<PAGE>
                                                                    EXHIBIT 10.2


                       REDLINE PERFORMANCE PRODUCTS, INC.
                           FIRST AMENDED AND RESTATED
                  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 originally
         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.
<PAGE>
         (o) "Optionee" means an Eligible Director who has been granted an
         Option.

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

         (q) "Plan" means the First Amended and Restated 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 Fifty Thousand
(250,000). 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)



                                       2
<PAGE>
         securities of another corporation which has assumed the outstanding
         Options under the 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




                                       3
<PAGE>
         of the Company or, if greater, determined on the basis of the amount
         paid as 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 30,000 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.



                                       4
<PAGE>
         (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.

         (c) Option Term. Each Option granted under this Plan shall expire ten
         (10) years from the Grant Date. If an Eligible Director ceases to serve
         as a Director for any reason 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 ten (10) 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. Options granted under the Plan shall vest and become
         exercisable with respect to 25% of such Option Stock on the Grant Date,
         with respect to an additional 25% on the date twelve (12) months after
         the Grant Date, with respect to an additional 25% on the date
         twenty-four (24) months after the Grant Date, and with respect to the
         final 25% on the date thirty-six (36) 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 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





                                       5
<PAGE>
                           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.

         (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




                                       6
<PAGE>
         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), the requirements of the American 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.

         (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



                                  7
<PAGE>
         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 New York Stock
Exchange, if the Company's securities are listed thereon, or (c) by the rules of
the American Stock Exchange, if the Company's securities are listed thereon, or
(d) by the rules




                                  8
<PAGE>
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. First Amended and Restated Non-Employee Director
Stock Option Plan as of the 4th day of March, 2003.


                                             REDLINE PERFORMANCE PRODUCTS, INC.



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






                                       9