EXHIBIT 10.14

APPLICATION AND AGREEMENT FOR
IRREVOCABLE STANDBY LETTER OF CREDIT                           99-33-2441 (3/00)
================================================================================

TO:  Compass Bank 204 W. 19th Street ("Issuer")             Date 2/1//04 _______
     Houston, Texas 77008

Please issue an Irrevocable Standby Letter of Credit as set forth below and
forward same to your correspondent for delivery to the Beneficiary, or, at your
option, forward same directly to the Beneficiary by:

[X]  Courier               [_]  Full Telex/S.W.I.F.T.
                           (no written confirmation to follow)

[_]  Deliver to Relationship Manager

[_]  Other (specify in detail)
                              --------------------------------------------------

------------------------------------------------------------
Advising Bank (Name and Address)
(For Issuer's use only unless Applicant designates
advising bank)





------------------------------------------------------------
For account of Applicant(s) (Name and Address)
Viper Motorcycle Company
5733 International Parkway
New Hope, MN  55428



Phone:  (763) 732-0778
------------------------------------------------------------
To Beneficiary (Name and Address)
GE Commercial Distribution Finance Corporation
655 Maryville Centre Drive
St. Louis, Missouri  63141







------------------------------------------------------------
Amount (Figures) $100,000.00
(In Words)  One hundred thousand and NO/100 dollars




 About  + / -               %
              -------------
Expiry Date:  one year from issue date
at the office of Compass Bank, 204 W. 19th Street,
Houston, TX 77008
------------------------------------------------------------

Available against Beneficiary's draft(s) at sight drawn on issuer and
accompanied by the following documents:

[_]  Original of Beneficiary's manually signed statement stating that:
                                                                      --------

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

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

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

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

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

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

  ----------------------------------------------------------------------------
  [_]  Other:                   See Attached
  ----------------------------------------------------------------------------

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

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

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

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

--------------------------------------------------------------------------------
(Complete only when the Beneficiary's bank or correspondent is to issue its
guarantee or undertaking based on the issued Standby Letter of Credit)

[_]  Request Beneficiary's bank to issue and deliver their _______________
(specify type of bid or performance bond, guarantee, undertaking, or other)

                In favor of
          (Name/Attention):  o _______________________________________________
          (Address/Street):  o _______________________________________________
            (Address/City):  o _______________________________________________
                 (Country):  o _______________________________________________
           (Telephone/Fax):  o _______________________________________________

For an amount not exceeding that specified above, effective immediately and
expiring at their office on __________________________________________________
                               (at least 30 days prior to Expiry Date above)

covering __________________________________________________________.
        (specify bid, contract or guarantee, etc. reference number)
--------------------------------------------------------------------------------
 Partial drawings permitted?   [X] Yes   [_] No

 If drawings are allowed in installments within periods and no drawing is made
 for an installment within the applicable period, the letter of Credit [_] is
 [X] is not available for subsequent installments.

 All banking charges other than the Issuer's are for
 [_] Beneficiary [X] Applicant.
--------------------------------------------------------------------------------

 We hereby certify that transactions covered by this Application are not
 prohibited under the Foreign Assets Control Regulations of the United States
 Treasury Department or the Department of Commerce, Export Administration
 Regulations and that any transaction covered by this application conforms in
 every respect with all existing United States government and other applicable
 regulations.

 We hereby authorize you to issue this Letter of Credit with such variations
 from the above terms as you may, in your discretion, determine are necessary
 and are not materially inconsistent with this Application. By signing at the
 place provided on the last page of the Application and Agreement, the
 Applicant agrees to the terms and conditions set forth in the Agreement on the
 reverse side of this application and the following pages.

<PAGE>


The  undersigned  ("Applicant")  agrees  with  Compass  Bank  (Issuer")  that In
consideration of the issuance of each irrevocable standby letter of credit (each
such letter of credit a "Credit")  at the request of  Applicant,  the  following
terms and  conditions  will govern each such Credit,  unless they are  expressly
changed in any Credit or the Application for any Credit (the "Application"),  as
approved  by  Issuer,  and,  with  regard to the  provisions  of Section 6 and 7
herein, regardless of whether such Credit or the Application provide otherwise.

1.     REIMBURSEMENTS.  Applicant  agrees to  reimburse  Issuer for any  payment
Issuer  makes (i) against a  presentation  that appears to comply with the terms
and conditions of the Credit,  or (ii) with Applicant's  authorization to pay or
waiver of  noncompliance.  Reimbursement  is due the banking day before Issuer's
payment or honor is due,  except that if the Credit  provides for sight payment,
the due date for  reimbursement  is the day on which  Issuer  pays.  If a Credit
provides  for  presentation  of drafts in a currency  other  than U.S.  dollars.
Applicant  shall, at Issuer's sole option.  make payments to Issuer with respect
to such  drafts  either (a) in such other  currency  at such place as Issuer may
direct, or (b) in U.S. dollars at the rate of exchange  determined by the issuer
to be the rate in effect in  Houston,  Texas at the time of payment of the draft
or, if the issuer  determines that there is no such rate of exchange.  Applicant
shall pay Issuer an amount  sufficient,  in the sole judgment of Issuer, to meet
Issuer's obligations hereunder.

2.     FEES AND INTEREST. Applicant agrees to pay Issuer:

(a)    On demand.  Issuers then customary commissions and lees and all costs and
       expenses, including reasonable attorneys fees, paid or incurred by issuer
       in connection with the administration or enforcement of this Agreement or
       any Credit,  and any adviser.  confirmer or other nominated  persons fees
       and costs that are chargeable to or paid by Issuer;

(b)    Interest on all sums advanced by Issuer until  reimbursement by Applicant
       at the per annum rate equal to the lesser of (i) eighteen  percent  (18%)
       or (ii) the Prime  Rate on the data of advance  by the  Issuer,  provided
       that such rate of interest  shall not exceed the maximum rate of interest
       which may be charged  under  applicable  law. The "Prime Rate" shall mean
       the rate of interest  announced  by Compass Bank from time to time as its
       prime rate (which rate may or may not be the lowest interest rate charged
       by issuer), to be computed for actual days unpaid; and

(c)    In  the  event  any  change  in  any  law  or   regulation,   or  in  any
       interpretation  by  court or  administrative  or  governmental  authority
       charged with the administration thereof shall either:

       (i)    impose, modify or make applicable any reserve, special deposit. or
              similar  requirement  against  letters  of  credit  issued  by the
              Issuer; or

       (ii)   impose on Issuer any other  condition  regarding this Agreement or
              any  Credit,

and as a result, increase the cost to Issuer of issuing or maintaining a Credit,
then upon demand by Issuer,  Applicant  shall  immediately  pay to Issuer,  such
additional  amounts as shall,  in the  judgment  of  Issuer,  be  sufficient  to
compensate  Issuer for such increased cost.  together with interest on each such
amount  from the date  demanded  until  payment in full at the rate  provided in
subsection (b) above.

3.     PAYMENTS.

(a)    Payments due from Applicant hereunder shall be made without  withholding.
       deduction  or set-off and shall be made free and clear of any taxes other
       than taxes directly  imposed on Issuer.  If the due date is not a banking
       day, Applicant may effect payment on the nest succeeding banking day with
       interest for the additional calendar day(s) elapsed.

(b)    To effect any payment due hereunder, Applicant authorizes Issuer to debit
       any account that Applicant may have with Issuer or any direct or indirect
       subsidiary of Compass Bank.

(c)    Rescission  of any payment  made to issuer  shall  revive the  obligation
       paid.

(d)    Issuer's records as to the dates and amounts of payments due and made are
       presumed correct and complete.

4.     REPRESENTATIONS  AND WARRANTIES.  In order to induce Issuer to issue each
Credit. Applicant represents and warrants to Issuer that:

       (i)    Each  financial  statement  of  Applicant  furnished to issuer was
              correct and complete and truly  presented the financial  condition
              of Applicant  as at the date  thereof  and,  since the date of the
              last such financial statement,  there has been no malarial adverse
              change in the financial condition of Applicant.

       (ii)   Each  statement  and fact  provided by Applicant in each and every
              Application is correct and complete.

       (iii)  Applicant  has the power and is duly  authorized  to  execute  and
              deliver  this  Agreement  and is and  will be duly  authorized  to
              execute  and  deliver  each  Application  for a  Credit  and  each
              collateral document referred to herein or in any application for a
              Credit.

       (iv)   This  Agreement,  each  Application for a Credit and each document
              creating  or  granting  a  security  interest  in  Collateral  (as
              hereinafter defined), when executed and delivered, will constitute
              the valid and binding  obligations  of Applicant.  enforceable  in
              accordance  with their  terms,  except as  limited by  bankruptcy.
              insolvency  or similar laws of general  application  affecting The
              enforcement  of  creditors'  rights  generally  and  except to the
              extent that general principles of equity might affect the specific
              enforcement of this Agreement or such collateral documents.

       (v)    There is no litigation  or  administrative  proceeding  pending or
              threatened against Applicant which might, if adversely determined,
              materially affect  Applicant's  ability to perform its obligations
              under this Agreement.

       (vi)   No default  exists,  nor has any event.  act or omission  occurred
              which,  with the giving of notice or the  passage  of time,  would
              constitute a default under any instrument or agreement  evidencing
              or securing  any  indebtedness  or  liability  of Applicant to any
              person or entity.

       (vii)  Applicant  has  no  indebtedness   for  borrowed  money,  nor  any
              obligation,   contingent  or  otherwise,  directly  or  indirectly
              guaranteeing  or in any manner  providing  for the  payment of the
              indebtedness of another, except those disclosed on the most recent
              financial  statements of Applicant  furnished to Issuer and except
              for  endorsements for collection or deposit in the ordinary course
              of business.

       (viii) Applicant has good and  marketable  title to all of the Collateral
              (as hereinafter  defined),  subject to no lien, security interest,
              mortgage,  encumbrance  or charge of any k rid except as  provided
              herein.

5.     COVENANTS.  Applicant  agrees that so long as drawing is available  under
any Credit,  and until Issuer has been  reimbursed  for all drafts honored by it
under any Credit, Applicant will comply in a timely manner with:

(a)    Its obligations hereunder and under all security agreements, mortgages or
       assignments  securing  the  Obligations  as defined in Section 11 herein;
       and,

(b)    The following covenants:

       (i)    Applicant  shall furnish to Issuer within 90 days after the end of
              each fiscal year of Applicant  financial  statements  of Applicant
              for such year in reasonable  detail and  satisfactory  in scope to
              Issuer and, if required by Issuer,  either audited or certified by
              an independent certified public accountant satisfactory to Issuer.

       (ii)   Applicant  shall furnish to issuer within 45 days after the end of
              each of the first three quarters of each fiscal year of Applicant,
              financial   statements  of  Applicant  for  the  period  from  the
              beginning  of the fiscal year to the and of such  quarter,  all in
              reasonable detail and satisfactory in scope to Issuer.

       (iii)  Applicant  shall  furnish  to issuer  such  financial  information
              regarding  Applicant  as Issuer  may from time to time  reasonably
              request and shall  permit  representatives  of Issuer to visit and
              inspect the  properties  and books and records of Applicant at any
              reasonable time and as often as may reasonably be desired.

       (iv)   Applicant shall pay all lawful taxes, assessments and governmental
              charges  upon it or against  its  properties  prior to the date of
              which  penalties  attach,  unless and to the extent  only that the
              same  shall  be  contested  in  good  faith  and  by   appropriate
              proceedings.

       (v)    Applicant shall not sell, lease,  transfer or otherwise dispose of
              all or a substantial  part of its assets (other than sales made in
              the ordinary course of business).

       (vi)   If  Applicant  is a  corporation.  Applicant  shall  maintain  its
              corporate  existence and not merge or consolidate with or into any
              other corporation, unless Applicant is the surviving corporation.

                                       2
<PAGE>


       (vii)  If  Applicant  is a limited  liability  company,  Applicant  shall
              maintain  its  existence  as a limited  liability  company and not
              merge or  consolidate  with or into any  other  limited  liability
              company or corporation.

       (viii) If  Applicant is a  partnership,  Applicant  shall not  liquidate.
              terminate or dissolve.

6.     RESPONSIBILITY OF ISSUER.

(a)    Delivery  to  Issuer  or  any  of its  correspondents  of  any  documents
       purporting  to  comply  with  the  requirements  of  a  Credit  shall  be
       sufficient evidence of the validity,  genuineness aid sufficiency thereof
       and of the good faith and proper  performance if drawers and users of the
       Credit, their agents and assignees, and Issuer and its correspondents may
       rely thereon without  liability or  responsibility  with respect thereto,
       even if such documents  should in fact prove to be in any or all respects
       invalid, Insufficient, fraudulent or forged.

(b)    Issuer is  expressly  authorized  and  directed  to honor any request for
       payment made under and in compliance  with the terms of a Credit  without
       regard to, and  without  any duty on issuers  mart to inquire  into,  the
       existence  of  any  disputes  or  controversies  between  Applicant,  any
       beneficiary of any Credit or any other person, firm or corporation or the
       rights, duties or liabilities of any of them.

(c)    Issuer is  expressly  authorized  and  directed  to honor any  electronic
       presentation it receives that conforms to the  requirements of the Credit
       and to treat as valid, genuine and sufficient any property  authenticated
       electronic record or electronic signature.

(d)    Issuer shall not be liable to Applicant or any third party or:

       (i)    the use  made of any  Credit  or for  any act or  omission  of any
              beneficiary thereof,

       (ii)   any delay in giving or failing to give any notice,

       (iii)  any error, neglect or default of any of its correspondents,

       (iv)   the validity, sufficiency or genuineness of any document assigning
              or purporting  to assign the Credit or any benefits  thereunder or
              any act in reliance thereon,

       (v)    errors in translation or in the interpretation of any of the terms
              of a Credit, for

       (vi)   errors,  delays,  misdeliveries  or losses in the  transmission of
              notices  and  communications  by means of  S.W.I.F.T.,  electronic
              mail,  telex,  twx,   telecopy.   telefax  or  computer  generated
              telecommunications  or  other  documents  or  items  forwarded  in
              connection with a Credit or any relevant draft.

(e)    Any action taken or omitted by Issuer or its correspondents in connection
       with any Credit,  any Instructions of Applicant or any drafts,  documents
       or merchandise  relative thereto shall, if in good faith, be conclusively
       deemed authorized by Applicant, whether expressly so or not.

(f)    If  any  Credit  shall  have  been   requested   by  Applicant   for  the
       accommodation of a third party, any  instruction,  consent,  approval and
       other  action or inaction of such third party with  respect to the Credit
       or transactions  thereunder  shall be deemed to be the act or omission of
       Applicant for all purposes  hereof,  and Issuer shall be entitled to rely
       thereon.

(g)    Issuer and its  correspondents  are  authorized  to accept and receive as
       documents of insurance under a Credit or instructions of Applicant either
       insurance policies or certificates of Insurance.

7.     LIMITATION ON LIABILITY.  Specifically,  but without  limitation,  Issuer
shall not be  responsible  to  Applicant  for,  and Issuers  rights and remedies
against Applicant shell not be impaired by:

(a)    Action or inaction required or permitted under:

       (i)    the Uniform Commercial Code in effect where and when the credit is
              issued or the International  Standby Practices 98 ("ISP"),  unless
              the ISP is not recognized by the laws of a jurisdiction applicable
              to any Credit or the customary  trade  practice of the industry to
              which a party to any  Credit  is a  member,  or, if the ISP is not
              applicable  to any Credit for the foregoing  reasons,  the Uniform
              Customs and Practice  for  Documentary  Credits  ("UCP") in effect
              when the credit is issued,

       (ii)   the law or  published  practice  rules  to  which  the  Credit  is
              subject,

       (iii)  an  applicable  standard  practice of banks that  regularly  issue
              letters of credit.

       (iv)   an   applicable   order,   ruling  or  regulation  of  any  court,
              arbitrator. or government agency.

       (v)    a published  statement or interpretation on a matter of applicable
              standard bank practice, or

       (vi)   an opinion  received from Issuers legal counsel on a matter of law
              or from an expert engaged by Issuer on a matter of practice,

(b)    Honor of any presentation that substantially  complies with the terms and
       conditions of the Credit,  even if the Credit  requires strict or literal
       compliance by the beneficiary,

(c)    Honor of a nonnegotiable or informal or unmarked demand or of a demand by
       the  beneficiary  presented  electronically,  even if the Credit requires
       that the  beneficiary's  demand be in the form of a draft and states that
       it is drawn under the Credit,

(d)    Honor of documents  signed or presented by or on behalf of. or requesting
       payment to. the beneficiary's purported successor by operation of law,

(e)    Honor of a presentation without regard to any nondocumentary condition(s)
       in the Credit,

(f)    Honor or other  recognition of a presentation  or other demand that later
       is determined to have included forged or fraudulent documents or that was
       otherwise  affected by the  fraudulent.  bad faith, or illegal conduct of
       the beneficiary or other person (excluding Issuers employees),  including
       payment to a person who later is  determined to have forged the signature
       of a  beneficiary,  nominated  bank,  or  assignee  of  letter  of credit
       proceeds.

(g)    Honor of a  presentation  up to the  amount  available  under the  Credit
       against a draft or other  documents  claiming  amount(s) in excess of the
       amount available,

(h)    Reimbursement  of a  nominated  person  that does riot give value or that
       misrepresents the basis on which it claims reimbursement, or

(i)    Dishonor of any  presentation  that does not  strictly  comply or that is
       fraudulent, forged, or otherwise not entitled to honor,

(j)    Dishonor,  authorized  by  Applicant,  which  occurs  upon or during  the
       continuance  of an  Event  of  Default  (defined  below),  or  for  which
       Applicant is unwilling or unable to reimburse Issuer,

(k)    Dishonor  with  discrepancies  notified to the  presenter  as late as the
       close of the third  banking  day after the  banking  day on which  Issuer
       receives a  presentation,  unless the Credit  expressly  provides  for an
       accelerated  response (a letter of credit does not expressly  provide for
       an  accelerated  response  if it  incorporates  the  ISP  or  the  UCP or
       otherwise  provides for giving notice within a reasonable time or without
       delay after deciding to dishonor sooner), or

(l)    retention  of letter  of credit  proceeds  based on a valid  exercise  of
       Issuers set-off rights or on an  apparently-applicable  attachment order,
       blocking regulation, or third-party claim notified to Issuer.

8.     BANK DISCRETION.

(a)    Issuer may assume that any  beneficiary  or other  presenter acts in good
       faith and that any presentation or other demand is nonfraudulent.

(b)    Unless the Credit permits and Issuer specifically agrees. Issuer need not
       check  the  authenticity  or  authority  of  any  purported   beneficiary
       signature, even if in other transactions the beneficiary is a customer or
       its signature is otherwise known to Issuer.

(c)    Issuer's  agreement to use or use of, discretion in one or more instances
       shall not waive its right,  with or without  notice to Applicant,  to use
       its  discretion  differently  in other  similar  instances and shall riot
       establish  a course of conduct on which  Applicant  may rely in any other
       instances under the Credit (or any other letter of credit).

9.     APPLICANTS RESPONSIBIUTY FOR LETTER OF CREDIT TEXT.

(a)    Applicant is  responsible  for  preparing  or  approving  the text of the
       Credit  as  issued  arid  as  received  by  the   beneficiary.   Issuer's
       recommendation  or  drafting  of text or use or non-use or refusal to use
       text  submitted  by  Applicant  shall  not  affect  Applicant's  ultimate
       responsibility for the final text and its receipt by the beneficiary. For
       example.  Applicant  acknowledges  and  accepts  responsibility  for  the
       following risks:

       (i)    Applicant  accepts  the risk  that the  wrong  person  may  obtain
              payment  to the  extent the  Credit  Incompletely  Identifies  the
              beneficiary,   identifies  more  than  one  beneficiary,   permits
              transfer of or succession to the beneficiary's rights, or does not
              require  presentation  of the  original  Credit  or  other  unique
              document.  (Issuer is not responsible  for detecting  forgery of a
              beneficiary's  signature.  Applicant is obligated to indemnify


                                       3
<PAGE>


              and  reimburse  Issuer  for  payments  against  forged  as well as
              genuine presentations.)

       (ii)   Applicant  accepts the risk that a provision in the Credit will be
              ignored to the extent it requires  Issuer to verify  facts  rather
              than examine  documents or fails to identity  the  document(s)  to
              which  the  provision  applies.  (Issuer  is not  responsible  for
              enforcing nondocumentary conditions In the Credit.)

       (iii)  Applicant accepts the risk that, to the extent the Credit provides
              for a response to a presentation on an accelerated  (e.g., same or
              next  banking  day)  basis,   Issuer  may  honor  a   noncomplying
              presentation or be precluded from raising  discrepancies  although
              Issuer gives notice of dishonor stating  discrepancies  before the
              close of the three banking day period permitted by this Agreement.
              Applicant agrees the issuer could have avoided prejudice  (whether
              payment or preclusion)  had the Credit  permitted  response within
              the  time  ordinarily  permitted  under  the UCC,  any  convention
              applicable to the Credit, or this Agreement.

       (iv)   Applicant  accepts the risk that the Credit will be Interpreted or
              applied other than as Applicant  intended to the extent the Credit
              (I)  permits  presentation  at a place  other  than  the  place of
              issuance,  (II) permits application of laws or practice rules with
              which   Applicant  is  unfamiliar,   (iii)   includes   ambiguous.
              inconsistent, or impossible requirements, (iv) does not specify an
              expiry  date,  (v)  does not  identify  Applicant,  (vi)  requires
              termination or reduction  against a presentation made by Applicant
              rather  than  the  beneficiary,  or  (vii)  fails  to  incorporate
              appropriate letter of credit practice rules.

       (v)    Applicant  accepts  the risk  that  Issuer  may pay a  demand  for
              reimbursement,  indemnification, or charges (apart from any demand
              for honor) where the Credit  requests the beneficiary to issue its
              own undertaking or authorizes advice, confirmation or other action
              under  the  Credit  and  does not  effectively  limit  Issuers  or
              Applicant's  obligations  under all  applicable  law and  practice
              rules.

       (vi)   Applicant  accepts the risk that the  beneficiary may not issue or
              perform some requested undertaking and that Issuer may nonetheless
              honor   the   beneficiary's   demands   without   regard   to  the
              beneficiary's  compliance  with those or any other  nondocumentary
              conditions.

(b)    Applicant Is responsible for making certain that the Credit is consistent
       with the underlying  obligation,  suitable for Applicant's purposes,  and
       received  by the  beneficiary  in  time to  permit  the  beneficiary  and
       Applicant to review it and to request any desired amendments.

10.    APPLICANT NOTIFICATION OF OBJECTIONS/ RATIFICATION.

(a)    Applicant agrees to notify Issuer of any objection  Applicant may have to
       Issuer's  issuance or  amendment  of the Credit,  Issuers  acceptance  or
       rejection  of a  presentation  under the Credit,  or any other  action or
       inaction  taken or proposed to be taken by Issuer under or in  connection
       with this  Agreement or the Credit.  Applicant must give Issuer notice of
       objection by expeditious  means within three banking days after Applicant
       receives notice of the action or inaction Issuer has taken or proposed to
       take.  For example,  within three banking days after  receiving a copy of
       the Credit or the  originals or copies of documents  presented  under the
       Credit,  Applicant must examine them,  notify Issuer of any defect in the
       Credit as  issued  or of any  discrepancy  in any  presentation  to which
       Applicant objects,  and specify each such defect or discrepancy,  even if
       Issuer has indicated its  satisfaction  with the Issuance or presentation
       or Issuer's awareness of the defect or discrepancy.

(b)    Applicant's failure to give timely and specific notice of objection shall
       waive Applicant's  objection,  authorize Issuer's action or Inaction, and
       absolutely  preclude Applicant from raising the objection as a defense or
       claim against Issuer,

(c)    Applicant's  acceptance or retention of any documents  presented under or
       in connection with the Credit (Including originals or copies of documents
       sent  directly  to  Issuer)  or of any  property  for  which  payment  is
       supported by the Credit shall ratify  Issuers  honor of the documents and
       absolutely  preclude  Applicant  from  raising  a defense  or claim  with
       respect to Issuers honor of the relevant presentation.

11.    COLLATERAL SECURITY. As security for the prompt and unconditional payment
of all  obligations  and  liabilities of Applicant to Issuer and all of Issuer's
claims against  Applicant,  whether  arising or incurred under this Agreement or
otherwise,  whether  now  existing  or  hereafter  incurred,  and whether now or
hereafter  owing  to or  acquired  in  any  manner  by  Issuer  ("Obligations"),
Applicant  hereby  grants  to  Issuer  a  first-priority  security  interest  in
Applicant's present and future rights in all of the following property:

(a)    Applicant's property in Issuer's actual or constructive  possession or in
       transit  to  Issuer  or  Issuers  correspondents  from or for  Applicant,
       whether for collection or otherwise;

(b)    deposits  (general and  special) and credits of Applicant  with Issuer or
       any Compass Bank Affiliate  (including,  without limitation,  any deposit
       made pursuant to Section 15 hereof),  including items in safekeeping with
       Issuer's agent or bailee,  and any claims by Applicant  against Issuer at
       any time existing;

(c)    additional  property In which Applicant has conveyed a security  interest
       to Issuer or which Applicant agrees to convey upon demand of Issuer, and

(d)    proceeds of any of the foregoing

(all  of  which,  together  with  additions,  accessions  or  substitutions,  is
hereafter  collectively  called  the  "Collateral")  until  such time as all the
Obligations have been fully discharged.  Applicant agrees to sign and/or deliver
to Issuer, upon Issuers request, such security agreements,  mortgages,  deeds of
trust, assignments. documents, instruments or financing statements as Issuer may
require  to  perfect,  register  or record a  security  interest  in any item of
Collateral  or to foreclose  upon any such item and to reimburse  issuer for all
costs relating thereto.

Upon and during the  continuance  of any (i) Event of Default  (defined  below),
(ii) material adverse change in Applicant's  business or financial  condition or
the  Collateral,  (iii)  material  change or threatened  change in the direct or
indirect  ownership  or control of  Applicant  or that  segment of our  business
involved in the underlying  transaction,  (iv)  injunction  action,  beneficiary
wrongful  dishonor  action,  or other event that threatens to extend or increase
Issuer's  contingent  liability beyond the time, amount, or other limit provided
in the Credit or this Agreement,  Applicant must deposit with Issuer, on demand,
cash amount(s) in the aggregate amount of the Obligations.

On receipt of the cash deposit,  Issuer shall issue certificate(s) of deposit in
Applicant's  name  to be held by  Issuer  as  additional  Collateral  under  the
preceding paragraph. The maturity dates for the certificates of deposit shall be
as agreed by the parties or,  absent  agreement,  as determined in good faith by
Issuer in light of the nature of the  Obligations.  Interest and all other terms
shall be those then offered by Issuer for  certificates of deposit of comparable
amount and maturity.

For purposes of this Section 11, the term "Issuer"  shall  include  Compass Bank
and any Compass Bank affiliate.

12.    DOCUMENT DELIVERY. This Agreement and any documents required under it may
be transmitted by digital, electronic or other telecommunications so long as the
same are  authenticated  as to the  identity of the sender or source and whether
the information has remained complete and unaltered.

13.    COMPLIANCE WITH LAWS AND INSURANCE.  Applicant  agrees to comply with all
applicable foreign and domestic laws and regulations with respect to the Goods.

14.    POWER OF ATTORNEY.  Applicant irrevocably appoints Issuer its attorney in
fact to execute,  in the name of Applicant,  assignments,  endorsements or other
instrument or documents of any kind or description coming into the possession of
Issuer under a Credit or Instructions of Applicant,  to execute,  file, register
or record any document or instrument  and to do such other acts as Applicant may
be required to do hereunder. upon failure of Applicant to so act.

15.    EVENTS OF DEFAULT.

(a)    Each of the following is an Event of Default under this Agreement

       (i)    nonpayment when due of any of the Obligations,

       (ii)   Applicant's  failure to comply  with or perform any  provision  of
              this Agreement or any security document referred to in Section 11,

       (iii)  Applicant's repudiation of this Agreement,

       (iv)   Applicant's   death.   incompetence,    dissolution.   insolvency,
              bankruptcy, or other similar condition or proceeding,

       (v)    Any representation made by Applicant, whether in this Agreement or
              otherwise,  to induce  Issuer to issue  any  credit,  is untrue or
              incorrect in any material respect.

(b)    Upon the  occurrence  of any  Event of  Default,  all of the  Obligations
       shall, at Issuer's option and without notice or demand, mature and


                                       4
<PAGE>


       become  immediately  due and payable,  with  interest at a per annum rate
       four  percentage  points in excess  of the Prime  Rate as herein  defined
       (provided such Interest rate does not exceed the maximum rate of interest
       which may be  charged  under  applicable  law) and  Issuer may pursue any
       remedy  available  at law or in equity to secure,  collect,  enforce,  or
       satisfy the Obligations.

(c)    As to  Obligations  which  are  absolute  but not then due,  Issuer  may,
       without  demand or notice,  declare  them  immediately  due and  payable,
       provided that in the case of accelerated  Obligations to reimburse Issuer
       for  an  unmatured  draft  accepted  or a  deferred  payment  undertaking
       incurred,  Issuer  shall give  credit to  Applicant  In the amount of the
       discount it would have given if Issuer had purchased  such accepted draft
       or deferred payment undertaking from the holder.

(d)    As to Obligations  which are contingent and might not be made absolute by
       a drawing  under the Credit  within a  reasonable  period of time (not to
       exceed 90 days after the  occurrence  of an Event of Default),  Applicant
       must,   on  demand,   deliver   additional   Collateral  or  procure  the
       beneficiary's   release  of  the  Credit  by  procuring   another  bank's
       substitute letter of credit or by other means.

(e)    To the fullest extent  permitted by law, Issuer may set off and apply all
       deposits (general or special,  time or demand.  provisional or final) and
       other  credits as to which  Issuer is a debtor and  Applicant is creditor
       against all of the Obligations,  without notice and without regard to the
       place or currency of payment or to the contingent,  absolute,  or matured
       status of such credits or of the  Obligations.  To the extent that Issuer
       honors a presentation for which it remains unpaid,  Issuer may assert its
       rights of subrogation  under  applicable law, whether the honor satisfies
       all or  only  part  of tie  underlying  obligation.  Applicant  must,  on
       reasonable notice,  cooperate with Issuer in its assertion of Applicant's
       rights  against  the  beneficiary,   the  beneficiary's   rights  against
       Applicant,  and any other rights that Issuer may have by  subrogation  or
       assignment.

(f)    As to the  Collateral,  Issuer may exercise all remedies  available under
       the  Credit,  security  documents  referred  to In  Section  11, or other
       applicable  law,  and  Applicant  must   cooperate.   Issuer  may  retain
       possession of the Collateral, or take possession, in which case Applicant
       must make the Collateral available to Issuer at any reasonably convenient
       time and  place  which  Issuer  designates.  With  regard  to  Collateral
       governed by UCC Article 9 or  equivalent  secured  transactions  law, any
       sale or other  disposition  or  realization  by  issuer  shall be  deemed
       commercially reasonable, valid, and final if made or conducted after five
       (5) days prior  written  notification  and in  accordance  with the usual
       practices of commercial  bankers  liquidating  similar  collateral at the
       place the  Credit  was  issued or at the place  where the  Collateral  is
       located.  Applicant  shall remain liable to Issuer for any  deficiency of
       the net proceeds in meeting the Obligations.  Applicant further agrees to
       reimburse Issuer for all expenses  (Including  attorney fees) incurred by
       Issuer in selling or otherwise  realizing  upon or  attempting to sell or
       realize upon any item of Collateral.

16.    INDEMNITY. Applicant agrees to indemnify Compass Bank and its Affiliates,
their directors,  officers, employees,  attorneys, and agents against claims and
liabilities (and related costs,  including  reasonable  attorney's fees,  expert
witness fees,  and other dispute  resolution  expenses)  that arise out of or in
connection with this Agreement or the Credit.

17.    ARBITRATION. Issuer and Applicant agree that upon demand of either party,
whether made before or after the institution of any legal proceeding,  but prior
to the rendering of any judgment in that  proceeding,  all disputes,  claims and
controversies  between them,  arising out of or related to this Agreement or the
Credit.  (including without limitation  contract disputes and tort claims) shall
be  arbitrated  pursuant to the  Commercial  Rules of the  American  Arbitration
Association.  Any  arbitration  proceeding  held  pursuant  to this  arbitration
provision  shall be conducted in Houston,  Texas, or at any other place selected
by mutual  agreement of the  parties.  Judgment  upon any award  rendered by any
arbitrator may be entered in any court having jurisdiction.  Only one arbitrator
is required unless the claim exceeds  $1,000,000 n which case three  arbitrators
shall be appointed.  Any arbitrator must be an attorney  licensed to practice in
the state in which the hearing takes place,  and  knowledgeable  in the areas of
commercial law and letters of credit, This arbitration provision shall not limit
the right of any party during any dispute,  claim or controversy  to seek,  use,
and  employ  ancillary,  provisional  or  preliminary  rights  and/or  remedies,
judicial  or  otherwise,   for  the  purposes  of  realizing  upon,  preserving,
protecting,  or  foreclosing  upon the  Collateral.  Any  disputes,  claims,  or
controversies  concerning  the  lawfulness  or  reasonableness  of any  act,  or
exercise of any right or remedy  concerning any Collateral,  including any claim
to  rescind,   reform,  or  otherwise  modify  any  agreement  relating  to  the
Collateral,  shall also be  arbitrated;  provided.  however,  that no arbitrator
shall have the power to enjoin or restrain any act of any party.

18.    WAIVER.  TO THE EXTENT THE  PREVIOUS  SECTION DOES NOT RESTRICT A PARTY'S
ABILITY TO EMPLOY JUDICIAL REMEDIES,  ISSUER, APPLICANT.  CORRESPONDENT AND EACH
GUARANTOR VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A
JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
OTHERWISE,  BETWEEN THE PARTIES ARISING OUT OF, IN CONNECTION WITH,  RELATED TO,
OR  INCIDENTAL  TO A CREDIT,  THIS  APPLICATION  AND/OR ANY DOCUMENT  EVIDENCING
AND/OR  SECURING  A CREDIT  OR THIS  AGREEMENT.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT TO ISSUER'S  AGREEMENT TO ENTER INTO THIS AGREEMENT AND ISSUE CREDITS
HEREUNDER.

19.    LIMITATION OF INTEREST AND OTHER CHARGES.  Applicant and Issuer intend to
conform  strictly to the  applicable  usury laws now or  hereafter in force with
respect to this Agreement. To such end:

(a)    the  aggregate of all interest and other  charges  constituting  interest
       under  such  applicable  usury laws and  contracted  for,  chargeable  or
       receivable  under this Agreement shall never exceed the maximum amount of
       Interest,  nor produce a rate in excess of the maximum  contract  rate of
       interest that Issuer is authorized to charge  Applicant under  applicable
       usury laws;

(b)    if any excess interest is provided for, it shall be deemed a mistake, and
       the  excess  shall,  at the  option  of  Issuer,  either be  refunded  to
       Applicant  or  credited  on the  unpaid  principal  balance  of  Issuer's
       reimbursement  obligation,  and this  Agreement  shall  be  automatically
       reformed to permit only the  collection  of the maximum  legal  amount of
       interest, and

(c)    in  determining  the maximum amount of interest that Issuer may charge to
       Applicant,  all interest  shall be  amortized,  prorated.  allocated  and
       spread over the entire term of Applicant's  reimbursement  obligation (as
       extended, if applicable) to the full extent permitted by applicable usury
       laws. Reference herein to usury laws shall include any applicable federal
       or state usury statutes or laws from time to time in effect.

20.    GUARANTORS. If this Agreement contains the signature of a Guarantor, each
Guarantor agrees as follows:

(a)    Each  Guarantor,  jointly  and  severally,  guarantees  payment of all of
       Applicant's  Obligations  hereunder  in  accordance  with the  terms  and
       conditions hereof.

(b)    Each Guarantor agrees that such Guarantor's  guarantee of the Applicant's
       Obligations hereunder is absolute,  unconditional and continuing,  and no
       notice of the  Issuance  of any Credit  need be given to such  Guarantor.
       Such obligations shall be unconditional  irrespective of the genuineness,
       validity or  enforceability  of the  Obligations of Applicant  under this
       Agreement  or, to the fullest  extent  permitted by  applicable  law, any
       other  circumstance that might otherwise  constitute a legal or equitable
       discharge of a surety or guarantor.

(c)    Each Guarantor  waives any rights such  Guarantor may have under.  or any
       requirement  Imposed by any statute or  regulation  that would  otherwise
       require Issuer to proceed first against Applicant or Applicant's  assets.
       Should Issuer seek to enforce the obligations of any Guarantor hereunder,
       each Guarantor  hereby waives any  requirement  that issuer first enforce
       any rights and remedies against Applicant, against any other Guarantor or
       against  any  Collateral   which  may  have  been  given  to  secure  the
       Applicant's Obligations hereunder.

(d)    Each Guarantor's  obligations hereunder shall continue to be effective or
       be reinstated if at any lime any payment or deposit by or for the account
       of  Applicant  Is  rescinded  or must  otherwise  be  returned by Issuer,
       including,  without  limitation,  upon  the  Insolvency,   bankruptcy  or
       reorganization  of Applicant,  as if such payment or deposit had not been
       made.

(e)    Each  Guarantor  authorizes  Issuer and any  correspondent,  or either of
       them,  without  notice  to such  Guarantor  and  without  affecting  such
       Guarantor's  liability  hereunder,  to rearrange.  extend,  amend,  waive
       defaults in,  compromise or release the  Obligations  of  Applicant,  any
       other  Guarantor  or  any  other  person  (other  than  such  Guarantor),
       including extensions,  amendments,

                                       5
<PAGE>


       increases or reductions  in any Credit;  provided,  however,  without the
       written consent of such Guarantor, no action referred to above shall have
       the effect of increasing the amount of Guarantor's obligations hereunder.

21.    CORRESPONDENTS.  By signing this Agreement at the place provided below, a
correspondent bank  ("Correspondent")  may request that Issuer issue a Credit on
Its  behalf.  If  Issuer  complies  with  such  request  by  opening  a  Credit,
Correspondent  shall be subject to the terms of this Agreement and Correspondent
and  Applicant  shall be  jointly  and  severally  liable to  Issuer  for all of
Applicant's  Obligations  hereunder In accordance with the terms arid conditions
hereof. Without limitation on the foregoing,  Correspondent authorizes Issuer to
debit  Correspondent's  account shown below or any other accounts  Correspondent
may have with Issuer or any Compass Bank Affiliate,  for any and all amounts for
which  issuer Is or may  become  liable  under  this  Agreement  or any  Credit,
together with Issuer's  commissions,  charges and expenses hereunder.  Applicant
hereby  agrees that In the event  Correspondent  satisfies  all  obligations  to
Issuer under this Agreement, Correspondent shall have rights, remedies, security
interests and other liens as are provided herein to Issuer to the same effect.

22.    NONWAIVER.  Issuer shall have no duty to exercise any rights hereunder or
otherwise with respect to any documents or instruments  relative to a Credit and
shall not be liable for any  failure or delay in doing so.  Issuer  shall not be
deemed to have  waived  any of its rights  hereunder  unless  Issuer  shall have
signed such waiver in writing.

23.    NOTICES.  Any notice or demand to either  party  given by the other party
shall be deemed to have been delivered when deposited in the mail or transmitted
by a  telegraph,  telex or facsimile to the last address of such party which has
previously been furnished to such other party. Applicant acknowledges and agrees
that, at the discretion of Issuer, Issuer may accept and/or transmit notices and
communications  under the Application and this Agreement  (including issuance of
the Credit) by means of SWIFT, electronic mail, telex, twx, telecopy, telefax or
computer generated telecommunications.

24.    MISCELLANEOUS.

(a)    if this  Agreement Is signed by more than one party,  Applicant  shall be
       deemed to refer to all of the  undersigned,  all Obligations of Applicant
       hereunder shall be joint and several and the liabilities of each shell be
       absolute  and  unconditional,  regardless  of the  liability of any other
       party hereto.

(b)    THIS  AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH.
       THE  LAWS  OF  THE  STATE  OF  NEW  YORK.  The  provisions,  definitions,
       Interpretations,  and  practices  of the ISP or UCP, as  applicable,  are
       incorporated  by  reference  as an  aid  to the  Interpretation  of  this
       Agreement.  To the extent  permitted by applicable  law,  this  Agreement
       shell  prevail in case of conflict  with the ISP, UCP or the UCC, and the
       ISP or UCP shall  prevail in case of conflict  between the ISP or UCP and
       the UCC.

(c)    The invalidity or  unenforceability  of any provision or portion of title
       Agreement or any  instrument,  document,  or  agreement  executed or made
       pursuant to or by virtue of this Agreement, shall not affect the validity
       or enforceability of any other provision or portion.

(d)    This  Agreement  may only be amended upon the written  consent of all the
       parties hereto.

(e)    This Agreement confers no right or benefit upon any person other than the
       parties to this Agreement and their respective successors and assigns.

(f)    Applicant  agrees that In the event of any  extension  of the maturity or
       time for presentation of drafts,  acceptances or documents,  or any other
       modification of the terms of a Credit, or In the event of any increase in
       the amount of a Credit,  this  Agreement  shall be binding upon Applicant
       with regard to the Credit so increased or otherwise modified,  to drafts,
       documents and property covered thereby, and to any action taken by Issuer
       or any of Its correspondents in accordance with such extension,  increase
       or other modification.

25.    DURATION AND EFFECT OF  AGREEMENT.  This  Agreement  shall remain in full
force and effect and shell apply with respect to every standby  letter of credit
Issued by Issuer at the request of Applicant prior to receipt by either party of
notice of termination  from the other party.  Such notice of termination  may be
served by either party and shall be effective  upon actual  receipt  except that
the  provisions of this  Agreement  shall  continue to apply with respect to any
Credit  outstanding  on the date of such notice of  termination.  This Agreement
shall be binding upon Applicant,  Its personal  representatives,  successors and
assigns and shall inure to the benefit of Issuer,  its  successors  and assigns.
Issuer  may  grant  participations  in  this  Agreement  and any  Credit  issued
hereunder to one or more financial institutions.

26.    EFFECT OF OTHER AGREEMENT.  If Applicant Is a party to another  financial
agreement  with  Compass  Bank or any Compass  Sank  Affiliates,  and such other
financial  agreement  provides for the Issuance of standby  letters of credit on
behalf of Applicant,  then the  provisions  of this  Agreement as they relate to
letters of credit shell prevail over any  inconsistent  provisions of such other
financial agreement.

27.    COMPASS BANK AFFILIATES.  Applicant hereby authorizes and consents to the
issuance  of Credits  hereunder  by any  Compass  Bank  Affiliate  acting at the
direction  of Compass  Bank.  In such event,  once Compass Bank has funded draws
under any such Credit, it shall have the right, remedies, security Interests and
other liens provided herein to Issuer,  and Applicant shall be obligated to make
the payments due issuer herein as If Compass Bank had issued the Credit.

EXCEPT AS PROVIDED  FOR HEREIN,  THIS  WRITTEN  AGREEMENT  REPRESENTS  THE FINAL
AGREEMENT  BETWEEN THE PARTIES WITH RESPECT TO ITS SUBJECT MATTER ANY MAY NOT BE
CONTRADICTED  BY  EVIDENCE  OF  PRIOR,   CONTEMPORANEOUS,   OR  SUBSEQUENT  ORAL
AGREEMENTS OF THE PARTIES,  THERE ARE NO UNWRITTEN ORAL  AGREEMENTS  BETWEEN THE
PARTIES.

                                       6
<PAGE>


APPLICANT:

VIPER MOTORCYCLE COMPANY
================================================================================
Printed Name of Applicant

By: /s/ Garry Lowenthal
    ----------------------------------------------------------------------------
    Authorized Signature - Title  Garry Lowenthal CFO

By:
    ----------------------------------------------------------------------------
    Authorized Signature - Title

I/We authorize you to debit the payment and charges

Account Number:
                ----------------------------------------------------------------

ACKNOWLEDGED:

COMPASS BANK:

By: /s/ Mike Marmis
    ----------------------------------------------------------------------------
Name (Please Print):   V.P.   Relationship Manager
                     -----------------------------------------------------------

Compass Bank Affiliates:   Scottsdale P.C.S. Gainey Ranch
                         -------------------------------------------------------

Officer Name (Please Print:   Mike Marmis
                            ----------------------------------------------------

Officer Number:   414181
                ----------------------------------------------------------------

Officer's Cost Center:   4154L
                       ---------------------------------------------------------

Branch Name:   Gainey Ranch
             -------------------------------------------------------------------

Phone Number: (480) 596-2627
             -------------------------------------------------------------------

GUARANTOR:

David W. Palmlund III
--------------------------------------------------------------------------------
Name(s) & Address(es)

5323 Swiss Avenue, Dallas Tx 75216
--------------------------------------------------------------------------------

By:   /s/ David W. Palmlund III
    ----------------------------------------------------------------------------
      Authorized Signature - Title

By:
    ----------------------------------------------------------------------------
      Authorized Signature - Title




CORRESONDENT BANK:


================================================================================
Name of Correspondent Bank

By:
    ----------------------------------------------------------------------------
      Authorized Signature - Title

By:
    ----------------------------------------------------------------------------
      Authorized Signature - Title

Phone Number:
              ------------------------------------------------------------------

I/We authorize you to debit for payment and charges

Account Number:
                ----------------------------------------------------------------

                                       7