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                                                                    Exhibit 10.1

                       REDLINE PERFORMANCE PRODUCTS, INC.
                             2000 STOCK OPTION PLAN


       1.) Purposes.

       The principal purposes of the Redline Performance Products, Inc. (the
"Corporation") 2000 Stock Option Plan (the "Plan") are: (a) to improve
individual performance by providing long-term incentives and rewards to certain
employees, directors and/or consultants of the Corporation; (b) to assist the
Corporation in attracting, retaining and motivating certain employees, directors
and/or consultants with experience and ability; and (c) to align the interests
of such persons with those of the Corporation's shareholders.

       Options granted under this Plan may either be Incentive Stock Options
qualified under Section 422 of the Code or Non-Qualified Stock Options.

       2.) Definitions.

       For purposes of this Plan, the following terms shall have the meanings
indicated below:

       (a) "Capital Stock" - any of the Corporation's authorized but unissued
       shares of voting common stock, $0.01 designation.

       (b) "Code" - the Internal Revenue Code of 1986, as amended from time to
       time.

       (c) "Committee" - a committee consisting solely of not less than two
       members of the Board of Directors of the Corporation who are
       "Non-Employee Directors" within the meaning of and to the extent required
       by the general rules and regulations promulgated pursuant to Section 16
       of the Exchange Act (the "Section 16 Regulations"). The term "Committee"
       shall refer to the Board of Directors of the Corporation during such
       times as no committee is appointed by the Board of Directors

       (d) "Corporation" - Redline Performance Products, Inc., a Minnesota
       corporation, and any of its Subsidiaries or its Parent.

       (e) "Exchange Act" - the Securities Exchange Act of 1934, as amended.

       (f) "Fair Market Value" - the price per share determined as follows: (a)
       if the security is listed for trading on one or more national securities
       exchanges or is quoted on the NASDAQ National Market System, the reported
       last sales price on such principal exchange or system on the date in
       question (if such security shall not have been traded on such principal
       exchange on such date, the reported last sales price on such principal
       exchange on the first day prior thereto on which such security was so
       traded); or (b) if the security is not listed for trading on a national
       securities exchange and is not quoted on the NASDAQ National Market
       System but is quoted on the NASDAQ Small Cap System or is otherwise
       traded in the over-the-counter market, the mean of the highest and lowest
       bid prices for such security on the date in question (if there are no
       such bid prices for such



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       security on such date, the mean of the highest and lowest bid prices on
       the first day prior thereto on which such prices existed); or (c) if
       neither (a) nor (b) is applicable, by any means deemed fair and
       reasonable by the Committee (as defined above), which determination shall
       be final and binding on all parties.

       (g) "Incentive Stock Option" - an option defined in Section 422 of the
       Code to purchase shares of the Capital Stock of the Corporation.
       Incentive Stock Options granted hereunder are intended to qualify as
       "incentive stock options" under the Code. If any provision of this Plan
       is susceptible to more than one interpretation, such interpretation shall
       be given thereto as is consistent with the Incentive Stock Options
       granted under this Plan being treated as incentive stock options under
       the Code.

       (h) "Non-Qualified Stock Option" - an option to purchase Capital Stock of
       the Corporation not intended to qualify as an Incentive Stock Option as
       defined in Section 422 of the Code.

       (i) "Option" - the term shall refer to either an Incentive Stock Option
       or a Non-Qualified Stock Option.

       (j) "Option Agreement" - a written agreement pursuant to which the
       Corporation grants an option to an Optionee and sets the terms and
       conditions of the Option.

       (k) "Option Date" - the date upon which an Option Agreement for an Option
       granted pursuant to this Plan is duly executed by or on behalf of the
       Corporation.

       (l) "Option Stock" - the voting common stock of the Corporation (subject
       to adjustment as described in Section 8) reserved for Options pursuant to
       this Plan, or any other class of stock of the Corporation which may be
       substituted therefor by exchange, stock split or otherwise.

       (m) "Optionee" - an officer, management level employee, other employee,
       consultant, or director of the Corporation or one of its Subsidiaries to
       whom an option has been granted under the Plan.

       (n) "Plan" - this Redline Performance Products, Inc. 2000 Stock Option
       Plan, as amended hereafter from time to time.

       (o) A "Subsidiary" - any corporation in an unbroken chain of corporations
       beginning with the Corporation, if, at the time of granting the option,
       each of the corporations other than the last corporation in the chain
       owns stock possessing more than fifty percent (50%) of the total combined
       voting power of all classes of stock in one of the other corporations in
       such chain. The term shall include any subsidiaries which become such
       after adoption of this Plan.

       (p) A "Parent" - a corporation that directly, or indirectly through
       related corporations, owns more than fifty percent (50%) of the voting
       power of the shares entitled to vote for




                                       2.
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       directors of the Corporation. The term shall include a corporation which
       becomes such after adoption of this Plan.

       (q) "Securities Act" - the Securities Act of 1933, as amended.

       3.) Option Stock Available Under Plan.

       The Corporation's authorized Capital Stock in an amount equal to One
Million (1,000,000) shares is hereby made available, and shall be reserved for
issuance under this Plan. The aggregate number of shares available under this
Plan shall be subject to adjustment on the occurrence of any of the events and
in the manner set forth in Section 8. Except as provided in Section 8, in no
event shall the number of shares reserved be reduced below the number of shares
issuable upon exercise of outstanding Options. If an Option shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares, shall (unless the Plan shall have been terminated) become available for
other Options under the Plan.

       4.) Administration.

       The Plan shall be administered by the Committee. The Corporation shall
grant Options pursuant to the Plan upon determinations of the Committee as to
which of the eligible persons shall be granted Options, the number of shares to
be optioned and the term during which any such Options may be exercised. The
Committee may from time to time adopt rules and regulations for carrying out the
Plan and shall have authority and discretion to interpret and construe any
provision of the Plan. Each determination, interpretation or other action made
or taken by the Committee pursuant to the provisions of the Plan shall be final
and conclusive. No member of the Committee will be liable for any action or
determination made in good faith with respect to the Plan or any Option granted
under the Plan.

       5.) Eligibility for Incentive Stock Options.

       Incentive Stock Options may only be granted to an officer, management
level employee or other employee of the Corporation or any of its Subsidiaries.
A director of the Corporation who is not also an employee shall not be eligible
to receive an Incentive Stock Option. In selecting the employees to whom
Incentive Stock Options shall be granted, as well as determining the number of
shares subject to each Option, the Committee shall take into consideration such
factors as it deems relevant in connection with accomplishing the purposes of
the Plan.

       (a) For any calendar year, the aggregate Fair Market Value (determined at
       the Option Date) of the stock with respect to which any Incentive Stock
       Options are exercisable for the first time by any individual employee
       (under all Incentive Stock Option plans of the Corporation, the Parent,
       and all Subsidiary corporations) shall not exceed $100,000 (or such other
       amount as may be prescribed by the Code from time to time).

       (b) Subject to the provisions of Section 3, an employee who has been
       granted an Option may, if he or she is otherwise eligible, be granted an
       additional Option or Options if the Committee shall so determine.



                                       3.
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       (c) No Incentive Stock Option may be granted under this Plan later than
       the expiration of ten (10) years from the effective date of the Plan.

       (d) To the extent that the aggregate Fair Market Value (determined as of
       the date an Incentive Stock Option is granted) of the shares of Option
       Stock with respect to which the Incentive Stock Options are exercisable
       for the first time by a recipient during any calendar year (under the
       Plan and any other incentive stock option plans of the Corporation or any
       Subsidiary or Parent) exceeds $100,000 (or such other amount as may be
       prescribed by the Code from time to time), such excess Options will be
       treated as Non-Qualified Stock Options. The determination will be made by
       taking Incentive Stock Options into account in the order in which they
       were granted. If such excess only applies to a portion of an Incentive
       Stock Option, the Committee, in its discretion, will designate which
       shares will be treated as shares to be acquired upon exercise of an
       Incentive Stock Option.

       6.) Eligibility for Non-Qualified Stock Options.

       Non-Qualified Stock Options may be granted only to an officer, director,
management level employee, other employee or consultant of the Corporation or a
Subsidiary. No further restrictions are placed on the Committee in determining
eligibility for granting Non-Qualified Stock Options.

       7.) Terms and Conditions of Options.

       Whenever the Committee shall designate an Optionee, it shall communicate
to the Secretary of the Corporation the name of the Optionee, the number of
shares to be optioned and such other terms and conditions as it shall determine,
not inconsistent with the provisions of this Plan. The President or other
officer of the Corporation shall then enter into an Option Agreement with the
Optionee, complying with and subject to the following terms and conditions and
setting forth such other terms and conditions of the Option as determined by the
Committee:

       (a) Number of Shares and Option Price.

       The Option Agreement shall state the total number of shares to which it
       pertains. The price of Option Stock for an Incentive Stock Option, shall
       be not less than one hundred percent (100%) of the Fair Market Value of
       the Option Stock at the Option Date. The price of the Option Stock for a
       Non-Qualified Stock Option shall be determined by the Committee and may
       be less than the Fair Market Value at the Option Date. In the event an
       Incentive Stock Option is granted to an employee, who, at the Option
       Date, owns more than ten percent (10%) of the total combined voting power
       of all classes of the Corporation's stock then outstanding, the price of
       the shares of common stock which will be covered by such Option shall be
       at least one hundred ten percent (110%) of the Fair Market Value of the
       common stock at the Option Date. The Option price shall be subject to
       adjustment as provided in Section 8 hereof.



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       (b) Time and Manner of Exercise of Option.

       The vesting and time of exercise of each Option shall be determined from
       time to time by the Committee and shall be set forth in the Option
       Agreement with each Optionee. Notwithstanding the foregoing, no option
       may be exercised after ten (10) years from the date on which the option
       was granted; provided that no incentive stock option granted to a 10%
       Holder may be exercised after five (5) years from the date on which it
       was granted.

       (c) Termination of Employment, Except Death or Disability.

       In the event that an employee or director Optionee shall cease to be
       employed by the Corporation for any reason other than his or her death,
       disability or "for cause," such Optionee shall have the right to exercise
       any vested outstanding Options which were exercisable at the time of
       termination of employment at any time within three (3) months after the
       termination of the employee or until the earlier date of termination
       thereof under this Plan or the Option Agreement, unless otherwise set
       forth in the Option Agreement. Any vested Options not exercised within
       the three (3) month period shall terminate at the expiration of such
       period, unless otherwise set forth in the Option Agreement. In the event
       that a consultant Optionee shall cease to be engaged by the Corporation
       for any reason, all Options held by such Optionee shall immediately
       terminate, unless otherwise set forth in the Option Agreement. In the
       event that an employee Optionee shall be terminated "for cause" including
       but not limited to: (i) willful breach of any agreement entered into with
       the Corporation; (ii) misappropriation of the Corporation's property,
       fraud, embezzlement, breach of fiduciary duty, other acts of dishonesty
       against the Corporation; or (iii) conviction of any felony or crime
       involving moral turpitude, the Option shall terminate as of the date of
       the Optionee's termination of employment.

       (d) Death or Disability of Optionee.

       If an employee Optionee shall die or become disabled within the
       definition of Section 22(e)(3) of the Code: (i) while in the employ of
       the Corporation or any Subsidiary or (ii) while any Options remain
       exercisable pursuant to paragraph (c) of this section after the
       termination of his or her employment with the Corporation or any
       Subsidiary as provided in paragraph (c) of this section (other than "for
       cause"), and in either case shall not have fully exercised his or her
       vested Options, any vested Options granted pursuant to the Plan which
       were exercisable at the date of termination of employment shall be
       exercisable only within six (6) months following his or her death or date
       of disability or until the earlier originally stated expiration thereof,
       unless otherwise set forth in the Option Agreement. In the case of death,
       such Option shall be exercised pursuant to subparagraph (e) of this
       Section by the person or persons to whom the Optionee's rights under the
       Option shall pass by the Optionee's will or by the laws of descent and
       distribution, and only to the extent that such Options were exercisable
       at the time of death.

       (e) Transfer of Option.Each Incentive Stock Option granted hereunder
       shall not be transferable by the Optionee other than by will or by the
       laws of descent and distribution,




                                       5.
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       and shall be, during the Optionee's lifetime, exercisable only by the
       Optionee or Optionee's guardian or legal representative. Each
       Non-Qualified Stock Option granted hereunder may be transferred by the
       Optionee to a member of the Optionee's immediate family, to a trust
       established for the benefit of the Optionee or a member of the Optionee's
       immediate family, or to a charitable non-profit organization. Except as
       permitted by the preceding sentences, each Option granted under the Plan
       and the rights and privilege thereby conferred shall not be transferred,
       assigned or pledged in any way (whether by operation of law or
       otherwise), and shall not be subject to execution, attachment or similar
       process. Upon any attempt to so transfer, assign, pledge or otherwise
       dispose of the Option, or of any right or privilege conferred thereby,
       contrary to the provisions of the Option or the Plan, or upon levy of any
       attachment or similar process upon such rights and privileges, the
       Option, and such rights and privileges, shall immediately become null and
       void. A transfer of Non-Qualified Stock Options under the terms of the
       Plan may result in the termination of the Company's eligibility to
       register option stock under the Securities Act and Optionees should make
       inquiry as to eligibility for registration prior to exercising any
       Option.

       (f) Manner of Exercise of Options.

       An Option may be exercised, in whole or in part, at such time or times
       and with such rights with respect to such shares which have accrued and
       are in effect. Such Option shall be exercisable only by: (i) written
       notice to the Corporation of intent to exercise the Option with respect
       to a specified number of shares of stock; (ii) tendering the original
       Option Agreement to the Corporation; and (iii) payment to the Corporation
       of the amount of the Option purchase price for the number of shares of
       stock with respect to which the Option is then exercised. Payment of the
       Option purchase price may be made in cash (including certified check,
       bank draft or postal or express money order), or by any other method of
       payment which the Committee shall approve and, in the case of an
       Incentive Stock Option, which shall not be inconsistent with the
       provisions of Section 422 of the Code; provided, however, that there
       shall be no such exercise at any one time as to fewer than One Hundred
       (100) shares (or such lesser number of shares as the Committee may from
       time to time determine in its discretion) or all of the remaining shares
       then purchasable by the Optionee or person exercising the Option. When
       shares of stock are issued to the Optionee pursuant to the exercise of an
       Option, the fact of such issuance shall be noted on the Option Agreement
       by the Corporation before the Option Agreement is returned to the
       Optionee. When all shares of Optioned stock covered by the Option
       Agreement have been issued to the Optionee, or the Option shall expire,
       the Option Agreement shall be canceled and retained by the Corporation.

       (g) Option Certificate.

       The Board of Directors shall have discretion to issue a certificate
       representing an Option granted pursuant to this Plan. Such certificate
       shall be surrendered to the Corporation upon exercise of the Option.



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       (h) Delivery of Certificate.

       Except where shares are held for unpaid withholding taxes, between
       fifteen (15) and thirty (30) days after receipt of the written notice and
       payment specified above, the Corporation shall deliver to the Optionee
       certificates for the number of shares with respect to which the Option
       has been exercised, issued in the Optionee's name; provided, however,
       that such delivery shall be deemed effected for all purposes when the
       Corporation, or the stock transfer agent for the Corporation, shall have
       deposited such certificates in the United States mail, postage prepaid,
       addressed to the Optionee and the address specified in the written notice
       of exercise.

       (i) Other Provisions.

       The Option Agreements under this Section shall contain such other
       provisions as the Committee shall deem advisable.

       8.) Adjustments.

       In the event that the outstanding shares of the common stock of the
Corporation are changed into or exchanged for a different number or kind of
shares or other securities of the Company or of another corporation by reason of
any reorganization, merger, consolidation, recapitalization, reclassification,
stock split-up, combination of shares or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which Options may be granted under the Plan and as to which outstanding Options
or portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the participant shall be maintained as before the
occurrence of such event; such adjustment in outstanding Options shall be made
without change in the total price applicable to the unexercised portion of such
Options and with a corresponding adjustment in the Option Price per share. No
such adjustment shall be made which shall, within the meaning of any applicable
sections of the Code, constitute a modification, extension or renewal of an
Option or a grant of additional benefits to a participant.

       If the Corporation is a party to a merger, consolidation, reorganization
or similar corporate transaction and if, as a result of that transaction, its
shares of common stock are exchanged for: (i) other securities of the
Corporation or (ii) securities of another corporation which has assumed the
outstanding options under the Plan or has substituted for such Options its own
Options, then each Optionee shall be entitled (subject to the conditions stated
herein or in such substituted Options, if any), in respect of that Optionee's
Options, to purchase that amount of such other securities of the Corporation or
of such other corporation as is sufficient to ensure that the value of the
Optionee's Options immediately before the corporate transaction is equivalent to
the value of such Options immediately after the transaction, taking into account
the Option Price of the Option before such transaction, the fair market value
per share of the common stock immediately before such transaction and the fair
market value immediately after the transaction, of the securities then subject
to that Option (or to the option substituted for that Option, if any). Upon the
happening of any such corporate transaction, the class and aggregate




                                       7.
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number of shares subject to the Plan which have been heretofore or may be
hereafter granted under the Plan shall be appropriately adjusted to reflect the
events specified in this clause.

       9.) Change in Control.

       (a) Change in Control.

       For purposes of this Section 9(a), a "Change in Control" of the
       Corporation will mean (i) the sale, lease, exchange or other transfer of
       substantially all of the assets of the Corporation (in one transaction or
       in a series of related transactions) to a person or entity that is not
       controlled, directly or indirectly, by the Corporation, (ii) a merger or
       consolidation to which the Corporation is a party if the stockholders of
       the Corporation immediately prior to effective date of such merger or
       consolidation do not have "beneficial ownership" (as defined in Rule
       13d-3 under the Exchange Act) immediately following the effective date of
       such merger or consolidation of more than 80% of the combined voting
       power of the surviving corporation's outstanding securities ordinarily
       having the right to vote at elections of directors, or (iii) a change in
       control of the Corporation of a nature that would be required to be
       reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or
       not the Corporation is then subject to such reporting requirements,
       including, without limitation, such time as (1) any person becomes, after
       the effective date of the Plan, the "beneficial owner" (as defined in
       Rule 13d-3 under the Exchange Act), directly or indirectly, of 40% or
       more of the combined voting power of the Corporation's outstanding
       securities ordinarily having the right to vote at elections of directors,
       or (2) individuals who constitute the Board of Directors on the effective
       date of the Plan cease for any reason to constitute at least a majority
       of the Board, provided that any person becoming a director subsequent to
       the effective date of the Plan whose election, or nomination for election
       by the Corporation's stockholders, was approved by a vote of at least a
       majority of the directors comprising the Board on the effective date of
       the Plan will, for purposes of this clause (2), be considered as though
       such persons were a member of the Board of Directors on the effective
       date of the Plan.

       (b) Acceleration of Vesting.

       Without limiting the authority of the Committee under Section 4 of the
       Plan, if a Change in Control of the Corporation occurs, then, if approved
       by the Committee in its sole discretion either in an agreement evidencing
       an Option grant at the time of grant or at any time after the grant of an
       Option, all Options will become immediately exercisable in full and will
       remain exercisable in accordance with the terms of the Plan; provided,
       however, that a recipient of Incentive Stock Options may elect that such
       acceleration of vesting not apply with respect to some or all of the
       Incentive Stock Options granted to him by so notifying the Committee in
       writing within three (3) business days of being notified of the
       Committee's actions pursuant to this Section 9(b).



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       (c) Cash Payment for Options.

       If a Change in Control of the Corporation occurs, then the Committee in
       its sole discretion either in an agreement evidencing an Option grant at
       the time of grant or at any time after the grant of an Option, and
       without the consent of any Option recipient effected thereby, may
       determine that some or all recipients holding outstanding Options will
       receive, with respect to and in lieu of some or all of the shares of
       Option Stock, as of the effective date of any such Change in Control of
       the Corporation, cash in an amount equal to the excess of the Fair Market
       Value of such shares either immediately prior to the effective date of
       such Change in Control of the Corporation or, if greater, determined on
       the basis of the amount paid as consideration by the other party(ies) to
       the Change in Control transaction over the exercise price per share of
       such Options.

       (d) Limitation on Change in Control Payments.

       Notwithstanding anything in Section 9(b) or 9(c) of the Plan to the
       contrary, if the Corporation is then subject to the provisions of Section
       280G of the Code, and if the acceleration of the vesting of an Option as
       provided in Section 9(b) or the payment of cash in exchange for all or
       part of an Option as provided in Section 9(c) (which acceleration or
       payment could be deemed a "payment" within the meaning of Section
       28OG(b)(2) of the Code), together with any other payments which such
       recipient has the right to receive from the Corporation or any
       corporation that is a member of an "affiliated group" (as defined in
       Section 1504(a) of the Code without regard to Section 1504(b) of the
       Code) of which the Corporation is a member, would constitute a "parachute
       payment" (as defined in Section 28OG(b)(2) of the Code), then the
       payments to such recipient pursuant to Section 9(b) or 9(c) will be
       reduced to the largest amount as will result in no portion of such
       payments being subject to the excise tax imposed by Section 4999 of the
       Code; provided, however, that if such recipient is subject to a separate
       agreement with the Corporation or a Subsidiary which specifically
       provides that payments attributable to one or more forms of employee
       stock incentives or to payments made in lieu of employee stock incentives
       will not reduce any other payments under such agreement, even if it would
       constitute an excess parachute payment, then the limitations of this
       Section 9(d) will, to that extent, not apply.

       10.) Rights as Stockholder.

       An Optionee shall not, by reason of any Option granted hereunder, have
any right of a stockholder of the Corporation with respect to the shares covered
by his or her Option until such shares shall have been issued to the Optionee.

       11.) No Obligation to Exercise Option; Maintenance of Relationship.

       The granting of an Option shall impose no obligation upon the Optionee to
exercise such Option. Nothing in the Plan or in any Option Agreement entered
into pursuant hereto shall be construed to confer upon any Option holder any
right to continue as an employee, consultant or



                                       9.
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member of the Corporation's Board of Directors or interfere in any way with the
right of the Corporation to terminate his or her relationship with the
Corporation at any time.

       12.) Withholding Taxes.

       Whenever under the Plan shares of Option Stock are to be issued upon
exercise of the Options granted hereunder and prior to the delivery of any
certificate or certificates for said shares by the Corporation, the Corporation
shall have the right to require the Optionee to remit to the Corporation an
amount sufficient to satisfy any federal and state withholding or other
employment taxes resulting from such exercise. In the event that withholding
taxes are not paid within five days after the date of exercise, to the extent
permitted by law the Corporation shall have the right, but not the obligation,
to cause such withholding taxes to be satisfied by reducing the number of shares
of stock deliverable or by offsetting such withholding taxes against amounts
otherwise due from the Corporation to the Optionee. If withholding taxes are
paid by reduction of the number of shares deliverable to Optionee, such shares
shall be valued at the Fair Market Value as of the fifth business day following
the date of exercise.

       13.) Purchase for Investment; Rights of Holder on Subsequent
Registration.

       Unless the shares to be issued upon exercise of an Option granted under
the Plan have been effectively registered under the Securities Act, the
Corporation shall be under no obligation to issue any shares covered by any
Option unless the person who exercises such Option, whether such exercise is in
whole or in part, shall give a written representation and undertaking to the
Corporation which is satisfactory in form and scope to counsel for the
Corporation and upon which, in the opinion of such counsel, the Corporation may
reasonably rely, that he or she is acquiring the shares issued to him or her
pursuant to such exercise of the Option for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer under the Securities Act, or any other applicable law, and that if
shares are issued without such registration a legend to this effect may be
endorsed on the securities so issued and a "stop transfer" restriction may be
placed in the stock transfer records of the Corporation. In the event that the
Company shall, nevertheless, deem it necessary or desirable to register under
the Securities Act or other applicable statutes any shares with respect to which
an Option shall have been exercised, or to qualify any such shares for exemption
from the Securities Act or other applicable statutes, then the Corporation shall
take such action at its own expense and may require from each participant such
information in writing for use in any registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors from such holder against all losses, claims, damages and liabilities
arising from such use of the information so furnished and caused by any untrue
statement of any material fact required to be stated therein or necessary to
make the statement therein not misleading in light of the circumstances under
which they were made.



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       14.) Market Standoff.

       To the extent requested by the Corporation and any underwriter of
securities of the Corporation in connection with a firm commitment underwriting,
no holder of any shares of Option Stock will sell or otherwise transfer any such
shares not included in such underwriting, or not previously registered pursuant
to a registration statement filed under the Securities Act, during the one
hundred and twenty (120) day period following the effective date of the
registration statement filed with the Securities and Exchange Commission in
connection with such offering.

       15.) Modification of Outstanding Options.

       The Committee may accelerate the exercisability of an outstanding Option
and may authorize modification of any outstanding Option with the consent of the
Optionee when and subject to such conditions as are deemed to be in the best
interests of the Corporation and in accordance with the purposes of the Plan.

       16.) Foreign Employees.

       Without amending the Plan, the Committee may grant Options to eligible
employees who are foreign nationals on such terms and conditions different from
those specified in this Plan as may in the judgment of the Committee be
necessary or desirable to foster and promote achievement of the purposes of the
Plan, and, in furtherance of such purposes the Committee may make such
modification, amendments, procedures, subplans and the like as may be necessary
or advisable to comply with provisions of laws in other countries in which the
Corporation operates or has employees.

       17.) Approval of Shareholders.

       This Plan is expressly subject to approval of the Corporation's
shareholders, and if it is not so approved on or before twelve (12) months after
the date of adoption of this Plan by the Board of Directors, the Plan shall not
come into effect and any Options granted pursuant to this Plan shall be deemed
canceled.

       18.) Liquidation.

       Upon the complete liquidation of the Corporation, any unexercised Options
theretofore granted under this Plan shall be deemed canceled, except as
otherwise provided in Section 8 in connection with a merger, consolidation or
reorganization of the Corporation.

       19.) Restrictions on Issuance of Shares.

       Notwithstanding the provisions of Section 7, the Corporation may delay
the issuance of shares covered by the exercise of any Option and the delivery of
a certificate for such shares until one of the following conditions shall be
satisfied:



                                      11.
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       (a)    The shares with respect to which the Option has been exercised are
              at the time of the issue of such shares effectively registered
              under applicable Federal and state securities acts as now in force
              or hereafter amended; or

       (b)    A no-action letter in respect of the issuance of such shares shall
              have been obtained by the Corporation from the Securities and
              Exchange Commission and any applicable state securities
              commissioner; or

       (c)    Counsel for the Corporation shall have given an opinion, which
              opinion shall not be unreasonably conditioned or withheld, that
              such shares are exempt from registration under applicable federal
              and state securities acts as now in force or hereafter amended.

       It is intended that all exercise of Options shall be effective, and the
Corporation shall use its best efforts to bring about compliance with the above
conditions within a reasonable time, except that the Corporation shall be under
no obligation to cause a registration statement or a post-effective amendment to
any registration statement to be prepared at its expense solely for the purpose
of covering the issue of shares in respect of which any option may be exercised.

       20.) Termination of the Plan.

       This Plan shall terminate ten (10) years after the date the Plan is
adopted by the Board or the Corporation's shareholders, whichever is earlier, or
at such earlier time as the Board of Directors shall determine. Any termination
shall not affect any Options then outstanding under the Plan. The Plan shall
also terminate at such earlier date that Options with respect to all shares of
Option Stock have been granted and exercised.

       21.) Modifications to the Plan.

       The Board may make such modifications of the Plan as it shall deem
advisable, but may not, without further approval of the stockholders of the
Corporation, except as provided in Section 8 hereof, (a) increase the number of
shares reserved for Options under this Plan, (b) change the manner of
determining the Option price for Incentive Stock Options, (c) increase the
maximum term of the Options provided for herein, or (d) change the class of
persons eligible to receive Options under the Plan.

       22.) Indemnification.

       In addition to such other rights of indemnification as they may have and
subject to limitations of applicable law, the members of the Committee shall be
indemnified by the Corporation against all costs and expenses reasonably
incurred by them in connection with any action, suit or proceeding to which they
or any of them may be a party by reason of any action taken or failure to act
under or in connection with the Plan or any rights granted thereunder and
against all amounts paid to them in settlement thereof or paid by them in
satisfaction of a judgment of any such action, suit or proceeding. The Committee
member or members shall notify the Corporation in writing, giving the
Corporation an opportunity at its own cost to defend the same before such
Committee member or members undertake to defend the same on their own behalf.



                                      12.
<PAGE>

       23.) General Provisions.

       (a)    If any day on or before which action under the Plan must be taken
              falls on a Saturday, Sunday, or legal holiday, such action may be
              taken on the next succeeding day not a Saturday, Sunday or legal
              holiday.

       (b)    To the extent that federal laws do not otherwise control, the Plan
              and all determinations made and actions taken pursuant hereto
              shall be governed by and construed under the laws of the State of
              Minnesota.

Adopted by the Board of Directors: July 31, 2000

       IN WITNESS WHEREOF, the undersigned hereby acknowledges that the
Corporation has caused this document to be finalized and approved as the
"Redline Performance Products, Inc. 2000 Stock Option Plan" as of this 31st day
of July, 2000.


                                        REDLINE PERFORMANCE PRODUCTS, INC.



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

Approved by the Shareholders: July 31, 2000




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