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                                                                    EXHIBIT 4.6

                 EXCELSIOR-HENDERSON MOTORCYCLE MANUFACTURING COMPANY

                                   PROMISSORY NOTE

                                                              No. 1  $7,145,000

     Excelsior-Henderson Motorcycle Manufacturing Company, a Minnesota
corporation, acknowledges itself indebted and for value received hereby promises
to pay to the order of the Minnesota Agricultural and Economic Development Board
as the statutory successor to the Minnesota Energy and Economic Development
Authority (the "Board") and its successors and assigns, the principal sum of
SEVEN MILLION ONE HUNDRED FORTY FIVE THOUSAND DOLLARS ($7,145,000) together with
interest on the unpaid principal balance of this Note until the Borrower's
obligation with respect to the payment of such sum shall be discharged at a rate
of interest identical to the stated rates of interest on the Series 1997B Bonds
referred to below (taking into account the different rates for the different
maturities and principal amounts of the Series 1997B Bonds) but payable not as
provided in the Series 1997B Bonds but as provided below and in the Loan
Agreement referred to below.

     This Note is issued to evidence the obligation of Excelsior-Henderson
Motorcycle Manufacturing Company under and pursuant to, and shall be governed by
and construed in accordance with the terms and conditions of, the Loan Agreement
dated as of November 1, 1997 (the "Loan Agreement") between the Board and
Excelsior-Henderson Motorcycle Manufacturing Company, for the repayment of the
loan made by the Board to Excelsior-Henderson Motorcycle Manufacturing Company,
thereunder from the proceeds of the Board's $7,145,000 principal amount of
Minnesota Small Business Development Loan Program Taxable Revenue Bonds, Series
1997B, Lot 1 (the "Bonds") and the payment of interest thereon, including
provision for prepayment of said loan in certain cases, and for the satisfaction
of a certain right of reimbursement of the General Guaranty Fund as provided in
the Loan Agreement under certain circumstances and for the satisfaction of a
certain right of reimbursement of the Board as provided in the Loan Agreement
under certain circumstances.  This Note is secured by the Security Agreement,
dated as of November 1, 1997 (the "Security Agreement") made by
Excelsior-Henderson Motorcycle Manufacturing Company to the payee on the Land
and certain other property, as provided in the Loan Agreement and granted by the
maker to the payee as provided in the Loan Agreement.  The Loan Agreement
(together with this Note) and the Security Agreement have been pledged to the
Holders of the Bonds from time to time issued under the Minnesota Small Business
Development Loan Program Revenue Bond General Bond Resolution (the "General Bond
Resolution") adopted by the Board on September 26, 1984 and thereafter amended
and restated from time to time pursuant to its terms. 

     As provided in the Loan Agreement and subject to the provisions thereof,
payments hereon are to be made in lawful money of the United States of America
at the place and in the manner provided in the Loan Agreement, in monthly
installments of principal and interest, commencing November 1, 1997, and payable
thereafter on the first day of each month, such installments to be applied first
to the payment of interest then due on this Note, and the 

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remaining balance thereof to reduce the unpaid principal amount of this Note, 
with each installment payable as interest to include interest payable in 
advance due to and including the first day of the next succeeding month from 
the month in which the installment is payable and with each installment 
payable as principal to be similarly paid in advance.  The monthly 
installments to be paid on this Note shall be an amount equal to (A) on 
January 1, 1998 (i) an installment of interest (after receiving a credit for 
any accrued interest on the Bonds received from the Original Purchasers (as 
defined in the Loan Agreement) of the Bonds) equal to the interest due on the 
Bonds on February 1, 1998; and (ii) an installment of principal equal to 
one-half of the principal due on the Bonds on August 1, 1998; and (B) for the 
period commencing on February 1, 1998 and on the first day of each month 
thereafter (1) one-sixth of the interest installment due on the Bonds on the 
next succeeding bond payment date thereof (taking into account such 
in-advance payments) and (2) one-twelfth of the principal installment due on 
the Bonds on the next succeeding bond payment date on which a principal 
installment thereon is due (taking into account such in-advance payments), 
such installments to be reduced by that sum or sums such that on or before 
the bond payment date on which a principal installment is due thereon any 
amounts then on deposit in the Holding Account created with respect to the 
Bonds pursuant to the provisions of the General Bond Resolution plus the 
monthly installment then to be paid on this Note shall equal the debt service 
payment on the Bonds due on such bond payment date.

     This Note may be prepaid in whole or in part in accordance with the
provisions of the Loan Agreement.  In addition, upon the occurrence of a
"Determination of Taxability" (as defined in the Loan Agreement), this Note
shall be mandatorily prepaid at the price and time specified in the Loan
Agreement and the Loan Agreement shall be terminated in accordance with the
provisions of Article XI of the Loan Agreement (and in particular, Section
11.1(a) and Section 11.2(a)(i)(A) thereof).  

     Excelsior-Henderson Motorcycle Manufacturing Company agrees to make the
payments on this Note on the dates and in the amounts specified herein and in
the Loan Agreement and in addition agrees to make such other payments at such
times and upon such conditions as are required pursuant to the Loan Agreement. 
In the "Event of Default", as defined in the Loan Agreement, the principal of
and interest on this Note may be declared immediately due and payable as
provided in the Loan Agreement.  This Note may be cancelled, amended or
supplemented as provided in the Loan Agreement.  

     Presentment for payment, notice of dishonor, protest and notice of protest
are hereby waived by the makers hereof.

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     IN WITNESS WHEREOF, Excelsior-Henderson Motorcycle Manufacturing Company
has caused this Note to be executed in its respective name and on its behalf by
the manual signature of its _______________, all as of December 1, 1997.

                              EXCELSIOR-HENDERSON MOTORCYCLE 
                              MANUFACTURING COMPANY


                              By
                                  Its
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