EXHIBIT 4.10

THIS NOTE HAS NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR THE  SECURITIES  LAWS  OF ANY  STATE  AND  MAY NOT BE  SOLD,  TRANSFERRED  OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THIS NOTE MAY
NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF WITHOUT (I) AN OPINION OF
COUNSEL  SATISFACTORY TO VIPER  MOTORCYCLE  COMPANY THAT SUCH SALE,  TRANSFER OR
OTHER DISPOSITION MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS OR (II) SUCH REGISTRATION.


                                 PROMISSORY NOTE


$300,000.00                                               June 2, 2004
                                                          Minneapolis, Minnesota

         FOR VALUE  RECEIVED,  the  undersigned,  VIPER  MOTORCYCLE  COMPANY,  a
Minnesota  corporation  (the  "Maker"),  hereby  promises to pay to the order of
[RFJM Partners,  LLC/David Palmlund, III] (the "Holder") at any place designated
in writing by the Holder, in lawful money of the United States of America and in
immediately available funds, the principal sum of Three Hundred Thousand Dollars
($300,000.00)  (the "Principal  Amount"),  together with simple interest in like
funds on the  unpaid  balance  thereof,  computed  on the basis of  actual  days
elapsed and a year of 360 days,  from the date hereof until this Note is paid in
full, at a rate per annum of ten percent (10%). The Principal  Amount,  together
with all  accrued and unpaid  interest,  shall be due and payable in full by the
Holder on or before the earlier of: (1) an Acceleration Date (defined below), or
(2) [May 26,  2005/May 27, 2005] (the "Maturity  Date").  Interest on the unpaid
principal balance of this Note shall not be due until the Maturity Date.

         The following events constitute an "Acceleration Date" under this Note:
(1) the closing of a financing in which the Maker  receives a gross amount of no
less than  $2,000,000  (including an initial public offering (an "IPO")) through
issuance of Maker's common stock or of securities convertible,  exchangeable for
or  exercisable  for common  stock,  whether  in the form of  equity,  debt or a
combination  thereof (a  "Financing"),  (2) an Event of Default  (defined below)
under this Note, or (3) closing of a Corporate  Transaction  (defined  below). A
"Corporate  Transaction"  means  (A) a sale of all or  substantially  all of the
Maker's  assets,   or  (B)  excluding  an  IPO,  a  transaction  (or  series  of
transactions,  including a merger,  consolidation or other reorganization of the
Maker, or issuance of additional shares of capital stock of the Maker other than
in connection with capital raising transactions) which results in the holders of
the Maker's capital stock prior to the  transaction  owning less than 50% of the
voting  power,  on  a  combined,  fully  diluted,  as-converted  basis  for  all
outstanding  classes  thereof,  of the Maker's  voting  capital  stock after the
transaction.


<PAGE>


         The Maker agrees to provide  Holder with written  notice of any sale of
debt, equity or hybrid securities (the "Exchange Offering"),  occurring prior to
commencement  of an IPO, in which the Maker will  receive  gross  proceeds in an
amount equal to or greater than $2,000,000 in additional  capital.  Holder shall
have the right, exercisable upon written notice delivered to the Maker, no later
than 10 days following  Holder's receipt of the notice from the Maker describing
the Exchange Offering,  to convert the Note into that whole number of securities
of the type issued in the Exchange  Offering  that is determined by dividing the
then  outstanding  principal  amount of the Note  plus any  accrued  and  unpaid
interest  by  the  issuance  price  of the  securities  issued  in the  Exchange
Offering.  The Holder will take the securities in the Exchange  Offering subject
to the terms and restrictions  under which such securities are offered under the
Exchange Offering.  Following delivery of the securities to the Holder under the
Exchange  Offering,  the Note shall terminate and shall be deemed fully paid and
satisfied.

         Upon the occurrence of any Corporate Transaction, the Maker shall repay
this  Note  within  five (5)  business  days of the  closing  of such  Corporate
Transaction in an amount equal to 150% of the principal amount  outstanding such
Note, together with all unpaid accrued interest.

         In the  event  of an Event  of  Default  of this  Note,  the Note  will
 automatically  convert  into that number of shares of the Maker's  common stock
 that is determined by  multiplying  9.9% of the Maker's  common stock  actually
 issued and  outstanding at the time of the Event of Default by a fraction,  the
 numerator of which is the remaining  principal  amount of the Holder's Note and
 the denominator of which is $600,000.

         The  outstanding  Principal  Amount  hereof,  together with accrued and
unpaid interest hereon, may be prepaid,  without premium or penalty, in whole or
in part at any time and from time to time. All payments under this Note shall be
applied  initially  against  accrued  interest  and  thereafter  in reduction of
principal.  Any  prepayments  shall not extend or postpone  the  Maturity  Date,
unless the Holder shall otherwise agree in writing.

         If any one or more of the following  events ("Events of Default") shall
occur,  then, in any such event,  the Holder hereof may, at the Holder's option,
declare this Note to be  immediately  due and payable,  together with all unpaid
interest accrued hereon:

         (a) The Maker  shall  default  in the due and  punctual  payment of any
         amount on this Note when the same shall become due and payable and such
         default shall not have been cured by the Maker within 30 days; or

         (b) The Maker applies for or consents to the appointment of a receiver,
         trustee or  liquidator  of any of his  properties  or  assets,  makes a
         general  assignment  for the benefit of  creditors,  is  adjudicated  a
         bankrupt  or  insolvent  and not  removed  within 120 days,  or files a
         voluntary  petition in bankruptcy  or an answer  admitting the material
         allegations of a petition filed against him in any proceeding under any
         bankruptcy,   reorganization,   insolvency,   readjustment   of   debt,
         dissolution or liquidation law or statute.


<PAGE>

         THIS NOTE  SHALL BE  CONSTRUED  AND  GOVERNED  IN  ACCORDANCE  WITH THE
INTERNAL  LAWS OF THE STATE OF MINNESOTA,  WITHOUT  GIVING EFFECT TO CONFLICT OF
LAWS  PRINCIPLES  OF ANY  JURISDICTION.  THIS NOTE MAY ONLY BE  ENFORCED  IN THE
FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN HENNEPIN COUNTY, MINNESOTA.


                                             VIPER MOTORCYCLE COMPANY

                                             By:  Garry N. Lowenthal
                                                --------------------------------
                                             Its: Chief Financial Officer