EXHIBIT 4.9

                             NOTE PURCHASE AGREEMENT

         THIS  NOTE  PURCHASE  AGREEMENT  (the  "Agreement")  is made as of this
[26th/27th] day of May, 2004 by and among Viper Motorcycle  Company, a Minnesota
corporation  (the  "Company")  and  [RFJM  Partners,  LLC,  a New  York  limited
liability  company /David Palmlund,  III] (the "Purchaser" and collectively with
all  purchasers  participating  in the  Bridge  Loan  (as  defined  below),  the
"Purchasers").

                                    RECITALS

         WHEREAS,  the Company wishes to raise up to an aggregate of Six Hundred
Thousand  Dollars  ($600,000)  (the  "Bridge  Loan")  from a  limited  number of
accredited investors;

         WHEREAS,  in  connection  with the Bridge Loan the  Company  intends to
issue to the Purchaser and the Purchaser  intends to purchase a promissory  note
from the Company and will in conjunction with such purchase acquire the right to
receive Additional Securities (defined below); and

         WHEREAS,  the  Company  and  the  Purchaser  wish  to  specify  in this
Agreement  the terms on which the  Purchaser  is  purchasing  the Note  (defined
below) and the right to receive Additional Securities.

         NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  mutual
promises  set forth below and for good and valuable  consideration,  the receipt
and sufficiency of which are hereby acknowledged,  the parties to this Agreement
agree as follows:

         1. SALE AND PURCHASE.  Subject to the terms and conditions  hereof, the
Company  agrees to sell to the Purchaser,  and the Purchaser  agrees to purchase
from the Company,  a Promissory Note (the "Note") in the form attached hereto as
EXHIBIT A, in the principal amount of $300,000.00.

         2.  ADDITIONAL  STOCK  INTEREST.  In the  event  the  Company  closes a
Financing (defined below) prior to the Maturity Date (as defined in the Note) of
the Note, then the Company shall,  within ten (10) days following the closing of
such  Financing,  deliver  to the  holder of the Note,  shares of the  Company's
common stock in an amount equal to the  original  principal  balance of the Note
divided by $4.50 (the "Issuance Price").  In the event of a Financing  involving
the sale of common stock and the per share  offering  price of the  Financing is
less than $4.50,  then the Issuance Price shall equal such lesser amount. In the
event of a Financing of a security  other than common  stock,  then the Issuance
Price shall equal the  conversion or exercise  price into the  Company's  common
stock of the security sold in such Financing.  For purposes hereof a "Financing"
shall mean the sale of securities of the Company in the gross amount of at least
$2,000,000.  Shares of common stock issued to the holder of the Note pursuant to
this Section 2 shall sometimes be referred to as the "Additional Securities."

<PAGE>

         3.  CLOSING.  The  closing  of the sale and  purchase  of the Note (the
"Closing") by the Purchaser shall occur at the date and time that this Agreement
is executed by the Company and the  Purchaser,  or on such other date or time as
the  Purchaser and the Company  shall agree upon (the  "Closing  Date").  At the
Closing,  the Company shall deliver the duly  executed  Note,  and the Purchaser
shall deliver to the Company  payment of the purchase price, by wire transfer to
an  account  designated  by the  Company or by any other  means of  transferring
immediately available funds that is agreed upon by the parties.

         4.  REPRESENTATIONS  AND WARRANTIES BY COMPANY.  The Company represents
and warrants to the Purchaser that, as of the date hereof:

                  4.1. ORGANIZATION, STANDING, ETC. The Company is a corporation
         duly organized, validly existing and in good standing under the laws of
         the  State of  Minnesota,  and has the  requisite  corporate  power and
         authority  to own its  properties  and to carry on its  business in all
         material respects as it is now being conducted.

                  4.2.  CORPORATE ACTS AND  PROCEEDINGS.  This Agreement and the
         Note have been duly  authorized  by all necessary  corporate  action on
         behalf of the  Company,  and has been duly  executed  and  delivered by
         authorized officers of the Company.

         5.   REPRESENTATIONS   AND  WARRANTIES  OF  PURCHASER.   The  Purchaser
represents and warrants that:

         5.1  INVESTMENT  INTENT.  The  Note  being  acquired  by the  Purchaser
hereunder is being purchased,  and the Additional  Securities that may be issued
to Purchaser will be acquired for the  Purchaser's  own account and not with the
view to, or for resale in connection  with, any  distribution or public offering
thereof  within the meaning of the  Securities  Act of 1933,  as  amended.  (the
"Securities  Act")  The  Purchaser  understands  that the  Note  and  Additional
Securities have not been  registered  under the Securities Act or any applicable
state laws by reason of their issuance or contemplated issuance in a transaction
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities  Act and such laws,  and that the  reliance of the Company and others
upon this  exemption  is  predicated  in part  upon  these  representations  and
warranties.  The Purchaser further  understands that the Note and the Additional
Securities may not be transferred or resold without:  (i) registration under the
Securities Act and any applicable  state  securities  laws, or (ii) an exemption
from the  requirements  of the Securities Act and  applicable  state  securities
laws. The Purchaser further acknowledges that the Note and Additional Securities
will bear a legend noting such restrictions on transfer.

<PAGE>

         5.2  LOCATION  OF  PRINCIPAL  OFFICE AND  QUALIFICATION  AS  ACCREDITED
INVESTOR.  The state in which the Purchaser's  principal office (or domicile, if
the  Purchaser  is an  individual)  is  located is set forth  below  Purchaser's
signature to this Agreement.  The Purchaser  qualifies as an accredited investor
within  the  meaning  of Rule 501  promulgated  under the  Securities  Act.  The
Purchaser has obtained,  to the extent Purchaser deems  necessary,  professional
investment  advice with respect to the tax  ramifications and the risks inherent
in an investment in the Note and Additional  Securities,  and the suitability of
an investment  in the Note and  Additional  Securities  in light of  Purchaser's
financial  condition and investment  needs. The Purchaser has such knowledge and
experience  in financial  and business  matters that the Purchaser is capable of
evaluating  the merits and risks of the  investment to be made  hereunder by the
Purchaser.  The Purchaser or the Purchaser's qualified agents have had access to
all of the  Company's  material  books and records  and access to the  Company's
executive  officers.  Further,  the Purchaser  has had a reasonable  time and an
opportunity  to  ask  questions  of,  and  receive  answers  from,  the  Company
concerning  the terms and  conditions of the purchase of the Note and Additional
Securities  and the  business  and  affairs  of the  Company,  and to obtain any
additional  information  necessary to verify such  information  as the Purchaser
considers  necessary  or  advisable  in order to form a decision  concerning  an
investment in the Company.

         5.3 ACTS AND  PROCEEDINGS.  This Agreement has been duly  authorized by
all necessary  action on the part of the  Purchaser,  has been duly executed and
delivered  by the  Purchaser,  and  is a  valid  and  binding  agreement  of the
Purchaser.  The Purchaser  was not formed for the purpose of this  investment in
the Company.

         5.4 NO  BROKERS OR  FINDERS.  Except as set forth in  Section  5.6,  no
person, firm or corporation has or will have, as a result of any act or omission
by the Purchaser, any right, interest or valid claim against the Company for any
commission,  fee or other  compensation as a finder or broker, or in any similar
capacity,  in connection with the  transactions  contemplated by this Agreement.
The Purchaser will indemnify and hold the Company  harmless  against any and all
liability with respect to any such commission,  fee or other  compensation which
may be payable or determined  to be payable,  other than as set forth in Section
5.6,  as a  result  of the  actions  of the  Purchaser  in  connection  with the
transactions contemplated by this Agreement.

         5.5 HIGH DEGREE OF RISK AND RISK FACTORS.  Purchaser recognizes that an
investment in the Note and Additional Securities is highly speculative, illiquid
and involves a high degree of risk, including, but not limited to, the risk of a
complete loss of Purchaser's  investment in the Note and Additional  Securities,
and the Purchaser  recognizes that the Company needs to raise  additional  funds
immediately to continue as a going concern and that, if sufficient funds are not
received,  the Company may be required  to  discontinue  its active  operations.
Purchaser  further  acknowledges  that  Purchaser has  carefully  read and fully
understands the Risk Factors set forth on EXHIBIT B to this Agreement.

         5.6 PLACEMENT AGENT.  Purchaser hereby  acknowledges  that Lane Capital
Markets,  LLC has  been  engaged  as the  exclusive  agent  for the  Company  in
connection  with the Bridge  Loan.  The Company  has agreed to pay Lane  Capital
Markets, LLC $30,000 in consideration for services relating to the Bridge Loan.

<PAGE>

         6.  REGISTRATION  RIGHTS.  The Company  shall  provide to the Purchaser
written  notice of any  registration  statement to be filed by the Company under
the Securities Act,  including a registration  statement relating to any initial
public offering of the Company's  securities,  no later than ten (10) days prior
to the filing of such registration statement.  Purchaser shall have the one-time
right,  exercisable with respect to a single registration  statement, to include
in such registration:  (i) the Additional Securities then issued or to be issued
to  Purchaser  pursuant to Section 2 hereof,  (ii)  common  stock of the Company
issued to Purchaser upon  conversion of the Note (as provided in the Note), as a
result of an Event of Default  (as  defined  in the Note) of the Note,  or (iii)
shares of the Company's common stock issued to Purchaser in an Exchange Offering
(as provided on the Note). The foregoing are collectively  referred to herein as
the "Bridge Loan  Securities."  Notwithstanding  the foregoing,  the Company may
fully satisfy all of the registration requirements of this Section 6 by filing a
registration  statement with the U.S.  Securities and Exchange Commission on the
appropriate  form covering  such Bridge Loan  Securities  simultaneously  with a
registration statement filed by the Company in connection with an initial public
offering of the Company's securities.

         7. RIGHT OF FIRST REFUSAL.  While the Note is outstanding,  the Company
shall provide to Purchaser a written notice in accordance with Section 10 hereof
(the "Financing Notice") containing the price and terms of any proposed issuance
of debt or  equity  securities  of the  Company  other  than an  initial  public
offering of the Company's  securities in which Lane Capital  Markets,  LLC is an
underwriter (a "Subsequent  Financing").  Purchaser  shall have a right of first
refusal to  purchase  any or all of the  securities  offered  in the  Subsequent
Financing at the price and on the terms set forth in the  Financing  Notice.  If
Purchaser desires to exercise its right to purchase securities set forth in this
Section 7, the  Purchaser  must  deliver  written  notice to the  Company of its
intent to so purchase  within ten (10) days after the Financing  Notice was sent
to  Purchaser  by the  Company.  In the event that the Company  does not receive
written notice from the Purchaser of Purchaser's  intent to purchase  securities
offered under the Subsequent  Financing  within the above described ten (10) day
period,  Purchaser  will be deemed to have  rejected its right of first  refusal
with respect to the securities offered in such Subsequent  Financing.  Purchaser
acknowledges  that this right of first  refusal is granted to all  Purchasers of
the Company's  Notes being offered in the Bridge Loan on a pro-rata basis (based
on the original  principal  balance of each Note purchased by a Purchaser in the
Bridge  Loan).  In the event  Purchasers  exercise  their right of first refusal
under this  Section 7 to  request  purchases  of  securities  in the  Subsequent
Financing,  in the  aggregate,  of  more  securities  than  are  offered  in the
Subsequent  Financing,  the Company shall allocate the securities based upon the
respective  original principal amounts of the Notes issued in the Bridge Loan of
the purchasers requesting to exercise their right of first refusal.

<PAGE>

         8.  LOCK-UP  AGREEMENT.  The  Purchaser  hereby  agrees  to not sell or
otherwise  transfer,  without the prior written consent of the underwriter in an
initial  public  offering  of  the  Company's  securities,   determined  in  its
discretion,   any  Additional  Securities,   Bridge  Loan  Securities  or  other
securities  of the Company  during the one  hundred and eighty  (180) day period
(the "Lock-up Period") following the effective date of a registration  statement
covering any  securities of the Company under the  Securities  Act (the "Lock-Up
Provision");  provided,  that (i) such restriction shall only apply to the first
registration  statement of the Company to become  effective under the Securities
Act which includes  securities to be sold on behalf of the Company to the public
in an underwritten  public offering under the Securities Act; (ii) the officers,
directors  and   shareholders   holding  more  than  5%,  on  a   fully-diluted,
as-converted  basis,  of the Company's  outstanding  common stock on the date of
this Agreement sign an agreement containing a provision  restricting the sale of
securities no less restrictive than the Lock-Up Provision  required of Purchaser
in this Agreement; and (iii) the Lock-up Period may be reduced at the discretion
of the Placement Agent at any time prior to the end of the Lock-up Period.

         9. INDEMNIFICATION. Purchaser agrees to indemnify and hold harmless the
Company,  its  stockholders,  directors,  officers and each person,  if any, who
controls the Company  within the meaning of either  Section 15 of the Securities
Act or Section 20 of the  Securities  Exchange Act of 1934,  as amended,  to the
full extent  permitted  by law,  from and against all losses,  claims,  damages,
liabilities and expenses (including without limitation reasonable legal fees and
expenses  incurred by  Purchaser  (collectively,  the  "Damages"))  to which the
Company may become  subject under the  Securities  Act or otherwise,  insofar as
such Damages (or proceedings in respect  thereto) arise out of or are based upon
information  Purchaser furnished in writing to the Company  specifically for use
in any registration statement or any prospectus.

         10. NOTICES. All notices,  requests,  consents and other communications
required or  permitted  hereunder  shall be in writing  and shall be  personally
delivered,  mailed first-class postage prepaid, registered or certified mail, or
delivered by a nationally recognized overnight courier:


                  if to the Company:

                           Viper Motorcycle Company
                           5733 International Parkway
                           New Hope, MN 55428
                           Attn: John Lai


<PAGE>

                  with a copy to:

                           Lindquist & Vennum P.L.L.P.
                           4200 IDS Center
                           80 South Eighth Street
                           Minneapolis, MN 55402
                           Attn:  Girard Miller

                  if  to  the   Purchaser,   to  the  address  set  forth  below
Purchaser's signature to this Agreement.

or to such other  address as the  Company or the  Purchaser  may  specify to the
other by written  notice,  and such  notices and other  communications  shall be
treated as being  effective or having been given when  delivered,  if personally
delivered, or when received, if sent by mail.

         11. TIME OF THE ESSENCE.  Time is of the essence in the  performance of
obligations hereunder.

         12.  COUNTERPARTS.  This  Agreement may be executed  simultaneously  in
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         13. INVALIDITY OF PARTICULAR PROVISIONS.  The Company and the Purchaser
agree that the  unenforceability or invalidity of any provision or provisions of
this  Agreement  shall not  render  any other  provision  or  provisions  herein
contained unenforceable or invalid.

         14. ENTIRE AGREEMENT.  This Agreement,  including the Exhibits attached
hereto,  constitutes the entire agreement of the parties relative to the subject
matter hereof and  supersedes any and all other  agreements and  understandings,
whether written or oral, relative to the matters discussed herein.

         15. CONFLICTS.  In the event that there are any inconsistencies between
the  terms  of this  Agreement  and the  Note,  as the case  may be,  the  terms
contained in the Note will control.

         16.  MISCELLANEOUS.  This  Agreement  shall be governed by the internal
laws of the State of Minnesota  without giving  application to the choice of law
provisions of any jurisdiction. No provision of this Agreement shall be modified
or waived other than by a written  instrument  that refers to this Agreement and
is signed by the party against whom enforcement of the modification or waiver is
charged.


              [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]

<PAGE>


         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
date first written above.


                                         VIPER MOTORCYCLE COMPANY


                                         By:  /s/  Garry N. Lowenthal
                                              ----------------------------------

                                         Its: Chief Financial Officer



                                         PURCHASER:

Principal Amount of Note:  $300,000.00   RFJM PARTNERS, LLC

                                         /S/  Jeffrey Markowitz
                                         ---------------------------------------
                                         Address: 900 Third Ave, Suite 201
                                                  New York, New York  10022


                                         PURCHASER:

Principal Amount of Note:  $300,000.00   /s/  David Palmlund, III
                                         ---------------------------------------
                                         David Palmlund, III

                                         Address: 5323 Swiss Ave.
                                                  Dallas, TX 75214