<PAGE>


                                                                   Exhibit 10.25


                          ENGINE DEVELOPMENT AGREEMENT


         THIS ENGINE DEVELOPMENT AGREEMENT (the "Agreement") is made and entered
into effective as of the 31st day of December 1999, by and between REDLINE
PERFORMANCE PRODUCTS, INC., a Minnesota corporation with its principal place of
business located at 2510 Commerce Way, Suite A, Vista, California 92083 (the
"Company"), and STAN ROBINSON, an individual residing in the State of California
("Robinson") doing business as RM HOLDINGS, with its principal place of business
located at 2510 Commerce Way, Suite B, Vista, California 92083 ("RM"). RM and
Robinson are collectively referred to herein as the "Developer."


                                    RECITALS

         WHEREAS, the Company is in the business of designing, manufacturing and
selling powersports products such as snowmobiles and ATVs;

         WHEREAS, the Developer is knowledgeable and experienced in the design,
development and manufacture of engines for powersports products;

         WHEREAS, the Company and the Developer previously reached an oral
agreement in December 1999, pursuant to which the Developer agreed, in exchange
for compensation from the Company: (1) design and develop an engine for the
Company's use in its snowmobiles and other powersports products; (2) keep all of
the Company's proprietary information confidential; (3) assign to the Company
any and all right, title and interest in and to all such work done for or on
behalf of the Company with respect to the Engine, as well as the products
resulting from such work, upon payment of $250,000 in cash and stock; and (4);
and, until such time as the Company paid the $250,000 and acquired the engine
and related technology, the Developer granted an exclusive license to the
Company to use the engine and related technology.

         WHEREAS, the Company and the Developer desire to document and clarify
their prior understanding and oral agreement regarding the Company's engagement
of the Developer to design and develop an engine for the Company, pursuant to
and in accordance with the terms and conditions contained in this Agreement.



<PAGE>




                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises and covenants contained herein and the mutual benefits to be gained by
performance hereof, the parties hereto agree as follows:

         1.) Definitions.

         (a) Engine. The term "Engine" means a 135 horsepower, 800cc,
         liquid-cooled, two cylinder, two-cycle combustion engine designed and
         developed for production.

         (b) Technology. The term "Technology" means all of the documentation,
         production tooling, designs, drawings, notes, prototypes, and other
         documents and materials, whether in written or another form, which are
         required to produce and manufacture the design and development of the
         Engine.

         (c) Developer. The term "Developer" shall mean RM and Robinson,
         collectively.

         2.) Engagement. The Company hereby engages the Developer as an
independent contractor, and not as an employee, to design and develop the Engine
for use in the Company's snowmobiles and possibly other powersports products,
and the Developer hereby accepts such engagement upon the terms and conditions
hereinafter set forth. The Company and the Developer hereby acknowledge and
agree that as of the date of this Agreement the design and development of the
Engine is complete and that Developer will not undertake or perform any
additional design or development activities related to the Engine under, or
pursuant to, this Agreement following the date hereof. The Company shall also
engage and compensate the Developer for the provision of certain general
engineering, consulting and advisory services to the Company pursuant to, and in
accordance with, the terms and conditions of that certain Consulting Agreement
attached hereto as Exhibit A and incorporated herein by reference.

         3.) Compensation for Design and Development of Engine and Technology.
The total amount of compensation due and payable from the Company to the
Developer in connection with the design and development of the Engine and
Technology shall be Two Hundred Fifty Thousand Dollars ($250,000) (the
"Compensation"), of which Two Hundred Thousand Dollars ($200,000) of the
Compensation shall be payable in cash and the remainder shall be payable by
issuance of that number of shares of the Company's common stock having a fair
market value equal to Fifty Thousand Dollars ($50,000). As of the date of this
Agreement, the Company and the Developer acknowledge and agree that the Company
has paid to the Developer cash in the amount of One Hundred Fifty Thousand
Dollars ($150,000) and has issued to the Developer 50,000 shares of common stock
(pre-split) in an amount equal to Fifty Thousand Dollars ($50,000), as set forth
in Subsection 3(a) below. As further described in Section 5 below, upon payment
in full of the Compensation, the Company shall own all of the rights, interest
and title in and to the Engine and Technology.



                                       2

<PAGE>




         (a) Amounts Already Paid as of January 14, 2003.

             (1)  The Company paid the Developer cash in the amount of Forty
                  Thousand Dollars ($40,000) on June 30, 2000.

             (2)  The Company paid the Developer cash in the amount of Twenty
                  Thousand Dollars ($20,000) on July 24, 2000.

             (3)  The Company paid the Developer cash in the amount of Fifteen
                  Thousand Dollars ($15,000) on August 15, 2000.

             (4)  The Company paid the Developer cash in the amount of Thirteen
                  Thousand Dollars ($13,000) on April 19, 2001.

             (5)  The Company paid the Developer cash in the amount of Twelve
                  Thousand Dollars ($12,000) on May 16, 2001.

             (6)  The Company paid the Developer cash in the amount of Fifty
                  Thousand Dollars ($50,000) on October 15, 2002.

             (7)  The Company issued to the Developer in the name of Stan
                  Robinson, 50,000 shares of the Company's common stock
                  (pre-split) having a fair market value of Fifty Thousand
                  Dollars ($50,000) on March 31, 2002.

         (b) Amounts Due and Payable after January 14, 2003. As of the date of
         this Agreement, the balance of the Compensation due to purchase the
         Engine and Technology is Fifty Thousand Dollars ($50,000) in cash.

         4.) Per Engine Fees.

         (a) Calculation of Per Engine Fee. Following the date of this
         Agreement, the Company shall pay the Developer a fee for each
         production snowmobile, and/ or product ,built for the Company at the
         Company's request that includes an engine which is a production version
         of the Engine, as follows (the "Per Engine Fee"):

              Snowmobiles Sold                  Amount of Per Engine Fee
              ----------------                  ------------------------
                  1 -- 500                               $200.00
                501 -- 1,000                             $150.00
               1,001 -- 2,000                            $100.00

         (b) Limitations on Payment of Per Engine Fees. Nothing in this
         Agreement or otherwise shall obligate the Company to use the Engine in
         any of its snowmobiles or other powersports vehicles. Assignment of the
         Engine and the Technology is not contingent upon the Company paying Per
         Engine Fees.



                                       3
<PAGE>




         (c) Minimum and Maximum Per Engine Fees. There shall be no minimum
         aggregate amount of Per Engine Fees under this Agreement. The aggregate
         maximum amount of Per Engine Fees which may be payable by the Company
         to the Developer under this Agreement shall not exceed Two Hundred
         Seventy-five Thousand Dollars ($275,000)

         (d) Payment of Per Engine Fee. The Per Engine Fee earned on engines
         delivered to the Company at the Company's request in a calendar quarter
         shall be payable to the Developer not more than fifteen (15) days after
         the end of such calendar quarter (i.e., April 15th, July 15th, October
         15th and January 15th).

         5.) Ownership of Engine and Technology.

         (a) Exclusive License. The Developer hereby grants the Company a
         worldwide, exclusive license to use the Engine and the Technology in
         connection with the conduct of the Company's business through December
         31, 2003 and the Developer shall not have any rights to use the Engine
         or Technology hereunder. Until such time as the Developer assigns the
         Engine and the Technology to the Company as provided in this Agreement,
         the Developer shall remain the exclusive owner of all right, title and
         interest in and to the Engine and the Technology. However, the Company
         shall indemnify and hold the Developer harmless against any liability,
         demands, claims, costs, losses, damages, recoveries, and expenses,
         including attorney fees and costs, from any and all actions and
         proceedings which arise out of the use of the Engine and Technology in
         the Company's snowmobiles or other products.

         (b) Limitations on Use and Sale. Except as specifically provided in
         this Agreement, the Developer shall have no right to use, transfer,
         sell, assign, license or otherwise dispose of all or any part of the
         documentation, production tooling, designs, drawings, notes,
         prototypes, and other documents and materials, title or interest in and
         to the Engine or the Technology.

         (c) Transfer of Ownership. Effective as of the date the Company pays
         the Developer the remaining unpaid Compensation in the amount of Fifty
         Thousand Dollars ($50,000), the Developer hereby agrees to immediately
         transfer and assign any and all right, title and interest of any kind
         whatsoever (collectively, the "Rights") now existing or later arising
         in connection with the Engine and the Technology. Both parties agree
         that these Rights do not include the development of "after market"
         parts that may have been or may be created by the Developer. The
         Developer further agrees that, as of the date the Company pays the
         Developer the remaining unpaid Compensation in the amount of Fifty
         Thousand Dollars ($50,000), the Engine, the Technology and the Rights
         shall be the sole and exclusive property of the Company and its
         successors and assigns, and the Company and its successors and assigns
         shall have the right to use or to apply for patents, copyrights or
         other statutory or common law protections for the Engine and the
         Technology in any and all countries. Developer agrees to execute an
         assignment of the Engine, the Technology and the Rights in a form
         reasonably acceptable to the Company. Upon transfer of ownership, the
         Company shall indemnify, defend and hold harmless the Developer, and
         its officers, directors, shareholders, employees and agents, against
         any and all liability,



                                       4
<PAGE>




         demands, claims, costs, losses, damages, recoveries, settlements and
         expenses, including attorney fees and costs, arising from any and all
         actions and proceedings which arise out of the development, manufacture
         or use of Engine and Technology in the Company's snowmobiles or other
         products.

         (d) Works for Hire. The Developer hereby acknowledges that all original
         works of authorship which are made by the Developer (solely or jointly
         with others) within the scope of the Developer's engagement which are
         protectable by copyright are "works for hire," as that term is defined
         in the United States Copyright Act (17 U.S.C. Section 101).

         6.) Term; Termination and Effect of Termination. This Agreement shall
commence on the day and year first above written and shall continue until the
Company has paid the Developer the unpaid Compensation in the amount of Fifty
Thousand Dollars ($50,000). Upon termination of this Agreement, the Developer
shall immediately terminate any and all uses (of any nature or manner
whatsoever) of the Engine and the Technology.

         7.) Nature of Relationship. The parties hereto agree that:

         (a) Independent Contractor Status. The Developer, and its employees and
         agents, shall not be considered agents or employees of the Company for
         any purpose. The Developer shall be an independent contractor. The
         Company shall not exercise any supervision over the Developer in the
         performance of the Developer's services hereunder, nor shall the
         Company require the Developer's compliance with detailed orders or
         instructions, except observance of, and adherence to, the terms and
         conditions of this Agreement or the transactions contemplated hereby.
         The Developer, and its employees and agents, shall have no right or
         authority to assume or create any obligation or responsibility, express
         or implied, on behalf of or in the name of the Company, or to accept
         service of legal process addressed to or intended for the Company, or
         to bind the Company in any manner whatsoever.

         (b) Payment and Withholding Responsibility. The Developer acknowledges
         that its employees and agents are not employees of the Company and that
         the Developer is responsible for the payment of employment taxes,
         income tax withholding, employee benefits and other expenses which
         relate to the Developer's employees. The Developer hereby defends,
         indemnifies and holds the Company harmless from, and in respect of, any
         costs or expenses to the Company which arise from the Developer's
         failure to make all such payments.

         8.) Disclosure of Company Confidential Information.

         (a) Definition of Confidential Information. For purposes of this
         Agreement, "Confidential Information" means any information that is not
         generally known to the public that relates to the existing or
         reasonably foreseeable business of the Company which has been expressly
         or implicitly protected by the Company or which, from all of the
         circumstances, the Developer knows or has reason to know that the
         Company intends or expects the secrecy of such information to be
         maintained. Confidential Information



                                       5
<PAGE>




         includes, but is not limited to, information contained in or relating
         to pricing information, product designs, marketing plans or proposals,
         customer, accounting or financial information, trade practices, trade
         secrets and other proprietary information of the Company, whether
         written, oral or communicated in another type of medium, whether
         disclosed directly or indirectly, whether disclosed prior to or during
         the term of this Agreement, whether disclosed before or after the date
         of this Agreement, whether originals or copies, and whether or not
         legal protection has been obtained or sought under applicable law. The
         Developer shall treat all such information as Confidential Information
         regardless of its source and whether or not marked as confidential.

         (b) Developer Shall Not Disclose Confidential Information. The Company
         shall provide to the Developer reasonable quantities of Confidential
         Information concerning the Company and the Company's business from time
         to time as requested by the Developer. The Developer will not, during
         the term of this Agreement or following the termination of this
         Agreement, use, show, display, release, discuss, communicate, divulge
         or otherwise disclose Confidential Information to any person, firm,
         corporation, association, or other entity for any reason or purpose
         whatsoever, other than the Developer's attorney, without the prior
         written consent or authorization of the Company.

         (c) Scope. The Developer's covenant in the forgoing Subsection to not
         disclose Confidential Information shall not apply to information which,
         at the time of such disclosure, may be obtained from sources outside of
         the Company, or its agents, lawyers or accountants, so long as those
         sources did not receive the information directly or indirectly as the
         result of the actions of the Developer.

         (d) Title. All documents or other tangible or intangible property
         relating in any way to the business of the Company which are conceived
         or generated by, or come into the possession of, the Developer during
         the term of this Agreement shall be and remain the exclusive property
         of the Company and the Developer agrees to return all such documents,
         and tangible and intangible property, including, but not limited to,
         all records, manuals, books, blank forms, documents, letters,
         memoranda, notes, notebooks, reports, data, tables, calculations or
         copies thereof, which are the property of the Company or which relate
         in any way to the business, customers, products, practices or
         techniques of the Company and all other property of the Company,
         including, but not limited to, all documents which in whole or in part
         contain any Confidential Information of the Company which in any of
         these cases are in the possession or under the control of the
         Developer, to the Company upon the termination of this Agreement, or at
         such earlier time as the Company may request.

         (e) Compelled Disclosure. In the event a third party seeks to compel
         disclosure of Confidential Information by the Developer by judicial or
         administrative process, the Developer shall promptly notify the Board
         of Directors of the Company of such occurrence and furnish to such
         Board of Directors a copy of the demand, summons, subpoena or other
         process served upon the Developer to compel such disclosure, and will
         permit the Company to assume, at its expense, but with the Developer's
         cooperation, defense of such disclosure demand. In the event that the
         Company refuses to contest such



                                       6

<PAGE>




         a third-party disclosure demand under judicial or administrative
         process, or a final judicial order is issued compelling disclosure of
         Confidential Information by the Developer, the Developer shall be
         entitled to disclose such information in compliance with the terms of
         such administrative or judicial process or order.

         9.) Developer Representations and Warranties.

         (a) No Breach of Prior Agreements. The Developer represents and
         warrants that performance of the terms of this Agreement as a Developer
         of the Company does not and will not cause the Developer to breach any
         agreement, commitment or understanding the Developer has with any other
         party, whether formal or informal, to assign to such other party
         inventions the Developer may hereafter make, or to keep in confidence
         proprietary information of such other party which the Developer
         acquired or learned prior to the Developer's engagement by the Company.

         (b) Proprietary Information of Others. The Developer represents and
         warrants that the Developer has not brought and will not bring to the
         Company, or use for the benefit of the Company, any materials or
         documents of a former employer (which, for purposes of this Section,
         shall also include persons, firms, corporations and other entities for
         which the Developer has acted or is currently acting, as an independent
         contractor or Developer) that are not generally available to the public
         or to the trade, unless the Developer has obtained written
         authorization from any such person or entity permitting the Developer
         to retain and use said materials or documents. With respect to any
         materials or documents that the Developer may bring to the Company for
         use in the course of the Developer's engagement, the Developer hereby
         further represents and warrants that the Developer's use (or the
         Company's use) of such materials or documents will not violate the
         intellectual property rights of any former employer of the Developer,
         or any other party.

         (c) No Prior Assignment or Transfer. The Developer represents and
         warrants that the Developer has not prior to the date of this Agreement
         transferred, sold, assigned or otherwise disposed of the Developer's
         intellectual property rights, title and interest in and to the Engine
         and the Technology.

         10.) Survival of Restrictive Covenants. Sections 4, 5, 6, 7, 8, 9 and
this section 10 of the Agreement shall survive the termination of this Agreement
and the obligations of the parties thereunder shall continue in full force and
effect.

         11.) Miscellaneous.

         (a) Entire Agreement; Modification. This Agreement, together with the
         exhibits attached hereto, constitute the full and complete
         understanding and agreement of the parties with respect to the subject
         matter hereof, and supersedes and nullifies any prior or
         contemporaneous understanding or agreement, whether written, oral or
         communicated in any other type of medium, between the parties relating
         thereto. No amendment or modification of any provision of this
         Agreement shall be binding unless made in writing and signed by the
         parties hereto.


                                       7
<PAGE>




         (b) Assignment. The rights and benefits of the Company and its
         permitted successors and assigns under this Agreement shall be fully
         assignable and transferable to any other entity (subject to that
         entity's assumption of the obligations hereunder): (i) which is an
         affiliate of the Company, as that term is defined under federal
         securities law; or (ii) which is not an affiliate and with which the
         Company has merged or consolidated, or to which it may have sold
         substantially all its assets in a transaction in which such entity has
         assumed the liabilities of the Company under this Agreement. In the
         event of any such assignment or transfer, all covenants and agreements
         hereunder shall inure to the benefit of, and be enforceable by or
         against, the successors and assigns of the Company. This Agreement
         shall not be assignable by the Developer without the prior written
         consent of the Company, which shall not be unreasonably withheld, but
         all obligations and agreements of the Developer hereunder shall be
         binding upon and enforceable against the Developer and Developer's
         successors and assigns.

         (c) Notices. To be effective, all notices, consents or other
         communications required or permitted hereunder shall be in writing. A
         written notice or other communication shall be deemed to have been
         given hereunder: (i) if delivered by hand, when the notifying party
         delivers such notice or other communication to the other party; (ii) if
         delivered by facsimile or overnight delivery service, on the first
         business day following the date of such notice or other communication
         is transmitted by facsimile or timely delivered to the overnight
         courier; 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 by certified or registered mail addressed to the other
         party. Mailed or faxed communications shall be directed as follows
         unless written notice of a change of address or facsimile number has
         been given in writing in accordance with this Section:

          If to the Company:              Redline Performance Products, Inc.
                                          2510 Commerce Way, Suite A
                                          Vista, CA  92083
                                          ATTN:  President
                                          Facsimile No.:  (760) 598-0167

          If to the Developer:            RM Holdings
                                          2510 Commerce Way, Suite B
                                          Vista, CA 92083
                                          Attn:  Mr. Stan Robinson
                                          Facsimile No.:  (619) 374-7229

         (d) Waiver. No waiver of any term, condition or covenant of this
         Agreement by a party shall be deemed to be a waiver of any subsequent
         breach of the same or other terms, covenants or conditions hereof by
         such party.

         (e) Construction. Whenever possible, each provision of this Agreement
         shall be interpreted in such manner as to be effective or valid under
         applicable law, but if any provision of this Agreement shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective only to the extent of such prohibition or invalidity
         without


                                       8
<PAGE>




         invalidating the remainder of such provision or the remaining
         provisions of this Agreement.

         (f) Titles. Titles to sections and subsections of this Agreement are
         solely for convenience and do not modify or interpret any provisions
         contained therein.

         (g) Representation by Counsel; Interpretation. The Company and the
         Developer each acknowledge that they have been, or have had the
         opportunity to be, represented by legal counsel in connection with this
         Agreement and the matters contemplated by this Agreement. Accordingly,
         any rule of law or any legal decision that would require interpretation
         of any claimed ambiguities in this Agreement against the party that
         drafted it has no application and is expressly waived. The provisions
         of this Agreement shall be interpreted in a reasonable manner to affect
         the intent of the parties.

         (h) Attorney Fees In the event an action is brought to enforce any
         provision of this Agreement, the prevailing party shall be entitled to
         reasonable attorney fees and costs, including all expert fees
         necessary.

         (i) Governing Law; Venue. This Agreement shall be governed by, and
         construed and enforced in accordance with, the laws of the State of
         California, without regard to such state's choice of law 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 San Diego, State of California.

         (j) Counterparts. This Agreement may be executed in separate and
         several counterparts, each of which shall be deemed to be an original,
         and all such counterparts shall constitute one and the same instrument.


                                       9
<PAGE>




         IN WITNESS WHEREOF, the parties hereto have executed this Engine
Development Agreement effective as of the day and year first above written.

Date:  January 14, 2003                     RM HOLDINGS


                                            /s/ Stan Robinson
                                            ------------------------------------
                                            Stan Robinson





Dated:  January 14, 2003                    STAN ROBINSON:


                                            /s/ Stan Robinson
                                            ------------------------------------
                                            Stan Robinson, an individual





Date:  January 14, 2003                     REDLINE PERFORMANCE PRODUCTS, INC.:


                                             /s/ Kent Harle
                                             -----------------------------------
                                             Kent Harle, CEO



                                       10



<PAGE>




                                    EXHIBIT A

                              CONSULTING AGREEMENT


         THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into
effective as of the 14th day of January 2003, by and between REDLINE PERFORMANCE
PRODUCTS, INC., a Minnesota corporation with its principal place of business
located at 2510 Commerce Way, Suite A, Vista, California 92083 (the "Company"),
DV/DT ENGINEERING, INC. a California corporation, with their principal place of
business located at 2510 Commerce Way, Suite B, Vista, California 92083
("DV/DT"), and STAN ROBINSON, formally doing business as RM HOLDINGS, an
individual residing in the State of California ("Robinson"). DV/DT ENGINEERING
INC. and Robinson are collectively referred to herein as the "Consultant."


                                    RECITALS

         WHEREAS, the Company is in the business of designing, manufacturing and
selling powersports products such as snowmobiles and ATVs;

         WHEREAS, the Consultant is knowledgeable and experienced in the design,
development and manufacture of engines for powersports products;

         WHEREAS, the Company and the Consultant previously reached an oral
agreement in December 1999, pursuant to which the Company would retain and
compensate the Consultant to provide to the Company certain general engineering,
consulting and advisory services with respect to the design, development and
manufacture of snowmobiles and other products, and pursuant to which the
Consultant would keep all Company proprietary information confidential and would
assign any and all right, title and interest in and to all such work done for or
on behalf of the Company;

         WHEREAS, the Company and the Consultant acknowledge and agree that the
compensation paid to the Consultant by the Company pursuant to their prior
understanding and agreement was, in part, for the Consultant's agreement that
the Company would obtain and retain ownership of any and all work done for or on
behalf of the Company; and

         WHEREAS, the Company and the Consultant desire to document and clarify
their prior understanding and agreement regarding the Company's engagement of
the Consultant to provide certain general engineering, consulting and advisory
services to the Company with respect to the

<PAGE>




design, development and manufacture of snowmobiles and other powersports
products for the Company, and the Consultant's acceptance of such engagement and
assignment of any and all right, title and interest in and to all work done for
or on behalf of the Company, pursuant to and in accordance with the terms and
conditions contained in this Agreement.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises and covenants contained herein and the mutual benefits to be gained by
performance hereof, the parties hereto agree as follows:

         1.) Engagement. The Company hereby engages the Consultant as an
independent consultant and the Consultant hereby accepts the engagement upon the
terms and conditions hereinafter set forth.

         2.) Description of Consulting Services. The Consultant shall, from time
to time, at such times as the Company's management may reasonably request,
consult with, advise, assist and perform services for the Company with respect
to matters as to which the Consultant has special knowledge, competence and
experience, including, without limitation, general engineering services related
to the development of the Company's snowmobiles and other products. The
Consultant shall assist the Company with future services to be agreed upon by
the parties. With respect to particular projects, the parties shall mutually
agree on the services to be performed by the Consultant on such particular
projects.

         3.) Term. Except as otherwise provided in this Agreement, the
obligations set forth hereunder shall commence on the date first set forth above
and shall continue until December 31, 2004. Either party may terminate this
Agreement upon written 60 day notice for any reason or for no reason. Both
parties will use their reasonable best efforts to facilitate a smooth transition
during the notice period. The Consulting Fee will be paid during the notice
period.

         4.) Compensation.

         (a) Consulting Fee. As compensation to the Consultant for services
         rendered by the Consultant to the Company hereunder, the Company shall
         pay the Consultant a consulting fee of Two Thousand Dollars ($2,000)
         per week for total annual compensation under this term of the Agreement
         of One Hundred Four Thousand Dollars ($104,000) until June 30, 2003.
         Beginning July 1, 2003 and ending June 30, 2004, the Company shall pay
         the Consultant a consulting fee of Two Thousand Five Hundred Dollars
         ($2,500) per week for total annual compensation under this term of the
         Agreement of One Hundred Twenty Four Thousand Eight Hundred Dollars
         ($124,800). Beginning July 1, 2004 until December 31, 2004, so long as
         the average monthly engines being delivered under the Engine
         Development Agreement exceeds Fifty (50) per month per quarter, the
         Consulting Fee shall revert back to the Two Thousand Dollars ($2,000)
         per week amount for total annual compensation under this term of the
         Agreement of One Hundred Four Thousand Dollars ($104,000). In the event
         that the average delivery of engines falls below fifty (50) per month,
         per quarter, then the higher monthly compensation of Consultant shall
         be


                                       2
<PAGE>




         reinstated and retroactive to the beginning of said quarter. The
         Consulting Fee shall be payable to the Consultant not more than fifteen
         (15) days after the Company receives an invoice from the Consultant .

         (b) Expense Reimbursement. The Consultant shall be entitled to
         reimbursement from the Company for the reasonable expenses incurred by
         the Consultant pursuant to this Agreement.

         5.) Independent Contractor Status. The parties hereto agree that:

         (a) Independence. The Consultant, and its employees and agents, shall
         not be considered agents or employees of the Company for any purpose.
         The Consultant shall be an independent contractor. The Company shall
         not exercise any supervision over the Consultant in the performance of
         the Consultant's services hereunder, nor shall the Company require the
         Consultant's compliance with detailed orders or instructions, except
         observance of, and adherence to, the terms and conditions of this
         Agreement or the transactions contemplated hereby. The Consultant, and
         its employees and agents, shall have no right or authority to assume or
         create any obligation or responsibility, express or implied, on behalf
         of or in the name of the Company, or to accept service of legal process
         addressed to or intended for the Company, or to bind the Company in any
         manner whatsoever.

         (b) Payment and Withholding Responsibility. The Consultant acknowledges
         that its employees and agents are not employees of the Company and that
         the Consultant is responsible for the payment of employment taxes,
         income tax withholding, employee benefits and other expenses, which
         relate to the Consultant's employees. The Consultant hereby defends,
         indemnifies and holds the Company harmless from, and in respect of, any
         costs or expenses to the Company which arise from the Consultant's
         failure to make all such payments.

         (c) Indemnification. The Consultant shall indemnify and hold the
         Company, and its assignees, officers, directors, agents, or employees,
         harmless from any and all actions, proceedings, losses and costs
         (including, without limitation, reasonable attorneys' fees and other
         costs and expenses of litigation) which arise out of the negligence,
         recklessness or willful misconduct of the Consultant.

         6.) Results of Work Performed. For purposes of this Agreement, results
of work performed shall mean documentation, designs, creations, code,
improvements, original works of authorship, formulas, processes or techniques
used in connection with the Redline snowmobiles or other Company products, other
than the Engine and Technology as those terms are defined in an Engine
Development Agreement between the parties of even date herewith. The Company and
Consultant agree that all the results of work performed by the Consultant on
behalf of the Company shall be the sole and exclusive property of the Company
and its successors and assigns, excluding any relation to "after market" parts,
pursuant to the terms of the Engine Development Agreement at Section 5 c.



                                       3

<PAGE>




         (a) Works for Hire. The Consultant hereby acknowledges that all
         original works of authorship which are made by the Consultant (solely
         or jointly with others) within the scope of the Consultant's engagement
         which are protectable by copyright are "works for hire," as that term
         is defined in the United States Copyright Act (17 U.S.C. Section 101).

         7.) Disclosure of Company Confidential Information.

         (a) Definition of Confidential Information. For purposes of this
         Agreement, "Confidential Information" means any information that is not
         generally known to the public that relates to the existing or
         reasonably foreseeable business of the Company which has been expressly
         or implicitly protected by the Company or which, from all of the
         circumstances, the Consultant knows or has reason to know that the
         Company intends or expects the secrecy of such information to be
         maintained. Confidential Information includes, but is not limited to,
         information contained in or relating to pricing information, product
         designs, marketing plans or proposals, customer, accounting or
         financial information, trade practices, trade secrets and other
         proprietary information of the Company, whether written, oral or
         communicated in another type of medium, whether disclosed directly or
         indirectly, whether disclosed prior to or during the term of this
         Agreement, whether disclosed before or after the date of this
         Agreement, whether originals or copies, and whether or not legal
         protection has been obtained or sought under applicable law. The
         Consultant shall treat all such information as Confidential Information
         regardless of its source and whether or not marked as confidential.

         (b) Consultant Shall Not Disclose Confidential Information. The Company
         shall provide to the Consultant reasonable quantities of Confidential
         Information concerning the Company and the Company's business from time
         to time as requested by the Consultant. The Consultant will not, during
         the term of this Agreement or following the termination of this
         Agreement, use, show, display, release, discuss, communicate, divulge
         or otherwise disclose Confidential Information to any person, firm,
         corporation, association, or other entity for any reason or purpose
         whatsoever, other than the Consultant's attorney, without the prior
         written consent or authorization of the Company.

         (c) Scope. The Consultant's covenant in the forgoing Subsection to not
         disclose Confidential Information shall not apply to information which,
         at the time of such disclosure, may be obtained from sources outside of
         the Company, or its agents, lawyers or accountants, so long as those
         sources did not receive the information directly or indirectly as the
         result of the actions of the Consultant.

         (d) Title. All documents or other tangible or intangible property
         relating in any way to the business of the Company which are conceived
         or generated by, or come into the possession of, the Consultant during
         the term of this Agreement shall be and remain the exclusive property
         of the Company and the Consultant agrees to return all such documents,
         and tangible and intangible property, including, but not limited to,
         all records, manuals, books, blank forms, documents, letters,
         memoranda, notes, notebooks, reports, data, tables, calculations or
         copies thereof, which are the property of the Company or which relate
         in any way to the business, customers, products, practices or
         techniques of


                                       4
<PAGE>




         the Company and all other property of the Company, including, but not
         limited to, all documents which in whole or in part contain any
         Confidential Information of the Company which in any of these cases are
         in the possession or under the control of the Consultant, to the
         Company upon the termination of this Agreement, or at such earlier time
         as the Company may request.

         (e) Compelled Disclosure. In the event a third party seeks to compel
         disclosure of Confidential Information by the Consultant by judicial or
         administrative process, the Consultant shall promptly notify the Board
         of Directors of the Company of such occurrence and furnish to such
         Board of Directors a copy of the demand, summons, subpoena or other
         process served upon the Consultant to compel such disclosure, and will
         permit the Company to assume, at its expense, but with the Consultant's
         cooperation, defense of such disclosure demand. In the event that the
         Company refuses to contest such a third-party disclosure demand under
         judicial or administrative process, or a final judicial order is issued
         compelling disclosure of Confidential Information by the Consultant,
         the Consultant shall be entitled to disclose such information in
         compliance with the terms of such administrative or judicial process or
         order.

         8.) Subsequent Competition.

         (a) Other Snowmobile Manufacturers. During the Consultant's engagement
         by the Company, and for a period of one (1) year thereafter, except as
         noted below, the Consultant shall not, either directly or indirectly,
         either alone or in concert with others, perform any work related to the
         design, development, or manufacture of snowmobiles for or on behalf of
         any other person or entity involved, directly or indirectly, in the
         design, development, or manufacture of snowmobiles or otherwise in the
         snowmobile industry. In the event that there is a change of control of
         the Company while Consultant is still engaged for service with the
         Company, in that Kent Harle resigns, is terminated, or is no longer an
         Executive Officer of the Company, the term of this section will be
         reduced from one (1) year to six (6) months and the Consultant will be
         provided with six (6) months paid notice of termination if the Company
         terminates this Agreement before the expiration. In addition, if the
         Company files for bankruptcy or ceases operations, the terms of this
         section will immediately become null and void.

         (b) Nature of Restrictions. The Company shall construe nothing
         contained in this Agreement to prevent the Consultant from engaging in
         a lawful profession, trade or business after the termination of the
         Consultant's engagement. The Company with respect to its Confidential
         Information and intellectual property shall construe this Agreement
         only as one that prohibits the Consultant from engaging in acts which
         are unfair to the Company, and which are in violation of the confidence
         and trust reposed in the Consultant.

         9.) Solicitation of Company Employees. During the Consultant's
engagement by the Company, and for a period of one (1) year thereafter, the
Consultant will not, directly or indirectly, alone or in concert with others,
solicit any of the Company's employees, except for Brett Marshall, for
employment or other engagement by any other company which is, by any



                                       5
<PAGE>




reasonable standard, in competition with the Company. The Consultant understands
that the above restraint is necessary in order to reduce the risk that the
Company's Confidential Information will be disclosed to and used by its
competitors to its detriment.

         10.) Survival of Restrictive Covenants. The provisions of Sections 5,
6, 7, 8, 9 and this Section 10 of this Agreement shall survive the expiration of
the term of the Consultant's engagement hereunder, and shall be binding upon the
Consultant following the termination of the Consultant's engagement under this
Agreement.

         11.) Miscellaneous.

         (a) Nondisclosure of Agreement. The parties agree that this Agreement,
         and its terms and conditions, shall remain confidential and shall not
         be disclosed by the Consultant to any person except by order of a court
         of competent jurisdiction or with the prior written consent of the
         Company.

         (b) Entire Agreement; Modification. This Agreement, together with the
         exhibits attached hereto, constitutes the full and complete
         understanding and agreement of the parties with respect to the services
         to be provided by the Consultant to the Company, and supersedes and
         nullifies any prior or contemporaneous understanding or agreement,
         whether written, oral or communicated in any other type of medium,
         between the parties relating thereto. No amendment or modification of
         any provision of this Agreement shall be binding unless made in writing
         and signed by the parties hereto.

         (c) Assignment. The rights and benefits of the Company and its
         permitted successors and assigns under this Agreement shall be fully
         assignable and transferable to any other entity (subject to that
         entity's assumption of the obligations hereunder): (i) which is an
         affiliate of the Company, as that term is defined under federal
         securities law; or (ii) which is not an affiliate and with which the
         Company has merged or consolidated, or to which it may have sold
         substantially all its assets in a transaction in which such entity has
         assumed the liabilities of the Company under this Agreement. In the
         event of any such assignment or transfer, all covenants and agreements
         hereunder shall inure to the benefit of, and be enforceable by or
         against, the successors and assigns of the Company. This Agreement
         shall not be assignable by the Consultant without the prior written
         consent of the Company, consent shall not be unreasonably withheld, but
         all obligations and agreements of the Consultant hereunder shall be
         binding upon and enforceable against the Consultant and Consultant's
         successors and assigns.

         (d) Notices. To be effective, all notices, consents or other
         communications required or permitted hereunder shall be in writing. A
         written notice or other communication shall be deemed to have been
         given hereunder: (i) if delivered by hand, when the notifying party
         delivers such notice or other communication to the other party; (ii) if
         delivered by facsimile or overnight delivery service, on the first
         business day following the date of such notice or other communication
         is transmitted by facsimile or timely delivered to the overnight
         courier; 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 by certified or registered



                                       6
<PAGE>




         mail addressed to the other party. Mailed or faxed communications shall
         be directed as follows unless written notice of a change of address or
         facsimile number has been given in writing in accordance with this
         Section:

         If to the Company:                 Redline Performance Products, Inc.
                                            2510 Commerce Way, Suite A
                                            Vista, CA  92083
                                            ATTN:  President
                                            Facsimile No.:  (760) 598-0167

         If to the Consultant:              DV/DT Engineering, Inc.
                                            2510 Commerce Way, Suite B
                                            Vista, CA 92083
                                            Attn:  Mr. Stan Robinson
                                            Facsimile No.:  (619) 374-7229

         (e) Waiver. No waiver of any term, condition or covenant of this
         Agreement by a party shall be deemed to be a waiver of any subsequent
         breach of the same or other terms, covenants or conditions hereof by
         such party.

         (f) Construction. Whenever possible, each provision of this Agreement
         shall be interpreted in such manner as to be effective or valid under
         applicable law, but if any provision of this Agreement shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective only to the extent of such prohibition or invalidity
         without invalidating the remainder of such provision or the remaining
         provisions of this Agreement.

         (g) Titles. Titles to sections and subsections of this Agreement are
         solely for convenience and do not modify or interpret any provisions
         contained therein.

         (h) Representation by Counsel; Interpretation. The Company and the
         Consultant each acknowledge that they have been, or have had the
         opportunity to be, represented by legal counsel in connection with this
         Agreement and the matters contemplated by this Agreement. Accordingly,
         any rule of law or any legal decision that would require interpretation
         of any claimed ambiguities in this Agreement against the party that
         drafted it has no application and is expressly waived. The provisions
         of this Agreement shall be interpreted in a reasonable manner to affect
         the intent of the parties.

         (i) Attorney Fees In the event an action is brought to enforce any
         provision of this Agreement, the prevailing party shall be entitled to
         reasonable attorney fees and costs, including all expert fees
         necessary.

         (j) Governing Law; Venue. This Agreement shall be governed by, and
         construed and enforced in accordance with, the laws of the State of
         California, without regard to such state's choice of law provisions.
         Actions or proceedings litigated in connection with this


                                       7
<PAGE>




         Agreement, if any, shall be venued exclusively in the state and federal
         courts located in the County of San Diego, State of California.

         (k) Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall be deemed to be an original, and all
         such counterparts shall constitute one and the same instrument.



                            (Signature page follows)





                                       8
<PAGE>




                                 SIGNATURE PAGE

         IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement effective as of the day and year first above written.




Date:  January 14, 2003                     DV/DT ENGINEERING, Inc.


                                            /s/ Stan Robinson
                                            ------------------------------------
                                            Stan Robinson, President





Dated:  January 14, 2003                    STAN ROBINSON:


                                            /s/ Stan Robinson
                                            ------------------------------------
                                            Stan Robinson, an individual





Date:  January 14, 2003                     REDLINE PERFORMANCE PRODUCTS, INC.:


                                            /s/ Kent Harle
                                            ------------------------------------
                                            Kent Harle, CEO



                                       9