Exhibit 4.1


                            VIPER MOTORCYCLE COMPANY

                             a Minnesota corporation

                                       and

                   Continental Stock Transfer & Trust Company

                                  Warrant Agent

                                       and

                            Lane Capital Markets, LLC

                                   Underwriter

                                WARRANT AGREEMENT

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                                TABLE OF CONTENTS

SECTION                                                                     PAGE

1        Appointment of Warrant Agent..........................................1

2        Form of Warrant.......................................................2

3        Countersignature and Registration.....................................3

4        Transfers and Exchanges ..............................................3

5        Exercise of Warrants; Payment of Warrant Solicitation Fee ............4

6        Payment of Taxes .....................................................8

7        Mutilated or Missing Warrants ........................................9

8        Reservation of Common Stock ..........................................9

9        Warrant Price; Adjustments ..........................................11

10       Fractional Interest .................................................18

11       Notices to Warrantholders ...........................................18

12       Disposition of Proceeds on Exercise of Warrants .....................20

13       Redemption of Warrants ..............................................21

14       Merger or Consolidation or Change of Name of Warrant Agent ..........21

15       Duties of Warrant Agent .............................................22

16       Change of Warrant Agent .............................................26

17       Identity of Transfer Agent ..........................................27

18       Notices .............................................................27

19       Supplements and Amendments ..........................................29

20       New York Contract ...................................................29

21       Benefits of this Agreement ..........................................30

22       Successors ..........................................................30

Exhibit A - Form of Warrant ....................................................

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                  WARRANT AGENT AGREEMENT dated as of ____________, 2004, by and
among Viper Motorcycle Company, a Minnesota corporation (the "Company"), Lane
Capital Markets, LLC (the "Underwriter") and Continental Stock Transfer & Trust
Company, as warrant agent (hereinafter called the "Warrant Agent").

                  WHEREAS, the Company proposes to issue and sell to the public
up to 2,070,000 shares of the common stock of the Company, no par value per
share (the "Common Stock"), and up to 2,070,000 Common Stock purchase warrants
(the "Warrants");

                  WHEREAS, each Warrant will entitle the holder to purchase one
share of Common Stock;

                  WHEREAS, the Company desires the Warrant Agent to act on
behalf of the Company, and the Warrant Agent is willing to so act, in connection
with the issuance, registration, transfer, exchange and exercise of the
Warrants;

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

                  Section 1.  APPOINTMENT OF WARRANT AGENT. The Company hereby
appoints the Warrant Agent to act as Warrant Agent for the Company in accordance
with the instructions hereinafter set forth in this Agreement, and the Warrant
Agent hereby accepts such appointment.

                  Section 2.  FORM OF WARRANT. The text of the Warrants and of
the form of election to purchase Common Stock to be printed on the reverse
thereof shall be substantially as set forth in Exhibit A attached hereto. Each
Warrant shall entitle the registered holder thereof to purchase one share of
Common Stock at a purchase price of [_____] ($[___]), at any time from
___________, 2004 (or such earlier date as to which the Underwriter consents)
until 5:00 p.m. Eastern time, on __________, 2007 (the "Warrant Exercise
Period"). The warrant price and the number of shares of Common Stock issuable
upon exercise of the Warrants are subject to adjustment upon the occurrence of
certain events, all as hereinafter provided. The Warrants shall be executed on
behalf of the Company by the manual or facsimile signature of the present or any
future Chief Executive Officer, President or Vice President of the Company,
attested to by the manual or facsimile signature of the present or any future
Secretary or Assistant Secretary of the Company.

                  Warrants shall be dated as of the issuance by the Warrant
Agent either upon initial issuance or upon transfer or exchange.

                  In the event the aforesaid expiration dates of the Warrants
fall on a Saturday or Sunday, or on a legal holiday on which the American Stock
Exchange is closed, then the Warrants shall expire at 5:00 p.m. Eastern time on
the next succeeding business day.

                  Section 3.  COUNTERSIGNATURE AND REGISTRATION. The Warrant
Agent shall maintain books for the transfer and registration of the Warrants.
Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof. The
Warrants shall be countersigned manually or by facsimile by the Warrant

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Agent (or by any successor to the Warrant Agent then acting as warrant agent
under this Agreement) and shall not be valid for any purpose unless so
countersigned. Warrants may, however, be so countersigned by the Warrant Agent
(or by its successor as Warrant Agent) and be delivered by the Warrant Agent,
notwithstanding that the persons whose manual or facsimile signatures appear
thereon as proper officers of the Company shall have ceased to be such officers
at the time of such countersignature or delivery.

                  Section 4.  TRANSFERS AND EXCHANGES. The Warrant Agent shall
transfer, from time to time, any outstanding Warrants upon the books to be
maintained by the Warrant Agent for that purpose, upon surrender thereof for
transfer properly endorsed or accompanied by appropriate instructions for
transfer. Upon any such transfer, a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be cancelled by the Warrant Agent.
Warrants so cancelled shall be delivered by the Warrant Agent to the Company
from time to time upon request. Warrants may be exchanged at the option of the
holder thereof, when surrendered at the office of the Warrant Agent, for another
Warrant, or other Warrants of different denominations of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock.

                  Section 5.  EXERCISE OF WARRANTS; PAYMENT OF WARRANT
SOLICITATION FEE.

                           (a)      Subject to the provisions of this Agreement,
each registered holder of Warrants shall have the right, which may be exercised
commencing at the opening of business on the first day of the Warrant Exercise
Period, to purchase from the Company (and the Company shall issue and sell to
such registered holder of Warrants) the number of fully paid and non-assessable
shares of Common Stock specified in such Warrants upon surrender of such
Warrants to the Company at the office of the Warrant Agent, with the form of
election to purchase on the reverse thereof duly filled in and signed, and upon
payment to the Company of the warrant price, determined in accordance with the
provisions of Sections 9 and 10 of this Agreement, for the number of shares of
Common Stock in respect of which such Warrants are then exercised. Payment of
such warrant price shall be made in cash or by certified check or bank draft to
the order of the Company. Subject to Section 6, upon such surrender of Warrants
and payment of the warrant price, the Company shall issue and cause to be
delivered with all reasonable dispatch to or upon the written order of the
registered holder of such Warrants and in such name or names as such registered
holder may designate, a certificate or certificates for the number of full
shares of Common Stock so purchased upon the exercise of such Warrants. Such
certificate or certificates shall be deemed to have been issued, and any person
so designated to be named therein shall be deemed to have become a holder of
record of such shares of Common Stock, as of the date of the surrender of such
Warrants and payment of the warrant price as aforesaid. The rights of purchase
represented by the Warrants shall be exercisable, at the election of the
registered holders thereof, either as an entirety or from time to time for a
portion of the shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the shares of Common Stock specified
therein at any time prior to the date of expiration of the Warrants, a new
Warrant or Warrants will be issued to the registered holder for the remaining
number of shares of Common Stock specified in the Warrant so surrendered, and
the Warrant Agent is hereby irrevocably authorized to countersign and to deliver
the required new Warrants pursuant to the provisions of this Section and of
Section 3 of this Agreement and the Company, whenever requested by the Warrant
Agent, will supply the Warrant Agent with

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Warrants duly executed on behalf of the Company for such purpose. Anything in
the foregoing to the contrary notwithstanding, no Warrant will be exercisable
unless at the time of exercise the Company has filed with the Securities and
Exchange Commission a registration statement under the Securities Act of 1933,
as amended (the "Act"), covering the shares of Common Stock issuable upon
exercise of such Warrant and such shares have been so registered or qualified or
deemed to be exempt under the securities laws of the state of residence of the
holder of such Warrant. The Company shall use its best efforts to have all
shares so registered or qualified on or before the date on which the Warrants
become exercisable.

                           (b)      If at the time of exercise of any Warrant
(i) the market price of the Company's Common Stock is equal to or greater than
the then purchase price of the Warrant, (ii) the exercise of the Warrant is
solicited by the Underwriter at such time while the Underwriter is a member of
the National Association of Securities Dealers, Inc. ("NASD"), (iii) the Warrant
is not held in a discretionary account, (iv) disclosure of the compensation
arrangement is made in documents provided to the holders of the Warrants; and
(v) the solicitation of the exercise of the Warrant is not in violation of
Regulation M (as such regulation or any successor regulation or rule may be in
effect as of such time of exercise) promulgated under the Securities Exchange
Act of 1934, then the Underwriter shall be entitled to receive from the Company
upon exercise of each of the Warrant(s) so exercised a fee of five percent (5%)
of the aggregate price of the Warrants so exercised (the "Exercise Fee"). The
procedures for payment of the warrant solicitation fee are set forth in Section
5(c) below.

                           (c)      (1) Within five (5) days of the last day of
each month commencing with _______, 2004, the Warrant Agent will notify the
Underwriter of each Warrant Certificate which has been properly completed for
exercise by holders of Warrants during the last month. The Company and Warrant
Agent shall determine, in their sole and absolute discretion, whether a Warrant
Certificate has been properly completed. The Warrant Agent will provide the
Underwriter with such information, in connection with the exercise of each
Warrant, as the Underwriter shall reasonably request.

                                    (2) The Company hereby authorizes and
instructs the Warrant Agent to deliver to the Underwriter the Exercise Fee
promptly after receipt by the Warrant Agent from the Company of a check payable
to the order of the Underwriter in the amount of the Exercise Fee. In the event
that an Exercise Fee is paid to the Underwriter with respect to a Warrant which
the Company or the Warrant Agent determines is not properly completed for
exercise or in respect of which the Underwriter is not entitled to an Exercise
Fee, the Underwriter will promptly return such Exercise Fee to the Warrant Agent
which shall forthwith return such fee to the Company.

                           The Underwriter and the Company may at any time,
after ____________, 2004, and during business hours, examine the records of the
Warrant Agent, including its ledger of original Warrant certificates returned to
the Warrant Agent upon exercise of Warrants. Notwithstanding any provision to
the contrary, the provisions of paragraphs 5(b) and 5(c) may not be modified,
amended or deleted without the prior written consent of the Underwriter.

                  Section 6.  PAYMENT OF TAXES. The Company will pay any
documentary stamp taxes attributable to the initial issuance of Common Stock
issuable upon the exercise of

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Warrants; 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 issue or
delivery of any certificates of shares of Common Stock in a name other than that
of the registered holder of Warrants in respect of which such shares are issued,
and in such case neither the Company nor the Warrant Agent shall be required to
issue or deliver any certificate for shares of Common Stock or any Warrant until
the person requesting the same has paid to the Company the amount of such tax or
has established to the Company's satisfaction that such tax has been paid.

                  Section 7.  MUTILATED OR MISSING WARRANTS. In case any of the
Warrants shall be mutilated, lost, stolen or destroyed, the Company may, in its
discretion, issue and the Warrant Agent shall countersign and deliver in
exchange and substitution for and upon cancellation of the mutilated Warrant, or
in lieu of and in substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and representing an equivalent right or interest, but only
upon receipt of evidence satisfactory to the Company and the Warrant Agent of
such loss, theft or destruction and, in case of a lost, stolen or destroyed
Warrant, indemnity, if requested, also satisfactory to them. Applicants for such
substitute Warrants shall also comply with such other reasonable regulations and
pay such reasonable charges as the Company or the Warrant Agent may prescribe.

                  Section 8.  RESERVATION OF COMMON STOCK. There have been
reserved, and the Company shall at all times keep reserved, out of the
authorized and unissued shares of Common Stock, a number of shares of Common
Stock sufficient to provide for the exercise of the rights of purchase
represented by the Warrants, and the transfer agent for the shares of Common
Stock and every subsequent transfer agent for any shares of the Company's Common
Stock issuable upon the exercise of any of the rights of purchase aforesaid are
irrevocably authorized and directed at all times to reserve such number of
authorized and unissued shares of Common Stock as shall be required for such
purpose. The Company agrees that all shares of Common Stock issued upon exercise
of the Warrants shall be, at the time of delivery of the certificates of such
shares, validly issued and outstanding, fully paid and non-assessable and listed
on any national securities exchange (or, if applicable, on the NASDAQ National
Market, NASDAQ SmallCap Market, OTC Bulletin Board or any successor trading
market) upon which the other shares of Common Stock are then listed. So long as
any unexpired Warrants remain outstanding, the Company will file such
post-effective amendments to the registration statement (Form SB-2, Registration
No. 333-________) (the "Registration Statement") filed pursuant to the Act with
respect to the Warrants (or other appropriate registration statements or
post-effective amendment or supplements) as may be necessary to permit it to
deliver to each person exercising a Warrant, a prospectus meeting the
requirements of Section 10(a)(3) of the Act and otherwise complying therewith,
and will deliver such a prospectus to each such person. To the extent that
during any period it is not reasonably likely that the Warrants will be
exercised, due to market price or otherwise, the Company need not file such a
post-effective amendment during such period. The Company will keep a copy of
this Agreement on file with the transfer agent for the shares of Common Stock
and with every subsequent transfer agent for any shares of the Company's Common
Stock issuable upon the exercise of the rights of purchase represented by the
Warrants. The Warrant Agent is irrevocably authorized to requisition from time
to time from such transfer agent stock certificates required to honor
outstanding Warrants. The Company will supply such transfer agent with duly
executed stock certificates for that purpose. All Warrants surrendered in

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the exercise of the rights thereby evidenced shall be cancelled by the Warrant
Agent and shall thereafter be delivered to the Company, and such cancelled
Warrants shall constitute sufficient evidence of the number of shares of Common
Stock which have been issued upon the exercise of such Warrants. Promptly after
the date of expiration of the Warrants, the Warrant Agent shall certify to the
Company the total aggregate amount of Warrants then outstanding, and thereafter
no shares of Common Stock shall be subject to reservation in respect of such
Warrants which shall have expired.

                  Section 9.  WARRANT PRICE; ADJUSTMENTS.

                           (a)      The warrant price at which Common Stock
shall be purchasable upon the exercise of the Warrants shall be $[_____] per
share or after adjustment, as provided in this Section, shall be such price as
so adjusted (the "Warrant Price").

                           (b)      The Warrant Price shall be subject to
adjustment from time to time as follows:

                                    (i)      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 Warrant 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 Warrant 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 9(b)(i), the
following provisions shall be applicable: 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.

                                    (ii)     In case the Company shall at any
time subdivide or combine the outstanding Common Stock, the Warrant Price shall
forthwith be proportionately decreased in the case of subdivision or increased
in the case of combination to the nearest one cent. Any such adjustment shall
become effective at the time such subdivision or combination shall become
effective.

                                    (iii)    Within a reasonable time after the
close of each quarterly fiscal period of the Company during which the Warrant
Price has been adjusted as herein provided, the Company shall:

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                                             (A)      file with the Warrant
Agent a certificate signed by the Chief Executive Officer, President or Vice
President of the Company and by the Treasurer or Assistant Treasurer or the
Secretary or an Assistant Secretary of the Company, showing in detail the facts
requiring all such adjustments occurring during such period and the Warrant
Price after each such adjustment; and

                                             (B)      the Warrant Agent shall
have no duty with respect to any such certificate filed with it except to keep
the same on file and available for inspection by holders of Warrants during
reasonable business hours, and the Warrant Agent may conclusively rely upon the
latest certificate furnished to it hereunder. The Warrant Agent shall not at any
time be under any duty or responsibility to any holder of a Warrant to determine
whether any facts exist which may require any adjustment of the Warrant Price,
or with respect to the nature or extent of any adjustment of the Warrant Price
when made, or with respect to the method employed in making any such adjustment,
or with respect to the nature or extent of the property or securities
deliverable hereunder. In the absence of a certificate having been furnished,
the Warrant Agent may conclusively rely upon the provisions of the Warrants with
respect to the Common Stock deliverable upon the exercise of the Warrants and
the applicable Warrant Price thereof.

                                    (iv)     Notwithstanding anything contained
herein to the contrary, no adjustment of the Warrant Price shall be made if the
amount of such adjustment shall be less than $.05, but in such case any
adjustment that would otherwise be required then to be made shall be carried
forward and shall be made at the time and together with the next subsequent
adjustment which, together with any adjustment so carried forward, shall amount
to not less than $.02.

                                    (v)      In the event that the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
Common Stock or by a subdivision of the outstanding Common Stock, then, from and
after the time at which the adjusted Warrant Price becomes effective pursuant to
Subsection (b) of this Section by reason of such dividend or subdivision, the
number of shares of Common Stock issuable upon the exercise of each Warrant
shall be increased in proportion to such increase in outstanding shares. In the
event that the number of shares of Common Stock outstanding is decreased by a
combination of the outstanding Common Stock, then, from and after the time at
which the adjusted Warrant Price becomes effective pursuant to this Section 9(b)
by reason of such combination, the number of shares of Common Stock issuable
upon the exercise of each Warrant shall be decreased in proportion to such
decrease in the outstanding shares of Common Stock.

                                    (vi)     In case of any reorganization or
reclassification of the outstanding Common Stock (other than a change in par
value, or from par value to no par value, or as a result of a subdivision or
combination), or in 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 continuing corporation and which does not result in any
reclassification of the outstanding Common Stock), or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the holder of each Warrant then outstanding
shall thereafter have the right to purchase the kind and amount of shares of
Common Stock and other securities and property receivable upon such
reorganization, reclassification, consolidation, merger, sale or conveyance by a
holder of the

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number of shares of Common Stock which the holder of such Warrant shall then be
entitled to purchase; such adjustments shall apply with respect to all such
changes occurring between the date of this Warrant Agreement and the date of
exercise of such Warrant.

                                    (vii)    Subject to the provisions of this
Section 9, in case the Company shall, at any time prior to the exercise of the
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 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 its Warrant on the record date for the determination of those
entitled to such distribution.

                                    (viii)   In case of the dissolution,
liquidation or winding up of the Company, all rights under the Warrants shall
terminate on a date fixed by the Company, such date to be no earlier than ten
(10) days prior to the effectiveness of such dissolution, liquidation or winding
up and not later than five (5) days prior to such effectiveness. Notice of such
termination of purchase rights shall be given to the last registered holder of
the Warrants, as the same shall appear on the books of the Company maintained by
the Warrant Agent, by registered mail at least thirty (30) days prior to such
termination date.

                                    (ix)     In case the Company shall, at any
time prior to the expiration of the Warrants and prior to the exercise thereof,
offer to the holders of its Common Stock any rights to subscribe for additional
shares of any class of the Company, then the Company shall give written notice
thereof to the last registered holder thereof not less than thirty (30) days
prior to the date on which the books of the Company are closed or a record date
is fixed for the determination of the stockholders entitled to such subscription
rights. Such notice shall specify the date as to which the books shall be closed
or record date fixed with respect to such offer of subscription and the right of
the holder thereof to participate in such offer of subscription shall terminate
if the Warrant shall not be exercised on or before the date of such closing of
the books or such record date.

                                    (x)      Any adjustment pursuant to the
aforesaid provisions of this Section 9 shall be made on the basis of the number
of shares of Common Stock which the holder thereof would have been entitled to
acquire by the exercise of the Warrant immediately prior to the event giving
rise to such adjustment.

                                    (xi)     Irrespective of any adjustments in
the Warrant Price or the number or kind of shares purchasable upon exercise of
the Warrants, Warrants previously or thereafter issued may continue to express
the same price and number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Warrant Agreement.

                                    (xii)    The Company may retain a firm of
independent public accountants (who may be any such firm regularly employed by
the Company) to make any

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computation required under this Section 9, and any certificate setting forth
such computation signed by such firm shall be conclusive evidence of the
correctness of any computation made under this Section 9.

                                    (xiii)   If at any time, as a result of an
adjustment made pursuant to Section 9(b)(vi) above, the holders of a Warrant or
Warrants shall become entitled to purchase any securities other than shares of
Common Stock, thereafter the number of such securities so purchasable upon
exercise of each Warrant and the Warrant Price for such shares shall be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Sections 9(b)(ii) through (v).

                  Section 10. FRACTIONAL INTEREST. The Warrants may only be
exercised to purchase full shares of Common Stock and the Company shall not be
required to issue fractions of shares of Common Stock on the exercise of
Warrants. However, if a Warrant holder exercises all Warrants then owned of
record by it and such exercise would result in the issuance of a fractional
share, the Company will pay to such Warrant holder, in lieu of the issuance of
any fractional share otherwise issuable, an amount of cash based on the market
value of the Common Stock of the Company on the last trading day prior to the
exercise date.

                  Section 11. NOTICES TO WARRANTHOLDERS.

                           (a)      Upon any adjustment of the Warrant Price and
the number of shares of Common Stock issuable upon exercise of a Warrant, then
and in each such case the Company shall give written notice thereof to the
Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares
purchasable at such price upon the exercise of a Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based. The Company shall also mail such notice to the holders of
the Warrants at their addresses appearing in the Warrant register. Failure to
give or mail such notice, or any defect therein, shall not affect the validity
of the adjustments.

                           (b)      In case at any time:

                                    (i)      the Company shall pay dividends
payable in stock upon its Common Stock or make any distribution (other than
regular cash dividends) to the holders of its Common Stock; or

                                    (ii)     the Company shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights; or

                                    (iii)    there shall be any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or sale of substantially all of its
assets to, another corporation; or

                                    (iv)     there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company; then in any
one or more of such cases, the Company shall give written notice in the manner
set forth in Section 11(a) of the date on which (A) a

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record shall be taken for such dividend, distribution or subscription rights, or
(B) such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up shall take place, as the case may be.
Such notice shall also specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up as the case
may be. Such notice shall be given at least thirty (30) days prior to the action
in question and not less than thirty (30) days prior to the record date in
respect thereof. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of any of the matters set forth in this Section
11(b).

                           (c)      The Company shall cause copies of all
financial statements and reports, proxy statements and other documents that are
sent to its stockholders to be sent by first-class mail, postage prepaid, on the
date of mailing to such stockholders, to each registered holder of Warrants at
his address appearing in the warrant register as of the record date for the
determination of the stockholders entitled to such documents.

                  Section 12. DISPOSITION OF PROCEEDS ON EXERCISE OF WARRANTS.

                                    (i)      The Warrant Agent shall promptly
forward to the Company all monies received by the Warrant Agent for the purchase
of shares of Common Stock through the exercise of such Warrants; provided,
however, that the Warrant Agent may retain an amount equal to the Exercise Fee,
if any, until the Company has satisfied its obligations under Section 5(c)(ii).

                                    (ii)     The Warrant Agent shall keep copies
of this Agreement available for inspection by holders of Warrants during normal
business hours.

                  Section 13. REDEMPTION OF WARRANTS. The Warrants are
redeemable by the Company, in whole or in part, on not less than thirty (30)
days' prior written notice at a redemption price of $.10 per Warrant at any
time; provided that (i) the closing bid quotation of the Common Stock on all
twenty (20) trading days ending on the third trading day prior to the day on
which the Company gives notice (the "Call Date") of redemption has been at least
150% of the then effective exercise price of the Warrants (the "Target
Redemption Price") and the Company obtains the written consent of the
Underwriter with respect to such redemption prior to the Call Date and (ii) the
Warrants are currently exercisable. The redemption notice shall be mailed to the
holders of the Warrants at their addresses appearing in the Warrant register.
Holders of the Warrants will have exercise rights until the close of business on
the date fixed for redemption.

                  Section 14. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF
WARRANT AGENT. Any corporation or company which may succeed to the corporate
trust business of the Warrant Agent by any merger or consolidation or otherwise
shall be the successor to the Warrant Agent hereunder without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible to serve as a successor Warrant
Agent under the provisions of Section 16 of this Agreement. In case at the time
such successor to the Warrant Agent shall succeed to the agency created by this
Agreement, any of the Warrants

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shall have been countersigned but not delivered, any such successor to the
Warrant Agent may adopt the countersignature of the original Warrant Agent and
deliver such Warrants so countersigned.

                  In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrants so countersigned. In all such cases such Warrants
shall have the full force provided in the Warrants and in the Agreement.

                  Section 15. DUTIES OF WARRANT AGENT. The Warrant Agent
undertakes the duties and obligations imposed by this Agreement upon the
following terms and conditions, by all of which the Company and the holders of
Warrants, by their acceptance thereof, shall be bound:

                           (a)      The statements of fact and recitals
contained herein and in the Warrants shall be taken as statements of the
Company, and the Warrant Agent assumes no responsibility for the correctness of
any of the same except such as describe the Warrant Agent or action taken or to
be taken by it. The Warrant Agent assumes no responsibility with respect to the
distribution of the Warrants except as herein expressly provided.

                           (b)      The Warrant Agent shall not be responsible
for any failure of the Company to comply with any of the covenants in this
Agreement or in the Warrants to be complied with by the Company.

                           (c)      The Warrant Agent may consult at any time
with counsel satisfactory to it (who may be counsel for the Company) and the
Warrant Agent shall incur no liability or responsibility to the Company or to
any holder of any Warrant in respect of any action taken, suffered or omitted by
it hereunder in good faith and in accordance with the opinion or the advice of
such counsel.

                           (d)      The Warrant Agent shall incur no liability
or responsibility to the Company or to any holder of any Warrant for any action
taken in reliance on any notice, resolution, waiver, consent, order, certificate
or other instrument believed by it to be genuine and to have been signed, sent
or presented by the proper party or parties.

                           (e)      The Company agrees to pay to the Warrant
Agent reasonable compensation for all services rendered by the Warrant Agent in
the execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and other charges incurred by the
Warrant Agent in the execution of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including judgments,
costs and reasonable counsel fees, for anything done or omitted by the Warrant
Agent in the execution of this Agreement except as a result of the Warrant
Agent's negligence, willful misconduct or bad faith.

                           (f)      The Warrant Agent shall be under no
obligation to institute any action, suit or legal proceeding or to take any
other action likely to involve expenses unless the

                                      -11-
<PAGE>

Company or one or more registered holders of Warrants shall furnish the Warrant
Agent with reasonable security and indemnity for any costs and expenses which
may be incurred, but this provision shall not affect the power of the Warrant
Agent to take such action as the Warrant Agent may consider proper, whether with
or without any such security or indemnity. All rights of action under this
Agreement or under any of the Warrants may be enforced by the Warrant Agent
without the possession of any of the Warrants or the production thereof at any
trial or other proceeding, and any such action, suit or proceeding instituted by
the Warrant Agent shall be brought in its name as Warrant Agent, and any
recovery of judgment shall be for the ratable benefit of the registered holders
of the Warrants, as their respective rights and interests may appear.

                           (g)      The Warrant Agent and any stockholder,
director, officer, partner or employee of the Warrant Agent may buy, sell or
deal in any of the Warrants or other securities of the Company or become
pecuniary interested in any transaction in which the Company may be interested,
or contract with or lend money to or otherwise act as fully and freely as though
it were not the Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the Company or
for any other legal entity.

                           (h)      The Warrant Agent shall act hereunder solely
as agent and its duties shall be determined solely by the provisions hereof.

                           (i)      The Warrant Agent may execute and exercise
any of the rights or powers hereby vested in it or perform any duty hereunder
either itself or by or through its attorneys, agents or employees, and the
Warrant Agent shall not be answerable or accountable for any such attorneys,
agents or employees or for any loss to the Company resulting from such neglect
or misconduct, provided reasonable care had been exercised in the selection and
continued employment thereof.

                           (j)      Any request, direction, election, order or
demand of the Company shall be sufficiently evidenced by an instrument signed in
the name of the Company by its Chief Executive Officer, President or a Vice
President or its Secretary or an Assistant Secretary or its Treasurer or an
Assistant Treasurer (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors may be
evidenced to the Warrant Agent by a copy thereof certified by the Secretary or
an Assistant Secretary of the Company.

                  Section 16. CHANGE OF WARRANT AGENT. The Warrant Agent may
resign and be discharged from its duties under this Agreement by giving to the
Company notice in writing, and to the holders of the Warrants notice by mailing
such notice to the holders at their addresses appearing on the Warrant register,
of such resignation, specifying a date when such resignation shall take effect.
The Warrant Agent may be removed by like notice to the Warrant Agent from the
Company and the like mailing of notice to the holders of the Warrants. If the
Warrant Agent shall resign or be removed or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of thirty (30) days
after such removal or after it has been notified in writing of such resignation
or incapacity by the resigning or incapacitated Warrant Agent or after the
Company has received such notice from a registered holder of a Warrant (who
shall, with such

                                      -12-
<PAGE>

notice, submit his Warrant for inspection by the Company), then the registered
holder of any Warrant may apply to any court of competent jurisdiction for the
appointment of a successor to the Warrant Agent. Any successor Warrant Agent,
whether appointed by the Company or by such a court, shall be a bank or trust
company, in good standing, incorporated under New York or federal law. After
appointment, the successor Warrant Agent shall be vested with the same powers,
rights, duties and responsibilities as if it had been originally named as
Warrant Agent without further act or deed and the former Warrant Agent shall
deliver and transfer to the successor Warrant Agent all cancelled Warrants,
records and property at the time held by it hereunder, and execute and deliver
any further assurance or conveyance necessary for the purpose. Failure to file
or mail any notice provided for in this Section, however, or any defect therein,
shall not affect the validity of the resignation or removal of the Warrant Agent
or the appointment of the successor Warrant Agent, as the case may be.

                  Section 17. IDENTITY OF TRANSFER AGENT. Forthwith upon the
appointment of any transfer agent for the shares of Common Stock or of any
subsequent transfer agent for the shares of Common Stock or other shares of the
Company's Common Stock issuable upon the exercise of the rights of purchase
represented by the Warrants, the Company will file with the Warrant Agent a
statement setting forth the name and address of such transfer agent.

                  Section 18. Any notice pursuant to this Agreement to be given
by the Warrant Agent, by the Underwriter or by the registered holder of any
Warrant to the Company, shall be sufficiently given if sent by first-class mail,
postage prepaid, addressed (until another is filed in writing by the Company
with the Warrant Agent) as follows:

                           Viper Motorcycle Company
                           5733 International Parkway
                           New Hope, MN  55428
                           Attention: John Lai

                           and a copy thereof to:

                           Lindquist & Vennum, P.L.L.P.
                           4200 IDS Center
                           80 South 8th Street
                           Minneapolis, MN  55402
                           Attention: Girard P. Miller, Esq.

                  Any notice pursuant to this Agreement to be given by the
Company, by the Underwriter or by the registered holder of any Warrant to the
Warrant Agent shall be sufficiently given if sent by first-class mail, postage
prepaid, addressed (until another address is filed in writing by the Warrant
Agent with the Company) as follows:

                           Continental Stock Transfer & Trust Company
                           17 Battery Place
                           New York, New York 10004
                           Attention: Roger Bernhammer

                                      -13-
<PAGE>

                  Any notice pursuant to this Agreement to be given by the
Warrant Agent or by the Company to the Underwriter shall be sufficiently given
if sent by first-class mail, postage prepaid, addressed (until another address
if filed in writing with the Warrant Agent) as follows:

                           Lane Capital Markets, LLC
                           263 Queens Grant Rd.
                           Fairfield, CT 06824
                           Attention: John Lane

                           and a copy thereof to:

                           McCarter & English, LLP
                           4 Gateway Center
                           100 Mulberry Street
                           Newark, NJ  07102
                           Attention: Jeffrey A. Baumel, Esq.

                  Section 19. SUPPLEMENTS AND AMENDMENTS. The Company and the
Warrant Agent may from time to time supplement or amend this Agreement in order
to cure any ambiguity or to correct or supplement any provision contained herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions in regard to matters or questions arising hereunder
which the Company and the Warrant Agent may deem necessary or desirable and
which shall not be inconsistent with the provisions of the Warrants and which
shall not adversely affect the interest of the holders of Warrants.

                  Section 20. NEW YORK CONTRACT. This Agreement and each Warrant
issued hereunder shall be deemed to be a contract made under the laws of the
State of New York and shall be construed in accordance with the laws of New York
applicable to agreements to be performed wholly within New York.

                  Section 21. BENEFITS OF THIS AGREEMENT. Nothing in this
Agreement shall be construed to give to any person or corporation other than the
Company, the Warrant Agent and the registered holders of the Warrants any legal
or equitable right, remedy or claim under this Agreement; but this Agreement
shall be for the sole and exclusive benefit of the Company, the Warrant Agent
and the registered holders of the Warrants.

                  Section 22. SUCCESSORS. All the covenants and provisions of
this Agreement by or for the benefit of the Company, the Warrant Agent or the
Underwriter shall bind and inure to the benefit of their respective successors
and assigns hereunder.

                                      -14-
<PAGE>

                  IN WITNESS WHEREOF, the parties have entered into this
Agreement on the date first above written.

                                    VIPER MOTORCYCLE COMPANY

                                    By: ________________________________
                                           Name:
                                           Title:


                                    CONTINENTAL STOCK TRANSFER TRUST
                                    COMPANY

                                    By: ________________________________
                                           Name:
                                           Title:


                                    LANE CAPITAL MARKETS, LLC

                                    By: ________________________________
                                           Name:
                                            Title:

                                      -15-