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                                                                   Exhibit 10.31

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.

Void After 5:00 p.m. Minneapolis, Minnesota time on May 14, 2009

                       REDLINE PERFORMANCE PRODUCTS, INC.

                          COMMON STOCK PURCHASE WARRANT

Warrant No. GAF5/04-01                                           Shares: 50,000

      THIS CERTIFIES that, subject to the terms and conditions herein set forth,
GUNNALLEN FINANCIAL, INC., 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, Fifty Thousand (50,000) 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 75/100 Dollars ($1.75). 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 of Common Stock or declare a dividend payable
      in Common Stock, the Warrant Price in effect immediately prior to such
      subdivision shall be proportionately reduced and the number of shares of
      Common Stock purchasable pursuant to this Warrant shall be proportionately
      increased, and conversely, in case the outstanding Common Stock shall be
      combined into a smaller number of shares of Common Stock, the Warrant
      Price in effect immediately prior to such combination shall be
      proportionately increased and the number of shares of Common Stock
      purchasable upon the exercise of this Warrant shall be proportionately
      reduced, in each case by the ratio which the total number of shares of

<PAGE>

      Common Stock to be outstanding immediately after such event bears to the
      total number of shares of Common Stock outstanding immediately prior to
      such event.

      (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.

      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.)   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.

      5.)   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, bank draft or another type of payment acceptable to the
Company. 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 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 will issue the Shares to Holder either in the form of a
certificate registered in the name of Holder or by recording such issuance on
the Company's

                                       2.
<PAGE>

electronic stock records, as may be directed by the Company to its transfer
agent and registrar, together with cash in lieu of any fraction of a Share, as
provided above.

      6.)   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 "SECURITIES ACT")
or applicable state securities laws.

      7.)   Restrictive Legend. 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, and 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
            exemption from registration under the Securities Act of 1933, as
            amended, and under the applicable state securities laws.

      8.)   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 will issue and exchange therefore 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 Section shall be subject to and conditioned upon the
compliance of any such subdivision with applicable state securities laws and
with the Securities Act.

      9.)   Reserved.

      10.)  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.

      11.)  Registration Rights. The Holder shall have the registration rights
set forth herein:

      (a)   Notice of Registration. If at any time or from time to time the
      Company shall determine to register any of its shares of Common Stock,
      either for its own account or the account of a security holder or holders
      (other than: (i) a registration statement relating to any employee benefit
      plan of the Company, including but not limited to, Form S-8 under

                                       3.
<PAGE>

      the Securities Act as in effect on the date hereof or any successor or
      similar registration form under the Securities Act subsequently adopted by
      the Securities and Exchange Commission (the "COMMISSION"); (ii) a
      registration statement of the Company relating to any corporate
      reorganization or other transaction under Rule 145, including any
      registration statements related to the issuance or resale of securities
      issued in such a transaction, (iii) a registration statement related to
      the offer and sale of debt securities; and (iv) a registration statement
      relating to any sale or merger of the Company including, but not limited
      to, Form S-4 under the Securities Act as in effect on the date hereof or
      any successor or similar registration form under the Securities Act
      subsequently adopted by the Commission), the Company shall;

            (1)   promptly give written notice thereof to the Holder; and

            (2)   subject to Section 11(b), include in such registration (and
                  any related qualification under blue sky laws or other
                  compliance), and in any underwriting involved therein, all of
                  the Shares specified in a written request or requests, made by
                  any Holder within twenty (20) days after receipt of such
                  written notice from the Company. If any Holder decides not to
                  include all of its Shares in such registration, such holder of
                  Shares shall nevertheless continue to have the right to
                  include any Shares in any subsequent registration statements
                  as may be filed by the Company with respect to offerings of
                  its Common Stock, all upon the terms and conditions set forth
                  herein. Such notice sent by the Holder shall state the
                  intended method of disposition of the Shares by the Holder.

      (b)   Underwriting. If the registration of which the Company gives notice
      is for a registered public offering involving an underwriting, the Company
      shall so advise the Holder as a part of the written notice given pursuant
      to Section 11(a)(1). In such event, the right of any Holder to
      registration pursuant to this Section 11 shall be conditioned upon such
      Holder's participation in such underwriting and the inclusion of Shares in
      the underwriting to the extent provided herein. All Holders proposing to
      distribute their securities through such underwriting shall, together with
      the Company, enter into an underwriting agreement in customary form with
      the managing underwriter selected for such underwriting by the Company.
      Notwithstanding any other provision of this Section 11(b), if the managing
      underwriter determines that marketing factors require a limitation of the
      number of shares to be underwritten, the managing underwriter may limit on
      a pro rata basis (based on the total number of securities entitled to
      registration which are held by the Holder and by third parties) the number
      of Shares to be included in such registration or prohibit any Shares from
      being included in such underwriting; provided that no such reduction shall
      be made with respect to securities being offered by the Company for its
      own account. The Company shall advise all Holders proposing to distribute
      their Shares through such underwriting of any such limitations, and the
      number of Shares that may be included in the registration. To facilitate
      the allocation of shares in accordance with the above provisions, the
      Company may round the number of Shares allocated to any Holder proposing
      to distribute their securities through such underwriting to the nearest
      one hundred (100) shares. If any Holder proposing to distribute their
      securities through such underwriting disapproves of the terms of any such
      underwriting,

                                       4.
<PAGE>

      he may elect, unless otherwise agreed in writing by such Holder, to
      withdraw therefrom by written notice to the Company and the managing
      underwriter. Any securities excluded or withdrawn from such underwriting
      shall be withdrawn from such registration.

      (c)   Registration Expenses. Except as expressly provided in this
      paragraph, the Company shall bear all expenses incurred in connection with
      each registration pursuant to Section 11, including all registration fees,
      printing expenses, fees and disbursements of counsel for the Company, blue
      sky fees and expenses and the expense of any special audits incident to or
      required by any such registration. The Holder shall bear all underwriting
      discounts, selling commissions, stock transfer taxes and fees of counsel
      to holders of Shares applicable to the securities included in a
      registration under Section 11, which expenses shall be borne by the Holder
      pro rata on the basis of the number of shares so registered.

      (d)   Right to Terminate Registration. Notwithstanding any provision
      herein to the contrary, the Company shall have the right to terminate or
      withdraw any registration initiated by it under this Section 11, whether
      or not any Holder has elected to include securities in such registration.

      (e)   Registration Procedures. In the case of each registration,
      qualification or compliance effected by the Company pursuant to Section
      11, the Company will:

            (1)   Keep each Holder advised as to the initiation of each
                  registration, qualification and compliance and as to the
                  completion thereof;

            (2)   Prepare and, as soon as practicable, file with the Commission
                  a registration statement with respect to such securities and
                  use its commercially reasonable efforts to cause such
                  registration statement to become and remain effective until
                  the earlier of the sale of the Shares so registered or ninety
                  (90) days subsequent to the effective date of such
                  registration;

            (3)   Prepare and file with the Commission such amendments and
                  supplements to such registration statement and the prospectus
                  used in connection therewith as may be necessary to make and
                  to keep such registration statement effective and to comply
                  with the provisions of the Securities Act with respect to the
                  sale or other disposition of all securities proposed to be
                  registered in such registration statement until the earlier of
                  the sale of the Shares so registered or nine (9) months
                  subsequent to the effective date of such registration
                  statement;

            (4)   Furnish to the Holders participating in such registration and
                  to the underwriters of the securities being registered such
                  reasonable number of copies of the registration statement,
                  preliminary prospectus, final prospectus and such other
                  documents as such parties may reasonably request in order to
                  facilitate the public offering of such securities; and

                                       5.
<PAGE>

            (5)   Use its commercially reasonable efforts to register or qualify
                  the Shares covered by such registration statement under the
                  securities or blue sky laws of such states as the Holders
                  shall reasonably request, maintain any such registration or
                  qualification current until the earlier of the sale of the
                  Shares so registered or (90) days subsequent to the effective
                  date of the registration statement, and take any and all other
                  actions either necessary or advisable to enable the Holders to
                  consummate the public sale or other disposition of the Shares
                  in jurisdictions where the Holders desire to effect such sales
                  or other disposition (but the Company shall not be required to
                  take any action that would subject it to the general
                  jurisdiction of the courts of any jurisdiction in which it is
                  not so subject or to qualify as a foreign corporation in any
                  jurisdiction where the Company is not so qualified).

      (f)   Indemnification.

            (1)   By the Company. For each registration effected pursuant to
                  Section 11 in which the Holder's Shares are included in such
                  registration, the Company will indemnify each Holder, and each
                  person controlling such Holder within the meaning of Section
                  15 of the Securities Act, and each underwriter, if any, and
                  each person who controls any underwriter within the meaning of
                  Section 15 of the Securities Act, with respect to each
                  registration, qualification or compliance which has been
                  effected pursuant to this Agreement, against all expenses,
                  losses, damages or liabilities (or actions in respect
                  thereof), including any of the foregoing incurred in
                  settlement of any litigation arising out of or based on any
                  untrue statement (or alleged untrue statement) of a material
                  fact contained in any registration statement, prospectus, or
                  any amendment or supplement thereto, incident to any such
                  registration, qualification or compliance, or based on any
                  omission (or alleged omission) to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein, in light of the circumstances in which
                  they were made, not misleading, in connection with any such
                  registration, qualification or compliance, and the Company
                  will reimburse each such Holder and each person who controls
                  any underwriter within the meaning of Section 15 of the
                  Securities Act, for any legal and any other expenses
                  reasonably incurred in connection with defending any such
                  claim, loss, damage, liability or action, provided that the
                  Company will not be liable in any such case to the extent that
                  any such loss, damage, liability or expense arises out of or
                  is based on any untrue statement or omission or alleged untrue
                  statement or omission, made in reliance upon and in conformity
                  with information furnished to the Company expressly for use in
                  connection with such registration by such Holder, controlling
                  person or underwriter. It is agreed that the indemnity
                  agreement contained in this Section 11(f)(1) shall not apply
                  to amounts paid in settlement of any such litigation if such
                  settlement is effected without the consent of the Company
                  (which consent shall not be unreasonably withheld).

                                       6.
<PAGE>

            (2)   By the Holder. The Holder will, if Shares held by such Holder
                  are included in the securities as to which such registration,
                  qualification or compliance is being effected, indemnify the
                  Company, each of its directors and officers and its legal
                  counsel and independent accountants, each underwriter, if any,
                  of the Company's securities covered by such a registration
                  statement, each person who controls the Company or such
                  underwriter within the meaning of Section 15 of the Securities
                  Act, and each other holder of securities included in any
                  registration effected pursuant to Section 11(a), each of their
                  officers and directors and each person controlling such holder
                  within the meaning of Section 15 of the Securities Act,
                  against all claims, losses, damages and liabilities (or
                  actions in respect thereof) arising out of or based on any
                  untrue statement (or alleged untrue statement) of a material
                  fact contained in any such registration statement, prospectus,
                  or other document, or any omission (or alleged omission) to
                  state therein a material fact required to be stated therein or
                  necessary to make the statements therein, in light of the
                  circumstances in which they were made, not misleading, and
                  will reimburse the Company, such holders, such directors,
                  officers, legal counsel, independent accountants, persons,
                  underwriters or controlling persons for any legal or any other
                  expenses reasonably incurred in connection with investigating
                  or defending any such claim, loss, damage, liability or
                  action, in each case to the extent, but only to the extent,
                  that such untrue statement (or alleged untrue statement) or
                  omission (or alleged omission) is made in such registration
                  statement, prospectus or other document in reliance upon and
                  in conformity with information furnished to the Company
                  expressly for use in connection with such registration by such
                  Holder.

            (3)   Procedures. Each party entitled to indemnification under this
                  Section 11(f) (the "INDEMNIFIED PARTY") shall give notice to
                  the party required to provide indemnification (the
                  "INDEMNIFYING PARTY") promptly after such Indemnified Party
                  has actual knowledge of any claim as to which indemnity may be
                  sought, and shall permit the Indemnifying Party to assume the
                  defense of any such claim or any litigation resulting
                  therefrom, provided that counsel for the Indemnifying Party,
                  who shall conduct the defense of such claim or litigation,
                  shall be approved by the Indemnified Party (whose approval
                  shall not unreasonably be withheld), and the Indemnified Party
                  may participate in such defense at its own expense; provided,
                  however, that the failure of any Indemnified Party to give
                  notice as provided herein shall not relieve the Indemnifying
                  Party of its obligations under this Agreement unless the
                  failure to give such notice is prejudicial to an Indemnifying
                  Party's ability to defend such action. No Indemnifying Party,
                  in the defense of any such claim or litigation, shall, except
                  with the consent of each Indemnified Party, consent to entry
                  of any judgment or enter into any settlement which does not
                  include as an unconditional term thereof the giving by the
                  claimant or plaintiff to such

                                       7.
<PAGE>

                  Indemnified Party of a release from all liability in respect
                  to such claim or litigation.

            (4)   Contributions. If the indemnification provided for in this
                  Section 11(f) is held by a court of competent jurisdiction to
                  be unavailable to an Indemnified Party with respect to any
                  losses, claims, damages or liabilities referred to herein, the
                  Indemnifying Party, in lieu of indemnifying such Indemnified
                  Party thereunder, shall to the extent permitted by applicable
                  law contribute to the amount paid or payable by such
                  Indemnified Party as a result of such loss, claim, damage or
                  liability in such proportion as is appropriate to reflect the
                  relative fault of the Indemnifying Party on the one hand and
                  of the Indemnified Party on the other in connection with that
                  which resulted in such loss, claim, damage or liability, as
                  well as any other relevant equitable considerations. The
                  relative fault of the Indemnifying Party and of the
                  Indemnified Party shall be determined by a court of law by
                  reference to, among other things, whether the untrue or
                  alleged untrue statement of a material fact or the omission to
                  state a material fact relates to information supplied by the
                  Indemnifying Party or by the Indemnified Party and the
                  parties' relative intent.

      (g)   Information by Holder. Each Holder of Shares included in any
      registration shall furnish to the Company such information, including
      information regarding such Holder, the Shares held by them and the
      distribution proposed, as the Company may request in writing to enable the
      Company to comply with the provisions hereof in connection with any
      registration, qualification or compliance referred to in this Agreement.

      (h)   Market Stand-Off Agreement. Each Holder agrees that if, in
      connection with any public offering of securities by the Company, the
      Company or the underwriters managing the offering so request, the Holder
      shall not offer to sell, sell, make any short sale of, loan, grant any
      option for the purchase of, pledge, hypothecate or otherwise dispose of
      any Shares (other than those included in the registration) without the
      prior written consent of the Company or such underwriters, as the case may
      be, for such period of time (not to exceed one hundred eighty (180) days
      from the date of the final prospectus for such offering), as may be
      requested by the Company or the underwriters; provided, however, in the
      event that officers and directors of the Company are not required to enter
      into any market standoff agreement or the term of such officers' and
      directors' market standoff is less than 180 days, the market standoff
      terms imposed upon the holder of this Warrant hereunder shall be the same
      as that entered into by officers and directors. This paragraph shall be
      binding on all transferees or assignees of Shares, whether or not such
      persons are entitled to registration rights pursuant to Section 11 hereof.

      (i)   Termination of Registration Rights. All rights granted and
      obligations imposed pursuant to Section 11 of this Agreement shall
      terminate with respect to all Shares that have been sold to or through a
      broker or dealer or underwriter in a public distribution or a public
      securities transaction, and as to each Holder, at such time as such Holder
      may sell all of such Holder's Shares which have not been sold as provided
      above, pursuant to Rule 144 under the Securities Act within any three (3)
      month period or immediately

                                       8.
<PAGE>

      pursuant to Rule 144(k). Provided that the holder has complied with the
      terms of Rule 144 or Rule 144(k), as applicable, the Company shall provide
      to the holder of this Warrant (or the underlying shares of Common Stock)
      or its transfer agent, at its costs and expense, a legal opinion of its
      counsel so as to allow for the issuance of the underlying shares of Common
      Stock upon exercise of the Warrant and for the sale by the holder pursuant
      to Rule 144. All transfer agent fees shall be borne by the Company in
      connection with a sale pursuant to Rule 144.

      12.)  Call Provision. During any period in which the Company is a
reporting company under the Securities Exchange Act of 1934, as amended, and the
reported closing price of the Company's Common Stock for not less than thirty
(30) consecutive trading days was not less than five (5) times the Warrant
Price, the Company shall have the right to call and terminate the Warrant,
without paying any additional consideration for the Warrant, and shall deliver
written notice to the Holder ("CALL NOTICE") of the effectiveness of the call
right. The Holder shall have thirty (30) days from the date of the Call Notice
("CALL PERIOD") during which the Holder may exercise the Warrant. If the Warrant
is not exercised during the Call Period, the Holder shall deliver the Warrant to
the Company for cancellation. Cancellation of the Warrant shall be effective on
the Company's books and records notwithstanding the Holder's failure to deliver
the Warrant to the Company for cancellation.

      13.)  Conversion Right.

      (a)   The Holder of this Warrant shall have the right to require the
      Company to convert this Warrant (the "CONVERSION RIGHT") at any time prior
      to its expiration into shares of Common Stock as provided for in this
      Section 13. Upon exercise of the Conversion Right, the Company shall
      deliver to the holder (without payment by the holder of any Warrant Price)
      the number of shares of Common Stock ("N") determined based on the formula
      set forth below.

            N = A - B
                -----
                  C

      For purposes of the Conversion Right, "A" is the aggregate Fair Market
      Value for the total number of Warrant Shares being exercised immediately
      prior to the exercise of the Conversion Right, "B" is the aggregate
      Warrant Price for the Shares in effect immediately prior to the exercise
      of the Conversion Right, and "C" is the Fair Market Value of one share of
      Common Stock immediately prior to the exercise of the Conversion Right.

      (b)   The Conversion Right may be exercised by the Holder, at any time or
      from time to time, prior to its expiration, on any business day by
      delivering a written notice in the form attached hereto (the "CONVERSION
      NOTICE") to the Company at the offices of the Company exercising the
      Conversion Right and specifying (i) the total number of Shares the Holder
      will purchase pursuant to such conversion and (ii) the name, address and
      tax identification number of the entity or individual in whose name the
      Shares are to be issued.

      (c)   Upon exercise of the Conversion Right, (i) the Holder will surrender
      the Warrant, (ii) the Company will promptly deliver to the Holder a
      certificate or certificates for the

                                       9.
<PAGE>

      number of Shares issuable upon such conversion, together with cash, in
      lieu of any fraction of a share, and (iii) the Company will deliver to the
      Holder a new Warrant representing the number of shares, if any, with
      respect to which the Warrant shall not have been exercised.

      (d)   "FAIR MARKET VALUE" means, with respect to the Company's Common
      Stock, as of any date:

            (1)   if the Common Stock is listed or admitted to unlisted trading
                  privileges on any national securities exchange or is not so
                  listed or admitted but transactions in the Common Stock are
                  reported on the Nasdaq National Market, the reported closing
                  price of the Common Stock on such exchange or by the Nasdaq
                  National Market as of such date (or, if no shares were traded
                  on such day, as of the next preceding day on which there was
                  such a trade); or

            (2)   if the Common Stock is not so listed or admitted to unlisted
                  trading privileges or reported on the Nasdaq National Market,
                  and bid and asked prices therefor in the over-the-counter
                  market are reported by the Nasdaq system or National Quotation
                  Bureau, Inc. (or any comparable reporting system), the mean of
                  the closing bid and asked prices as of such date, as so
                  reported by the Nasdaq system, or, if not so reported thereon,
                  as reported by National Quotation Bureau, Inc. (or such
                  comparable reporting service); or

            (3)   if the Common Stock is not so listed or admitted to unlisted
                  trading privileges, or reported on the Nasdaq National Market,
                  and such bid and asked prices are not so reported by the
                  Nasdaq system or National Quotation Bureau, Inc. (or any
                  comparable reporting service), such price as the Company's
                  Board of Directors determines in good faith in the exercise of
                  its reasonable discretion.

      14.)  No Shareholder Rights. This Warrant shall not entitle the Holder to
any of the rights of a shareholder of the Company prior to exercise of this
Warrant.

      15.)  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.

      16.)  Miscellaneous. This Warrant shall be governed by the laws of the
State of Minnesota without reference to such state's choice 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

                                      10.
<PAGE>

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 14th day of May, 2004.

REDLINE PERFORMANCE PRODUCTS, INC.

/s/ Mark A. Payne
-----------------------------
Mark A. Payne
President and CFO

                                      11.
<PAGE>

                                  EXERCISE FORM
                  (TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)

Redline Performance Products, Inc.

      The undersigned, the holder of the within warrant, hereby irrevocably
elects to exercise the purchase right represented by such warrant for, and to
purchase thereunder ____________ shares of the Common Stock, $.01 par value, of
Redline Performance Products, Inc. and herewith makes payment of $_____________
therefor, and requests that the certificates for such shares be issued in the
name of __________________________ and be delivered to _________________________
whose address is: ___________________________.

Dated: _____________, 20___

________________________________
Warrant Holder

________________________________
Signature

________________________________
Name Typed or Printed

________________________________
Residence Address

________________________________
City, State and Zip Code

________________________________
Mailing Address

________________________________
City, State and Zip Code

________________________________
Telephone Number

________________________________
Facsimile Number

________________________________
Tax Identification Number
or Social Security Number

<PAGE>

                                 ASSIGNMENT FORM
                (TO BE SIGNED ONLY UPON TRANSFER OF THE WARRANT)

      For value received, the undersigned hereby sells, assigns and transfer
unto __________________________________________ the right represented by the
within Warrant to purchase __________ of the shares of common stock, $0.01 par
value, of Redline Performance Products, Inc. to which the within Warrant
relates, and appoints _____________________ attorney to transfer said right on
the books of Redline Performance Products, Inc., with full power of substitution
in the premises.

Dated: __________________                _______________________________________
                                         (Signature must conform in all respects
                                         to the name of holder as specified on
                                         the face of the warrant)

                                         (Address)

                                         (City - State - Zip)

In the presence of:

<PAGE>

                                CONVERSION NOTICE
              (TO BE SIGNED ONLY UPON EXERCISE OF CONVERSION RIGHT
                     SET FORTH IN SECTION 13 OF THE WARRANT)

Redline Performance Products, Inc.

      The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the Conversion Right set forth in Section 13 of such Warrant
and to purchase ____________ shares of the Common Stock, $.01 par value, of
Redline Performance Products, Inc. and requests that the certificates for such
shares be issued in the name of _________________________________ and be
delivered to _________________________ whose address is: _________________.

                                                        Dated: __________, 20___

________________________________
Warrant Holder

________________________________
Signature

________________________________
Name Typed or Printed

________________________________
Residence Address

________________________________
City, State and Zip Code

________________________________
Mailing Address

________________________________
City, State and Zip Code

________________________________
Telephone Number

________________________________
Facsimile Number

________________________________
Tax Identification Number
or Social Security Number

                                      14.