Exhibit 4.14

                         UNDERWRITER'S WARRANT AGREEMENT

          WARRANT AGREEMENT dated as of __________, 2004 between Viper
Motorcycle Company, a Minnesota corporation (the "Company"), and Lane Capital
Markets, LLC (hereinafter referred to as the "Underwriter").

                              W I T N E S S E T H:

          WHEREAS, the Company proposes to issue to the Underwriter warrants
(the "Warrants") to purchase up to 270,000 (as such number may be adjusted from
time to time pursuant to Article 8 of this Warrant Agreement) shares (the
"Shares") of common stock, no par value per share (the "Common Stock"), of the
Company, and up to 270,000 (as such number may be adjusted from time to time
pursuant to Article 8 of this Warrant Agreement) Common Stock purchase warrants
(the "Underlying Warrants"); and

          WHEREAS, the Underwriter has agreed, pursuant to the underwriting
agreement (the "Underwriting Agreement") dated _____________, 2004 between the
Underwriter and the Company, to act as the underwriter in connection with the
Company's proposed public offering (the "Public Offering") of 1,800,000 shares
of Common Stock (the "Public Shares") at an initial public offering price of
$[____] per Public Share and 1,800,000 warrants (the "Public Warrants") at an
initial public offering price of $[___] per Public Warrant; and

          WHEREAS, the Warrants issued pursuant to this Agreement are being
issued by the Company to the Underwriter or to its designees who are officers
and partners of the Underwriter or to members of the selling group participating
in the distribution of the Public Shares and Public Warrants to the public in
the Public Offering and/or their respective directors, officers or partners
(collectively, the "Designees"), in consideration for, and as part of the
Underwriter's compensation in connection with, the Underwriter acting as the
Underwriter pursuant to the Underwriting Agreement;

          NOW, THEREFORE, in consideration of the premises, the payment by the
Underwriter or its designees to the Company of TWO HUNDRED SEVENTY DOLLARS
($270.00), the agreements herein set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

          1. GRANT. The Underwriter and/or the Designees are hereby granted the
right to purchase, up to 270,000 fully-paid and non-assessable Shares at an
initial exercise price (subject to adjustment as provided in Article 6 hereof)
of $[___] per Share at any time from _____________, 2004 until 5:00 P.M., New
York time, on _________, 2008 (the "Underlying Share Warrant Term"), and up to
270,000 Underlying Warrants at an initial exercise price (subject to adjustment
as provided in Article 6 hereof) of $[___] per Underlying Warrant at any time
from _____________, 2004 until 5:00 P.M., New York time, on _________, 2007
(collectively with the "Underlying Share Warrant Term", the "Warrant Exercise
Term"). The Underlying Warrants are each exercisable to purchase one fully-paid
and non-assessable share of Common Stock at a price of $[___] per share (the
"Underlying Warrant Shares"). The


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Underlying Warrants are exercisable at any time commencing _________, 2004 (or
such earlier date as to which the Underwriter consents to the exercise of the
Public Warrants by the holders thereof) until 5:00 P.M., New York City time on
________, 2007. The Holder may purchase, upon exercise of this Warrant, either
the Shares or the Underlying Warrants or both. Except as provided in Article 13
hereof, the Shares and the Underlying Warrants are in all respects identical to
the Public Shares and Public Warrants being sold to the public pursuant to the
terms and provisions of the Underwriting Agreement.

          2. WARRANT CERTIFICATES. The warrant certificates delivered and to be
delivered pursuant to this Agreement (the "Warrant Certificates") shall be, for
the Warrants exercisable for the purchase of Underlying Shares, in the form set
forth in Exhibit A attached hereto and made a part hereof, and, for the Warrants
exercisable for the purchase of Underlying Warrants, in the form of Exhibit B
attached hereto and made a part hereof, each with such appropriate insertions,
omissions, substitutions and other variations as required or permitted by this
Agreement.

          3. EXERCISE OF WARRANT.

             3.1 CASH EXERCISE. The Warrants initially are exercisable at a
price of $[____] per Share purchased and $[____] per Underlying Warrant
purchased, payable in cash or by check to the order of the Company, or any
combination thereof, subject to adjustment as provided in Article 8 hereof. Upon
surrender of the Warrant Certificate(s) with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
hereinafter defined) for the Shares and Underlying Warrants purchased, at the
Company's principal offices in Minnesota (currently located at 5733
International Parkway, New Hope, Minnesota 55428) the registered holder of a
Warrant Certificate ("Holder" or "Holders") shall be entitled to receive a
certificate or certificates for the Shares so purchased and/or a certificate or
certificates for the Underlying Warrants so purchased. The purchase rights
represented by each Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional Shares or
fractional Underlying Warrants). In the case of the purchase of less than all
Shares or Underlying Warrants purchasable under any Warrant Certificate, the
Company shall cancel said Warrant Certificate upon the surrender thereof and
shall execute and deliver a new Warrant Certificate of like tenor for the
balance of the Shares or Underlying Warrants purchasable thereunder.

             3.2 CASHLESS EXERCISE. At any time during the Warrant Exercise
Term, the Holder may, at the Holder's option, exchange, in whole or in part, the
Warrants represented by such Holder's Warrant Certificate which are exercisable
for the purchase of Shares, into the number of Shares determined in accordance
with this Section 3.2 (a "Warrant Exchange"), by surrendering such Warrant
Certificate at the principal office of the Company or at the office of its
transfer agent, accompanied by a notice stating such Holder's intent to effect
such exchange, the number of Warrants to be so exchanged and the date on which
the Holder requests that such Warrant Exchange occur (the "Notice of Exchange").
The Warrant Exchange shall take place on the date specified in the Notice of
Exchange or, if later, the date the Notice of Exchange is received by the
Company (the "Exchange Date"). Certificates for the Shares issuable upon such
Warrant Exchange and, if applicable, a new Warrant Certificate of like tenor
representing the Warrants which were subject to the surrendered Warrant
Certificate and not included in the


                                      -2-
<PAGE>

Warrant Exchange, shall be issued as of the Exchange Date and delivered to the
Holder within three (3) days following the Exchange Date. In connection with any
Warrant Exchange, the Holder shall be entitled to subscribe for and acquire (i)
the number of Shares (rounded to the next highest integer) which would, but for
such Warrant Exchange, then be issuable pursuant to the provisions of Section
3.1 above upon the exercise of the Warrants specified by the Holder in its
Notice of Exchange (the "Total Share Number") less (ii) the number of Shares
equal to the quotient obtained by dividing (a) the product of the Total Share
Number and the existing Exercise Price per Share (as hereinafter defined) by (b)
the Market Price (as hereinafter defined) of a Public Share on the day preceding
the Warrant Exchange. "Market Price" at any date shall be deemed to be the last
reported sale price, or, in case no such reported sales takes place on such day,
the average of the last reported sale prices for the last three (3) trading
days, in either case as officially reported by the principal securities exchange
on which the Common Stock is listed or admitted to trading or as reported in the
NASDAQ National Market System, or, if the Common Stock is not listed or admitted
to trading on any national securities exchange or quoted on the NASDAQ National
Market System, the closing bid price as furnished by (i) the National
Association of Securities Dealers, Inc. through NASDAQ or (ii) the OTC Bulletin
Board or successor trading market.

          4. ISSUANCE OF CERTIFICATES.

          Upon the exercise of the Warrants, the issuance of certificates for
the Shares purchased and certificates for the Underlying Warrants purchased, and
upon the exercise of the Underlying Warrants, the issuance of certificates for
the Underlying Warrant Shares purchased, shall be made forthwith (and in any
event within three (3) business days thereafter) without charge to the Holder
thereof including, without limitation, any tax which may be payable in respect
of the issuance thereof, and such certificates shall (subject to the provisions
of Article 5 hereof) be issued in the name of, or in such names as may be
directed by, the Holder thereof; provided, however, that the Company shall not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

          The Warrant Certificates and the certificates representing the Shares
and the Underlying Warrants shall be executed on behalf of the Company by the
manual or facsimile signature of the present or any future Chairman or Vice
Chairman of the Board of Directors or Chief Executive Officer, President or Vice
President of the Company under its corporate seal reproduced thereon, attested
to by the manual or facsimile signature of the present or any future Secretary
or Assistant Secretary of the Company. Warrant Certificates and certificates
representing the Underlying Warrants shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.

          Upon exercise, in part or in whole, of the Warrants, certificates
representing the Shares and the Underlying Warrants purchased, and upon
exercise, in whole or in part, of the Underlying Warrants, certificates
representing the Underlying Warrant Shares purchased (collectively, the "Warrant
Securities"), shall bear a legend substantially similar to the following:


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<PAGE>


          "The securities represented by this certificate and the other
          securities issuable upon exercise thereof have not been registered for
          purposes of public distribution under the Securities Act of 1933, as
          amended (the "Act"), and may not be offered or sold except (i)
          pursuant to an effective registration statement under the Act, (ii) to
          the extent applicable, pursuant to Rule 144 under the Act (or any
          similar rule under such Act relating to the disposition of
          securities), or (iii) upon the delivery by the holder to the Company
          of an opinion of counsel, reasonably satisfactory to counsel to the
          Company, stating that an exemption from registration under such Act is
          available."

          5. RESTRICTION ON TRANSFER OF WARRANTS.

          The Holder of a Warrant Certificate, by the Holder's acceptance
thereof, covenants and agrees that the Warrants are being acquired as an
investment and not with a view to the distribution thereof, and that the
Warrants may not be sold, transferred, assigned, hypothecated or otherwise
disposed of, in whole or in part, for a period of one (1) year from the date
hereof [the Effective Date], except to the Underwriter or to the Designees.

          6. PRICE.

             6.1 INITIAL AND ADJUSTED EXERCISE PRICE. The initial exercise price
of each Warrant shall be $[____] per Share and $[____] per Underlying Warrant.
The adjusted exercise price per Share and the adjusted exercise price per
Underlying Warrant shall be the prices which shall result from time to time from
any and all adjustments of the initial exercise price per Share or per
Underlying Warrant, as the case may be, in accordance with the provisions of
Article 8 hereof.

             6.2 EXERCISE PRICE. The term "Exercise Price" herein shall mean the
initial exercise price or the adjusted exercise price, depending upon the
context.

          7. REGISTRATION RIGHTS.

             7.1 REGISTRATION UNDER THE SECURITIES ACT OF 1933. None of the
Warrants, the Shares, the Underlying Warrants, or the Underlying Warrant Shares
have been registered for purposes of public distribution under the Securities
Act of 1933, as amended (the "Act").

             7.2 REGISTRABLE SECURITIES. As used herein the term "Registrable
Security" means each of the Warrants, the Shares, the Underlying Warrants, the
Underlying Warrant Shares and any shares of Common Stock issued upon any stock
split or stock dividend in respect of such Shares or Underlying Warrant Shares;
provided, however, that with respect to any particular Registrable Security,
such security shall cease to be a Registrable Security when,


                                      -4-
<PAGE>

as of the date of determination, (i) it has been effectively registered under
the Act and disposed of pursuant thereto, (ii) registration under the Act is no
longer required for subsequent public distribution of such security, or (iii) it
has ceased to be outstanding. The term "Registrable Securities" means any and/or
all of the securities falling within the foregoing definition of a "Registrable
Security." In the event of any merger, reorganization, consolidation,
recapitalization or other change in corporate structure affecting the Common
Stock, such adjustment shall be made in the definition of "Registrable Security"
as is appropriate in order to prevent any dilution or enlargement of the rights
granted pursuant to this Article 7.

             7.3 PIGGYBACK REGISTRATION. If, following the effective date of the
Public Offering, the Company proposes to prepare and file one or more
post-effective amendments to the registration statement filed in connection with
the Public Offering or any new registration statement or post-effective
amendments thereto covering equity or debt securities of the Company, or any
such securities of the Company held by its shareholders (in any such case, other
than in connection with a merger, acquisition or pursuant to Form S-8 or
successor form) (for purposes of this Article 7, collectively, the "Registration
Statement"), it will give written notice of its intention to do so by registered
mail ("Notice"), at least thirty (30) business days prior to the filing of each
such Registration Statement, to all holders of the Registrable Securities. Upon
the written request of such a holder (a "Requesting Holder"), made within twenty
(20) business days after receipt of the Notice, that the Company include any of
the Requesting Holder's Registrable Securities in the proposed Registration
Statement, the Company shall, as to each such Requesting Holder, use its best
efforts to effect the registration under the Act of the Registrable Securities
which it has been so requested to register ("Piggyback Registration"), at the
Company's sole cost and expense and at no cost or expense to the Requesting
Holders (except as provided in Section 7.5(b) hereof).

          Notwithstanding the provisions of this Section 7.3, the Company shall
have the right at any time after it shall have given written notice pursuant to
this Section 7.3 (irrespective of whether any written request for inclusion of
Registrable Securities shall have already been made) to elect not to file any
such proposed Registration Statement, or to withdraw the same after the filing
but prior to the effective date thereof.

             7.4 DEMAND REGISTRATION.

                 (a) At any time during the Warrant Exercise Term, any "Majority
Holder" (as such term is defined in Section 7.4(c) below) of the Registrable
Securities shall have the right (which right is in addition to the piggyback
registration rights provided for under Section 7.3 hereof), exercisable by
written notice to the Company (the "Demand Registration Request"), to have the
Company prepare and file with the Securities and Exchange Commission (the
"Commission") on an unlimited number of occasions, at the sole expense of the
Company (except as provided in Section 7.5(b) hereof), a Registration Statement
and such other documents, including a prospectus, as may be necessary (in the
opinion of both counsel for the Company and counsel for such Majority Holder) in
order to comply with the provisions of the Act, so as to permit a public
offering and sale of the Registrable Securities by the holders thereof. The
Company shall use its best efforts to cause the Registration Statement to become
effective under the Act, so as to permit a public offering and sale of the
Registrable Securities by the holders thereof. Once effective, the Company will
use its best efforts to maintain the

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<PAGE>

effectiveness of the Registration Statement until the earlier of (i) the date
that all of the Registrable Securities have been sold or (ii) the date the
holders thereof receive an opinion of counsel to the Company that all of the
Registrable Securities may be freely traded without registration under the Act,
under Rule 144(k) promulgated under the Act or otherwise.

                 (b) The Company covenants and agrees to give written notice of
any Demand Registration Request to all holders of the Registrable Securities
within ten (10) business days from the date of the Company's receipt of any such
Demand Registration Request. After receiving notice from the Company as provided
in this Section 7.4(b), holders of Registrable Securities may request the
Company to include their Registrable Securities in the Registration Statement to
be filed pursuant to Section 7.4(a) hereof by notifying the Company of their
decision to have such securities included within ten (10) days of their receipt
of the Company's notice.

                 (c) The term "Majority Holder" as used in Section 7.4 hereof
shall mean any holder or any combination of holders of Registrable Securities,
if included in such holders' Registrable Securities are that aggregate number of
shares of Common Stock (including Shares already issued, Shares issuable
pursuant to the exercise of outstanding Warrants, Underlying Warrant Shares
already issued and Underlying Warrant Shares issuable pursuant to the exercise
of outstanding Underlying Warrants) as would constitute a majority of the
aggregate number of shares of Common Stock (including Shares already issued,
Shares issuable pursuant to the exercise of outstanding Warrants, Underlying
Warrant Shares already issued and Underlying Warrant Shares issuable pursuant to
the exercise of outstanding Underlying Warrants) included in all the Registrable
Securities.

             7.5 COVENANTS OF THE COMPANY WITH RESPECT TO REGISTRATION. The
Company covenants and agrees as follows:

                 (a) In connection with any registration under Section 7.4
hereof, the Company shall file the Registration Statement as expeditiously as
possible, but in any event no later than twenty (20) days following receipt of
any demand therefor, shall use its best efforts to have any such Registration
Statement declared effective at the earliest possible time, and shall furnish
each holder of Registrable Securities such number of prospectuses as shall
reasonably be requested.

                 (b) The Company shall pay all costs, fees and expenses (other
than underwriting fees, discounts and nonaccountable expense allowance
applicable to the Registrable Securities and fees and expenses of counsel
retained by the holders of Registrable Securities) in connection with all
Registration Statements filed pursuant to Sections 7.3 and 7.4(a) hereof
including, without limitation, the Company's legal and accounting fees, printing
expenses, and blue sky fees and expenses.

                 (c) The Company will take all necessary action which may be
required in qualifying or registering the Registrable Securities included in the
Registration Statement, for offering and sale under the securities or blue sky
laws of such states as are reasonably requested by the holders of such
securities.


                                      -6-
<PAGE>

                 (d) The Company shall indemnify any holder of the Registrable
Securities to be sold pursuant to any Registration Statement and any underwriter
or person deemed to be an underwriter under the Act and each person, if any, who
controls such holder or underwriter or person deemed to be an underwriter within
the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange
Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage,
expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which any
of them may become subject under the Act, the Exchange Act or otherwise, arising
from such registration statement to the same extent and with the same effect as
the provisions pursuant to which the Company has agreed to indemnify the
Underwriter as set forth in Section 7 of the Underwriting Agreement and to
provide for just and equitable contribution as set forth in Section 8 of the
Underwriting Agreement.

                 (e) Any holder of Registrable Securities to be sold pursuant to
a registration statement, and such Holder's successors and assigns, shall
severally, and not jointly, indemnify, the Company, its officers and directors
and each person, if any, who controls the Company within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim,
damage or expense or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to which
they may become subject under the Act, the Exchange Act or otherwise, arising
from information furnished by or on behalf of such holder, or such Holder's
successors or assigns, for specific inclusion in such Registration Statement to
the same extent and with the same effect as the provisions pursuant to which the
Underwriter has agreed to indemnify the Company as set forth in Section 7 of the
Underwriting Agreement and to provide for just and equitable contribution as set
forth in Section 8 of the Underwriting Agreement.

                 (f) Nothing contained in this Agreement shall be construed as
requiring any holder to exercise the Warrants or the Underlying Warrants held by
such Holder prior to the initial filing of any registration statement or the
effectiveness thereof.

                 (g) If the Company shall fail to comply with the provisions of
this Article 7, the Company shall, in addition to any other equitable or other
relief available to the holders of Registrable Securities, be liable for any or
all incidental, special and consequential damages sustained by the holders of
Registrable Securities, requesting registration of their Registrable Securities.

                 (h) The Company shall not permit the inclusion of any
securities other than the Registrable Securities to be included in any
Registration Statement filed pursuant to Section 7.4 hereof, without the prior
written consent of the Majority Holders, which consent shall not be unreasonably
withheld.

                 (i) The Company shall promptly deliver copies of all
correspondence between the Commission and the Company, its counsel or auditors
and all memoranda relating to discussions with the Commission or its staff with
respect to the Registration Statement to each holder of Registrable Securities
included for such registration in such Registration Statement pursuant to
Section 7.3 hereof or Section 7.4 hereof requesting such correspondence and
memoranda and to the managing underwriter, if any, of the offering in


                                      -7-
<PAGE>

connection with which such Holder's Registrable Securities are being registered
and shall permit each holder of Registrable Securities and such underwriter to
do such reasonable investigation, upon reasonable advance notice, with respect
to information contained in or omitted from the Registration Statement as it
deems reasonably necessary to comply with applicable securities laws or rules of
the National Association of Securities Dealers, Inc. Such investigation shall
include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as any such holder
of Registrable Securities or underwriter shall reasonably request.

          8. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF SECURITIES. The
following adjustments apply to the Exercise Price of the Warrants with respect
to the Shares and the number of Shares purchasable upon exercise of the
Warrants. In the event the Exercise Price per Share and/or the number of Shares
so purchasable is adjusted, then the Exercise Price of the Warrants relating to
the Underlying Warrants and the number of Underlying Warrants purchasable
hereunder shall be adjusted in the same proportion.

             8.1 COMPUTATION OF ADJUSTED PRICE. In case the Company shall at any
time after the date hereof pay a dividend in shares of Common Stock or make a
distribution in shares of Common Stock, then upon such dividend or distribution
the Exercise Price in effect immediately prior to such dividend or distribution
shall forthwith be reduced to a price determined by dividing:

                 (a) an amount equal to the total number of shares of Common
Stock outstanding immediately prior to such dividend or distribution multiplied
by the Exercise Price in effect immediately prior to such dividend or
distribution, by

                 (b) the total number of shares of Common Stock outstanding
immediately after such issuance or sale.

                 For the purposes of any computation to be made in accordance
with the provisions of this Section 8.1, the Common Stock issuable by way of
dividend or other distribution on any stock of the Company shall be deemed to
have been issued immediately after the opening of business on the date following
the date fixed for the determination of stockholders entitled to receive such
dividend or other distribution.

             8.2 SUBDIVISION AND COMBINATION. In case the Company shall at any
time subdivide or combine the outstanding shares of Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.

             8.3 ADJUSTMENT IN NUMBER OF SECURITIES. Upon each adjustment of the
Exercise Price pursuant to the provisions of this Article 8, the number of
Shares issuable upon the exercise of each Warrant shall be adjusted to the
nearest full number by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Shares issuable
upon exercise of the Warrants immediately prior to such adjustment and dividing
the product so obtained by the adjusted Exercise Price, provided, however, that
if an


                                      -8-
<PAGE>

event occurs that results in an adjustment of the number and/or price of the
shares of Common Stock issuable upon exercise of the Public Warrants pursuant to
Section 9 of the Warrant Agreement by and among the Company, the Underwriter and
Continental Stock Transfer & Trust Company dated as of ___________, 2004
("Public Warrant Agreement"), resulting in automatic adjustment in the number
and/or price of the Underlying Warrant Shares issuable upon exercise of the
Underlying Warrants pursuant to Section 8.5 hereof, then the adjustment provided
for in this Section 8.3 shall not, in such instance, result in any further
adjustment in the aggregate number of shares of Common Stock ultimately issuable
upon exercise of the Underlying Warrants.

             8.4 RECLASSIFICATION, CONSOLIDATION, MERGER, ETC. In case of any
reclassification or change of the outstanding shares of Common Stock (other than
a change in par value to no par value, or from no par value to par value, or as
a result of a subdivision or combination), or in the case of any consolidation
of the Company with, or merger of the Company into, another corporation (other
than a consolidation or merger in which the Company is the surviving corporation
and which does not result in any reclassification or change of the outstanding
shares of Common Stock, except a change as a result of a subdivision or
combination of such shares or a change in par value, as aforesaid), or in the
case of a sale or conveyance to another corporation of all or substantially all
of the assets of the Company, the Holders shall thereafter have the right to
purchase the kind and number of shares of stock and other securities and
property receivable upon such reclassification, change, consolidation, merger,
sale or conveyance as if the Holders were the owners of both the Shares and the
Underlying Warrant Shares immediately prior to any such events, at a price equal
to the product of (x) the number of shares of Common Stock issuable upon
exercise of the Holders' Warrants and the Underlying Warrants and (y) the
exercise prices for the Warrants and the Underlying Warrants in effect
immediately prior to the record date for such reclassification, change,
consolidation, merger, sale or conveyance as if such Holders had exercised the
Warrants and the Underlying Warrants.

             8.5 DETERMINATION OF OUTSTANDING COMMON SHARES. The number of
Common Shares at any one time outstanding shall include the aggregate number of
shares issued and the aggregate number of shares issuable upon the exercise of
options, rights, warrants and upon the conversion or exchange of convertible or
exchangeable securities.

             8.6 ADJUSTMENT OF UNDERLYING WARRANTS' EXERCISE PRICE AND
SECURITIES ISSUABLE UPON EXERCISE OF UNDERLYING WARRANTS. With respect to any of
the Underlying Warrants, whether or not the Warrants have been exercised and
whether or not the Warrants are issued and outstanding, the exercise price for,
and the number of, Underlying Warrant Shares issuable upon exercise of the
Underlying Warrants shall be automatically adjusted in accordance with Section 9
of the Public Warrant Agreement, upon the occurrence of any of the events
described therein. Thereafter, until the next such adjustment or until otherwise
adjusted in accordance with this Section 8, the Underlying Warrants shall be
exercisable at such adjusted exercise price and for such adjusted number of
Underlying Warrant Shares.

             8.7 DIVIDENDS AND OTHER DISTRIBUTIONS WITH RESPECT TO OUTSTANDING
SECURITIES. In the event that the Company shall at any time prior to the
exercise of all Warrants make any distribution of its assets to holders of its
Common Stock as a liquidating or a partial liquidating dividend, then the holder
of Warrants who exercises its Warrants after the record date for the
determination of those holders of Common Stock entitled to such distribution of
assets as a liquidating or partial


                                      -9-
<PAGE>

liquidating dividend shall be entitled to receive for the Warrant Price per
Warrant, in addition to each share of Common Stock, the amount of such
distribution (or, at the option of the Company, a sum equal to the value of any
such assets at the time of such distribution as determined by the Board of
Directors of the Company in good faith) which would have been payable to such
holder had he been the holder of record of the Common Stock receivable upon
exercise of his Warrant on the record date for the determination of those
entitled to such distribution. At the time of any such dividend or distribution,
the Company shall make appropriate reserves to ensure the timely performance of
the provisions of this Subsection 8.7.

             8.8 SUBSCRIPTION RIGHTS FOR SHARES OF COMMON STOCK OR OTHER
SECURITIES. In the case that the Company or an affiliate of the Company shall at
any time after the date hereof and prior to the exercise of all the Warrants
issue any rights, warrants or options to subscribe for shares of Common Stock or
any other securities of the Company or of such affiliate to all the shareholders
of the Company, the Holders of unexercised Warrants on the record date set by
the Company or such affiliate in connection with such issuance of rights,
warrants or options shall be entitled, in addition to the shares of Common Stock
or other securities receivable upon the exercise of the Warrants, to receive
such rights, warrants or options that such Holders would have been entitled to
receive had they been, on such record date, the holders of record of the number
of whole shares of Common Stock then issuable upon exercise of their outstanding
Warrants (assuming for purposes of this Section 8.8, that the exercise of the
Warrants is permissible immediately upon issuance).

          9. EXCHANGE AND REPLACEMENT OF WARRANT CERTIFICATES.

          Each Warrant Certificate is exchangeable without expense, upon the
surrender thereof by the registered Holder at the principal executive office of
the Company, for a new Warrant Certificate of like tenor and date representing
in the aggregate the right to purchase the same number of securities in such
denominations as shall be designated by the Holder thereof at the time of such
surrender.

          Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of any Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrant
Certificate, if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor, in lieu thereof.

          10. ELIMINATION OF FRACTIONAL INTERESTS.

          The Company shall not be required to issue certificates representing
fractions of Shares or fractions of Underlying Warrants upon the exercise of the
Warrants, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of Shares and Underlying Warrants.


                                      -10-
<PAGE>


          11. RESERVATION AND LISTING OF SECURITIES.

          The Company shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance upon the
exercise of the Warrants and the Underlying Warrants, such number of shares of
Common Stock as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all Shares issuable upon such exercise shall be duly
and validly issued, fully paid, non-assessable and not subject to the preemptive
rights of any shareholder. The Company further covenants and agrees that upon
exercise of the Underlying Warrants and payment of the respective Underlying
Warrant exercise price therefor, all Underlying Warrant Shares issuable upon
such exercise shall be duly and validly issued, fully paid, non-assessable and
not subject to the preemptive rights of any shareholder. As long as the Warrants
shall be outstanding, the Company shall use its best efforts to cause all shares
of Common Stock issuable upon the exercise of the Warrants and the Underlying
Warrants and all Underlying Warrants to be listed on all national securities
exchanges or, if applicable, on the NASDAQ National Market, NASDAQ SmallCap
Market, OTC Bulletin Board or any successor trading market on which the Common
Stock or Public Warrants may be listed and/or quoted.

          12. NOTICES TO WARRANT HOLDERS.

          Nothing contained in this Agreement shall be construed as conferring
upon the Holder or Holders the right to vote or to consent or to receive notice
as a shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration of
the Warrants and their exercise, any of the following events shall occur:

                 (a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a dividend
or distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise than out of current or retained earnings, as
indicated by the accounting treatment of such dividend or distribution on the
books of the Company; or

                 (b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor; or

                 (c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all or
substantially all of its property, assets and business as an entirety shall be
proposed; or

                 (d) reclassification or change of the outstanding shares of
Common Stock (other than a change in par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination),
consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding shares of Common Stock, except a change as a result of
a subdivision or combination of such shares or a change in par value, as
aforesaid), or a sale or conveyance to another corporation of the property of
the Company as an entirety is proposed; or


                                      -11-
<PAGE>


                 (e) The Company or an affiliate of the Company shall propose to
issue any rights to subscribe for shares of Common Stock or any other securities
of the Company or of such affiliate to all the shareholders of the Company;

                 then, in any one or more of said events, the Company shall give
written notice to the Holder or Holders of such event at least fifteen (15) days
prior to the date fixed as a record date or the date of closing the transfer
books for the determination of the shareholders entitled to such dividend,
distribution, convertible or exchangeable securities or subscription rights,
options or warrants, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record date or
the date of closing the transfer books, as the case may be. Failure to give such
notice or any defect therein shall not affect the validity of any action taken
in connection with the declaration or payment of any such dividend or
distribution, or the issuance of any convertible or exchangeable securities or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.

          13. UNDERLYING WARRANTS.

          The form of the certificates representing the Underlying Warrants (and
the form of election to purchase shares of Common Stock upon the exercise of the
Underlying Warrants and the form of assignment printed on the reverse thereof)
shall be substantially as set forth in Exhibit "A" to the Public Warrant
Agreement; provided, however, each Underlying Warrant issuable upon exercise of
the Warrants shall evidence the right to initially purchase one fully paid and
non-assessable share of Common Stock in respect of the Underlying Warrant at an
initial purchase price of $[____] per share at any time commencing _________,
2004 (or such earlier date as to which the Underwriter consents to the exercise
of the Public Warrants by the holders thereof) until __________, 2007. As set
forth in Section 8.5 of this Agreement, the exercise price of the Underlying
Warrants and the number of shares of Common Stock issuable upon the exercise of
the Underlying Warrants are subject to adjustment, whether or not the Warrants
have been exercised and the Underlying Warrants have been issued, in the manner
and upon the occurrence of the events set forth in Section 9 of the Public
Warrant Agreement, which is hereby incorporated herein by reference and made a
part hereof as if set forth in its entirety herein. Subject to the provisions of
this Agreement and upon issuance of the Underlying Warrants, each registered
holder of such Underlying Warrants shall have the right to purchase from the
Company (and the Company shall issue to such registered holders) up to the
number of fully paid and non-assessable Underlying Warrant Shares (subject to
adjustment as provided herein and in the Public Warrant Agreement), free and
clear of all preemptive rights of shareholders, provided that such registered
holder complies, in connection with the exercise of such holders' Underlying
Warrants, with the terms governing exercise of the Public Warrants set forth in
the Public Warrant Agreement, and pays the applicable exercise price, determined
in accordance with the terms of the Public Warrant Agreement. Upon exercise of
the Underlying Warrants, the Company shall forthwith issue to the registered
holder of any such Underlying Warrants, in such holder's name or in such name as
may be directed by such holder, certificates for the number of Underlying
Warrant Shares so purchased. The Underlying Warrants shall be transferable in
the manner provided in the Public Warrant Agreement, and upon any such transfer,
a new Underlying Warrant shall be issued promptly to the transferee. The Company
covenants to, and agrees with, each Holder that without the prior written
consent of all the


                                      -12-
<PAGE>

Holders, the Public Warrant Agreement will not be modified, amended, cancelled,
altered or superseded, and that the Company will send to each Holder,
irrespective of whether or not the Warrants have been exercised, any and all
notices required by the Public Warrant Agreement to be sent to holders of the
Public Warrants.

          14. NOTICES.

          All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or mailed by registered or certified mail, return receipt requested:

                 (a) If to a registered Holder of the Warrants, to the address
of such Holder as shown on the books of the Company; or

                 (b) If to the Company, to the address set forth in Section 3 of
this Agreement or to such other address as the Company may designate by notice
to the Holders.

          15. SUPPLEMENTS AND AMENDMENTS.

          The Company and the Underwriter may from time to time supplement or
amend this Agreement without the approval of any Holders of the Warrants and/or
Warrant Securities in order to cure any ambiguity, to correct or supplement any
provision contained herein which may be defective or inconsistent with any
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Underwriter may deem
necessary or desirable and which the Company and the Underwriter deem not to
adversely affect the interests of the Holders of Warrant Certificates.

          16. SUCCESSORS.

          All the covenants and provisions of this Agreement by or for the
benefit of the Company and the Holders inure to the benefit of their respective
successors and assigns hereunder.

          17. TERMINATION.

          This Agreement shall terminate at the close of business on _________,
[_____]. Notwithstanding the foregoing, this Agreement will terminate on any
earlier date when all Warrants and Underlying Warrants have been exercised and
all Warrant Securities have been resold to the public; provided, however, that
the provisions of Section 7 shall survive any termination pursuant to this
Section 17 until the close of business on __________, [_____].

          18. GOVERNING LAW.

          This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of New York and for all
purposes shall be construed in accordance with the laws of said State.


                                      -13-
<PAGE>


          19. BENEFITS OF THIS AGREEMENT.

          Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company and the Underwriter and any other registered
holder or holders of the Warrant Certificates or Warrant Securities any legal or
equitable right, remedy or claim under this Agreement; and this Agreement shall
be for the sole and exclusive benefit of the Company and the Underwriter and any
other holder or holders of the Warrant Certificates or Warrant Securities.

          20. COUNTERPARTS.

          This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
such counterparts shall together constitute but one and the same instrument.


                                      -14-
<PAGE>


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

                                          VIPER MOTORCYCLE COMPANY



                                          By:________________________________
                                                   Name:
                                                   Title:


                                          LANE CAPITAL MARKETS, LLC

                                          By:________________________________
                                                   Name:
                                                   Title:




                                      -15-
<PAGE>


                                    EXHIBIT A

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                     5:00 P.M., NEW YORK TIME, _______, 2008

             No. W-                                 _______ Warrants

                               WARRANT CERTIFICATE

                  This Warrant Certificate certifies that ________
_____________________________ or registered assigns, is the registered holder of
__________ Warrants to purchase, at any time from _______, 2004 until 5:00 P.M.
New York City time on _______, 2008 ("Expiration Date"), up to _______
fully-paid and non-assessable shares (the "Shares") of the common stock, no par
value per share (the "Common Stock"), of Viper Motorcycle Company, a Minnesota
corporation (the "Company"), at an initial exercise price, subject to adjustment
in certain events (the "Exercise Price"), of $____ per Share, upon surrender of
this Warrant Certificate and payment of the Exercise Price at an office or
agency of the Company, but subject to the conditions set forth herein and in the
warrant agreement dated as of _______, 2004 between the Company and Lane Capital
Markets, LLC (the "Warrant Agreement"). Payment of the Exercise Price may be
made in cash, or by certified or official bank check in New York Clearing House
funds payable to the order of the Company, or any combination thereof.

                  No Warrant may be exercised after 5:00 P.M., New York City
time, on the Expiration Date, at which time all Warrants evidenced hereby,
unless exercised prior thereto, shall thereafter be void.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to in a description of the rights,
limitation of rights, obligations, duties and immunities thereunder


                                      -16-
<PAGE>

of the Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants.

                  The Warrant Agreement provides that upon the occurrence of
certain events, the Exercise Price and the type and/or number of the Company's
securities issuable thereupon may, subject to certain conditions, be adjusted.
In such event, the Company will, at the request of the holder, issue a new
Warrant Certificate evidencing the adjustment in the Exercise Price and the
number and/or type of securities issuable upon the exercise of the Warrants;
provided, however, that the failure of the Company to issue such new Warrant
Certificates shall not in any way change, alter, or otherwise impair, the rights
of the holder as set forth in the Warrant Agreement.

                  Upon due presentment for registration of transfer of this
Warrant Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax, or
other governmental charge imposed in connection therewith.

                  Upon the exercise of less than all of the Warrants evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.

                  The Company may deem and treat the registered holder(s) hereof
as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.

                  All terms used in this Warrant Certificate which are defined
in the Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.

                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated:  _______, 200__                               VIPER MOTORCYCLE COMPANY

[SEAL]                                                By:_______________________
                                                           Name:
                                                           Title:


                                      -17-
<PAGE>


                         [FORM OF ELECTION TO PURCHASE]



                 The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase _________ Shares of
Common Stock and herewith tenders in payment for such securities, cash or a
certified or official bank check payable in New York Clearing House Funds to the
order of Viper Motorcycle Company in the amount of $__________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such securities be registered in the name of
_______________________________, whose address is __________________________,
and that such Certificate be delivered to ____________________________________,
whose address is _____________________________.



Dated:                                  Signature:



                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)



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



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


                                        (Insert Social Security or Other
                                        Identifying Number of Holder)



                                      -18-
<PAGE>


                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder

                  desires to transfer the Warrant Certificate.)



                 FOR VALUE RECEIVED __________________________________________
hereby sells, assigns and transfers unto

________________________________________________________________________________

(Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________, Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.

Dated:                                  Signature:____________________________


                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)
                                        ____________________________________

                                        (Insert Social Security or Other
                                        Identifying Number of Assignee)


                                      -19-
<PAGE>

                                    EXHIBIT B

THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.

THE TRANSFER OR EXCHANGE OF THE WARRANTS REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED IN ACCORDANCE WITH THE WARRANT AGREEMENT REFERRED TO HEREIN.

                            EXERCISABLE ON OR BEFORE

                     5:00 P.M., NEW YORK TIME, _______, 2004

                     No. W-                   _________ Warrants

                               WARRANT CERTIFICATE

                  This Warrant Certificate certifies that _____________
____________________, or registered assigns, is the registered holder of
___________________________ (_______) Warrants to purchase, at any time from
_______, 2004 until 5:00 P.M. New York City time on _______, 2007 ("Expiration
Date"), an aggregate of up to ___________________________ (_______) common stock
purchase warrants, each common stock purchase warrant entitling the holder
thereof to purchase one share of common stock, no par value per share
(collectively, the "Underlying Warrants"), of Viper Motorcycle Company, a
Minnesota corporation (the "Company"), at an initial exercise price, subject to
adjustment in certain events (the "Exercise Price"), of [$____] per Underlying
Warrant, upon surrender of this Warrant Certificate and payment of the Exercise
Price at an office or agency of the Company, but subject to the conditions set
forth herein and in the warrant agreement dated as of _______, 2004 between the
Company and Lane Capital Markets, LLC ("Lane") (the "Warrant Agreement").
Payment of the Exercise Price may be made in cash, or by certified or official
bank check in New York Clearing House funds payable to the order of the Company,
or any combination thereof.

                  The Underlying Warrants issuable upon exercise of the Warrants
will be exercisable at any time from _______, 2004 (or such earlier date as to
which Lane consents to the exercise of the Public Warrants (as defined in the
Warrant Agreement) by the holders thereof) until 5:00 P.M. Eastern Time _______,
2007 each Underlying Warrant entitling the holder thereof to purchase one
fully-paid and non-assessable share of common stock of the Company, at an
initial exercise price, subject to adjustment in certain events, of $[_____] per
share. The Underlying Warrants are issuable pursuant to the terms and provisions
of a certain


                                      -20-
<PAGE>

agreement dated as of _______, 2004 by and among the Company, Lane
and Continental Stock Transfer & Trust Company (the "Public Warrant Agreement").
The Public Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to (except as otherwise provided
in the Warrant Agreement) for a description of the rights, limitations of
rights, manner of exercise, anti-dilution provisions and other provisions with
respect to the Underlying Warrants.

                  No Warrant may be exercised after 5:00 P.M., New York City
time, on the Expiration Date, at which time all Warrants evidenced hereby,
unless exercised prior thereto, shall thereafter be void.

                  The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants issued pursuant to the Warrant Agreement,
which Warrant Agreement is hereby incorporated by reference in and made a part
of this instrument and is hereby referred to in a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "holders" or "holder" meaning the registered
holders or registered holder) of the Warrants.

                  The Warrant Agreement provides that, upon the occurrence of
certain events, the Exercise Price and the type and/or number of the Company's
securities issuable thereupon may, subject to certain conditions, be adjusted.
In such event, the Company will, at the request of the holder, issue a new
Warrant Certificate evidencing the adjustment in the Exercise Price and the
number and/or type of securities issuable upon the exercise of the Warrants;
provided, however, that the failure of the Company to issue such new Warrant
Certificates shall not in any way change, alter, or otherwise impair the rights
of the holder as set forth in the Warrant Agreement.

                  Upon due presentment for registration of transfer of this
Warrant Certificate at an office or agency of the Company, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax or
other governmental charge imposed in connection therewith.

                  Upon the exercise of less than all of the Warrants evidenced
by this Certificate, the Company shall forthwith issue to the holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.

                  The Company may deem and treat the registered holder(s) hereof
as the absolute owner(s) of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone), for the purpose
of any exercise hereof, and of any distribution to the holder(s) hereof, and for
all other purposes, and the Company shall not be affected by any notice to the
contrary.

                  All terms used in this Warrant Certificate which are defined
in the Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.



                                      -21-
<PAGE>


                  IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be duly executed under its corporate seal.

Dated:  _______, 200__                     VIPER MOTORCYCLE COMPANY
[SEAL]                                     By:__________________________
                                                    Name:
                                                    Title:



                                      -22-
<PAGE>


                         [FORM OF ELECTION TO PURCHASE]

                 The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to purchase _________ Underlying
Warrants and herewith tenders, in payment for such securities, cash or a
certified or official bank check payable in New York Clearing House Funds to the
order of Viper Motorcycle Company in the amount of $ , all in accordance with
the terms hereof. The undersigned requests that a certificate for such
securities be registered in the name of ___________________________, whose
address is _____________________, and that such Certificate be delivered to
______________________, whose address is ---------------------.

Dated:                                  Signature:



                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)

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



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


                                        (Insert Social Security or Other
                                        Identifying Number of Holder)


                                      -23-
<PAGE>

                              [FORM OF ASSIGNMENT]

             (To be executed by the registered holder if such holder

                  desires to transfer the Warrant Certificate.)



               FOR VALUE RECEIVED

__________________________________________ hereby sells, assigns and transfers
unto

______________________________________________________________________________

(Please print name and address of transferee)

this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint _______________, Attorney, to
transfer the within Warrant Certificate on the books of the within-named
Company, with full power of substitution.



                                        Dated: Signature:

                                        (Signature must conform in all respects
                                        to name of holder as specified on the
                                        face of the Warrant Certificate.)

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



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


                                        (Insert Social Security or Other
                                        Identifying Number of Holder)

                                      -24-