Manufacturing and Distribution Agreement

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     This Manufacturing and Distribution Agreement ("Agreement") is entered into

as of January 2, 2001 (the "Effective Date") by and between A.S.V., Inc.,

("ASV") a Minnesota corporation with a principal place of business at 840 Lily

Lane, Grand Rapids, Minnesota 55744 and Polaris Industries Inc., ("Polaris") a

Delaware corporation with a principal place of business at 2100 Highway 55,

Medina, MN 55340, (each a "Party" and collectively, the "Parties").



     WHEREAS, ASV is the developer and manufacturer of certain light utility all

surface loaders called RC-30 All Surface Loaders, and related accessory work

tools;



     WHEREAS, Polaris desires to obtain the right to manufacture and distribute

such RC-30 All Surface Loaders and work tools, under the Polaris brand name, and

ASV desires to grant Polaris such manufacturing and distribution rights, all on

the terms and conditions set forth herein;



     NOW, THEREFORE, the Parties agree as follows:





                                   ARTICLE 1

                                  DEFINTIONS



     All capitalized terms that are not otherwise defined herein shall have the

meanings set forth below:



     1.1  "Affiliate" means any person (individual, corporation, partnership,

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limited liability company or other entity) that directly or indirectly controls,

is under common control of or is controlled by either Party to this Agreement.

"Control" means the ownership, direct or indirect, of fifty percent (50%) or

more of the voting shares or capital of such person.



     1.2  "ASV Manufacturing Technology" means those patents, copyrights, trade

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secrets, designs, drawings, know-how or any other intellectual property

(excluding the ASV Trademarks) owned or licensed (with right of sublicense) by

ASV during the term of this Agreement which cover or are otherwise necessary for

the manufacture of the Vehicles.



     1.3  "ASV Trademarks" means those trademarks, trade names and logos of ASV

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listed on, and the trade dress for the ASV Vehicle described on, Exhibit A

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hereto, as such Exhibit may be amended from time to time in ASV's sole

discretion.



     1.4  "ASV Vehicle" means the version of the Vehicles branded with the ASV

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Trademarks.



     1.5  "Confidential Information" means all trade secrets, confidential

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knowledge, and proprietary data of any kind or nature whatsoever relating to

this Agreement, or the businesses of either Party and its Affiliates.

Confidential Information also shall include any information prepared or

developed by a Party in connection with this Agreement, which reflects,

interprets,

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evaluates, includes or is derived from the Confidential Information of another

Party. Confidential Information shall include, but not be limited to, technical

specifications, diagrams, discoveries, economic models, pro forma and other

financial information, designs, business opportunities, cost and pricing data,

records, customer lists, and engineering, manufacturing, and marketing know-how.

Without limiting the foregoing, Confidential Information of ASV shall be deemed

to include the ASV Manufacturing Technology. Confidential Information does not

include information which (i) was generally known or available to the public at

the time of its disclosure hereunder, or which after such disclosure became

generally known or available to the public, provided that such disclosure was

made or occurred through no fault of the Receiving Party or its Affiliates, or

its or their officers, directors, or employees; (ii) was in the possession of

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