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EXHIBIT 1
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (this "Agreement") made and entered into
this 18th day of January 2000, by and between BIKERS DREAM, INC. ("Seller"), and
V-TWIN HOLDINGS, INC., a District of Columbia corporation ("Purchaser").
WHEREAS, Seller's retail stores division: (i) is engaged in the sale and
servicing of motorcycles to the general public at five Company-owned Bikers
Dream Superstores in Santa Xxx, Sacramento and San Diego, California, Dallas,
Texas, and Conover, North Carolina (collectively, the "Company Superstores");
(ii) licenses the Seller's Intellectual Property (as defined below) and use of
its business model and operating manuals to its independently owned Bikers Dream
Superstores pursuant to the license agreements described in Schedule 1.1.9
hereto (collectively, the "License Agreements"); and (iii) operates an
e-commerce site under the domain name "xxxxxx-xxxxx.xxx" (the "Domain Name") for
the sale to the public of motorcycle parts, accessories and apparel (the
businesses referred to in clauses (i), (ii) and (iii) above are hereafter
collectively referred to as the "Retail Business"); and
WHEREAS, pursuant to the terms and subject to the conditions set forth
herein, Seller desires to sell to Purchaser, and Purchaser hereby desires to
acquire from Seller, certain assets relating to the operation of the Retail
Business, and Purchaser desires to assume certain liabilities in connection
therewith (including, without limitation, the assignment by Seller to Purchaser
of Seller's rights under the License Agreements and Seller's leases for the
Company Superstores, and the assumption by Purchaser of Seller's obligations
under said agreements); and
WHEREAS, pursuant to the terms and conditions set forth herein, after
the Settlement Date, Purchaser desires to continue to operate the Company
Superstores at the five locations described above and in connection therewith,
to enter into a Master Dealer Agreement with Seller relating to the distribution
of Seller's Ultra Brand of motorcyles.
NOW, THEREFORE, in consideration of the terms, covenants and conditions
contained herein, the parties agree as follows:
1. GENERAL TERMS OF SALE
1.1 Contract to Sell. Subject to the terms and conditions set
forth herein, Seller hereby agrees to sell, assign, transfer and deliver to
Purchaser, and Purchaser hereby agrees to purchase from Seller, the following
assets and properties (collectively, the "Assets"):
1.1.1 All goods, supplies, equipment and fixtures
(including trade fixtures, office machinery and equipment), used primarily in
the operation of the Company Superstores
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