<PAGE>
                                                                   EXHIBIT 10.18

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

SALE OR OTHER TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL
PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on February 19, 2007

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. G-1                                                    Shares: 3,750


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, David G. Mell, or its registered assigns (the "Holder") is entitled to
purchase from Redline Performance Products, Inc., a Minnesota corporation (the
"Company"), at any time or from time to time prior to the time and date set
forth above, three thousand seven hundred fifty (3,750) fully paid and
non-assessable shares of common stock of the Company (such class of stock being
referred to as the "Common Stock" and such shares of Common Stock which may be
acquired upon exercise of this Warrant being referred to as the "Shares").

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of one Share shall be One and 25/100 Dollar ($1.25). The
         purchase price of one Share is referred to herein as the "Warrant
         Price."

2.       Adjustment of Warrant Price and Number of Shares. The number and kind
         of securities issuable upon the exercise of this Warrant shall be
         subject to adjustment from time to time upon the happening of certain
         events as follows:

         a.       Adjustment for Stock Dividends, Splits and Consolidations. In
                  case the Company shall at any time subdivide the outstanding
                  Common Stock into a greater number of shares or declare a
                  dividend payable in Common Stock, the Warrant Price in effect
                  immediately prior to such subdivision shall be proportionately
                  reduced, and



<PAGE>

                  conversely, in case the outstanding Common Stock shall be
                  combined into a smaller number of shares, the Warrant exercise
                  price in effect immediately prior to such combination shall be
                  proportionately increased.

         b.       Adjustment for Reorganizations or Consolidations. If any
                  capital reorganization or reclassification of the capital
                  stock of the Company, or consolidation or merger of the
                  Company with another corporation, or the sale of all or
                  substantially all of its assets to another corporation shall
                  be effected in such a way that holders of Common Stock shall
                  be entitled to receive stock, securities or assets
                  ("substituted property") with respect to or in exchange for
                  such Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, the Holder shall have the right to purchase and receive
                  upon the basis and upon the terms and conditions specified in
                  this Warrant and in lieu of the Common Stock of the Company
                  immediately theretofore purchasable and receivable upon the
                  exercise of the rights represented hereby, such substituted
                  property as would have been issued or delivered to the Holder
                  if it had exercised this Warrant and had received upon
                  exercise of this Warrant the Shares prior to such
                  reorganization, reclassification, consolidation, merger or
                  sale, less the amount of the aggregate Warrant Price.

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

4.       No Stockholder Rights. This Warrant shall not entitle its Holder to any
         of the rights of a stockholder of the Company prior to exercise of this
         Warrant.

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

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         Holder, in whole or in part, by the surrender of this Warrant at the
         principal office of the Company, together with the form of exercise
         hereof duly executed, accompanied by payment in full of the amount of
         the aggregate Warrant Price in cash, cashier's check or bank draft.
         Upon partial exercise hereof, a new warrant or warrants containing the
         same date and provisions as this Warrant shall be issued by the Company
         to the registered Holder for the number of Shares of Common Stock with
         respect to which this Warrant shall not have been exercised. Upon each
         exercise of this Warrant the Holder shall exercise this Warrant and
         purchase the lesser of 500 Shares and the balance of Shares available
         for issuance under the Warrant. A Warrant shall be deemed to have been
         exercised immediately prior to the close of business on the date the
         Company is in receipt of this Warrant, written notice of exercise, and
         payment for the number of Shares being acquired



                                       2.
<PAGE>

         upon exercise of this Warrant. The person entitled to receive the
         Shares issuable upon such exercise shall be treated for all purposes as
         the Holder of such Shares of record as of the close of business on such
         date. As promptly as practicable on or after such date, the Company
         shall issue and deliver to the person or persons entitled to receive
         the same a certificate or certificates for the number of full Shares of
         Common Stock issuable upon such exercise, together with cash in lieu of
         any fraction of a Share, as provided above.

7.       Compliance with Securities Laws and Other Transfer Restrictions. The
         Holder of this Warrant, by acceptance hereof, agrees, represents and
         warrants that this Warrant and the Shares which may be issued upon
         exercise hereof are being acquired for investment, that the Holder has
         no present intention to resell or otherwise dispose of all or any part
         of this Warrant or any Shares, and that the Holder will not offer, sell
         or otherwise dispose of all or any part of this Warrant or any Shares
         except under circumstances which will not result in a violation of the
         Securities Act of 1933, as amended (the "Act") or applicable state
         securities laws. The Company may condition any transfer, sale, pledge,
         assignment or other disposition on the receipt from the party to whom
         this Warrant is to be so transferred or to whom Shares are to be issued
         or so transferred, on any representations and agreements requested by
         the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Warrant, the Holder hereof
         shall, if requested by the Company, confirm in writing its investment
         purpose and acceptance of the restrictions on transfer of the Shares.

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

9.       Stop Transfer Order and Restrictive Legend. The Holder agrees that the
         Company may place a stop transfer order with its registrar and transfer
         agent (if any) covering all Shares. The Holder agrees that the Company
         may place one or more restrictive legends on any certificates
         evidencing the Shares containing substantially the following language:



                                       3.
<PAGE>
                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, have
                  not been registered under any state securities law, and are
                  subject to a subscription and investment representation
                  agreement. They may not be sold, offered for sale, or
                  transferred in the absence of either an effective registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws, or an opinion of counsel for
                  the Company that such transaction is exempt from registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws.

                  Sale or other transfer of these securities is further
                  restricted for up to 180 days following an initial public
                  offering of securities of the Company.

10.      Subdivision of Warrant. At the request of the Holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such Warrant for such purpose to the Company, the
         Company at its expense (except for any transfer tax payable) will issue
         and exchange therefor warrants of like tenor and date representing in
         the aggregate the right to purchase such number of Shares of such
         Common Stock as shall be designated by such Holder at the time of such
         surrender; provided, however, that the Company's obligations to
         subdivide securities under this Paragraph shall be subject to and
         conditioned upon the compliance of any such subdivision with applicable
         state securities laws and with the Act.

11.      Postponement of Exercise. Notwithstanding anything herein to the
         contrary, the Company shall have the right to delay any exercise for a
         period of up to one hundred eighty (180) days for the purpose of: (a)
         ensuring the availability of an exemption under applicable securities
         laws for the issuance of the Shares to the Holder in light of the
         transactions by the Company in its securities; and/or (b) facilitating
         a distribution of the Company's securities. In either case, if the
         Company elects to delay any such exercise, the Company shall inform the
         Holder, in writing, of such delay and the terms of such delay. Any such
         delay shall not lead to any change in the Warrant Price or the terms of
         the Warrant and shall not extend the term of any Warrant unless such
         delay would extend past the expiration date of such Warrant. In such
         case, the expiration date shall be extended to thirty (30) days after
         the end of such delay.

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

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



                                       4.
<PAGE>

14.      Miscellaneous. This Warrant shall be governed by the laws of the State
         of Minnesota without reference to such state's conflict of laws
         provisions. The headings in this Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the Company and the registered Holder hereof. All
         notices and other communications from the Company to the Holder of this
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last Holder of this Warrant who shall have furnished an
         address to the Company in writing.


ISSUED this 19th day of February, 2002.

REDLINE PERFORMANCE PRODUCTS, INC.


By:  /s/ Kent Harle

     Its: President



                                       5.
<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.


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


<Table>
<Caption>
      NAME OF ASSIGNEE                            ADDRESS                                NUMBER OF SHARES
      ----------------                            -------                                ----------------
<S>                                               <C>                                    <C>



</Table>


and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of __________________ maintained for
the purpose, with full power of substitution in the premises.


Dated:                  , 20
       ------------- ---    ---


-----------------------------------
Signature

-----------------------------------
Print Name



<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

          (To be executed only upon exercise or conversion of Warrant)

         The undersigned registered owner of this Warrant (the "Investor")
irrevocably exercises or converts this Warrant for and purchases
_____________________________ of the number of Shares of Common Stock (the
"Shares") of __________________ purchasable with this Warrant, and herewith
makes payment therefore (if an exercise), all at the price and on the terms and
conditions specified in this Warrant.

As a condition to the exercise of this Warrant, the Investor represents and
warrants to Company as follows:

15. Investment Intent.

a. Investor has been advised that (i) the sale of the Shares to Investor has not
been registered under the Securities Act of 1933 (the "Act") on the grounds,
among others, that it will be exempt from registration under Section 4(2) of the
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or exemptions is predicated in part on Investor's representation that
Investor is acquiring such Shares for investment for Investor's own account with
no present intention of dividing Investor's participation with others or
reselling or otherwise distributing the same, and the Investor alone shall have
the full legal and equitable right, title and interest in the Shares; and (iii)
Investor's representations, including the foregoing, are essential to the
reliance of the Company upon exemptions from registration or qualification of
this transaction or the Shares under applicable state securities laws.

b. Investor understands that the effect and intent of Investor's representations
in subparagraph (a) above to be that Investor does not presently contemplate the
disposal of all or any part of the Shares, and that at such time as Investor
determines to dispose of all or any part of the Shares, Investor understands
that Investor must first notify the Company, and that the Company may require an
opinion of its attorney, of Investor's attorney, or both, that such disposition
will not negate Investor's intent as expressed herein, and that, in view of the
exemption claimed, such disposition will be permissible.

c. Investor understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Investor will not have
liquidity with respect to the Shares for an indefinite period of time, and (ii)
Investor will be unable to sell, encumber or otherwise transfer the Shares
unless there is an effective registration statement covering such disposition
under the Act, and effective registrations and qualifications under applicable
state law, or exemptions from such registrations or qualifications under the Act
and state law are applicable.

d. Investor recognizes that an investment in the Shares involves a high degree
of risk and that the purchase of the Shares is a long-term investment. Investor
has a financial net worth or anticipated income such that a sale of such Shares
need not be made in the foreseeable future to



                                       2.
<PAGE>

satisfy any financial obligation of which Investor is or contemplates Investor
will become subject.

e. Investor understands that exemptions from the registration and qualification
requirements, as referred to in subparagraph (c) above, may not be available to
Investor, and the Company will have no obligation to assist Investor in
registering or qualifying a disposition of the Shares or in obtaining or
establishing an exemption from such registration or qualification requirements.

f. Investor understands that any certificate representing the Shares will bear
legends stating in effect that the issuance or sale of the Shares has not been
registered under the Act or any applicable state securities laws and the
Investor may not sell the Shares or other securities within 180 days of an
initial public offering by the Company, and such legends may refer to the
restrictions on transfers and sales contained in this Agreement. In addition,
any certificates representing the Shares issued to an Investor who is a resident
of a particular state may bear a legend containing language required by the laws
of such State. Investor further understands that a stop-transfer restriction may
be placed in the books and records of the Company with respect to the Shares.

g. Investor's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

16. State of Residence. Investor represents and warrants to the Company that
Investor is a bona fide resident of, and is domiciled in, the State of
_____________________.

17. Accredited Investor Status.

a. Investor understands that Investor is an "accredited investor" only if:

                  (1)      Investor's individual income from all sources for
                           each of the two most recent calendar years was in
                           excess of $200,000 and Investor reasonably expects
                           Investor's individual income from all sources
                           anticipated for the current calendar year to be in
                           excess of $200,000; or

                  (2)      Investor's joint income with Investor's spouse from
                           all sources for each of the two most recent calendar
                           years was in excess of $300,000 and Investor
                           reasonably expects Investor's joint income with
                           Investor's spouse from all sources anticipated for
                           the current calendar year to be in excess of
                           $300,000; or

                  (3)      Investor's individual net worth, or Investor's joint
                           net worth with Investor's spouse, at fair market
                           value (including home, furnishings and personal
                           automobiles) is greater than $1,000,000; or

                  (4)      Investor otherwise meets the definition of an
                           "accredited investor."



                                       3.
<PAGE>

b. Based on the foregoing information, Investor represents and warrants to the
Company that Investor:

                  (1)      IS an accredited investor (check here):           [ ]

                  (2)      IS NOT an accredited investor (check here):       [ ]

18. Knowledge and Experience. Investor represents and warrants to the Company as
follows:

a. Investor (i) believes Investor has such knowledge and experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of the prospective investment in the Shares or (ii) if Investor does not so
believe, or if Investor has been instructed by the Company to designate a
purchaser representative to supplement Investor's knowledge and experience for
the purpose of evaluating the merits and risks of the prospective investment in
the Shares, Investor has provided the Company with the identity of such
purchaser representative and such information concerning the knowledge and
experience in financial and business matters of such a purchaser representative,
either directly or by making such purchaser representative available for
interview, necessary to enable a determination that such purchaser
representative, together with the undersigned, have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the prospective investment in the Shares.

b. In addition to designating a purchaser representative to the extent required
by the Company, if any, Investor has obtained, to the extent Investor deems
necessary, personal and professional advice with respect to the risks inherent
in the investment in the Shares in light of Investor's financial condition and
investment needs.

c. Investor or Investor's purchaser representative, if any, has been given
access to full and complete information regarding the Company and has utilized
such access to their satisfaction for the purpose of obtaining information; and
particularly, Investor or Investor's purchaser representative, if any, have
either attended or been given reasonable opportunity to attend a meeting with
representatives of the Company for the purpose of asking questions of, and
receiving answers from, such representatives concerning the Company and the
Shares and to obtain any additional information, to the extent reasonably
available.



                                       4.
<PAGE>

                         SIGNATURE PAGE TO EXERCISE FORM


Dated:                       , 20
       ------------------ ---    ---

---------------------------------------
Signature of Registered Owner

---------------------------------------
Street Address

---------------------------------------
City, State, Zip Code

---------------------------------------
IRS Identification Number



                                       5.
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL
PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on November 13, 2007

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. G-9                                                    Shares: 2,917


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, David G. Mell, or its registered assigns (the "Holder") is entitled to
purchase from Redline Performance Products, Inc., a Minnesota corporation (the
"Company"), at any time or from time to time prior to the time and date set
forth above, two thousand nine hundred seventeen (2,917) fully paid and
non-assessable shares of common stock of the Company (such class of stock being
referred to as the "Common Stock" and such shares of Common Stock which may be
acquired upon exercise of this Warrant being referred to as the "Shares").

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of one Share shall be Three and 75/100 Dollars ($3.75).
         The purchase price of one Share is referred to herein as the "Warrant
         Price."

2.       Adjustment of Warrant Price and Number of Shares. The number and kind
         of securities issuable upon the exercise of this Warrant shall be
         subject to adjustment from time to time upon the happening of certain
         events as follows:

         a.       Adjustment for Stock Dividends, Splits and Consolidations. In
                  case the Company shall at any time subdivide the outstanding
                  Common Stock into a greater number of shares or declare a
                  dividend payable in Common Stock, the Warrant Price in effect
                  immediately prior to such subdivision shall be proportionately
                  reduced, and conversely, in case the outstanding Common Stock
                  shall be combined into a



<PAGE>

                  smaller number of shares, the Warrant exercise price in effect
                  immediately prior to such combination shall be proportionately
                  increased.

         b.       Adjustment for Reorganizations or Consolidations. If any
                  capital reorganization or reclassification of the capital
                  stock of the Company, or consolidation or merger of the
                  Company with another corporation, or the sale of all or
                  substantially all of its assets to another corporation shall
                  be effected in such a way that holders of Common Stock shall
                  be entitled to receive stock, securities or assets
                  ("substituted property") with respect to or in exchange for
                  such Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, the Holder shall have the right to purchase and receive
                  upon the basis and upon the terms and conditions specified in
                  this Warrant and in lieu of the Common Stock of the Company
                  immediately theretofore purchasable and receivable upon the
                  exercise of the rights represented hereby, such substituted
                  property as would have been issued or delivered to the Holder
                  if it had exercised this Warrant and had received upon
                  exercise of this Warrant the Shares prior to such
                  reorganization, reclassification, consolidation, merger or
                  sale, less the amount of the aggregate Warrant Price.

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

4.       No Stockholder Rights. This Warrant shall not entitle its Holder to any
         of the rights of a stockholder of the Company prior to exercise of this
         Warrant.

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

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         Holder, in whole or in part, by the surrender of this Warrant at the
         principal office of the Company, together with the form of exercise
         hereof duly executed, accompanied by payment in full of the amount of
         the aggregate Warrant Price in cash, cashier's check or bank draft.
         Upon partial exercise hereof, a new warrant or warrants containing the
         same date and provisions as this Warrant shall be issued by the Company
         to the registered Holder for the number of Shares of Common Stock with
         respect to which this Warrant shall not have been exercised. Upon each
         exercise of this Warrant the Holder shall exercise this Warrant and
         purchase the lesser of 500 Shares and the balance of Shares available
         for issuance under the Warrant. A Warrant shall be deemed to have been
         exercised immediately prior to the close of business on the date the
         Company is in receipt of this Warrant, written notice of exercise, and
         payment for the number of Shares being acquired upon exercise of this
         Warrant. The person entitled to receive the Shares issuable upon



                                       2.
<PAGE>

         such exercise shall be treated for all purposes as the Holder of such
         Shares of record as of the close of business on such date. As promptly
         as practicable on or after such date, the Company shall issue and
         deliver to the person or persons entitled to receive the same a
         certificate or certificates for the number of full Shares of Common
         Stock issuable upon such exercise, together with cash in lieu of any
         fraction of a Share, as provided above.

7.       Compliance with Securities Laws and Other Transfer Restrictions. The
         Holder of this Warrant, by acceptance hereof, agrees, represents and
         warrants that this Warrant and the Shares which may be issued upon
         exercise hereof are being acquired for investment, that the Holder has
         no present intention to resell or otherwise dispose of all or any part
         of this Warrant or any Shares, and that the Holder will not offer, sell
         or otherwise dispose of all or any part of this Warrant or any Shares
         except under circumstances which will not result in a violation of the
         Securities Act of 1933, as amended (the "Act") or applicable state
         securities laws. The Company may condition any transfer, sale, pledge,
         assignment or other disposition on the receipt from the party to whom
         this Warrant is to be so transferred or to whom Shares are to be issued
         or so transferred, on any representations and agreements requested by
         the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Warrant, the Holder hereof
         shall, if requested by the Company, confirm in writing its investment
         purpose and acceptance of the restrictions on transfer of the Shares.

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

9.       Stop Transfer Order and Restrictive Legend. The Holder agrees that the
         Company may place a stop transfer order with its registrar and transfer
         agent (if any) covering all Shares. The Holder agrees that the Company
         may place one or more restrictive legends on any certificates
         evidencing the Shares containing substantially the following language:



                                       3.
<PAGE>
                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, have
                  not been registered under any state securities law, and are
                  subject to a subscription and investment representation
                  agreement. They may not be sold, offered for sale, or
                  transferred in the absence of either an effective registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws, or an opinion of counsel for
                  the Company that such transaction is exempt from registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws.

                  Sale or other transfer of these securities is further
                  restricted for up to 180 days following an initial public
                  offering of securities of the Company.

10.      Subdivision of Warrant. At the request of the Holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such Warrant for such purpose to the Company, the
         Company at its expense (except for any transfer tax payable) will issue
         and exchange therefor warrants of like tenor and date representing in
         the aggregate the right to purchase such number of Shares of such
         Common Stock as shall be designated by such Holder at the time of such
         surrender; provided, however, that the Company's obligations to
         subdivide securities under this Paragraph shall be subject to and
         conditioned upon the compliance of any such subdivision with applicable
         state securities laws and with the Act.

11.      Postponement of Exercise. Notwithstanding anything herein to the
         contrary, the Company shall have the right to delay any exercise for a
         period of up to one hundred eighty (180) days for the purpose of: (a)
         ensuring the availability of an exemption under applicable securities
         laws for the issuance of the Shares to the Holder in light of the
         transactions by the Company in its securities; and/or (b) facilitating
         a distribution of the Company's securities. In either case, if the
         Company elects to delay any such exercise, the Company shall inform the
         Holder, in writing, of such delay and the terms of such delay. Any such
         delay shall not lead to any change in the Warrant Price or the terms of
         the Warrant and shall not extend the term of any Warrant unless such
         delay would extend past the expiration date of such Warrant. In such
         case, the expiration date shall be extended to thirty (30) days after
         the end of such delay.

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

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



                                       4.
<PAGE>

14.      Miscellaneous. This Warrant shall be governed by the laws of the State
         of Minnesota without reference to such state's conflict of laws
         provisions. The headings in this Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the Company and the registered Holder hereof. All
         notices and other communications from the Company to the Holder of this
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last Holder of this Warrant who shall have furnished an
         address to the Company in writing.


ISSUED this 13th day of November, 2002.

REDLINE PERFORMANCE PRODUCTS, INC.


By:  /s/ Mark A. Payne

     Its: President and CFO



                                       5.
<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.


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


<Table>
<Caption>
      NAME OF ASSIGNEE                            ADDRESS                                NUMBER OF SHARES
      ----------------                            -------                                ----------------
<S>                                               <C>                                    <C>




</Table>


and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of __________________ maintained for
the purpose, with full power of substitution in the premises.


Dated:                  , 20
       ------------- ---    ---


-----------------------------------
Signature

-----------------------------------
Print Name



<PAGE>


                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

          (To be executed only upon exercise or conversion of Warrant)

         The undersigned registered owner of this Warrant (the "Investor")
irrevocably exercises or converts this Warrant for and purchases
_____________________________ of the number of Shares of Common Stock (the
"Shares") of __________________ purchasable with this Warrant, and herewith
makes payment therefore (if an exercise), all at the price and on the terms and
conditions specified in this Warrant.

As a condition to the exercise of this Warrant, the Investor represents and
warrants to Company as follows:

1. Investment Intent.

a. Investor has been advised that (i) the sale of the Shares to Investor has not
been registered under the Securities Act of 1933 (the "Act") on the grounds,
among others, that it will be exempt from registration under Section 4(2) of the
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or exemptions is predicated in part on Investor's representation that
Investor is acquiring such Shares for investment for Investor's own account with
no present intention of dividing Investor's participation with others or
reselling or otherwise distributing the same, and the Investor alone shall have
the full legal and equitable right, title and interest in the Shares; and (iii)
Investor's representations, including the foregoing, are essential to the
reliance of the Company upon exemptions from registration or qualification of
this transaction or the Shares under applicable state securities laws.

b. Investor understands that the effect and intent of Investor's representations
in subparagraph (a) above to be that Investor does not presently contemplate the
disposal of all or any part of the Shares, and that at such time as Investor
determines to dispose of all or any part of the Shares, Investor understands
that Investor must first notify the Company, and that the Company may require an
opinion of its attorney, of Investor's attorney, or both, that such disposition
will not negate Investor's intent as expressed herein, and that, in view of the
exemption claimed, such disposition will be permissible.

c. Investor understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Investor will not have
liquidity with respect to the Shares for an indefinite period of time, and (ii)
Investor will be unable to sell, encumber or otherwise transfer the Shares
unless there is an effective registration statement covering such disposition
under the Act, and effective registrations and qualifications under applicable
state law, or exemptions from such registrations or qualifications under the Act
and state law are applicable.

d. Investor recognizes that an investment in the Shares involves a high degree
of risk and that the purchase of the Shares is a long-term investment. Investor
has a financial net worth or



<PAGE>

anticipated income such that a sale of such Shares need not be made in the
foreseeable future to satisfy any financial obligation of which Investor is or
contemplates Investor will become subject.

e. Investor understands that exemptions from the registration and qualification
requirements, as referred to in subparagraph (c) above, may not be available to
Investor, and the Company will have no obligation to assist Investor in
registering or qualifying a disposition of the Shares or in obtaining or
establishing an exemption from such registration or qualification requirements.

f. Investor understands that any certificate representing the Shares will bear
legends stating in effect that the issuance or sale of the Shares has not been
registered under the Act or any applicable state securities laws and the
Investor may not sell the Shares or other securities within 180 days of an
initial public offering by the Company, and such legends may refer to the
restrictions on transfers and sales contained in this Agreement. In addition,
any certificates representing the Shares issued to an Investor who is a resident
of a particular state may bear a legend containing language required by the laws
of such State. Investor further understands that a stop-transfer restriction may
be placed in the books and records of the Company with respect to the Shares.

g. Investor's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

2. State of Residence. Investor represents and warrants to the Company that
Investor is a bona fide resident of, and is domiciled in, the State of
_____________________.

3. Accredited Investor Status.

a. Investor understands that Investor is an "accredited investor" only if:

                  (1)      Investor's individual income from all sources for
                           each of the two most recent calendar years was in
                           excess of $200,000 and Investor reasonably expects
                           Investor's individual income from all sources
                           anticipated for the current calendar year to be in
                           excess of $200,000; or

                  (2)      Investor's joint income with Investor's spouse from
                           all sources for each of the two most recent calendar
                           years was in excess of $300,000 and Investor
                           reasonably expects Investor's joint income with
                           Investor's spouse from all sources anticipated for
                           the current calendar year to be in excess of
                           $300,000; or



<PAGE>

                  (3)      Investor's individual net worth, or Investor's joint
                           net worth with Investor's spouse, at fair market
                           value (including home, furnishings and personal
                           automobiles) is greater than $1,000,000; or

                  (4)      Investor otherwise meets the definition of an
                           "accredited investor."

b. Based on the foregoing information, Investor represents and warrants to the
Company that Investor:

                  (1)      IS an accredited investor (check here):           [ ]

                  (2)      IS NOT an accredited investor (check here):       [ ]

4. Knowledge and Experience. Investor represents and warrants to the Company as
follows:

a. Investor (i) believes Investor has such knowledge and experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of the prospective investment in the Shares or (ii) if Investor does not so
believe, or if Investor has been instructed by the Company to designate a
purchaser representative to supplement Investor's knowledge and experience for
the purpose of evaluating the merits and risks of the prospective investment in
the Shares, Investor has provided the Company with the identity of such
purchaser representative and such information concerning the knowledge and
experience in financial and business matters of such a purchaser representative,
either directly or by making such purchaser representative available for
interview, necessary to enable a determination that such purchaser
representative, together with the undersigned, have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the prospective investment in the Shares.

b. In addition to designating a purchaser representative to the extent required
by the Company, if any, Investor has obtained, to the extent Investor deems
necessary, personal and professional advice with respect to the risks inherent
in the investment in the Shares in light of Investor's financial condition and
investment needs.

c. Investor or Investor's purchaser representative, if any, has been given
access to full and complete information regarding the Company and has utilized
such access to their satisfaction for the purpose of obtaining information; and
particularly, Investor or Investor's purchaser representative, if any, have
either attended or been given reasonable opportunity to attend a meeting with
representatives of the Company for the purpose of asking questions of, and
receiving answers from, such representatives concerning the Company and the
Shares and to obtain any additional information, to the extent reasonably
available.



<PAGE>

                         SIGNATURE PAGE TO EXERCISE FORM


Dated:                       , 20
       ------------------ ---    ---

---------------------------------------
Signature of Registered Owner

---------------------------------------
Street Address

---------------------------------------
City, State, Zip Code

---------------------------------------
IRS Identification Number



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

SALE OR OTHER TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL
PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on November 13, 2007

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. G-13                                                   Shares: 2,084


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, David G. Mell, or its registered assigns (the "Holder") is entitled to
purchase from Redline Performance Products, Inc., a Minnesota corporation (the
"Company"), at any time or from time to time prior to the time and date set
forth above, two thousand eighty-four (2,084) fully paid and non-assessable
shares of common stock of the Company (such class of stock being referred to as
the "Common Stock" and such shares of Common Stock which may be acquired upon
exercise of this Warrant being referred to as the "Shares").

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of one Share shall be Three and 75/100 Dollars ($3.75).
         The purchase price of one Share is referred to herein as the "Warrant
         Price."

2.       Adjustment of Warrant Price and Number of Shares. The number and kind
         of securities issuable upon the exercise of this Warrant shall be
         subject to adjustment from time to time upon the happening of certain
         events as follows:

         a.       Adjustment for Stock Dividends, Splits and Consolidations. In
                  case the Company shall at any time subdivide the outstanding
                  Common Stock into a greater number of shares or declare a
                  dividend payable in Common Stock, the Warrant Price in effect
                  immediately prior to such subdivision shall be proportionately
                  reduced, and conversely, in case the outstanding Common Stock
                  shall be combined into a



<PAGE>

                  smaller number of shares, the Warrant exercise price in effect
                  immediately prior to such combination shall be proportionately
                  increased.

         b.       Adjustment for Reorganizations or Consolidations. If any
                  capital reorganization or reclassification of the capital
                  stock of the Company, or consolidation or merger of the
                  Company with another corporation, or the sale of all or
                  substantially all of its assets to another corporation shall
                  be effected in such a way that holders of Common Stock shall
                  be entitled to receive stock, securities or assets
                  ("substituted property") with respect to or in exchange for
                  such Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, the Holder shall have the right to purchase and receive
                  upon the basis and upon the terms and conditions specified in
                  this Warrant and in lieu of the Common Stock of the Company
                  immediately theretofore purchasable and receivable upon the
                  exercise of the rights represented hereby, such substituted
                  property as would have been issued or delivered to the Holder
                  if it had exercised this Warrant and had received upon
                  exercise of this Warrant the Shares prior to such
                  reorganization, reclassification, consolidation, merger or
                  sale, less the amount of the aggregate Warrant Price.

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

4.       No Stockholder Rights. This Warrant shall not entitle its Holder to any
         of the rights of a stockholder of the Company prior to exercise of this
         Warrant.

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

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         Holder, in whole or in part, by the surrender of this Warrant at the
         principal office of the Company, together with the form of exercise
         hereof duly executed, accompanied by payment in full of the amount of
         the aggregate Warrant Price in cash, cashier's check or bank draft.
         Upon partial exercise hereof, a new warrant or warrants containing the
         same date and provisions as this Warrant shall be issued by the Company
         to the registered Holder for the number of Shares of Common Stock with
         respect to which this Warrant shall not have been exercised. Upon each
         exercise of this Warrant the Holder shall exercise this Warrant and
         purchase the lesser of 500 Shares and the balance of Shares available
         for issuance under the Warrant. A Warrant shall be deemed to have been
         exercised immediately prior to the close of business on the date the
         Company is in receipt of this



                                       2.
<PAGE>

         Warrant, written notice of exercise, and payment for the number of
         Shares being acquired upon exercise of this Warrant. The person
         entitled to receive the Shares issuable upon such exercise shall be
         treated for all purposes as the Holder of such Shares of record as of
         the close of business on such date. As promptly as practicable on or
         after such date, the Company shall issue and deliver to the person or
         persons entitled to receive the same a certificate or certificates for
         the number of full Shares of Common Stock issuable upon such exercise,
         together with cash in lieu of any fraction of a Share, as provided
         above.

7.       Compliance with Securities Laws and Other Transfer Restrictions. The
         Holder of this Warrant, by acceptance hereof, agrees, represents and
         warrants that this Warrant and the Shares which may be issued upon
         exercise hereof are being acquired for investment, that the Holder has
         no present intention to resell or otherwise dispose of all or any part
         of this Warrant or any Shares, and that the Holder will not offer, sell
         or otherwise dispose of all or any part of this Warrant or any Shares
         except under circumstances which will not result in a violation of the
         Securities Act of 1933, as amended (the "Act") or applicable state
         securities laws. The Company may condition any transfer, sale, pledge,
         assignment or other disposition on the receipt from the party to whom
         this Warrant is to be so transferred or to whom Shares are to be issued
         or so transferred, on any representations and agreements requested by
         the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Warrant, the Holder hereof
         shall, if requested by the Company, confirm in writing its investment
         purpose and acceptance of the restrictions on transfer of the Shares.

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



                                       3.
<PAGE>
9.       Stop Transfer Order and Restrictive Legend. The Holder agrees that the
         Company may place a stop transfer order with its registrar and transfer
         agent (if any) covering all Shares. The Holder agrees that the Company
         may place one or more restrictive legends on any certificates
         evidencing the Shares containing substantially the following language:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, have
                  not been registered under any state securities law, and are
                  subject to a subscription and investment representation
                  agreement. They may not be sold, offered for sale, or
                  transferred in the absence of either an effective registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws, or an opinion of counsel for
                  the Company that such transaction is exempt from registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws.

                  Sale or other transfer of these securities is further
                  restricted for up to 180 days following an initial public
                  offering of securities of the Company.

10.      Subdivision of Warrant. At the request of the Holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such Warrant for such purpose to the Company, the
         Company at its expense (except for any transfer tax payable) will issue
         and exchange therefor warrants of like tenor and date representing in
         the aggregate the right to purchase such number of Shares of such
         Common Stock as shall be designated by such Holder at the time of such
         surrender; provided, however, that the Company's obligations to
         subdivide securities under this Paragraph shall be subject to and
         conditioned upon the compliance of any such subdivision with applicable
         state securities laws and with the Act.

11.      Postponement of Exercise. Notwithstanding anything herein to the
         contrary, the Company shall have the right to delay any exercise for a
         period of up to one hundred eighty (180) days for the purpose of: (a)
         ensuring the availability of an exemption under applicable securities
         laws for the issuance of the Shares to the Holder in light of the
         transactions by the Company in its securities; and/or (b) facilitating
         a distribution of the Company's securities. In either case, if the
         Company elects to delay any such exercise, the Company shall inform the
         Holder, in writing, of such delay and the terms of such delay. Any such
         delay shall not lead to any change in the Warrant Price or the terms of
         the Warrant and shall not extend the term of any Warrant unless such
         delay would extend past the expiration date of such Warrant. In such
         case, the expiration date shall be extended to thirty (30) days after
         the end of such delay.

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



                                       4.
<PAGE>

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

14.      Miscellaneous. This Warrant shall be governed by the laws of the State
         of Minnesota without reference to such state's conflict of laws
         provisions. The headings in this Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the Company and the registered Holder hereof. All
         notices and other communications from the Company to the Holder of this
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last Holder of this Warrant who shall have furnished an
         address to the Company in writing.


ISSUED this 13th day of November, 2002.

REDLINE PERFORMANCE PRODUCTS, INC.


By:  /s/ Mark A. Payne

     Its: President and CFO



                                       5.
<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.


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


<Table>
<Caption>
      NAME OF ASSIGNEE                            ADDRESS                                NUMBER OF SHARES
      ----------------                            -------                                ----------------
<S>                                               <C>                                    <C>



</Table>


and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of __________________ maintained for
the purpose, with full power of substitution in the premises.


Dated:                  , 20
       ------------- ---    ---


-----------------------------------
Signature

-----------------------------------
Print Name



                                       6.
<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

          (To be executed only upon exercise or conversion of Warrant)

         The undersigned registered owner of this Warrant (the "Investor")
irrevocably exercises or converts this Warrant for and purchases
_____________________________ of the number of Shares of Common Stock (the
"Shares") of __________________ purchasable with this Warrant, and herewith
makes payment therefore (if an exercise), all at the price and on the terms and
conditions specified in this Warrant.

As a condition to the exercise of this Warrant, the Investor represents and
warrants to Company as follows:

1. Investment Intent.

a. Investor has been advised that (i) the sale of the Shares to Investor has not
been registered under the Securities Act of 1933 (the "Act") on the grounds,
among others, that it will be exempt from registration under Section 4(2) of the
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or exemptions is predicated in part on Investor's representation that
Investor is acquiring such Shares for investment for Investor's own account with
no present intention of dividing Investor's participation with others or
reselling or otherwise distributing the same, and the Investor alone shall have
the full legal and equitable right, title and interest in the Shares; and (iii)
Investor's representations, including the foregoing, are essential to the
reliance of the Company upon exemptions from registration or qualification of
this transaction or the Shares under applicable state securities laws.

b. Investor understands that the effect and intent of Investor's representations
in subparagraph (a) above to be that Investor does not presently contemplate the
disposal of all or any part of the Shares, and that at such time as Investor
determines to dispose of all or any part of the Shares, Investor understands
that Investor must first notify the Company, and that the Company may require an
opinion of its attorney, of Investor's attorney, or both, that such disposition
will not negate Investor's intent as expressed herein, and that, in view of the
exemption claimed, such disposition will be permissible.

c. Investor understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Investor will not have
liquidity with respect to the Shares for an indefinite period of time, and (ii)
Investor will be unable to sell, encumber or otherwise transfer the Shares
unless there is an effective registration statement covering such disposition
under the Act, and effective registrations and qualifications under applicable
state law, or exemptions from such registrations or qualifications under the Act
and state law are applicable.

d. Investor recognizes that an investment in the Shares involves a high degree
of risk and that the purchase of the Shares is a long-term investment. Investor
has a financial net worth or



                                       7.
<PAGE>

anticipated income such that a sale of such Shares need not be made in the
foreseeable future to satisfy any financial obligation of which Investor is or
contemplates Investor will become subject.

e. Investor understands that exemptions from the registration and qualification
requirements, as referred to in subparagraph (c) above, may not be available to
Investor, and the Company will have no obligation to assist Investor in
registering or qualifying a disposition of the Shares or in obtaining or
establishing an exemption from such registration or qualification requirements.

f. Investor understands that any certificate representing the Shares will bear
legends stating in effect that the issuance or sale of the Shares has not been
registered under the Act or any applicable state securities laws and the
Investor may not sell the Shares or other securities within 180 days of an
initial public offering by the Company, and such legends may refer to the
restrictions on transfers and sales contained in this Agreement. In addition,
any certificates representing the Shares issued to an Investor who is a resident
of a particular state may bear a legend containing language required by the laws
of such State. Investor further understands that a stop-transfer restriction may
be placed in the books and records of the Company with respect to the Shares.

g. Investor's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

2. State of Residence. Investor represents and warrants to the Company that
Investor is a bona fide resident of, and is domiciled in, the State of
_____________________.

3. Accredited Investor Status.

a. Investor understands that Investor is an "accredited investor" only if:

                  (1)      Investor's individual income from all sources for
                           each of the two most recent calendar years was in
                           excess of $200,000 and Investor reasonably expects
                           Investor's individual income from all sources
                           anticipated for the current calendar year to be in
                           excess of $200,000; or

                  (2)      Investor's joint income with Investor's spouse from
                           all sources for each of the two most recent calendar
                           years was in excess of $300,000 and Investor
                           reasonably expects Investor's joint income with
                           Investor's spouse from all sources anticipated for
                           the current calendar year to be in excess of
                           $300,000; or



                                       8.
<PAGE>

                  (3)      Investor's individual net worth, or Investor's joint
                           net worth with Investor's spouse, at fair market
                           value (including home, furnishings and personal
                           automobiles) is greater than $1,000,000; or

                  (4)      Investor otherwise meets the definition of an
                           "accredited investor."

b. Based on the foregoing information, Investor represents and warrants to the
Company that Investor:

                  (1)      IS an accredited investor (check here):           [ ]

                  (2)      IS NOT an accredited investor (check here):       [ ]

4. Knowledge and Experience. Investor represents and warrants to the Company as
follows:

a. Investor (i) believes Investor has such knowledge and experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of the prospective investment in the Shares or (ii) if Investor does not so
believe, or if Investor has been instructed by the Company to designate a
purchaser representative to supplement Investor's knowledge and experience for
the purpose of evaluating the merits and risks of the prospective investment in
the Shares, Investor has provided the Company with the identity of such
purchaser representative and such information concerning the knowledge and
experience in financial and business matters of such a purchaser representative,
either directly or by making such purchaser representative available for
interview, necessary to enable a determination that such purchaser
representative, together with the undersigned, have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the prospective investment in the Shares.

b. In addition to designating a purchaser representative to the extent required
by the Company, if any, Investor has obtained, to the extent Investor deems
necessary, personal and professional advice with respect to the risks inherent
in the investment in the Shares in light of Investor's financial condition and
investment needs.

c. Investor or Investor's purchaser representative, if any, has been given
access to full and complete information regarding the Company and has utilized
such access to their satisfaction for the purpose of obtaining information; and
particularly, Investor or Investor's purchaser representative, if any, have
either attended or been given reasonable opportunity to attend a meeting with
representatives of the Company for the purpose of asking questions of, and
receiving answers from, such representatives concerning the Company and the
Shares and to obtain any additional information, to the extent reasonably
available.



                                       9.
<PAGE>

                         SIGNATURE PAGE TO EXERCISE FORM


Dated:                       , 20
       ------------------ ---    ---

---------------------------------------
Signature of Registered Owner

---------------------------------------
Street Address

---------------------------------------
City, State, Zip Code

---------------------------------------
IRS Identification Number



                                      10.
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL
PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on November 13, 2007

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. G-13                                                   Shares: 2,084


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, David G. Mell, or its registered assigns (the "Holder") is entitled to
purchase from Redline Performance Products, Inc., a Minnesota corporation (the
"Company"), at any time or from time to time prior to the time and date set
forth above, two thousand eighty-four (2,084) fully paid and non-assessable
shares of common stock of the Company (such class of stock being referred to as
the "Common Stock" and such shares of Common Stock which may be acquired upon
exercise of this Warrant being referred to as the "Shares").

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of one Share shall be Three and 75/100 Dollars ($3.75).
         The purchase price of one Share is referred to herein as the "Warrant
         Price."

2.       Adjustment of Warrant Price and Number of Shares. The number and kind
         of securities issuable upon the exercise of this Warrant shall be
         subject to adjustment from time to time upon the happening of certain
         events as follows:

         a.       Adjustment for Stock Dividends, Splits and Consolidations. In
                  case the Company shall at any time subdivide the outstanding
                  Common Stock into a greater number of shares or declare a
                  dividend payable in Common Stock, the Warrant Price in effect
                  immediately prior to such subdivision shall be proportionately
                  reduced, and conversely, in case the outstanding Common Stock
                  shall be combined into a



<PAGE>

                  smaller number of shares, the Warrant exercise price in effect
                  immediately prior to such combination shall be proportionately
                  increased.

         b.       Adjustment for Reorganizations or Consolidations. If any
                  capital reorganization or reclassification of the capital
                  stock of the Company, or consolidation or merger of the
                  Company with another corporation, or the sale of all or
                  substantially all of its assets to another corporation shall
                  be effected in such a way that holders of Common Stock shall
                  be entitled to receive stock, securities or assets
                  ("substituted property") with respect to or in exchange for
                  such Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, the Holder shall have the right to purchase and receive
                  upon the basis and upon the terms and conditions specified in
                  this Warrant and in lieu of the Common Stock of the Company
                  immediately theretofore purchasable and receivable upon the
                  exercise of the rights represented hereby, such substituted
                  property as would have been issued or delivered to the Holder
                  if it had exercised this Warrant and had received upon
                  exercise of this Warrant the Shares prior to such
                  reorganization, reclassification, consolidation, merger or
                  sale, less the amount of the aggregate Warrant Price.

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

4.       No Stockholder Rights. This Warrant shall not entitle its Holder to any
         of the rights of a stockholder of the Company prior to exercise of this
         Warrant.

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

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         Holder, in whole or in part, by the surrender of this Warrant at the
         principal office of the Company, together with the form of exercise
         hereof duly executed, accompanied by payment in full of the amount of
         the aggregate Warrant Price in cash, cashier's check or bank draft.
         Upon partial exercise hereof, a new warrant or warrants containing the
         same date and provisions as this Warrant shall be issued by the Company
         to the registered Holder for the number of Shares of Common Stock with
         respect to which this Warrant shall not have been exercised. Upon each
         exercise of this Warrant the Holder shall exercise this Warrant and
         purchase the lesser of 500 Shares and the balance of Shares available
         for issuance under the Warrant. A Warrant shall be deemed to have been
         exercised immediately prior to the close of business on the date the
         Company is in receipt of this



                                       2.
<PAGE>

         Warrant, written notice of exercise, and payment for the number of
         Shares being acquired upon exercise of this Warrant. The person
         entitled to receive the Shares issuable upon such exercise shall be
         treated for all purposes as the Holder of such Shares of record as of
         the close of business on such date. As promptly as practicable on or
         after such date, the Company shall issue and deliver to the person or
         persons entitled to receive the same a certificate or certificates for
         the number of full Shares of Common Stock issuable upon such exercise,
         together with cash in lieu of any fraction of a Share, as provided
         above.

7.       Compliance with Securities Laws and Other Transfer Restrictions. The
         Holder of this Warrant, by acceptance hereof, agrees, represents and
         warrants that this Warrant and the Shares which may be issued upon
         exercise hereof are being acquired for investment, that the Holder has
         no present intention to resell or otherwise dispose of all or any part
         of this Warrant or any Shares, and that the Holder will not offer, sell
         or otherwise dispose of all or any part of this Warrant or any Shares
         except under circumstances which will not result in a violation of the
         Securities Act of 1933, as amended (the "Act") or applicable state
         securities laws. The Company may condition any transfer, sale, pledge,
         assignment or other disposition on the receipt from the party to whom
         this Warrant is to be so transferred or to whom Shares are to be issued
         or so transferred, on any representations and agreements requested by
         the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Warrant, the Holder hereof
         shall, if requested by the Company, confirm in writing its investment
         purpose and acceptance of the restrictions on transfer of the Shares.

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



                                       3.
<PAGE>
9.       Stop Transfer Order and Restrictive Legend. The Holder agrees that the
         Company may place a stop transfer order with its registrar and transfer
         agent (if any) covering all Shares. The Holder agrees that the Company
         may place one or more restrictive legends on any certificates
         evidencing the Shares containing substantially the following language:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, have
                  not been registered under any state securities law, and are
                  subject to a subscription and investment representation
                  agreement. They may not be sold, offered for sale, or
                  transferred in the absence of either an effective registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws, or an opinion of counsel for
                  the Company that such transaction is exempt from registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws.

                  Sale or other transfer of these securities is further
                  restricted for up to 180 days following an initial public
                  offering of securities of the Company.

10.      Subdivision of Warrant. At the request of the Holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such Warrant for such purpose to the Company, the
         Company at its expense (except for any transfer tax payable) will issue
         and exchange therefor warrants of like tenor and date representing in
         the aggregate the right to purchase such number of Shares of such
         Common Stock as shall be designated by such Holder at the time of such
         surrender; provided, however, that the Company's obligations to
         subdivide securities under this Paragraph shall be subject to and
         conditioned upon the compliance of any such subdivision with applicable
         state securities laws and with the Act.

11.      Postponement of Exercise. Notwithstanding anything herein to the
         contrary, the Company shall have the right to delay any exercise for a
         period of up to one hundred eighty (180) days for the purpose of: (a)
         ensuring the availability of an exemption under applicable securities
         laws for the issuance of the Shares to the Holder in light of the
         transactions by the Company in its securities; and/or (b) facilitating
         a distribution of the Company's securities. In either case, if the
         Company elects to delay any such exercise, the Company shall inform the
         Holder, in writing, of such delay and the terms of such delay. Any such
         delay shall not lead to any change in the Warrant Price or the terms of
         the Warrant and shall not extend the term of any Warrant unless such
         delay would extend past the expiration date of such Warrant. In such
         case, the expiration date shall be extended to thirty (30) days after
         the end of such delay.

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



                                       4.
<PAGE>

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

14.      Miscellaneous. This Warrant shall be governed by the laws of the State
         of Minnesota without reference to such state's conflict of laws
         provisions. The headings in this Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the Company and the registered Holder hereof. All
         notices and other communications from the Company to the Holder of this
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last Holder of this Warrant who shall have furnished an
         address to the Company in writing.


ISSUED this 13th day of November, 2002.

REDLINE PERFORMANCE PRODUCTS, INC.


By:  /s/ Mark A. Payne

     Its: President and CFO



                                       5.
<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.


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


<Table>
<Caption>
      NAME OF ASSIGNEE                            ADDRESS                                NUMBER OF SHARES
      ----------------                            -------                                ----------------
<S>                                               <C>                                    <C>




</Table>


and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of __________________ maintained for
the purpose, with full power of substitution in the premises.


Dated:                  , 20
       ------------- ---    ---


-----------------------------------
Signature

-----------------------------------
Print Name



                                       6.
<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

          (To be executed only upon exercise or conversion of Warrant)

         The undersigned registered owner of this Warrant (the "Investor")
irrevocably exercises or converts this Warrant for and purchases
_____________________________ of the number of Shares of Common Stock (the
"Shares") of __________________ purchasable with this Warrant, and herewith
makes payment therefore (if an exercise), all at the price and on the terms and
conditions specified in this Warrant.

As a condition to the exercise of this Warrant, the Investor represents and
warrants to Company as follows:

1. Investment Intent.

a. Investor has been advised that (i) the sale of the Shares to Investor has not
been registered under the Securities Act of 1933 (the "Act") on the grounds,
among others, that it will be exempt from registration under Section 4(2) of the
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or exemptions is predicated in part on Investor's representation that
Investor is acquiring such Shares for investment for Investor's own account with
no present intention of dividing Investor's participation with others or
reselling or otherwise distributing the same, and the Investor alone shall have
the full legal and equitable right, title and interest in the Shares; and (iii)
Investor's representations, including the foregoing, are essential to the
reliance of the Company upon exemptions from registration or qualification of
this transaction or the Shares under applicable state securities laws.

b. Investor understands that the effect and intent of Investor's representations
in subparagraph (a) above to be that Investor does not presently contemplate the
disposal of all or any part of the Shares, and that at such time as Investor
determines to dispose of all or any part of the Shares, Investor understands
that Investor must first notify the Company, and that the Company may require an
opinion of its attorney, of Investor's attorney, or both, that such disposition
will not negate Investor's intent as expressed herein, and that, in view of the
exemption claimed, such disposition will be permissible.

c. Investor understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Investor will not have
liquidity with respect to the Shares for an indefinite period of time, and (ii)
Investor will be unable to sell, encumber or otherwise transfer the Shares
unless there is an effective registration statement covering such disposition
under the Act, and effective registrations and qualifications under applicable
state law, or exemptions from such registrations or qualifications under the Act
and state law are applicable.

d. Investor recognizes that an investment in the Shares involves a high degree
of risk and that the purchase of the Shares is a long-term investment. Investor
has a financial net worth or



                                       7.
<PAGE>

anticipated income such that a sale of such Shares need not be made in the
foreseeable future to satisfy any financial obligation of which Investor is or
contemplates Investor will become subject.

e. Investor understands that exemptions from the registration and qualification
requirements, as referred to in subparagraph (c) above, may not be available to
Investor, and the Company will have no obligation to assist Investor in
registering or qualifying a disposition of the Shares or in obtaining or
establishing an exemption from such registration or qualification requirements.

f. Investor understands that any certificate representing the Shares will bear
legends stating in effect that the issuance or sale of the Shares has not been
registered under the Act or any applicable state securities laws and the
Investor may not sell the Shares or other securities within 180 days of an
initial public offering by the Company, and such legends may refer to the
restrictions on transfers and sales contained in this Agreement. In addition,
any certificates representing the Shares issued to an Investor who is a resident
of a particular state may bear a legend containing language required by the laws
of such State. Investor further understands that a stop-transfer restriction may
be placed in the books and records of the Company with respect to the Shares.

g. Investor's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

2. State of Residence. Investor represents and warrants to the Company that
Investor is a bona fide resident of, and is domiciled in, the State of
_____________________.

3. Accredited Investor Status.

a. Investor understands that Investor is an "accredited investor" only if:

                  (1)      Investor's individual income from all sources for
                           each of the two most recent calendar years was in
                           excess of $200,000 and Investor reasonably expects
                           Investor's individual income from all sources
                           anticipated for the current calendar year to be in
                           excess of $200,000; or

                  (2)      Investor's joint income with Investor's spouse from
                           all sources for each of the two most recent calendar
                           years was in excess of $300,000 and Investor
                           reasonably expects Investor's joint income with
                           Investor's spouse from all sources anticipated for
                           the current calendar year to be in excess of
                           $300,000; or



                                       8.
<PAGE>

                  (3)      Investor's individual net worth, or Investor's joint
                           net worth with Investor's spouse, at fair market
                           value (including home, furnishings and personal
                           automobiles) is greater than $1,000,000; or

                  (4)      Investor otherwise meets the definition of an
                           "accredited investor."

b. Based on the foregoing information, Investor represents and warrants to the
Company that Investor:

                  (1)      IS an accredited investor (check here):           [ ]

                  (2)      IS NOT an accredited investor (check here):       [ ]

4. Knowledge and Experience. Investor represents and warrants to the Company as
follows:

a. Investor (i) believes Investor has such knowledge and experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of the prospective investment in the Shares or (ii) if Investor does not so
believe, or if Investor has been instructed by the Company to designate a
purchaser representative to supplement Investor's knowledge and experience for
the purpose of evaluating the merits and risks of the prospective investment in
the Shares, Investor has provided the Company with the identity of such
purchaser representative and such information concerning the knowledge and
experience in financial and business matters of such a purchaser representative,
either directly or by making such purchaser representative available for
interview, necessary to enable a determination that such purchaser
representative, together with the undersigned, have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the prospective investment in the Shares.

b. In addition to designating a purchaser representative to the extent required
by the Company, if any, Investor has obtained, to the extent Investor deems
necessary, personal and professional advice with respect to the risks inherent
in the investment in the Shares in light of Investor's financial condition and
investment needs.

c. Investor or Investor's purchaser representative, if any, has been given
access to full and complete information regarding the Company and has utilized
such access to their satisfaction for the purpose of obtaining information; and
particularly, Investor or Investor's purchaser representative, if any, have
either attended or been given reasonable opportunity to attend a meeting with
representatives of the Company for the purpose of asking questions of, and
receiving answers from, such representatives concerning the Company and the
Shares and to obtain any additional information, to the extent reasonably
available.



                                       9.
<PAGE>

                         SIGNATURE PAGE TO EXERCISE FORM


Dated:                       , 20
       ------------------ ---    ---

---------------------------------------
Signature of Registered Owner

---------------------------------------
Street Address

---------------------------------------
City, State, Zip Code

---------------------------------------
IRS Identification Number



                                      10.
<PAGE>
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE AND ANY SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION THEREOF MAY BE
MADE ONLY (i) IN A REGISTRATION OR QUALIFICATION OR (ii) IF AN EXEMPTION FROM
REGISTRATION OR QUALIFICATION IS AVAILABLE AND THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL TO THAT EFFECT REASONABLY SATISFACTORY TO THE COMPANY.

SALE OR OTHER TRANSFER OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS SECURITY IS FURTHER RESTRICTED FOR UP TO 180 DAYS FOLLOWING AN INITIAL
PUBLIC OFFERING OF SECURITIES OF THE COMPANY.

Void After 5:00 p.m. Minneapolis, Minnesota time on November 13, 2007

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. G-17                                                     Shares: 667


         THIS CERTIFIES that, subject to the terms and conditions herein set
forth, David G. Mell, or its registered assigns (the "Holder") is entitled to
purchase from Redline Performance Products, Inc., a Minnesota corporation (the
"Company"), at any time or from time to time prior to the time and date set
forth above, six hundred sixty-seven (667) fully paid and non-assessable shares
of common stock of the Company (such class of stock being referred to as the
"Common Stock" and such shares of Common Stock which may be acquired upon
exercise of this Warrant being referred to as the "Shares").

         This Warrant is subject to the following terms and conditions:

1.       Purchase Price. Subject to adjustment as hereinafter provided, the
         purchase price of one Share shall be Three and 75/100 Dollars ($3.75).
         The purchase price of one Share is referred to herein as the "Warrant
         Price."

2.       Adjustment of Warrant Price and Number of Shares. The number and kind
         of securities issuable upon the exercise of this Warrant shall be
         subject to adjustment from time to time upon the happening of certain
         events as follows:

         a.       Adjustment for Stock Dividends, Splits and Consolidations. In
                  case the Company shall at any time subdivide the outstanding
                  Common Stock into a greater number of shares or declare a
                  dividend payable in Common Stock, the Warrant Price in effect
                  immediately prior to such subdivision shall be proportionately
                  reduced, and conversely, in case the outstanding Common Stock
                  shall be combined into a



<PAGE>

                  smaller number of shares, the Warrant exercise price in effect
                  immediately prior to such combination shall be proportionately
                  increased.

         b.       Adjustment for Reorganizations or Consolidations. If any
                  capital reorganization or reclassification of the capital
                  stock of the Company, or consolidation or merger of the
                  Company with another corporation, or the sale of all or
                  substantially all of its assets to another corporation shall
                  be effected in such a way that holders of Common Stock shall
                  be entitled to receive stock, securities or assets
                  ("substituted property") with respect to or in exchange for
                  such Common Stock, then, as a condition of such
                  reorganization, reclassification, consolidation, merger or
                  sale, the Holder shall have the right to purchase and receive
                  upon the basis and upon the terms and conditions specified in
                  this Warrant and in lieu of the Common Stock of the Company
                  immediately theretofore purchasable and receivable upon the
                  exercise of the rights represented hereby, such substituted
                  property as would have been issued or delivered to the Holder
                  if it had exercised this Warrant and had received upon
                  exercise of this Warrant the Shares prior to such
                  reorganization, reclassification, consolidation, merger or
                  sale, less the amount of the aggregate Warrant Price.

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

4.       No Stockholder Rights. This Warrant shall not entitle its Holder to any
         of the rights of a stockholder of the Company prior to exercise of this
         Warrant.

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

6.       Exercise of Warrant. This Warrant may be exercised by the registered
         Holder, in whole or in part, by the surrender of this Warrant at the
         principal office of the Company, together with the form of exercise
         hereof duly executed, accompanied by payment in full of the amount of
         the aggregate Warrant Price in cash, cashier's check or bank draft.
         Upon partial exercise hereof, a new warrant or warrants containing the
         same date and provisions as this Warrant shall be issued by the Company
         to the registered Holder for the number of Shares of Common Stock with
         respect to which this Warrant shall not have been exercised. Upon each
         exercise of this Warrant the Holder shall exercise this Warrant and
         purchase the lesser of 500 Shares and the balance of Shares available
         for issuance under the Warrant. A Warrant shall be deemed to have been
         exercised immediately prior to the close of business on the date the
         Company is in receipt of this



                                       2.
<PAGE>

         Warrant, written notice of exercise, and payment for the number of
         Shares being acquired upon exercise of this Warrant. The person
         entitled to receive the Shares issuable upon such exercise shall be
         treated for all purposes as the Holder of such Shares of record as of
         the close of business on such date. As promptly as practicable on or
         after such date, the Company shall issue and deliver to the person or
         persons entitled to receive the same a certificate or certificates for
         the number of full Shares of Common Stock issuable upon such exercise,
         together with cash in lieu of any fraction of a Share, as provided
         above.

7.       Compliance with Securities Laws and Other Transfer Restrictions. The
         Holder of this Warrant, by acceptance hereof, agrees, represents and
         warrants that this Warrant and the Shares which may be issued upon
         exercise hereof are being acquired for investment, that the Holder has
         no present intention to resell or otherwise dispose of all or any part
         of this Warrant or any Shares, and that the Holder will not offer, sell
         or otherwise dispose of all or any part of this Warrant or any Shares
         except under circumstances which will not result in a violation of the
         Securities Act of 1933, as amended (the "Act") or applicable state
         securities laws. The Company may condition any transfer, sale, pledge,
         assignment or other disposition on the receipt from the party to whom
         this Warrant is to be so transferred or to whom Shares are to be issued
         or so transferred, on any representations and agreements requested by
         the Company in order to permit such issuance or transfer to be made
         pursuant to exemptions from registration under federal and applicable
         state securities laws. Upon exercise of this Warrant, the Holder hereof
         shall, if requested by the Company, confirm in writing its investment
         purpose and acceptance of the restrictions on transfer of the Shares.

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



                                       3.
<PAGE>
9.       Stop Transfer Order and Restrictive Legend. The Holder agrees that the
         Company may place a stop transfer order with its registrar and transfer
         agent (if any) covering all Shares. The Holder agrees that the Company
         may place one or more restrictive legends on any certificates
         evidencing the Shares containing substantially the following language:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933, as amended, have
                  not been registered under any state securities law, and are
                  subject to a subscription and investment representation
                  agreement. They may not be sold, offered for sale, or
                  transferred in the absence of either an effective registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws, or an opinion of counsel for
                  the Company that such transaction is exempt from registration
                  under the Securities Act of 1933, as amended, and under the
                  applicable state securities laws.

                  Sale or other transfer of these securities is further
                  restricted for up to 180 days following an initial public
                  offering of securities of the Company.

10.      Subdivision of Warrant. At the request of the Holder of this Warrant in
         connection with a transfer or exercise of a portion of the Warrant,
         upon surrender of such Warrant for such purpose to the Company, the
         Company at its expense (except for any transfer tax payable) will issue
         and exchange therefor warrants of like tenor and date representing in
         the aggregate the right to purchase such number of Shares of such
         Common Stock as shall be designated by such Holder at the time of such
         surrender; provided, however, that the Company's obligations to
         subdivide securities under this Paragraph shall be subject to and
         conditioned upon the compliance of any such subdivision with applicable
         state securities laws and with the Act.

11.      Postponement of Exercise. Notwithstanding anything herein to the
         contrary, the Company shall have the right to delay any exercise for a
         period of up to one hundred eighty (180) days for the purpose of: (a)
         ensuring the availability of an exemption under applicable securities
         laws for the issuance of the Shares to the Holder in light of the
         transactions by the Company in its securities; and/or (b) facilitating
         a distribution of the Company's securities. In either case, if the
         Company elects to delay any such exercise, the Company shall inform the
         Holder, in writing, of such delay and the terms of such delay. Any such
         delay shall not lead to any change in the Warrant Price or the terms of
         the Warrant and shall not extend the term of any Warrant unless such
         delay would extend past the expiration date of such Warrant. In such
         case, the expiration date shall be extended to thirty (30) days after
         the end of such delay.

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



                                       4.
<PAGE>

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

14.      Miscellaneous. This Warrant shall be governed by the laws of the State
         of Minnesota without reference to such state's conflict of laws
         provisions. The headings in this Warrant are for purposes of
         convenience and reference only, and shall not be deemed to constitute a
         part hereof. Neither this Warrant nor any term hereof may be changed,
         waived, discharged or terminated orally but only by an instrument in
         writing signed by the Company and the registered Holder hereof. All
         notices and other communications from the Company to the Holder of this
         Warrant shall be by certified mail, return receipt requested, or by
         overnight delivery service to the address furnished to the Company in
         writing by the last Holder of this Warrant who shall have furnished an
         address to the Company in writing.


ISSUED this 13th day of November, 2002.

REDLINE PERFORMANCE PRODUCTS, INC.


By:  /s/ Mark A. Payne

     Its: President and CFO



                                       5.
<PAGE>

                               FORM OF ASSIGNMENT

                       REDLINE PERFORMANCE PRODUCTS, INC.


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


<Table>
<Caption>
      NAME OF ASSIGNEE                            ADDRESS                                NUMBER OF SHARES
      ----------------                            -------                                ----------------
<S>                                               <C>                                    <C>




</Table>


and does hereby irrevocably constitute and appoint _____________________________
Attorney to make such transfer on the books of __________________ maintained for
the purpose, with full power of substitution in the premises.


Dated:                  , 20
       ------------- ---    ---


-----------------------------------
Signature

-----------------------------------
Print Name



                                       6.
<PAGE>

                                  EXERCISE FORM

                       REDLINE PERFORMANCE PRODUCTS, INC.

          (To be executed only upon exercise or conversion of Warrant)

         The undersigned registered owner of this Warrant (the "Investor")
irrevocably exercises or converts this Warrant for and purchases
_____________________________ of the number of Shares of Common Stock (the
"Shares") of __________________ purchasable with this Warrant, and herewith
makes payment therefore (if an exercise), all at the price and on the terms and
conditions specified in this Warrant.

As a condition to the exercise of this Warrant, the Investor represents and
warrants to Company as follows:

1. Investment Intent.

a. Investor has been advised that (i) the sale of the Shares to Investor has not
been registered under the Securities Act of 1933 (the "Act") on the grounds,
among others, that it will be exempt from registration under Section 4(2) of the
Act as a transaction not involving a public offering; (ii) reliance upon such
exemption or exemptions is predicated in part on Investor's representation that
Investor is acquiring such Shares for investment for Investor's own account with
no present intention of dividing Investor's participation with others or
reselling or otherwise distributing the same, and the Investor alone shall have
the full legal and equitable right, title and interest in the Shares; and (iii)
Investor's representations, including the foregoing, are essential to the
reliance of the Company upon exemptions from registration or qualification of
this transaction or the Shares under applicable state securities laws.

b. Investor understands that the effect and intent of Investor's representations
in subparagraph (a) above to be that Investor does not presently contemplate the
disposal of all or any part of the Shares, and that at such time as Investor
determines to dispose of all or any part of the Shares, Investor understands
that Investor must first notify the Company, and that the Company may require an
opinion of its attorney, of Investor's attorney, or both, that such disposition
will not negate Investor's intent as expressed herein, and that, in view of the
exemption claimed, such disposition will be permissible.

c. Investor understands that the subsequent transfer of the Shares will be
restricted, and that the effect of the restrictions on the transfer of the
Shares include the facts, among others, that (i) Investor will not have
liquidity with respect to the Shares for an indefinite period of time, and (ii)
Investor will be unable to sell, encumber or otherwise transfer the Shares
unless there is an effective registration statement covering such disposition
under the Act, and effective registrations and qualifications under applicable
state law, or exemptions from such registrations or qualifications under the Act
and state law are applicable.

d. Investor recognizes that an investment in the Shares involves a high degree
of risk and that the purchase of the Shares is a long-term investment. Investor
has a financial net worth or



                                       7.
<PAGE>

anticipated income such that a sale of such Shares need not be made in the
foreseeable future to satisfy any financial obligation of which Investor is or
contemplates Investor will become subject.

e. Investor understands that exemptions from the registration and qualification
requirements, as referred to in subparagraph (c) above, may not be available to
Investor, and the Company will have no obligation to assist Investor in
registering or qualifying a disposition of the Shares or in obtaining or
establishing an exemption from such registration or qualification requirements.

f. Investor understands that any certificate representing the Shares will bear
legends stating in effect that the issuance or sale of the Shares has not been
registered under the Act or any applicable state securities laws and the
Investor may not sell the Shares or other securities within 180 days of an
initial public offering by the Company, and such legends may refer to the
restrictions on transfers and sales contained in this Agreement. In addition,
any certificates representing the Shares issued to an Investor who is a resident
of a particular state may bear a legend containing language required by the laws
of such State. Investor further understands that a stop-transfer restriction may
be placed in the books and records of the Company with respect to the Shares.

g. Investor's purchase of the Shares is not the result of any general
solicitation or general advertising, including, but not limited to: (i) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.

2. State of Residence. Investor represents and warrants to the Company that
Investor is a bona fide resident of, and is domiciled in, the State of
_____________________.

3. Accredited Investor Status.

a. Investor understands that Investor is an "accredited investor" only if:

                  (1)      Investor's individual income from all sources for
                           each of the two most recent calendar years was in
                           excess of $200,000 and Investor reasonably expects
                           Investor's individual income from all sources
                           anticipated for the current calendar year to be in
                           excess of $200,000; or

                  (2)      Investor's joint income with Investor's spouse from
                           all sources for each of the two most recent calendar
                           years was in excess of $300,000 and Investor
                           reasonably expects Investor's joint income with
                           Investor's spouse from all sources anticipated for
                           the current calendar year to be in excess of
                           $300,000; or



                                       8.
<PAGE>

                  (3)      Investor's individual net worth, or Investor's joint
                           net worth with Investor's spouse, at fair market
                           value (including home, furnishings and personal
                           automobiles) is greater than $1,000,000; or

                  (4)      Investor otherwise meets the definition of an
                           "accredited investor."

b. Based on the foregoing information, Investor represents and warrants to the
Company that Investor:

                  (1)      IS an accredited investor (check here):           [ ]

                  (2)      IS NOT an accredited investor (check here):       [ ]

4. Knowledge and Experience. Investor represents and warrants to the Company as
follows:

a. Investor (i) believes Investor has such knowledge and experience in financial
and business matters that Investor is capable of evaluating the merits and risks
of the prospective investment in the Shares or (ii) if Investor does not so
believe, or if Investor has been instructed by the Company to designate a
purchaser representative to supplement Investor's knowledge and experience for
the purpose of evaluating the merits and risks of the prospective investment in
the Shares, Investor has provided the Company with the identity of such
purchaser representative and such information concerning the knowledge and
experience in financial and business matters of such a purchaser representative,
either directly or by making such purchaser representative available for
interview, necessary to enable a determination that such purchaser
representative, together with the undersigned, have such knowledge and
experience in financial and business matters that they are capable of evaluating
the merits and risks of the prospective investment in the Shares.

b. In addition to designating a purchaser representative to the extent required
by the Company, if any, Investor has obtained, to the extent Investor deems
necessary, personal and professional advice with respect to the risks inherent
in the investment in the Shares in light of Investor's financial condition and
investment needs.

c. Investor or Investor's purchaser representative, if any, has been given
access to full and complete information regarding the Company and has utilized
such access to their satisfaction for the purpose of obtaining information; and
particularly, Investor or Investor's purchaser representative, if any, have
either attended or been given reasonable opportunity to attend a meeting with
representatives of the Company for the purpose of asking questions of, and
receiving answers from, such representatives concerning the Company and the
Shares and to obtain any additional information, to the extent reasonably
available.



                                       9.
<PAGE>

                         SIGNATURE PAGE TO EXERCISE FORM


Dated:                       , 20
       ------------------ ---    ---

---------------------------------------
Signature of Registered Owner

---------------------------------------
Street Address

---------------------------------------
City, State, Zip Code

---------------------------------------
IRS Identification Number



                                      10.