ANNEX II
                                       TO
                             SUBSCRIPTION AGREEMENT

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES ACT OF 1933, AS AMENDED.  THE SECURITIES  HAVE BEEN ACQUIRED FOR
INVESTMENT  AND MAY NOT BE RESOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR AN OPINION OF COUNSEL REASONABLY  ACCEPTABLE TO THE COMPANY
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

                                       Right to Purchase 62,500 Shares of Common
                                        Stock of Titan Motorcycle Co. of America

                         TITAN MOTORCYCLE CO. OF AMERICA

                          COMMON STOCK PURCHASE WARRANT
NO. W-B-2

     TITAN  MOTORCYCLE CO. OF AMERICA,  a Nevada  corporation  (the  "Company"),
hereby  certifies  that, for value received,  KOCH  INVESTMENT  GROUP LIMITED or
registered assigns (the "Holder"),  is entitled,  subject to the terms set forth
below,  to purchase  from the Company at any time or from time to time after the
date hereof,  and before 5:00 p.m., New York City time, on the  Expiration  Date
(as hereinafter  defined),  62,500 fully paid and nonassessable shares of Common
Stock (as  hereinafter  defined)  at a  purchase  price  per share  equal to the
Purchase  Price (as  hereinafter  defined).  The number of such shares of Common
Stock and the  Purchase  Price are  subject to  adjustment  as  provided in this
Warrant.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

          "Closing  Price" means $2.25  (subject to equitable  adjustments  from
     time to time on terms  reasonably  determined  by the Board of Directors of
     the   Company   for   stock   splits,   stock   dividends,    combinations,
     recapitalizations,  reclassifications  and similar events occurring or with
     respect to which "ex-" trading commences on or after the Issuance Date).
<PAGE>
          "Common Stock"  includes the Company's  Common Stock,  $.001 par value
     per share, as authorized on the date hereof,  and any other securities into
     which or for which the Common Stock may be converted or exchanged  pursuant
     to a plan of  recapitalization,  reorganization,  merger, sale of assets or
     otherwise.

          "Company"  shall  include  Titan  Motorcycle  Co. of  America  and any
     corporation  that  shall  succeed  to or assume  the  obligations  of Titan
     Motorcycle Co. of America hereunder in accordance with the terms hereof.

          "Expiration Date" means March 9, 2005.

          "Issuance  Date"  means the first date of  original  issuance  of this
     Warrant.

          "1934 Act" means the Securities Exchange Act of 1934, as amended.

          "1933 Act" means the Securities Act of 1933, as amended.

          "Other  Securities"  refers to any stock (other than Common Stock) and
     other  securities  of  the  Company  or  any  other  person  (corporate  or
     otherwise)  which the Holder at any time shall be entitled  to receive,  or
     shall have  received,  on the  exercise of this  Warrant,  in lieu of or in
     addition to Common  Stock,  or which at any time shall be issuable or shall
     have been issued in exchange for or in replacement of Common Stock or Other
     Securities pursuant to Section 4.

          "Purchase Price" shall mean $2.00 per share,  subject to adjustment as
     provided in this Warrant.

          "Registration   Rights   Agreement"  means  the  Registration   Rights
     Agreement,  dated as of March 7, 2000 by and  between  the  Company and the
     original Holder of this Warrant, as amended from time to time in accordance
     with its terms.

          "Subscription Agreement" means the Subscription Agreement, dated as of
     March 7, 2000,  by and between the Company and the original  Holder of this
     Warrant, as amended from time to time in accordance with its terms.

          "Trading Day" means a day on which the principal securities market for
     the Common Stock is open for general trading of securities.

     1. EXERCISE OF WARRANT.

     1.1  EXERCISE.  (a) This Warrant may be  exercised by the Holder  hereof in
full or in part at any time or from  time to time  during  the  exercise  period
specified in the first  paragraph  hereof until the Expiration Date by surrender
of this Warrant and the  subscription  form annexed hereto (duly executed by the
Holder),  to the  Company's  transfer  agent and registrar for the Common Stock,
with a copy to the Company,  and by making  payment,  in cash or by certified or
official bank check payable to the order of the Company,  in the amount obtained

                                       2
<PAGE>
by multiplying (a) the number of shares of Common Stock designated by the Holder
in the  subscription  form by (b) the  Purchase  Price  then in  effect.  On any
partial  exercise  the Company will  forthwith  issue and deliver to or upon the
order of the Holder hereof a new Warrant or Warrants of like tenor,  in the name
of the  Holder  hereof  or as the  Holder  (upon  payment  by the  Holder of any
applicable  transfer taxes) may request,  providing in the aggregate on the face
or faces  thereof for the  purchase of the number of shares of Common  Stock for
which such Warrant or Warrants may still be exercised.

     (b)  Notwithstanding any other provision of this Warrant, in no event shall
the  Holder be  entitled  at any time to  purchase  a number of shares of Common
Stock on  exercise  of this  Warrant  in  excess of that  number of shares  upon
purchase  of  which  the  sum of (1)  the  number  of  shares  of  Common  Stock
beneficially  owned by the Holder and all persons whose beneficial  ownership of
shares  of  Common  Stock  would  be  aggregated  with the  Holder's  beneficial
ownership of shares of Common  Stock for  purposes of Section  13(d) of the 1934
Act and Regulation 13D-G thereunder,  (each such person other than the Holder an
"Aggregated  Person" and all such persons  other than the Holder,  collectively,
the "Aggregated Persons") (other than shares of Common Stock deemed beneficially
owned  through the  ownership  by the Holder and all  Aggregated  Persons of the
Holder  of the  unexercised  portion  of this  Warrant  and the  unexercised  or
unconverted  portion of any other security of the Company which contains similar
provisions)  and (2) the number of shares of Common Stock issuable upon exercise
of the portion of this Warrant with respect to which the  determination  in this
sentence is being made,  would result in beneficial  ownership by the Holder and
all Aggregated Persons of the Holder of more than 4.9% of the outstanding shares
of Common Stock. For purposes of the immediately preceding sentence,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the 1934 Act
and Regulation 13D-G thereunder,  except as otherwise  provided in clause (1) of
the immediately preceding sentence.

     1.2 NET  ISSUANCE.  Notwithstanding  anything to the contrary  contained in
Section 1.1, if on the date this Warrant is exercised or on the date the Company
delivers stock certificates in connection with such exercise pursuant to Section
2 below (a) the Registration  Statement (as defined in the  Registration  Rights
Agreement)  is not  available to the Holder for the public  resale of any of the
shares of Common Stock  issued upon  exercise of this Warrant or (b) the Company
is not in compliance in all material respects with its obligations to the Holder
(including,   without  limitation,  its  obligations  under  this  Warrant,  the
Subscription Agreement, the Registration Rights Agreement and the Certificate of
Designations (as defined in the Subscription  Agreement)),  the Holder may elect
to exercise this Warrant in whole or in part by receiving shares of Common Stock
equal to the net issuance  value (as determined  below) of this Warrant,  or any
part hereof,  upon surrender of this Warrant to the Company's transfer agent and
registrar  for the Common  Stock  together  with the  subscription  form annexed
hereto (duly executed by the Holder),  in which event the Company shall issue to
the  Holder a number  of shares of Common  Stock  computed  using the  following
formula:

                  X = Y (A-B)
                            A

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<PAGE>
where:    X    = the number of shares of Common Stock to be issued to the Holder

          Y    = the number of shares of Common  Stock as to which this  Warrant
               is to be exercised

          A    = the  current  fair  market  value of one share of Common  Stock
               calculated as of the last Trading Day  immediately  preceding the
               exercise of this Warrant

          B    = the Purchase Price

     As used herein, current fair market value of Common Stock as of a specified
date shall mean with  respect to each  share of Common  Stock the  closing  sale
price of the Common Stock on the principal securities market on which the Common
Stock  may at the time be  listed  or,  if there  have been no sales on any such
exchange on such day,  the average of the highest bid and lowest asked prices on
the principal  securities  market at the end of such day, or, if on such day the
Common Stock is not so listed,  the average of the  representative bid and asked
prices quoted in the Nasdaq System as of 4:00 p.m.,  New York City time,  or, if
on such day the Common Stock is not quoted in the Nasdaq System,  the average of
the  highest  bid  and  lowest   asked  price  on  such  day  in  the   domestic
over-the-counter   market  as  reported  by  the  National   Quotation   Bureau,
Incorporated,  or any similar successor organization, in each such case averaged
over a period of five consecutive Trading Days consisting of the day as of which
the current fair market value of a share of Common Stock is being determined (or
if such day is not a Trading Day, the Trading Day next  preceding  such day) and
the four  consecutive  Trading  Days prior to such day. If on the date for which
current fair market value is to be determined  the Common Stock is not listed on
any securities  exchange or quoted in the Nasdaq System or the  over-the-counter
market, the current fair market value of Common Stock shall be the highest price
per share  which the  Company  could  then  obtain  from a willing  buyer (not a
current  employee or  director)  for shares of Common Stock sold by the Company,
from authorized but unissued shares, as determined in good faith by the Board of
Directors  of the  Company,  unless  prior to such date the  Company  has become
subject to a merger,  acquisition or other  consolidation  pursuant to which the
Company is not the surviving  party, in which case the current fair market value
of the Common  Stock shall be deemed to be the value  received by the holders of
the  Company's  Common Stock for each share  thereof  pursuant to the  Company's
acquisition.

     2.  DELIVERY  OF  STOCK  CERTIFICATES,   ETC.,  ON  EXERCISE.  As  soon  as
practicable  after the exercise of this  Warrant,  and in any event within three
Trading Days thereafter, the Company at its expense (including the payment by it
of any  applicable  issue or stamp taxes) will cause to be issued in the name of
and delivered to the Holder hereof, or as the Holder (upon payment by the Holder
of any applicable  transfer taxes) may direct, a certificate or certificates for
the  number of fully  paid and  nonassessable  shares of Common  Stock (or Other
Securities)  to which the Holder  shall be  entitled on such  exercise,  in such
denominations as may be requested by the Holder, plus, in lieu of any fractional
share to which the  Holder  would  otherwise  be  entitled,  cash  equal to such
fraction  multiplied  by the then current fair market  value (as  determined  in
accordance with subsection 1.2) of one full share, together with any other stock

                                       4
<PAGE>
or other securities and property (including cash, where applicable) to which the
Holder is entitled upon such exercise  pursuant to Section 1 or otherwise.  Upon
exercise of this Warrant as provided herein,  the Company's  obligation to issue
and  deliver  the   certificates   for  Common   Stock  shall  be  absolute  and
unconditional,  irrespective  of the  absence  of any  action  by the  Holder to
enforce the same,  any waiver or consent with respect to any provision  thereof,
the  recovery  of any  judgment  against any person or any action to enforce the
same,  any failure or delay in the  enforcement  of any other  obligation of the
Company to the Holder, or any setoff,  counterclaim,  recoupment,  limitation or
termination,  or any breach or alleged  breach by the Holder or any other person
of any obligation to the Company,  and  irrespective  of any other  circumstance
which  might  otherwise  limit such  obligation  of the Company to the Holder in
connection  with such  exercise.  If the Company  fails to issue and deliver the
certificates  for the Common Stock to the Holder  pursuant to the first sentence
of this  paragraph  as and when  required  to do so,  in  addition  to any other
liabilities the Company may have hereunder and under applicable law, the Company
shall pay or  reimburse  the  Holder on demand  for all  out-of-pocket  expenses
including,  without  limitation,  reasonable  fees and expenses of legal counsel
incurred by the Holder as a result of such failure.

     3.   ADJUSTMENT   FOR   DIVIDENDS   IN   OTHER   STOCK,   PROPERTY,   ETC.;
RECLASSIFICATION,  ETC.  In case at any  time or  from  time to time  after  the
Issuance Date, all the holders of Common Stock (or Other  Securities) shall have
received,  or (on or after  the  record  date  fixed  for the  determination  of
stockholders eligible to receive) shall have become entitled to receive, without
payment therefor,

          (a) other or additional  stock or other  securities or property (other
     than cash) by way of dividend, or

          (b) any cash (excluding cash dividends  payable solely out of earnings
     or earned surplus of the Company), or

          (c)  other  or  additional  stock  or  other  securities  or  property
     (including   cash)  by  way  of   spin-off,   split-up,   reclassification,
     recapitalization, combination of shares or similar corporate rearrangement,

other than additional shares of Common Stock (or Other  Securities)  issued as a
stock dividend or in a stock-split (adjustments in respect of which are provided
for in Section 5), then and in each such case the Holder, on the exercise hereof
as  provided  in Section 1, shall be entitled to receive the amount of stock and
other  securities  and  property  (including  cash in the cases  referred  to in
subdivisions  (b) and (c) of this  Section 3;  PROVIDED,  HOWEVEr,  that if such
property is not then available,  the Company shall either (A) substitute cash or
property of equivalent  value or (B) reduce the Purchase  Price and/or  increase
the number of shares of Common Stock  issuable upon the exercise of this Warrant
to reflect the value of the property distributable to stockholders, in each case
in a manner  reasonably  satisfactory to the Holder) which the Holder would hold
on the date of such  exercise  if on the date  thereof  the  Holder had been the
holder of record of the number of shares of Common  Stock called for on the face
of this  Warrant and had  thereafter,  during the period from the date hereof to
and including the date of such exercise, retained such shares and all such other
or additional  stock and other  securities and property  (including  cash in the

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<PAGE>
case  referred to in  subdivisions  (b) and (c) of this Section 3) receivable by
the Holder as aforesaid  during such period,  giving  effect to all  adjustments
called for during  such  period by Section 4.  Notwithstanding  anything in this
Section 3 to the  contrary,  no  adjustments  pursuant  to this  Section 3 shall
actually be made until the cumulative  effect of the  adjustments  called for by
this Section 3 since the date of the last adjustment  actually made would change
the amount of stock or other securities and property which the Holder would hold
by more than 1%.

     4. EXERCISE UPON REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any
time or from time to time after the Issuance  Date, the Company shall (a) effect
a  reorganization,  (b)  consolidate  with or merge into any other  person,  (c)
effect an exchange of  outstanding  shares of the Company for  securities of any
other person or (d)  transfer  all or  substantially  all of its  properties  or
assets  to any other  person  under any plan or  arrangement  contemplating  the
dissolution  of the  Company,  then,  in each such case,  as a condition of such
reorganization,  consolidation,  merger, share exchange, sale or conveyance, (i)
the  Company  shall give at least 15 days  notice to the Holder of such  pending
transaction  whereby the Holder  shall have the right to exercise  this  Warrant
prior to any such reorganization, consolidation, merger, share exchange, sale or
conveyance and (ii) if the Holder does not so exercise this Warrant in full, the
Company  shall cause  effective  provisions  to be made so that the Holder shall
have the right thereafter,  by exercising this Warrant (in lieu of the shares of
Common Stock of the Company  purchasable  and  receivable  upon  exercise of the
rights represented hereby immediately prior to such transaction) to purchase the
kind and amount of shares of stock and other securities and property  (including
cash);  PROVIDED,  HOWEVER,  that if such  property is not then  available,  the
Company shall either (A) substitute cash or property of equivalent  value or (B)
reduce the Purchase  Price and/or  increase the number of shares of Common Stock
issuable  upon the exercise of this Warrant to reflect the value of the property
distributable to stockholders,  in each case in a manner reasonably satisfactory
to the Holder) receivable upon such reorganization, consolidation, merger, share
exchange, sale or conveyance by a holder of the number of shares of Common Stock
that might have been received upon exercise of this Warrant immediately prior to
such reorganization,  consolidation, merger, share exchange, sale or conveyance.
Any exercise of this  Warrant  pursuant to notice under this Section may, at the
option of the Holder,  be conditioned  upon the closing of such  reorganization,
consolidation, merger, sale or conveyance which is the subject of the notice and
the  exercise  of this  Warrant  shall  not be  deemed  to have  occurred  until
immediately prior to the closing of such transaction.

     5.  ADJUSTMENT  FOR  EXTRAORDINARY  EVENTS.  In the  event  that  after the
Issuance Date the Company shall (i) issue additional shares of Common Stock as a
dividend or other  distribution on outstanding  Common Stock,  (ii) subdivide or
reclassify  its  outstanding  shares  of  Common  Stock,  or (iii)  combine  its
outstanding  shares of Common  Stock  into a smaller  number of shares of Common
Stock, then, in each such event, the Purchase Price shall,  simultaneously  with
the happening of such event,  be adjusted by  multiplying  the Purchase Price in
effect  immediately  prior to such event by a fraction,  the  numerator of which
shall be the number of shares of Common Stock  outstanding  immediately prior to
such event and the  denominator of which shall be the number of shares of Common
Stock  outstanding  immediately  after such  event,  and the product so obtained
shall thereafter be the Purchase Price then in effect. The Purchase Price, as so
adjusted,  shall be  readjusted  in the same  manner upon the  happening  of any
successive  event or events described herein in this Section 5. The Holder shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to

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<PAGE>
receive  that number of shares of Common Stock  determined  by  multiplying  the
number of shares  of Common  Stock  which  would be  issuable  on such  exercise
immediately  prior to such  issuance by a fraction of which (i) the numerator is
the Purchase  Price in effect  immediately  prior to such  issuance and (ii) the
denominator is the Purchase Price in effect on the date of such exercise.

     6. ADJUSTMENT FOR CERTAIN STOCK ISSUANCES.  In case at any time the Company
shall issue shares of its Common Stock or debt or equity securities  convertible
into or exercisable or  exchangeable  for shares of Common Stock  (collectively,
the  "Newly  Issued  Securities"),  other than (i) an  issuance  pro rata to all
holders of its  outstanding  Common Stock,  (ii) issuances  pursuant to options,
warrants and convertible  securities outstanding on the Issuance Date (including
securities  issued pursuant to the  Subscription  Agreement) and (iii) issuances
pursuant  to stock  option  plans and other  stock-based  plans or  arrangements
approved by the Board of Directors of the Company,  at a price below the Closing
Price in effect at the time of such  issuance,  then  following such issuance of
Newly  Issued  Securities  the number of shares of Common Stock which the Holder
shall be entitled to receive upon  exercise of this  Warrant  shall be increased
and the Purchase Price shall be decreased to the respective  amounts  determined
pursuant  to this  Section 6. The number of shares of Common  Stock  purchasable
upon  the  exercise  of this  Warrant  following  any such  adjustment  shall be
determined by multiplying the number of shares purchasable upon exercise of this
Warrant  immediately  prior to such  adjustment by a fraction,  the numerator of
which shall be the sum of (a) the number of shares of Common  Stock  outstanding
immediately prior to the issuance of the Newly Issued Securities  (calculated on
a  fully-diluted  basis  assuming  the  exercise or  conversion  of all options,
warrants, purchase rights or convertible securities which are exercisable at the
time of the  issuance of the Newly  Issued  Securities),  plus (b) the number of
Newly Issued  Securities,  and the  denominator of which shall be the sum of (a)
the  number  of  shares of Common  Stock  outstanding  immediately  prior to the
issuance of the Newly Issued  Securities  (calculated on a  fully-diluted  basis
assuming the conversion of all options, warrants, purchase rights or convertible
securities which are exercisable at the time of the issuance of the Newly Issued
Securities),  plus (b) the number of shares of Common Stock which the  aggregate
consideration,  if any,  received by the Company for the number of Newly  Issued
Securities would purchase at a price equal to the Closing Price in effect at the
time of such issuance.  Upon any adjustment  under this Section 6, the number of
shares of  Common  Stock  purchasable  upon  exercise  of this  Warrant  in full
immediately   after  such   adjustment   shall  be   rounded   to  the   nearest
one-one-hundredth  of a share of Common Stock subject,  however, to Section 2 of
this Warrant relating to fractional  shares of Common Stock.  Such adjustment of
the number of shares purchasable provided for in this Section 6 may be expressed
as the following mathematical formula:

                      X    =  W x [O+N]
                                  ------
                                 [O+(A/C)]

         where:

          A    = aggregate  consideration  received by the Company for the Newly
               Issued Securities

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<PAGE>
          C    =  Closing  Price in effect  at the time of the  issuance  of the
               Newly Issued Securities

          N    = number of Newly Issued Securities

          O    = number  of  shares  of  Common  Stock  outstanding  (on a fully
               diluted basis,  as described  above) prior to the issuance of the
               Newly Issued Securities

          W    = number of shares  issuable  upon exercise of this Warrant prior
               to the issuance of the Newly Issued Securities

          X    = number of shares  issuable  upon exercise of this Warrant after
               the issuance of the Newly Issued Securities

Upon the issuance of such Newly  Issued  Securities,  the Purchase  Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
Purchase  Price in effect  immediately  prior to such event by a  fraction,  the
numerator of which shall be the number of shares of Common Stock  issuable  upon
exercise of this Warrant  prior to the  issuance of the Newly Issued  Securities
and the  denominator  of which  shall be the  number of  shares of Common  Stock
issuable  upon the  exercise  of this  Warrant  after the  issuance of the Newly
Issued  Securities  as provided  in this  Section 6, and the product so obtained
shall  thereafter  be the  Purchase  Price then in effect.  The number of shares
issuable  upon  exercise of this Warrant and the Purchase  Price,  as each is so
adjusted,  shall be  readjusted  in the same  manner upon the  happening  of any
successive issuances of Newly Issued Securities described in this Section 6.

     7.  FURTHER  ASSURANCES.  The  Company  will  take all  action  that may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of stock,  free from all taxes,  liens and
charges with respect to the issue thereof, on the exercise of all or any portion
of this Warrant from time to time outstanding.

     8. NOTICES OF RECORD DATE, ETC. In the event of

          (a) any taking by the  Company of a record of the holders of any class
     of securities  for the purpose of determining  the holders  thereof who are
     entitled  to  receive  any  dividend  on,  or any right to  subscribe  for,
     purchase or otherwise acquire any shares of stock of any class or any other
     securities or property, or to receive any other right, or

          (b) any capital reorganization of the Company, any reclassification or
     recapitalization of the capital stock of the Company or any transfer of all
     or  substantially  all of the assets of the Company to or  consolidation or
     merger  of the  Company  with  or  into  any  other  person  (other  than a
     wholly-owned subsidiary of the Company), or

          (c)  any  voluntary  or   involuntary   dissolution,   liquidation  or
     winding-up of the Company,

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<PAGE>
then and in each such event the  Company  will mail or cause to be mailed to the
Holder, at least ten days prior to such record date, a notice specifying (i) the
date on which any such record is to be taken for the  purpose of such  dividend,
distribution  or right,  and stating the amount and character of such  dividend,
distribution  or  right,  (ii)  the  date  on  which  any  such  reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed,  as of which  the  holders  of  record  of  Common  Stock (or Other
Securities) shall be entitled to exchange their shares of Common Stock (or Other
Securities) for securities or other property deliverable on such reorganization,
reclassification,    recapitalization,    transfer,    consolidation,    merger,
dissolution,  liquidation or  winding-up,  and (iii) the amount and character of
any stock or other  securities,  or  rights or  options  with  respect  thereto,
proposed to be issued or granted,  the date of such proposed  issue or grant and
the  persons or class of persons to whom such  proposed  issue or grant is to be
offered or made. Such notice shall also state that the action in question or the
record date is subject to the  effectiveness  of a registration  statement under
the 1933 Act, or a favorable vote of  stockholders  if either is required.  Such
notice  shall be mailed at least ten days  prior to the date  specified  in such
notice on which any such action is to be taken or the record date,  whichever is
earlier.  Any  failure to receive  such  notice  shall not affect the  corporate
action taken.

     9.  RESERVATION  OF STOCK,  ETC.,  ISSUABLE ON EXERCISE  OF  WARRANTS.  The
Company will at all times reserve and keep  available out of its  authorized but
unissued  shares of capital  stock,  solely for  issuance  and  delivery  on the
exercise of this  Warrant,  a  sufficient  number of shares of Common  Stock (or
Other  Securities) to effect the full exercise of this Warrant and the exercise,
conversion  or  exchange  of any  other  warrant  or  security  of  the  Company
exercisable for,  convertible into,  exchangeable for or otherwise entitling the
holder to acquire  shares of Common Stock (or Other  Securities),  and if at any
time the number of  authorized  but  unissued  shares of Common  Stock (or Other
Securities)  shall not be  sufficient  to effect such  exercise,  conversion  or
exchange, the Company shall take such action as may be necessary to increase its
authorized  but unissued  shares of Common Stock (or Other  Securities)  to such
number as shall be sufficient for such purposes.

     10.  TRANSFER OF WARRANT.  This  Warrant  shall inure to the benefit of the
successors to and assigns of the Holder.  This Warrant and all rights hereunder,
in whole or in part,  are  registrable  at the  office or agency of the  Company
referred  to below by the  Holder  hereof in  person  or by his duly  authorized
attorney, upon surrender of this Warrant properly endorsed.

     11.  REGISTER OF WARRANTS.  The Company  shall  maintain,  at the principal
office of the Company (or such other office as it may designate by notice to the
Holder  hereof),  a  register  in which the  Company  shall  record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each successor and prior owner of such Warrant.  The Company
shall  be  entitled  to treat  the  person  in whose  name  this  Warrant  is so
registered as the sole and absolute owner of this Warrant for all purposes.

     12. EXCHANGE OF WARRANT.  This Warrant is exchangeable,  upon the surrender
hereof by the Holder  hereof at the office or agency of the Company  referred to
in Section 11, for one or more new  Warrants of like tenor  representing  in the

                                       9
<PAGE>
aggregate the right to subscribe for and purchase the number of shares of Common
Stock which may be  subscribed  for and  purchased  hereunder,  each of such new
Warrants to  represent  the right to subscribe  for and purchase  such number of
shares  as  shall  be  designated  by said  Holder  hereof  at the  time of such
surrender.

     13. REPLACEMENT OF WARRANT. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     14. WARRANT AGENT. In accordance with the Transfer Agent  Agreement,  dated
as of March 7, 2000, by and among the Company,  Signature Stock Transfer,  Inc.,
as Transfer Agent and Registrar (the "Transfer Agent"),  and the original Holder
of this  Warrant  and the other  common  stock  purchase  warrants of like tenor
issued by the  Company in  connection  with the  issuance of this  Warrant,  the
Company has appointed the Transfer  Agent as the exercise  agent for purposes of
issuing  shares of Common  Stock (or Other  Securities)  on the exercise of this
Warrant pursuant to Section 1. The Company may, by notice to the Holder, appoint
an agent  having an office in the United  States of America  for the  purpose of
exchanging  this  Warrant  pursuant  to Section 12 and  replacing  this  Warrant
pursuant  to Section 13, or either of the  foregoing,  and  thereafter  any such
exchange  or  replacement,  as the case may be,  shall be made at such office by
such agent.

     15. REMEDIES. The Company stipulates that the remedies at law of the Holder
in the  event  of any  default  or  threatened  default  by the  Company  in the
performance  of or compliance  with any of the terms of this Warrant are not and
will not be  adequate,  and that such terms may be  specifically  enforced  by a
decree for the specific  performance of any agreement  contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.

     16. NO RIGHTS OR  LIABILITIES  AS A  STOCKHOLDER.  This  Warrant  shall not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Holder hereof to purchase  Common Stock,  and no mere  enumeration
herein of the rights or privileges of the Holder hereof,  shall give rise to any
liability  of the  Holder  for the  Purchase  Price or as a  stockholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

     17. NOTICES,  ETC. All notices and other communications from the Company to
the  registered  Holder or from the  registered  Holder to the Company  shall be
delivered personally (which shall include telephone line facsimile  transmission
with  answer  back  confirmation)  or by  courier  and shall be  effective  upon
receipt,  addressed  to each party at the address or  telephone  line  facsimile
transmission number for each party set forth in the Subscription Agreement or at
such other address or telephone  line facsimile  transmission  number as a party
shall have provided to the other party in accordance with this provision.

                                       10
<PAGE>
     18.  TRANSFER  RESTRICTIONS.  By  acceptance  of this  Warrant,  the Holder
represents to the Company that the Holder is an "accredited investor" as defined
in Regulation D under the 1933 Act, has reviewed the Company's  periodic filings
made  under the 1934 Act and  desires no  further  information,  is aware of the
risks of  investing  in the  Company,  and  confirms  that this Warrant is being
acquired for the Holder's own account and for the purpose of investment  and not
with a view to, or for sale in connection  with, the distribution  thereof,  nor
with any present intention of distributing or selling this Warrant or the Common
Stock issuable upon exercise of this Warrant. The Holder acknowledges and agrees
that this Warrant and, except as otherwise  provided in the Registration  Rights
Agreement, the shares of Common Stock issuable upon exercise of this Warrant (if
any) have not been (and at the time of acquisition by the Holder,  will not have
been or will not be), registered under the 1933 Act or under the securities laws
of any state,  in reliance upon certain  exemptive  provisions of such statutes.
The Holder further  recognizes and  acknowledges  that because this Warrant and,
except as  provided  in the  Registration  Rights  Agreement,  the Common  Stock
issuable upon exercise of this Warrant (if any) are  unregistered,  they may not
be  eligible  for  resale,  and may only be resold in the future  pursuant to an
effective  registration  statement  under the 1933 Act and any applicable  state
securities  laws,  or  pursuant  to a valid  exemption  from  such  registration
requirements.  Unless the shares of Common Stock  issuable upon exercise of this
Warrant  have  theretofore  been  registered  for resale under the 1933 Act, the
Company may  require,  as a condition  to the  issuance of Common Stock upon the
exercise  of this  Warrant (i) in the case of an  exercise  in  accordance  with
Section 1.1 hereof,  a  confirmation  as of the date of exercise of the Holder's
representations  pursuant to this Section 18, or (ii) in the case of an exercise
in  accordance  with  Section  1.2  hereof,  an opinion  of  counsel  reasonably
satisfactory  to the Company  that the shares of Common  Stock to be issued upon
such exercise may be issued without registration under the 1933 Act.

     19. LEGEND.  Unless  theretofore  registered for resale under the 1933 Act,
each  certificate for shares issued upon exercise of this Warrant shall bear the
following legend:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended.  The securities have been
         acquired for investment and may not be resold,  transferred or assigned
         in  the  absence  of  an  effective   registration  statement  for  the
         securities under the Securities Act of 1933, as amended,  or an opinion
         of counsel  reasonably  acceptable to the Company that  registration is
         not required under said Act.

     20.  AMENDMENT;  WAIVER.  This Warrant and any terms hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is  sought.   Notwithstanding  any  other  provision  of  this  Warrant  or  the
Subscription  Agreement,  in addition  to the  requirements  of the  immediately
preceding  sentence,  any amendment of (x) Section 1.1(b), (y) the definition of
the term  Aggregated  Person or (z) this sentence shall require  approval by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Common  Stock,  present  in person or  represented  by proxy at a duly  convened
meeting of  stockholders  of the Company,  and entitled to vote,  or the consent
thereto in writing by holders of a majority of the outstanding  shares of Common
Stock, and the stockholders of the Company are hereby expressly made third party
beneficiaries of this sentence.

                                       11
<PAGE>
     21.  MISCELLANEOUS.  This  Warrant  shall  be  construed  and  enforced  in
accordance  with and governed by the internal laws of the State of Arizona.  The
headings in this Warrant are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The invalidity or  unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.

     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed on
its behalf by one of its officers thereunto duly authorized.

Dated: March 9, 2000                    TITAN MOTORCYCLE CO. OF AMERICA



                                        By: /s/ Francis S. Keery
                                           -------------------------------------
                                        Title: Chief Executive Officer

                                       12
<PAGE>
                              FORM OF SUBSCRIPTION

                         TITAN MOTORCYCLE CO. OF AMERICA

                   (To be signed only on exercise of Warrant)

TO: Signature Stock Transfer & Trust, Inc.,    CC: Titan Motorcycle Co.
    as Exercise Agent                              of America
    14675 Midway Road                              2222 West Peoria Avenue
    Suite 221                                      Phoenix, Arizona  85029
    Dallas, Texas 75244

     1. The undersigned Holder of the attached original, executed Warrant hereby
elects to  exercise  its  purchase  right  under such  Warrant  with  respect to
______________  shares of Common  Stock,  as  defined in the  Warrant,  of Titan
Motorcycle Co. of America, a Nevada corporation (the "Company").

     2. The undersigned Holder (check one):

     [ ]  (a)  elects to pay the  aggregate  purchase  price for such  shares of
          Common Stock (the "Exercise Shares") (i) by lawful money of the United
          States or the  enclosed  certified or official  bank check  payable in
          United  States  dollars  to the order of the  Company in the amount of
          $___________,  or (ii) by wire  transfer of United States funds to the
          account of the Company in the amount of $____________,  which transfer
          has been made before or simultaneously  with the delivery of this Form
          of Subscription pursuant to the instructions of the Company;

     or

     [ ]  (b) elects to receive  shares of Common  Stock having a value equal to
          the value of the Warrant as permitted by and  calculated in accordance
          with Section 1.2 of the Warrant.

     3.  Please  issue a stock  certificate  or  certificates  representing  the
appropriate  number of shares of Common Stock in the name of the  undersigned or
in such other name as is specified below:

                  Name:
                       ------------------------------------------
                  Address:
                          ---------------------------------------

     4. The  undersigned  Holder  confirms  with  respect to such Holder and the
shares of Common Stock  issuable  pursuant to this exercise the  representations
set forth in Section 18 of the Warrant.

                                      S-1
<PAGE>

Dated:                              --------------------------------------------
      --------- --, ----            (Signature must conform to name of Holder as
                                    specified on the face of the Warrant)

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

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


                                      S-2