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                                                                   Exhibit 10.24

                              AMENDED AND RESTATED
                             RENEWAL PROMISSORY NOTE

AMOUNT: $1,913,000.00                                         Date: May 26, 2004

      FOR VALUE RECEIVED, Redline Performance Products, Inc., a Minnesota
corporation, (hereinafter referred to as the "Borrower") with an address of 1120
Wayzata, Boulevard East, Suite 200, Wayzata, MN 55391, promises to pay to the
order of Community National Bank, a banking corporation, which is organized and
existing under the laws of the United States (hereinafter referred to as the
"Bank"), at 5481 St. Croix Trail, North Branch, Minnesota 55056 or at such other
place as the holder hereof may hereafter from time to time designate in writing,
in lawful money of the United States of America and in immediately available
funds, the principal sum of ONE MILLION NINE HUNDRED THIRTEEN THOUSAND AND
NO/100THS DOLLARS ($1,913,000.00), or such amounts as may be advanced in the
discretion of the Bank and in accordance with the Loan Agreement, together with
interest on the unpaid principal balance of this Amended and Restated Renewal
Promissory Note (hereinafter referred to as "Promissory Note") outstanding from
time to time, from the date hereof until this Promissory Note is fully paid
according to the terms hereof, at an annual rate that shall at all times be
equal to a fixed rate of nine percent (9%), computed on the basis of the actual
number of days elapsed in a 360 day year.

      This Note amends, restates, replaces and supercedes that certain note
executed by Borrower in favor of Lender dated November 26, 2003, in the original
principal amount of TWO MILLION AND NO/100THS Dollars ($2,000,000.00) with an
outstanding principal balance of One Million Nine Hundred Thirteen Thousand and
No/100ths Dollars ($1,913,000.00) as of the date hereof, which amount is
incorporated herein.

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      Payments of interest only shall be made on this Promissory Note commencing
on June 26, 2004, and shall continue on the same date of each month thereafter.
On and after the date of this Promissory Note, Borrower shall also pay to Bank
the following principal payments:

            A.    An amount equal to Three Thousand and No/100ths Dollars
      ($3,000.00) of the proceeds received from the sale of each snowmobile
      manufactured by Borrower to be sold to a dealer located in the United
      States that has been approved by GE Commercial Distribution Finance
      Corporation (hereinafter referred to as a "Unit") for the first
      Twenty-five (25) Units sold; and

            B.    Following the sale of the first Twenty-five (25) Units, and
      the application of the payments therefrom, the principal balance of this
      note shall be One Million Eight Hundred Thirty Eight Thousand and
      No/100ths Dollars ($1,838,000.00). Thereafter the Bank is to receive Seven
      Thousand and No/100ths Dollars ($7,000.00) from the sale of each Unit sold
      to be applied to the outstanding principal balance of this Note, and a
      Note of the same date in the original principal amount of Five Hundred
      Thousand and No/100ths Dollars ($500,000.00) until Borrower has repaid the
      entire principal balances plus interest on both Notes. Said Seven Thousand
      and no/100ths Dollars ($7,000.00) payments are to be applied on a prorata
      format according to the remaining principal balances of both Notes, with
      78.61%, or Five Thousand Five Hundred Three and No/100ths Dollars
      ($5,503.00), of each Seven Thousand and No/100ths Dollars ($7,000.00)
      payment to be applied to this Note, and 21.39%, or One Thousand Four
      Hundred Ninety Seven and No/100ths Dollars ($1,497.00), of each Seven
      Thousand and no/100ths Dollars ($7,000.00) payment to be applied to the
      Five Hundred Thousand and No/100ths Dollar ($500,000.00) Note of same
      date.

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            C.    If not sooner paid, all principal and interest shall be due
      and payable in full on this Promissory Note on November 26, 2004, as a
      BALLOON PAYMENT. This Promissory Note may be paid in full or in part at
      any time without penalty. Any partial payment shall be applied first to
      outstanding interest and the balance against principal.

      This Promissory Note is secured by a security interest created by security
agreements dated November 26, 2003, March 30, 2004 and May 26, 2004 in the
property of Borrower ("Security Agreement") and a Third Party Pledge and
Security Agreement assigning all of the Borrower's and Pledgor's right, title,
and interest in Certificate of Deposit number _______ on deposit at Community
National Bank dated ______________ in the principal amount of Four Hundred
Thousand and No/100ths Dollars ($400,000.00). Payment of this Promissory Note
and performance of Borrower's obligations under the Loan Documents are
guaranteed by Sun Capital, LLC; Michael T. Montplaisir; Steve J. Campbell; Terry
J. Welle; Michael J. Hofer, Jerome J. Bushman; and Derrick J. Bushman;
("Guaranties"). The parties hereto have also entered a Loan Agreement ("Loan
Agreement") on the same day as this Promissory Note. This note is also secured
by an assignment of proceeds between Borrower and GE Commercial Distribution
Finance Corporation ("Assignment"). All of such documents are hereinafter
referred to as the "Loan Documents" and are incorporated herein by reference.

      Upon the event of default in the terms of this Promissory Note or the Loan
Documents, the Bank shall give notice in writing to the Borrower by mailing said
notice by U.S. Mail to the last known address of the Borrower advising them of
the event of default. In the event the default is not cured within thirty (30)
days of mailing of the notice, the Bank may proceed with such remedies as are
allowed by law, this Promissory Note and/or the Loan Documents.

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      If an event of default occurs in the terms of the Loan Documents, the
entire principal balance of this Promissory Note, with all accrued interest
thereon, shall, at the option of the Bank, then or any time thereafter, become
immediately due and payable. Any failure of the Bank to exercise such option to
accelerate this Promissory Note at any time shall not constitute a waiver of the
right to exercise the same right to acceleration at any subsequent time.

      In the event any payment is not made when due and is more than ten (10)
business days late, the Borrower shall pay a penalty in the amount of five
percent (5%) of the delinquent amount.

      If this Promissory Note is not paid when due, regardless of how such
maturity may be brought about, or is collected or attempted to be collected by
the initiation, prosecution or defense of any suit, in any district court,
probate, bankruptcy court or other judicial proceeding, or is placed in the
hands of an attorney for collection, then the Borrower shall pay in addition to
all other amounts owing hereunder all court costs and reasonable attorneys' fees
incurred by the holder hereof in connection therewith, including, but not
limited to, reasonable attorneys' fees for trial or for the pursuance of, or
defense of, any appellate procedure.

      This Promissory Note may be prepaid in whole or in part, at any time
without Penalty or Premium. All makers, endorsers, sureties, guarantors and
accommodation parties hereby waive presentment, dishonor, notice of dishonor and
protest, and consent to any and all extensions, renewals, substitutions and
alterations of any of the terms of this Promissory Note and any documents
related hereto, including Loan Documents, and to the release of or failure by
the Bank to exercise any rights against any party liable for or any property
securing payment thereof.

      This Promissory Note shall be governed by and construed under the laws of
the State of Minnesota.

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      THE BANK AND BORROWER HEREBY VOLUNTARILY KNOWINGLY AND INTENTIONALLY WAIVE
ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING
UNDER THE LOAN DOCUMENTS OR CONCERNING THE INDEBTEDNESS EVIDENCED HEREBY AND/OR
ANY COLLATERAL SECURING SUCH INDEBTEDNESS, REGARDLESS OF WHETHER SUCH ACTION OR
PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. THE BORROWER
ACKNOWLEDGES THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO THE BANK
IN EXTENDING CREDIT TO THE BORROWER, THAT THE BANK WOULD NOT HAVE EXTENDED SUCH
CREDIT WITHOUT THIS JURY TRIAL WAIVER, AND THAT THE BORROWER HAS BEEN
REPRESENTED BY AN ATTORNEY OR HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY
IN CONNECTION WITH THIS JURY TRIAL WAIVER AND UNDERSTANDS THE LEGAL EFFECT OF
THIS WAIVER.

      This instrument executed the date and year set forth above.

                                         REDLINE PERFORMANCE PRODUCTS, INC.

                                         By: /s/ Mark A. Payne
                                             -----------------------------------
                                             Mark A. Payne, President & Chief
                                             Financial Officer

                                         LENDER:

                                         COMMUNITY NATIONAL BANK

                                         By: /s/ Curtis A. Martinson
                                             -----------------------------------
                                             Curtis A. Martinson
                                             Executive Vice President

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