Sample Business Contracts

Agreement - Expedition Trading Co. LC and Coyote Sports Inc.

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THIS AGREEMENT,  made this 18th day of September, 1996, by and between
Expedition Trading Company, L.C., a Utah Limited Liability Company (hereinafter
referred to for convenience as "Expedition") and Coyote Sports, Inc., a Nevada
corporation (hereinafter referred to for convenience as "Coyote",

Because Expedition has produced, developed and acquired certain assets in the
operation of its business, including but not limited to Patents, Copyrights,
Trademarks, Trade names, Trade Secrets and other Proprietary Information, Art,
Drawings, Product Specifications, Sketches, Graphics, Decals, Screen Printing
Materials, Heat Transfer Processes and Materials, Research and Development
Materials, Customer Lists, Credit Files, Vendor Lists, Order Book, Purchase
Orders, and the like, and

Because Expedition is currently unable to itself capitalize its business
adequately to fill its current orders for its products, and

Because Coyote is in a position to provide appropriate capitalization,
management, and business expertise to an entity to be formed which can fill
Expedition's orders, and in fact has an interest in a company which sells
graphite shafts (Apollo) which are suitable for use in manufacturing ski poles,
and is willing to facilitate an arrangement between Apollo and the entity to be
formed for the provision of graphite shafts and the manufacture of ski poles for
the entity to be formed, on a fair and fully disclosed basis and with the
consent of Expedition, but only on certain terms and conditions and in the form
and manner hereinbelow provided for,

Now therefore, the parties agree as follows:

1.  Agreement to convey certain assets to an entity to be formed.   Expedition
will immediately upon execution of this instrument,  convey all of the assets
listed in Exhibit A hereto, which is incorporated herein by this reference, to a
Limited Liability Company formed pursuant to the laws of the State of Colorado
(hereinafter referred to as "ICE*USA" for convenience) partly as its capital
contribution to such entity, and partly in consideration of a royalty on
ICE*USA's sales, said Royalty Agreement being attached hereto as Exhibit B.
Coyote will, as its capital contribution to such entity, arrange for and
guaranty appropriate credit facilities for ICE-USA to

finance its current orders, and attempt to arrange, manage and maintain, using
its best efforts, such other credit facilities as may be reasonably necessary
and reasonably available from time to time thereafter for a period of six and
1/4 (6-1/4) years from and after the date hereof.
---  -----                                       

2.  Ownership interests in ICE*USA.  ICE*USA shall be formed in substantial
conformity with the Articles of Organization and Operating Agreement which are
attached hereto as Exhibits C and D respectively, with the Membership Interests
in ICE*USA being owned 20% by Expedition and 80% by Coyote.  Coyote, or its
designee, shall be the Manager of ICE*USA, and shall conduct all of its business
and affairs.

3.  Warranties and Representations of Expedition:

     a.  Authority.  Expedition is duly organized, constituted and in good
standing and has full power and due authorization to convey the assets described
in Exhibit A to "ICE*USA", and has taken and done every necessary company act
prerequisite to such conveyance.

     b.  Title.  Expedition has good, sure, perfect and absolute title to each
and all of the assets to be conveyed to ICE*USA as shown in Exhibit A,  free of
any and all claims, demands, competitions, challenges, liens, suits,
obligations, security interests, charges and the like, and warrants that the
same are in possession of Expedition,  and Expedition indemnifies and saves
harmless Coyote and ICE*USA from claims or damages of anyone against such

     c.  Order Book.  Each and all of the orders contained in the Order Book are
true and bona fide, and taken by Expedition in the ordinary course of its
business, and there has been no material change regarding any order shown in the
Order Book which is not appearing in the Order Book.

     d.  Disclosures.  Expedition has in September, 1996 permitted inspection of
all of the assets described in Exhibit A, and all of Expedition's financial
records and other company records, by a representative of Coyote at Expedition's
offices in Utah, and during such disclosure, all documents, files, art, records
and information concerning each and all of the assets were truly and fairly
disclosed to said representative, and nothing material was concealed or
disclosed, and in Expedition's true and honest opinion, said representative was
clearly presented and saw and understood all material components of each and
every asset to be transferred and was clearly presented and saw and understood
the true operations and condition of Expedition.  Coyote has acquired or is in
the process of acquiring TI Apollo Ltd.and Apollo Golf, Inc. through a U.K.
entity, Apollo Sports Holdings, Ltd., and intends to use those entities to
provide a ready source

of graphite shafts for sale to ICE*USA, for a fair price negotiated in an arm's
length transaction between ICE*USA and Apollo Sports Holdings, Ltd. upon receipt
of appropriate waivers and consents which will ameriorate the apparent conflict
of interest in that transaction.

     e.  Conduct of Expedition's Business and Non-Competition.  Expedition will
cease all of it's business operations on the execution of this agreement, and
discharge all of it's employees, but will remain organized and not dissolve for
the sole purpose of receiving the payments from ICE*USA  provided for herein.
ICE*USA may, in its discretion, engage the services of any or all of
Expedition's employees, free from any claim of Expedition.  In the event
Expedition has any rights of any nature against any of its past or present
employees or independent contractors under any agreement regarding trade secrets
or any non-competition agreement, Expedition will immediately on demand assign
the same to ICE*USA.  Before execution of this agreement, Expedition has fully
paid all compensation of any and every nature owing to each and every one of its
Sales Representatives, whether employees or independent contractors.  Expedition
will not attempt to use the property shown on Exhibit A hereto in any manner
after conveyance thereof to ICE*USA to compete with ICE*USA, its licensees,
permittees or others designated by ICE*USA, and covenants and agrees not to
compete with ICE*USA or Coyote in any market in the world for the sale of
graphite shafts or ski poles for a period of five (5) years from and after the
date of this agreement.  As a violation of the provisions of this paragraph
could cause irreparable injury to ICE*USA and/or Coyote and there is no adequate
remedy at law for such violation, the either ICE*USA or Coyote, or both of them
shall have the right, in addition to any other remedies available to either or
both of them, at law or in equity, to enjoin Expedition in a court of equity for
violating such provisions.

     The parties hereto covenant and agree that to the extent any provisions or
portion of this paragraph shall be held, found or deemed to be unreasonable,
unlawful or unenforceable, then the parties hereto expressly covenant and agree
that any such provision or portion thereof shall be modified to the extent
necessary in order that any such provision or portion thereof shall be legally
enforceable to the fullest extent permitted by applicable law and that any court
of competent jurisdiction shall, and the parties hereto do hereby expressly
authorize any court of competent jurisdiction to, enforce any such provision or
portion thereof or to modify any such provision or portion thereof in order that
any such provision or portion thereof shall be enforced by such court to the
fullest extent permitted by applicable law.

     f. Confidentiality.  Expedition will keep confidential and protect from
disclosure all proprietary information, trade secrets constituting or concerning
any and all of the assets described in Exhibit A.

4.  Warranties and Representations of Coyote:

     a.  Authority.  Coyote is duly organized, constituted and in good standing
and has full power and due authorization to enter into this agreement, and has
taken and done every necessary company act prerequisite execution of this

5.  Arbitration of Disputes.  In the event of any dispute hereunder, the parties
agree that the same shall be submitted to binding arbitration under the auspices
of the American Arbitration Association for determination pursuant to its
Commercial Rules then obtaining, in Denver, Colorado before a single neutral
arbitrator agreed upon by the parties, or in the event the parties are unable to
agree upon an arbitrator within a reasonable time in the opinion of the AAA
Tribunal Administrator, a single arbitrator appointed by the AAA in accordance
with its customary procedures.  The arbitrator shall award the prevailing party
in any such arbitration its reasonable costs and attorney's fees.

6.  Applicable Law.  This agreement shall be interpreted under the laws of the
State of Colorado, and contains the entire agreement between the parties, and
shall not be modified or modifiable except by writing signed by all of the
parties hereto.

In witness whereof the parties hereto have set their hands and seals on the date
first written above.

                                       Expedition Trading Company, L.C.

                                       By:        /s/ Kim Huffman
                                                      Kim Huffman

                                       Its:     Member

                                       and By     /s/ James F. Parks
                                                      James F. Parks

                                       Its:     Member

                                       Coyote Sports, Inc.

                                       By: /s/ James M. Probst
                                               James M. Probst, Vice President