EXHIBIT 10.12

                       2003-2004 VIPER MOTORCYCLE COMPANY
                                DEALER AGREEMENT
                       ----------------------------------

DATE:
            --------------------------------------------------------

PARTIES:    Viper Motorcycle Company

            Here within referred to as Viper
            5733 International Parkway
            New Hope, MN  55428

                                               ("Dealer" (Corporation or entity)
            -------------------------------

                                               ("Dealer Operator")
            -------------------------------

                                               ("Authorized Retail Location")
            -------------------------------


Dealer may sell, subject to all the terms and conditions described in this
agreement, Viper Motorcycles, together with related parts, accessories and
clothing for Viper Motorcycle Company ("Products"). Dealer acknowledges that
this Agreement grants no rights regarding any other products manufactured and/or
sold by Viper Motorcycle Company.

THIS AGREEMENT INCLUDES AN ARBITRATION PROVISION (SEE SECTION 18)

By
  ------------------------------------------------------------
(Representative of Viper Motorcycle Company)

The undersigned is authorized to execute this Agreement on behalf of the Dealer

By
  ------------------------------------------------------------
(Dealer Signature)

Title:
      --------------------------------------------------------

Date:
     ---------------------------------------------------------

The additional terms and conditions of this Agreement are as follows:

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       1.     APPOINTMENT OF DEALER.

              a.     Subject to the terms of this  agreement,  Viper  Motorcycle
       Company  nonexclusive  dealer  at retail of  Products  at the  Authorized
       retail Location.  This is a personal services agreement,  entered into in
       reliance on the  qualifications  of the Dealer  Operator  and on Dealer's
       assurances  that the Dealer  Operator  will provide  personal  service by
       exercising full managerial authority over dealership  operations.  Dealer
       Operator  will have an  unencumbered  ownership  interest in Dealer of at
       least 15  percent  at all  times.  Dealer  Operator  must be a  competent
       businessperson,  an effective  manager,  must have  demonstrated a caring
       attitude towards customers, and have demonstrated the ability to manage a
       dealership.  The  Dealer  Operator,  however,  is  not a  party  to  this
       Agreement and has no independent rights hereunder.

              b.     Dealer  acknowledges  that Viper  distributes  its Products
       through a network of authorized dealers at approved  locations,  and that
       those dealers must be appropriate in number,  located properly,  and have
       proper  facilities to represent  and service the Products  competitively.
       Through such a dealer network,  Viper Motorcycle Company can maximize the
       convenience of customers in purchasing Products and having them serviced.
       Accordingly,  Dealer  may not in any way  sell or  otherwise  deal in the
       Products at any location other than the Authorized Location without Viper
       Motorcycle Company's prior written consent, which consent may be withheld
       in Viper Motorcycle  Companies pursuant to its business  judgment.  Viper
       reserves  the right,  in its sole  discretion  pursuant  to its  business
       judgment,  to appoint any other dealer at any other  location or to allow
       another  dealer to  relocate.  Nothing in this  Agreement  is intended to
       require Dealer's consent to the  establishment of an additional dealer or
       the relocation of another dealer.

       2.     PURCHASE OF PRODUCTS BY DEALER.

              a.     Viper will sell Products to Dealer subject to  availability
       and the terms of this Agreement. Viper Motorcycle Company (in whole or in
       part) any order without liability to Dealer or any other person.  Without
       limiting  the  generality  of the  foregoing,  Viper  Motorcycle  Company
       reserves the right  unilaterally  to alter  accepted  purchase  orders by
       decreasing the quantity of any particular products subject to such order,
       and agrees to give Dealer  written or oral notice of such change.  Dealer
       will cooperate with any program  established by Viper Motorcycle  Company
       for advance ordering of Products.

              b.     Viper may discontinue or change the  specifications for and
       design of any Products,  alter or  substitute  materials in any Products,
       and add to the Products without notice, or any liability to Dealer.

              c.     Dealer shall accept all Products  ordered.  No cancellation
       of any  order  and  no  returns  may  be  made  without  Viper's  written
       authorization.  All sales are solely  subject to the  provisions  of this
       Agreement  and Viper's  general  sales terms,  conditions,  and programs,
       notwithstanding  the terms and  conditions of any purchase order or other
       communications  from  Dealer.  All  title  to and  risk of  loss  for the
       Products shall pass to Dealer upon shipment from factory.

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              d.     All   delivery   dates  agreed  upon  by  the  parties  are
       tentative, not withstanding any terms in any order or other communication
       of either party.  Viper will attempt to deliver in  accordance  with such
       dates,  but  shall  not be in breach of any duty to Dealer if it fails to
       meet such delivery dates for any reason.

       3.     PRICE AND PAYMENT.

              a.     Products  will be sold at the  dealer  prices,  terms,  and
       discounts  established  by  Viper  and in  effect  on the  date of  Viper
       Motorcycle  Company's shipment regardless of when the order was submitted
       or  accepted.  Viper  Motorcycle  Company  may  change  such  prices  and
       discounts in effect upon thirty (30) days prior written or oral notice to
       Dealer.

              b.     Full  payment on all  Products  is due and  payable in cash
       upon shipment unless Viper has agreed otherwise in writing in advance, in
       which case the payment for such product is due and payable as provided in
       such other  agreement.  Dealer may  participate  in any  financing  plans
       established  from time to time by Viper or by others at  Viper's  request
       for its sale of  Products,  if  permitted  under  local law and if Dealer
       qualifies   under  and  meets   all  of  the  terms   thereof.   Dealer's
       participation  in such financing plan will be subject to all of the terms
       and  conditions  of such plan,  as may be changed  from time to time.  If
       Dealer fails to fulfill its obligations under any such financing plan and
       Viper is required to  repurchase  any  Products to Dealer,  Dealer  shall
       reimburse Viper for any deficiency between the repurchase cost and resale
       price and for any costs and  expenses  which Viper  incurs in  connection
       with  the  sale  of any  such  Products,  notwithstanding  any  voluntary
       surrender agreement with any financing institution.  Viper may deduct any
       amounts due or becoming  due from Dealer to Viper or any amounts  held by
       Viper,  from any sums or  accounts  due or to  become  due from  Viper to
       Dealer to satisfy such deficiencies.

       4.     SECURITY INTEREST. Dealer grants Viper a continuing first priority
purchase money  security  interest on all products now or here after acquired or
reacquired  by  Dealer,  and all  proceeds  thereof,  secure  any and all of its
indebtedness  or  obligations  of any  character  to Viper,  regardless  of when
incurred.  Dealer will  execute or procure all  financing  statements,  personal
guaranties and other instruments, agreements and documents relating to assurance
of payment of all Dealers' obligations to Viper's requests.

       5.     REPORTING OF PACKING  SHORTAGES AND DEFECTS.  Dealer shall inspect
all  products  immediately  upon  arrival.  Dealer shall notify Viper in writing
within ten (10) days after the arrival of any products of any packing  shortages
and shall  submit  all  packing  slips and  inspection  reports  along with such
written  notice of any claimed  packing  shortage.  Viper  reserves the right to
refuse to adjust  any  packing  shortage  if Dealer has not  complied  with this
notice  requirement.  Dealer shall,  within ten (10) days after arrival,  notify
Viper in  writing  of any other  failure  of any  Products  to  conform  to this
Agreement which is reasonably  discoverable upon such arrival,  and shall notify
Viper in writing of any other failures to conform within ten (10) days after the
earlier  of (i) the date of  actual  discovery  or (ii)  the date on which  such
failures  should have been  discovered in the exercise of reasonable  diligence.
All shortages or other  failures to conform not reported to Viper as required by
this Section 5 shall be deemed waived by Dealer.

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       6.     DUTIES OF DEALER. Dealer shall use its best efforts to promote and
increase the distribution and sale of Products.  Without limiting the generality
of the foregoing, Dealer shall:

              a.     Purchase  such number and model mix of Products as shall be
       agreed  by Viper and  Dealer at the  commencement  of each  season.  Such
       purchases by Dealer shall  comply with  Viper's  then  existing  Stocking
       Requirements  Program,  which is incorporated herein. Viper has the right
       to  modify  the  Stocking  Requirements  Program  in its sole  discretion
       pursuant to its business judgment. Absent agreement for purchases for the
       season,  Viper  shall  have the  right to  specify  such  numbers  in its
       absolute discretion  pursuant to its business judgment,  considering such
       information as it has available concerning Dealer's previous sales, local
       population,   the  motorcycle   market  and  other  factors  Viper  deems
       appropriate. Dealer shall at all times employ a sales person dedicated to
       sales of the product.

              b.     Maintain  a  suitable,  modern  place  of  business  at the
       Authorized  Location  with  adequate  space  and  facilities  for  sales,
       service,  display, arid storage, and display prominently there a Viper 5'
       x 8' outdoor  electric  sign,  in form and of a quality  satisfactory  to
       Viper, and maintain  reasonable  business hours for the vicinity in which
       it operates.  If local sign ordinances  prohibit prominent display of the
       Viper  sign,  Dealer  must obtain  written  approval  from the Viper Vice
       President  of Sales of this  requirement,  in which case Viper shall have
       the right in its sole  discretion  pursuant to its  business  judgment to
       require  Dealer to provide a sign.  Dealer's  facility  shall  conform to
       Viper's Image  Requirements  and will have  sufficient  showroom space to
       display  representative  models of each of the Products,  pursuant to the
       Stocking Requirements Program.

              c.     Maintain an adequate stock of Viper parts,  accessories and
       clothing,   or  parts,   accessories,   and  clothing   meeting   quality
       specifications  equal to or better  than  those  sold by Viper and at all
       times employ a parts person for the Products.

              d.     Perform  Viper  warranty and service  program(s)  in effect
       from time to time,  maintain  and  train  adequate  staff and  personnel,
       maintain  adequate  tools and service  equipment to perform such warranty
       and service program(s) and send service personnel to schools conducted by
       Viper  from  time  to  time.   Dealer  shall  be   responsible   for  all
       out-of-pocket  expenses  incurred by such personnel,  including  (without
       limitation)  transportation and lodging. Dealer at all times shall employ
       a full-time  service manager  satisfactory to Viper and who has completed
       Viper's service school.

              e.     Sell  motorcycles only after the units are uncrated and set
       up in accordance with Viper pre-delivery  instructions located within the
       hardware packages.

              f.     Conduct   reasonable   amounts  of  local  advertising  (in
       newspapers,  on radio, or in other  appropriate  media),  place prominent
       Yellow Page display ad and spend reasonable  amounts on local promotional
       activities  relating to Viper  products,  and  participate in cooperative
       advertising and other promotional  programs adopted by Viper from time to
       time. Dealer shall not use any advertising copy or other materials, which
       have not been  approved  in advance  in writing by Viper and must  comply
       with all

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       advertising  regulations regarding safety prescribed by Viper,  including
       but not limited to age recommendations and warnings.

              g.     Attend all  national  Viper  sales  meeting  and  seminars.
       Dealer shall be responsible for all  out-of-pocket  expenses  incurred by
       such  personnel,   including  (without  limitation)   transportation  and
       lodging.

              h.     Submit orders for Products,  warranty reimbursement claims,
       claims or other information as Viper may designate.

              i.     Obtain  and  maintain   insurance,   through   solvent  and
       reputable  carriers,  in  sufficient  types and amounts and provide Viper
       with a copy of the certificate of insurance.

              j.     Reimburse  Viper for any payment  Viper makes to any retail
       financing  institution  relating to dealer's obligations under agreements
       with said financial institutions.

              k.     Maintain  a flooring  account  with an  approved  financial
       institution with a credit line sufficient to cover its orders.

              l.     Promptly inform Viper of any changes or proposed changes in
       state or local  regulations  and  legislation,  of which Dealer is aware,
       relating to the Products and inform Viper of any matters, of which Dealer
       is aware, indication a safety concern regarding the Products.

              m.     Comply  with  all laws and  regulations  applicable  to its
       business of selling  Products  and maintain  all  necessary  licenses and
       permits.

              n.     Sell  Products  only to consumers  purchasing  Products for
       consumer use in the United States,  or to other  authorized Viper dealers
       of products who at that time have an effective  Dealer  Agreement for the
       product line with Viper itself.  Dealer agrees to refrain from selling or
       transferring  products  to anyone  else  including,  but not  limited to,
       dealers not approved in writing by Viper.

              o.     Communicate to purchasers all safety and other  information
       Viper requires it to communicate to such  purchasers,  and take all other
       steps  required by Viper  regarding  safety  matters,  including  but not
       limited to, cooperation with Product modification or recall programs.

              p.     Make  no  representations,   which  are  inconsistent  with
       safety-related  requirements specified by Viper, to actual or prospective
       Product purchasers and comply with all age  recommendations as prescribed
       by state law.  Dealer shall provide its staff with  adequate  training to
       ensure compliance with this requirement.

              q.     Maintain  minimum new working capital  necessary for Dealer
       to conduct dealership operations under this Agreement.

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              r.     Maintain  records  for a minimum  of five  years  of(i) all
       sales of Products,  parts,  or service;  (ii) all warranty  records;  and
       (iii) profit and loss  statements  of the Dealer.  Dealer shall make such
       records available to NMC for examination or audit upon request.

       7.     WARRANTY. The Viper warranty on the Products shall be as set forth
in the  current  Viper  Warranty  program  furnished  to Dealer  by Viper.  SUCH
WARRANTIES  SHALL BE THE ONLY WARRANTIES MADE OR DEEMED TO BE MADE TO ANY PERSON
BY VMC AND ARE  EXPRESSLY  IN LIEU OF ALL OTHER  MERCHANTABILITY,  FITNESS FOR A
PARTICULAR  PURPOSE,  AND  NONINFRJNGEMENT.  THE  REMEDIES  SET  FORTH  IN  SUCH
WARRANTIES  SHALL BE THE ONLY REMEDIES  AVAILABLE TO ANY PERSON.  Neither Dealer
nor  any  other  person  shall  have  authority  to  bind  Viper  to  any  other
representation  or  warranty.  Dealer  shall  indemnify  Viper  for all  losses,
damages,  liabilities,  or expenses  (including  but not  limited to  reasonable
attorneys' fees and litigation expenses) which Viper may incur as a result of or
in  connection  with any  claim  under  such  warranty  by  reason of any act or
omission of Dealer, its servants or agents. Viper neither assumes nor authorizes
anyone to assume for it any other obligation or liability in connection with its
Products,  and Viper's maximum  liability under the Viper Warranty Program is to
repair or replace the Product.

       8.     TRADEMARKS.   Dealer  may  use  the  trademark  "Viper  Motorcycle
Company," the logo,  "Viper  Motorcycle  Company" and any other Viper trademarks
authorized  by Viper in writing,  in forms  approved  in writing by Viper,  (the
"Trademarks"),  in connection only with  promotion,  advertising,  selling,  and
servicing of the Products,  and for no other  purpose.  Dealer shall not use the
Trademarks in connection with any products  (whether or not for resale) that are
not specifically authorized by Viper. Dealer shall not use any of the Trademarks
as a part of Dealer's firm, trading, or corporate name, and shall not display or
use such  Trademarks  except in a form or Manner approved by Viper in writing in
advance.  If Dealer  for any  reason  ceases to be an  authorized  dealer of the
products,  Dealer  will  immediately  cease all use of the  Trademarks  and will
remove all signs bearing such Trademarks use in connection with its business.

       9.     CERTAIN  REPORTS.  Upon  request,  Dealer  shall  furnish  Viper a
detailed  written  inventory  of  Products  on  hand,   together  with  complete
information  with respect to its sales of Products,  including  orders received;
shipments made, and unfilled orders on hand. Dealer also shall furnish to Viper,
on Viper's  request,  additional  written  reports  and copies of forms or other
documents in Dealer's  possession or under its control which Viper in good faith
believes will assist it in evaluating  the market  and/or  Dealer's  performance
under this Agreement.  Such reports shall be in forms specified by Viper. Dealer
also agrees to submit to Viper on request such  financial  statements  and other
information  relating  to Dealer's  financial  condition  as Viper may  request.
Dealer  also  agrees to submit,  if  requested  by Viper,  a  Business  plan for
Dealer's operations.

       10.    VIPER  MOTORCYCLE  COMPANY  DUTIES.  Except as otherwise  provided
herein, Viper's duties shall be limited to:

              a.     Providing  parts   catalogs,   service   manuals,   current
       servicing  information,  and such service  training,  as Viper reasonably
       deems necessary to qualify Dealer's


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       employees to service the Products. The time, place, and frequency of such
       training are to be determined by Viper.

              b.     Conducting annual Dealer sales reviews, individually and in
       groups.

       11.    INDEPENDENT  CONTRACTOR.  Dealer  for  all  purposes  shall  be an
independent contractor, and not an agent, employee,  partner, joint venturer, or
franchisee of Viper. Dealer shall have the sole right to determine the manner in
which it performs its duties under this Agreement, except as otherwise expressly
provided  in this  Agreement.  No  fiduciary  obligations  are  created  by this
Agreement.

       12.    CONFIDENTIAL   INFORMATION.   Viper  has   communicated  and  will
communicate to the Dealer valuable  information with respect to the Products and
the servicing thereof, as well as promotional and advertising know-how and sales
merchandising information which Dealer agrees is of substantial value to Viper's
business. Dealer acknowledges that such information is confidential,  and Dealer
shall maintain its confidentiality and not disclose it to any other party during
or after the termination of this Agreement,  and shall take reasonable  steps to
prevent its employees,  officers, agents,  shareholders,  or partners from doing
so.

       13.    TERMINATION.

              a.     Unless  otherwise  terminated  for any of the causes and in
       the manner  specified in Sections 13(b),  (c) or (d) or any other section
       of this  Agreement,  this  Agreement  shall remain in force from the date
       specified at the top of this Agreement  until September 30, 2004, when it
       shall  automatically  expire,  unless  Viper  shall give  Dealer  written
       notice,  prior to such date,  of its  intention  to renew this  Agreement
       until the following  September 30 and Dealer  consents to such renewal in
       writing within thirty (30) days thereafter.  Viper  Motorcycle  Company's
       offer to renew shall occur only in the form of a letter  signed by a duly
       authorized  representative of Viper expressly stating that it is an offer
       to renew,  and  inviting  Dealer  accept such offer.  Requests  for sales
       projections for future  periods,  requests for orders for future periods,
       invitations to annual or other conventions or meetings,  or any other act
       whatsoever other than the specified written notice,  shall not constitute
       an offer to renew  this  Agreement.  Nothing  shall  prohibit  Viper from
       offering to renew upon terms and conditions  different from or additional
       to the terms and conditions of this agreement.

              b.     If  any  of the  following  events  occur,  Viper  has  the
       absolute right, in its sole discretion pursuant to its business judgment,
       upon ten (10) days written notice, terminate this Agreement,  except that
       no advance notice shall be required as to Sections 13 (b) (i) or (v):

                     (i)    Dealer   becomes   insolvent,   or  a  petition   in
              bankruptcy is filed, or Dealer makes a general  assignment for the
              benefit of creditors, or if a receiver or trustee is appointed for
              any significant portion of Dealer's property, or if a petition for
              dissolution or for an assignment or for the  reorganization of its
              affairs is filed; or

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                     (ii)   There  is  any  material   adverse   change  in  the
              financial  position of Dealer which Viper  believes may impair its
              prospect  of  receiving  timely and full  payment of may  increase
              Viper's own financial risk; or

                     (iii)  There is,  without  Viper's prior written  approval,
              any change in Dealer's facility location or in Dealer's  executive
              management, ownership, or control; or

                     (iv)   Refusal by Dealer to timely furnish sales,  service,
              or financial  information,  or to permit  Viper's  examination  or
              audit of Dealer's accounts and records: or

                     (v)    Any finding by a  governmental  agency or court or a
              settlement   or  plea  arising   from  charges  that  Dealer,   or
              predecessor  of Dealer  owned or  controlled  by the same  person,
              committed a misdemeanor or unfair or deceptive  business  practice
              or a felony, which in Viper's sole business judgment may adversely
              affect the reputation or interests of Viper; or

                     (vi)   Failure  of  Dealer  to  maintain  a line of  credit
              pursuant to paragraph 6(k) above; or

                     (vii)  Failure of Dealer to timely pay its  obligations  to
              Viper; or

                     (viii) Failure  of Dealer to  conduct  customary  sales and
              service operations during customary business hours for 30 days; or

                     (ix)   Dealer  materially  breaches  any  provision of this
              Agreement.  No  provision  of  this  Agreement  indication  that a
              particular  breach or default shall be deemed material is intended
              to imply that other  breaches or defaults not so identified  shall
              not also be considered to be material.

              c.     If Viper,  in its sole business  judgment,  determines that
       Dealer's facility at the Authorized  Location is not acceptable,  or that
       Dealer  has   failed  to   adequately   perform   its  sales  or  service
       responsibilities, Viper shall notify Dealer of the nature of which Dealer
       will have the  opportunity  to correct  the  failure.  If Dealer does not
       correct the failure by the expiration of the period,  Viper may terminate
       this Agreement by giving the Dealer 60 days advance written notice.  This
       paragraph  does not apply to the  reasons  for  termination  set forth in
       paragraph 13(b) (i) - (ix) above.

              d.     Upon  termination or nonrenewal of this Agreement by either
       party,  for any reason  whatsoever,  all Dealer's  rights and  privileges
       hereunder   shall  cease  and   terminate   immediately.   Dealer   shall
       nevertheless  remain  obligated  under the  provisions of the  Agreement,
       which by their express terms or by  implication  survive  termination  or
       nonrenewal.  All indebtedness of Dealer to Viper shall become immediately
       due and  payable.  Dealer  and  Dealer's  guarantors  shall  also  remain
       obligated  under  any  agreements  between  it or  them  and  Viper  or a
       financing  institution  with respect to the  financing of its purchase of
       Products.  Dealer,  at its  expense,  promptly  shall return to

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       Viper all  service  or other  manuals  and  promotional  and  advertising
       materials  (including  but not  limited to indoor and  outdoor  signs and
       logos) provided by Viper hereunder.

              e.     Viper Motorcycle Company will repurchase Dealer's inventory
       of current model new, unused and undamaged  Viper  motorcycles in crates,
       motorcycle  parts and  accessories,  for the current and the  immediately
       preceding two (2) model years,  and the current  year's model  motorcycle
       clothing,  provided  that (i) Viper  elects not to renew  this  Agreement
       under  Section 13 (a),  (ii)  Dealer is not in default to Viper or to any
       financing institution, (iii) Dealer has paid any sums due Viper, and (iv)
       Dealer releases Viper (in form and substance  satisfactory to Viper) from
       all claims and  liabilities,  except  future  warranty  claims.  All such
       repurchased  Products  shall at  delivery be free and clear of all liens,
       security  interests,  claims, or other encumbrances of any kind. If Viper
       does not  purchase  all of the  Products  owned by  Dealer  upon any such
       nonrenewal,  then  Dealer may sell the  balance of any such  Products  on
       hand.

              f.     Within Thirty (30) days after  termination or nonrenewal of
       this Agreement, Dealer shall assign and transfer to Viper or its designee
       such unfilled  orders and contracts,  together with any advance  payments
       thereon,  for the  purchase  of  Products  from  Dealer  as Viper or such
       designee  elects to accept.  Viper shall have no  obligation to reimburse
       Dealer for any expenses in procuring such orders.

              g.     Should any provision of the Section 13 be inconsistent with
       any applicable law protecting Dealer,  Dealer agrees to waive any and all
       rights and remedies it may have under such law to the extent it may waive
       such rights and remedies.

       14.    LIMITATION OF REMEDIES.

              a.     No party  terminating or failing to renew this Agreement in
       accordance with its terms shall by reason of such  termination or failure
       to renew be  liable  to the other  for  compensation,  reimbursement,  or
       damages of any kind relating to such  termination or nonrenewal,  whether
       for expenditures,  investments,  losses,  lost profits, or commitments in
       connection  with  the  business  or  goodwill  of  the  other  party,  or
       otherwise.

              b.     In the event of the failure of either  party to fulfill any
       of its  obligations  hereunder,  the exclusive  remedy of the other party
       shall be to request that such  obligation be fulfilled  and, if that does
       not occur promptly  thereafter,  to terminate this  Agreement,  and where
       appropriate  pursue  arbitration under paragraph 18 below.  Neither party
       shall have any  liability  to the other for damages for any  violation of
       the terms of this  Agreement  except for monies due hereunder and neither
       party shall have any  liability  to the other for lost  profits,  loss of
       good will, or other  incidental or consequential  damages.  The foregoing
       limitation  on liability  does not apply to the  indemnity  provisions of
       paragraphs 7 and 17.

              c.     Either party may bring no action,  regardless  of form,  or
       request for  arbitration  arising out of this Agreement more than two (2)
       years after the cause of action or claim has arisen,  or in the case of a
       claim for  nonpayment,  more than two (2) years from the date payment was
       due.

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       15.  FORCE  MAJEURE AND  SUSPENSION  OF  PERFORMANCE  FOR  BREACH.  Viper
Motorcycle  Company  shall not be liable to any person for any delay in delivery
or for  non-delivery  caused  in  whole  or in  part  by the  occurrence  of any
contingency beyond the control of Viper. Additionally,  if Dealer is at any time
in breach  (whether or not such breach is material) of any  obligation  to Viper
under this or any other agreement between them or between Dealer,  the financier
of inventory,  Viper may without notice suspend its own  performance  under this
and/or  such  other  agreements  until  such  breach is cured,  in  addition  to
exercising  any other  rights and  remedies  Viper may have with respect to such
breach.

       16.    NOTICES. All notices required or permitted by this Agreement shall
be addressed  to the  recipient at the address  designated  above,  or any other
address  hereafter  designated in writing by the recipient,  shall be in writing
(except where  otherwise  expressly  permitted by this  Agreement)  and shall be
either hand delivered, or sent by facsimile or first class mail, correct postage
prepaid.  Such  notices  shall be  considered  given when given  orally (if oral
notice is permitted), hand delivered,  confirmation is received of the facsimile
transmission or mailed, as the case may be.

       17.    INDEMNITY.  Dealer will defend, indemnify, and hold Viper harmless
from and  against  any and all  claims,  loss,  damage,  liability,  and expense
relating to or arising out of any breach of this Agreement by Dealer or relating
to any other act or omission of Dealer or any of its  employees or agents.  This
provision shall survive termination or nonrenewal of this Agreement by any party
for any reason.

       18.    ARBITRATION.

              a.     All disputes,  controversies,  and claims arising out of or
       in   connection   with  the   execution,   interpretation,   performance,
       nonperformance,  or breach  (including  without  limitation the validity,
       scope,  enforceability,  and voidability  under any statute,  regulation,
       ordinance, or ruling), or termination or nonrenewal of this Agreement, or
       of any provision of this Agreement  (including  without  limitation  this
       arbitration provision and the arbitrability of any issue), or arising out
       of or in connection  with any claimed  duty,  right,  or remedy  (whether
       arising under this Agreement or any statute,  regulation,  ordinance,  or
       other rule of law or otherwise)  relating to any of the foregoing,  shall
       be solely and finally settled by arbitration in Minneapolis, Minnesota in
       accordance with the United States Arbitration Act (9 U.S.C. 1 ET. SEQ..),
       and the rules of the -- --- American Arbitration  Association relating to
       commercial arbitration. There shall be a single arbitrator who shall be a
       lawyer  with at least five  years of  significant  experience  related to
       business law. The arbitrator  shall have the right to award or include in
       any award the specific performance of this Agreement;  provided, that the
       arbitrator  shall not have the right to issue any award or include in any
       award any  relief  which is more than  could be  awarded  by a federal or
       state court located in the State of Minnesota. Viper shall have the right
       to prevent or remedy a material breach of this Agreement by the Dealer if
       such breach  could  materially  impair the goodwill  associated  with the
       Viper  trademarks or names.  Viper  Motorcycle  Company shall be entitled
       without bond to the entry of temporary  restraining  orders and temporary
       and permanent injunctions relating to the latter.

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<PAGE>


              b.     The  arbitrator's  decision  or award  shall  be fully  and
       finally  binding on the  parties  and the  parties  waive all  respective
       rights to  further  appeal or  redress  in any other  forum as to matters
       decided by such  arbitratory,  except solely for the purpose of obtaining
       execution  of the  decision  and award  rendered by the  arbitrator,  and
       except and permitted by 9 U.S.C. subsections 10 and 11. The parties agree
       that  judgment  upon the award of the  arbitratory  may be entered in any
       court  having  jurisdiction  over the  losing  party or its  assets.  The
       arbitrator  shall divide all costs (other than attorney's  fees) incurred
       in conducting the  arbitration in the final award in accordance with what
       he or she deems just and  equitable  under the  circumstances.  Viper and
       Dealer  shall fully  perform  this  Agreement  during the pendency of any
       arbitration   proceeding,   except  any   proceeding   relating   to  any
       cancellation, termination, or nonrenewal of this Agreement.

              c.     The parties agree to facilitate arbitration by:

                     (i)    promptly making  available to one another and to the
              arbitrator for inspection  and copying all documents,  books,  and
              records required by the arbitrator to be made available; and

                     (ii)   observing  strictly the time periods  established by
              the  arbitrator  for the  submission of evidence and of briefs and
              the holding of hearings.

              d.     If either party asserts in any forum a claim, counterclaim,
       or  defense,  the  subject  matter of which,  under  statute  or  current
       judicial decision is nonarbitrable for public policy reasons, the parties
       agree that any legal proceedings  relating to such nonarbitrable  matters
       shall be stayed  pending the  decision and award of the  arbitrator  with
       respect  to  matters   which  are  subject  to   arbitration.   Any  such
       nonarbitrable  cause of  action  arising  between  the  parties  shall be
       brought  only in a court  having  jurisdiction  and venue in  Minneapolis
       Minnesota.

              e.     This Section 18 shall survive  termination or nonrenewal of
       this Agreement by either party for any reason.

       19.    MISCELLANEOUS.

              a.     Dealer shall not assign,  or sell any part of its rights or
       obligations  under this  Agreement or the ownership of Dealer without the
       prior written  consent of Viper.  Any attempt to do so without such prior
       written consent shall be wholly void and without effect. If Dealer wishes
       to change ownership, it must submit a proposal to Viper in writing, using
       the forms supplies by Viper, at least 60 days prior to the effective date
       of such change.  Viper has the right, in its sole discretion  pursuant to
       its business judgment,  to approve or disapprove such a change. If Dealer
       submits a proposal for a change of ownership, Viper shall have a right of
       first refusal to purchase the dealership assets regardless of whether the
       proposed buyer is qualified to be a dealer. Viper Motorcycle Company will
       have a  reasonable  opportunity  to inspect  the assets,  including  real
       estate,  before  making  its  decision.  Viper may  assign  any rights or
       obligations under this Agreement to any affiliated or successor  company,
       and will provide Dealer written notice of such  assignment or delegation.
       Such assignment  shall not relieve Viper of liability for

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<PAGE>


       the performance of its obligations  under this Agreement.  This Agreement
       shall  be  binding  upon  and  inure  to the  benefit  of  the  permitted
       successors and assigns of Dealer and the successors and assigns of Viper.
       This  Agreement  is not  enforceable  by  any  third  parties  and is not
       intended to convey any rights or benefits to anyone who is not a party to
       this Agreement.

              b.     If any part of this Agreement is held by the final order of
       any court,  tribunal,  or administrative  agency having jurisdiction over
       this  Agreement of the subject  matter hereof to be invalid,  contrary to
       the law or public policy,  or otherwise  enforceable,  such part or parts
       shall be severed here from to the minimum extent  necessary to avoid such
       invalidity or illegality  and such  severance  shall not affect any other
       part of parts of this Agreement.

              c.     Dealer is responsible for all local,  state, and federal or
       other applicable taxes and tax returns related to its dealership business
       and will hold Viper  harmless from any related  claims or demands made by
       any taxing authority.

              d.     This Agreement and the enforcement hereof shall be governed
       by the  internal  laws (but not the choice or  conflicts of law rules) of
       the State of Minnesota.  This provision  shall survive the termination or
       nonrenewal of this Agreement by any party for any reason.

              e.     The  following   agreements  and  undertakings  are  hereby
       incorporated into Agreement:

              ---------------------------------------------

              ---------------------------------------------

              ---------------------------------------------

              f.     This Agreement cancels and supersedes all prior written and
       unwritten agreements and understandings between the parties pertaining to
       the matters  covered in this  Agreement.  No  obligations,  agreements or
       understandings  shall be implied from any of the terms and  provisions of
       this  Agreement,  all  obligations,  agreements and  understandings  with
       respect to the subject  matter  hereof being  expressly set forth herein.
       The parties in entering into this Agreement forth herein,  relied upon no
       representations  or  statements,  other  than  those  expressly  set.  No
       modifications  or waiver of,  addition to, or deletion  from the terms of
       the Agreement shall be effective  unless reduced to writing and signed by
       Dealer  and  a  representative   of  Viper  authorized  to  execute  this
       Agreement. No waiver of any particular breach shall be deemed to apply to
       any other breach, whether prior or subsequent to the waiver. No provision
       of any purchase order submitted by Dealer shall be binding on Viper, even
       if accepted by Viper, other than quantity and description, and even those
       provisions shall be subject to alteration by Viper as elsewhere  provided
       in this Agreement.

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