THOMAS & PERKINS


February 5, 1999


Mr. Frank Keery, CEO
Titan Motorcycle Company of America, Inc.
2222 West Peoria Avenue
Phoenix, AZ 85029

Dear Frank:

It was good to talk to you today. This letter confirms that Thomas & Perkins has
agreed to be paid in shares of restricted common stock (in lieu of cash) for our
services in developing, designing and programming a website for Titan Motorcycle
Company  of  America.  The cost of this  website  development  is  approximately
$83,000, as detailed in our estimates.  We agreed that the payment in stock will
be made at the end of each phase -- in other words, three stock payments will be
according to the schedule of phases noted in our plan.  Each phase  payment will
use the same share value noted below.

We have  verbally  agreed that we will use today's  closing  price of $4.125 per
share in our calculations.  Per our contract,  the per share price of the shares
will be discounted by fifteen (15%) percent.  When this discount is applied, the
cost per share equals $3.51.

$83,000 divided by $3.51 equals 23,647 shares of Titan stock. Please send us the
original  stock  certificates  via  registered  mail  or  another  safe  mode of
transportation  as we  conclude  each  phase.  The shares  should be made out to
Thomas & Perkins, Inc.

Frank, we are excited to be shareholders in your dynamic company. Please call me
if you have any questions.

Sincerely,

/s/ Bryan J. Thomas
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Bryan J. Thomas
President