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                                                                   EXHIBIT 10.16

                           THE SPORTSMAN'S GUIDE, INC.

                             1999 STOCK OPTION PLAN



         1. PURPOSE. The purpose of this Plan is to advance the interests of The
Sportsman's Guide, Inc., a Minnesota corporation (the "Company") by providing an
opportunity to selected key employees of the Company to purchase stock of the
Company through the exercise of options granted under this Plan. By encouraging
such stock ownership, the Company seeks to attract, retain and motivate key
employees of training, experience and ability, and to encourage the judgment,
initiative and efforts of such employees for the successful conduct of the
Company's business. It is intended that these purposes will be effected by the
granting of stock options as provided herein which will qualify as "incentive
stock options" under the provisions of Section 422 (or its successor provisions)
of the Internal Revenue Code of 1986 (the "Code"), and options which do not
qualify as incentive stock options under the Code ("nonqualified options").

         2. STOCK SUBJECT TO THE PLAN. The total number of shares that may be
subject to options granted under this Plan shall not exceed 600,000 shares of
the Common Stock of the Company, $.01 par value ("Common Stock"). Shares subject
to an option which for any reason expires or is terminated unexercised as to
such shares may again be the subject of an option under the Plan. The shares
delivered upon exercise of options granted under this Plan may be either
authorized but unissued shares or issued shares reacquired by the Company.

         3. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company or such other committee
designated by the Board (the "Committee") consisting of two or more directors
who shall be appointed by and shall serve at the pleasure of the Board. Subject
to the provisions of this Plan, the Committee shall have full power to construe
and interpret the Plan and to establish, amend and rescind rules and regulations
for its administration. The Committee shall recommend to the Board of Directors
the individuals to whom and the times at which options shall be granted, the
designation of each option as an incentive stock option or a nonqualified
option, and the number of shares subject to each option. Any such construction,
rule determination or other action taken by the Committee pursuant to the Plan
shall be binding and conclusive upon the approval by the Board of Directors.

         Actions by a majority of the Committee at a meeting at which a quorum
is present, or actions approved in writing by all of the members of the
Committee, shall be the valid acts of the Committee. No member of the Board of
Directors or the Committee shall be liable for any action or determination made
in good faith with respect to the Plan or any option granted under it.

         4. ELIGIBLE EMPLOYEES. Options may be granted by the Board of Directors
to such key employees of the Company, including members of the Board of
Directors who are also employees of the Company, as are selected by the
Committee. The maximum number of shares subject to options which may be granted
to any individual shall be the total number of shares available under the Plan.

         5. TERMS AND CONDITIONS OF OPTIONS. All options granted under this Plan
shall be evidenced by stock option agreements in such form and not inconsistent
with the Plan as the Com-



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mittee shall approve from time to time, which agreements shall include, but not
be limited to, the following terms and conditions:

               (a) Price. The purchase price per share of stock payable upon the
exercise of each option granted hereunder shall not be less than the fair market
value of the stock on the date the option is granted. If at the time of grant of
an incentive stock option the optionee owns stock possessing more than 10% of
the combined voting power of all classes of stock of the Company, such purchase
price per share shall not be less than 110% of the fair market value of the
stock on the date the option is granted. Such fair market value shall be
determined in accordance with procedures established by the Committee conforming
to regulations issued by the Internal Revenue Service with regard to incentive
stock options.

               (b) Number of Shares. Each option agreement shall specify the
number of shares to which it pertains.

               (c) Exercise of Options. Each option shall be exercisable for the
full amount or for any part thereof and at such intervals or in such
installments as the Board of Directors may determine at the time it grants such
option. No option shall be exercisable with respect to any shares later than ten
years after the date of grant of the option. If at the time of grant of an
incentive stock option the optionee owns stock possessing more than 10% of the
combined voting power of all classes of stock of the Company, such option shall
be exercisable no later than five years after the date of grant.

               (d) Notice of Exercise and Payment. An option shall be
exercisable by delivery of a written notice to the Secretary of the Company
specifying the number of shares for which it is exercised. If the shares are not
at the time registered under the Securities Act of 1933, the optionee shall
include with such notice a letter, in form and substance satisfactory to the
Company, confirming that the shares are being purchased for the optionee's own
account for investment and not with a view to distribution. The exercise price
and any withholding obligations under applicable tax laws shall be paid in full
at the time of delivery of the notice of exercise, either by (i) cashier's,
certified or personal check, (ii) if permitted by a vote of the Board of
Directors by delivery and assignment to the Company of shares of Common Stock or
(iii) by a combination of (i) and (ii). The value of the Company stock for such
purpose shall be its fair market value as of the date the option is exercised.

               (e) Non-Transferability. No option shall be transferable by the
optionee otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during the lifetime of the optionee only by him
or her, except that the Committee may, in its discretion, authorize options
granted under this Plan to be on terms which permit the optionee to transfer the
option to family members of the optionee, trusts for the benefit of such family
members, family limited partnerships or other persons or entities.

               (f) Termination of Options. Each option shall terminate and may
no longer be exercised if the optionee ceases for any reason to be an employee
of the Company, except that:


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                    (i) If the optionee's employment shall have terminated for
                    any reason other than cause, disability (as defined below)
                    or death, the optionee may at any time within a period of
                    three months after such termination of employment exercise
                    the option to the extent the option was exercisable by the
                    optionee on the date of termination of employment.

                    (ii) If the optionee's employment shall have been terminated
                    because of disability within the meaning of Section 22(e)(3)
                    of the Code, the optionee may at any time within a period of
                    one year after such termination of employment exercise the
                    option to the extent the option was exercisable by the
                    optionee on the date of termination of employment.

                    (iii) If the optionee dies at a time when the option was
                    exercisable by the optionee, the optionee's estate, personal
                    representative or beneficiary to whom it has been
                    transferred pursuant to Section 5(e) hereof may, within six
                    months following the death, exercise the option to the
                    extent the option might have been exercised at the time of
                    the optionee's death.

                    (iv) No option may be exercised to any extent by anyone
                    after the expiration date of the option.

               (g)  Rights as Shareholder. The optionee shall have no rights as
a shareholder with respect to any shares covered by an option until the date of
issuance of a stock certificate to the optionee for such shares.

         6.    TREATMENT OF CERTAIN INCENTIVE STOCK OPTIONS. To the extent that
the aggregate fair market value (determined as of the date the option is
granted) of shares with respect to which one or more incentive stock options
first become exercisable by an optionee in any calendar year exceeds $100,000,
taking into account shares subject to incentive stock options under this Plan
and shares subject to incentive stock options under all other plans of the
Company or other entities referenced in Section 422(d)(1) of the Code, the
options shall be treated as nonqualified stock options.

         7.    STOCK DIVIDENDS; STOCK SPLITS; COMBINATIONS; RECAPITALIZATIONS.
Appropriate adjustment shall be made in the maximum number of shares of Common
Stock subject to the Plan and in the number, kind and option price of shares
covered by outstanding options granted hereunder to give effect to any stock
dividends or other distribution, stock splits, stock combinations,
recapitalizations and other similar changes in the capital structure of the
Company after the effective date of the Plan.

         8.    MERGER; SALE OF ASSETS; DISSOLUTION. In the event of a change of
the Common Stock resulting from a merger or similar reorganization as to which
the Company is the surviving corporation, the number and kind of shares which
thereafter may be optioned and sold under the Plan and the number and kind of
shares then subject to options granted hereunder and the price per share thereof
shall be appropriately adjusted in such a manner as the Committee may deem
equitable to prevent substantial dilution or enlargement of the rights available
or granted here-



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under. If the Company at any time should dissolve, sell all or substantially all
of its assets, undergo a reorganization, or merge or consolidate with any
corporation and the Company is not the surviving corporation, then (unless in
the case of a reorganization, merger or consolidation the surviving corporation
assumes the optionees' rights under the Plan or issues substantially equivalent
substitute rights in place thereof) each optionee shall be notified by the
Company of his or her right to exercise all outstanding options (both vested and
unvested) prior to any such dissolution, sale, reorganization, merger or
consolidation. The failure to exercise such outstanding options within 30 days
of such notification shall cause the options to be terminated.

         Notwithstanding the foregoing, in the case of an incentive stock
option, no adjustment shall be made pursuant to Section 7 or 8 hereof which
would cause the Plan to violate Section 424(a) of the Code or any successor
provisions thereto, without the written consent of the optionee adversely
affected thereby.

          9. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may at any
time amend or terminate the Plan or alter or amend any outstanding stock option
agreements under the Plan in any manner it deems advisable, provided that no
such action shall adversely affect or impair any then outstanding option without
the consent of the optionee holding such option.

         10. EFFECT OF THE PLAN ON EMPLOYMENT RELATIONSHIP. The establishment of
the Plan shall in no way, now or hereafter, reduce, enlarge or modify the
employment relationship between the Company and the optionee, except that any
options granted under the Plan shall be subject to the provisions of any
employment agreement between the Company and the optionee. Nothing contained in
the Plan shall be construed as conferring upon any optionee any right to
continued employment with the Company or to give any employee any right to
participate in the Plan or to receive options. The granting of options under the
Plan shall be entirely discretionary with the Board of Directors.

         11. EFFECTIVE DATE; DURATION OF PLAN. This Plan was adopted by the
Board of Directors as of February 11, 1999, subject to approval by the
shareholders of the Company, and shall become effective upon shareholder
approval. The Plan shall remain in effect until discontinued by the Board of
Directors, except that no incentive stock option may be granted under the Plan
after May 10, 2009.

         12. DEFINITIONS.

             (a) The term "key employees" means those executive, administrative,
operational or managerial employees of the Company who are determined by the
Committee to be eligible for options under this Plan.

             (b) The term "optionee" means a key employee to whom an option is
granted under this Plan.

As approved by shareholders effective May 10, 1999.



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