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                                                                    Exhibit 10.7
                              CORRECTED AND AMENDED
                        SETTLEMENT AND RELEASE AGREEMENT

         THIS CORRECTED AND AMENDED SETTLEMENT AND RELEASE AGREEMENT (the
"AGREEMENT") is made and entered into effective as of the 16th day of October,
2002, by and among REDLINE PERFORMANCE PRODUCTS, INC., a Minnesota corporation
having its principal place of business in Vista, California ("REDLINE"), Bill
Savage, a resident of the State of California ("SAVAGE") and The Savage Family
1995 Trust, a trust organized under the laws of the State of California (the
"TRUST").

                                    RECITALS

         WHEREAS, the parties to this agreement previously entered into a
Settlement and Release Agreement effective as of the effective date of this
Agreement, such prior agreement included errors and the parties hereby seek to
correct such errors;

         WHEREAS, Redline and Savage are parties to an Employment Agreement
dated July 31, 2000 (the "EMPLOYMENT AGREEMENT") pursuant to which Savage is
owed accrued but unpaid wages through August 1, 2002;

         WHEREAS, Redline, Savage and the Trust are parties to a Lease of
Equipment dated April 3, 2000 (the "EQUIPMENT LEASE") pursuant to which Redline
owes Savage and the Trust rent and other sums as of October 16, 2002;

         WHEREAS, Redline, Savage and the Trust are parties to a Lease of Real
Property for premises located at 2520 Fortune Way, Vista CA dated July 31, 2000
(the "PROPERTY LEASE") pursuant to which Redline owes Savage and the Trust
accrued but unpaid rent as of October 16, 2002;

         WHEREAS, the parties hereto are parties to a Settlement Agreement dated
August 2, 2002 and any amendments or extensions thereto (the "PRIOR AGREEMENT"),
which agreement shall be superceded and replaced in its entirety by this
Agreement; and

         WHEREAS, the parties desire to fully and finally settle and resolve
their disagreements regarding the matters set forth herein, without admission of
liability on the part of any party and to release each party from all
liabilities, whether past, present or future, that may have arisen, or might
arise in the future, regarding the matters set forth herein.

         NOW, THEREFORE, in consideration of the foregoing and for good and
valuable consideration, including the covenants and promises in this Agreement,
the receipt, adequacy and sufficiency of which are acknowledged, the parties
hereby agree as follows:

                                    AGREEMENT

         1.       Incorporation of Recital. The foregoing preambles and
recitations are incorporated into and made a part of this Agreement.

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         2.       Termination of Prior Agreement. The parties hereto hereby
terminate the Prior Agreement, which shall hereafter be of no further force and
effect.

         3.       Authority. Each party to this Agreement represents and
warrants that it has full authority to execute and enter into this Agreement,
and further represents and warrants that it has not assigned or transferred to
any third party any claim or right of set-off that might be covered by the
provisions of this Agreement.

         4.       Payment by Redline. Immediately upon execution of this
Agreement, Redline shall pay to Savage $53,000, of which $50,000 will be in the
form of a check. Savage and the Trust acknowledge prior receipt of $3,000, which
amount is represented by the value of a Snap-On Tool Box and TIG Welder.

         5.       Payment by Kent Harle. Savage and the Trust previously agreed
to sell to Kent Harle and Chris Rodewald a total of 750,000 shares (250,000
shares after giving effect to Redline's 1-for-3 reverse stock split effected
July 12, 2002) of Redline common stock owned by Savage and the Trust. Savage and
the Trust also acknowledge receipt of $47,000 from Kent Harle or Chris Rodewald
in payment for such shares, which amount was received prior to the date of this
Agreement and pursuant to the Prior Agreement. Redline, Chris Rodewald and Kent
Harle represent and warrant that the 750,000 pre-split (250,000 post-split)
shares acquired by Kent Harle and Chris Rodewald shall be cancelled immediately
upon transfer to comply with the requirement of GunnAllen Financial, Inc. in a
Letter of Intent dated July 12, 2002 that the founders of Redline collectively
cancel 1,100,000 shares of pre-split Redline common stock.

         6.       Termination of Accrued Wages. Immediately upon execution of
this Agreement, all amounts owed to Savage in the form of accrued, but unpaid
salary through August 1, 2002 shall terminate. Redline shall pay Savage the
compensation due under the Employment Agreement from August 2, 2002 for the
duration of the Employment Agreement.

         7.       Amendment to Employment Agreement. Immediately upon execution
of this Agreement, Redline and Savage shall execute and deliver Amendment #1 to
the Employment Agreement, in the form attached hereto as ATTACHMENT A and
incorporated herein by reference.

         8.       Termination of Equipment Lease. Redline and the Trust hereby
terminate the Equipment Lease. Savage and the Trust hereby release Redline, its
directors, officers, employees and agents from any liability related to the
Equipment Lease, including but not limited to unpaid rents and other obligations
under the Equipment Lease.

         9.       Termination of Property Lease. The Trust and Redline hereby
terminate the Property Lease. Savage and the Trust hereby release Redline, its
directors, officers, employees and agents from any liability related to the
Property Lease, including but not limited to unpaid rents and other obligations
under the Property Lease.

         10.      Transfer of Shares of Redline Stock.

                           (a)      The Trust shall sell and transfer to Kent
                  Harle and Chris Rodewald, an aggregate total of 750,000 shares
                  of Redline common stock (which equates to 250,000 shares after
                  giving effect on July 12, 2002 to the 1-for-3

                                       2.

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                  reverse stock split) owned by the Trust. Immediately upon
                  execution of this Agreement the Trust shall execute and
                  deliver the attached Assignment Agreement and Stock Power
                  incorporated herein by reference as ATTACHMENT B.

                           (b)      The Trust shall transfer to Redline, an
                  aggregate total of 43,958 shares of Redline common stock
                  (which equates to 14,653 shares after giving effect on July
                  12, 2002 to the 1-for-3 reverse stock split) owned by the
                  Trust to carry out prior obligations of Savage and the Trust
                  to transfer founders' shares to certain investors in Redline's
                  bridge financing which commenced in September 2001.
                  Immediately upon execution of this Agreement the Trust shall
                  execute and deliver the attached Assignment Agreement and
                  Stock Power incorporated herein by reference as ATTACHMENT
                  B-1. Savage and the Trust shall have no future obligation to
                  transfer shares in connection with the founders' transfer of
                  shares in such bridge financing.

                           (c)      The Trust and Savage represent and warrant
                  that they have obtained all information about Redline as they
                  believe relevant to the decision to sell the shares. The Trust
                  and Savage have also had the opportunity to ask questions of,
                  and to receive answers from, Redline or an agent or a
                  representative of Redline concerning the terms and conditions
                  of the sale of the shares and the business and affairs of
                  Redline and to obtain any additional information necessary to
                  verify such information, and they have received such
                  information concerning Redline as they consider necessary or
                  advisable in order to form a decision concerning a sale of
                  shares to Redline.

         11.      Lockup Agreement. Immediately upon execution of this
Agreement, Savage and the Trust shall execute and deliver a lockup agreement, in
the form attached hereto as ATTACHMENT C and incorporated herein by reference,
which requirement relates to Redline's proposed future financing, which is on
the same terms as required to be executed by each Redline security holder.

         12.      Dilution. Redline shall not take any action specifically
designed to dilute Savage's and/or the Trust's beneficial ownership interest in
Redline, provided that (a) Savage and the Trust acknowledge and agree that
Redline will likely issue additional securities to purchasers in the future for
financing, acquisition and other purposes, all of which transactions will result
in dilution to the beneficial holdings of Savage and/or the Trust, and (b) this
Section 12 does not provide, and shall not be interpreted to provide, Savage or
the Trust with any preemptive or similar right.

         13.      Release by Redline. Subject to the completion of all acts and
undertakings required by this Agreement, Redline and each of its officers,
directors, shareholders, agents and employees, and their respective executors,
heirs, administrators, personal representatives, successors, and assigns, for
good and valuable consideration do hereby remise, release and forever discharge
Savage and the Trust, and each of their trustees, beneficiaries, agents,
employees and other affiliates, and their respective executors, heirs,
administrators, personal representatives, successors and assigns, from any and
all claims, debts, liabilities, demands, liens (whether actual or asserted),
obligations, costs, expenses, attorneys' fees, actions, and causes of

                                       3.

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action arising out of: (a) the failure of Savage to provide services to Redline
under the Employment Agreement through August 1, 2002; (b) the Equipment Lease;
(c) the Property Lease; (d) the transfer of Redline Stock referenced in Section
10 hereof; and (e) the Prior Agreement.

         14.      Release by Savage and the Trust. Subject to the completion of
all acts and undertakings required by this Agreement, Savage and the Trust, and
each of their trustees, beneficiaries, agents, employees, and other affiliates,
and their respective executors, heirs, administrators, personal representatives,
successors, and assigns, for good and valuable consideration do hereby remise,
release and forever discharge Redline and each of its officers, directors,
shareholders, agents, employees, and other affiliates, and their respective
executors, heirs, administrators, personal representatives, successors and
assigns, from any and all claims, debts, liabilities, demands, liens (whether
actual or asserted), obligations, costs, expenses, attorneys' fees, actions, and
causes of action arising out of: (a) Redline's failure to pay salary, wages or
other compensation owed to Savage under the Employment Agreement through August
1, 2002; (b) the Equipment Lease; (c) the Property Lease; KH BMS CR

         15.      Miscellaneous Provisions.

                  (a)      The failure to enforce or to require the performance
         at any time of any of the provisions of this Agreement shall in no way
         be construed to be a waiver of such provisions and shall not affect the
         validity of this Agreement or any part hereof or the right of any party
         thereafter to enforce each and every provision in accordance with the
         terms of this Agreement.

                  (b)      This Agreement constitutes and contains the entire
         Agreement between the parties concerning the subject matter of this
         Agreement, and supersedes any and all prior negotiations, proposed
         agreements or understandings, if any, between the parties concerning
         the subject matter or any of the terms of this Agreement.

                  (c)      This Agreement shall in no way affect any of the
         remaining shares of Redline common stock currently owned by Savage
         and/or the Trust. All remaining shares of Redline common stock owned by
         Savage or the Trust not already in the possession of Savage or the
         Trust shall be delivered to Savage promptly after execution of this
         Agreement pursuant to the documents related to such shares.

                  (d)      No amendment, interpretation, waiver or termination
         of any of the provisions of this Agreement shall be effective unless
         made in writing and signed by the parties to this Agreement.

                  (e)      Each of the parties agree that this Agreement shall
         be binding on each of the parties and signatories hereto, as well as on
         any other related party or person identified in Sections 13 and 14
         herein. The rights and obligations provided for in this Agreement shall
         continue to inure to the benefit of, or be imposed upon, any successor,
         heir, or assign of any party.

                                       4.

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                  (f)      This Agreement shall be governed and construed in
         accordance with the laws of the State of Minnesota, without regard to
         such state's choice or conflict of laws provisions.

                  (g)      This Agreement may be executed in counterparts, each
         of which shall be deemed an original, all of which together shall be
         deemed one Agreement. Facsimile signatures shall be deemed accepted and
         enforceable as originals.

                  (h)      Any provision of this Agreement which is prohibited
         or unenforceable shall be ineffective to the extent of such prohibition
         or unenforceability without invalidating the remaining provisions of
         this Agreement.

                  (i)      Each party to this Agreement represents and warrants
         that each has had the advice of counsel of its own choosing in the
         preparation of this Agreement, that each has read this Agreement, that
         each has had this Agreement fully explained by counsel of its own
         choosing, that each has had necessary disclosure of relevant facts and
         issues concerning the execution of this Agreement, that the signatory
         for each is competent and authorized to sign this Agreement, and that
         each is fully aware of the contents and legal effect of this Agreement
         and the execution of this Agreement by the party.

                           (j)      REDLINE SHALL DELIVER TO BILL SAVAGE ALL THE
                  STOCK CERTIFICATES REPRESENTING THE BALANCE OF SHARES OWNED IN
                  THE NAME OF BILL SAVAGE OR THE SAVAGE FAMILY TRUST ON OR
                  BEFORE FRIDAY DECEMBER 20, 2002, OR THIS AGREEMENT WILL BECOME
                  NULL AND VOID.
                           BMS KH CR

                                       5.

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         IN WITNESS WHEREOF, the parties hereto have executed this Settlement
and Release Agreement effective as of the date first written above.

REDLINE PERFORMANCE PRODUCTS, INC.           BILL SAVAGE,
a Minnesota corporation                      a California resident

By: /s/ Kent Harle                           /s/ Bill M. Savage
    --------------------------               -----------------------------------
   Its: CEO                                  Bill Savage, An Individual

KENT HARLE (as to Section 5)                 CHRIS RODEWALD (as to Section 5)
a California resident                        a California resident

/s/ Kent Harle                               /s/ Chris Rodewald
------------------------------               -----------------------------------
Kent Harle, An Individual                    Chris Rodewald, An Individual

THE SAVAGE FAMILY 1995 TRUST,
a trust organized under the laws of the State of California

/s/ William M. Savage
------------------------------
William M. Savage, Trustee

______________________________
Dianne V. Savage, Trustee

                                       6.