These  securities have not been  registered  under the Securities Act of 1933 or
any state  securities  laws.  These securities have been acquired for investment
and not with a view to distribution or resale,  and may not be sold,  mortgaged,
pledged,  hypothecated or otherwise  transferred without  registration under the
Securities  Act of 1933 and  qualification  under state  securities  laws, or an
opinion  of  counsel   acceptable  to  the  corporation  that  registration  and
qualification is not required.


                         TITAN MOTORCYCLE CO. OF AMERICA

                          Common Stock Purchase Warrant



To Subscribe for and Purchase                                      March 7, 2000
625 Shares of Common Stock of
TITAN MOTORCYCLE CO. OF AMERICA

     THIS CERTIFIES that, for good and valuable  consideration,  the sufficiency
of which is hereby acknowledged,  Financial West Group or its registered assigns
(the  "Holder") is entitled to subscribe for and purchase from TITAN  MOTORCYCLE
CO. OF AMERICA, a Nevada corporation  (hereinafter called the "Company"),  up to
625 shares  (subject to  adjustment as  hereinafter  provided) of fully paid and
non-assessable Common Stock of the Company (the "Common Stock"),  subject to the
provisions and upon the terms and conditions  hereinafter set forth at the price
of $2.00 per share  (such price as may from time to time be adjusted as provided
herein is called the "Warrant Price"),  at or prior to 5:00 p.m. Pacific time on
March 7, 2005 (the "Exercise Period").

     This Warrant and any Warrant  subsequently issued upon exchange or transfer
hereof are hereinafter collectively called the "Warrant."

     Section 1. EXERCISE OF WARRANT.  The rights represented by this Warrant may
be  exercised  by the  Holder,  in  whole or in part  (but not as to  fractional
shares)  at any time or from  time to time  during  the  Exercise  Period by the
completion  of the purchase  form  attached  hereto and by the surrender of this
Warrant (properly  endorsed) at the office of the Company as it may designate by
notice in writing to the Holder hereof at the address of the Holder appearing on
the books of the Company,  and by payment to the Company of the Warrant Price in
cash or by certified or official bank check, for each share being purchased.  In
the  event  of any  exercise  of the  rights  represented  by  this  Warrant,  a
certificate  or  certificates  for the  shares  of  Common  Stock so  purchased,
registered in the name of the Holder or its nominee or other party designated in
the purchase form by the Holder hereof, shall be delivered to the Holder as soon
as practicable after the exercise of this Warrant,  and in any event within five
(5) business days after the date on which the rights represented by this Warrant
shall have been so exercised;  and,  unless this Warrant has expired or has been
exercised in full,  a new Warrant  representing  the number of shares  (except a
remaining  fractional  share),  if any, with respect to which this Warrant shall
not then have been  exercised  shall  also be issued to the Holder  within  such
time.  The person in whose name any  certificate  for shares of Common  Stock is
issued upon  exercise of this  Warrant  shall for all purposes be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Warrant is made, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books are open.  No  fractional  shares  shall be issued  upon  exercise of this
Warrant and no payment or adjustment  shall be made upon any exercise on account
of any cash  dividends  on the Common Stock  issued upon such  exercise.  If any
fractional  interest in a share of Common Stock would,  except for the provision
of this  Section 1, be delivered  upon such  exercise,  the Company,  in lieu of
delivery of a  fractional  share  thereof,  shall pay to the Holder an amount in
cash equal to the current market price of such fractional share as determined in
good faith by the Board of Directors of the Company.  Current market price means
the closing  price of the Common Stock on the  relevant  date as reported on the
Nasdaq SmallCap  Market (or any national  securities  exchange,  national market
including the Nasdaq National  Market,  or other  quotation  system on which the
Common Stock is then  listed) or, if no prices are reported for that date,  such
prices on the next preceding date for which closing prices were reported,  or if
the Common Stock is not publicly traded, by such methods or procedures as may be
established  from time to time by the Board of  Directors of the Company in good
faith.

     Section 2. STOCK SPLITS, CONSOLIDATION, MERGER, AND SALE. In the event that
before the issuance of the shares of Common Stock into which this Warrant may be
exercised the outstanding  shares of Common Stock shall be split,  combined,  or
consolidated,  by dividend,  reclassification  or  otherwise,  into a greater or
lesser  number of shares of Common Stock or any other class or classes of stock,
as  appropriate,   the  Warrant  Price  in  effect  immediately  prior  to  such
combination or  consolidation  and the number of shares  purchasable  under this
Warrant  shall,  concurrently  with the  effectiveness  of such  combination  or
consolidation,  be  proportionately  adjusted.  If there shall be  effected  any
consolidation  or merger of the Company with another  corporation,  or a sale of
all or substantially all of the Company's assets to another corporation,  and if
the holders of Common Stock shall be entitled  pursuant to the terms of any such
transaction  to  receive  stock,  securities  or assets  with  respect  to or in
exchange for Common Stock, then, as a condition of such consolidation, merger or
sale,  lawful and adequate  provisions  shall be made whereby the Holder of this
Warrant shall thereafter have the right to receive,  upon the basis and upon the
terms and conditions  specified herein and in lieu of the shares of Common Stock
immediately  theretofore  receivable  upon the  exercise of such  Warrant,  such
shares of stock, securities or assets as may be issuable or payable with respect
to or in exchange for a number of outstanding  shares of such Common Stock equal
to the  number  of  shares  of such  Common  Stock  immediately  theretofore  so
receivable had such  consolidation,  merger or sale not taken place,  and in any
such case  appropriate  provisions  shall be made with respect to the rights and
interests of the Holder to the end that the provisions  hereof shall  thereafter
be  applicable,  as  nearly  as may be,  in  relation  to any  shares  of stock,
securities or assets thereafter deliverable upon the exercise of this Warrant.

          (a) STOCK TO BE RESERVED.  The Company  will at all times  reserve and
keep  available out of its  authorized  Common Stock,  solely for the purpose of
issue upon the  exercise  of this  Warrant as herein  provided,  such  number of
shares of Common  Stock as shall  then be  issuable  upon the  exercise  of this
Warrant.

          (b) ISSUE TAX. The issuance of certificates for shares of Common Stock
upon  exercise of this Warrant  shall be made  without  charge to the Holders of
this Warrant for any issuance tax in respect  thereof  provided that the Company
shall not be  required  to pay any tax which may be  payable  in  respect of any
transfer  involved in the  issuance and  delivery of any  certificate  in a name
other  than that of the  Holder  of this  Warrant,  which  shall be borne by the
Holder.

          (c) CLOSING OF BOOKS. The Company will not close its transfer books to
impair any  issuance  of the shares of Common  Stock upon the  exercise  of this
Warrant.

     Section 3. NOTICES OF RECORD DATES. 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  or other  distribution  (other  than  cash
dividends out of earned  surplus),  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 the assets of the Company to or consolidation or merger of the
Company with or into any other corporation, or

          (c)  any  voluntary  or   involuntary   dissolution,   liquidation  or
winding-up  of the  Company,  then and in each such event the Company  will give
notice to the Holder of this Warrant  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,
and  (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 will be entitled to exchange  their shares
of  Common  Stock  for  securities  or  other  property  deliverable  upon  such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up.  Such notice shall be given at
least ten (10) days and not more than ninety (90) days prior to the date therein
specified, and such notice shall state that the action in question or the record
date is subject  to the  effectiveness  of a  registration  statement  under the
Securities Act of 1933, as amended (the "Securities Act") or to a favorable vote
of  shareholders,  if  either  is  required.  Any  failure  to  provide a notice
hereunder shall not affect the corporate action taken.

     Section 4. NO  SHAREHOLDER  RIGHTS OR  LIABILITIES.  This Warrant shall not
entitle the Holder  hereof to any voting rights or other rights as a shareholder
of the Company. No provision hereof, in the absence of affirmative action by the
Holder hereof to purchase shares of Common Stock, and no mere enumeration hereon
of the  rights  or  privileges  of the  Holder  hereof,  shall  give rise to any
liability  of such  Holder  for the  Warrant  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

     Section 5.  REPRESENTATIONS  OF HOLDER.  The Holder hereby  represents  and
acknowledges  to the  Company as of the date  hereof and as of each  exercise of
this Warrant that:

          (a) this  Warrant,  the Common Stock  issuable  upon  exercise of this
Warrant and any securities  issued with respect to any of them by way of a stock
dividend  or  stock  split or in  connection  with a  recapitalization,  merger,
consolidation or other  reorganization  will be "restricted  securities" as such
term is used in the  rules  and  regulations  under  the  Securities  Act;  such
securities  have not been and may not be registered  under the Securities Act or
any state securities law; and such securities must be held  indefinitely  unless
registration  is  effected  or  transfer  can be made  pursuant  to  appropriate
exemptions;

          (b) the  Holder  has read,  and fully  understands,  the terms of this
Warrant  set  forth  on its  face  and the  attachments  hereto,  including  the
restrictions on transfer contained herein;

          (c) the Holder is purchasing  for  investment  for its own account and
not  with a view to or for sale in  connection  with  any  distribution  of this
Warrant  or the Common  Stock of the  Company  issuable  upon  exercise  of this
Warrant  and it  has  no  intention  of  selling  such  securities  in a  public
distribution in violation of the federal securities laws or any applicable state
securities laws;

          (d) the  Holder is an  "accredited  investor"  within  the  meaning of
paragraph  (a) of Rule 501 of  Regulation D promulgated  by the  Securities  and
Exchange  Commission and an "excluded  purchaser"  within the meaning of Section
25102(f) of the California Corporate Securities Law of 1968; and

          (e) the Company  may affix the  following  legend (in  addition to any
other  legend(s),   if  any,  required  by  applicable  state  corporate  and/or
securities   laws)  to  certificates  for  shares  of  Common  Stock  (or  other
securities) issued upon exercise of this Warrant:

     These  securities have not been registered under the Securities Act of 1933
     or any state  securities  laws.  These  securities  have been  acquired for
     investment and not with a view to  distribution  or resale,  and may not be
     sold,  mortgaged,  pledged,  hypothecated or otherwise  transferred without
     registration under the Securities Act of 1933 and qualification under state
     securities  laws, or an opinion of counsel  acceptable  to the  corporation
     that registration and qualification is not required.

     Section 6. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS.

          (a) The Holder may not  transfer  this  Warrant  without  the  written
consent of the Company and an opinion of counsel  acceptable to the Company that
the transfer may be effected in compliance with exemptions  under the Securities
Act and applicable state securities laws. The Holder may not transfer the Common
Stock underlying the Warrant unless there is an effective registration statement
in  effect  under  the  Securities  Act  and the  transfer  is  qualified  under
applicable  state securities laws, or the Holder has delivered to the Company an
opinion of counsel acceptable to the Company that registration and qualification
is not required.

          (b) The Company is obligated to cause a  registration  statement to be
filed  under  the  Securities  Act on or  before  April 7,  2000  pursuant  to a
Registration Rights Agreement between the Company and Advantage Fund II Ltd. and
a Registration  Rights  Agreement  between the Company and Koch Investment Group
Limited  (the  "Registration  Statement").  The  Company  shall  include in such
Registration  Statement all of the Common Stock issuable upon  conversion of the
Warrant.

          (c) All fees,  disbursements,  and out-of-pocket  expenses incurred in
connection with the filing of the Registration  Statement under Paragraph (a) of
Section 6 and in complying with applicable securities and Blue Sky laws shall be
borne by the Company,  provided,  however,  that any expenses of the  individual
Holder or holders of the underlying securities, including but not limited to the
Holder or holders' attorneys' fees and discounts and commissions, shall be borne
by the Holder and holders of the Common  Stock.  The Company at its expense will
supply the Holder and any holder of Common Stock with copies of the Registration
Statement and the  prospectus or offering  circular  included  therein and other
related  documents  in such  quantities  as may be  reasonably  requested by the
Holder or holder of Common Stock.

          (d) The Company  shall have no  obligation to register the Warrant but
shall be obligated to register the Common Stock  issuable  upon  exercise of the
Warrant in accordance with Paragraph (b) of Section 6.

          (e) The Company  agrees that it will use its best efforts to keep such
Registration Statement effective until March 7, 2005 or such earlier date as all
Common  Stock  covered by such  Registration  Statement  have been  disposed  of
pursuant thereto.

          (f) The Holder agrees to cooperate with the Company and to provide the
Company on its request with all information  concerning the Holder,  the Warrant
issued hereunder, any Common Stock acquired upon exercise of the Warrant and the
means or methods of intended  disposition  of the Common  Stock  pursuant to the
Registration  Statement that may reasonably be requested by the Company in order
for the Company to perform its obligation under this Section 6.

     Section 7. LOST, STOLEN,  MUTILATED,  OR DESTROYED WARRANT. If this Warrant
is lost, stolen,  mutilated, or destroyed,  the Company may, on such terms as to
indemnity or  otherwise as it may in its  discretion  reasonably  impose  (which
shall, in the case of a mutilated Warrant, include the surrender thereof), issue
a new Warrant of like  denomination  and tenor as the  Warrant so lost,  stolen,
mutilated, or destroyed.

     Section 8. PRESENTMENT.  Prior to due presentment of this Warrant, together
with a completed  assignment form attached hereto for  registration of transfer,
the Company may deem and treat the Holder as the absolute  owner of the Warrant,
notwithstanding  any  notation of ownership or other  writing  thereon,  for the
purpose of any  exercise  thereof  and for all other  purposes,  and the Company
shall not be affected by any notice to the contrary.

     Section 9.  NOTICE.  Notice or demand  pursuant  to this  Warrant  shall be
sufficiently  given or  made,  if sent by  first-class  mail,  postage  prepaid,
addressed,  if to the  Holder of this  Warrant,  to the Holder at its last known
address as it shall appear in the records of the Company, and if to the Company,
at 2222 West Peoria Avenue, Phoenix,  Arizona 85029, Attention:  Chief Financial
Officer.  The Company may alter the  address to which  communications  are to be
sent by  giving  notice  of such  change  of  address  in  conformity  with  the
provisions of this Section 9 for the giving of notice.

     Section 10. GOVERNING LAW. The validity, interpretation, and performance of
this  Warrant  shall be  governed  by the laws of the State of  Arizona  without
regard to principles of conflicts of laws.

     Section 11. SUCCESSORS, ASSIGNS. Subject to the restrictions on transfer by
Holder  set  forth in  Section 6 hereof,  all the  terms and  provisions  of the
Warrant shall be binding upon and inure to the benefit of and be  enforceable by
the respective successors and assigns of the parties hereto.

     Section 12. AMENDMENT. This Warrant may be modified, amended, or terminated
by a writing signed by the Company and the Holder.

     Section 13. SEVERABILITY. Should any part but not the whole of this Warrant
for any reason be declared invalid,  such decision shall not affect the validity
of any  remaining  portion,  which  remaining  portion shall remain in force and
effect as if this Warrant had been  executed  with the invalid  portion  thereof
eliminated,  and it is hereby  declared the intention of the parties hereto that
they would have executed the remaining portion of this Warrant without including
therein any such part which may, for any reason, be hereafter declared invalid.

     Section 14. NO IMPAIRMENT.  The Company will not, by any voluntary  action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or performed  hereunder  by the Company,  but will at all times in good
faith assist in the carrying  out of all the  provisions  of this Warrant and in
the taking of all such action as may be  necessary  or  appropriate  in order to
protect the rights of the Holder of this Warrant against impairment.


                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
and  delivered  on and as of the day and year first above  written by one of its
officers thereunto duly authorized.


                                           TITAN MOTORCYCLE CO. OF AMERICA,
                                           a Nevada corporation


Dated:
       --------------------------

                                           By:
                                               ---------------------------------

                                           Title:
                                                  ------------------------------


     The  undersigned  Holder  agrees and accepts this Warrant and  acknowledges
that it has read and confirms each of the  representations  contained in Section
5.

                                           FINANCIAL WEST GROUP


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


                                           By:
                                               ---------------------------------

                                           Its:
                                                --------------------------------
<PAGE>
                                  PURCHASE FORM

(To be executed by the Warrant  Holder if he desires to exercise  the Warrant in
whole or in part)

To: TITAN MOTORCYCLE CO. OF AMERICA

     The  undersigned,  whose  Social  Security or other  identifying  number is
_______________,  hereby irrevocably  exercises the attached Warrant,  agrees to
purchase  ______________ shares of Common Stock, and tenders payment herewith to
the   order  of  TITAN   MOTORCYCLE   CO.   OF   AMERICA   in  the   amount   of
$_____________________________.

     The  undersigned  requests that  certificates  for such shares be issued as
follows:

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

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

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

Deliver to:
            -------------------------------

Address:
          ---------------------------------

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

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

and, if the number of shares shall not be all the shares  purchasable  under the
Warrant,  that a new Warrant for the balance remaining of the shares purchasable
under the attached  Warrant be  registered in the name of, and delivered to, the
undersigned at the address stated below:

Address:
          ---------------------------------

By this exercise,

     The undersigned hereby reaffirms its representations and warrants set forth
forth in Section 5 of the Warrant as of the date hereof.


Dated:                             Signature:
      ----------------------                  ----------------------------------
                                              (Signature  must conform in all
                                              respects to the name of the
                                              Warrant Holder as specified on the
                                              face of the Warrant, without
                                              alteration, enlargement or any
                                              change whatsoever)
<PAGE>
                                   ASSIGNMENT

(To be executed by the Warrant  Holder if he desires to effect a transfer of the
Warrant)


     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto ____________ ______________________________, whose Social Security or other
identification number is _________________ [residing/located] at _______________
_________________________________ ____________________ the attached Warrant, and
appoints ___________________________________________________________ residing at
________________________________________________________________________________
_____________________________________________ the undersigned's attorney-in-fact
to  transfer  said  Warrant  on the books of the  Company,  with  full  power of
substitution in the premises.

Dated:
       --------------------------

In the presence of:


---------------------------------       ----------------------------------------
                                        (Signature must conform in all respects
                                        to the name of the Warrant Holder as
                                        specified on the face of the Warrant,
                                        without alteration, enlargement or any
                                        change whatsoever).