Exhibit 4.1 to Viper Powersports Inc. Form SB-2/Amendment No. 1 dated June __, 2006







EXHIBIT 4.1


VIPER POWERSPORTS INC.


WARRANT CERTIFICATE


Certificate
for                 Warrants


THIS
DOCUMENT CERTIFIES THAT


or registered assigns is the owner of that number of Warrants specified
above, of which each one entitles the holder thereof to purchase one fully paid
and nonassessable common share, subject to adjustment as provided herein, of
Viper Powersports Inc., a Nevada corporation (the “Company”), at any time, up
to April 17th, 2011.


Each such Warrant may be exercised on any business day before the Expiration
Date hereof which is five (5) years from the date of this warrant, and the
holder hereof or any assigns, as the case may be, hereby acknowledges that the
restricted common stock to be issued underlying these Warrants constitutes “res­tricted
securities” as defined under the Securities Act of 1933, as amended. The
Company is under no obligation to register any common shares underlying these
Warrants, and accordingly the holder hereof, or any assigns, recognize that any
common stock purchased incident to exercise of these Warrants will be purchased
as a long-term investment with no present view toward resale, transfer or other
disposition thereof. Upon payment of the exercise price of $5.00 per share for
any common shares underlying these Warrants, all of such shares shall be
legally and validly issued and fully paid and non-assessable.


The Warrants represented hereby are exercisable upon presentation and
surrender of this Warrant Certificate, with the election to purchase duly
stated by the holder hereof in writing, at the corporate office of “the
Company, and upon payment to the Company of the Warrant exercise price for such
shares in US Dollars in cash or other valuable consideration equal to such
exercise price.


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EXHIBIT 4.1


	
   

  	
   

  
	
  Viper Powersports Inc.

  	
  Warrant Certificate     

  



These Warrants
are exercisable at the election of the holder hereof, or any assigns, either in
whole or in part anytime or from time to time up to the number of shares
specified above. Such shares shall be deemed issued as of the date of surrender
of the Warrant Certificate and receipt of the Company of the exercise price
therefore. In the event this Warrant Certificate is exercised for less than all
of the underlying shares of this Warrant Certificate, a new Warrant Certificate
shall be issued to the holder or any assigns on surrender hereof for the number
of shares represented by the Warrants not yet exercised. The Company shall not
be required to issue any fractional shares incident to any exercise of these Warrants, but rather shall round off
any exercise hereof to the nearest common share of the Company.


Prior to any
exercise of any Warrants represented hereby, the holder hereof or any assigns
shall not be entitled to any rights of a stockholder of the Company, including
without limitation the right to vote or
receive dividends or other distrib­utions.


The purchase
price, the number of shares purchasable upon exercise hereof, and the number of
Warrants outstanding anytime during the term hereof are subject to adjustment
from time to time on the occurrence of any event such as stock dividends, stock
splits (forward or reverse), reorganizations, recapitalizations or consolida­tions,
mergers or other business combinations, or any other such events, so that the
holder hereof of any Warrants exercised after such event or events shall be en­titled
to receive the number and price of shares which, if such Warrants had been
exercised immediately prior to such event or events, such holder would have
owned. Such adjustment or adjustments shall be made successively whenever any
such event shall occur.


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EXHIBIT 4.1


	
   

  	
   

  
	
  Viper Powersports Inc.

  	
  Warrant Certificate     

  



This Warrant Certificate and
these Warrants and underlying common shares of the Company have not been
registered under any federal or state securities laws and they cannot be
transferred, resold or otherwise disposed of unless they have been registered
under relevant securities laws or they satisfy an appropriate exemption from
such registration. This restriction shall also be clearly affixed to any common
share certificates of the Company issued incident to the exercise hereof.  


This Warrant Certificate and
each Warrant represented hereby shall be governed and construed by the laws of
the State of Nevada.


EXECUTED duly by the Company
on the day and year first stated herein.


	
   

  	
   

  
	
   

  	
  VIPER POWERSPORTS INC.

  
	
   

  	
   

  
	
   

  	
  


  
	
   

  	
  By John Lai, President

  



*  *  *  *  *  *  *  *  *  *  *  *  *


ASSIGNMENT FORM


To Be Executed By the
Registered Holder Hereof to Transfer Warrants) _____________________________________
FOR VALUE RECEIVED, the undersigned hereby sells, transfers and assigns of the
Warrants represented by this Certificate to and does hereby irrevocably
constitute and appoint the Secretary of Viper Powersports Inc. as Attorney to
transfer this Warrant Certi­ficate on the records of the Company with full
power of substitution in the pre­mises.


	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  


  	
   

  	
  


  
	
   

  	
   

  	
   

  	
  Signature (s)

  
	
   

  
	
   

  	
   


  	
   

  	
  


  



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