MODIFICATION OF PROMISSORY NOTE

Where as the parties to a certain  promissory note, between Titan Motorcycle Co.
of America and Oxford International Management,  dated December 9, 1996, wish to
amend, or modify,  the terms of said note, the following shall be  incorporated,
joined to, and become a part of the original agreement.

"This promissory note shall be modified to show that the outstanding  amounts of
the note shall not be due,  or  "called"  until  January 1, 2000.  On this date,
one-third (1/3) of the outstanding  amount shall become due. On January 1, 2001,
another one-third (1/3) of the amount  outstanding,  as of January 1, 2000, will
become due.  The  remaining  one-third  (1/3) of the amount  outstanding,  as of
January 1, 2000,  will  become due on January 1, 2002.  Any  remaining  balance,
principal and/or interest would also be paid on January 1, 2002.

Further, in lieu of the above referenced payment schedule,  the full balance due
(principal and interest) may be converted to equity, in the form of common stock
in Titan Motorcycle Co. of America, upon mutual agreement by both parties at any
time after January 1, 2000. The conversion  price will be at a ten (10%) percent
discount to the market  price of the common stock as of January  1,2000,  or the
date of conversion, which ever is later."

The parties to the original  promissory  note,  and this  modification,  further
agree that in the future,  the original note can be further modified,  extended,
or changed, in writing, as the parties may agree to, in writing.


Dated this 16th day of December, 1997


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