EXHIBIT 4.5

                            VIPER MOTORCYCLE COMPANY

NO. W-

                               WARRANT CERTIFICATE

                     CERTIFICATE FOR ______________ WARRANTS





                          THIS DOCUMENT CERTIFIES THAT

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or registered  assigns is the owner of that number of Warrants  specified above,
of which each one  entitles  the holder  thereof to purchase  one fully paid and
nonassessable  common share,  subject to adjustment as provided herein, of Viper
Motorcycle  Company,  a Minnesota  Corporation (the "Company") at any time after
the date  hereof at an exercise  price equal to the price of the Initial  Public
Offering.

Each such Warrant may be  exercised  on any  business day before the  Expiration
Date  hereof  which is three (3)  years  after  the date of the  Initial  Public
Offering,  and the  holder  hereof or any  assigns,  as the case may be,  hereby
acknowledges  that the  restricted  common stock to be issued  underlying  these
Warrants constitutes "restricted securities" as defined under the Securities Act
of 1933,  as amended.  The Company is under no obligation to register any common
shares  underlying  these Warrants,  and  accordingly the holder hereof,  or any
assigns, recognize that any common stock purchased incident to exercise of these
Warrants will be purchased as a Long-term investment with no present view toward
resale,  transfer or other  disposition  thereof.  Upon  payment of the exercise
price for any common shares underlying these Warrants,  all of such shares shall
be legally and validly issued and fully paid and non-assessable.

The Warrants  represented hereby are exercisable upon presentation and surrender
of this Warrant  Certificate,  with the election to purchase  duly stated by the
holder hereof in writing, at the corporate office of the "the Company,  and upon
payment  to the  Company of the  Warrant  exercise  price for such  shares in US
Dollars in cash or other valuable consideration equal to such exercise price."

These  Warrants are  exercisable  at the election of the holder  hereof,  or any
assigns,  either  in whole or in p art  anytime  or from  time to time up to the
number of shares specified  above.  Such shares shall be deemed issued as of the
date of surrender of the Warrant  Certificate  and receipt of the Company of the
exercise price therefore. In the event this Warrant Certificate is exercised for
less  than all of the  underlying  shares  of this  Warrant  Certificate,  a new
Warrant  Certificate  shall be issued to the holder or any assigns on  surrender
hereof for the number of shares  represented  by the Warrants not yet exercised.
The Company shall not be required to issue any

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VIPER MOTORCYCLE COMPANY                                     WARRANT CERTIFICATE


fractional  shares incident to any exercise of these Warrants,  but rather shall
round off any exercise hereof to the nearest common share of the Company.

These  Warrants are being issued to the initial  holder  hereof  incident to the
terms of a Series A 16%  Convertible  Secured  Note of the Company  purchased by
such holder incident to a private placement of such Notes by the Company.

Prior to any exercise of any Warrants  represented  hereby, the holder hereof or
any assigns shall not be entitled to any rights of a stockholder of the Company,
including  without  limitation  the right to vote or receive  dividends or other
distributions.

The purchase price, the number of shares  purchasable upon exercise hereof,  and
the number of Warrants outstanding anytime during the term hereof are subject to
adjustment  from  time and time on the  occurrence  of any  event  such as stock
dividends, stock splits (forward or reverse), reorganizations, recapitalizations
or  consolidations,  mergers or other business  combinations,  or any other such
events, so that the holder hereof of any Warrants  exercised after such event or
events  shall be entitled to receive  the number and price of shares  which,  if
such Warrants had been exercised immediately prior to such event or events, such
holder  would  have  owned.   Such  adjustment  or  adjustments  shall  be  made
successively whenever any such event shall occur.

This Warrant  Certificate and these Warrants and underlying common shares of the
Company have not been registered  under any federal or state  securities laws an
they cannot be  transferred,  resold or  otherwise  disposed of unless they have
been  registered  under relevant  securities laws or they satisfy an appropriate
exemption from such registration. This restriction shall also be clearly affixed
to any common share  certificates of the Company issued incident to the exercise
hereof.

Prior to presentment for transfer of any of these Warrants to the Company by the
holder,  the  Company  may treat and deem the  registered  holder  hereof as the
absolute holder of these Warrants for all purposes, and the Company shall not be
affected by any notice to the contrary.  These  warrants are granted  piggy-back
registration rights to any future offering or registration statement,  excluding
the Initial Public Offering.

This Warrant  Certificate and each Warrant  represented hereby shall be governed
and construed by the laws of the State of Minnesota.

EXECUTED duly by the Company on the day and year first stated herein.

                                             VIPER MOTORCYCLE COMPANY



                                             By ________________________________



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VIPER MOTORCYCLE COMPANY                                     WARRANT CERTIFICATE


                                 ASSIGNMENT FORM

       To  Be   Executed   By  the   Registered   Holder   Hereof  to   transfer
       Warrants__________________  FOR VALUE RECEIVED,  the  undersigned  hereby
       sells,  transfers  and  assigns  of  the  Warrants  represented  by  this
       Certificate  to and does hereby  irrevocably  constitute  and appoint the
       Secretary  of Viper  Motorcycle  Company as  Attorney  to  transfer  this
       Warrant  Certificate  on the  records of the  Company  with full power of
       substitution in the premises.



       Dated: _________________________           ______________________________
                                                  Signature(s)

                                                  ______________________________




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