities of Powersports incident to this
transaction.


          After
delivery of such common stock to Thor, all of such common shares related to
this asset purchase shall be legally and validly issued, and fully paid and
nonassessable.


          7. Submission
of Agreement to Directors and Shareholders - Approval of this Agreement and
its asset purchase terms shall be obtained from the Board of Directors of
Powersports and from both the Board of Directors and share holders of Thor as
required by their respective bylaws and the governing corporate laws of Nevada
and Minnesota as the case may be. The Board resolution of Thor approving this
asset purchase shall also specify that this Agreement be submitted to Thor
shareholders for approval at a shareholder meeting to be held as required by
its bylaws and Minnesota corporate laws. Accordingly, the respective officers
of both constitution corporations hereto shall promptly prepare the necessary
documents, resolutions and notices required to effectuate this Agreement, with
the intention of both parties hereto that this transaction be deemed effective
March 31, 2005.


          8. Conduct
of Business of Powersports - Between the date of this Agreement and
effectiveness of this Agreement, Powersports shall conduct its business in the
normal and customary manner of a commercial enterprise in accordance with its
existing policies and practices and shall:


	
   

  	
   

  
	
   

  	
  i) preserve its
  business organization and business plan intact; ii) not sell any assets other
  than in accordance with its present business plan or in the ordinary course
  of business; iii) not incur any material obligations or liabilities except
  for working capital purposes; and iv) preserve all supplier, financial and
  dealer network relationships and contacts now existing.

  



          9. Conduct
of Business of Thor - Between the date of this Agreement and effectiveness
of this Agreement, Thor shall conduct its business and development in the
normal and customary manner of an early stage commercial enterprise in
accordance with its existing policies and practices and shall:


	
   

  	
   

  
	
   

  	
  i) preserve its
  business organization and business plan intact; ii) not enter into any
  further material development contracts or commitments without the written
  consent of Powersports; iii) not sell any material assets or technology
  without the written consent of Powersports; iv) not incur any material
  obligations or liabilities except for working capital purposes or to support
  ongoing development projects; and v) preserve all supplier, financial and
  dealer network relationships and contacts now existing.

  
















Page 3 of 8


          10. Consummation
of Transaction - Each corporate party hereto and their respective officers and
directors shall use their best efforts to cause all terms of their respective
obligations and transactions to complete and close this asset purchase
agreement, to be completed or satisfied as soon as possible, including but not
limited to obtaining all required consents, waivers, amendments, modifications,
approvals, authorizations and meetings.


          11. Due
Diligence Investigations - Between the date of this Agreement and the effective
date of this transaction, the parties hereto and their respective
representatives may make such investigation of each other and their respective
business records and financial affairs, assets and liabilities, and any other
matters as each of the parties deems necessary or advisable in furtherance of
this Agreement and its terms and conditions, including having access to the
premises and books of each other and documents setting forth any material
contract or transaction or financial record of each other at all reasonable
times; and the executive officers of each party hereto shall furnish to each
other whatever financial data and information and operational and development
information and technology with respect to each other as is reasonably requested by the other
party hereto.


          Neither
Powersports or Thor or any of their respective managements or representatives
shall disclose any private or confidential materials or information on the
other party which was obtained or discovered in connection with their
respective due diligence review and investigation of each other. In the event
this asset purchase transaction is not consummated for any reason whatsoever,
Powersports and Thor shall then return promptly any and all documents, papers,
intellectual property documentation, technology property, and any other written,
graphic or financial materials or records obtained by them incident to the due
diligence reviews and investigations carried on by either party hereto.


          12.
Representations and Warranties - Both parties hereto jointly and severally
represent and warrant to each other the following:


          a) all
respective outstanding capital stock of each corporation has been legally and
validly issued and is fully paid and nonassessable, and none of the outstanding
capital shares of either corporation hereto have been issued in violation of
any preemptive or similar rights, or in violation of any state or federal
securities laws or regulations.


          b) None
of the capital shares of either corporation is subject to any voting trust or
other such restrictive agreement which could restrict their future transfer.


          c) Neither
party hereto has any outstanding options or warrants, and none are contemplated
other than matters already disclosed to the other party hereto.


          d) Neither
party hereto owns, directly or indirectly, any shares of capital stock or other
equity interests of any other corporation or unincorporated business entity;
nor does either corporation hereto have any obligation, direct or indirect, to
purchase or subscribe for any such equity interest in a third party other than
the pending merger agreement between Powersports and Viper Motorcycle Company;
nor does either party hereto have any obligation to advance or loan money to a
third party person or entity.


          e) Each
party hereto is duly organized, validly existing and in good standing in its
state of incorporation, and each has full corporate power and authority to own
and operate their properties and assets and carry on any business currently
being conducted by each of them.


          f) 
This Agreement is a valid and binding agreement of each party hereto, and
compliance with the terms and conditions of this Agreement by each party hereto
will not result in (i) a breach or default of the Articles of Incorporation or
Bylaws of either party, (ii) a breach or violation under any lien, pledge,
security interest or other encumbrance on assets or activities to which either
party is subject, (iii) a breach or default of any term or provision of any
agreement, lease, contract, note, mortgage or other obligation of either
corporation or of any law, rule, ordinance or regulation, or governmental
judgment or decree or license to which either party is subject, unless such
breach is of a technical or minimal nature so as to not have a material adverse
effect on the financial condition, properties, business, future prospects or
results of operations of either party hereto.














Page 4 of 8




          g) Neither
corporation hereto is the subject of any pending litigation or governmental
proceedings not reflected in their respective written disclosures already
submitted to the other party incident to the negotiations for this Agreement;
and no litigation, claims, assessments or proceedings have been threatened
against either party hereto of a material nature or amount.


          h) The
officers executing this Agreement for each party hereto are duly authorized to
execute this Agreement on behalf of their respective corporate entities.


          i) All
financial statements which have been submitted to either party hereto by the
other party hereto for this asset purchase transaction, and any further
financial statements which may be provided by either party hereto, have been,
or will be, complete and accurate for the dates and periods indicated thereon
and fairly present the financial condition and operations for the periods
covered in such financial statements; and there are no material liabilities,
either fixed or contingent, not reflected in such financial statements.


          j) Neither
of the parties hereto have any material governmental taxes or assessments due
incident to its properties or business operations other than what has been
disclosed to the other party hereto on financial statements submitted to each
other.


          k) Each
party hereto has good and marketable title to any assets owned by it, free and
clear of all mortgages, liens or encumbrances thereon except for any reflected
in the financial statements of either party hereto.


          l) All
corporation record books, financial records and material corporate documents of
each party shall be made available to the other party hereto prior to the
closing of this merger transaction.


          m) Each
party hereto has complied with all state and federal laws and regulations
regarding their respective incorporations and past issuances and/or sales of
securities, and no contingent liability exists against either party hereto
regarding such incorporations or issuances of securities.


          n) Neither
corporate party hereto has any material outstanding debt other than what has
been disclosed- to the other party hereto in financial statements or other
written disclosure provided incident to this Agreement.


          o) As
of the date hereof, and as of the Closing Date, each corporate party hereto
will have, to the best of their respective knowledge and belief, disclosed to
each other all events, conditions, obligations and facts materially affecting
the business, affairs and prospects of each other; and neither party hereto has
now, nor will not as of the Closing Date, have withheld knowledge of any such
events, conditions, obligations or facts which it knows, or has reasonable
grounds to know, may materially affect its business, worth or future prospects.


          p) The
record of all issuances and transfers of common stock of Powersports have been
maintained by its independent transfer agent in good and current order and
reflects accurately the record ownership of all issued and outstanding common
stock of Powersports. Prior to closing of this Agreement, Thor will submit a
true and accurate record of all capital stock ownership of Thor which will
likewise reflect the record ownership of all issued and outstanding capital
stock of Thor in good, current and accurate order.


          q) Powersports
is in good standing with the National Quotation Bureau for inclusion of daily
quotes under the Pink Sheets quotation system in order to have current bid and
ask quotations on a current basis.















Page 5 of 8


          13. Mutual
Covenants - Powersports and Thor both hereby covenant, warrant and agree that
from the date hereof to the Closing Date of this merger transaction, unless
express written consent is obtained from the other party, each party shall:


          (i) conduct
their respective business and operations as planned at present and pursuant to
their current business plans disclosed to each other, and not outside the
normal and ordinary course of business;


          (ii) not
make any material increases in debt, contract, obligations or encumbrances
against any assets owned by either party, nor transfer or sell any of their
assets or properties;


          (iii) not
make any termination, change or violation of any lease, contract, license or
other commitment having a material adverse effect on the business or assets of
either party;


          (iv) neither
party shall declare any cash dividend or stock dividend; nor shall either party
make any distribution to shareholders of any kind by way of liquidation
dividend, partial distribution, redemption or otherwise;


          (v) pay
no bonuses or salary increases or extraordinary compensation to officers or
directors or representatives of either party, or enter into employment
agreements unless consented “to in writing by the other party hereto;


          (vi) not
make any loan, advance or material transaction with any officer or director or
affiliate or associate of either party hereto;


          (vii) make
no purchase of real property or material personal property other than in the
ordinary course of business;


          (viii) not
amend any bylaws or articles of incorporation or make any material changes in
accounting or financial practices or records unless pursuant to the terms or
intent and purpose of this Agreement;


          (ix) not
borrow any money unless consented to in writing by the other party; 


          (x) not
enter into any other business combination or letter of intent for a merger or
similar arrangement with a third party, or offer assets or capital stock’ to a
third party in contemplation of some type of business combination unless this
Agreement has been terminated by the parties hereto; and


          (xi) Each
party hereto warrants and’ represents hereby that- any information or data
supplied to the other party from the date hereof for the purpose of furthering
or consummating this business combination, shall not contain any statement
which, at the time and in the light of the circumstances under which it is
offered or made, is false or misleading with respect to any material fact.


          14.
Survival and Accuracy of Representations and Warranties - Prior to the closing
date of this Agreement, neither party hereto shall enter into any transaction
or take any action, and each party hereto shall use its best efforts to prevent
the occurrence of any event, which would result in any of the representations,
warranties or covenants contained herein or in any agreement or document
delivered pursuant hereto, not to be true and correct, or not to be performed
as contemplated, at and as of the time immediately after the occurrence of such
transaction or event.


          All
representations, warranties and covenants contained herein shall survive the
Closing Date of this Agreement and the consummation of the transactions hereby
for two years from the Closing Date hereof; provided, however, that no officer,
director or shareholder of either party hereto shall be liable personally for
any damages, claims, expenses or liabilities resulting from the inaccuracy or
incompleteness of any representation or warranty which is made in good faith.


          15. Closing
Conditions - Unless waived in writing, all obligations of the respective
parties hereto under this Agreement are subject to fulfillment of the following
conditions prior to or as of the Closing Date of this Agreement:














Page 6 of 8


          i)
the representations and warranties herein and in any documents or certificates
delivered hereto shall be true and correct in all material respects at and as
of the Closing Date as though such representations and warranties were made at
and as of such time;


          ii)
all conditions precedent to the consummation of this Agreement shall have been
satisfied or have been waived by the other party;


          iii)
Both parties shall have complied with and have performed all material terms of
this Agreement necessary to complete this business combination;


          iv)
this Agreement shall have been approved by the directors and shareholders of
each party hereto as required by their respective corporate laws;


          v)
All shares of capital stock issued pursuant to the stock issuance terms of this
Agreement shall be issued pursuant to all corporate action legally taken for
their issuance, and shall be legally and validly issued and fully paid, and
nonassessable after issuance, and shall be issued in whatever certificate
amounts are necessary to complete the stock issuances required by the terms
hereof, and all of such certificates shall be in proper form and amount and
shall bear the standard restrictive legend to satisfy the requirements of
securities laws regarding their exemption from registration;


          vi)
As of the Closing Date, neither party shall have any outstanding shares of
capital stock other than those already disclosed to the other party incident to
the entering into this Agreement;


          vii)
Each party hereto shall have completed its due diligence review of the
financial, corporate and business records and affairs of the other party and
shall further be satisfied with such due diligence reviews;


          viii)
There shall be no pending or threatened proceeding or action seeking to enjoin
or impair the consummation of this business combination in any material degree;


          ix)
There shall have been no material adverse change in the business or financial
condition of either corporate party hereto and


          x)
No material claim, suit, action or governmental proceeding shall be pending or
threatened against either corporate party hereto, which if adversely determined
would prevent or materially hinder the consummation of this business
combination, ‘or result in the payment of material damages as a result thereof.


          16.;
Expenses of Parties; No Finder Involved - Each party hereto shall pay its
respective legal and other incidental expenses incident to the negotiation,
entering into and consummation of this business combination; and each party
hereto shall also pay any accounting expenses necessary to provide due
diligence financial records and information to the other party hereto relating
to this agreement.


          Each
party hereto represents hereby that no finder or similar person is involved in
this business combination, and each party accordingly further represents that
it owes no fees to any “finding” person relating to this Agreement and asset
purchase transaction.


          17. Closing
- Upon the closing of this Agreement, the following transactions shall occur or
have occurred, all of which shall be deemed to be simultaneous:

          a) Powersports
shall have delivered appropriate instructions to independent transfer agent to
cause the amount of capital stock of Powersports to be set aside with stock
certificates available therefore, in order to cover the issuance of all common
stock for assets exchange under this Agreement; and


          b) If
required by either party hereto, each party shall deliver to the other party at
Closing a Certificate of CEO and Certificate of Incumbency which may be on the
same document) certifying that all representations and warranties made in this
Agreement by such party are true and correct as of the Closing Date, and
further certifying and including the current signatures of all officers and
directors of the party; and














Page 7 of 8



          c) Each corporate
party hereto shall deliver at Closing certified copies of the resolutions of
the respective Boards of Directors and Shareholders of such party adopting and
approving this Agreement and business combination; and


          d)
Each party hereto also shall furnish the other party with whatever instruments
and documents are required to be delivered pursuant to this Agreement, or which
may be reasonably requested by the other party in furtherance of the intent and terms of this Agreement.


     18.
Termination - This Agreement and the transactions contemplated hereby may be
terminated prior to Closing Date as follows:

	
   

  	
   

  	
   

  
	
   

  	
  i)

  	
  by written mutual consent
  of both parties hereto; or

  
	
   

  	
   

  	
    

  
	
   

  	
  ii)

  	
  by either party hereto, if
  there has been a material misrepresentation or breach of the warranties
  herein of a material nature by the other party hereto; provided, however,
  that if such breach is cured by the breaching party within 10 days of written
  notice thereof to the breaching party from the other party hereto, it shall
  not constitute grounds for termination; or

  
	
   

  	
   

  	
    

  
	
   

  	
  iii)

  	
  by either party hereto if
  a material term of the closing conditions or conditions precedent (if any)
  are not satisfied, unless the party not required to perform such condition
  has waived its performance in writing; or iv) by either party hereto if the
  closing has not taken place by April 30, 2005,.

  




     19. General -


          I.
Notices - Any and all notices required hereunder shall be in writing and
hand-delivered or sent by certified mail, postage prepaid, as follows:




	
   

  	
   

  
	
  If to Powersports:

  	
  If to Thor:

  
	
   

  	
   

  
	
  John Provo, CEO &
  Director

  	
  Garry Lowenthal, CFO 

  
	
  3960 Lake Curve 

  	
  1836 North Prior Ave.

  
	
  Robbinsdale, MN 55422

  	
  Falcon Heights, MN 55113

  





	
   

  	
   

  
	
   

  	
           II.
Severability - If any part of this Agreement is deemed to be invalid or
unenforceable for any reason, the balance of this Agreement shall remain in
full force and effect.


 
	
   

  	
    

  
	
   

  	
          III.
Waiver - Any failure on the part of either party hereto to comply with or
satisfy any term or condition of this Agreement may be waived in writing by the
other party hereto.

  
	
   

  	
    

  
	
   

  	
          IV.
Entire Agreement - This Agreement constitutes the entire agreement and
understanding of the parties hereto relating to this Asset Purchase Agreement,
and supersedes and cancels any prior written or oral agreements or
understandings regarding the subject matter of this Agreement; and this
Agreement cannot be modified or amended unless by mutual written consent of both
parties hereto.

  
	
   

  	
    

  
	
   

  	
          V.
Parties In Interest and Assignment - This Agreement shall inure to the benefit
of and bind both parties hereto and their respective successors if any, or
permitted assigns if any.  Neither party
hereto shall assign any interest in this Agreement to a third party without the
written consent of the other party.

  
	
   

  	
    

  
	
   

  	
          VI.
Governing Law - This Agreement shall be governed by the laws of the State of
Minnesota, except insofar as Nevada corporate law is relevant to the corporate
approval of this business combination due to Powersports being a Nevada
corporation.

 
















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          VIII.
Expenses -  In the event this Agreement
is terminated by either party incident to its terms, or abandoned by mutual
consent of both parties hereto, each party hereto shall pay its own respective
expenses and costs related to negotiations and preparation  of this Agreement and any other due
diligence or other matters related to his Agreement.


  






          IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective as
of the day and year first above written.


	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VIPER POWERSPORTS INC.

  
	
   

  
	
   

  	
  By

  	
  

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
       John
  Provo, CEO

  
	
   

  	
   

  	
   

  
	
   

  	
  And

  	
  

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
       Robert
  Knutson, Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  THOR PERFORMANCE INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  

  
	
   

  	
   

  	
  


  
	
   

  	
   

  	
  Garry Lowenthal, CFO