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                                                                    Exhibit 10.2

                       REDLINE PERFORMANCE PRODUCTS, INC.
                  2001 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN


       1.) Definitions. As used in this Plan, the following terms have the
following meanings:

       (a) "Administrator" means the Board of Directors.

       (b) "Affiliate" means a "parent" or "subsidiary" corporation, as defined
       in Sections 425(e) and 425(f), respectively, of the Code.

       (c) "Board" means the Board of Directors of the Company.

       (d) "Code" means the Internal Revenue Code of 1986, as amended from time
       to time.

       (e) "Common Stock" means the common stock, $0.01 par value per share, of
       the Company, or any successor class or series of voting Common Stock of
       the Company.

       (f) "Company" means Redline Performance Products, Inc., a Minnesota
       corporation.

       (g) "Director" means a member of the Board.

       (h) "Effective Date" means the date on which the Plan was adopted by the
       Board.

       (i) "Eligible Director" means a Director who is not also an employee of
       the Company or of an Affiliate. A person shall not be an Eligible
       Director if the Company is contractually obligated to include such person
       on the Board of Directors.

       (j) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

       (k) "Grant Date" means the date on which an Option is granted.

       (l) "Option" means an option to purchase Common Stock under the Plan. All
       Options granted under this Plan are Non-Qualified Options to purchase
       Common Stock and are not intended to qualify under Section 422 of the
       Internal Review Code of 1986, as amended.

       (m) "Option Agreement" means a written agreement evidencing an Option, in
       a form satisfactory to the Company, duly executed on behalf of the
       Company and delivered to and executed by an Optionee.

       (n) "Option Stock" means shares of Common Stock issued or issuable upon
       exercise of an Option.

       (o) "Optionee" means an Eligible Director who has been granted an Option.


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       (p) "Optionee Termination Date" means the date on which an Optionee
       ceases to be a Director of the Company.

       (q) "Plan" means the Redline Performance Products, Inc. Non-Employee
       Director Stock Option Plan.

       (r) "Securities Act" means the Securities Act of 1933, as amended.

       2.) Purposes of the Plan. The purposes of the Plan are to attract and
retain highly qualified Directors and to provide equity-based incentive to
Eligible Directors by aligning their interests with those of the shareholders of
the Company.

       3.) Common Stock Subject to the Plan. The maximum number of shares of
Common Stock available for issuance under the Plan is Two Hundred Thousand
(200,000). The shares of Common Stock covered by the portion of any Option that
expires or otherwise terminates unexercised under this Plan shall become
available again for grant. The number of shares of Common Stock covered by
Options is subject to adjustment in accordance with Section 5(a) of the Plan.

       4.) Administration. The Administrator shall have the authority to grant
Options under this Plan, and to determine all other matters relating to this
Plan. The Administrator may delegate ministerial duties to such employees of the
Company as it deems proper. All questions of interpretations, implementation and
application of this Plan shall be determined by the Administrator, and such
determinations shall be final and binding on all persons.

       5.) Adjustments.

       (a) Adjustments. In the event that the Common Stock is changed into or
       exchanged for a different number or kind of shares or other securities of
       the Company or of another corporation by reason of any reorganization,
       merger, consolidation, recapitalization, reclassification, Common Stock
       split-up, combination of shares or dividends payable in capital Common
       Stock, appropriate adjustments shall be made in the number and kind of
       shares as to which Options may be granted under the Plan and as to which
       outstanding Options or portions thereof then unexercised shall be
       exercisable, to the end that the proportionate interest of the
       participant shall be maintained as before the occurrence of such event.
       Such adjustment in outstanding Options shall be made without change in
       the total price applicable to the unexercised portion of such Options and
       with a corresponding adjustment in the Option price per share and number
       of shares of Option Stock. No such adjustment shall be made which shall,
       within the meaning of any applicable sections of the Code, constitute a
       modification, extension or renewal of an Option or a grant of additional
       benefits to an Optionee.

       (b) Replacement Securities. If the Company is a party to a merger,
       consolidation, reorganization or similar corporate transaction and if, as
       a result of that transaction, the Company's Common Stock is exchanged
       for: (i) other securities of the Company or (ii) securities of another
       corporation which has assumed the outstanding Options under the




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       Plan or has substituted for such Options its own options, then each
       Optionee shall be entitled (subject to the conditions stated herein or in
       such substituted Options, if any), in respect of that Optionee's Options,
       to purchase that amount of such other securities of the Company or of
       such other corporation as is sufficient to ensure that the value of the
       Optionee's Options immediately before the corporate transaction is
       equivalent to the value of such Options immediately after the
       transaction, taking into account the price of the Option before such
       transaction, the Fair Market Value per Share, as hereinafter defined, of
       the Common Stock immediately before such transaction and the Fair Market
       Value immediately after the transaction, of the securities then subject
       to that Option (or to the option substituted for that Option, if any).
       Upon the happening of any such corporate transaction, the class and
       aggregate number of shares subject to the Plan which have been heretofore
       or may be hereafter granted under the Plan shall be appropriately
       adjusted to reflect the events specified in this Subsection.

       6.) Change in Control.

       (a) Change in Control. For purposes of this Section 6, a "Change in
       Control" of the Company will mean (i) the sale, lease, exchange or other
       transfer of substantially all of the assets of the Company (in one
       transaction or in a series of related transactions) to a person or entity
       that is not controlled, directly or indirectly, by the Company, (ii) a
       merger or consolidation to which the Company is a party if the
       shareholders of the Company immediately prior to effective date of such
       merger or consolidation do not have "beneficial ownership" (as defined in
       Rule 13d-3 under the Exchange Act) immediately following the effective
       date of such merger or consolidation of more than 50% of the combined
       voting power of the surviving corporation's outstanding securities
       ordinarily having the right to vote at elections of directors, or (iii) a
       change in control of the Company of a nature that would be required to be
       reported pursuant to Section 13 or 15(d) of the Exchange Act, whether or
       not the Company is then subject to such reporting requirements.

       (b) Acceleration of Vesting. Without limiting the authority of the
       Administrator under the Plan, if a Change in Control of the Company
       occurs, then, if approved by the Administrator in its sole discretion
       either in an agreement evidencing an Option grant at the time of grant or
       at any time after the grant of an Option, all such Options will become
       immediately exercisable in full and will remain exercisable in accordance
       with the terms of the Plan.

       (c) Cash Payment for Options. If a Change in Control of the Company
       occurs, then the Administrator in its sole discretion either in an
       agreement evidencing an Option grant at the time of grant or any time
       after the grant of an Option, and without the consent of any Option
       recipient effected thereby, may determine that some or all recipients
       holding outstanding Options will receive, with respect to and in lieu of
       some or all of the Option Stock, as of the effective date of any such
       Change in Control of the Company, cash in an amount equal to the excess
       of the Fair Market Value of the Common Stock, as defined in Section 9
       hereof, either immediately prior to the effective date of such Change in
       Control of the Company or, if greater, determined on the basis of the
       amount paid as



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       consideration by the other party(ies) to the Change in Control
       transaction, over the exercise price per share of such Options.

       (d) Limitation on Change in Control Payments. Notwithstanding anything in
       Sections 6(b) or (c) of the Plan to the contrary, if the Company is then
       subject to the provisions of Section 280G of the Code, and if the
       acceleration of the vesting of an Option as provided in Section 6(b) or
       the payment of cash in exchange for all or part of an Option as provided
       in Section 6(c) (which acceleration or payment could be deemed a
       "payment" within the meaning of Section 28OG(b)(2) of the Code), together
       with any other payments which such Optionee has the right to receive from
       the Company would constitute a "parachute payment" (as defined in Section
       28OG(b)(2) of the Code), then the payments to such Optionee pursuant to
       Sections 6(b) or (c) will be reduced to the largest amount as will result
       in no portion of such payments being subject to the excise tax imposed by
       Section 4999 of the Code; provided, however, that if such Optionee is
       subject to a separate agreement with the Company which specifically
       provides that payments attributable to one or more forms of employee
       stock incentives or to payments made in lieu of employee stock incentives
       will not reduce any other payments under such agreement, even if it would
       constitute an excess parachute payment, then the limitations of this
       Subsection (d) will, to that extent, not apply.

       7.) Terms and Conditions of Options.

       (a) Grant of Option. Options shall be granted to Eligible Directors
       pursuant to this Plan as follows:

              (1)    Each Eligible Director shall be automatically granted an
                     Option to purchase 25,000 shares of Option Stock (the
                     "Initial Grant") on the date on which such person first
                     becomes a Director, whether through election by the
                     shareholders of the Company or appointment by the Board of
                     Directors. With respect to Directors who are Eligible
                     Directors as of the Effective Date, an Initial Grant to
                     each such Eligible Director shall be effective as of the
                     Effective Date. The Administrator may, at its sole
                     discretion, increase or decrease the number of shares of
                     Option Stock granted in an Initial Grant.

              (2)    Each Eligible Director shall be automatically granted, on
                     the date of each annual meeting of the Company's
                     shareholders, an Option to purchase 5,000 shares of Option
                     Stock (the "Annual Grant"), provided that an Eligible
                     Director who has not been an Eligible Director since the
                     previous annual meeting of the Company's shareholders shall
                     not be granted an Option under this Subsection. The
                     Administrator may, at its sole discretion, increase or
                     decrease the number of shares of Option Stock granted in an
                     Annual Grant.

       (b) Exercise Price. The exercise price of an Option shall be 100% of the
       Fair Market Value of the Common Stock, as defined in Section 9 hereof, on
       the Grant Date.



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       (c) Option Term. Each Option granted under this Plan shall expire seven
       (7) years from the Grant Date. If an Eligible Director ceases to serve as
       a Director other than as the result of removal by the Board, such person
       may, but only within five (5) years of such person's Optionee Termination
       Date, exercise such person's Option to the extent that such Option had
       vested and become exercisable on the Optionee Termination Date, provided,
       that in no event may an Option be exercised more than seven (7) years
       from the Grant Date. If an Eligible Director ceases to serve as a
       Director as the result of removal or termination by or resignation from
       the Board, all Options held by such person, whether or not such Options
       have vested and become exercisable, shall immediately terminate on the
       Optionee Termination Date.

       (d) Vesting. Except as otherwise provided in this paragraph, Options
       granted under the Plan shall vest and become exercisable with respect to
       20% of such Option Stock on the Grant Date, with respect to an additional
       20% on the date twelve (12) months after the Grant Date, with respect to
       an additional 20% on the date twenty-four (24) months after the Grant
       Date, with respect to an additional 20% on the date thirty-six (36)
       months after the Grant Date, and with respect to the final 20% on the
       date forty-eight (48) months after the Grant Date. Options granted under
       the Plan pursuant to an Annual Grant shall vest and become exercisable
       with respect to 50% of such Option Stock on the Grant Date and with
       respect to the balance of 50% on the date twelve (12) months after the
       Grant Date.

       (e) An Option shall vest and become exercisable only if the Optionee is a
       Director on the vesting date.

       (f) Exercise

              (1)    At the time written notice of exercise of an Option is
                     given to the Company, the Optionee shall make payment in
                     full, in cash or check or by one of the methods specified
                     below, for all Common Stock purchased pursuant to the
                     exercise of such Option. An Option may be exercised by
                     delivery by the Optionee of Common Stock already owned by
                     the Optionee for all or part of the aggregate exercise
                     price of the Common Stock as to which the Option is being
                     exercised, so long as (i) the value of such Common Stock
                     (determined as provided in Section 9) is equal on the date
                     of exercise to the aggregate exercise price of the shares
                     of Common Stock as to which the Option is being exercised,
                     or such portion thereof as the Optionee is authorized to
                     pay by delivery of Common Stock and (ii) such previously
                     owned shares have been held by the Optionee for at least
                     six (6) months.

              (2)    An Optionee wishing to exercise an Option shall give
                     written notice to the Company at its principal executive
                     office, to the attention of the Chief Financial Officer of
                     the Company, accompanied by payment of the Option exercise
                     price or the Common Stock equivalent




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                     thereof. The date the Company receives written notice of an
                     exercise hereunder accompanied by payment of the Option
                     exercise price or the Common Stock equivalent thereof will
                     be considered the date such Option was exercised. Promptly
                     after receipt of such written notice and payment or Common
                     Stock equivalent thereof, the Company shall deliver to the
                     Optionee or such other person permitted to exercise such
                     Option under Section 8, a certificate or certificates for
                     the requisite number of shares of Common Stock.
                     Certificates representing such shares shall be affixed with
                     appropriate legends restricting transfer as provided in the
                     Plan.

       8.) Transferability of Options. Each Option granted hereunder may be
transferred by the Optionee to a member of the Optionee's immediate family, to a
trust established for the benefit of the Optionee or a member of the Optionee's
immediate family, or to a charitable non-profit organization. Except as
permitted by the preceding sentence, each Option granted under the Plan and the
rights and privileges thereby conferred shall not be transferred, assigned or
pledged in any way (whether by operation of law or otherwise), and shall not be
subject to execution, attachment or similar process. Upon any attempt to so
transfer, assign, pledge or otherwise dispose of the Option, or of any right or
privilege conferred thereby, contrary to the provisions of the Option or the
Plan, or upon levy of any attachment or similar process upon such rights and
privileges, the Option, and such rights and privileges, shall immediately become
null and void. A transfer of Options under the terms of the Plan may result in
the termination of the Company's or the Optionee's eligibility to register
Option Stock under the Securities Act and Optionees should make inquiry as to
eligibility for registration prior to exercising any Option.

       9.) Determination of Value. Any determination of the value of Common
Stock required by the Plan shall be determined in accordance with the following
provisions, as applicable (which value or closing price shall be referred to
herein as the "Fair Market Value per Share," or for a group of Shares, a total
"Fair Market Value"):

       (a) if, on the relevant date, the Common Stock is listed on a national or
       regional securities exchange or quoted on the NASDAQ National Market, on
       the basis of the closing sale price on the principal securities exchange
       on which the Common Stock may then be traded or, if there is no sale on
       the relevant date, then on the last previous day on which a sale was
       reported; or

       (b) if, on the relevant date, the Common Stock is not listed on any
       securities exchange or quoted on the NASDAQ National Market, but
       otherwise is publicly-traded and reported on NASDAQ, on the basis of the
       mean between the closing bid and asked quotations in the over-the-counter
       market as reported by NASDAQ; but if there are no bid and asked
       quotations in the over-the-counter market as reported by NASDAQ, then on
       the last previous day any bid and asked prices were quoted; or

       (c) if, on the relevant date, the Common Stock is not publicly-traded as
       described in (a) or (b), in good faith by the Board.

       10.) Restriction on Transfer of Option Stock.



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       (a) Compliance with Securities Laws. Common Stock shall not be issued
       pursuant to the exercise of an Option unless the exercise of the Option
       and the issuance and delivery of Common Stock pursuant thereto shall
       comply with all relevant provisions of law, including, without
       limitation, the Securities Act, the Exchange Act, applicable state
       securities laws, the rules and regulations promulgated under each of the
       foregoing, the requirements of the New York Stock Exchange (if the
       Company's securities are listed thereon) and the requirements of NASDAQ
       pertaining to the National Market or SmallCap Market (if the Company's
       securities are quoted thereon), and shall be further subject to the
       approval of counsel for the Company with respect to such compliance.

       (b) 180-Day Restriction on Transfer After a Public Offering. The Company
       may at a future date file a registration or offering statement (the
       "Registration Statement") with the Securities and Exchange Commission to
       facilitate a public offering of its securities. Should such an initial
       public offering be made and should the managing underwriter of such
       offering require it, the Common Stock issued pursuant to exercise of any
       Option will, without the prior written consent of the Company and such
       underwriter, be restricted from sale, transfer or other disposition
       during the "Lockup Period." 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 (i) 180 days and (ii) 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.

       (c) Restrictive Legend. The Company may place one or more restrictive
       legends on any certificates evidencing Option Stock 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 by the terms of the Non-Employee
              Director Stock Option Plan, a copy of which is available for
              inspection at the offices of the Company.



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       (d) Registration and Resale. If, at the time of exercise of an Option,
       the Common Stock subject to this Plan is not registered under the
       Securities Act and under applicable state securities laws, the
       Administrator may require that the Optionee deliver to the Company such
       documents as counsel for the Company may determine are necessary or
       advisable in order to substantiate compliance with applicable securities
       laws and the rules and regulations promulgated thereunder.

       11.) Rights.

       (a) Rights as Optionee. No Eligible Director shall acquire any rights as
       an Optionee unless and until an Option Agreement has been delivered to
       and executed by the Optionee, and duly executed on behalf of the Company.

       (b) Rights as Common Stockholder. No person shall have any rights as a
       shareholder of the Company with respect to any Common Stock subject to an
       Option until the date that a Common Stock certificate has been issued and
       delivered to the Optionee.

       (c) No Right to Re-Election. Nothing contained in the Plan or any Option
       Agreement shall be deemed to create any obligation on the part of the
       Board to nominate any Director for re-election by the Company's
       shareholders, or confer upon any Director the right to remain a member of
       the Board for any period of time, or at any particular rate of
       compensation.

       (d) No Limitations on Company Rights. The grant of an Option pursuant to
       the Plan shall not affect in any way the right or power of the Company to
       make adjustment, reclassifications, reorganizations, or changes of its
       capital business structure, or to merge or to consolidate or to dissolve,
       liquidate or sell, or transfer all or any part of its business or assets.

       12.) Registration and Resale. The Board may, but shall not be required
to, cause the Plan, the Options, and Common Stock subject to the Plan to be
registered under the Securities Act and under the securities laws of any state.
No Option may be exercised, and the Company shall not be obliged to grant Common
Stock upon exercise of an Option, unless, in the opinion of counsel for the
Company, such exercise and grant is in compliance with all applicable federal
and state securities laws and the rules and regulations promulgated thereunder.
As a condition to the grant of an Option for the issuance of Common Stock upon
the exercise of an Option, the Administrator may require that the Optionee agree
to comply with such provisions and federal and state securities laws as may be
applicable to such grant or the issuance of Common Stock, and the Optionee
delivers to the Company such documents as counsel for the Company may determine
are necessary or advisable in order to substantiate compliance with applicable
securities laws and the rules and regulations promulgated thereunder.

       13.) Amendment, Suspension or Termination of the Plan. The Board may at
any time amend, alter, suspend, or discontinue this Plan, except to the extent
that shareholder approval is required for any amendment or alteration (a) by
applicable law in order to exempt from Section 16(b) of the Exchange Act any
transaction contemplated by this Plan, or (b) by the rules of the




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New York Stock Exchange, if the Company's securities are listed thereon, or (c)
by the rules of NASDAQ, if the Company's securities are quoted thereon;
provided, however, no amendment, alteration, suspension or discontinuation shall
be made that would impair the rights of any Optionee under an Option without
such Optionee's consent; and provided further, that any provision in this Plan
relating to the eligibility of Directors to participate in this Plan, the timing
of Option grants made under this Plan or the number of shares issuable upon
exercise of Options granted to a Director under this Plan shall not be amended
more than once every six months, other than to comply with the changes in the
Code or the rules thereunder. Subject to the foregoing, the Administrator shall
have the power to make such changes in the regulations and administrative
provisions hereunder, or in any Option (with the Optionee's consent), as in the
opinion of the Administrator may be appropriate from time to time.

       14.) Indemnification of Administrator. Members of the group constituting
the Administrator shall be indemnified for actions with respect to the Plan to
the fullest extent permitted by the Articles of Incorporation and the Bylaws of
the Company and by the terms of any indemnification agreement that has been or
shall be entered into from time to time between the Company and any such person.

       15.) Plan Binding on Successors. Except as provided herein, the Plan
shall be binding on the successors of the Company.

       16.) Interpretation and Governing Law. This Plan shall be construed under
the laws of the State of Minnesota.

       17.) Headings. The headings used in this Plan are for convenience only,
and shall not be used to construe the terms and conditions of the Plan.

       IN WITNESS WHEREOF, the undersigned hereby acknowledges that the Company
has caused this document to be finalized and approved as the Redline Performance
Products, Inc. Non-Employee Director Stock Option Plan as of the 12th day of
March, 2001.



                                       REDLINE PERFORMANCE PRODUCTS, INC.



                                       By:  /s/ Chris Rodewald
                                            ------------------------------------
                                       Its:  Secretary




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