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                                                                    EXHIBIT 10.9



                              RAINFOREST CAFE, INC.

                      1998 NON-EXECUTIVE STOCK OPTION PLAN


         1. Purpose. The purpose of the 1998 Non-Executive Stock Option Plan
(the "Plan") of Rainforest Cafe, Inc. (the "Company") is to increase shareholder
value and to advance the interests of the Company by attracting, motivating and
retaining non-executive full-time employees of the Company ("Non- Executive
Employees") by furnishing Non-Executive Employees non-qualified stock options to
purchase Common Stock, no par value, of the Company ("Stock Options").

         2. Administration. The Plan shall be administered by a committee (the
"Committee") of the Board of Directors of the Company. The Committee shall
consist of not less than two directors of the Company and shall be appointed
from time to time by the Board of Directors of the Company. The members of the
Committee may be employee Directors of the Company, non-employee Directors of
the Company, or any combination thereof. The Board of Directors of the Company
may from time to time appoint members of the Committee in substitution for, or
in addition to, members previously appointed, and may fill vacancies, however
caused, in the Committee. The Committee shall select one of its members as its
chairman and shall hold its meetings at such times and places as it shall deem
advisable. A majority of the Committee's members shall constitute a quorum. All
action of the Committee shall be taken by the majority of its members. Any
action may be taken by a written instrument signed by majority of the members
and actions so taken shall be fully effective as if it had been made by a
majority vote at a meeting duly called and held. The Committee may appoint a
secretary, shall keep minutes of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable. The
Committee shall have complete authority to award Stock Options under the Plan,
to interpret the Plan, and to make any other determination which it believes
necessary and advisable for the proper administration of the Plan. The
Committee's decisions and matters relating to the Plan shall be final and
conclusive on the Company and its participants.

         3. Eligible Employees. Non-Executive Employees of the Company who are
full-time employees shall become eligible to receive Stock Options under the
Plan when designated by the Committee. For purposes of the Plan, "Non-Executive
Employees" shall be any employee of the Company who is not a director or officer
of the Company, as defined in Rule 16a-1(f) of the Securities Exchange Act of
1934, as amended (the "1934 Act"). Non-Executive Employees may be designated
individually or by groups or categories (for example, by pay grade) as the
Committee deems appropriate.

         4. Shares Subject to the Plan.

                  4.1 Number of Shares. Subject to adjustment as provided in
         Section 6.5, the number of shares of Common Stock which may be issued
         under the Plan shall not exceed 1,000,000 shares of Common Stock.

                  4.2 Cancellation. In the event that a Stock Option granted
         hereunder expires or is terminated or canceled unexercised as to any
         shares of Common Stock, options relating to such shares may again be
         issued under the Plan. The Committee may also determine to cancel, and
         agree to the cancellation of, Stock Options in order to make a
         participant eligible for the grant of a Stock Option at a lower price
         than the option to be canceled.



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                  4.3 Type of Common Stock. Common Stock issued under the Plan
         in connection with Stock Options shall be authorized and unissued
         shares.

         5. Stock Options. A Stock Option is a right to purchase shares of
Common Stock from the Company. Each Stock Option granted by the Committee under
this Plan shall be subject to the following terms and conditions:

                  5.1 Price. The option price per share shall be determined by
         the Committee, subject to adjustment under Section 6.5.

                  5.2 Number. The number of shares of Common Stock subject to
         the option shall be determined by the Committee, subject to adjustment
         as provided in Section 6.5.

                  5.3 Non-Qualified Stock Option. No Stock Option granted under
         the Plan shall qualify as an incentive stock option (as such term is
         defined in Section 422A of the Internal Revenue Code of 1986, as
         amended).

                  5.4 Duration and Time for Exercise. Subject to earlier
         termination as provided in Section 6.3, the term of each Stock Option
         shall be determined by the Committee but shall not exceed ten years and
         one day from the date of grant. Each Stock Option shall become
         exercisable at such time or times during its term as shall be
         determined by the Committee at the time of grant. The Committee may
         accelerate the exercisability of any Stock Option. Subject to the
         foregoing and with the approval of the Committee, all or any part of
         the shares of Common Stock with respect to which the right to purchase
         has accrued may be purchased by the Company at the time of such accrual
         or at any time or times thereafter during the term of the option.

                  5.5 Manner of Exercise. A Stock Option may be exercised, in
         whole or in part, by giving written notice to the Company, specifying
         the number of shares of Common Stock to be purchased and accompanied by
         the full purchase price for such shares. The option price shall be
         payable in United States dollars upon exercise of the option and may be
         paid by cash; uncertified or certified check; bank draft; by delivery
         of shares of Common Stock in payment of all or any part of the option
         price, which shares shall be valued for this purpose at the Fair Market
         Value on the date such option is exercised; by instructing the Company
         to withhold from the shares of Common Stock issuable upon exercise of
         the Stock Option shares of Common Stock in payment of all or any part
         of the option price, which shares shall be valued for this purpose at
         the Fair Market Value or in such other manner as may be authorized from
         time to time by the Committee. Prior to the issuance of shares of
         Common Stock upon the exercise of a Stock Option, a participant shall
         have no rights as a shareholder.

         6.       General.

                  6.1 Duration. The Plan shall remain in effect until all Stock
         Options granted under the Plan have either been satisfied by the
         issuance of shares of Common Stock or the payment of cash or been
         terminated under the terms of the Plan and all restrictions imposed on
         shares of Common Stock in connection with their issuance under the Plan
         have lapsed. No Stock Options may be granted under the Plan after the
         tenth anniversary of the date the Plan is approved by the shareholders
         of the Company.


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                  6.2 Non-transferability of Stock Options. No Stock Option may
         be transferred, pledged or assigned by the holder thereof (except, in
         the event of the holder's death, by will or the laws of descent and
         distribution to the limited extent provided in the Plan or in the Stock
         Option) and the Company shall not be required to recognize any
         attempted assignment of such rights by any participant. During a
         participant's lifetime, a Stock Option may be exercised only by him or
         by his guardian or legal representative.

                  6.3 Effect of Termination of Employment or Death. In the event
         that a participant ceases to be an employee of the Company for any
         reason, including death, any Stock Options may be exercised or shall
         expire at such times as may be determined by the Committee.

                  6.4 Additional Condition. Notwithstanding anything in this
         Plan to the contrary: (a) the Company may, if it shall determine it
         necessary or desirable for any reason, at the time of award of Stock
         Option require the recipient of the Stock Option, as a condition to the
         receipt thereof, to deliver to the Company a written representation of
         present intention to acquire the Stock Option or the shares of Common
         Stock issued pursuant thereto for his own account for investment and
         not for distribution; and (b) if at any time the Company further
         determines, in its sole discretion, that the listing, registration or
         qualification (or any updating of any such document) of any Stock
         Option issuable pursuant thereto is necessary on any securities
         exchange or under any federal or state securities or blue sky law, or
         that the consent or approval of any governmental regulatory body is
         necessary or desirable as a condition of, or in connection with the
         award of any Stock Option, the issuance of shares of Common Stock
         pursuant thereto, or the removal of any restrictions imposed on such
         shares, such Stock Option shall not be awarded or such shares of Common
         Stock shall not be issued or such restrictions shall not be removed, as
         the case may be, in whole or in part, unless such listing,
         registration, qualification, consent or approval shall have been
         effected or obtained free of any conditions not acceptable to the
         Company.

                  6.5 Adjustment. In the event of any merger, consolidation or
         reorganization of the Company with any other corporation or
         corporations, there shall be substituted for each of the shares of
         Common Stock then subject to the Plan, including shares subject to
         restrictions, options, or achievement of performance share objectives,
         the number and kind of shares of stock or other securities to which the
         holders of the shares of Common Stock will be entitled pursuant to the
         transaction. In the event of any recapitalization, stock dividend,
         stock split, combination of shares or other change in the Common Stock,
         the number of shares of Common Stock then subject to the Plan,
         including shares subject to restrictions, options or achievements of
         performance shares, shall be adjusted in proportion to the change in
         outstanding shares of Common Stock. In the event of any such
         adjustments, the purchase price of any option, the performance
         objectives of any Stock Option, and the shares of Common Stock issuable
         pursuant to any Stock Option shall be adjusted as and to the extent
         appropriate, at the discretion of the Committee, to provide
         participants with the same relative rights before and after such
         adjustment.

                  6.6 Stock Option Plans and Agreements.  The terms of each 
         Stock Option shall be stated in an agreement approved by the Committee.


                  6.7 Withholding.

                           (a) The Company shall have the right to withhold from
                  any payments made under the Plan or to collect as a condition
                  of payment, any taxes required by law to be withheld. At any
                  time when a participant is required to pay to the Company an
                  amount 

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                  required to be withheld under applicable income tax laws in
                  connection with an exercise of an option, the participant may
                  satisfy this obligation in whole or in part by electing (the
                  "Election") to have the Company withhold from the distribution
                  shares of Common Stock having a value up to the amount
                  required to be withheld. The value of the shares to be
                  withheld shall be based on the Fair Market Value of the Common
                  Stock on the date that the amount of tax to be withheld shall
                  be determined ("Tax Date").

                           (b) Each Election must be made prior to the Tax Date.
                  The Committee may disapprove of any Election, may suspend or
                  terminate the right to make Elections, or may provide with
                  respect to any Stock Option that the right to make Elections
                  shall not apply to such Stock Option. An Election is
                  irrevocable.

                  6.8 No Continued Employment or Right to Corporate Assets. No
         participant under the Plan shall have any right, because of his or her
         participation, to continue in the employ of the Company for any period
         of time or to any right to continue his or her present or any other
         rate of compensation. Nothing contained in the Plan shall be construed
         as giving an employee, the employee's beneficiaries or any other person
         any equity or interests of any kind in the assets of the Company or
         creating a trust of any kind or a fiduciary relationship of any kind
         between the Company and any such person.

                  6.9 Amendment of the Plan. The Board may amend or discontinue
         the Plan at any time. However, no such amendment or discontinuance
         shall, subject to adjustment under Section 6.5, change or impair,
         without the consent of the recipient, a Stock Option previously
         granted.

                  6.10 Immediate Acceleration of Stock Option. Notwithstanding
         any provision in this Plan or in any Stock Option to the contrary, all
         outstanding options will become exercisable immediately any of the
         following events occur unless otherwise determined by the Board of
         Directors and a majority of the Continuing Directors (as defined
         below):

                           (1) any person or group of persons becomes the
                  beneficial owner of 30% or more of any equity security of the
                  Company entitled to vote for the election of directors;

                           (2) a majority of the members of the Board of
                  Directors of the Company is replaced within the period of less
                  than two years by directors not nominated and approved by the
                  Board of Directors; or

                           (3) the shareholders of the Company approve an
                  agreement to merge or consolidate with or into another
                  corporation or an agreement to sell or otherwise dispose of
                  all or substantially all of the Company's assets (including a
                  plan of liquidation).

                  For purposes of this Section 6.10, beneficial ownership by a
         person or group of persons shall be determined in accordance with
         Regulation 13D (or any similar successor regulation) promulgated by the
         Securities and Exchange Commission pursuant to the 1934 Act. Beneficial
         ownership of more than 30% of an equity security may be established by
         any reasonable method, but shall be presumed conclusively as to any
         person who files a Schedule 13D report with the Securities and Exchange
         Commission reporting such ownership. If the restrictions and
         forfeitability periods are eliminated by reason of provision (1), the
         limitations of this Plan shall not 

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         become applicable again should the person cease to own 30% or more of
         any equity security of the Company.

                  For purposes of this Section 6.10, "Continuing Directors" are
         directors (a) who were in office prior to the time any of provisions
         (1), (2) or (3) occurred or any person publicly announced an intention
         to acquire 20% or more of any equity security of the Company, (b)
         directors in office for a period of more than two years, and (c)
         directors nominated and approved by the Continuing Directors.

                  6.11 Definition of Fair Market Value. For purposes of this
         Plan, the "Fair Market Value" of a share of Common Stock at a specified
         date shall, unless otherwise expressly provided in this Plan, be the
         amount which the Committee determines in good faith to be 100% of the
         fair market value of such a share as of the date in question; provided,
         however, that notwithstanding the foregoing, if such shares are listed
         on a U.S. securities exchange or are quoted on the NASDAQ National
         Market System, then Fair Market Value shall be determined by reference
         to the last sale price of a share of Common Stock on such U.S.
         securities exchange or NASDAQ on the applicable date. If such U.S.
         securities exchange or NASDAQ is closed for trading on such date, or if
         the Common Stock does not trade on such date, then the last sale price
         used shall be the one on the date the Common Stock last traded on such
         U.S. securities exchange or NASDAQ.



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