EXHIBIT 10.16

                           LETTER OF CREDIT GUARANTEE

                            VIPER MOTORCYCLE COMPANY

                 GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION

                            $100,000 CREDIT GUARANTEE

       This agreement is between David W. Palmlund,  III ("Guarantor") and Viper
Motorcycle Company, a Minnesota corporation ("Viper").  Viper Motorcycle Company
is hereby  offering  to pay 18% annual  interest  on any amount of the Letter of
Credit guarantee as consideration for a one hundred thousand dollar ($100,000.00
irrevocable  Letter of Credit  with  General  Electric  Commercial  Distribution
Finance Corporation,  on behalf of Viper's dealer floor financing program. Viper
will pay the  interest  payment  on a  monthly  basis,  computed,  using  simple
interest.  This represents a monthly interest payment to Guarantor of $1,500.00,
payable  each month the Letter of Credit is  issued,  for the  maximum of twelve
(12) month's.

       This credit  guarantee will be enforced  twelve (12) month's from date of
execution  of the  Letter of Credit.  Any draws on the Letter of Credit  will be
repaid  within 60 days upon  activation  of credit  line.  The title  motorcycle
activating the credit line shall be the collateral of David W. Palmlund, III.

       In the event of the credit line is drawn upon,  Viper will issue  fifteen
thousand (15,000)  warrants,  exercisable at two dollars fifty cents ($2.50) per
share of common  stock.  Furthermore,  if Viper  utilizes  over  fifty  thousand
dollars  ($50,000) of the credit line, an additional  fifteen thousand  (15,000)
warrants will be issued,  exercisable at the Initial  Public  Offering price for
each share of common  stock,  for a period of three  years from the  issuance of
warrants.

       Notices.  All notices to be given  hereunder shall be delivered or mailed
to  Viper  Motorcycle  Company  c/o  Garry  Lowenthal,  CFO or John  Lai,  VP of
Corporate Development at 5733 Industrial Parkway, New Hope, MN 55428 (or at such
substituted  address  notified  to  Guarantor  by  Viper);  and in the  case  of
Guarantor, to the address written below (or at such substituted address notified
to Viper by Guarantor).

       IN WITNESS  WHEREOF,  Viper has caused this credit  guarantee and warrant
certificate to be signed by its duly authorized officer as of the aforesaid date
of issuance.

                                        VIPER MOTORCYCLE COMPANY

                                        By         /s/ John Lai
                                          --------------------------------------
                                        Its  Vice President/Director
                                           -------------------------------------
                                        Date   02/13/04
                                             -----------------------------------

<PAGE>


Line of Credit Guarantee:  David W. Palmlund, III              February 13, 2004



                            VIPER MOTORCYCLE COMPANY

AGREEMENT OF GUARANTOR:

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

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                                                          Signature of Guarantor


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                                                         Joint Guarantor, if any


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


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                                                            Address of Guarantor


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                          City                    State                      ZIP


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