EXHIBIT 4.4

                                     FORM OF

                            VIPER MOTORCYCLE COMPANY
                      SERIES A 16% CONVERTIBLE SECURED NOTE

Serial No. ___                                        Dated: ____________, 20___

Principal Amount: $______________



VIPER MOTORCYCLE COMPANY, a Minnesota corporation (hereinafter "Maker"), for
value received, hereby promises to pay to the order of: _____________________,
at the address designated below, or to any registered transferee (hereinafter
"Note Holder"), the principal sum of $______________, on the earlier of (i) that
date which is within 150 calendar days of the effective date of the Initial
Public Offering (IPO) of Maker, or (ii) that date which is 18 months after the
above-stated date of this Note, together with interest from the issuance date
hereof until all principal is paid in full at the rate of Sixteen Percent (16%)
per annum, in lawful money of the United States of America.

1.     PART OF CLASS. This Note is one of an issue of Series A 16% Convertible
       Secured Notes authorized to be issued by Maker incident to a limited
       private placement being offered only to accredited investors pursuant to
       a maximum offering of $600,000.

2.     PAYMENT OF INTEREST. Interest shall be paid quarterly during the term
       hereof, provided that such quarterly interest payments shall be made on
       March 31, 2004, June 30,2004, September 30, 2004, December 31,2004, March
       31, 2005, June 30, 2005, September 30,2005 provided that the term of this
       Note has not ended prior thereto due to conversion to common stock of
       Viper or to prior maturity hereof and payment of all principal due
       hereon. The first quarterly payment due March 31, 2004 shall also contain
       any accrued interest from 2003, if applicable.

3.     ACCELERATION OF MATURITY. In the event of any bankruptcy, liquidation,
       dissolution or any other insolvency of Maker, then the Noteholder may
       declare the entire principal and any accrued interest due and payable
       immediately without further notice, demand or presentment.

4.     SECURED STATUS OF NOTE. This Note is secured and collateralized, along
       with all other Notes in its class, by hereby assigning to Noteholders of
       such Notes a security interest in and to all of Maker's tangible and
       intangible assets including Maker's inventory of motorcycle components,
       Maker's development and production and office fixtures and equipment, and
       all Maker's proprietary motorcycle technology, whether presently owned or
       acquired in the future by Maker.

5.     OBLIGATION OF MAKER. This Note shall constitute a binding obligation of
       the Maker until satisfied in full.

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SERIES A 16% CONVERTIBLE SECURED NOTE


6.     INVESTMENT INTENT OF NOTEHOLDER. Noteholder hereby acknowledges and
       represents that Noteholder has acquired this Note for investment and
       without any present view toward resale, transfer or other disposition
       thereof, and that no transfer of this Note will be valid unless made in
       compliance with relevant securities laws restrictions.

7.     COVENANTS OF MAKER. The Maker hereof agrees that for so long as this Note
       or any portion hereof is outstanding, the Maker will:

       i.     Maintain and preserve its corporate existence and all rights,
              franchises, and other authority adequate for the effective conduct
              of its business; maintain its properties, equipment, facilities
              and intellectual property in good status, order and repair; and
              conduct its business in an orderly manner without voluntary
              interruption.

       ii.    Maintain adequate insurance including public liability, property
              damage, fire and other hazards with responsible insurance carriers
              sufficient to protect all property and business operations of
              Maker.

       iii.   Pay and discharge, prior to becoming delinquent, all taxes,
              assessments and governmental charges upon or against the Maker or
              its properties, except to the extent and so long as any of such
              liabilities are being contested by Maker in good faith.

       iv.    Promptly notify Noteholder in writing of any event of default
              hereunder.

       v.     Shall not make any loans or advances to any person or party unless
              in the ordinary course of business, and shall not incur any
              material mortgage, pledge, encumbrance or lien against any
              property of Maker unless for a valid business purpose.

       vi.    Shall not sell, lease, assign or transfer any substantial part of
              its business or fixed assets or intellectual property unless
              consented to in writing by Noteholder.

8.     CONVERSION RIGHTS. The principal of this Note shall be convertible into
       common stock of Maker anytime, and from time to time, at the option of
       Noteholder, at the rate of one share of common stock of Maker for each
       $2.50 principal hereof; provided, however, that in the event Maker
       obtains an effective date from the SEC for its proposed IPO, this Note
       shall mature 150 calendar days thereafter and Noteholder shall exercise
       its conversion right during such 150 calendar day period or Maker will
       pay all principal and accrued interest thereon upon the expiration of
       such 150 calendar days.

       Upon any conversion hereof, only principal shall be converted and any
       accrued interest shall be paid to Noteholder in cash, unless upon such
       conversion date both parties hereto agree in writing to also convert such
       accrued interest amount.

       Maker shall not be required to issue any fractional shares of its common
       stock incident to any conversion hereof, but rather any fractional amount
       shall be rounded off to the nearest whole common share.

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SERIES A 16% CONVERTIBLE SECURED NOTE


9.     MANNER OF CONVERSION. In order to convert this Note into common stock of
       Maker, the Noteholder shall surrender this Note to Maker duly endorsed to
       Maker and give written notice to Maker that all or a specified part of
       this Note is being converted, such Notice to specify clearly the amount
       to be converted. As of the time of such written notice, the Noteholder
       shall be treated for all purposes as the record holder of common stock of
       Maker into which this Note or portion thereof is converted. Promptly
       thereafter,

       Maker shall issue and deliver to Noteholder a certificate representing
       the number of common shares of Maker into which this Note or portion
       thereof is being converted, and the amount converted shall be deemed to
       be satisfied and discharged, and the shares of common stock of Maker
       relating to such conversion shall be fully paid and non-assessable. In
       the event only a portion of this Note is converted, Maker shall issue and
       deliver to Noteholder a replacement Note like the one surrendered by
       Noteholder except that it shall be in the correct principal amount, which
       has not been converted.

       Common shares of Maker issued incident to such conversion shall
       constitute restricted securities" of Maker as defined under relevant
       securities laws, and accordingly certificates issued therefore shall bear
       a standard restrictive legend evidencing such restricted nature.

10.    ANTI-DILUTION. If Maker shall change its outstanding common shares
       hereafter by stock dividend, stock split, sale without consideration,
       reorganization, recapitalization, merger or other business combination,
       then and in each such event a proportionate adjustment shall be made to
       the conversion rate of this Note so as to avoid any diminishment or
       enlargement of the conversion terms of this Note.

11.    INVESTMENT REPRESENTATION/LACK OF REGISTRATION. By accepting this Note,
       the Noteholder represents that the principal amount of this Note and all
       shares of common stock of Maker issued incident to any conversion hereof
       have been acquired for Noteholder's own account for long-term investment
       and with no present intention to transfer, resell or otherwise dispose of
       such securities or any part thereof; and Noteholder further agrees that
       any common stock into which this Note is converted shall be legend to
       evidence its status as restricted securities as defined under relevant
       securities laws and regulations.

       Neither this Note nor the shares of common stock issuable upon conversion
       hereof have been registered under the Securities Act of 1933 or any state
       securities laws. Noteholder agrees hereby that prior to any transfer or
       other disposition of such common shares of Maker in the future,
       Noteholder will give written notice to Maker of such proposed transfer or
       disposition and Noteholder further will not make any such transfer or
       disposition unless, in the opinion of counsel of the Maker, either a
       proper registration has become effective or such registration is not
       required due to the existence of a lawful exemption there from.

12.    EVENT OF DEFAULT. The following shall be a default on this Note by Maker:

       i.     Maker shall fail to make any payment of interest or principal to
              Noteholder when due under the terms hereof; or

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SERIES A 16% CONVERTIBLE SECURED NOTE


       ii.    Maker shall fail materially to comply with the covenants of Maker
              contained herein and such default shall remain uncured for 30 days
              after written notice thereof from Noteholder to Maker.

       iii.   Maker shall agree to immediately grant Noteholder bonus warrants
              in the event the effective date of the IPO does not occur as
              follows:

              a.     April 1, 2004: ________ warrants exercisable at $1.00 per
                     share for a period of 150 calendar days after the effective
                     date of the IPO; and

              b.     May 1, 2004: _________ warrants exercisable at $1.00 per
                     share for a period of 150 calendar days after the effective
                     date of the IPO.

       iv.    In the event the effective date of the IPO does not occur as
              follows:

              a.     April 1, 2004: The effective interest rate increases to
                     eighteen percent (18%), commencing on April 1, 2004.
                     Interest payments would then be due monthly, rather than
                     quarterly.

              b.     May 1, 2004: The effective interest rate increases to
                     eighteen percent (18%), retroactive, from the commencement
                     date of the note. Interest payments would then be due
                     monthly, rather than quarterly.

13.    REMEDY ON DEFAULT. In the event of any default hereunder, Noteholder
       shall have the option to declare the entire principal amount hereof plus
       any accrued interest hereon to be immediately due and payable without
       further notice, demand, presentment for payment, notice of intention to
       accelerate or acceleration. Maker hereby guarantees payment of this Note
       and waives demand for payment, presentment for payment, notice of
       non-payment, protest, notice of protest, notice of dishonor, notice of
       acceleration of maturity, and any other similar notices. Maker further
       agrees to pay all costs and expenses of collection incurred by
       Noteholder, including reasonable attorney's fees.

14.    TRANSFER. This Note may not be sold, pledged or otherwise transferred to
       any person other than an "accredited investor" as that term is defined in
       Regulation D of the Securities Act of 1933. Any authorized transfer of
       this Note shall be made only by surrendering this Note duly endorsed to
       Maker for cancellation, together with the Noteholder's instructions to
       Maker that a replacement Note of like principal amount shall be issued to
       such qualified transferee.

15.    GENERAL. Noteholder shall not have by any act, delay, omission or
       otherwise be deemed to have waived any of Noteholder's rights or remedies
       set forth herein, and no waiver of any kind shall be valid unless in
       writing and signed by Noteholder. This Note has been executed in the
       State of Minnesota and shall be construed and governed by the laws of
       Minnesota. No modification or amendment of this Note shall be effective
       unless made in writing and signed by both Maker and Noteholder. This Note
       shall be binding upon any successors or assigns of Maker, provided also
       that Maker shall not assign its obligations under this Note without the
       written consent of Noteholder.

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SERIES A 16% CONVERTIBLE SECURED NOTE


16.    NOTICES. All demands and notices to be given hereunder shall be delivered
       or mailed to Maker at 5733 Industrial Parkway, New Hope, MN 55428 (or at
       such substituted address notified to Noteholder by Maker); and in the
       case of Noteholder to the address written below (or at such substituted
       address notified to Maker by Noteholder).

IN WITNESS WHEREOF, the Maker has caused this Note to be signed by its duly
authorized officer as of the aforesaid date of issuance.



                                         VIPER MOTORCYCLE COMPANY


                                         By_____________________________________

                                             Its________________________________



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SERIES A 16% CONVERTIBLE SECURED NOTE


RESTRICTIVE LEGEND:

THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933 OR ANY
STATE BLUE SKY LAWS,  AND  ACCORDINGLY  THIS NOTE MAY NOT BE SOLD,  OFFERED  FOR
SALE,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF IN THE  ABSENCE OF AN  EFFECTIVE
REGISTRATION  UNDER SUCH RELEVANT  SECURITIES LAWS, OR SATISFYING THE CONDITIONS
OF  AN  APPROPRIATE   EXEMPTION  FROM  SUCH   REGISTRATION   TO  THE  REASONABLE
SATISFACTION OF COUNSEL FOR MAKER.

AGREEMENT OF NOTEHOLDER:

Noteholder hereby confirms and agrees to any representations  made in writing by
Noteholder in this document.

                                       -----------------------------------------
                                                         Signature of Noteholder


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                                                        Joint Noteholder, if any


                                       -----------------------------------------
                                          Printed or Typed Name of Noteholder(s)


                                       -----------------------------------------
                                                           Address of Noteholder


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                                       City                State             ZIP



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