EXHIBIT 4.6

                            VIPER MOTORCYCLE COMPANY

                                  AMENDMENT TO

                      SERIES A 16% CONVERTIBLE SECURED NOTE

Serial No. __-A                                               [Date of Issuance]

                         Principal Amount: $___________

       The parties hereto entered into a Promissory Note (Series A 16%
Convertible Secured Note), dated _____________ with Viper Motorcycle Company as
the Maker and the undersigned Note Holder, __________, in the original principal
amount of $___________.

       FOR VALUABLE CONSIDERATION:

       Maker and Note holder hereby agree to the following amendments to the
terms of such Note:

       (1)    The maturity of the Note is eighteen (18) month's after the date
              of the Note, with no earlier maturity option as had been
              originally stated in the Note.

       (2)    The conversion rights set forth in Section 8 of the original Note
              shall be replaced as follows:

              CONVERSION RIGHTS. The principal of this Note shall be convertible
              into common stock of Maker anytime, and from time to time, at the
              option of the Note holder, at the rate of one share of common
              stock of Maker for each $2.50 principal hereof; provided however,
              that in the event Maker obtains an effective date from the SEC for
              its proposed IPO. These conversion rights shall terminate 150 days
              after such SEC effective date.

              Upon any conversion hereof, only principal shall be converted and
              any accrued interest shall be paid to Note holder in cash, unless
              upon such conversion date both parties hereto agree in writing to
              also convert such accrued interest amount.

       (3)    All other terms and conditions of the original Note shall remain
              in full force and effect.





       IN WITNESS WHEREOF, this Note Amendment was executed by the parties'
       hereto effective ________ , 2004.(1)

                                            VIPER MOTORCYCLE COMPANY



                                            /s/
                                            ------------------------------------
                                            Maker


                                            /s/
                                            ------------------------------------
                                            Note Holder

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(1)    Effective with respect to David W. Palmlund, III on March 18, 2004, with
       respect to Keith Hoffmann on April 30, 2004 and with respect to Ed
       Creel III on April 30, 2004.