EXHIBIT 10.29.2
                    Amendment to Equity Incentive Plan (1995)


7.3 A Change in Control Provision

         As used herein, a Change in Control and related  definitions shall have
         the meanings as set forth in Section 7.3 C below.

         Immediately prior to the occurrence of a Change in Control:

         (a) Each Option and Stock Appreciation Right shall automatically become
         fully  exercisable  unless  the  Committee  shall  otherwise  expressly
         provide at the time of grant.

         (b)  Restrictions and conditions on Restricted  Stock,  Deferred Stock,
         Performance Units and Other Stock-based  Awards shall  automatically be
         deemed  waived to the extent,  if any,  specified  (whether at or after
         time of grant) by the Committee.

         In addition to the foregoing and Sections  6.1(d),  6.2(d),  6.3(d) and
         6.4,  the  Committee  may at any time  prior  to or  after a Change  in
         Control   accelerate  the  exercisability  of  any  Options  and  Stock
         Appreciation  Rights  and  may  waive  restrictions,   limitations  and
         conditions on Restricted Stock,  Deferred Stock,  Performance Units and
         Other Stock-based  Awards to the extent it shall in its sole discretion
         determine.

         7.3 B  Certain Corporate Transactions.

         (a) In the event of a  consolidation  or merger in which the Company is
         not the surviving  corporation  or which results in the  acquisition of
         substantially all the Company's outstanding Stock by a single person or
         entity or by a group of persons and/or entities  acting in concert,  or
         in the event of the complete  liquidation of the Company or the sale or
         transfer  of  substantially  all of the  Company's  assets (a  "Covered
         Transaction"),  all  outstanding  Options  will  terminate  as  of  the
         effective  date of the  Covered  Transaction,  provided  that at  least
         twenty  (20)  days  prior to the  effective  date of any  such  merger,
         consolidation, liquidation or sale of assets, but subject to Paragraphs
         (c) and (d) below,  the Committee  shall make all  outstanding  Options
         exercisable   immediately   prior  to   consummation  of  such  Covered
         Transaction  (to the  extent  that  such  Options  are not  exercisable
         immediately  prior  to  the  consummation  of the  Covered  Transaction
         pursuant to Section 7.3 A).

         (b) Subject to Paragraphs (c) and (d) below,  the Committee may, in its
         sole   discretion,   prior  to  the  effective   date  of  the  Covered
         Transaction, (1) remove the restrictions from each outstanding share of
         Restricted Stock, (2) cause the Company to make any payment and provide
         any benefit under each  outstanding  Deferred Stock Award,  Performance
         Award,  and  Supplemental  Grant which would have been made or provided
         with the  passage  of time had the  transaction  not  occurred  and the
         Participant remained an employee, and (3) forgive all or any portion of
         the principal of or interest on a loan.

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         (c) If an  outstanding  Option or Other Award is subject to performance
         or other conditions (other than conditions relating the mere passage of
         time and continued  employment)  which will not have been  satisfied at
         the time of the Covered  Transaction,  the  Committee  may, in its sole
         discretion,  remove such conditions. If it does not do so however, such
         Option or Other Award will  terminate,  because the conditions have not
         been   satisfied,   as  of  the   date  of  the   Covered   Transaction
         notwithstanding Paragraph (a) and (b) above.

         (d) With  respect to an  outstanding  Option or Other Award held by the
         participant who, following the Covered Transaction, will be employed by
         a  corporation  which is a surviving or acquiring  corporation  in such
         transaction or an affiliate of such a  corporation,  the Committee may,
         in lieu of the action of the Committee  described in Paragraphs  (a) or
         (b) above or in addition to any Option  being  exercisable  immediately
         prior to  consummation of the Covered  Transaction  pursuant to Section
         7.3A above, arrange to have such surviving or acquiring  corporation or
         affiliate  assume the Option or Other Award or grant to the Participant
         a  replacement  Option or other  Award  which,  in the  judgment of the
         Committee, is substantially equivalent to the Option or Other Award. In
         the case of an assumed or substitute Option intended to be an Incentive
         Stock Option,  the requirements of Section 424 (a) of the Code shall be
         satisfied except as otherwise provided by the Committee.

         7.3 C  Change in Control and Related Definitions.

         A  "Change  in  Control"  shall  be  deemed  to  have  occurred  if the
         conditions set forth in any one of the following  paragraphs shall have
         been satisfied:

         (a)  any  Person  is or  becomes  the  Beneficial  Owner,  directly  or
         indirectly,  of securities of the Company  representing  35% or more of
         the combined voting power of the Company's then outstanding securities;
         or

         (b)  during  any  period of not more than two  consecutive  years  (not
         including any period prior to October 26, 1994), individuals who at the
         beginning  of such  period  constitute  the Board and any new  director
         (other than a director  designated  by a Person who has entered into an
         agreement with the Company to effect a transaction  described in Clause
         (a),  (c) or (d) of  Section  7.3 C)  whose  election  by the  Board or
         nomination for election by the Company's stockholders was approved by a
         vote of at least two-thirds (2/3) of the directors then still in office
         who  either  were  directors  at the  beginning  of the period or whose
         election or nomination for election was  previously so approved,  cease
         for any reason to constitute a majority thereof; or

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         (c) the  shareholders of the Company approve a merger or  consolidation
         of the Company with any other corporation, other than

                  (1) 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 being  converted into voting  securities of the
                  surviving  entity) 60% or more of the combined voting power of
                  the voting  securities of the Company or such surviving entity
                  outstanding immediately after such merger or consolidation, or

                  (2)  a  merger  or  consolidation   effected  to  implement  a
                  recapitalization  of the Company (or similar  transaction)  in
                  which no person  acquires 35% or more of the  combined  voting
                  power of the Company's then outstanding securities; or

         (d)  the  shareholders  of  the  Company  approve  a plan  of  complete
         liquidation  of the Company or an agreement for the sale or disposition
         by the Company of all or substantially all the Company's assets.

         Notwithstanding  the  foregoing  provisions  of this  Section  7.3C,  a
         "Change in Control" will not be deemed to have occurred  solely because
         of (i) the  ownership or  acquisition  of securities of the Company (or
         any reporting  requirement  under the Securities  Exchange Act of 1934)
         relating thereto) by an employee benefit plan maintained by the Company
         for the benefit of employees or by  ownership or  acquisition  (whether
         accomplished by merger, consolidation, purchase or otherwise) by any of
         Ben Cohen,  Jerry  Greenfield,  Jeffrey  Furman and Perry Odak or their
         "affiliates" or  "associates"  (as such terms are defined in Rule 12b-2
         under  the Act) or  members  of their  families  (or  trusts  for their
         benefit) or charitable  trusts  established by any of them and/or other
         related management group.

         In the foregoing  provisions  of this Section 7.2, the following  terms
         shall have the meanings set forth below:

         "Person"  shall  have the  meaning  given in  Section  3 (a) (9) of the
         Securities Exchange Act of 1934, as modified and used in Sections 13 9d
         and 14 (d) thereof; however, a Person shall not include

                  (1) the Company or any controlled subsidiary of the Company,

                  (2) a trustee or other fiduciary  holding  securities under an
                  employee benefit plan of the Company or

                  (3)  a  corporation   or  other  entity  owned,   directly  or
                  indirectly,   by   the   shareholders   of  the   Company   in
                  substantially the same proportions as their ownership of stock
                  of the Company.

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         "Beneficial  Owner" shall have the meaning  defined in Rule 13d-3 under
         the Securities Exchange Act of 1934 as amended from time to time.