Exhibit 4.3

                 WARRANTS NOT EXERCISED ON OR BEFORE 5:00 P.M.,
               EASTERN TIME, ON __________, 2007 SHALL BECOME VOID


                               WARRANT CERTIFICATE
   NUMBER                   VIPER MOTORCYCLE COMPANY               WARRANTS
W - _______           ORGANIZED UNDER THE LAWS OF MINNESOTA        ________

                                                               CUSIP 92762U 11 6


THIS CERTIFIES THAT

or assigns,  is the owner of the number of  Warrants  set forth  above,  each of
which  represents  the  right to  purchase  from  VIPER  MOTORCYCLE  COMPANY,  a
Minnesota corporation (the "Company") at any time on or before 5:00 P.M. Eastern
time,  __________,  2007, in compliance  with and subject to the  conditions set
forth herein and in the Warrant Agreement hereinafter referred to, shares of the
Common Stock of the Company (the "Warrant Shares"), by surrendering this Warrant
Certificate,  with the Purchase  Form on the reverse  side duly  executed to the
Warrant  Agent,  and by paying in full, in cash or by certified or official bank
check payable to the order of the Company, the Exercise Price.

     The Warrants  evidenced by this certificate are governed in all respects by
that  certain  Warrant  Agreement  dated as of  _________,  2004  (the  "Warrant
Agreement") between the Company,  Lane Capital Markets,  LLC, as Underwriter and
Continental  Stock  Transfer & Trust  Company,  as Warrant  Agent.  The  Warrant
Agreement  is  hereby  incorporated  by  reference  in and  made a part  of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations,  duties and immunities of the parties thereto and of the
holder of the Warrants.  A copy of the Warrant  Agreement may be obtained by the
holder  hereof  upon  written  request  to the  Company.  By  accepting  initial
delivery, transfer or exchange of this Warrant, the duly registered holder shall
be deemed to have agreed to the terms of the Warrant  Agreement  as it may be in
effect from time to time,  including any amendments or supplements  duly adopted
in  accordance  therewith.  All  terms  used in  this  Warrant  Certificate  not
otherwise defined herein shall have the respective  meanings assigned to them in
the Warrant Agreement.

     This  Warrant  Certificate  shall be void and the  Warrants  and any rights
represented  hereby shall cease unless  exercised on or before 5:00 P.M. Eastern
time on  ___________,  2007,  unless  extended by the Company as provided in the
Warrant Agreement. The Exercise Price and number of Warrant Shares issuable upon
exercise  of the  Warrants  are subject to  adjustment  upon the  occurrence  of
certain events as set forth in the Warrant Agreement.

     In the event that upon any exercise of Warrants evidenced hereby the number
of Warrants  exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or its assignee a new Warrant
Certificate  evidencing the number of Warrants not exercised.  No fractions of a
share of Common Stock will be issued upon the  exercise of any Warrant,  but the
Company shall pay the cash value  thereof  determined as provided in the Warrant
Agreement.

     Warrant  Certificates,  when surrendered at the office of the Warrant Agent
by the  registered  holder,  may be exchanged for a new Warrant  Certificate  or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants  shall be issued to the  transferee(s)  in exchange of this  Warrant
Certificate,  subject to the  limitations  provided  in the  Warrant  Agreement,
without  charge  except  for any tax or other  governmental  charge  imposed  in
connection  therewith.  The  failure of the  Company  to issue such new  Warrant
Certificates shall not in any way change, alter, or otherwise impair, the rights
of the holder as set forth in the Warrant Agreement.

     The  Company  and the  Warrant  Agent  may deem and  treat  the  registered
holder(s)  hereof  as  the  absolute   owner(s)  of  this  Warrant   Certificate
(notwithstanding  any  notation of  ownership  or other  writing  hereon made by
anyone),  for the purpose of any exercise  hereof,  of any  distribution  to the
holder(s)  hereof,  and for all other purposes,  and neither the Company nor the
Warrant  Agent  shall be affected by any notice to the  contrary.  This  Warrant
Certificate shall not entitle the holder hereof to any of the rights of a holder
of Common  Stock of the Company,  including,  without  limitation,  the right to
vote, to receive dividends and other  distributions,  to exercise any preemptive
right,  or to receive any notice of, or to attend  meetings of holders of Common
Stock or any other proceedings of the Company.

     This Warrant  Certificate  shall not be valid unless  countersigned  by the
Warrant Agent.

IN WITNESS WHEREOF, VIPER MOTORCYCLE COMPANY has caused this Warrant Certificate
to be duly executed.


WITNESS the facsimile signatures of its duly authorized officers

DATED:

COUNTERSIGNED AND REGISTERED:

CONTENTAL STOCK TRANSFER & TRUST COMPANY
AS WARRANT AGENT
BY:
   ---------------------------------------------------------------------------


VIPER MOTORCYCLE COMPANY

BY:                             ATTEST:



         SECRETARY                     CHIEF EXECUTIVE OFFICER

<PAGE>


TO:  Continental Stock Transfer & Trust Company

                                  PURCHASE FORM

                    (TO BE EXECUTED BY THE REGISTERED HOLDER
                   IN ORDER TO EXERCISE WARRANT CERTIFICATES)

                                  CASH PAYMENT

          The undersigned  hereby  irrevocably  elects to exercise this Warrant,
according to the terms and conditions  hereof,  and to purchase for cash _______
Shares of Comon Stock issuable upon exercise of this Warrant, and herewith makes
payment of the exercise price of $________ per share thereof,  and requests that
certificates  for such Shares be issued in the name of the undersigned or in the
name of his assignee as indicated on the Assignment Form below.

PLEASE INSERT SOCIAL SECURITY OR OTHER
        IDENTIFYING NUMBER OF           ----------------------------------------
   REGISTERED HOLDER OF CERTIFICATE     (Name - Please Print)

   --------------------------------     ----------------------------------------
                                        (Address)

   --------------------------------     ----------------------------------------
                                        SIGNATURE*

                                                --------------------------------

                                        *NOTICE  -  The   signature(s)   to  the
                                        Purchase  Form  or the  Assignment  Form
                                        must  correspond  to the name as written
                                        upon the face of the Warrant Certificate
                                        in every particular  without  alteration
                                        or enlargement or any change whatsoever.

                              --------------------

                                 ASSIGNMENT FORM
   (TO BE EXECUTED BY THE REGISTERED HOLDER IN ORDER TO TRANSFER THE WARRANT)

PLEASE INSERT SOCIAL SECURITY NUMBER    FOR  VALUE  RECEIVED,   the  undersigned
    OR OTHER IDENTIFYING NUMBER         hereby sells,  assigns and transfers its
            OF ASSIGNEE                 right to purchase ___________ shares of
                                        Common Stock represented by the attached
                                        Warrant Certificate unto
   --------------------------------


   --------------------------------     ----------------------------------------

--------------------------------------------------------------------------------
(PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ASSIGNEE)

and does irrevocably constitute and appoint
                                            ------------------------------------
attorney to transfer the Warrant  Certificate on the records of the Company with
full power of substitution in the premises.

DATE:                                   SIGNATURE(S)*
       ------------------------------                ---------------------------

                                        *NOTICE  -   The   signature(s)  to  the
                                                     Purchase    Form   or   the
                                                     Assignment     Form    must
                                                     correspond  to the  name as
                                                     written  upon  the  face of
                                                     the Warrant  Certificate in
                                                     every  particular   without
                                                     alteration  or  enlargement
                                                     or any change whatsoever.

SIGNATURES GUARANTEED:

----------------------------------------
     The    signature(s)    should    be
     guaranteed by an eligible guarantor
     institution  (banks,  stockbrokers,
     savings and loan  associations  and
     credit unions with membership in an
     approved    medallion     signature
     guarantee program)