EXHIBIT 10.10

                             JOINT VENTURE AGREEMENT

       THIS AGREEMENT ("Agreement") is made as of this 13th day of February 2004
by and between Donnie Smith (DS), an individual operating a custom motorcycle
business located in Blaine, MN and Viper Motorcycle Company ("Company"), located
at 5733 International Parkway, New Hope, MN 55428.

       WHEREAS, DS is a master builder engaged in the business of designing,
developing and producing high performance motorcycle components;

       WHEREAS, the Company is interested in retaining DS to perform motorcycle
development for the Company as set forth herein.

       NOW, THEREFORE, in consideration of the mutual promises contained in this
Agreement, the parties hereto agree as follows:

       1.     DEFINITIONS.

       As used herein, the following terms shall have the following meanings:

              a.     "INTELLECTUAL PROPERTY" means copyrights, patents,
                     trademarks and trade secrets whether or not registered,
                     filed, applied for or the like, and all related rights and
                     "Know-how" information. For the design, performance and
                     manufacturability of Motorcycle products, which are to be
                     designed or developed by DS hereunder.

       2.     MOTORCYCLE DEVELOPMENT

The Company hereby agrees to pay to DS to develop a "Donnie Smith Signature
Series Chopper motorcycle" for Viper Motorcycle Company to reproduce,
manufacture and market. Said Chopper Series shall utilize a common frame but
shall have different configurations of Gas tanks, Handlebars, etc. Viper shall
provide DS with Viper components for DS to be utilized in the Chopper, and shall
pay for all other components necessary to complete the project. Viper shall also
pay DS for his time on the development project as invoiced, with the total
development budget for the intellectual property developed under this agreement
estimated to be approximately $20,000 to $50,000 as agreed. The Company agrees
to pay DS $3,000 as a good faith deposit upon both parties entering into this
agreement. The chopper development is estimated to be completed by fall 2004.

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       3.     ROYALTIES

The Company shall additionally pay DS $500 per Donnie Smith Signature Series
Chopper sold, and 5% of all sale proceeds from aftermarket and clothing sold
bearing the DS brand. Said royalties shall be paid on a quarterly basis

       4.     OWNERSHIP OF INTELLECTUAL PROPERTY. The parties agree that the
Company shall retain all right, title and interest in the Specifications, and
related motorcycle components, and all Intellectual Property therein, subject
only to the payment terms under this agreement.

       5.     PRODUCTION EQUIPMENT. DS shall provide the Company with a list of
Vendors who will develop the molds, tooling, dies and casts to produce component
parts for the manufacture of the Motorcycle Components.

       6.     MARKETING OBLIGATIONS.

              a.     BEST EFFORTS TO PROMOTE MARKETING. At all times during the
                     term of the Agreement, both parties will use best efforts
                     to promote the manufacture, sale, marketing and
                     distribution of the DS Signature Series Chopper
                     motorcycles. DS shall be paid $500, plus all out of pocket
                     expenses, per marketing event DS attends at the request of
                     the Company.

              b.     MARKETING PRACTICES. Both parties agree to (I) conduct
                     business in a manner that reflects favorably at all times
                     on the good name, goodwill and reputation of the other
                     party, (II) not engage in deceptive, misleading or
                     unethical practices that are or might be detrimental to the
                     other party, (III) not make any false or misleading
                     representation with regard to the other party or its
                     products, (IV) not make any representation or warranty to
                     anyone with respect to the specifications, features or
                     capabilities of the other parties products that are
                     inconsistent with the literature distributed by the other
                     party, including all disclaimers contained in such
                     literature, and (VI) not make any warranty or
                     representation to anyone that would give the recipient any
                     claim or right of action against the other party.

              c.     NON-COMPETE WITH OTHER OEM's. DS agrees not to enter into
                     any other relationship with any other Original Equipment
                     Manufacturer of motorcycles during the term of this
                     agreement.

       7.     CONFIDENTIALITY.

       Each party shall keep confidential and not disclose to any other third
       party any information provided to it by the other party marked with a
       confidential, proprietary, or other similar notice. In addition, DS and
       the Company shall mutually approve all press releases regarding the DS
       joint venture.

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       8.     TERM. This Agreement shall commence as of the Date Hereof and
       shall continue indefinitely as long as the Company produces a minimum of
       30 Donnie Smith Signature Series Choppers per year.

       9.     TERMINATION AND SURVIVING RIGHTS. Termination or expiration of
       this Agreement shall not affect any other rights of the parties which may
       have accrued up to the date of termination or expiration.

       10.    MISCELLANEOUS.

              a.     SEVERABILITY. In the event any provision of this Agreement
                     is held to be invalid or unenforceable, the valid or
                     enforceable portion of this Agreement will remain in full
                     force and effect.

              b.     FORCE MAJURE. Neither party shall be liable to the other
                     for its failure to perform any of its obligations under
                     this Agreement during any period in which such performance
                     is delayed because or rendered impracticable due to
                     circumstances beyond its reasonable control, including
                     government regulation and acts of God, provided that the
                     party experiencing the delay promptly notifies the other
                     party of the delay.

              c.     ENTIRE AGREEMENT. This Agreement constitutes the entire,
                     final, complete and exclusive agreement between the. This
                     Agreement shall not be modified or amended except in
                     writing signed by a duly authorized representative of each
                     party.

              d.     COUNTERPARTS. This agreement may be executed in
                     counterparts by facsimile signature with the same force and
                     effect as if each of the parties had executed the same
                     instrument.

              e.     NOTICE. All notices, communications, demands and the like
                     required or permitted under this Agreement will be in
                     writing and will be deemed given by one part hereto when
                     received by the other party.

              f.     CHOICE OF GOVERNING LAW. This agreement is made in
                     accordance with and shall be governed under the laws of the
                     State of Minnesota

                     IN WITNESS WHEREOF, the parties hereto have executed this
                     Agreement as of the day and year first above written.

Donnie Smith (DS)                             Viper Motorcycle Company (Company)

  /s/  Donnie Smith                           by   /s/  John Lai
-------------------------                       --------------------------------
An Individual

                                              Its   VP and Director
                                                 -------------------------------

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