270 Legal [Sample Agreements]

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2007, is entered into by and among IMAR Group, Inc. (“Seller”), a wholly-owned subsidiary of Challenger Powerboats, Inc., a Nevada corporation and Execute Sports Inc., a Nevada corporation ( “Buyer”).

R E C I T A L S:

WHEREAS, Seller is in the business of designing, manufacturing and marketing powerboats; and

WHEREAS, on the terms and conditions hereof, Buyer wishes to purchase from Seller and Seller wish to sell, transfer, assign and deliver to Buyer substantially all of the assets and rights relating to, used in or held for use in relation to Seller’s Sugar Sands line of powerboats (collectively, the “Business”).

NOW, THEREFORE, in consideration of the premises, and the mutual representations, warranties, covenants and agreements hereinafter set forth, the parties hereto agree as follows:

ARTICLE I.

CLOSING

The closing of the purchase and sale contemplated hereby (the “Closing”) will take place at the offices of Challenger Powerboats, at 10:00a.m. local time on the earlier of: (i) August 29, 2007 or (ii) the third Business Day after all of the conditions to Closing set forth in Sections 7.1 and 7.2 have been satisfied or waived by the party entitled to waive the same, or such other date as to which Buyer and Seller Representative (as defined herein) may agree in writing (the “Closing Date”). The Closing shall be effective as of 12:01 a.m., Eastern Time, on the Closing Date (the “Effective Time”).

ARTICLE II.

PURCHASE AND SALE

2.1

Purchased Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities contained or referred to herein, at the Closing, Seller shall, and shall cause each Seller Entity (as defined below) to, sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever or adverse claims, title defects or restrictions (each, a “Lien”) (other than Permitted Liens and Permitted Exceptions as such terms are hereinafter defined), all right, title and interest of Seller or any Seller Entity in and to all the assets, properties and rights to the extent relating to, currently being used, or held for use in the Businesses or necessary for the operation of the Businesses, excepting only the Excluded Assets (as defined in Section 2.2), wherever located, and whether or not reflected on the books of Seller or any Seller Entity (collectively, the “Purchased Assets”), including, but not limited to, all of Seller’s or any Seller Entity’s right, title and interest in and to the following:

(a)

all real tangible and intangible property, together with all easements, rights and privileges appurtenant thereto, leased by any Seller and/or any Seller Entity as of the Closing Date, as listed and designated on Schedule 4.5(e) (the “Leased Real Property”);

(b)

all Permits (as defined in Section 4.8), in each case to the extent transferable or assignable;

(c)

all records, files, books and operating data, whether in print, electronic or other media, to the extent relating to the Businesses or any of the Purchased Assets, including without limitation Confidential Information (as defined in Section 6.8 hereof), equipment maintenance records, correspondence, financial, sales, market and credit information and reports, drawings, patterns, slogans, market research and other research materials and contract documents;

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