EXHIBIT 4.12


THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY  APPLICABLE  STATE  SECURITIES  LAWS  AND MAY NOT BE  SOLD,  TRANSFERRED,
PLEDGED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (1) REGISTRATION UNDER SUCH
ACT OR LAWS, OR (2) AN OPINION OF COUNSEL  REASONABLY  ACCEPTABLE TO THE COMPANY
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

June 3, 2004                                                         $200,000.00

                            SERIES D 18% BRIDGE NOTE

         FOR VALUE RECEIVED, Viper Motorcycle Company, a Minnesota corporation
(the "COMPANY") hereby promises to pay to David Palmlund, III (the "HOLDER"),
the principal sum of Two Hundred Thousand Dollars ($200,000.00), or such portion
thereof actually advanced by Holder to the Company, together with accrued but
unpaid interest, on or before the earlier of: (i) the date which occurs 20 days
after the effective date of an initial public offering of the Company's
securities, or (ii) one year after the date of this Note (the "PAYMENT DATE")

1.       PAYMENT BY HOLDER; PAYMENT BY COMPANY; INTEREST.

         1.1 As payment for the obligations of the Company under this Note,
Holder agrees to pay to the Company, by check or wire transfer of immediately
available funds to an account designated to Holder by the Company: (i) $100,000
on or before June 9, 2004, and (ii) $100,000 on or before July 9, 2004.

         1.2 The Company shall pay to Holder on the Payment Date, unless earlier
paid under Section 2, the entire outstanding principal balance of this Note and
any accrued but unpaid interest on this Note. The Company shall pay the
applicable amount of principal and/or interest in lawful money of the United
States by check or wire transfer of immediately available funds to an account
designated in writing by the Holder from time to time.

         1.3 Interest shall accrue on the outstanding principal balance of this
Note at a rate of eighteen percent (18%) per annum, from and after the date such
amounts are received by the Company from Holder under Section 1.1. All interest
shall be computed on the basis of a 360-day year of twelve 30-day months and the
actual number of days elapsed. Interest shall be paid by the Company on
September 1, 2004 and on the first day of each calendar quarter thereafter, for
the preceding quarter's accrued interest.

2.       PREPAYMENT.  The Company may prepay,  without  premium or penalty,  the
principal amount of this Note, plus accrued and unpaid interest thereon, in
whole or in part, at any time. Prepayments shall be applied first to interest on
the entire unpaid principal amount accrued to the date of such payment and the
balance shall be applied to reduce the outstanding principal amount.

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                                                                    EXHIBIT 4.12

3.       UNSECURED OBLIGATION. This Note is a general unsecured obligation of
the Company limited to the aggregate principal outstanding, together with all
accrued but unpaid interest thereon.

4.       DEFAULT. The entire unpaid principal balance of and the unpaid interest
then accrued on this Note shall become and be immediately due and payable upon
written demand of the Holder, without any other notice or demand of any kind or
any presentment or protest, if any one of the following events (each an "EVENT
OF DEFAULT") occurs and is continuing at the time of such demand, whether
voluntarily or involuntarily, or, without limitation, the event occurs or is
brought about by operation of law or pursuant to or in compliance with any
judgment, decree or order of any court or any order, rule or regulation of any
governmental body:

         4.1 If the Company fails to make a payment of any principal or interest
         due under this Note ;

         4.2 If the Company (i) makes an assignment for the benefit of
         creditors, (ii) applies for, consents to, acquiesces in, files a
         petition seeking or admits (by answer, default or otherwise) the
         material allegations of a petition filed against it seeking the
         appointment of a trustee, receiver or liquidation, in bankruptcy or
         otherwise, of itself or of all or a substantial portion of its assets,
         or a reorganization, arrangement with creditors or other remedy, relief
         or adjudication available to or against a bankrupt, insolvent or debtor
         under any bankruptcy or insolvency law or any law affecting the rights
         of creditors generally, or (iii) admits in writing its inability to pay
         its debts generally as they become due;

         4.3 If an order for relief is entered by a bankruptcy court or if a
         decree, order or judgment is entered adjudging the Company insolvent,
         or appointing a receiver, liquidator, custodian or trustee, in
         bankruptcy or otherwise, for it or for all or a substantial portion of
         its assets, or approving the winding-up or liquidation of its affairs
         on the grounds of insolvency or nonpayment of debts, and such order for
         relief, decree, order or judgment remains undischarged or unstayed for
         a period of forty-five (45) days; or if any substantial part of the
         property of the Company is sequestered or attached and is not returned
         to the possession of the Company or such subsidiary or released from
         such attachment within forty-five (45) days;

         4.4 If the Company is dissolved or liquidated; or

         4.5 If the Company fails to materially comply with the covenants of the
         Company contained in Section 6 and such default remains uncured for a
         period of thirty (30) days after written notice thereof from Holder to
         the Company.

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                                                                    EXHIBIT 4.12

         Except as otherwise expressly provided in this Note, the Company hereby
waives presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other notices in connection herewith, as
well as filing of suit (if permitted by law) and diligence in collecting this
Note, and agrees to pay (if permitted by law) all expenses incurred in
collection, including the Holder's actual attorneys' fees.

5.       FAILURE OR INDULGENCE NOT WAIVER. No failure or delay on the part of
Holder hereof in the exercise of any power, right or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right or privilege preclude other or further exercise thereof or of
any other right, power or privilege. All rights and remedies existing hereunder
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.

6.       REPRESENTATIONS OF THE COMPANY. The Company represents, warrants and
covenants that that as long as principal or interest of this Note remains
outstanding, the Company will:

         6.1 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.

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

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

         6.4 Promptly notify Holder in writing of any Event of Default
         hereunder.

         6.5 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 the
         Company unless for a valid business purpose.

         6.6 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 Holder.

7        REPRESENTATIONS OF THE HOLDER. The Holder represents, warrants and
covenants that:

         7.1 The Holder qualifies as an "accredited investor" within the meaning
         of Rule 501 promulgated under the Securities Act of 1933, as amended
         (the "Securities Act").

         7.2 This Note is acquired for Holder's account only, and not with a
         view to, or for sale in connection with, any distribution of the shares
         in violation of the Securities Act.

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                                                                    EXHIBIT 4.12

         7.3 Holder has such knowledge and experience in financial and business
         matters so as to be capable of evaluating the risks and uncertainties
         of this investment in this Note.

         7.4 Holder has had such opportunity as Holder has deemed adequate to
         obtain from representatives of the Company such information as is
         necessary to permit Holder to evaluate the merits of Holder's
         investment in the Company.

8.       SUCCESSOR AND ASSIGNS. This Note and the obligations and rights of the
Company hereunder, shall be binding upon and inure to the benefit of the
Company, the Holder and their respective heirs, successors and assigns. This
Note may be assigned by the Holder and shall be subject to: (a) the prior
approval of the Company, which approval shall not be unreasonably withheld, and
(b) prior delivery by the proposed transferee to the Company of an opinion of
counsel reasonably satisfactory to the Company that such transfer is in
compliance with all federal and state securities laws. In order to transfer this
Note, the Holder or its duly authorized attorney, shall surrender this Note at
the offices of the Company, accompanied by an assignment duly executed by the
Holder

9.       NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company is not liable for any obligations of the
Company under this Note or for any claim based on, in respect of or by reason
of, such obligations or their creation. The Holder by accepting a Note waives
and releases such persons from all such liability. The waiver and release are
part of the consideration for the issuance of this Note.

10.      AMENDMENT. Any amendment, supplement or modification of or to any
provision of this Note, any waiver of any provision of this Note and any consent
to any departure from the terms of any provision of this Note, will be effective
(a) only if it is made or given in writing and signed by the Company and the
Holder and (b) only in the specific instance and for the specific purpose for
which made or given.

11.      NOTICE. 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 Holder:

David Palmlund, III
5323 Swiss Ave.
Dallas, TX 75214

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                                                                    EXHIBIT 4.12

If to the Company:

Viper Motorcycle Company           With Copy To:  Girard P. Miller
5733 International Pkwy New                       Lindquist & Vennum PLLP
Hope, MN 55428                                    4200 IDS Center
Attn: John Lai                                    80 South 8th Street
                                                  Minneapolis, MN  55404

Both the Holder and the Company may change the address and facsimile number for
notice by five (5) days advance written notice to the other.

12.      GOVERNING LAW. This Note is governed by the internal laws of the State
of Minnesota, without regard to its conflict of laws provisions.

13.      SEVERABILITY. If any one or more of the provisions contained in this
Note, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable in any respect for any reason, the validity, legality and
enforceability of any remaining provisions hereof will not be in any way
impaired, unless the provisions held invalid, illegal or unenforceable
substantially impair the benefits of the remaining provisions hereof.




                                            VIPER MOTORCYCLE COMPANY


                                            By:  /s/  Garry Lowenthal
                                                 -------------------------------

                                            Its: Chief Financial Officer


Accepted and Agreed:


/s/ David Palmlund, III
-----------------------------------
David Palmlund, III

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