THIS AGREEMENT is made and entered into this 27th day of March, 1997, by and between DAVID B.
ABRAMS (hereinafter "Abrams"), MARK H. SNYDER (hereinafter "Snyder") and COYOTE SPORTS, INC.,
a Nevada corporation (hereinafter referred to for convenience as "Coyote"), with respect to the following.
A. Because Abrams and Snyder are the sole and only shareholders of Cape Composites, Inc. (hereinafter
"Cape") and Cape has produced, developed and acquired certain assets in the operation of its business, including
but not limited to all Patents, Copyrights, Trademarks, Trade names, Trade Secrets and other Proprietary
Information, Art, Molds, Drawings, Product Specifications, Sketches, Graphics, Decals, Screen Printing
Materials, Heat Transfer Processes and Materials, Research and Development Materials, Goodwill, Going
Concern Value, Customer Lists, Credit Files, Vendor Lists, Backlog, Purchase Orders, Furniture, Fixtures,
Equipment, Materials, Inventory, Accounts Receivable, Instruments, and Cash and the like, more specifically, but
without limitation, set out in Exhibit A hereto;
B. Because Cape is currently unable to itself capitalize its business adequately to fill its current orders for its
C. Because Coyote is in a position to provide for appropriate capitalization, management, and business expertise
for the management of Cape's business, 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 all shares of Cape to an entity to be formed.
Abrams and Snyder will immediately upon execution of this instrument, convey all of the shares of Cape to a
Limited Liability Company formed pursuant to the laws of the State of Colorado (hereinafter referred to as "CC
LLC" for convenience) as its capital contribution to CC LLC. Coyote will, as its capital contribution to CC LLC,
arrange for and guaranty, sufficient working capital for Cape