Exhibit 10.1

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “ Agreement ”) between New Vad, LLC, a Minnesota limited liability company (the “ Buyer ”), and Nature Vision, Inc., (the “ Seller ”), is effective as of February 5, 2007 (the “ Closing Date ”). The Buyer and the Seller also are referred to individually as a “ Party ” and collectively as the “ Parties .”

RECITALS

The Seller is engaged in the business of manufacturing, marketing, distributing and selling audio visual equipment referred to as the Vaddio product line (the “ Business ”). The Seller desires to sell, transfer and otherwise convey, and the Buyer desires to purchase and assume, certain of the assets and certain liabilities of the Seller relating to the Business, on the terms and subject to the conditions set forth in this Agreement.

AGREEMENT

In consideration of the above recitals and the promises set forth in this Agreement, the Parties agree as follows:

1.1           Purchase and Sale of Assets . On the terms and subject to the conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey and deliver to the Buyer, all right, title and interest in, to and under the Acquired Assets (as defined below), free and clear of all security interests, liens, claims, charges, restrictions and encumbrances of any nature (collectively, “ Security Interests ”), in exchange for the Purchase Price (as defined in Section 1.6 below). “ Acquired Assets ” means all of the following assets related to the Business, other than the Excluded Assets (as defined in Section 1.2 below) and other than the Contingent Assets (as defined in Section 1.3, below):

(a)          all of the tangible personal property, fixed assets and office equipment, wherever located identified on Schedule 1.1(a) ,

(b)          permits, licenses, contracts, agreements and warranties set forth on Schedule 1.1(b) (collectively, the “ Acquired Contracts and Permits ”),

(c)          intellectual property, and its associated goodwill, including but not limited to, all patents, patent applications, trademarks, service marks, trade names, corporate names, copyrights, mask works, trade secrets, know-how, software or other intellectual property rights set forth on Schedule 1.1(c) (collectively, the “ Intellectual Property ”),

(d)          customer and client lists, books, records, files, documents, lists and other printed or written materials or copies thereof,

(e)          the current telephone numbers, e-mail addresses, uniform resource locators, domain names and web sites and the listings for each set forth on Schedule 1.1(e) ,

(f)           all general intangibles, including without limitation, use of the name “Vaddio” and the goodwill in and the going concern value of the Business.

1.2           Excluded Assets . The Buyer will not purchase and the Seller will not sell any of the assets set forth on Schedule 1.2 (collectively, the “ Excluded Assets ”).

1.3           Contingent Assets. The Buyer will not purchase and the Seller will not sell on the Closing Date Seller’s accounts and notes receivable as of the Closing Date (the “ Accounts Receivable ”) or Seller’s inventory (the “ Inventory ”). Notwithstanding the foregoing, the parties have entered into separate agreements, namely the Consignment Agreement with regard to the Inventory, attached hereto and incorporated herein as Exhibit A , and the Collection Agreement , with regard to the Accounts Receivable, attached hereto and incorporated herein as Exhibit B , pursuant to which Buyer becomes obligated to purchase the Inventory and the Accounts Receivable after the Closing Date on the terms and conditions set forth in the Consignment Agreement and the Collection Agreement, respectively. The Accounts Receivable and the Inventory are collectively referred to herein as the “ Contingent Assets .”

1.4           Generally No Assumption of Liabilities . Except for the Assumed Liabilities (as defined in Section 1.5 below), the Buyer does not assume and is not liable for any of the Seller’s obligations, claims, indebtedness or liabilities of any kind, whether obsolete or contingent, liquidated or unliquidated, due or not yet due, accrued or not accrued, secured or not secured, or incurred before or after the Closing. The Seller is solely responsible for all of its liabilities, obligations and undertakings other than the Assumed Liabilities.

(a)          On the terms and subject to the conditions set forth in this Agreement, from and after the Closing, the Buyer will assume and satisfy (collectively, the “ Assumed Liabilities” ):

(i)           the obligations of the Seller under those Acquired Contracts specified in Schedule 1.5 either to furnish goods, services and other non-cash benefits to another party (the “ Purchase Orders ”);

(ii)          to pay for goods, services and other non-cash benefits that another party will furnish to it after the Closing;

(iii)         the obligations of the Seller for the payment of accrued but unused “paid time off” balances with regard to those employees of Seller who will become employees of the Buyer on or about the first business day after the Closing Date(the “ Accrued PTO Liability ”); and

(iv)         the Seller’s warranty obligations to customers related to the Business.

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(b)          The Seller is solely responsible and liable for paying all amounts owing, whether or not yet due, by Seller under any contract (the “ Accounts Payable ”) and for curing all defaults, claims, liabilities or causes of action against Seller arising prior to the Closing Date, except with regard to the Assumed Liabilities. Seller shall pay the Accounts Payable in the ordinary course of business and in like manner as it did prior to the Closing Date.

(c)          In the event that Seller fails to timely pay any account payable with regard to any vendor of the Business and where such failure may cause the vendor to refuse to provide goods or services to the Buyer after the Closing Date; the Buyer, in its sole discretion, may, but shall not be obligated to, satisfy such delinquent account payable. In such event, the Buyer will promptly give written notice to the Seller with proof of payment and Seller shall remit to Buyer the amount of such payment made by Buyer.

(d)          Although Buyer is assuming the Purchase Orders, Buyer will on or before March 1, 2007 cancel all purchase orders with delivery dates after March 31, 2007 and provide evidence of such cancellations to Seller.

(a)          The total purchase price (the “ Purchase Price ”) for the Acquired Assets equals the sum of: (A) $710,694.83 cash due at closing (the “ Cash Purchase Price ”), plus (B) the assumption, as further described in Section 1.7, by Buyer of the Accrued PTO Liability in the amount of $48,376.64, plus (C) 2% of receipts from the gross sales of all products related to the Business sold directly or indirectly by Buyer (the “ Receipts ”) and collected after March 1, 2007 (“ Deferred Payment ”) until a total Deferred Payment of $750,000 has been paid.

(b)          At the Closing the Buyer will pay the Cash Purchase Price by wire transfer or delivery of other immediately available funds and, within five (5) business days of the Closing, will deliver to Seller documentation evidencing the satisfaction of the Accrued PTO Liability.

1.7           Deferred Payment. Commencing March 1, 2007 and continuing until the Deferred Payment has been paid in full, the payment obligation shall be calculated on or before the 10 ^th of each month based on the Receipts collected during the prior month. Buyer shall prepare and submit to Seller a statement of collected Receipts and the amount of the Deferred Payment due thereon. Payment shall be due six (6) months from the date of each statement, such that the first Deferred Payment shall be due on or before September 10, 2007. Buyer agrees to act in good faith in the post-closing operations of the Business and not to take actions that would be unfairly prejudicial or detrimental to the Business for the purpose of adversely affecting Seller’s right to receive the Deferred Payment. In the event of a Change in Control of the Business or of the Buyer, as defined in Section 1.8, below, at the closing of such Change in Control the Buyer will pay Seller the difference between the total Deferred Payment of $750,000 less any Deferred Payment amounts paid prior to the Change in Control. Buyer agrees to keep complete and correct books, accounts and records according to Generally Accepted Accounting Principles (GAAP) regulations to facilitate computation of Deferred Payments. Seller or its

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representatives shall have a full right of accounting including the right to periodically examine Buyer’s books and records, during regular business hours, upon reasonable advance notice for the purpose of verifying the amount of Deferred Payments due. Notwithstanding Seller’s acceptance of periodic payments, Seller shall have until the end of February of each year to make a claim for adjustment by reason of errors or omissions in the payments made during the prior calendar year. If satisfaction of the Deferred Payment occurs before the end of a calendar year, then such claim for adjustment must be made within 60 days of the final payment. If no such claim for adjustment is timely made, such accounting and receipt of any payment made with respect to such accounting shall be deemed final and satisfied in full.

1.8           Change in Control . For purposes of this Agreement, a “ Change in Control ” of the Buyer shall mean any of the following:

(a)          a merger or consolidation to which the Buyer is a party if, following the effective date of such merger or consolidation, the individuals and entities who were members of the Buyer prior to the effective date of such merger or consolidation have beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of less than fifty percent (50%) of the combined voting power of the surviving entity following the effective date of such merger or consolidation; or

(b)          the approval by the members of the Buyer of any sale, lease, exchange, or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Buyer or the adoption of any plan or proposal for the liquidation or dissolution of the Buyer; or

(c)          the sale of Buyer of membership interest by the Buyer or its members (in one transaction or a series of related transactions) resulting in individuals and entities who were members prior to such sale having beneficial ownership (as defined in Rule 13d-3 under the Securities and Exchange Act of 1934) of less than fifty percent (50%) of the voting power of the Company.

1.9           Closing . The closing of the transactions contemplated by Section 1.1 of this Agreement (the “ Closing ”) shall be effective for all purposes herein as of 12:01 a.m. central standard time on the Closing Date.

1.10        Allocation of Purchase Price . The Parties agree to allocate the Purchase Price and all other capitalizable costs among the Acquired Assets for all purposes, including financial and tax purposes, in accordance with the allocation schedule attached as Schedule 1.10 to this Agreement.

1.11        Closing Deliveries . Subject to the terms and conditions of this Agreement, at the Closing:

(i)           A duly executed Bill of Sale and Assignment and Assumption Agreement;

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(iii)         All assignments, consents, waivers or approvals of all transferable or assignable Acquired Contracts and Permits, each duly executed and, where necessary or desirable, in recordable form;

(viii)      Director resolutions approving the transactions contemplated hereby;

2.             Representations and Warranties of the Seller . The Seller represents and warrants to the Buyer that the statements contained in this Section 2 are correct and complete as of the Closing Date, except as set forth in the attached disclosure schedule accompanying this Agreement (the “ Seller’s Disclosure Schedule ”). The Seller’s Disclosure Schedule will be arranged in paragraphs corresponding to the sections contained in this Section 2. For purposes hereof “ Knowledge ” of Sellers means the actual knowledge of Jeffrey Zernov and Michael Day.

2.1           Organization, Qualification and Power . The Seller is a publicly traded corporation, duly organized, validly existing and in good standing under the laws of the State of Minnesota. The Seller has full corporate power and authority and all permits and licenses necessary to carry on the businesses in which it is engaged. There are no outstanding powers of

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attorney executed on behalf of the Seller. The Seller has no subsidiaries and does not own, directly or indirectly, any equity interest in any entity.

2.2           Authorization of Transaction . The Seller and the persons or representatives of Seller signing this and ancillary documents on behalf of Seller hereto have full power and authority to execute and deliver this Agreement and the ancillary documents hereto and to perform their obligations hereunder and thereunder. This Agreement and the ancillary documents hereto to which the Seller is a party constitute valid and legally binding obligations of the Seller, enforceable in accordance with their respective terms and conditions.

2.3           Noncontravention; Consents and Approvals . Neither the execution nor the delivery of this Agreement or the ancillary documents hereto to which any the Seller is a party, nor the consummation of the contemplated transactions, will (a) violate any law, order or regulation to which any of the Seller is subject or any provision of the Seller’s organizational documents or bylaws; or (b) to Seller’s Knowledge conflict with, result in a breach of, constitute a default under, result in the acceleration of, adverse modification of, create in any party the right to accelerate, terminate, modify, suspend, revoke or cancel, or require any notice under any permit, agreement, contract, lease, license, instrument or other arrangement to which the Seller is a party or is bound, or to which any of the Acquired Assets are subject (or result in the imposition of any Security Interest upon the Acquired Assets). To Seller’s Knowledge, no consent approval, authorization or order of any court, governmental agency or body, or third party is required for the Seller to consummate the transactions contemplated by this Agreement.

2.4           Broker Fees . The Seller has any no liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement.

2.5           Acquired Assets and Contingent Assets . The Acquired Assets and the Contingent Assets are free and clear of all Security Interests, infringements or licenses of third parties. The Seller has good and marketable title or a valid license to or a valid leasehold interest in the Acquired Assets and the Contingent Assets.

2.6           Legal Compliance; Litigation . The Seller has complied with all applicable laws, has all permits and authorizations necessary for the conduct of the Business as presently conducted, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or notice has been filed, commenced or, to the knowledge of the Seller, alleged against it. There are no pending or threatened claims, actions, suits, proceedings, hearings or investigations affecting the Acquired Assets or the Contingent Assets. The Seller is not operating under or subject to, or in default with respect to, any order, writ, injunction or decree of any court or governmental agency. There is no agreement or law binding upon the Seller, as opposed to the application of such to those operating in the business industry generally, that has or could reasonably be expected to have the effect of prohibiting or impairing any current business practice of the Seller with respect to the Business.

2.7           Tax Matters . The Seller has filed all tax returns that it was required to file. All such tax returns were correct and complete in all material respects. The Seller has paid all federal, state, local or foreign taxes owed by the Seller, whether or not disputed. None of the

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Acquired Assets have a Security Interest that arose in connection with the failure to pay any tax. The Seller has withheld and paid all taxes required to have been withheld and paid in connection with amounts owing to any employee, independent contractor, creditor, stockholder or other third party. The Seller has not waived any statute of limitations or agreed to any extension of time with respect to a tax assessment or deficiency. As a result of this Agreement and the transactions contemplated hereby, the Buyer will not become liable for any of the Seller’s federal, state, local or foreign taxes owed, now or after the date hereof.

2.8           Intellectual Property . The Seller owns or has the right to use all Intellectual Property listed on Schedule 1.1(c) . Each such item of Intellectual Property will be available for use by the Buyer on identical terms and conditions immediately subsequent to the Closing. To Seller’s Knowledge, the Seller has not interfered with, infringed upon or misappropriated any intellectual property rights of third parties related to the Business.

2.9           Contracts . To the Seller’s Knowledge, the Seller has no permits or contracts, whether written or oral, to which the Seller is a party or by which it is bound relating to the Seller’s business or the Acquired Assets or the Contingent Assets, other than the Acquired Contracts and Permits. To the Seller’s Knowledge, each of the Acquired Contracts and Permits is a valid and binding obligation of the Seller, is currently in full force and effect, no amounts are owing under any of them, are all of the contracts and permits necessary for the operation of the Business as presently conducted and the Seller has not transferred or assigned any of its interest thereunder.

2.10        Employee Benefits . Except with regard to the Accrued PTO Liability, all the accrued obligations of the Sel