<PAGE>

                                                                    Exhibit 10.8
                       REDLINE PERFORMANCE PRODUCTS, INC.

                      BRIDGE LOAN AND INVESTMENT AGREEMENT

                                  INSTRUCTIONS

         To purchase a 10% Unsecured Convertible Subordinated Promissory Note
from Redline Performance Products, Inc. pursuant to the Confidential Bridge
Placement Memorandum dated May 1, 2000, please: (i) review the Bridge Loan and
Investment Agreement; (ii) complete Section 12 of the Bridge Loan and Investment
Agreement regarding accredited investor status; (iii) complete Section 21 of the
Bridge Loan and Investment Agreement regarding relationships to brokerage firms;
(iv) complete, sign and date the appropriate signature page (individual
subscribers should complete, sign and date the individual signature page; entity
subscribers should complete, sign and date the entity signature page); (v)
complete, sign and date the Supplemental Investor Questionnaire and (vi) send
your check payable to "Redline Performance Products, Inc." together with the
completed Bridge Loan and Investment Agreement to Dougherty & Company LLC, 4500
Norwest Center, 90 South Seventh Street, Minneapolis, MN 55402, Attn: Timothy J.
McDonnell. Information regarding the Bridge Placement may be obtained by
contacting Timothy J. McDonnell, (612) 376-4130, or Thomas P. Niemiec, (612)
376-7050, at Dougherty & Company LLC.

<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                      BRIDGE LOAN AND INVESTMENT AGREEMENT

         This Bridge Loan and Investment Agreement (the "AGREEMENT"), submitted
as of the date set forth on the Signature Page, is between Redline Performance
Products, Inc., a Minnesota corporation (the "COMPANY"), and the undersigned
investor (the "INVESTOR").

                                    RECITALS

         The Company needs capital to fund its operations. The Investor desires
to lend funds to the Company on the terms and conditions set forth in this
Agreement. Investors may lend up to a minimum of $300,000 and a maximum of
$700,000 in principal amount to the Company on terms and conditions equivalent
to those set forth in this Agreement. The Company may sell an additional
$300,000 in principal amount of promissory notes to meet additional demand. The
Company has engaged Dougherty & Company LLC (the "AGENT") as its exclusive agent
in connection with the sale of promissory notes and warrants (the "BRIDGE
PLACEMENT"), and the sale of up to $5,000,000 in shares of the Company's Series
A Preferred Stock (the "SERIES A FINANCING"), including shares of Series A
Preferred Stock issuable upon conversion of the promissory notes.

                                    AGREEMENT

         In consideration of the foregoing, the mutual promises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

1.)      Investment. The Investor hereby purchases: (i) a 10% Unsecured
Convertible Subordinated Promissory Note (the "BRIDGE NOTE"), in substantially
the form of EXHIBIT A attached to and incorporated into this Agreement, which is
convertible into shares of the Company's Series A Preferred Stock (the
"CONVERSION SHARES"), in the principal dollar amount set forth on the Signature
Page and (ii) a warrant (the "BRIDGE WARRANT") in substantially the form of
EXHIBIT B attached to and incorporated into this Agreement, to purchase one
share of the Company's $0.01 par value per share common stock (the "COMMON
STOCK") for every $2.00 in principal amount of the Bridge Note (the "WARRANT
SHARES") and hereby tenders the Investor's check payable to "Redline Performance
Products, Inc." in the aggregate dollar amount set forth on the Signature Page.

         The information contained in this Agreement is only a summary of the
terms and provisions of the Bridge Notes and the Bridge Warrants, and is
qualified by more detailed information included in the form of Bridge Note and
the form of Bridge Warrant. If the terms of this Agreement conflict with the
terms of the Bridge Note or the Bridge Warrant, the terms of the Bridge Note and
the Bridge Warrant shall control. By execution of this Agreement, the Investor
acknowledges that the Company is relying upon the accuracy and completeness of
the representations contained in this Agreement in complying with its
obligations under applicable securities laws. The Bridge Note, the Bridge
Warrant, the Conversion Shares and the Warrant Shares are collectively referred
to in this Agreement as the "SECURITIES."

2.)      Loan/Promissory Note. The Investor agrees, on the terms and subject to
the conditions hereinafter set forth, to purchase a Bridge Note in the principal
amount set forth on the Signature Page. The Company agrees to issue in the name
of the Investor, a Bridge Note in substantially the form attached hereto as
Exhibit A.

3.)      Payment of Principal and Interest. All outstanding principal and
accrued interest on the Bridge Notes shall be due and payable by the Company on
the earlier of: (i) the date six (6) months from the date of original

                                       1.

<PAGE>

issuance of the Bridge Note and (ii) the date on which the Company completes the
sale of shares of Series A Preferred Stock which generates gross proceeds of at
least Two Million Dollars ($2,000,000). Each of the foregoing dates is referred
to in this Agreement as a "MATURITY DATE" or "MATURITY". The Bridge Note shall
accrue interest at the rate of ten percent (10%) per annum.

4.)      Extension of Maturity Date. If the Company is unable to repay the
Bridge Note principal and interest on or before the Maturity Date, the Company
may, at its sole discretion, extend the Maturity Date for a period of up to
ninety (90) days (the "EXTENSION PERIOD"). If the Company elects to extend the
Maturity Date, the Company will issue an additional Bridge Warrant (the
"ADDITIONAL BRIDGE WARRANT") to the holder of the Bridge Note on each of the
15th, 45th and 75th day of the Extension Period if the Bridge Loan principal and
interest has not been paid as of each such date. The number of shares of Common
Stock subject to each Additional Bridge Warrant shall be equal to 25% of the
number of shares of Common Stock subject to the original Bridge Warrant issued
to the Investor. During the Extension Period, the Bridge Note shall accrue
interest at the rate of fifteen percent (15%) per annum.

5.)      Subordination. The payment of principal and interest under the Bridge
Note is not secured by any collateral and is subordinated to the payment by the
Company of "SENIOR INDEBTEDNESS" as defined in the Bridge Note. Payment of
principal or interest may not be made on the Bridge Note if the Company is in
default, or if the making of any payment would result in a default, with respect
to the payment of amounts of any Senior Indebtedness.

6.)      Conversion. All of the principal, but not the interest, payable
pursuant to each Bridge Note shall automatically convert into the Conversion
Shares at such time as the Company generates gross proceeds of at least
$2,000,000 (the "MINIMUM AMOUNT") from the sale of shares of the Company's
Series A Preferred Stock in the Series A Financing. The principal amount of
Bridge Notes converted into Conversion Shares will not be included in gross
proceeds to determine sale of the Minimum Amount. The price of each Conversion
Share shall be equal to the lower of: (i) $1.00 or (ii) 80% of the price per
share of the Company's Series A Preferred Stock sold in the Series A Financing.
Upon conversion of the Bridge Note the Company will pay to the holder all
accrued interest thereon.

7.)      Default. The Company shall be in default under this Agreement and under
the Bridge Note upon the happening after the date of this Agreement of any
nonpayment, when due, of any amount payable to the holder under the Bridge Note.
In the event of a default: (a) the holders of Bridge Notes shall have the right,
at their option and not subject to demand or notice, to declare all or any part
of the Bridge Notes immediately due and payable, and (b) the holders of Bridge
Notes may exercise, in addition to the rights and remedies granted in this
Agreement, all of the rights and remedies of a holder under the Bridge Note and
under applicable law.

8.)      Bridge Warrant. In conjunction with the purchase of a Bridge Note by
the Investor, the Company will issue to the Investor a Bridge Warrant in
substantially the form attached to this Agreement as Exhibit B. The Bridge
Warrant will entitle the Investor to purchase one share of Common Stock for
every $2.00 in principal amount of the Bridge Note. The Bridge Warrant will have
an exercise price of $1.00 per share, will be exercisable one hundred eighty
(180) days after issuance and will expire five (5) years from the date of
issuance.

9.)      Reservation of Shares of Common Stock. The Company shall, during the
time that the Bridge Note, the Conversion Shares or the Bridge Warrant remain
outstanding, reserve and keep available from its authorized but unissued shares
of Common Stock, a sufficient number of shares to issue the shares of Common
Stock issuable upon conversion of the Conversion Shares and the Warrant Shares.

                                       2.

<PAGE>

10.)     Transfer Restrictions. The Securities shall be subject to certain
restrictions on transfer as identified in this Agreement, the Bridge Note and
the Bridge Warrant.

11.)     Representations and Warranties of the Company. The Company represents
and warrants to the Investor the following:

         (a)      The Company is duly organized, validly existing and in good
         standing under the laws of the State of Minnesota.

         (b)      This Agreement has been duly authorized by all necessary
         corporate action on behalf of the Company, has been duly executed and
         delivered by an authorized officer of the Company, and is a valid and
         binding agreement on the part of the Company. All corporate action
         necessary to the authorization, issuance, and delivery of the
         Securities will be taken prior to issuance of the Securities.

         (c)      The Bridge Notes and Bridge Warrants, when issued and
         delivered to the Investor, will constitute valid and binding
         obligations of the Company in accordance with their terms, except as
         enforceability may be limited by the application of bankruptcy,
         insolvency, moratorium or similar laws affecting the rights of creditor
         generally and by judicial limitations on the right of specific
         performance. The Warrant Shares have been reserved for issuance and,
         when issued upon exercise of the Warrant, will be duly authorized,
         validly issued and outstanding, fully paid, nonassessable.

12.)     Representations and Warranties of Investor. The Investor hereby
represents and warrants to the Company and its officers, directors,
shareholders, employees and agents as follows:

         (a)      Information About the Company. The Investor has received and
         reviewed the Company's Confidential Bridge Placement Memorandum dated
         May 1, 2000, and has obtained all information about the Company as the
         Investor believes relevant to the decision to purchase the Securities.
         The Investor has also had the opportunity to ask questions of, and to
         receive answers from, the Company or an agent or a representative of
         the Company concerning the terms and conditions of the investment and
         the business and affairs of the Company and to obtain any additional
         information necessary to verify such information, and the Investor has
         received such information concerning the Company as the Investor
         considers necessary or advisable in order to form a decision concerning
         an investment in the Company.

         The Investor understands that any business plan or similar document
         which the Investor may have been shown or of which the Investor may
         have been furnished a copy, is not a prospectus or comprehensive
         placement memorandum, offering circular, offering statement, or similar
         document. Any such document was not prepared, and the Investor
         understands that any such document was not prepared, with the purpose
         of providing full and accurate disclosure to investors. The Investor
         understands that any such document has been furnished to the Investor
         only as part of an overall furnishing of information about the Company
         and that the Investor has viewed the information set forth therein with
         a critical frame of mind and, to the extent that information contained
         in any such document was deemed by the Investor to be important
         information in making an investment decision, the Investor has
         discussed such information with the officers and other personnel of the
         Company in order to form a better judgment regarding the accuracy and
         adequacy of such information. The Investor agrees that no statement in
         any document, even if framed as a factual statement, will, of itself,
         constitute a factual representation by the Company in light of the
         various purposes for which any such document may have been created.

                                       3.

<PAGE>

         (b)      Forward-Looking Information. The Investor acknowledges and
         understands that any information provided about the Company's future
         plans and prospects is uncertain and subject to all of the
         uncertainties inherent in predictions.

         (c)      No Review by Federal or State Regulators. The Investor
         understands that this transaction has not been reviewed or approved by
         the United States Securities and Exchange Commission (the "COMMISSION")
         or by any state securities or other authority and, because of the small
         number of persons solicited to invest in the Securities and the private
         nature of the placement, that all documents, records, and books
         pertaining to this investment have been made available to the Investor
         and the Investor's representatives, such as attorneys, accountants
         and/or purchaser representatives.

         (d)      High Degree of Risk. The Investor realizes that this
         investment involves a high degree of risk, including the risk of loss
         of all investment in the Company.

         (e)      Ability to Bear the Risk. The Investor is able to bear the
         economic risk of the investment, including the total loss of such
         investment.

         (f)      Appropriate Investment. The Investor believes, in light of the
         information provided pursuant to Subsection 12(a) above, that investing
         funds pursuant to the terms of this Agreement is an appropriate and
         suitable investment for the Investor.

         (g)      Financial Condition. The Investor's current financial
         condition is such that (and the Investor expects the Investor's
         financial condition to be such that in the near future) the Investor
         does not have any present or contemplated need to dispose of any
         portion of the Securities to satisfy any existing or contemplated
         undertaking, need or indebtedness.

         (h)      Business Sophistication. The Investor is experienced and
         knowledgeable in financial and business matters to the extent that the
         Investor is capable of evaluating the merits and risks of the
         prospective investment in the Securities. The Investor has obtained, to
         the extent the Investor deems necessary, personal and professional
         advice with respect to the risks inherent in the investment in the
         Securities in light of the Investor's financial condition and
         investment needs. The Investor has been given access to full and
         complete information regarding the Company and has utilized such access
         to its satisfaction for the purpose of obtaining information and,
         particularly, the Investor has obtained, and has had the opportunity to
         obtain, information from the Company as set forth in paragraph 12(a)
         above.

         (i)      Residency. The Investor is a resident of the state and country
         set forth on the Signature Page. The Securities are being purchased by
         the Investor in the Investor's name solely for the Investor's own
         beneficial interest and not as nominee for, on behalf of, for the
         beneficial interest of, or with the intention to transfer to, any other
         person, trust, or organization.

         (j)      Subscription. The Investor understands that the payment made
         to the Company may immediately become funds of and may be used by the
         Company once accepted. The Company is free to reject any subscription
         in whole or in part. The Investor understands that if the Company
         determines to reject this subscription, any funds returned to the
         Investor will be without deduction therefrom or interest thereon.

         (k)      No General Solicitation. The Investor's purchase of the
         Securities is not the result of any general solicitation or general
         advertising, including, but not limited to (i) any advertisement,
         article, notice or other communication published in any newspaper,
         magazine or similar media or broadcast over

                                       4.

<PAGE>

         television or radio; and (ii) any seminar or meeting whose attendees
         have been invited by any general solicitation or general advertising.

         (l)      Legal Age. The Investor, if an individual, is of legal age.

         (m)      Not Subject to Backup Withholding. The Investor certifies,
         under penalty of perjury, that the Investor is not subject to the
         backup withholding provisions of the Internal Revenue Code of 1986, as
         amended. (Note: The Investor is subject to backup withholding if: (i)
         the Investor fails to furnish its Social Security Number or Taxpayer
         Identification Number herein; (ii) the Internal Revenue Service
         notifies the Company that the Investor furnished an incorrect Social
         Security Number or Taxpayer Identification Number; (iii) the Investor
         is notified that it is subject to backup withholding; or (iv) the
         Investor fails to certify that it is not subject to backup withholding
         or the Investor fails to certify the Investor's Social Security Number
         or Taxpayer Identification Number.)

         (n)      Legal Representation. The Investor understands that: (i) the
         Company has engaged legal counsel to represent the Company in
         connection with the offer and sale of securities contemplated herein:
         (ii) legal counsel engaged by the Company does not represent the
         Investor or the Investor's interests; and (iii) the Investor is not
         relying on legal counsel engaged by the Company. The Investor has had
         the opportunity to engage, and obtain advice from, the Investor's own
         legal counsel with respect to the investment contemplated herein.

THE INFORMATION REQUESTED IN PARAGRAPH 13 IS REQUIRED IN CONNECTION WITH THE
EXEMPTIONS FROM THE SECURITIES ACT OF 1933 AND STATE LAWS BEING RELIED ON BY THE
COMPANY WITH RESPECT TO THE OFFER AND SALE OF THE SECURITIES. ALL OF SUCH
INFORMATION WILL BE KEPT CONFIDENTIAL, AND WILL BE REVIEWED ONLY BY, THE
COMPANY, THE AGENT AND THEIR RESPECTIVE COUNSEL. The Investor agrees to furnish
any additional information which the Company and its counsel deems necessary in
order to verify the response set forth below.

13.)     Accredited Status. The Investor represents and warrants as follows
(please INITIAL all applicable items):

         (a)      INDIVIDUALS:

                  ___      (i)      The Investor is an individual with a net
                           worth, or a joint net worth together with his or her
                           spouse, in excess of $1,000,000. (In calculating net
                           worth, you may include equity in personal property
                           and real estate, including your principal residence,
                           cash, short-term investments, stock and securities.
                           Equity in personal property and real estate should be
                           based on the fair market value of such property less
                           any debt secured by such property.)

                  ___      (ii)     The Investor is an individual that had an
                           individual income in excess of $200,000 in each of
                           the prior two years and reasonably expects an income
                           in excess of $200,000 in the current year.

                  ___      (iii)    The Investor is an individual that had with
                           his or her spouse joint income in excess of $300,000
                           in each of the prior two years and reasonably expects
                           joint income in excess of $300,000 in the current
                           year.

                  ___      (iv)     The Investor is a director or executive
                           officer of the Company.

                                       5.

<PAGE>

         (b)      ENTITIES (PLEASE PROVIDE A COPY OF THE ENTITY'S CHARTER
         DOCUMENTS):

                   X       (i)      The Investor is a (initial one):

                                    ___      (A)      General Partnership

                                    ___      (B)      Limited Liability
                                             Partnership

                                    ___      (C)      Limited Partnership

                                    ___      (D)      Limited Liability Company

                                     X       (E)      Corporation

                                    ___      (F)      Business Trust

                                    ___      (G)      Other Entity (please
                                             specify):________________________

                   X       (ii)     The Investor is an entity, and is an
                           "ACCREDITED INVESTOR" as defined in Rule 501(a) of
                           Regulation D under the Securities Act of 1933, as
                           amended (the "ACT"). This representation is based on
                           the following (initial one or more, as applicable):

                                    ___      (A)      The Investor (or, in the
                                             case of a trust, the Investor
                                             trustee) is a bank or savings and
                                             loan association as defined in
                                             Sections 3(a)(2) and 3(a)(5)(A),
                                             respectively, of the Act acting
                                             either in its individual or
                                             fiduciary capacity.

                                    ___      (B)      The Investor is a
                                             broker/dealer registered pursuant
                                             to the Securities Exchange Act of
                                             1934.

                                    ___      (C)      The Investor is an
                                             insurance company as defined in
                                             Section 2(13) of the Act.

                                    ___      (D)      The Investor is an
                                             investment company registered under
                                             the Investment Company Act of 1940
                                             or a business development company
                                             as defined in Section 2(a)(48) of
                                             that Act.

                                    ___      (E)      The Investor is a Small
                                             Business Investment Company
                                             licensed by the U.S. Small Business
                                             Administration under Section 301(c)
                                             or (d) of the Small Business
                                             Investment Act of 1958.

                                     X       (F)      The Investor is an
                                             employee benefit plan within the
                                             meaning of Title I of the Employee
                                             Retirement Income Security Act of
                                             1974 and either (initial one or
                                             more, as applicable):

                                              X       (1)      The investment
                                                      decision is made by a plan
                                                      fiduciary, as defined in
                                                      Section 3(21) of such Act,
                                                      which is either a bank,
                                                      savings and loan
                                                      association, insurance
                                                      company, or registered
                                                      investment adviser.

                                             ___      (2)      The employee
                                                      benefit plan has total
                                                      assets in excess of
                                                      $5,000,000.

                                             ___      (3)      The plan is a
                                                      self-directed plan with
                                                      investment decisions made
                                                      solely by persons who are
                                                      "Accredited Investors" as
                                                      defined under the Act.

                                    ___      (G)      The Investor is a private
                                             business development company as
                                             defined in Section 202(a)(22) of
                                             the Investment Advisers Act of
                                             1940.

                                    ___      (H)      The Investor has total
                                             assets in excess of $5,000,000, was
                                             not formed for the specific purpose
                                             of acquiring shares of the Company
                                             and is one or more of the following
                                             (initial one or more, as
                                             appropriate):

                                       6.

<PAGE>

                                             ___      (1)      An organization
                                                      described in Section
                                                      501(c)(3) of the Internal
                                                      Revenue Code.

                                             ___      (2)      A corporation.

                                             ___      (3)      A Massachusetts
                                                      or similar business trust.

                                             ___      (4)      A partnership.

                                             ___      (5)      A limited
                                                      liability company.

                                    ___      (I)      The Investor is an entity,
                                             all of whose equity owners are
                                             accredited investors. (PLEASE
                                             PROVIDE WRITTEN REPRESENTATION OF
                                             ACCREDITED INVESTOR STATUS FROM
                                             EACH EQUITY OWNER.)

                                    ___      (J)      The Investor is a trust
                                             with total assets exceeding
                                             $5,000,000, which was not formed
                                             for the specific purpose of
                                             investing in the Company and whose
                                             purchase is directed by a person
                                             described in Rule 506(b)(2)(ii)
                                             under the Act. (IF ONLY THIS ITEM
                                             (J) IS CHECKED, PLEASE CONTACT THE
                                             COMPANY TO RECEIVE AND COMPLETE AN
                                             INFORMATION STATEMENT BEFORE THIS
                                             SUBSCRIPTION CAN BE CONSIDERED BY
                                             THE COMPANY).

IF YOU HAVE NOT INITIALED ANY OF THE FOREGOING, YOU ARE NOT AN ACCREDITED
INVESTOR AND CANNOT PURCHASE ANY SECURITIES.

         IF YOU HAVE INITIALED ANY OF THE FOREGOING, PLEASE PROCEED.

                   X       (iii)    Entities. A REPRESENTATIVE OF AN ENTITY
                           INVESTOR MUST INITIAL HERE If the Investor is an
                           entity, the individual(s) signing on behalf of the
                           Investor and the Investor, jointly and severally,
                           agree and certify that this Agreement has been duly
                           authorized by all necessary action on the part of the
                           Investor, has been duly executed by an authorized
                           representative of the Investor, and is a legal,
                           valid, and binding obligation of the Investor
                           enforceable in accordance with its terms.

14.)     Investment Purpose in Acquiring the Securities. The Investor and the
Company acknowledge that the Securities have not been registered under the Act
or applicable state securities laws and that the Securities will be issued to
the Investor in reliance on exemptions from the registration requirements of the
Act and applicable state securities laws and in reliance on the Investor's and
the Company's representations and agreements contained herein. The Investor is
acquiring the Securities for the account of the Investor for investment purposes
only and not with a view to their resale or distribution. The Investor has no
present intention to divide his, her or its participation with others or to
resell or otherwise dispose of all or any part of the Securities. In making
these representations, the Investor understands that, in the view of the
Commission, exemption of the Securities from the registration requirements of
the Act would not be available if, notwithstanding the representations of the
Investor, the Investor has in mind merely acquiring the Securities for resale
upon the occurrence or non-occurrence of some predetermined event.

15.)     Compliance with Securities Act. The Investor agrees that if the
Securities or any part thereof are sold or distributed in the future, the
Investor shall sell or distribute them pursuant to the requirements of the Act
and applicable state securities laws. The Investor agrees that the Investor will
not transfer any part of the Securities without: (i) obtaining a "no action"
letter from the Commission and applicable state securities commissions; (ii)
obtaining an opinion of counsel satisfactory in form and substance to the
Company to the effect that such transfer is exempt from the registration
requirements under the Act and applicable state securities laws; or (iii)
registration.

                                       7.

<PAGE>

16.)     Restriction on Transfer After a Public Offering. The Investor
understands that the Company at a future date may file a registration or
offering statement (the "REGISTRATION STATEMENT") with the Commission to
facilitate a public offering of its securities. The Investor agrees, for the
benefit of the Company, that should such an initial public offering be made and
should the managing underwriter of such offering require, the Investor will not,
without the prior written consent of the Company and such underwriter, during
the "Lockup Period" as defined herein: (i) sell, transfer or otherwise dispose
of, or agree to sell, transfer or otherwise dispose of any of the Securities
beneficially owned by the Investor during the Lockup Period; (ii) sell, transfer
or otherwise dispose of, or agree to sell, transfer or otherwise dispose of any
options, rights or warrants to purchase any of the Securities beneficially owned
by the Investor during the Lockup Period; or (iii) sell or grant, or agree to
sell or grant, options, rights or warrants with respect to any of the
Securities. The foregoing does not prohibit gifts to donees or transfers by will
or the laws of descent to heirs or beneficiaries provided that such donees,
heirs and beneficiaries shall be bound by the restrictions set forth herein. The
term "LOCKUP PERIOD" shall mean the lesser of (x) 180 days and (y) the period
during which Company officers and directors are restricted by the managing
underwriter from effecting any sales or transfers of the Company's common stock.
The Lockup Period shall commence on the effective date of the Registration
Statement.

17.)     Restrictive Legend. The Investor agrees that the Company may place one
or more restrictive legends on any certificates evidencing the Securities,
including the Conversion Shares, containing substantially the following
language:

         The securities represented by this certificate have not been registered
         under the Securities Act of 1933, as amended, have not been registered
         under any state securities law, and are subject to a subscription and
         investment representation agreement. They may not be sold, offered for
         sale, transferred, assigned, pledged or otherwise distributed for value
         unless there is an effective registration under the Securities Act of
         1933, as amended, and under the applicable state securities laws, or
         the Company receives an opinion of counsel acceptable to the Company
         stating that such transaction is exempt from registration and
         prospectus delivery requirements of the Securities Act of 1933, as
         amended, and under the applicable state securities laws.

         Sale or other transfer of these securities is further restricted for up
         to 180 days following an initial public offering of securities of the
         Company by the terms of a Subscription Agreement, a copy of which is
         available for inspection at the offices of the Company.

18.)     Stop Transfer Order. The Investor agrees that the Company may place a
stop transfer order with its registrar and transfer agent (if any) covering all
Securities.

19.)     Knowledge of Restrictions upon Transfer of the Securities. The Investor
understands that the Securities are not freely transferable and may in fact be
prohibited from sale for an extended period of time and that, as a consequence
thereof, the Investor must bear the economic risk of an investment in the
Securities for an indefinite period of time and may have extremely limited
opportunities to dispose of the Securities. The Investor realizes that there
will likely be no market for the Securities, and that there are significant
restrictions on the transferability thereof.

20.)     Lack of Availability of Rule 144 Under the Act. The Investor
understands and acknowledges that the Company has no obligation to undertake or
complete a public offering of its securities, that even if a public offering is
undertaken and successfully completed, the Securities subscribed for hereby will
remain subject to the restrictions on transferability described herein, and that
even if a public offering is undertaken and completed, the Investor may never be
able to sell its Securities pursuant to Rule 144 under the Act.

                                       8.

<PAGE>

         The Investor further understands and acknowledges that the Company
currently does not file periodic reports with the Commission pursuant to the
requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, and
may not be obligated to file such reports at any time in the future. The
Investor also understands that the Company has not agreed to supply such other
information as would be required to enable routine sales of the Securities to be
made under the provisions of certain rules respecting "restricted securities,"
including Rule 144 promulgated under the Act by the Commission. Thus, the
Investor has been informed that the Company is not obligated to make publicly
available or to provide the Investor with the information required by Rule 144.

21.)     Relationship to Brokerage Firms. (Please answer the following questions
by initialing the appropriate response):

         (a)      ___ YES X NO: Are you a director, officer, partner, branch
         manager, registered representative, employee, shareholder of, or
         similarly related to or employed by, a brokerage firm?

         (b)      ___ YES X NO: Is your spouse, father, mother, father-in-law,
         mother-in-law, or any of your brothers, sisters, brothers-in-laws,
         sisters-in-law or children, or any relative which you support, a
         director, officer, partner, branch manager, registered representative,
         employee, shareholder of, or similarly related to or engaged by, a
         brokerage firm?

         (c)      ___ YES X NO: Do you own 5% or more of the voting securities
         of any brokerage firm?

         (d)      ___ YES X NO: If the Investor is an entity, is any director,
         officer, partner or 5% owner of the Investor also a director, officer,
         partner, branch manager, registered representative, employee,
         shareholder of, or similarly related to or employed by a brokerage
         firm?

         (If you answered YES to any of the foregoing questions, please attach a
         written explanation or contact the Company to provide additional
         information before the Investor's subscription can be considered.)

22.)     Delivery of Bridge Note and Bridge Warrant. Upon acceptance of this
Agreement by the Company, the Bridge Note and the Bridge Warrant will be
registered in the name of the Investor and will be delivered via certified mail
or overnight delivery to the address of the Investor set forth on the Signature
Page.

23.)     Binding Effect. Neither this Agreement nor any interest herein shall be
assignable by the Investor without the prior written consent of the Company. The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective heirs, legal representatives,
successors and assigns.

24.)     Representations to Survive Delivery. The representations, warranties
and agreements of the Company and of the Investor contained in this Agreement
will remain operative and in full force and effect and will survive the receipt
of funds by the Company, and the issuance to the Investor of the Bridge Notes
and Bridge Warrants.

                                       9.

<PAGE>

25.)     Indemnification. The Investor agrees to indemnify the Company, and each
current and future officer, director, employee, agent and shareholder of the
Company, against and to hold them harmless from any damage, loss, liability,
claim or expense including, without limitation, reasonable attorneys' fees
resulting from or arising out of the inaccuracy or alleged inaccuracy of any of
the representations, warranties or statements of the Investor contained in this
Agreement, including without limitation any violation or alleged violation of
the registration requirements of the Act or applicable state law in connection
with any subsequent sale of the Securities or any portion thereof by Investor.

26.)     Additional Information. The Investor shall supply such additional
information and documentation relating to Investor and any persons who have any
rights or interest in Investor as may be requested by the Company in order to
ensure compliance by the Company with applicable laws. If at any time prior to
the Company's execution of this Agreement, an adverse change occurs with respect
to the Investor such that the information, representations and warranties of the
Investor set forth in this Agreement are no longer accurate, the Investor shall
immediately notify the Company of the inaccuracy in writing and shall deliver
the updated, accurate information to the Company.

27.)     Miscellaneous Provisions.

         (a)      Arbitration. Any dispute regarding this Agreement or the
         Investor's investment in the Company (including without limitation
         claims pursuant to federal or state securities laws), including any
         claim which is made against any placement agent or broker-dealer
         involved in the offer or sale of the Securities, shall be resolved by
         arbitration which shall be the sole forum for resolution of any such
         disputes. Unless otherwise agreed by the parties, any such proceedings
         shall be brought in Minneapolis, Minnesota U.S.A. pursuant to the Rules
         and Code of Arbitration of the American Arbitration Association, except
         that if a bona fide claim is made against the Company, and a placement
         agent or broker-dealer is named in connection with such claim, then
         such claim shall be brought pursuant to the Rules and Code of
         Arbitration of the National Association of Securities Dealers, Inc.

         (b)      Governing Law; Venue. This Agreement shall be governed by, and
         construed in accordance with, the substantive laws of the State of
         Minnesota without reference to Minnesota conflict of laws provisions.
         Actions or proceedings litigated in connection with this Agreement, if
         any, shall be venued exclusively in the state and federal courts
         located in the County of Hennepin, State of Minnesota.

         (c)      Successors and Assigns. The representations and warranties
         made by the Investor in this Agreement are binding on the Investor's
         successors and assigns and are made for the benefit of the Company and
         any other person who may become liable for violations of applicable
         securities laws as a result of the inaccuracy or falsity of any of the
         Investor's representations or warranties.

         (d)      Notice. All notices or other communications required or
         permitted hereunder shall be in writing. A written notice or other
         communication shall be deemed to have been delivered hereunder: (i) if
         delivered by hand, when such notice is received from the notifying
         party; (ii) if transmitted by facsimile or timely delivered to an
         overnight courier, on the next business day following the day so
         transmitted or delivered; or (iii) if delivered by mail, on the third
         business day following the date such notice or other communication is
         deposited in the U.S. Mail for delivery by certified or registered mail
         addressed to the other party, or when actually received, whichever
         occurs earlier.

                                      10.

<PAGE>

         (e)      Counterparts. This Agreement may be executed by the Company
         and by the Investor in separate counterparts, each of which shall be
         deemed an original.

         (f)      Acceptance. This Agreement is not binding on the Company until
         accepted in writing by an authorized officer of the Company.

                                    (signature page follows)

                                      11.

<PAGE>

                       REDLINE PERFORMANCE PRODUCTS, INC.

                       SUPPLEMENTAL INVESTOR QUESTIONNAIRE

            All Investors must complete and sign this questionnaire.

1.       Investor Suitability Information. The following information is
necessary to determine whether the Securities represent a suitable investment
for the Investor. (Please answer the following questions.

         (a)      Name of Employer/Business:____________________________________

         (b)      Title or Position:____________________________________________

         (c)      Business Address:_____________________________________________
                  ______________________________________________________________

         (d)      How long so employed or business operated:____________________

         (e)      Prior to this investment, the undersigned has made ___________
         risk-oriented investments representing an aggregate investment of
         approximately $_______________.

         (f)      Please rank the following investment objectives in order of
         priority, using 1 to represent the most important:
                  ______Growth (seeks increase in value of investment upon
                  resale)
                  ______Income (seeks payment of income from investment)

         (g)      Please rank the following levels of risk tolerance in order of
         accuracy, using 1 to represent that which most accurately describes
         your risk tolerance:
                  ______Speculative (accepts highest risk and volatility of
                  investment)
                  ______Aggressive (accepts high risk and volatility of
                  investment)
                  ______Conservative (accepts moderate risk and volatility of
                  investment)

         (h)      Primary source of investment funds (full-time job, investment
         income, inheritance):__________________________________________________

         (i)      Approximately how many years' experience do you have investing
         in the following products?
                  ______Stocks                  ______Insurance/Annuities
                  ______Bond/UITs               ______Options
                  ______Mutual Funds            ______Commodities

         (j)      Approximate total assets (excluding primary residence):
         $________________________

         (k)      Approximate gross annual income:
                  2000 $______________(estimated)
                  1999 $______________
                  1998 $______________

         (l)      Approximate current total liabilities: $_________

         (m)      Approximate current total net worth: $___________

         (n)      Approximate current liquid net worth (cash, securities, bonds,
         etc.): $__________

                                      12.

<PAGE>

         2.       Miscellaneous.

         (a)      Manner in Which Title Is to Be Held: (initial one):

                  _____________     Individual Ownership
                  _____________     Joint Tenant with Right of Survivorship
                  _____________     Partnership
                  _____________     Tenants in Common
                        x           Corporation
                  _____________     Trust
                  _____________     IRA
                  _____________     Other (describe:___________________________)

         (b)      The Investor agrees that the Investor understands the meaning
and legal consequences of the agreements, representations and warranties
contained herein, agrees that such agreements, representations and warranties
shall survive and remain in full force and effect after the execution hereof and
payment for the Securities, and further agrees to indemnify and hold harmless
the Company and the Agent, each current and future officer, director, employee,
agent and shareholder of either of them, from and against any and all loss,
damage or liability due to, or arising out of, a breach of any agreement,
representation or warranty of the Investor contained herein.

         (c)      This Agreement shall be construed and interpreted in
accordance with Minnesota law without regard to its choice of law provisions.

         (d)      In case any provision of this Agreement shall be invalid,
illegal, or unenforceable, it shall to the extent practicable, be modified so as
to make it valid, legal and enforceable and to retain as nearly as practicable
the intent of the parties, and the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

     The undersigned hereby certifies that the foregoing information is true and
correct as of the date set forth below:

     INDIVIDUAL SIGNATURE:

     Dated: ________, 2000         ______________________________________
                                   Print Name: __________________________

                                   ______________________________________
                                   Print Name: __________________________

     ENTITY SIGNATURE:             Entity Name: Industricorp & Co Fbo 1561000091
                                                                  TC Carp Pen Pl

     Dated:  7/20/ , 2000          By: /s/ Karen McKernan /s/ D. Kevin Briggs
                                       --------------------------------------
                                       Its: Officers           Officer

                                      13.

<PAGE>

                            INDIVIDUAL SIGNATURE PAGE

         All individual Investors must complete and sign this page. If the
individual is investing through an Individual Retirement Account, then both the
individual investor and the IRA Custodian must sign this page. Total payment to
be made now is the amount on line 7. Where the Bridge Notes and Bridge Warrants
are to be held in joint tenancy or tenancy in common, BOTH PARTIES MUST SIGN AND
BOTH SOCIAL SECURITY NUMBERS SHOULD BE INDICATED.

1. Investor Name(s) (please print): _______________________________________

2. Social Security Number(s): _____________________________________________

3. Form of Ownership (e.g., individual, joint, tenants in common, community
property): ________________________________________________________________

4. Residence Address: _____________________________________________________

5. Mailing Address: _______________________________________________________

6. Home: Tel. No. (_____) _______________; Facsimile No. (_____) __________
   Business: Tel. No. (_____) ______________; Facsimile No. (_____) _______

7. Principal Amount of Bridge Note: _______________________________________

INVESTOR SIGNATURE: _________________  SECOND SIGNATURE: __________________

Date of Signature: _________________________  Date of Signature: __________

IRA CUSTODIAN SIGNATURE (If applicable)____________________________________

By (print name):____________________________
                IRA Custodian
Date: ______________________________________

ACCEPTANCE:
REDLINE PERFORMANCE PRODUCTS, INC. hereby executes this Agreement as of the date
set forth below.

By: __________________________________________
    Kent Harle, President
Dated: _______________________________________

PLEASE RETURN THIS BRIDGE LOAN AND INVESTMENT AGREEMENT AND PAYMENT TO:

Dougherty & Company LLC
4500 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: Timothy J. McDonnell

                                      14.

<PAGE>

                              ENTITY SIGNATURE PAGE

         All entity Investors must complete and sign this page. Total payment to
be made now is the amount on line 6.

1. Entity Name (please print): Industricorp & Co FBO 1561000091 - TC Carp Pen Pl

2. Employer Identification Number: 31-1250885
   (Also include Social Security Numbers if a Trust or Partnership)

3. Business (Residence) Address: 312 Central Ave Suite 508

4. Mailing Address (if different from above): _____________________________

5. Business: Tel. No. (612) 379-3222 (x 64) ; Facsimile No. (612) 379-0629

6. Principal Amount of Bridge Note: $200,000

SIGNATURE OF INVESTOR: /s/ Karen McKernan   /s/ D. Kevin Briggs
                       ----------------------------------------

By (print name):Karen McKernan    Kevin Briggs

Its: Officer                      Officer

Date: 7/20/00

ACCEPTANCE:

REDLINE PERFORMANCE PRODUCTS, INC. hereby executes this Agreement as of the date
set forth below.

By: /s/ Kent H. Harle
    -------------------------------
    Kent Harle, President

Dated: 7/21/2000

PLEASE RETURN THIS BRIDGE LOAN AND INVESTMENT AGREEMENT AND PAYMENT TO:

Dougherty & Company LLC
4500 Norwest Center
90 South Seventh Street
Minneapolis, MN 55402
Attn: Timothy J. McDonnell

                                      15.

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THIS PROMISSORY NOTE OR THE SHARES OF CAPITAL STOCK
ISSUABLE UPON CONVERSION OF THE OUTSTANDING PRINCIPAL AMOUNT OF THIS PROMISSORY
NOTE IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL PUBLIC
OFFERING OF SECURITIES OF THE COMPANY BY THE TERMS OF A LOAN AND INVESTMENT
AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE
COMPANY.

                       REDLINE PERFORMANCE PRODUCTS, INC.

             10% UNSECURED CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$200,000.00                                                        July 21, 2000
Note No.: AB-12                                                Vista, California

         FOR VALUE RECEIVED, the undersigned, Redline Performance Products,
Inc., organized and existing under the laws of the State of Minnesota, whose
mailing address is 2520 Fortune Way, Vista, California 92083, and its successors
and assigns (the "BORROWER"), for value received, hereby unconditionally
promises to pay to the order of Industricorp & Co., Inc. FBO Twin City
Carpenters Pension Plan, a Minnesota-based pension plan, having a mailing
address of 312 Central Avenue, Minneapolis, MN 55414, attention Securities
Department, and their successors and assigns (the "LENDER"), at such place as
may be designated from time to time by the Lender, the principal sum of Two
Hundred Thousand and 00/100 Dollars ($200,000.00), together with accrued
interest thereon, at the rate of ten percent (10%) per annum, at or before 5:00
p.m. Vista, California time on January 21, 2001 ("MATURITY DATE"). This
promissory note (the "BRIDGE NOTE") is being issued in connection with a
placement of Bridge Notes and warrants to purchase shares of the Borrower's
common stock (the "BRIDGE WARRANT") being conducted by the Company to raise up
to $700,000 (plus up to an additional $300,000 to meet additional demand)
pursuant to the terms of a Bridge Loan and Investment Agreement. This Bridge
Note and the Holder hereof are entitled to all the benefits provided for in the
Bridge Loan and Investment Agreement, or which are referred to therein, pursuant
to which this indebtedness was incurred and is to be repaid. The provisions of
the Bridge Loan and Investment Agreement are incorporated herein by reference
with the same force and effect as if fully set forth herein.

<PAGE>

         1.)      Payment. All outstanding principal and accrued interest on the
Bridge Note shall be due and payable on the earlier of: (i) the date six (6)
months from the date of original issuance of the Bridge Note and (ii) the date
on which the Borrower generates gross proceeds of at least $2,000,000 (the
"MINIMUM AMOUNT") from the sale of shares of the Borrower's Series A Preferred
Stock in the a proposed placement of Series A Preferred Stock intended to raise
the Minimum Amount and up to $5,000,000 (the "SERIES A FINANCING"), unless all
principal and accrued interest hereunder shall have been paid or all principal
shall have been converted in accordance with the terms of this Bridge Note. Each
of the foregoing dates is referred to in this Bridge Note as the "MATURITY DATE"
or "MATURITY". All payments under this Section shall be made by check mailed by
the Borrower to the address of the Lender set forth above. Interest on the
unpaid principal balance of this Bridge Note shall be calculated on the basis of
a 360-day year comprised of twelve 30-day months. If the Borrower is unable to
repay the Bridge Note principal and interest on or before the Maturity Date, the
Company may, in its sole discretion, extend the Maturity Date for a period of up
to ninety (90) days (the "EXTENSION PERIOD"). If the Borrower elects to extend
the Maturity Date, the Company shall issue an additional Bridge Warrant (the
"ADDITIONAL BRIDGE WARRANT") to the holder of the Bridge Note on each of the
15th, 45th and 75th day of the Extension Period if the Bridge Loan principal and
interest has not been paid as of such dates. The number of shares of Common
Stock subject to each Additional Bridge Warrant shall be equal to 25% of the
number of shares of Common Stock subject to the original Bridge Warrant issued
to the Investor. During the Extension Period, the Bridge Note shall accrue
interest at the rate of fifteen percent (15%) per annum.

         2.)      Subordination. The term "SENIOR INDEBTEDNESS" shall mean all
principal of (and premium of, if any) and unpaid interest on all indebtedness of
the Borrower, and with respect to which the Borrower is a guarantor (but
excluding indebtedness guaranteed solely for the benefit of officers, directors,
employees or consultants of the Borrower), and except as provided to the
contrary herein, regardless of whether incurred on, before or after the date of
this Bridge Note: (i) for money borrowed from any bank, insurance company, or
other lending institution regularly engaged in the business of lending money,
whether or not secured; (ii) for amounts owed to TMAG Industries, Inc. as of the
date of this Bridge Note and (iii) in connection with any deferral, renewal or
extension of any indebtedness described in (i) or (ii) above or any debentures,
notes, or other evidence of the Borrower's indebtedness issued in exchange for
indebtedness described in (i) or (ii) above. The Borrower covenants and agrees
and the Lender, by acceptance hereof, covenants, expressly for the benefit of
the present and future holders of Senior Indebtedness, that the payment of the
principal and the interest on this Bridge Note is expressly subordinated in
right of payment to the payment in full of all principal and interest of Senior
Indebtedness of the Borrower. Notwithstanding the foregoing, payment of
principal or interest may be made hereunder unless the Company is in default, or
if the making of any payment hereunder would result in a default, with respect
to the payment of amounts of any Senior Indebtedness.

         3.)      Conversion. All of the principal, but not the interest,
payable pursuant to the Bridge Note shall automatically convert into shares of
the Borrower's Series A Preferred Stock upon the sale of shares of the
Borrower's Series A Preferred Stock in the Minimum Amount. Upon conversion of
the Bridge Note the Borrower will pay to the holder all accrued interest

                                       2.

<PAGE>

thereon. Upon conversion the Lender shall surrender this Bridge Note at the
principal office of the Borrower. The conversion shall be deemed to have been
made at the close of business on the Conversion Date. No fractional shares will
be issued in connection with any conversion of this Bridge Note. In lieu of any
fractional share which would otherwise be issuable, the Borrower shall pay cash.
The price of each share of Series A Preferred Stock shall be equal to the lower
of: (i) $1.00 and (ii) 80% of the price per share of the Company's Series A
Preferred Stock sold in the Series A Financing which generates gross proceeds of
not less than the Minimum Amount. The conversion price shall be appropriately
adjusted in the event of any stock split, recapitalization or similar
transaction.

         4.)      Compliance with Securities Laws and Other Transfer
Restrictions.

         (a)      The holder of this Bridge Note, by acceptance hereof, agrees,
         represents and warrants that this Bridge Note and the Conversion Shares
         which may be issued upon exercise hereof are being acquired for
         investment, that the holder has no present intention to resell or
         otherwise dispose of all or any part of this Bridge Note or any
         Conversion Shares, and that the holder will not offer, sell or
         otherwise dispose of all or any part of this Bridge Note or any
         Conversion Shares except under circumstances which will not result in a
         violation of the Act or applicable state securities laws. The Borrower
         may condition any transfer, sale, pledge, assignment or other
         disposition on the receipt, from the party to whom this Bridge Note is
         to be so transferred or to whom Conversion Shares are to be issued or
         so transferred, of any representations and agreements requested by the
         Borrower in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon conversion of this Bridge Note, the holder
         hereof shall, if requested by the Borrower, confirm in writing holder's
         investment purpose and acceptance of the restrictions on transfer of
         the Conversion Shares, as well as any representations and agreements
         requested by the Borrower in order to permit the issuance of Conversion
         Shares to be made pursuant to exemptions from registration under
         federal and applicable state securities laws.

         (b)      If the Borrower conducts an Initial Public Offering of its
         Common Stock, the holder of the Bridge Note or any Conversion Shares
         shall not, without the prior written consent of the Borrower and the
         managing underwriter in such offering: (i) sell, transfer or otherwise
         dispose of, or agree to sell, transfer or otherwise dispose of the
         Bridge Note or Conversion Shares; (ii) sell, transfer or otherwise
         dispose of, or agree to sell, transfer or otherwise dispose of any
         right to purchase the Bridge Note or Conversion Shares; or (iii) sell
         or grant, or agree to sell or grant, options, rights or warrants with
         respect to the Bridge Note or Conversion Shares. Such restrictions
         shall be effective for a period of time equal to the period during
         which the managing underwriter imposes such transfer restrictions on
         the Borrower's officers and directors; provided, that in no event shall
         the restricted period applicable to a holder of this Bridge Note exceed
         one hundred twenty (180) days after effectiveness of the Borrower's
         registration statement filed under the Act with the Securities and
         Exchange Commission with respect to such offering.

                                       3.

<PAGE>

         (c)      In the event the holder of this Bridge Note desires to
         transfer this Bridge Note, the holder shall provide the Borrower with a
         Form of Assignment, in the form attached hereto describing the manner
         of such transfer, and an opinion of counsel (reasonably acceptable to
         the Borrower) that the proposed transfer may be effected without
         registration or qualification under applicable securities laws,
         whereupon such holder shall be entitled to transfer this Bridge Note in
         accordance with the notice delivered by such holder to the Borrower.
         If, in the opinion of the counsel referred to in this Subsection, the
         proposed transfer or disposition described in the written notice given
         may not be effected without registration or qualification of this
         Bridge Note, the Borrower shall give written notice thereof to the
         holder hereof, and such holder will limit its activities in respect to
         such proposed transfer or disposition as, in the opinion of such
         counsel, are permitted by law.

         (d)      The Borrower may place one or more restrictive legends on the
         Bridge Note or any certificates representing the Conversion Shares
         which set forth the restrictions contained herein, and may further
         place a "stop transfer" restriction in the Borrower's books and records
         with respect to the Bridge Note and any Conversion Shares. The
         restrictions set forth in this Bridge Note shall be binding upon any
         holder, donee, assignee or transferee of the Bridge Note or the
         Conversion Shares.

         5.)      Rights as Shareholder. Until one or more stock certificates
representing the of Conversion Shares issuable upon conversion of this Bridge
Note are issued (as evidenced by the appropriate entry on the books of the
Borrower or of a duly authorized transfer agent of the Borrower), no right to
vote or receive dividends or any other rights as a shareholder of the Borrower
shall exist, notwithstanding conversion of the Bridge Note. No such stock
certificates will be issued until the Bridge Note and all other documents and
information requested by the Company are delivered to the Company.

         6.)      Negative Covenant.

         (a)      The Company shall not transfer, sell, convey or otherwise
         encumber in any manner (other than to grant a license for marketing
         purposes to use one or more of the tradenames for which the Company has
         filed applications for trademark protection) the Technology Assets
         without the prior written consent of the holders of two-thirds of the
         principal dollar amount of the outstanding Bridge Notes, which dollar
         amount shall exclude any accrued interest on such outstanding Bridge
         Notes. Such consent shall not be unreasonably withheld. The negative
         covenant described in this Subsection 6(a) is referred to herein as the
         "NEGATIVE COVENANT." The intended effect of the Negative Covenant is to
         limit the Company's ability to transfer or encumber the Technology
         Assets. The Negative Covenant does not, and is not intended to, grant
         holders of Bridge Notes a security or any other interest in the
         Technology Assets.

         (b)      "TECHNOLOGY ASSETS" shall mean: (i) Patent Application
         entitled "Snowmobile Suspension," Patent Serial No. 09/502,280; (ii)
         Patent Application entitled "Snowmobile," Patent Serial No. 09/268,264;
         (iii) "Redline Snowmobiles" Trademark Application, U.S. Serial No.
         75-438,530 - Filed February 23, 1998; (iv) "Rebellion"

                                       4.

<PAGE>

         Trademark Application, U.S. Serial No. 75-807,788 - Filed September 24,
         1999; (v) "954 Revolution" Trademark Application, U.S. Serial No.
         75-808,530 - Filed September 24, 1999; (vi) "Revolt" Trademark
         Application, U.S. Serial No. 75-807,847 - Filed September 24, 1999; and
         (vii) any resultant patent or registered trademark from (i) through
         (vi) above.

         (c)      At such time as the Company determines that a transfer, sale,
         conveyance or other encumbrance of the Technology Assets is necessary
         or appropriate, the Company shall give each holder of record of
         outstanding Bridge Notes written notice ("NOTICE") of the Company's
         intention to undertake such a transfer, sale, conveyance or other
         encumbrance. The Notice shall include a general description of the
         terms of the proposed transaction and a consent form which the holder
         of the Bridge Note may use to indicate such holder's consent to the
         proposed transaction. If the holders of two-thirds of the principal
         dollar amount of outstanding Bridge Notes (excluding accrued interest
         thereon) do not consent to the proposed transaction within 30 days of
         delivery of the Notice, the Company shall not undertake the proposed
         transaction described in the Notice. Delivery of the Notice shall be to
         the most recent address included in the Company's records of holders of
         Bridge Notes.

         (d)      The Negative Covenant shall terminate with respect to each
         outstanding Bridge Note upon the earlier of: (i) the payment of the
         principal amount and accrued interest on such outstanding Bridge Note;
         (ii) the conversion of such outstanding Bridge Note into shares of the
         Company's capital stock; and (iii) the written agreement of the holders
         of all of the outstanding Bridge Notes.

         7.)      Miscellaneous Provisions.

         (a)      No amendment hereunder shall be effective unless in writing
         signed by the Borrower and the Lender and no waiver hereunder shall be
         effective unless in writing, signed by the party to be charged. Neither
         the failure on the part of the Lender in exercising any right or
         remedy, nor any single or partial exercise of any other right or
         remedy, shall operate as a waiver. The acceptance by the Lender of any
         payment hereunder which is less than payment in full of all amounts due
         and payable at the time of such payment shall not constitute a waiver
         of the right to exercise any of the options hereunder at that time or
         at any subsequent time.

         (b)      The Borrower hereby: (i) waives diligence, presentment, demand
         for payment, notice of dishonor, notice of non-payment, protest, notice
         of protest, and any and all other demands in connection with the
         delivery, acceptance, performance, default or enforcement of this
         Bridge Note, and (ii) except as provided in Section 1 of this Bridge
         Note, agrees that the Lender has, subject to the prior written request
         or approval of the Borrower, the right (but not the obligation) to
         grant any extension of time for payment of any indebtedness evidenced
         by this Bridge Note.

                                       5.

<PAGE>

         (c)      The terms and provisions hereof shall inure to the benefit of,
         and be binding upon, the respective successors and assigns of the
         Borrower and Lender. This Bridge Note shall be governed by and
         construed and enforced in accordance with the laws of the State of
         Minnesota without giving effect to such state's choice of law
         principles.

         (d)      No recourse for the payment of the principal of or any
         interest on this Bridge Note, or for any claim based hereon or
         otherwise in respect hereof, and no recourse under or upon any
         obligation, covenant or agreement of the Borrower in any Bridge Note,
         or because of the creation of any indebtedness represented thereby,
         shall be had against any incorporator, shareholder, officer or director
         as such, past, present or future, of the Borrower or of any successor
         corporation either directly or through the Borrower or any successor
         corporation, whether by virtue of any constitution, statute or rule of
         law or by the enforcement of any assessment or penalty or otherwise,
         all such liability being, by the acceptance hereof and as part of the
         consideration for the issue hereof, expressly waived and released.

         (e)      The Borrower covenants that during the period this Bridge Note
         is convertible, the Borrower will reserve from its authorized and
         unissued shares of common stock a sufficient number of shares to
         provide for the issuance of Conversion Shares upon the conversion of
         this Bridge Note, and shares of common stock upon conversion of the
         Conversion Shares. The Borrower further covenants that all Conversion
         Shares that may be issued upon the conversion of this Bridge Note will,
         upon payment and issuance, be duly authorized and issued, fully paid
         and nonassessable shares of the Borrower's common stock.

         (f)      Upon receipt by the Borrower of evidence reasonably
         satisfactory to it of the loss, theft, destruction or mutilation of
         this Bridge Note, and in case of loss, theft or destruction, of
         indemnity or security reasonably satisfactory to it, and upon
         reimbursement to the Borrower of all reasonable expenses incidental
         thereto, and upon surrender and cancellation of this Bridge Note, if
         mutilated, the Borrower will make and deliver a new Bridge Note of like
         tenor and dates as of such cancellation, in lieu of this Bridge Note.

         (g)      This Bridge Note has been issued pursuant to and is subject to
         the terms and provisions of that certain Bridge Loan and Investment
         Agreement of even date herewith between the Borrower and the Lender,
         the terms and provisions of which are incorporated herein by reference
         with the same force and effect as if fully set forth herein. To the
         extent the terms of the Bridge Note and the Bridge Loan and Investment
         Agreement are inconsistent, the terms of this Bridge Note shall
         control.

         (h)      All notices and other communications shall be by certified
         mail, return receipt requested, or by overnight delivery service to the
         address furnished to the Borrower in writing by the last holder of this
         Bridge Note who shall have furnished an address to the Borrower in
         writing. Delivery shall be deemed to have occurred on the date three
         (3)

                                       6.

<PAGE>

         days after depositing the notice in the U.S. mail or one (1) day after
         delivery of such notice to a reputable overnight delivery service.

         IN WITNESS WHEREOF, the Borrower has caused this Bridge Note to be
executed by its authorized representative, who certifies that he has all
necessary authority on behalf of the Borrower to execute this Bridge Note and
bind the Borrower to the terms hereof.

                                                 REDLINE PERFORMANCE PRODUCTS,
                                                 INC.

                                                 By: /s/ Kent Harle
                                                     ---------------------------
                                                     Kent Harle
                                                     Its: President

                                       7.

<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.

         FOR VALUE RECEIVED, the undersigned registered owner of this 10%
Unsecured Convertible Subordinated Promissory Note (the "BRIDGE NOTE") hereby
sells, assigns and transfers unto the Assignee named below all of the rights of
the undersigned under the within Bridge Note as set forth below:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE             ADDRESS            PRINCIPAL AMOUNT OF NOTE
----------------             -------            ------------------------
<S>                          <C>                <C>
</TABLE>

and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of REDLINE PERFORMANCE PRODUCTS,
INC. maintained for the purpose, with full power of substitution in the
premises. The undersigned understands that compliance with the provisions of the
Bridge Note is necessary to effect any assignment or transfer.

Dated: _____________ ___, _____           Dated: ____________ _____, _______

___________________________________       __________________________________
Signature                                 Second Signature (if necessary)

___________________________________       __________________________________
Print Name                                Print Name

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THIS SECURITY OR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS
FOLLOWING AN INITIAL PUBLIC OFFERING OF SECURITIES OF THE COMPANY BY THE TERMS
OF A BRIDGE LOAN AND INVESTMENT AGREEMENT, A COPY OF WHICH IS AVAILABLE FOR
INSPECTION AT THE OFFICES OF THE COMPANY.

Void After 5:00 p.m. Vista, California time on July 21, 2005

                               WARRANT TO PURCHASE
                             SHARES OF COMMON STOCK
                                       OF
                       REDLINE PERFORMANCE PRODUCTS, INC.

Warrant No. AB-12                                                Shares: 100,000

         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, Industricorp & Co., Inc. FBO Twin City Carpenters Pension Plan or
registered assigns, is entitled to purchase from REDLINE PERFORMANCE PRODUCTS,
INC., a Minnesota corporation (the "COMPANY"), at any time after one hundred
eighty (180) days from the date of original issuance of this warrant (the
"BRIDGE WARRANT") and prior to the time and date set forth above, One Hundred
Thousand (100,000) fully paid and nonassessable shares of $0.01 par value per
share common stock of the Company (such class of shares being referred to as the
"COMMON STOCK," and such shares of Common Stock which may be acquired upon
exercise of this Bridge Warrant being referred to as the "WARRANT SHARES"). This
Bridge Warrant is being issued in connection with a placement (the "BRIDGE
PLACEMENT") of promissory notes ("BRIDGE NOTES") and Bridge Warrants being
conducted by the Company to raise up $700,000 (plus up to an additional $300,000
to meet additional demand) and pursuant to the terms of a Bridge Loan and
Investment Agreement. This Bridge Warrant and the Holder hereof are entitled to
all the benefits provided for in the Bridge Loan and Investment Agreement, or
which are referred to therein to which this indebtedness was incurred and is to
be repaid. The provisions of the Bridge Loan and Investment Agreement are
incorporated herein by reference with the same force and effect as if fully set
forth herein.

         This Bridge Warrant is subject to the following terms and conditions:

<PAGE>

         1.)      Purchase Price. Subject to adjustment as hereinafter provided,
the purchase price of each Warrant Share shall be One and 00/100 Dollars
($1.00). The purchase price of one Warrant Share is referred to herein as the
"BRIDGE WARRANT PRICE."

         2.)      Adjustment of Bridge Warrant Price and Number of Warrant
Shares. The provisions in this Bridge Warrant relating to the Bridge Warrant
Price and the number of Warrant Shares to be issued upon exercise of this Bridge
Warrant shall be subject to adjustment from time to time as hereinafter
provided.

         (a)      Upon each adjustment of the Bridge Warrant Price, the Holder
         of this Bridge Warrant shall thereafter be entitled to purchase, at the
         Bridge Warrant Price resulting from such adjustment, the number of
         shares of Common Stock obtained by multiplying the Bridge Warrant Price
         in effect immediately prior to such adjustment by the number of shares
         of Common Stock purchasable hereto immediately prior to such adjustment
         and dividing the product thereof by the Bridge Warrant Price resulting
         from such adjustment.

         (b)      In case the Company shall at any time subdivide its
         outstanding Common Stock into a greater number of shares or declare a
         dividend payable in Common Stock, the Bridge Warrant Price in effect
         immediately prior to such subdivision shall be proportionately reduced
         and the number of shares of Common Stock purchasable pursuant to this
         Bridge Warrant shall be proportionately increased, and conversely, in
         case the Company's outstanding Common Stock shall be combined into a
         smaller number of shares, the Bridge Warrant Price in effect
         immediately prior to such combination shall be proportionately
         increased and the number of shares of Common Stock purchasable upon the
         exercise of this Bridge Warrant shall be proportionately reduced.

         (c)      If any capital reorganization or reclassification of the
         capital stock of the Company, or consolidation or merger of the Company
         with another corporation, or the sale of all or substantially all of
         its assets to another corporation shall be effected in such a way that
         holders of Common Stock shall be entitled to receive stock, securities
         or assets ("SUBSTITUTED PROPERTY") with respect to or in exchange for
         such Common Stock, then, as a condition of such reorganization,
         reclassification, consolidation, merger or sale, the Holder shall have
         the right to purchase and receive upon the basis and upon the terms and
         conditions specified in this Bridge Warrant, and in lieu of the Common
         Stock of the Company immediately theretofore purchasable and receivable
         upon the exercise of the rights represented hereby, such Substituted
         Property as would have been issued or delivered to the Holder if it had
         exercised this Bridge Warrant and had received upon exercise of this
         Bridge Warrant the Common Stock prior to such reorganization,
         reclassification, consolidation, merger, or sale. The Company shall not
         effect any such consolidation, merger, or sale, unless prior to the
         consummation thereof the successor corporation (if other than the
         Company) resulting from such consolidation or merger or the corporation
         purchasing such assets shall assume the obligation to deliver to the
         Holder such Substituted Property as, in accordance with the foregoing
         provisions, the Holder may be entitled to purchase.

                                       2.

<PAGE>

         (d)      If the Company takes any other action, or if any other event
         occurs which does not come within the scope of the provisions of
         Sections 2(b) or 2(c), but which should, in the Company's reasonable
         judgment, result in an adjustment in the Bridge Warrant Price and/or
         the number of shares subject to the Bridge Warrant in order to fairly
         protect the purchase rights of the Holder, an appropriate adjustment in
         such purchase rights shall be made by the Company.

         (e)      Upon any adjustment of the Bridge Warrant Price or the number
         of shares issuable upon of this Bridge Warrant, the Company shall give
         written notice thereof, by first-class mail, postage prepaid, addressed
         to the Holder at the address of the Holder as shown on the books of the
         Company, which notice shall state the Bridge Warrant Price resulting
         from such adjustment and the increase or decrease, if any, in the
         number of shares purchasable at such price upon the exercise of this
         Bridge Warrant, setting forth in reasonable detail the method of
         calculation and the facts upon which such calculation is based.

         3.)      No Fractional Shares. No fractional shares will be issued in
connection with any exercise of this Bridge Warrant. In lieu of any fractional
share which would otherwise be issuable, the Company shall pay cash equal to the
product of such fraction multiplied by the fair market value, as determined by
the Company's officers, of one share of Common Stock on the date of exercise.

         4.)      No Shareholder Rights. This Bridge Warrant shall not entitle
its holder to vote, receive dividends or exercise any of the rights of a
shareholder of the Company prior to exercise of this Bridge Warrant.

         5.)      Covenants of the Company. The Company covenants that during
the period this Bridge Warrant is exercisable, the Company will reserve from its
authorized and unissued shares of Common Stock a sufficient number of shares of
Common Stock to provide for the issuance of Warrant Shares upon the exercise of
this Bridge Warrant. The Company further covenants that all Warrant Shares that
may be issued upon the exercise of this Bridge Warrant will, upon payment and
issuance, be duly authorized and issued, fully paid and nonassessable shares of
Common Stock.

         6.)      Exercise of Bridge Warrant. This Bridge Warrant may be
exercised by the registered holder, in whole or in part, by the surrender of
this Bridge Warrant at the principal office of the Company, together with the
Exercise Form attached hereto duly executed, accompanied by payment in full of
the amount of the aggregate Bridge Warrant Price in cash, cashier's check or
bank draft. Upon partial exercise hereof, a new warrant or warrants containing
the same date and provisions as this Bridge Warrant shall be issued by the
Company to the registered holder for the number of Warrant Shares with respect
to which this Bridge Warrant shall not have been exercised. For each partial
exercise the holder shall purchase a minimum of five thousand (5,000) Warrant
Shares, or, if the number of Warrant Shares available for exercise under the
Bridge Warrant is less than such minimum number, the balance of the Warrant
Shares available for exercise under the Bridge Warrant. A Bridge Warrant shall
be deemed to have been

                                       3.

<PAGE>

exercised immediately prior to the close of business on the date the Company is
in receipt of this Bridge Warrant, a completed Exercise Form, all documents the
Company may reasonably request from the holder for the purpose of complying with
applicable securities and other laws, and payment for the number of Warrant
Shares being acquired upon exercise of this Bridge Warrant. The holder entitled
to receive the Warrant Shares issuable upon such exercise shall be treated for
all purposes as the holder of record of such Warrant Shares as of the close of
business on such date. After such date, the Company shall issue and deliver to
the holder or holders entitled to receive the same, a certificate or
certificates for the number of full Warrant Shares issuable upon such exercise,
together with cash in lieu of any fraction of a share, as provided above.

         7.)      Registration of Warrant Shares. The rights of the holder of
this Bridge Warrant to include Warrant Shares in a registered offering of
securities conducted by the Company are set forth in this Section 7. Upon any
closing of the Series A Placement, as such placement is described in the Bridge
Loan and Investment Agreement, the registration rights set forth in this Section
7 shall be superseded and replaced by the registration rights provided to
purchasers of shares of Series A Preferred Stock in the Series A Placement;
provided, however, that the registration rights provided to holders of Bridge
Warrants shall be on terms which are pari pasu to the registration rights
provided to purchasers of shares of Series A Preferred Stock.

         (a)      Holders of Registrable Securities, as defined below, shall
         have the demand registration rights described in this Subsection 7(a).

                  (1)      On one occasion only, after the closing of an initial
                           public offering of the Company's Common Stock
                           securities ("INITIAL PUBLIC OFFERING"), in which
                           offering the Company files a registration statement
                           under the Securities Act of 1933 (the "ACT"), upon
                           request by the holders of Registrable Securities who
                           collectively hold or have the right to purchase at
                           least 50% of the Registrable Securities, the Company
                           will promptly take all necessary steps, to register
                           or qualify the sale of Registrable Securities under
                           the Act and such state laws as such holders may
                           reasonably request; provided that (i) such request
                           must be made on or within six (6) years from the date
                           of this Warrant; (ii) the Company is only obligated
                           to register Registrable Securities if the Company is
                           eligible to use registration Form S-3, or a successor
                           form; and (iii) the Registrable Securities included
                           in any such registration has a dollar value of not
                           less than $2,000,000 as of the close of business on
                           the date on which such request was made.

                  (2)      Notwithstanding anything herein to the contrary, the
                           Company may delay filing a registration statement
                           pursuant to Subsection 7(a), and may withhold efforts
                           to cause the registration statement to become
                           effective, for a period of time not exceeding ninety
                           (90) days, if the Company determines in good faith
                           that such registration might adversely affect the
                           Company.

                                       4.

<PAGE>

                  (3)      The Company shall keep effective and maintain any
                           registration, qualification, notification or approval
                           specified in this Subsection 7(a) for such period as
                           may be necessary for the holders of the Registrable
                           Securities to dispose thereof, not to exceed ninety
                           (90) days.

         (b)      Holders of Registrable Securities shall have the incidental
         registration rights described in this Subsection 7(b).

                  (1)      If, at any time beginning on the date six (6) months
                           after the closing of an Initial Public Offering the
                           Company proposes to register the sale of any of its
                           shares of Common Stock under the Act on any
                           registration form which permits resales of securities
                           by security holders of the Company, the Company will
                           give written notice to all registered holders of
                           Registrable Securities, of its intention to do so. On
                           the written request of the registered holders of a
                           majority of the Registrable Securities received by
                           the Company within twenty (20) days after delivery by
                           the Company of any notice, the Company will act to
                           cause all such Registrable Securities, the holders of
                           which shall have requested the registration or
                           qualification thereof, to be included in such
                           registration statement proposed to be filed by the
                           Company.

                  (2)      If any such registration under Subsection 7(b) shall
                           be underwritten in whole or in part, the Company may
                           require that the Registrable Securities requested for
                           inclusion pursuant to Subsection 7(b) be included in
                           the underwriting on the same terms and conditions as
                           the securities otherwise being sold through the
                           underwriters. In the event that, in the good faith
                           judgment of the managing underwriter of such public
                           offering, the inclusion of all or any of the
                           Registrable Securities originally covered by a
                           request for registration would reduce the number of
                           shares to be offered by the Company or interfere with
                           the successful marketing of the shares of Common
                           Stock offered in the underwritten offering, the
                           number of Registrable Securities requested to be
                           included pursuant to this Section 7(b) in the
                           underwritten public offering may be reduced at the
                           discretion of such underwriter. Registrable
                           Securities which are not included in the underwritten
                           public offering shall be withheld from the market for
                           a period, not to exceed ninety (90) days, which the
                           managing underwriter reasonably determines is
                           necessary in order to effect the underwritten public
                           offering.

                  (3)      The Company shall keep effective and maintain any
                           registration, qualification, notification or approval
                           specified in this Subsection 7(b) only for such
                           period as the Company shall be obligated to maintain
                           effectiveness of the underlying registration
                           statement.

                                       5.

<PAGE>

         (c)      For purposes of Section 7, "REGISTRABLE SECURITIES" shall
         collectively mean all Warrant Shares issued or issuable upon exercise
         of Bridge Warrants sold in the Bridge Placement and all shares of the
         Company's Common Stock issued or issuable upon conversion of the
         Company's shares of Series A Preferred Stock; provided, however, that
         Registrable Securities shall not include any of the foregoing shares if
         such shares (i) have been resold in any private or public sale or (ii)
         may be resold pursuant to Rule 144(k) as provided in Subsection 7(h).

         (d)      Any costs and expenses related to any registration pursuant to
         this Section 7 shall be borne by the Company; provided, that the
         persons for whose account the Registrable Securities covered by such
         registration are sold shall bear underwriting commissions applicable to
         their Registrable, fees of their legal counsel and other fees and
         expenses customarily paid by selling shareholders in connection with
         registration rights. If the holders of Registrable Securities are the
         only persons whose shares are included in the registration pursuant to
         Subsection 7(a), such holders shall bear the expense of inclusion of
         audited financial statements in the registration statement which are
         not dated as of the Company's normal fiscal year or are not otherwise
         prepared by the Company for its own business purposes.

         (e)      From time to time the Company shall amend or supplement, at
         the Company's expense, the prospectus used in connection therewith to
         the extent necessary in order to comply with applicable law. If, after
         the registration statement becomes effective, the Company advises the
         holders of registered Registrable Securities that the Company considers
         it appropriate for the registration statement or any prospectus related
         thereto to be amended, the holders of such Registrable Securities shall
         immediately suspend any further sales of their registered Registrable
         Securities until the Company advises them that the registration
         statement or prospectus has been amended.

         (f)      The holder shall furnish in writing to the Company all
         information as may be reasonably requested by the Company or required
         under applicable securities law in connection with any registration of
         Registrable Securities including, but not limited to, the proposed
         method of sale or other disposition of the registered Registrable
         Securities and any compensation payable in connection therewith. The
         holder and the Company shall comply with the provisions of applicable
         securities law in connection with the registration of Registrable
         Securities and the disposition thereof.

         (g)      In connection with any registration statement in which the
         holder's Registrable Securities are included, (i) the holder will
         indemnify the Company, its directors and officers and each person who
         controls the Company, against any losses, claims, damages, liabilities
         and expenses resulting from any untrue or alleged untrue statement of
         material fact contained in the registration statement, prospectus or
         preliminary prospectus or any amendment thereof or supplement thereto
         or any omission or alleged omission of a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, but only to the extent that such untrue statement or
         omission is contained in or should be contained in any information
         furnished in writing by the holder, and (ii) the

                                       6.

<PAGE>

         Company will indemnify the holder, its directors and officers and each
         person who controls the holder, against losses, which shall be limited
         to the actual amount of the loss incurred on the date of the event
         which invokes the right of indemnification, resulting from any untrue
         or alleged untrue statement of material fact contained in the
         registration statement, prospectus or preliminary prospectus or any
         amendment thereof or supplement thereto or any omission or alleged
         omission of a material fact required to be stated therein or necessary
         to make the statements therein not misleading, except insofar as such
         losses are caused by any untrue statement or omission contained in
         information furnished in writing to the Company by such holder.

         (h)      The Company's obligation to include Registrable Securities in
         a registration under this Section 7 shall terminate on the earlier of:
         (i) the close of business on the date six (6) years from the date of
         original issuance of the Bridge Warrant, and (ii) the date on which, in
         the opinion of legal counsel to the Company, the particular Registrable
         Securities which the holder may request be included in such
         registration statement may be transferred or reissued without
         restriction, in compliance with the provisions of Rule 144(k) under the
         Act, or any successor provision.

         8.)      Compliance with Securities Laws and Other Transfer
Restrictions.

         (a)      The holder of this Bridge Warrant, by acceptance hereof,
         agrees, represents and warrants that this Bridge Warrant and the
         Warrant Shares which may be issued upon exercise hereof are being
         acquired for investment, that the holder has no present intention to
         resell or otherwise dispose of all or any part of this Bridge Warrant
         or any Warrant Shares, and that the holder will not offer, sell or
         otherwise dispose of all or any part of this Bridge Warrant or any
         Warrant Shares except under circumstances which will not result in a
         violation of the Act or applicable state securities laws. The Company
         may condition any transfer, sale, pledge, assignment or other
         disposition on the receipt from the party to whom this Bridge Warrant
         is to be so transferred or to whom Warrant Shares are to be issued or
         so transferred, of any representations and agreements requested by the
         Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Bridge Warrant, the holder
         hereof shall, if requested by the Company, confirm in writing holder's
         investment purpose and acceptance of the restrictions on transfer of
         the Warrant Shares, as well as any representations and agreements
         requested by the Company in order to permit the issuance of Warrant
         Shares to be made pursuant to exemptions from registration under
         federal and applicable state securities laws.

         (b)      If the Company conducts an Initial Public Offering of its
         Common Stock or undertakes to file a registration statement pursuant to
         Subsection 7(a), the holder of the Bridge Warrant or any Warrant Shares
         shall not, without the prior written consent of the Company and the
         managing underwriter in such offering: (i) sell, transfer or otherwise
         dispose of, or agree to sell, transfer or otherwise dispose of the
         Bridge Warrant or any of the Warrant Shares; (ii) sell, transfer or
         otherwise dispose of, or agree to sell, transfer or otherwise dispose
         of the Bridge Warrant or any right to purchase any of the Warrant

                                       7.

<PAGE>

         Shares; or (iii) sell or grant, or agree to sell or grant, options,
         rights or warrants with respect to the Bridge Warrant or any of the
         Warrant Shares. Such restrictions shall be effective for a period of
         time equal to the period during which the managing underwriter imposes
         such transfer restrictions on the Company's officers and directors;
         provided, that in no event shall the restricted period applicable to a
         holder of this Bridge Warrant exceed one hundred eighty (180) days
         after effectiveness of the Company's registration statement filed under
         the Act with the Securities and Exchange Commission with respect to
         such offering.

         (c)      In the event the holder of this Bridge Warrant desires to
         transfer this Bridge Warrant, the holder shall provide the Company with
         a Form of Assignment, in the form attached hereto describing the manner
         of such transfer, and an opinion of counsel (reasonably acceptable to
         the Company) that the proposed transfer may be effected without
         registration or qualification under applicable securities laws,
         whereupon such holder shall be entitled to transfer this Bridge Warrant
         in accordance with the notice delivered by such holder to the Company.
         If, in the opinion of the counsel referred to in this Section, the
         proposed transfer or disposition described in the written notice given
         may not be effected without registration or qualification of this
         Bridge Warrant, the Company shall give written notice thereof to the
         holder hereof, and such holder will limit its activities in respect to
         such proposed transfer or disposition as, in the opinion of such
         counsel, are permitted by law. The Company may place one or more
         restrictive legends on the Bridge Warrant or any certificates
         representing the Warrant Shares which set forth the restrictions
         contained herein, and may further place a "stop transfer" restriction
         in the Company's books and records with respect to the Bridge Warrant
         and any Warrant Shares. The restrictions set forth in this Bridge
         Warrant shall be binding upon any holder, donee, assignee or transferee
         of the Bridge Warrant or the Warrant Shares.

         9.)      Subdivision of Bridge Warrant. At the request of the holder of
this Bridge Warrant in connection with a transfer or exercise of a portion of
the Bridge Warrant, upon surrender of such Bridge Warrant for such purpose to
the Company, the Company will issue and exchange therefor warrants of like tenor
and date representing in the aggregate the right to purchase such number of
shares of Common Stock as shall be designated by such holder at the time of such
surrender; provided, however, that the Company's obligations to subdivide
securities under this Section shall be subject to and conditioned upon the
compliance of any such subdivision with applicable securities laws.

         10.)     Loss, Theft, Destruction or Mutilation of Bridge Warrant. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Bridge Warrant, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Bridge Warrant, if
mutilated, the Company will make and deliver a new Bridge Warrant of like tenor
and dates as of such cancellation, in lieu of this Bridge Warrant.

                                       8.

<PAGE>

         11.)     No Limitation on Corporate Action. No provisions of the Bridge
Warrant and no right or option granted or conferred hereunder shall in any way
limit, affect, or abridge the exercise by the Company of any of its corporate
rights or powers to recapitalize, amend its Articles of Incorporation,
reorganize or merge with or into another corporation, or to transfer all or any
part of its property or assets, or the exercise of any other of its corporate
rights and powers.

         12.)     Miscellaneous. This Bridge Warrant shall be governed by the
laws of the state of Minnesota without reference to such state's choice of laws
provisions. The headings in this Bridge Warrant are for purposes of convenience
and reference only, and shall not be deemed to constitute a part hereof. Neither
this Bridge Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by the Company and
the registered holder hereof. All notices and other communications from the
Company to the holder of this Bridge Warrant shall be by certified mail, return
receipt requested, or by overnight delivery service to the address furnished to
the Company in writing by the last holder of this Bridge Warrant who shall have
furnished an address to the Company in writing. Delivery shall be deemed to have
occurred on the date three (3) days after depositing the notice in the U.S. mail
or one (1) day after delivery of such notice to a reputable overnight delivery
service.

ISSUED this 21st day of July, 2000.

REDLINE PERFORMANCE PRODUCTS, INC.

By: /s/ Kent H. Harle
    ----------------------------
    Kent Harle
    Its: President

                                       9.

<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.

         FOR VALUE RECEIVED, the undersigned registered owner of this Bridge
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under the within Bridge Warrant, with respect to
the number of shares of Common Stock set forth below:

<TABLE>
<CAPTION>
NAME OF ASSIGNEE               ADDRESS               NUMBER OF SHARES
----------------               -------               ----------------
<S>                            <C>                   <C>
</TABLE>

and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of REDLINE PERFORMANCE PRODUCTS,
INC. maintained for the purpose, with full power of substitution in the
premises. The undersigned understands that compliance with the provisions of the
Bridge Warrant is necessary to effect any assignment or transfer.

Dated: _____________ ___, _____

___________________________________
Signature

___________________________________
Print Name

<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

              (To be executed only upon exercise of Bridge Warrant)

         The undersigned registered owner of this Bridge Warrant irrevocably
exercises this Bridge Warrant for and purchases _____________________________ of
the number of shares of Common Stock of REDLINE PERFORMANCE PRODUCTS, INC.
purchasable with this Bridge Warrant, and herewith makes payment therefor, all
at the price and on the terms and conditions specified in this Bridge Warrant.

         The undersigned agrees to deliver a completed and executed
subscription, investment or similar document requested by the Company in
connection with the purchase of shares of Common Stock upon exercise of this
Bridge Warrant.

Dated: __________________ ___, _____

_______________________________________
Signature of Registered Owner

_______________________________________
Street Address

_______________________________________
City, State, Zip Code

_______________________________________
IRS Identification Number