EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT


Agreement made this 1st day of January 2004 by and between Viper Motorcycle
Company with principal offices located at 5733 International Parkway, New Hope,
Minnesota 55428 USA, (the "company") and Terry L. Nesbitt, an individual
residing in Texas (the "employee").

WITNESSETH

       WHEREAS, the employee plans and directs all aspects of the organization's
sales and marketing policies, objectives, and initiatives, as directed by CEO.

       WHEREAS, the company desires to utilize the services of the Employee in
connection with its business.

       WHEREAS, this agreement supercedes any previous understanding between the
two parties, written or oral.

       NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:

       1.     The Company agrees to an employment agreement with Mr. Nesbitt for
              a period of three (3) years.

              A.     The Company agrees to pay Mr. Nesbitt an annual salary of
                     $94,600.00 until April 15, 2004, at which time Mr. Nesbitt
                     shall be paid a 10% increase, $104,060 per year and be
                     reviewed annually.

              B.     The Company agrees to make available comprehensive medical
                     insurance for during the term of the agreement for
                     employee.

              C.     Company will reimburse all maintenance expenses, fuel, and
                     insurance for 2003 Chevrolet Diesel truck, and shall
                     reimburse Nesbitt for the monthly payments of said truck
                     until company purchases said truck and provides an adequate
                     vehicle for Employee.

              D.     The Company will reimburse Mr. Nesbitt for reasonable
                     out-of-pocket expenses. A monthly auto allowance of $600.00
                     plus fuel expenses will be paid to employee.

              E.     Company will provide an adequate budget, including travel
                     to be administered by Employee.

              F.     Company will provide "demo" motorcycles.

              G.     Employee shall be hired as Executive Vice President and
                     shall be responsible for sales management, final hiring and
                     oversight of all sales

<PAGE>


                     and marketing staff, and shall be in compliance with
                     company hiring and human resources policies.

              H.     Company will pay employee the following bonus, paid as
                     follows: $12,500.00 on July 1, 2004, and $12,500.00 on
                     December 31, 2004.

       2.     The term of this agreement shall be three years commencing on
              January 1, 2004. The laws of the State of Minnesota shall govern
              this agreement.

       3.     If Mr. Nesbitt's agreement is terminated, he will be entitled to
              receive his base salary earned to date plus Nesbitt shall be
              entitled to cash severance pay in an amount equal to seventy-five
              (75%) of the pay which would otherwise have been earned and
              received had Nesbitt continued at his then current Base Salary for
              twenty four month's. Cash severance pay shall be payable in
              monthly installments equal to seventy-five (75%) of the Base
              Salary monthly payments at termination until such amount has been
              paid so as to satisfy this provision.

       4.     Nesbitt shall agree to lock up all shares owned by Nesbitt in the
              lockup agreement for Directors, Officers, and key Shareholders as
              required by Viper's underwriter of its initial public offering.

       5.     Accrued vacation will be paid in accordance with state law and
              Viper's customary procedures.

       6.     Nesbitt agrees to perform faithfully, industriously, and to the
              best of his ability, experience, and talents, all of the duties
              that may be required by the express and implicit terms of this
              Agreement, to the reasonable satisfaction of Viper. Such duties
              shall be provided at such place(s) as the needs, business, or
              opportunities at Viper may require from time to time.

       7.     Mr. Nesbitt shall keep all company information, trade secrets,
              vendor contacts, and any other information material to the company
              strictly confidential at all times.

IN WITNESS WHEREOF, the parties hereto have duly executed this agreement on the
day and year first above written.



By:      /s/  John Lai
    -------------------------------------------------

Its:     Vice President
    -------------------------------------------------
         Viper Motorcycle Company



By:      /s/ Terry L. Nesbitt
    -------------------------------------------------
         Employee


                                       2