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                                                                    Exhibit 10.2

                               INTEG INCORPORATED
                        1996 DIRECTORS' STOCK OPTION PLAN
                        [As revised and restated 6/17/98]


         1. Purpose of the Plan. The purpose of this Integ Incorporated 1996
Directors' Stock Option Plan is to attract and retain the best available
individuals for service as Directors of the Company and provide additional
incentive to the Outside Directors of the Company to serve as Directors.

                  None of the options granted hereunder shall be "incentive
stock options" within the meaning of Section 422 of the Code (as hereinafter
defined).

         2. Definitions. As used herein, the following definitions shall apply:

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
         amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d) "Company" shall mean Integ Incorporated, a Minnesota
         corporation.

                  (e) "Continuous Status as a Director" shall mean the absence
         of any interruption or termination of service as a Director.

                  (f) "Director" shall mean a member of the Board.

                  (g) "Employee" shall mean any person, including officers and
         Directors, employed by the Company or any parent or Subsidiary of the
         Company. The payment of a Director's fee by the Company shall not be
         sufficient in and of itself to constitute "employment" by the Company.

                  (h) "Exchange Act" shall mean the Securities Exchange Act of
         1934, as amended.

                  (i) "Option" shall mean a stock option granted pursuant to the
         Plan.

                  (j) "Optioned Stock" shall mean the Common Stock subject to an
         Option.

                  (k) "Optionee" shall mean an Outside Director who receives an
         Option.

                  (l) "Outside Director" shall mean a Director who is not an
         Employee.

                  (m) "Parent" shall mean a "parent corporation," whether now or
         hereafter existing, as defined in Section 425(e) of the Code.

                  (n) "Plan" shall mean this 1996 Directors' Stock Option Plan.

                  (o) "Shares" shall mean shares of the Common Stock, as
         adjusted in accordance with Section 11 of the Plan.

                  (p) "Subsidiary" shall mean a "subsidiary corporation,"
         whether now or hereafter existing, as defined in Section 425(f) of the
         Code.

         3. Stock Subject to the Plan. Subject to the provisions of Section 10
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is 300,000 Shares of Common Stock. The Shares may be
authorized, but unissued, or reacquired Common Stock.
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                  If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have 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 in any event be returned to the Plan and shall not become available
for future grant under the Plan.

         4. Administration of and Grants of Options under the Plan.

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

                  (b) Procedure for Grants. The provisions set forth in this
         Section 4(b) shall not be amended more than once every six months,
         other than to comport with changes in the Code, the Employee Retirement
         Income Security Act of 1974, as amended, or the rules thereunder. All
         grants of Options hereunder shall be automatic and nondiscretionary and
         shall be made strictly in accordance with the following provisions:

                           (i) 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.

                           (ii) Each Outside Director shall be automatically
                  granted an Option (an "Initial Grant") to purchase 20,000
                  Shares upon 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 to fill a
                  vacancy. Options granted under this section 4(b)(ii) shall
                  become vested and thereby exercisable with respect to 6,666
                  Shares on the twelve month anniversary date of such Initial
                  Grant and with respect to 6,667 at each successive anniversary
                  date; provided, however, an unvested portion of an Initial
                  Grant shall only vest so long as the Outside Director remains
                  a Director on the date such portion vests.

                           (iii) Each Outside Director shall automatically
                  receive, on the date of each Annual Meeting of Shareholders,
                  an Option to purchase 6,000 Shares of the Company's Common
                  Stock. Options granted under this section 4(b)(iii) shall
                  become vested and thereby exercisable with respect to 2,000
                  Shares on each of the twelve, twenty-four and thirty-six month
                  anniversary dates of the date of grant; provided, however, an
                  unvested portion of such a grant shall only vest so long as
                  the Outside Director remains a Director on the date such
                  portion vests; and provided, further, that such Option shall
                  only be granted to Outside Directors who have served since the
                  date of the last Annual Meeting of Shareholders and will
                  continue to serve after the date of grant of such Option.

                           (iv) The terms of an Option granted hereunder shall
                  be as follows:

                                    (A) the term of the Option shall be ten (10)
                           years.

                                    (B) the Option shall be exercisable only
                           while the Outside Director remains a Director of the
                           Company, except as set forth in Section 8 hereof.

                                    (C) the exercise price per Share shall be
                           100% of the fair market value per Share on the date
                           of grant of the Option.

                                    (D) to the extent necessary to comply with
                           the applicable provisions of Rule 16b-3 promulgated
                           under the Exchange Act ("Rule 16b-3"), no Option will
                           be exercisable until a date more than six months
                           subsequent to the date of the grant of that Option.

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                  (c) Powers of the Board. Subject to the provisions and
         restrictions of the Plan, the Board shall have the authority, in its
         discretion: (i) to determine, upon review of relevant information and
         in accordance with Section 7(b) of the Plan, the fair market value of
         the Common Stock; (ii) to determine the exercise price per share of
         Options to be granted, which exercise price shall be determined in
         accordance with Section 7(a) of the Plan; (iii) to interpret the Plan;
         (iv) to prescribe, amend and rescind rules and regulations relating to
         the Plan; (v) to authorize any person to execute on behalf of the
         Company any instrument required to effectuate the grant of an Option
         previously granted hereunder; and (vi) to make all other determinations
         deemed necessary or advisable for the administration of the Plan.

                  (d) Effect of Board's Decision. All decisions, determinations
         and interpretations of the Board shall be final and binding on all
         Optionees and any other holders of any Options granted under the Plan.

         5. Eligibility. Options may be granted only to Outside Directors. All
Options shall be automatically granted in accordance with the terms set forth in
Section 4(b) 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 the Director
or the Company may have to terminate his directorship at any time.

         6. Term of Plan. The Plan shall become effective upon the earlier of
(i) its adoption by the Board or (ii) its approval by the shareholders of the
Company as described in Section 16 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 12 of the Plan.

         7. Exercise Price and Consideration.

                  (a) Exercise Price. The per Share exercise price for the
         Shares to be issued pursuant to exercise of an Option shall be 100% of
         the fair market value per Share on the date of grant of the Option.

                  (b) Fair Market Value. The fair market value ("Fair Market
         Value") of a Share shall be determined by the Board in its discretion;
         provided however, that where there is a public market for the Common
         Stock, the fair market value per Share shall be the closing price of
         the Common Stock in the over-the-counter market on the date of grant,
         as reported in The Wall Street Journal (or, if not so reported, as
         otherwise reported by the National Association of Securities Dealers
         Automated Quotation ("NASDAQ") System) or, in the event the Common
         Stock is traded on the NASDAQ National Market System or listed on a
         stock exchange, the fair market value per Share shall be the closing
         price on such system or exchange on the date of grant of the Option, as
         reported in The Wall Street Journal.

                  (c) Form of Consideration. Subject to compliance with
         applicable provisions of Section 16(b) of the Exchange Act, (or other
         applicable law), the consideration to be paid for the Shares to be
         issued upon exercise of an Option, including the method of payment,
         shall be determined by the Board and may consist entirely of (i) cash,
         (ii) check, (iii) other Shares which (X) in the case of Shares acquired
         upon exercise of an Option, have been owned by the Optionee for more
         than six months on the date of surrender, and (Y) have a Fair Market
         Value on the date of exercise equal to the aggregate exercise price of
         the Shares as to which said Option shall be exercised, (iv)
         authorization for the Company to retain from the total number of Shares
         as to which the Option is exercised that number of Shares having a Fair
         Market Value on the date of exercise equal to the exercise price for
         the total number of Shares as to which the Option is exercised, (v)
         delivery of a properly executed exercise notice together with
         irrevocable instructions to a broker to promptly deliver to the Company
         the amount of sale or loan proceeds required to pay the exercise price,
         (vi) by delivering an irrevocable subscription agreement for the Shares
         which irrevocably obligates the option holder to take and pay for the
         Shares not more than twelve months after the date of delivery of the
         subscription agreement, (vii) any combination of the foregoing methods
         of payment or (viii) such other consideration and method of payment for
         the issuance of Shares as may be permitted under applicable laws. In
         making its determination as to the type of consideration to accept, the
         Board

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         shall consider whether acceptance of such consideration may be
         reasonably expected to benefit the Company.

         8. Exercise of Option.

                  (a) Procedure for Exercise; Rights as a Shareholder. Any
         Option granted hereunder shall be exercisable at such times as are set
         forth in Section 4(b) hereof; provided however, that no Options shall
         be exercisable until shareholder approval of the Plan in accordance
         with Section 16 hereof has been obtained.

                  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 is
         exercised has been received by the Company. Full payment may consist of
         any consideration and method of payment allowable under Section 7(c) of
         the Plan. 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 share 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 stock certificate is
         issued, except as provided in Section 10 of the Plan.

                  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 is exercised.

                  (b) Termination of Status as a Director. If an Outside
         Director ceases to serve as a Director, he may, but only within five
         years after the date he ceases to be a Director of the Company,
         exercise his Option to the extent that he was entitled to exercise it
         at the date of such termination. To the extent that he was not entitled
         to exercise an Option at the date of such termination, or if he does
         not exercise such Option (which he was entitled to exercise) within the
         time specified herein, the Option shall terminate.

                  (c) Disability of Optionee. Notwithstanding the provisions of
         Section 8(b) above, in the event an Optionee is unable to continue his
         service as a Director with the Company as a result of his total and
         permanent disability (as defined in Section 22(e)(3) of the Code) he
         may, but only within seven (7) months from the date of termination,
         exercise his Option to the extent he was entitled to exercise it at the
         date of such termination. To the extent that he was not entitled to
         exercise the Option at the date of termination, or if he does not
         exercise such Option (which he was entitled to exercise) within the
         time specified herein, the Option shall terminate.

                  (d) Death of Optionee. Notwithstanding the provisions of
         Section 8(b) above, in the event of the death of an Optionee:

                           (i) during the term of the Option who is at the time
                  of his death a Director of the Company and who has been in
                  Continuous Status as a Director since the date of grant of the
                  Option, the Option may be exercised, at any time within seven
                  (7) 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 Status as a
                  Director for six (6) months after the date of death; or

                           (ii) within thirty (30) days after the termination of
                  Continuous Status as a Director, the Option may be exercised,
                  at any time within seven (7) months following the date of
                  death, by

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                  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.

         9. Non-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 or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

         10. Adjustments Upon Changes in Capitalization, Dissolution or Merger.

                  (a) In the event that the number of outstanding shares of
         Common Stock of the Company is changed by a stock dividend, stock
         split, reverse stock split, combination, reclassification or similar
         change in the capital structure of the Company without consideration,
         the number of Shares available under this Plan and the number of Shares
         subject to outstanding Options and the exercise price per share of such
         Options shall be proportionately adjusted, subject to any required
         action by the Board or shareholders of the Company and compliance with
         applicable securities laws; provided however, that no certificate or
         scrip representing fractional shares shall be issued upon exercise of
         any Option and any resulting fractions of a Share shall be ignored.
         Such adjustment shall be made by the Board, whose determination in that
         respect shall be final, binding and conclusive.

                  (b) In the event of a dissolution or liquidation of the
         Company, a merger in which the Company is not the surviving
         corporation, a transaction or series of related transactions in which
         100% of the then outstanding voting stock is sold or otherwise
         transferred, or the sale of substantially all of the assets of the
         Company, any or all outstanding Options shall, notwithstanding any
         contrary terms of the written agreement governing such Option,
         accelerate and become exercisable in full at least ten days prior to
         (and shall expire on) the consummation of such dissolution,
         liquidation, merger or sale of stock or sale of assets on such
         conditions as the Board shall determine unless the successor
         corporation assumes the outstanding Options or substitutes
         substantially equivalent options.

         11. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date determined in accordance with Section 4(b) hereof.
Notice of the determination shall be given to each Outside Director to whom an
Option is so granted within a reasonable time after the date of such grant.

         12. Amendment and Termination of the Plan.

                  (a) Amendment and Termination. The Board may at any time
         amend, alter, suspend, or discontinue the Plan, but no amendment,
         alteration, suspension, or discontinuance shall be made which would
         impair the rights of any Optionee under any grant theretofore made,
         without his or her consent. In addition, to the extent necessary and
         desirable to comply with Rule 16b-3 under the Exchange Act (or any
         other applicable law or regulation), the Company shall obtain
         shareholder approval of any Plan amendment in such a manner and to such
         a degree as required.

                  (b) Effect of Amendment or Termination. Any such amendment or
         termination of the Plan shall not affect Options already granted and
         such Options shall remain in full force and effect as if this Plan had
         not been amended or terminated, unless mutually agreed otherwise
         between the Optionee and the Board, which agreement must be in writing
         and signed by the Optionee and the Company.

         13. 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 Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of 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.


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                  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.

                  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.

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

         15. Option Agreement. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

         16. Shareholder Approval.

                  (a) The Plan shall be subject to approval by the shareholders
         of the Company within twelve (12) months of its adoption by the Board.
         If such shareholder approval is obtained at a duly held shareholders'
         meeting, it may be obtained by the affirmative vote of the holders of a
         majority of the outstanding shares of the Company present or
         represented and entitled to vote thereon. If such shareholder approval
         is obtained by written consent, it may be obtained by the written
         consent of the holders of a majority of the outstanding shares of the
         Company.

                  (b) Any required approval of the shareholders of the Company
         shall be solicited substantially in accordance with Section 14(a) of
         the Exchange Act and the rules and regulations promulgated thereunder.

         17. 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 to shareholders, proxy statements and
other information provided to all shareholders of the Company.


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