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                                                                    EXHIBIT 10.2

                          FOUNDERS FOOD & FIRKINS LTD.

                         1997 DIRECTOR STOCK OPTION PLAN
                AMENDED AND RESTATED EFFECTIVE NOVEMBER 26, 1999

     1.   PURPOSE

     The purpose of this 1997 Director Stock Option Plan (the "Plan"), adopted
by the Board of Directors of Founders Food & Firkins Ltd. on July 29, 1997, is
to attract and retain the best available individuals to serve as Directors of
the Company, to provide additional incentive to the Outside Directors of the
Company to serve as Directors and to encourage continued service by such persons
on the Board.

     The Company intends that the options granted hereunder shall not constitute
incentive stock options within the meaning of Section 422 of the Code, as
amended.

     2.   DEFINITIONS

     As used herein, the following definitions shall apply:

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

          (b) "BOARD" means the Board of Directors of the Company.

          (c) "CODE" means the Internal Revenue Code of 1986, as amended, and
     the rules and regulations promulgated thereunder.

          (d) "COMMITTEE" means the Committee of the Board appointed by the
     Board to administer the Plan pursuant to Section 6.

          (e) "COMMON STOCK" means the Common Stock, $.01 par value per share,
     of the Company.

          (f) "COMPANY" means Founders Food & Firkins Ltd., a Minnesota
     corporation.

          (g) "CONTINUOUS SERVICE AS A DIRECTOR" means the absence of any
     interruption or termination of service as a Director. Continuous Service as
     a Director shall not be considered interrupted in the case of sick leave,
     military leave or any other leave of absence approved by the Board or
     Committee.

          (h) "DIRECTOR" means a member of the Board.

          (i) "EMPLOYEE" means any person, including officers and Directors,
     employed by the Company or any Parent or Subsidiary of the Company. The
     payment of fees to a Director shall not be sufficient in and of itself to
     constitute "employment" by the Company.

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

          (k) "OPTION" means a stock option granted pursuant to the Plan.

          (l) "OPTIONED STOCK" means the Common Stock subject to an Option.


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          (m) "OPTIONEE" means an Outside Director who receives an option.

          (n) "OUTSIDE DIRECTOR" means a Director who is not an Employee,
     including an officer who is not employed on a full-time basis by the
     Company.

          (o) "PARENT" means a "parent corporation," whether now or hereafter
     existing, as defined in Section 424(e) of the Code.

          (p) "PLAN" means this 1997 Director Stock Option Plan, as amended and
     restated effective November 26, 1999.

          (q) "SHARE" means a share of Common Stock, as adjusted in accordance
     with Section 12 of the Plan.

          (r) "SUBSIDIARY" means a "subsidiary corporation," whether now or
     hereafter existing, as defined in Section 424(f) of the Internal Revenue
     Code of 1986, as amended.

     3.   SHARES SUBJECT TO THE PLAN

     Subject to the provisions of Section 12 of the Plan, the maximum aggregate
number of Shares which may be optioned and sold under the Plan is 250,000 shares
of Common Stock. The Shares may be authorized, but unissued, or reacquired
Common Stock.

     If an Option expires or becomes unexercisable for any reason without having
been exercised in full, the unexercised Shares which were subject thereto shall,
unless the Plan has been terminated, become available for future grant under the
Plan. If Shares which were acquired upon exercise of an Option are subsequently
repurchased by the Company, such Shares shall not become available for future
grant under the Plan.

     4.   AUTOMATIC GRANTS OF OPTIONS

     All grants of Options hereunder shall be automatic and non-discretionary
and shall be made strictly in accordance with the following provisions:

          (a) No person shall have any discretion to select which Outside
     Directors shall be granted Options or to determine the number of Shares to
     be covered by Options granted to Outside Directors.

          (b) Except as otherwise provided in Section 4(d), each Outside
     Director, including persons who are Outside Directors on the date of
     adoption of the Plan, shall be automatically granted an option to purchase
     15,000 Shares (the "First Option") upon the later to occur of (i) the
     effective date of the Plan, as determined in accordance with Section 8
     hereof, or (ii) the date on which such person first becomes an Outside
     Director, whether through election by the shareholders of the Company or
     appointment by the Board to fill a vacancy.

          (c) Except as otherwise provided in Section 4(d), after the First
     Option has been granted to an Outside Director, such Outside Director shall
     thereafter be automatically granted an Option to purchase 15,000 Shares
     (each a "Subsequent Option") on the first and each successive anniversary
     of the grant of the First Option.

          (d) Notwithstanding the provisions of Section 4(b) and (c), if the
     Company's shareholders do not approve the Plan on or before November 26,
     2000, then (i) the First Option shall be an option to purchase 10,000
     Shares as provided in Section 4(b), (ii) each Subsequent Option shall be an
     option to


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     purchase 5,000 Shares as provided in Section 4(c), and (iii) in no event
     shall an Outside Director be granted options to purchase in the aggregate
     of more than 25,000 Shares pursuant to the Plan.

          (e) Notwithstanding the provisions of Sections 4(b), (c) and (d)
     hereof, in the event that a grant would cause the number of Shares subject
     to outstanding Options to Outside Directors plus Shares previously
     purchased upon exercise of Options by Outside Directors to exceed 250,000
     Shares, then each such automatic grant shall be for that number of Shares
     determined by dividing the total number of Shares remaining available for
     grant by the number of Outside Directors on the automatic grant date. Any
     further grants shall then be deferred until such time, if any, as
     additional Shares become available for grant under the Plan through action
     of the Company's shareholders to increase the number of Shares which may be
     issued under the Plan or through cancellation or expiration of Options
     previously granted hereunder.

     5.   OPTION TERMS AND CONDITIONS

     The terms and conditions of an Option granted hereunder shall be as
follows:

          (a) the term of each Option shall be five (5) years, subject to
     Sections 12, 13 and 14 hereof.

          (b) the First Option shall become exercisable in full beginning on the
     later of (i) the first anniversary of the grant of the Option, or (ii)
     twelve (12) months after the date on which the Plan is first approved by
     the shareholders of the Company in accordance with Rule 16b-3 promulgated
     under the Exchange Act and each subsequent Option shall become exercisable
     in full beginning on the first anniversary of the grant of such Option,
     provided in each case that the Outside Director shall have maintained
     Continuous Service as a Director throughout such 12-month period.

          (c) the Option shall be exercisable only while the Outside Director
     serves as an Outside Director of the Company, and for a period of twelve
     (12) months after ceasing to be an Outside Director pursuant to Section
     10(b) hereof.

          (d) the exercise price per Share shall be 100% of the fair market
     value per Share on the date of grant of the Option, as determined in
     accordance with Section 9(a) hereof.

          (e) the effectiveness of any Options granted hereunder is conditioned
     upon shareholder approval of the Plan in accordance with Rule 16b-3
     promulgated under the Exchange Act.

     6.   ADMINISTRATION

          (a) ADMINISTRATION. Except as otherwise required herein, the Plan
     shall be administered by the Board or a Committee.

          (b) POWERS OF THE BOARD OR COMMITTEE. Subject to the provisions and
     restrictions of the Plan, the Board or Committee shall have the authority,
     in its discretion: (i) to determine, upon review of relevant information
     and in accordance with Section 9(a) hereof, the fair market value of the
     Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and
     rescind rules and regulations relating to the Plan; (iv) to authorize any
     person to execute on behalf of the Company any instrument required to
     effectuate the grant of an Option hereunder; and (v) to make all other
     determinations deemed necessary or advisable for the administration of the
     Plan. On a case by case basis, the Board or Committee, in its sole
     discretion, may: (i) accelerate the schedule of the time or times when an
     Option granted under the Plan may be exercised; and (ii) extend the
     duration of any Option granted under the Plan.


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          (c) EFFECT OF BOARD OR COMMITTEE DECISION. All decisions,
     determinations and interpretations of the Board or Committee shall be final
     and binding on all Optionees and any other holders of any Options granted
     under the Plan.

          (d) SUSPENSION OR TERMINATION OF OPTION. If the Board or Committee
     reasonably believes that an Optionee has committed an act of misconduct, it
     may suspend the Optionee's right to exercise any Option pending a
     determination by the Board or Committee (excluding the Outside Director
     accused of such misconduct). If the Board or Committee (excluding the
     Outside Director accused of such misconduct) determines that an Optionee
     has committed an act of embezzlement, fraud, dishonesty, nonpayment of an
     obligation owed to the Company, breach of fiduciary duty or deliberate
     disregard of the Company's rules resulting in loss, damage or injury to the
     Company, or if an Optionee makes an unauthorized disclosure of any Company
     trade secret or confidential information, engages in any conduct
     constituting unfair competition with respect to the Company, or induces any
     party to breach a contract with the Company, neither the Optionee nor the
     Optionee's estate shall be entitled to exercise any Option whatsoever. In
     making such determination, the Board or Committee (excluding the Outside
     Director accused of such misconduct) shall act fairly and shall give the
     Optionee an opportunity to appear and present evidence on the Optionee's
     behalf at a hearing before the Board or Committee.

          (e) DATE OF GRANT OF OPTIONS. The date of grant of an Option shall,
     for all purposes, be the date determined in accordance with Section 4
     hereof, notwithstanding the fact that an Optionee may not have entered into
     an option agreement with the Company on such date. Notice of the grant of
     an Option shall be given to the Optionee within a reasonable time after the
     date of such grant.

     7.   ELIGIBLE PARTICIPANTS

     Options may be granted only to Outside Directors. All options shall be
automatically granted in accordance with the terms set forth in Section 4
hereof. The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which a Director or the Company
may have to terminate such Director's directorship at any time.

     8.   TERMINATION OF PLAN

     The effective date of this Plan is July 29, 1997, the date upon which it
was adopted by the Board. The Plan shall continue in effect for a term of ten
(10) years unless terminated sooner under Section 14 hereof.

     9.   FAIR MARKET VALUE AND FORM OF CONSIDERATION

          (a)  FAIR MARKET VALUE.  The fair market value per share shall be
     determined as follows:

               (i) if the Common Stock of the Company is listed or admitted to
          unlisted trading privileges on a national securities exchange, the
          fair market value on any given day shall be the closing sale price for
          the Common Stock, or if no sale is made on such day, the closing bid
          price for such day on such exchange;

               (ii) if the Common Stock is not listed or admitted to unlisted
          trading privileges on a national securities exchange, the fair market
          value on any given day shall be the closing sale price for the Common
          Stock as reported on the NASDAQ National Market System on such day, or
          if no sale is made on such day, the closing bid price for such day as
          entered by a market maker for the Common Stock;


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               (iii) if the Common Stock is not listed on a national securities
          exchange, is not admitted to unlisted trading privileges on any such
          exchange, and is not eligible for inclusion on the NASDAQ National
          Market System, the fair market value on any given day shall be the
          average of the closing representative bid and ask prices as reported
          by the National Quotation Bureau, Inc. or, if the Common Stock is not
          quoted on the National Association of Securities Dealers Automated
          Quotations System, then as reported in any publicly available
          compilation of the bid and asked prices of the Common Stock in any
          over-the-counter market on which the Common Stock is traded; or

               (iv) if there exists no public trading market for the Common
          Stock, the fair market value on any given day shall be an amount
          determined in good faith by the Board in such manner as it may
          reasonably determine in its discretion, provided that such amount
          shall not be less than the book value per share as reasonably
          determined by the Board as of the date of determination nor less than
          the par value of the Common Stock.

          (b) FORM OF CONSIDERATION. The consideration to be paid for the Shares
     to be issued upon exercise of an Option shall consist entirely of cash or
     such other form of consideration as the Board or Committee may determine,
     in its sole discretion, to be appropriate for payment, including but not
     limited to other shares of Common Stock having a fair market value on the
     date of surrender equal to the aggregate exercise price of the Shares as to
     which the Option is exercised, or any combination of such methods of
     payment.

     10.  EXERCISE OF OPTIONS

          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option
     granted hereunder shall be exercisable at such times as are set forth in
     Section 5 hereof. An Option may not be exercised for a fraction of a Share.

          An Option shall be deemed to be exercised when written notice of such
     exercise has been given to the Company in accordance with the terms of the
     Option by the person entitled to exercise the Option and full payment for
     the Shares with respect to which the Option may be exercised has been
     received by the Company. Full payment may consist of any consideration and
     method of payment allowable under Section 9(b) hereof. Until the issuance
     (as evidenced by the appropriate entry on the books of the Company or of a
     duly authorized transfer agent of the Company) of the stock certificate
     evidencing such Shares, no right to vote or receive dividends or any other
     rights as a shareholder shall exist with respect to the Optioned Stock,
     notwithstanding the exercise of the Option. A certificate for the number of
     Shares so acquired shall be issued to the Optionee as soon as practicable
     after exercise of the Option. No adjustment will be made for a dividend or
     other right for which the record date is prior to the date the certificate
     is issued, except as provided in Section 12 hereof.

          Exercise of an Option in any manner shall result in a decrease in the
     number of Shares which thereafter may be available, both for purposes of
     the Plan and for sale under the Option, by the number of Shares as to which
     the Option was exercised.

          (b) TERMINATION OF STATUS AS A DIRECTOR. If an Optionee ceases to
     serve as a Director, the Optionee may, but only within twelve (12) months
     after the date the Optionee ceases to be an Outside Director of the
     Company, exercise his or her Option to the extent the Optionee was entitled
     to exercise it at the date of such termination. To the extent that the
     Optionee was not entitled to exercise an Option at the date of such
     termination, or if the Optionee does not exercise such Option within the
     time specified herein, the Option shall terminate.


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          (c) DEATH OF OPTIONEE. In the event of the death of an Optionee
     occurring:

               (i) during the term of the Option, and provided that the Optionee
          was at the time of death a Director of the Company and had been in
          Continuous Service as a Director since the date of grant of the
          Option, the Option may be exercised, at any time within twelve (12)
          months following the date of death, by the Optionee's estate or by a
          person who acquired the right to exercise the Option by bequest or
          inheritance, but only to the extent of the right to exercise that
          would have accrued had the Optionee continued living and remained in
          Continuous Service a Director for twelve (12) months after the date of
          death; or

               (ii) within thirty (30) days after the termination of Continuous
          Service as a Director, the Option may be exercised, at any time within
          six (6) months following the date of death, by the Optionee's estate
          or by a person who acquired the right to exercise the Option by
          bequest or inheritance, but only to the extent of the right to
          exercise that had accrued at the date of termination of Continuous
          Service as a Director.

     11.  TRANSFERABILITY OF OPTIONS

     The Option may not be sold, pledged, assigned, hypothecated, transferred,
or disposed of in any manner other than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order and may be
exercised, during the lifetime of the Optionee, only by the Optionee.

     12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     The number of Shares of Common Stock covered by each outstanding Option,
and the number of Shares of Common Stock which have been authorized for issuance
under the Plan but as to which Options have not yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option, as well
as the price per Share of Common Stock covered by each such outstanding Option,
shall be proportionately adjusted for any increase or decrease in the number of
issued and outstanding Shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of issued shares
of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, or options or rights to purchase
shares of stock of any class shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common Stock
subject to an Option.

     13.  CHANGE IN CONTROL PROVISIONS

          (a) Notwithstanding any other provision of the Plan to the contrary,
     in the event of a Change in Control (as defined in Section 13(b)), any
     Options outstanding as of the date such Change in Control is determined to
     have occurred and not then exercisable and vested shall become fully
     exercisable and vested in the fullest extent of the original grant.

          (b) For purposes of the Plan, a "Change in Control" means the
     happening of any of the following events:

               (i) The acquisition by any individual, entity or group (within
          the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act
          (collectively, a "Person") of beneficial ownership (within the meaning
          of Rule 13d-3 promulgated under the Exchange Act) of thirty


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          percent (30%) or more of either (1) the then outstanding shares of
          Common Stock of the Company or (2) the combined voting power of the
          then outstanding voting securities of the Company entitled to vote
          generally in the election of directors; provided, however, that the
          following acquisitions shall not constitute a Change in Control: (A)
          any acquisition directly from the Company; (B) any acquisition by the
          Company; (C) any acquisition by a Person including the participant or
          with whom or with which the participant is affiliated; (D) any
          acquisition by a Person or Persons, one or more of which is a member
          of the Board or an officer of the Company or an affiliate of any of
          the foregoing on the effective date of the Change in Control, (E) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by the Company or any corporation controlled by the
          Company; or (F) any acquisition by any corporation pursuant to a
          transaction described in clauses (1), (2) and (3) of paragraph (iii)
          of this Section 13(b); or

               (ii) During any period of twenty-four (24) consecutive months,
          individuals who, as of the beginning of such period, constituted the
          entire Board cease for any reason to constitute at least a majority of
          the Board, unless the election, or nomination for election, by the
          Company's shareholders of each new director was approved by a vote of
          at least two-thirds (2/3rds) of the Continuing Directors, as
          hereinafter defined, in office on the date of such election or
          nomination for election for the new director. For purposes hereof,
          "Continuing Director" means:

                     (a) any member of the Board at the close of business on the
               effective date of the Change in Control; or

                     (b) any member of the Board who succeeded any Continuing
               Director described in clause (a) above if such successor's
               election, or nomination for election, by the Company's
               shareholders, was approved by a vote of at least two-thirds
               (2/3rds) of the Continuing Directors then still in office. The
               term "Continuing Director" shall not, however, include any
               individual whose initial assumption to office occurs as a result
               of either an actual or threatened election contest (as such term
               is used in Rule 14a-11 of Regulation 14A of the Exchange Act) or
               other actual or threatened solicitation of proxies or consents by
               or on behalf of a person other than the Board.

               (iii) Approval by the shareholders of the Company of a
          reorganization, merger or consolidation, in each case, unless,
          following such reorganization, merger or consolidation, (1) more than
          sixty percent (60%) of the then outstanding securities having the
          right to vote in the election of directors of the corporation
          resulting from such reorganization, merger or consolidation is then
          beneficially owned, directly or indirectly, by all or substantially
          all of the individuals and entities who were the beneficial owners of
          the outstanding securities having the right to vote in the election of
          Directors of the Company immediately prior to such reorganization,
          merger or consolidation, (2) no Person (excluding the Company, any
          employee benefit plan (or related trust) of the Company or such
          corporation resulting from such reorganization, merger or
          consolidation and any Person beneficially owning, immediately prior to
          such reorganization, merger or consolidation, directly or indirectly,
          thirty percent (30%) or more of the then outstanding securities having
          the right to vote in the election of Directors of the Company)
          beneficially owns, directly or indirectly, thirty percent (30%) or
          more of the then outstanding securities having the right to vote in
          the election of the directors of the corporation resulting from such
          reorganization, merger or consolidation, and (3) at least a majority
          of the members of the Board of the corporation resulting from such
          reorganization, merger or consolidation are Continuing Directors at
          the time of the execution of the initial agreement providing for such
          reorganization, merger or consolidation; or


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               (iv) Approval by the shareholders of the Company of (1) a
          complete liquidation or dissolution of the Company, or (2) the sale or
          other disposition of all or substantially all of the assets of the
          Company, other than to a corporation, with respect to which following
          such sale or other disposition, (A) more than sixty percent (60%) of
          the then outstanding securities having the right to vote in the
          election of directors of such corporation is then beneficially owned,
          directly or indirectly, by all or substantially all of the individuals
          and entities who were the beneficial owners of the outstanding
          securities having the right to vote in the election of Directors of
          the Company immediately prior to such sale or other disposition of
          such outstanding securities, (B) no Person (excluding the Company and
          any employee benefit plan (or related trust) of the Company or such
          corporation and any Person beneficially owning, immediately prior to
          such sale or other disposition, directly or indirectly, thirty percent
          (30%) or more of the outstanding securities having the right to vote
          in the election of Directors of the Company) beneficially owns,
          directly or indirectly, thirty percent (30%) or more of the then
          outstanding securities having the right to vote in the election of
          directors of such corporation and (C) at least a majority of the
          members of the board of directors of such corporation are Continuing
          Directors at the time of the execution of the initial agreement or
          action of the Board providing for such sale or other disposition of
          assets of the Company.

     14.  AMENDMENT AND TERMINATION OF THE PLAN

     The Board may at any time amend or terminate the Plan, except that the
Board shall not amend the Plan more than once every six (6) months with respect
to the provisions of the Plan relating to the amount, price, and timing of
grants, other than to comply with changes in the Code, the Employee Retirement
Income Security Act of 1974, as amended, or the regulations promulgated
thereunder. No Option may be granted after the Plan is terminated.

     If any amendment to the Plan requires approval by the shareholders of the
Company for continued applicability of Rule 16b-3 promulgated under the Exchange
Act, or for initial or continued listing of the Common Stock or other securities
of the Company upon any stock exchange or NASDAQ, then such amendment shall be
approved by the holders of a majority of the Company's outstanding capital stock
entitled to vote.

     15.  CONDITIONS UPON ISSUANCE OF SHARES

     Shares shall not be issued pursuant to the exercise of an Option unless the
exercise of such Option and the issuance and delivery of such Shares pursuant
thereto shall comply with all relevant provisions of law, including, without
limitation, the Act, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of the NASD or any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

     As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law. Such Shares may also be issued with
appropriate legends on stock certificates representing such Shares, and the
Company may place stop transfer orders with respect to such Shares.

     Inability of the Company to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by the Company's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
the Company of any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been obtained.


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     16.  RESERVATION OF SHARES

     The Company, during the term of this Plan, will at all times reserve and
keep available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

     17.  OPTION AGREEMENT

     Options shall be evidenced by written option agreements in such form as the
Board or Committee shall approve.

     18.  INFORMATION TO OPTIONEES

     The Company shall provide to each Optionee, during the period for which
such Optionee has one or more Options outstanding, copies of all annual reports
and other information which are provided to all shareholders of the Company.


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