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                                                                     EXHIBIT 3.1

                              ARTICLES OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                       REDLINE PERFORMANCE PRODUCTS, INC.


         The undersigned, the President of REDLINE PERFORMANCE PRODUCTS, INC., a

Minnesota corporation (the "Corporation"), does hereby certify as follows:

         1.     The name of the Corporation is Redline Performance Products,
                Inc.

         2.     Set forth on Exhibit A attached hereto and incorporated herein
                by reference are the Third Amended and Restated Articles of
                Incorporation which have been adopted by the Corporation in
                accordance with the provisions of the Minnesota Business
                Corporation Act, Chapter 302A of the Minnesota Statutes.

         3.     The Third Amended and Restated Articles of Incorporation set
                forth the corresponding provisions of the Corporation's Articles
                of Incorporation as previously amended.

         IN WITNESS WHEREOF, I have subscribed my name hereto this 22nd day of
May, 2003.


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




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                                    EXHIBIT A


              THIRD AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                       REDLINE PERFORMANCE PRODUCTS, INC.


                                   ARTICLE 1.

                                      NAME

         The name of the Corporation is Redline Performance Products, Inc.

                                   ARTICLE 2.

                                REGISTERED OFFICE

         The address of the registered office of the Corporation is 1500 Wells
Fargo Plaza, 7900 Xerxes Avenue So., Bloomington, MN 55431-1194.

                                   ARTICLE 3.

                                     SHARES

         (a)     The Corporation is authorized to issue fifty million
         (50,000,000) shares of One Cent ($0.01) per share par value capital
         stock, to be held, sold, and paid for at such times and in such manner
         as the Board of Directors may from time to time determine, in
         accordance with the laws of the State of Minnesota.

         (b)      Unless otherwise established by the Board of Directors, all
         shares of the Corporation are common shares entitled to vote and shall
         be of one class and one series having equal rights and preferences in
         all matters.

         (c)      The Board of Directors shall have the power to establish more
         than one class or series of shares and to fix the relative rights and
         preferences of any such different classes or series.

         (d)      The shareholders of the Corporation shall not have preemptive
         rights.

         (e)      Cumulative voting for directors is not permitted.

                                   ARTICLE 4.

                              DIRECTORS' LIABILITY

         A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of a fiduciary
duty as a director; provided, however, that this Article 4 shall not eliminate
or limit the liability of a director to the extent provided by applicable law
(i) for any breach of the director's duty of loyalty to the Corporation or its
shareholders, (ii) for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law, (iii) under Sections
302A.559 or 80A.23 of the Minnesota Statutes, (iv) for any transaction from
which the director derived an



                                       2.
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improper personal benefit, or (v) liability for any act or omission occurring
prior to the effective date of this Article 4. If Minnesota Statutes, Chapter
302A is hereafter amended to authorize the further elimination or limitation of
the liability of directors, then the liability of a director of the Corporation,
in addition to the limitation on personal liability provided herein, shall be
limited to the fullest extent permitted by the amended Minnesota Statutes,
Chapter 302A. Any repeal or modification of this Article 4 by the shareholders
of the Corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

                                   ARTICLE 5.

                               FUNDAMENTAL CHANGES

         In any of the following types of actions or transactions with respect
to which the law requires a vote of the outstanding shares of the Corporation,
the affirmative vote of a majority of the shares entitled to vote shall be
sufficient to authorize the action or transaction:

         (a)      A merger with any other corporation or corporations;

         (b)      An exchange of a majority of the voting capital stock of the
         Corporation for shares of one or more classes or series of one or more
         other corporations;

         (c)      The sale, lease, transfer, or other disposition of all, or
         substantially all, of the Corporation's property and assets, including
         its goodwill, not in the usual and regular course of business; or

         (d)      The voluntary dissolution of the Corporation.














                                       3.