Exhibit 10.8 to Viper Powersports, Inc. Form 10-SB12G/Amendment 1







Exhibit 10.8 




PALMLUND SERIES A 18% CONVERTIBLE SECURED NOTE 



Dated:   March 31, 2005 



Principal Amount:   $150,000 



        VIPER MOTORCYCLE COMPANY, a
Minnesota corporation (hereinafter “Maker”), for value received, hereby promises to pay to the order of: David W.
Palmlund III at the address designated below, or to any registered transferee (hereinafter “Note Holder”), the principal
sum of $150,000.00, on or before December 31, 2005, together with interest from the issuance date hereof until all principal is
paid in full at the rate of Eighteen Percent (18%) per annum, in lawful money of the United States of America. 



	  	
1.
       Payment of Interest. Interest shall be
paid quarterly during the term                     hereof.  






	  	
2.
       Acceleration of Maturity. In the event
of any bankruptcy, liquidation,                     dissolution or any other insolvency
of Maker, then the Noteholder may declare                     the entire principal and
any accrued interest due and payable immediately                     without further
notice, demand or presentment.  






	  	
3.
       Secured Status of Note. This Note is
secured and collateralized by                     hereby assigning to Noteholder a
security interest in and to all of Maker’s                     tangible and
intangible assets including Maker’s inventory of motorcycle
                    components, Maker’s development and production and office
fixtures and                     equipment, and all Maker’s proprietary motorcycle
technology, whether                     presently owned or acquired in the future by
Maker.  






	  	
4.
       Obligation of Maker. This Note shall
constitute a binding obligation of                     the Maker until satisfied in full.  






	  	
5.
       Investment
Intent of Noteholder. Noteholder hereby acknowledges and
                    represents that Noteholder has acquired this Note for investment and
without any                     present view toward resale, transfer or other disposition
thereof, and that no                     transfer of this Note will be valid unless made
in compliance with relevant                     securities laws restrictions.  






	  	
6.
       Covenants of Maker. The Maker hereof
agrees that for so long as this                     Note or any portion hereof is
outstanding, the Maker will:  






	  	i.	  	  	Maintain and preserve its corporate existence and all rights,
franchises, and other authority adequate for the effective conduct of its business; maintain its properties, equipment, facilities
and intellectual property in good status, order and repair; and conduct its business in an orderly manner without voluntary
interruption. 









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Series A 18% Convertible Secured Note  



	  	ii.	  	  	               Maintain
adequate insurance including public liability, property damage, fire                and
other hazards with responsible insurance carriers sufficient to protect all
               property and business operations of Maker.  






	  	iii. 	  	  	             Pay
and discharge, prior to becoming delinquent, all taxes, assessments and
               governmental charges upon or against the Maker or its properties, except
to the                extent and so long as any of such liabilities are being contested
by Maker in                good faith.  






	  	iv. 	  	  	              Promptly
notify Noteholder in writing of any event of default hereunder.  






	  	v.  	 	  	               Shall
not make any loans or advances to any person or party unless in the
               ordinary course of business, and shall not incur any material mortgage,
pledge,                encumbrance or lien against any property of Maker unless for a
valid business                purpose.  






	  	vi. 	  	  	           Shall
not sell, lease, assign or transfer any substantial part of its business
               or fixed assets or intellectual property unless consented to in writing by
               Noteholder.  






	  	7.       Conversion
Rights.   The principal of this Note shall be convertible into common stock of Maker anytime, and from time to
time, at the option of Noteholder, at the rate of one share of common stock of Maker for each $2.50 principal hereof. 






	  	Upon any conversion hereof, only principal shall be converted and
any accrued interest shall be paid to Noteholder in cash, unless upon such conversion date both parties hereto agree in writing to
also convert such accrued interest amount. 






	  	Maker shall not be required to issue any fractional shares of its
common stock incident to any conversion hereof, but rather any fractional amount shall be rounded off to the nearest whole common
share. 






	  	8.       Manner of
Conversion.   In order to convert this Note into common stock of Maker, the Noteholder shall surrender this
Note to Maker duly endorsed to Maker and give written notice to Maker that all or a specified part of this Note is being
converted, such Notice to specify clearly the amount to be converted. As of the time of such written notice, the Noteholder shall
be treated for all purposes as the record holder of common stock of Maker into which this Note or portion thereof is converted.
Promptly thereafter,










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Series A 18% Convertible Secured Note  




	  	Maker shall issue and deliver to Noteholder a certificate
representing the number of common shares of Maker into which this Note or portion thereof is being converted, and the amount
converted shall be deemed to be satisfied and discharged, and the shares of common stock of Maker relating to such conversion
shall be fully paid and non-assessable. In the event only a portion of this Note is converted, Maker shall issue and deliver to
Noteholder a replacement Note like the one surrendered by Noteholder except that it shall be in the correct principal amount,
which has not been converted. 






	  	Common shares of Maker issued incident to such conversion shall
constitute restricted securities” of Maker as defined under relevant securities laws, and accordingly certificates issued
therefore shall bear a standard restrictive legend evidencing such restricted nature. 






	  	9.       Anti-Dilution.   If
Maker shall change its outstanding common shares hereafter by stock dividend, stock split, sale without consideration,
reorganization, recapitalization, merger or other business combination, then and in each such event a proportionate adjustment
shall be made to the conversion rate of this Note so as to avoid any diminishment or enlargement of the conversion terms of this
Note. 






	  	10.     Investment
Representation/Lack of Registration.   By accepting this Note, the Noteholder represents that the principal
amount of this Note and all shares of common stock of Maker issued incident to any conversion hereof have been acquired for
Noteholder’s own account for long-term investment and with no present intention to transfer, resell or otherwise dispose of
such securities or any part thereof; and Noteholder further agrees that any common stock into which this Note is converted shall
be legend to evidence its status as restricted securities as defined under relevant securities laws and regulations. 






	  	11.     Event of
Default.   The following shall be a default on this Note by Maker: 






	  	  	 i. 	  	Maker shall fail to make any payment of interest or principal to
Noteholder when due under the terms hereof; or 






	  	  	ii.  	  	Maker shall fail materially to comply with the covenants of Maker
contained herein and such default shall remain uncured for 30 days after written notice thereof from Noteholder to Maker.









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Series A 18% Convertible Secured Note  




	  	12.       Remedy on
Default.   In the event of any default hereunder, Noteholder shall have the option to declare the entire
principal amount hereof plus any accrued interest hereon to be immediately due and payable without further notice, demand,
presentment for payment, notice of intention to accelerate or acceleration. Maker hereby guarantees payment of this Note and
waives demand for payment, presentment for payment, notice of non-payment, protest, notice of protest, notice of dishonor, notice
of acceleration of maturity, and any other similar notices. Maker further agrees to pay all costs and expenses of collection
incurred by Noteholder, including reasonable attorney’s fees. 






	  	13.       Transfer.   This
Note may not be sold, pledged or otherwise transferred to any person other than an “accredited investor” as that term is
defined in Regulation D of the Securities Act of 1933. Any authorized transfer of this Note shall be made only by surrendering
this Note duly endorsed to Maker for cancellation, together with the Noteholder’s instructions to Maker that a replacement
Note of like principal amount shall be issued to such qualified transferee. 






	  	14.       General.   Noteholder
shall not have by any act, delay, omission or otherwise be deemed to have waived any of Noteholder’s rights or remedies set
forth herein, and no waiver of any kind shall be valid unless in writing and signed by Noteholder. This Note has been executed in
the State of Minnesota and shall be construed and governed by the laws of Minnesota. No modification or amendment of this Note
shall be effective unless made in writing and signed by both Maker and Noteholder-This Note shall be binding upon any successors
or assigns of Maker, provided also that Maker shall not assign its obligations under this Note without the written consent of
Noteholder. 






	  	15.       Notices.   All
demands and notices to be given hereunder shall be delivered or mailed to Maker at 5733 Industrial Parkway, New Hope, MN 55428 (or
at such substituted address notified to Noteholder by Maker); and in the case of Noteholder to the address written below (or at
such substituted address notified to Maker by Noteholder). 








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Series A 18% Convertible Secured Note  







	  	IN WITNESS WHEREOF, the Maker has caused this Note to be signed by
its duly authorized officer as of the aforesaid date of issuance. 





	 	VIPER MOTORCYCLE COMPANY  
	 
	    	By    	/s/   John Lai 

	 
	    	Its    	Executive Vice President 











AMENDMENT – Noteholder hereby agrees to extend the maturity date
of this note to June 30, 2006. 


	    	/s/   David W. Palmlund III   

	 	David W. Palmlund III 








Restrictive Legend:  



THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 OR
ANY STATE BLUE SKY LAWS, AND ACCORDINGLY THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION UNDER SUCH RELEVANT SECURITIES LAWS, OR SATISFYING THE CONDITIONS OF AN APPROPRIATE EXEMPTION
FROM SUCH REGISTRATION TO THE REASONABLE SATISFACTION OF COUNSEL FOR MAKER. 



Agreement of Noteholder:  



Noteholder hereby confirms and agrees to any representations made in writing
by Noteholder in this document. 




	    	/s/   David W. Palmlund III 

	 	Signature of Noteholder
for The Palmlund, Ltd. 















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