PROMISSORY NOTE

$2,000,000.00                                                   December 9, 1996

FOR VALUE RECEIVED, the undersigned, Titan Motorcycle Co. of America, of 2002 E.
Indian  School Road,  Phoenix,  AZ 85016  promises to pay to the order of OXFORD
INTERNATIONAL  MANAGEMENT  the principal  sum of up to Two Million  ($2,000,000)
dollars,  or the then  outstanding  balance,  if less,  together  with  interest
thereon from date hereof until paid, at the rate of Eight Percent (8%) per annum
as follows: ON DEMAND, BUT NOT BEFORE DECEMBER 9, 1997.

All or any part of the  aforesaid  principal  sum may be prepaid at any time and
from  time to time  without  penalty.  Notwithstanding  the  foregoing,  no such
prepayment may be made prior to December 9, 1997.

In the event of any default by the  undersigned  in the payment of  principal or
interest  when  due or in  the  event  of the  suspension  of  actual  business,
insolvency, assignment for the benefit of creditors, adjudication of bankruptcy,
or appointment of a receiver, of or against the undersigned,  the unpaid balance
of the principal sum of this  promissory  note shall at the option of the holder
become immediately due and payable.

The maker and all other  persons who may become  liable for the  payment  hereof
severally waive demand, presentment,  protest, notice of dishonor or nonpayment,
notice of protest,  and any and all lack of  diligence  or delays in  collection
which may occur,  and  expressly  consent and agree to each and any extension or
postponement of time of payment hereof from time to time at or after maturity or
other indulgence, and waive all notice thereof.

In case suit or action is  instituted  to  collect  this  note,  or any  portion
hereof,  the maker promises to pay such additional sum, as the court may adjudge
reasonable, attorneys' fees in said proceedings.

This note is made and executed  under,  and is in all respects  governed by, the
laws of the State of Arizona.

/s/ [illegible]                         /s/ Francis S. Keery
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Oxford International Management         Titan Motorcycle Co. of America