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V-Twin to Acquire Bikers Dream Stores, Licenses and Web Site

19 January 2000

V-Twin Advances Retail and Internet Strategy

    WASHINGTON, Jan. 19 -- V-Twin Holdings, Inc. today announced it has reached 
a definitive agreement to acquire five Bikers Dream motorcycle superstores, 
rights to the Bikers Dream license at 16 independent Bikers Dream dealerships, 
and the Bikers-Dream.com web site from Bikers Dream, Inc. in a transaction 
valued at approximately $3.5 million.  V-Twin said the acquisition is a 
significant advance in its strategy to be the leading motorcycle portal for 
consumers and dealers alike.

    V-Twin intends to build a nationwide motorcycling business that combines a
strong retail network with customer affinity groups, e-commerce, direct
marketing and on-line business-to-business services for dealers.  Bikers Dream
will become a cornerstone of V-Twin's activities in the "heavy cruiser"
category.  Herm Rosenman, Chairman and CEO of Bikers Dream, Inc., will lend
his experience and expertise to the growing company by becoming a Director of
the Board of V-Twin.  The transaction will be accounted for as an asset
purchase, is planned to close later this month, and is subject to closing
adjustments.

    Bikers Dream superstores sell and service high quality heavy cruisers
including Ultra Motorcycles, other U.S.-manufactured 'customs' and pre-owned
Harley-Davidsons in Santa Ana, San Diego and Sacramento, California; Dallas,
Texas; and Conover, North Carolina.  In addition to these five owned
dealerships, V-Twin is acquiring rights to the Bikers Dream brand name which
is licensed by 16 dealers in 14 states that operate under the "Bikers Dream"
name.

    Richard Paone, President of V-Twin, said, "The Bikers Dream reputation of
expertise, service and selection is very valuable, and we intend to nurture it
and help it grow.  Bikers Dream superstores are well-run dealerships that can
become even stronger through our mutual collaboration.  We look forward to
working with their team."

    Bikers-Dream.com will become an important element in V-Twin's Internet
strategy to serve distinct categories of motorcycling.  Bikers-Dream.com will
serve enthusiasts of heavy cruisers such as Harley-Davidsons, Ultras, and
other U.S. made 'customs'.  A second site will serve enthusiasts who ride
Ducatis, Moto Guzzis, Triumphs or other fine European bikes.  The third site
will attract the Sports Bike riders who own Honda, Suzuki, Yamaha, Kawasaki
and others.  When completed, all three sites will have comprehensive features
such as streaming video, e-commerce and live auction events.  They will share
web hosting, support and creative services.

    V-Twin also plans to launch a business-to-business Internet site to serve
dealers that are owned or licensed by the Company or become affiliated members
of its extended e-network.  V-Twin plans to provide on-line business services
such as: floor plan financing of new and used bikes, dealer health insurance
plans, inventory trading, buyer financing, rider insurance, warrantee programs
and affinity and loyalty programs.

    Mr. Paone discussed V-Twin's Internet strategy, "V-Twin is very advanced
in its internet initiative.  We have secured agreements with many of the web
partners that we will use to provide streaming video, live auctions, data
collection, content, e-commerce and business-to-business features.  We look
forward to expanding our Internet businesses during 2000."

    V-Twin is not acquiring Bikers Dream Inc.'s manufacturing operations,
which will remain independent.  Bikers Dream Inc., will change its name to
Ultra Motorcycle Company to reflect its focus on manufacturing Ultra
motorcycles.  As part of this agreement, V-Twin will carry Ultra Cycles in all
its owned and operated dealerships.

    Bikers Dream dealerships are becoming part of the V-Twin team to enjoy the
benefits of scale economies, headache-free back office systems and
professional financial management.  Bikers Dream dealers can leverage V-Twin's
resources to increase revenue opportunities and reduce costs through the
following strategy:

    -- V-Twin's Revenue Growth Plan includes launching web sites that drive
    traffic to dealerships; offering a broader selection of motorcycle brands
    at stores, launching a comprehensive branding and customer loyalty
    program; and providing customers with value-added services such as
    warranties, insurance and financing.

    -- V-Twin's Margin Expansion Plan includes adjusting the product mix
    towards higher-margin parts, accessories and pre-owned motorcycles;
    applying its network-wide purchasing power to reduce dealers' cost of
    financing and benefits; standardizing and centralizing certain
    administrative functions to reduce per-store overhead; and sharing the
    best procedures from the most successful dealerships amongst all its
    dealers.

    V-Twin estimates that U.S. motorcycle sales and service at the retail
level were over $9 billion during 1999 and will continue to maintain a 20%
growth rate.  Motorcycle sales have proven their relative resilience to
economic changes due to their entertainment and lifestyle value and growth in
leisure-time activities.

    V-Twin Holdings, Inc., formerly V-Twin Acquisitions, Inc., is
headquartered in Washington, DC.  The Company was formed to acquire motorcycle
dealerships and integrate them into an operating network that enhances
dealers' service, selection and value.