FIRST AMENDMENT TO
                 STANDARD COMMERCIAL-INDUSTRIAL TRIPLE NET LEASE


     This First  Amendment  to Standard  Commercial-Industrial  Triple Net Lease
("First  Amendment") is made between Holualoa Peoria Avenue Industrial,  LLC, an
Arizona  limited  liability  company  ("Lessor"),  and Titan  Motorcycle  Co. of
America,  Inc., a Nevada  corporation  ("Lessee")  with respect to the following
recitals:

                                    RECITALS

     A.   Lessor   and   Lessee    entered    into   that    certain    Standard
Commercial-Industrial  Triple Net Lease,  dated  December 16, 1996 (the "Lease")
for certain premises  located at 2222 West Peoria Avenue,  Suites B, C, D and E,
Phoenix, Arizona (the "Premises").

     B. On August 7, 1997,  Lessor and Lessee  entered into a separate  Standard
Commercial-Industrial  Triple  Net Lease (the  "Expansion  Lease")  for  certain
premises  located at 2222 West Peoria  Avenue,  Suite A,  Phoenix,  Arizona (the
"Expansion Premises").

     C. Lessor and Lessee wish to amend the Lease as set forth below.

                                    AGREEMENT

     NOW  THEREFORE,  for good  and  valuable  consideration,  the  receipt  and
sufficiency  of which  are  hereby  acknowledged,  Lessor  and  Lessee  agree as
follows:

     1.  INCORPORATION OF RECITALS.  The foregoing  recitals are affirmed by the
parties as true and correct and are incorporated hereby by this reference.

     2. TERM. The Lease is amended by extending the Term for a twenty-four month
period to end on March 31, 2004 (the "Extension Period").

     3. MONTHLY BASE RENT.  The monthly base rental shall be as specified in the
Lease  except that the monthly  base rental for the  Extension  Period  shall be
Twenty Thousand Nine Hundred Six and no/100 Dollars ($20,906.00) triple net.

     4.  DEFAULT.  Any  default  by  Lessee  under  the  Expansion  Lease  shall
constitute a material default and breach of the Lease by Lessee.

     5. FULL FORCE AND EFFECT.  Except as expressly  amended  hereby,  the Lease
shall remain in full force and effect.

Dated: August 7, 1997.

LESSOR:                                 LESSEE:

Holualoa Peoria Avenue Industrial,      Titan Motorcycle Co. of America, Inc.,
LLC, an Arizona limited liability       a Nevada corporation company


By:  Holualoa Arizona, Inc.,            By: /s/ Francis S. Keery
     an Arizona corporation                 ------------------------------------
Its: Manager                            Name: Francis S. Keery
                                              ----------------------------------
                                        Its: CEO
                                             -----------------------------------
                                        Date: 8/7/97
                                              ----------------------------------


By: /s/ Sandra M. Alter
    ----------------------------------
Name: Sandra M. Alter
      --------------------------------
Its: Authorized Agent
     ---------------------------------
Date: 8/7/97
      --------------------------------

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