Exhibit 10.2
                                  ------------


                             WELLSTONE FILTERS, INC.

                   AMENDED AND RESTATED 1994 STOCK OPTION PLAN


         1. Purposes of the Plan.  The purposes of this Stock Option Plan are to
attract and retain the best  available  personnel for  positions of  substantial
responsibility,  to provide  additional  incentive to  Employees,  Directors and
Consultants  and to promote  the  success  of the  Company's  business.  Options
granted  under the Plan may be Incentive  Stock  Options or  Nonstatutory  Stock
Options, as determined by the Administrator at the time of grant.

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

              (a)  "Administrator"  means the Board or any of its  Committees as
shall be administering the plan in accordance with Section 4 hereof.

              (b)  "Applicable  Laws"  means the  requirements  relating  to the
administration  of stock  option plans under U.S.  state  corporate  laws,  U.S.
federal and state  securities  laws,  the Code,  any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable  laws of
any other country or jurisdiction where Options are granted under the Plan.

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

              (d)  "Change  in  Control"  means  the  occurrence  of  any of the
following events:

                     (i) Any  "person"  (as such term is used in Sections  13(d)
and 14(d) of the  Exchange  Act) becomes the  "beneficial  owner" (as defined in
Rule 13d-3 of the Exchange Act),  directly or  indirectly,  of securities of the
Company  representing  fifty  percent  (50%) or more of the total  voting  power
represented by the Company's then outstanding voting securities; or

                     (ii) The  consummation  of the sale or  disposition  by the
Company of all or substantially all of the Company's assets; or

                     (iii) The  consummation of a merger or consolidation of the
Company with any other entity,  other than a merger or consolidation which would
result in the voting  securities of the Company  outstanding  immediately  prior
thereto  continuing to represent  (either by remaining  outstanding  or by being
converted into voting securities of the surviving entity or its parent) at least
fifty  percent  (50%)  of the  total  voting  power  represented  by the  voting
securities  of the Company or such  surviving  entity or its parent  outstanding
immediately after such merger or consolidation.

              (e) "Code" means the Internal Revenue Code of 1986, as amended.

              (f)  "Committee"  means a committee of Directors  appointed by the
Board in accordance with Section 4 hereof.

                                       1
<PAGE>

              (g) "Common Stock" means the Common Stock of the Company.

              (h)  "Company"   means   Wellstone   Filters,   Inc.,  a  Delaware
corporation.

              (i) "Consultant" means any person who is engaged by the Company or
any Parent or  Subsidiary  to render  consulting  or  advisory  services to such
entity.

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

              (k) "Disability"  means total and permanent  disability as defined
in Section 22(e)(3) of the Code.

              (l) "Employee" means any person, including officers and Directors,
employed by the Company or any Parent or  Subsidiary  of the Company.  A Service
Provider  shall  not  cease to be an  Employee  in the case of (i) any  leave of
absence  approved  by the Company or (ii)  transfers  between  locations  of the
Company or between the Company,  its Parent,  any Subsidiary,  or any successor.
For purposes of Incentive  Stock  Options,  no such leave may exceed ninety (90)
days, unless reemployment upon expiration of such leave is guaranteed by statute
or contract.  If reemployment  upon expiration of a leave of absence approved by
the Company is not so guaranteed,  then three (3) months  following the 90th day
of such leave, any Incentive Stock Option held by the Optionee shall cease to be
treated as an Incentive  Stock Option and shall be treated for tax purposes as a
Nonstatutory  Stock  Option.  Neither  service  as a Director  nor  payment of a
director's fee by the Company shall be sufficient to constitute  "employment" by
the Company.

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

              (n) "Fair Market Value" means, as of any date, the value of Common
Stock determined as follows:

                     (i) If the Common Stock is listed on any established  stock
exchange or a national market system,  including  without  limitation the Nasdaq
National Market or The Nasdaq  SmallCap  Market of The Nasdaq Stock Market,  its
Fair  Market  Value  shall be the  closing  sales  price for such  stock (or the
closing bid, if no sales were  reported) as quoted on such exchange or system on
the day of  determination,  as reported in The Wall Street Journal or such other
source as the Administrator deems reliable;

                     (ii)  If  the  Common  Stock  is  regularly   quoted  by  a
recognized  securities  dealer but  selling  prices are not  reported,  its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination; or

                     (iii)  In the  absence  of an  established  market  for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

                                       2
<PAGE>

              (o) "Incentive  Stock Option" means an Option  intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

              (p)  "Nonstatutory  Stock  Option" means an Option not intended to
qualify as an Incentive Stock Option.

              (q) "Option" means a stock option granted pursuant to the Plan.

              (r) "Option  Agreement"  means a written or  electronic  agreement
between the Company and an Optionee  evidencing  the terms and  conditions of an
individual  Option  grant.  The  Option  Agreement  is  subject to the terms and
conditions of the Plan.

              (s) "Optioned Stock" means the Common Stock subject to an Option.

              (t) "Optionee"  means the holder of an outstanding  Option granted
under the Plan.

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

              (v) "Plan" means this 1994 Stock Option Plan.

              (w) "Service Provider" means an Employee, Director or Consultant.

              (x)  "Share"  means a share of the Common  Stock,  as  adjusted in
accordance with Section 12 below.

              (y) "Subsidiary" means a "subsidiary  corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.

         3. Stock Subject to the Plan.  Subject to the  provisions of Section 12
of the Plan,  the  maximum  aggregate  number of Shares  that may be  subject to
option  and  sold  under  the  Plan is  14,000,000  Shares.  The  Shares  may be
authorized but unissued, or reacquired Common Stock.

         If an Option  expires  or becomes  unexercisable  without  having  been
exercised in full,  the  unpurchased  Shares which were  subject  thereto  shall
become  available  for future  grant or sale under the Plan (unless the Plan has
terminated). However, Shares that have actually been issued under the Plan, upon
exercise  of an Option,  shall not be  returned to the Plan and shall not become
available  for  future  distribution  under the Plan,  except  that if Shares of
restricted  stock issued pursuant to an Option are repurchased by the Company at
their original  purchase  price,  such Shares shall become  available for future
grant under the Plan.

                                       3
<PAGE>

         4. Administration of the Plan.

              (a) The Plan  shall be  administered  by the Board or a  Committee
appointed by the Board,  which  Committee  shall be  constituted  to comply with
Applicable Laws.

              (b) Powers of the Administrator.  Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,  the
Administrator shall have the authority in its discretion:

                     (i) to determine the Fair Market Value;

                     (ii) to select the Service  Providers  to whom  Options may
from time to time be granted hereunder;

                     (iii) to  determine  the  number of Shares to be covered by
each such Option granted hereunder;

                     (iv) to approve forms of agreement for use under the Plan;

                     (v) to  determine  the terms and  conditions  of any Option
granted hereunder.  Such terms and conditions  include,  but are not limited to,
the exercise price,  the time or times when Options may be exercised  (which may
be based on  performance  criteria),  any  vesting  acceleration  or  waiver  of
forfeiture restrictions,  and any restriction or limitation regarding any Option
or the Common Stock relating thereto,  based in each case on such factors as the
Administrator, in its sole discretion, shall determine;

                     (vi) to prescribe,  amend and rescind rules and regulations
relating to the Plan,  including  rules and  regulations  relating to  sub-plans
established for the purpose of satisfying applicable foreign laws;

                     (vii)  to  allow  Optionees  to  satisfy   withholding  tax
obligations  by  electing  to have the  Company  withhold  from the Shares to be
issued upon  exercise  of an Option  that number of Shares  having a Fair Market
Value equal to the minimum amount required to be withheld. The Fair Market Value
of the Shares to be withheld  shall be determined on the date that the amount of
tax to be withheld is to be  determined.  All  elections  by  Optionees  to have
Shares  withheld  for this  purpose  shall be made in such form and  under  such
conditions as the Administrator may deem necessary or advisable; and

                     (viii) to construe and  interpret the terms of the Plan and
Options granted pursuant to the Plan.

              (c)   Effect   of   Administrator's   Decision.   All   decisions,
determinations  and  interpretations  of the  Administrator  shall be final  and
binding on all Optionees.

         5.  Eligibility.  Nonstatutory  Stock Options may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.

                                       4
<PAGE>

         6. Limitations.

              (a) Incentive Stock Option Limit.  Each Option shall be designated
in the Option  Agreement as either an Incentive  Stock Option or a  Nonstatutory
Stock Option. However,  notwithstanding such designation, to the extent that the
aggregate Fair Market Value of the Shares with respect to which  Incentive Stock
Options are  exercisable  for the first time by the Optionee during any calendar
year  (under  all plans of the  Company  and any Parent or  Subsidiary)  exceeds
$100,000,  such Options  shall be treated as  Nonstatutory  Stock  Options.  For
purposes of this  Section  6(a),  Incentive  Stock  Options  shall be taken into
account in the order in which they were  granted.  The Fair Market  Value of the
Shares shall be determined as of the time the Option with respect to such Shares
is granted.

              (b)  At-Will  Employment.  Neither  the Plan nor any Option  shall
confer upon any  Optionee any right with respect to  continuing  the  Optionee's
relationship as a Service  Provider with the Company,  nor shall it interfere in
any  way  with  his or her  right  or the  Company's  right  to  terminate  such
relationship at any time, with or without cause, and with or without notice.

         7. Term of Plan.  Subject to  shareholder  approval in accordance  with
Section  18, the Plan shall  become  effective  upon its  adoption by the Board.
Unless sooner  terminated  under  Section 14, it shall  continue in effect for a
term of ten (10) years from the later of (i) the effective  date of the Plan, or
(ii) the date of the most recent Board  approval of an increase in the number of
shares reserved for issuance under the Plan.

         8.  Term of  Option.  The term of each  Option  shall be  stated in the
Option  Agreement;  provided,  however,  that the term shall be no more than ten
(10) years from the date of grant  thereof.  In the case of an  Incentive  Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing  more than ten percent  (10%) of the voting power of all classes of
stock of the Company or any Parent or  Subsidiary,  the term of the Option shall
be five (5) years from the date of grant or such shorter term as may be provided
in the Option Agreement.

         9. Option Exercise Price and Consideration.

              (a) Exercise Price. The per share exercise price for the Shares to
be issued upon exercise of an Option shall be such price as is determined by the
Administrator, but shall be subject to the following:

                     (i) In the case of an Incentive Stock Option

                          (A) granted to an  Employee  who, at the time of grant
of such  Option,  owns stock  representing  more than ten  percent  (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the exercise price shall be no less than 110% of the Fair Market Value per Share
on the date of grant.

                          (B)  granted  to any  other  Employee,  the per  Share
exercise  price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                                       5
<PAGE>

                     (ii) In the case of a  Nonstatutory  Stock Option,  the per
Share exercise price shall be determined by the Administrator.

                     (iii) Notwithstanding the foregoing, Options may be granted
with a per Share  exercise  price  other than as  required  above  pursuant to a
merger or other corporate transaction.

              (b) Forms of  Consideration.  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 Administrator (and, in the case of an Incentive Stock
Option,  shall be  determined  at the time of  grant).  Such  consideration  may
consist of, without  limitations,  (1) cash, (2) check, (3) promissory note, (4)
other Shares,  provided  Shares  acquired from the Company,  either  directly or
indirectly,  (x) 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  surrender
equal to the  aggregate  exercise  price of the Shares as to which  such  Option
shall be exercised,  (5) consideration  received by the Company under a cashless
exercise program  implemented by the Company in connection with the Plan, or (6)
any combination of the foregoing methods of payment. In making its determination
as to the type of consideration to accept,  the Administrator  shall consider if
acceptance  of such  consideration  may be  reasonably  expected  to benefit the
Company.

         10. Exercise of Option.

              (a) Procedure for Exercise;  Rights as a  Shareholder.  Any Option
granted  hereunder  shall be  exercisable  according to the terms hereof at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be suspended during any unpaid leave of absence.
An Option may not be exercised for a fraction of a Share.

              An Option shall be deemed exercised when the Company receives: (i)
written  or  electronic  notice  of  exercise  (in  accordance  with the  Option
Agreement)  from the person  entitled  to  exercise  the  Option,  and (ii) full
payment  for the Shares  with  respect to which the  Option is  exercised.  Full
payment may consist of any consideration and method of payment authorized by the
Administrator  and permitted by the Option Agreement and the Plan. Shares issued
upon  exercise of an Option  shall be issued in the name of the  Optionee or, if
requested  by the  Optionee,  in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate  entry on the books
of the Company or of a duly authorized transfer agent of the Company),  no right
to vote or receive  dividends or any other rights as a  shareholder  shall exist
with  respect to the Shares,  notwithstanding  the  exercise of the Option.  The
Company  shall  issue (or cause to be issued)  such  Shares  promptly  after the
Option is exercised.  No  adjustment  will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued,  except as
provided in Section 12 of the Plan.

              Exercise of an Option in any manner  shall result in a decrease in
the number of Shares thereafter 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.

                                       6
<PAGE>

              (b)  Termination  of  Relationship  as a Service  Provider.  If an
Optionee ceases to be a Service Provider,  such Optionee may exercise his or her
Option within such period of time as is specified in the Option Agreement to the
extent  that the  Option is vested on the date of  termination  (but in no event
later than the  expiration  of the term of the Option as set forth in the Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable  for three (3) months  following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time specified by the  Administrator,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

              (c) Disability of Optionee.  If an Optionee ceases to be a Service
Provider as a result of the Optionee's Disability, the Optionee may exercise his
or her Option within such period of time as is specified in the Option Agreement
to the extent the Option is vested on the date of  termination  (but in no event
later than the  expiration of the term of such Option as set forth in the Option
Agreement).  In the absence of a  specified  time in the Option  Agreement,  the
Option shall remain  exercisable for twelve (12) months following the Optionee's
termination.  If, on the date of  termination,  the Optionee is not vested as to
his or her entire  Option,  the Shares  covered by the  unvested  portion of the
Option shall revert to the Plan.  If, after  termination,  the Optionee does not
exercise his or her Option within the time  specified  herein,  the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

              (d)  Death  of  Optionee.  If an  Optionee  dies  while a  Service
Provider, the Option may be exercised within such period of time as is specified
in the Option  Agreement  (but in no event later than the expiration of the term
of  such  Option  as set  forth  in the  Option  Agreement),  by the  Optionee's
designated  beneficiary,  provided such beneficiary has been designated prior to
Optionee's  death  in a  form  acceptable  to  the  Administrator.  If  no  such
beneficiary  has been  designated  by the  Optionee,  then  such  Option  may be
exercised  by the personal  representative  of the  Optionee's  estate or by the
person(s) to whom the Option is transferred  pursuant to the Optionee's  will or
in  accordance  with the laws of descent and  distribution.  In the absence of a
specified time in the Option Agreement,  the Option shall remain exercisable for
twelve (12) months  following  the  Optionee's  termination.  If, at the time of
death,  the  Optionee is not vested as to his or her entire  Option,  the Shares
covered by the unvested  portion of the Option shall  immediately  revert to the
Plan. If the Option is not so exercised  within the time specified  herein,  the
Option shall  terminate,  and the Shares  covered by such Option shall revert to
the Plan.

         11.  Transferability  of Options.  Unless  determined  otherwise by the
Administrator,  Options  may  not  be  sold,  pledged,  assigned,  hypothecated,
transferred,  or  disposed  of in any  manner  other than by will or the laws of
descent  and  distribution,  and may be  exercised  during the  lifetime  of the
Optionee, only by the Optionee.

         12.  Adjustments  Upon Changes in  Capitalization,  Merger or Change in
Control.

                                       7
<PAGE>

              (a) Changes in  Capitalization.  Subject to any required action by
the  shareholders of the Company,  the number and type of Shares which have been
authorized  for issuance under the Plan but as to which no Options have yet been
granted or which have been returned to the Plan upon  cancellation or expiration
of an  Option,  and the number  and type of Shares  covered by each  outstanding
Option, as well as the price per Share covered by each such outstanding  Option,
shall be proportionately  adjusted for any increase or decrease in the number or
type of issued Shares 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.  The  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,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number, type or price of Shares subject to an Option.

              (b)  Dissolution  or  Liquidation.  In the  event of the  proposed
dissolution or liquidation of the Company,  the Administrator  shall notify each
Optionee as soon as  practicable  prior to the  effective  date of such proposed
transaction.  The Administrator in its discretion may provide for an Optionee to
have the right to exercise  his or her Option  until  fifteen (15) days prior to
such  transaction  as to all of the Optioned  Stock covered  thereby,  including
Shares as to which the Option would not otherwise be  exercisable.  In addition,
the Administrator  may provide that any Company  repurchase option applicable to
any Shares  purchased  upon  exercise  of an Option  shall  lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the  manner  contemplated.  To the  extent  it has  not  been  previously
exercised,  an Option will terminate  immediately  prior to the  consummation of
such proposed action.

              (c) Merger or Change in  Control.  In the event of a merger of the
Company  with  or  into  another  corporation,  or a  Change  in  Control,  each
outstanding  Option shall be assumed or an equivalent option  substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation. If
the successor  corporation in a merger or Change in Control refuses to assume or
substitute  for the Option,  then the Optionee  shall fully vest in and have the
right to exercise his or her Option as to all of the Optioned  Stock,  including
Shares as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and  exercisable in lieu of assumption or  substitution  in
the event of a merger or Change in Control,  the Administrator  shall notify the
Optionee in writing or electronically that the Option shall be fully exercisable
for a period of fifteen (15) days from the date of such notice,  and this Option
shall  terminate  upon the  expiration of such period.  For the purposes of this
paragraph,  the Option shall be considered  assumed if,  following the merger or
Change in Control, the Option confers the right to purchase or receive, for each
Share of Optioned Stock subject to the Option immediately prior to the merger or
Change in Control,  the consideration  (whether stock, cash, or other securities
or  property)  received  in the merger or Change in Control by holders of Common
Stock for each  Share  held on the  effective  date of the  transaction  (and if
holders were offered a choice of consideration, the type of consideration chosen
by the holders of a majority of the outstanding Shares); provided, however, that
if such consideration  received in the merger or Change in Control is not solely
common stock of the successor  corporation or its Parent, the Administrator may,
with the consent of the successor corporation,  provide for the consideration to
be received  upon the exercise of the Option,  for each Share of Optioned  Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or Change in Control.

                                       8
<PAGE>

         13. Time of Granting Options. The date of grant of an Option shall, for
all purposes, be the date on which the Administrator makes the determination
granting such Option, or such later date as is determined by the Administrator.
Notice of the determination shall be given to each Service Provider to whom an
Option is so granted within a reasonable time after the date of such grant.



<PAGE>



         14. Amendment and Termination of the Plan.

              (a)  Amendment and  Termination.  The Board may at any time amend,
alter, suspend or terminate the Plan.

              (b)  Shareholder  Approval.  The Board  shall  obtain  shareholder
approval of any Plan  amendment to the extent  necessary and desirable to comply
with Applicable Laws.

              (c) Effect of Amendment or Termination. No amendment,  alteration,
suspension or  termination  of the Plan shall impair the rights of any Optionee,
unless mutually  agreed  otherwise  between the Optionee and the  Administrator,
which  agreement  must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers  granted to it hereunder  with respect to Options  granted  under the
Plan prior to the date of such termination.

         15. Conditions Upon Issuance of Shares.

              (a) Legal  Compliance.  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 shall comply with  Applicable  Laws and shall be further
subject  to the  approval  of  counsel  for the  Company  with  respect  to such
compliance.

              (b) Investment Representations.  As a condition to the exercise of
an Option,  the  Administrator  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.

         16.  Inability  to Obtain  Authority.  The  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.

                                       9
<PAGE>

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

         18. Shareholder Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such  shareholder  approval shall be obtained in the degree and manner
required under Applicable Laws.



                                       10