PROMISSORY NOTE

                                                                   July 22, 1999

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 and accrued  interest at the rate of 12% per annum at the  following pay
down rate:

     January 1, 2001 - one third (1/3rd) of the outstanding principal balance
                       including any accrued interest to that date
     January 1, 2002 - one half (1/2) of the then outstanding principal balance
                       including any accrued interest to that date.
     January 1, 2003 - total of the then outstanding principal balance including
                       any accrued interest to that date.

All or any part of the  aforesaid  principal  sum may be prepaid at any time and
from  time to time  without  penalty  at the full  discretion  of the  borrower.
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  stocks as of January 1, 2000, or the
date of conversion, whichever is later.

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 receiver, of or against the undersigned, the unpaid balance of
the principal sum and any accrued  interest owed 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 attorney's 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.

OXFORD INTERNATIONAL MANAGEMENT         TITAN MOT CYCLE CO. OF AMERICA


By:                                     By: /s/ Francis S. Keery
    --------------------------------        --------------------------------
Title                                   Title: Chairman, C.E.O.
      ------------------------------           -----------------------------

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