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                                 EXHIBIT 10.12

                             RAINFOREST CAFE, INC.
                       1996 EMPLOYEE STOCK PURCHASE PLAN


1.       WHAT IS THE PURPOSE OF THE PLAN?

         The purpose of this 1996 Employee Stock Purchase Plan (the "Plan") is
         to provide employees of Rainforest Cafe, Inc. (the "Company") and its
         subsidiaries (as defined in Section 424(f) of the Internal Revenue
         Code of 1986, as amended (the "Code")) an opportunity to share in the
         Company's financial growth through ownership of Common Stock of the
         Company (the "Common Stock") made available to employees at
         preferential prices.

         The Plan provides a convenient method for employees to purchase the
         Common Stock at a cost below the market price and without payment of
         brokerage commissions or fees.  Purchases under the Plan are intended
         to qualify as exercises of options (the "Purchase Rights") granted
         under an employee stock purchase plan, as defined by Section 423 of
         the Code.  The Plan is intended as an incentive for continuing
         employment with the Company and to encourage employees to take an
         ownership interest in the Company's future.


2.       WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?

         All regular, full-time employees of the Company who have been so
         employed for more than 90 days at the most current Enrollment Date
         (the "Eligible Employees") are eligible to participate in the Plan.
         The "Enrollment Date" shall be the first business day of each calendar
         quarter.

         Any employee who beneficially owns 5% or more of the total voting
         power or value of the stock of the Company is not eligible to
         participate in the Plan.

         No purchase rights shall be granted under the Plan to any person who
         is not an Eligible Employee, and no Eligible Employee shall be granted
         purchase rights under the Plan (a) if such Eligible Employee,
         immediately after receiving the grant of such purchase rights under
         the Plan owns (under the rules of Section 423(b)(3) and 425(d) of the
         Code) stock possessing five percent or more of the total combined
         voting power or value of all classes of stock of the Company or any of
         its subsidiary corporations (as defined by Section 425(f) of the
         Code); or (b) which permits such Eligible Employee's rights to
         purchase stock under all employee stock purchase plans of the Company
         to accrue at a rate which exceeds $25,000 of fair market value of
         stock (determined at the time such purchase rights are granted) for





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         each calendar year in which such purchase rights are outstanding at
         any time.  For purposes of the preceding sentence, the determination
         of when the right to purchase stock pursuant to purchase rights
         granted under the Plan accrues, and the rate at which such rights
         accrue, shall be made in the manner provided by Section 423(b)(8) of
         the Code.


3.       HOW MAY I ENROLL IN THE PLAN?

         Each Eligible Employee who completes and delivers the payroll
         deduction authorization forms to the Human Resources Department shall
         become a "Participant."  These forms authorize a regular payroll
         deduction from employee compensation and must state the date on which
         the deductions should begin.  This may not be retroactive.


4.       HOW OFTEN WILL THE PURCHASE OF STOCK BE OFFERED?

         The Plan shall become effective on July 1, 1996, provided that the
         Plan has then been adopted by the Board of Directors (hereinafter
         called the "Board") of the Company, and approved at a duly called
         meeting (or any adjournment thereof) of the shareholders of the
         Company, by the holders of a majority of the then outstanding shares
         of stock of the Company voting at such meeting.

         The Company will issue shares under the Plan, and the Plan will
         purchase such shares for Participants, on the last business day of
         each calendar quarter in which there are sufficient funds in a
         Participant's account to purchase one or more full shares (or, if such
         stock is not traded on such say, the next preceding business day on
         which such stock was traded).


5.       WHAT AMOUNT MAY I HAVE DEDUCTED?

         The Company will maintain payroll deduction accounts for all
         Participants.  No amounts other than such payroll deductions may be
         credited to such deduction amounts.  No interest shall be payable to
         Participants on account of any amounts held in the deduction accounts.
         With respect to any offering made under this plan, each Eligible
         Employee may authorize a payroll deduction of whole number percentages
         of a minimum of 2% up to a maximum of 15% of the gross compensation of
         such Eligible Employee received during the offering period (or during
         such portion thereof as elects to participate).





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6.       WHAT KIND OF SHARES MAY I PURCHASE?

         The shares of Common Stock of the Company to be issued under this Plan
         are authorized but unissued shares or the Company's Common Stock.


7.       HOW MANY SHARES MAY I PURCHASE?

         Participants participating in any offering of this Plan (upon the
         effective date of such offering), will be granted an option to
         purchase as many full shares of Common Stock of the Company as such
         Participant chooses to purchase using the following amounts:

         a.      up to 15% of compensation received during the specified
                 offering period (or during the portion such Participant
                 chooses to participate), to be paid by payroll deductions
                 during such period; and

         b.      the balance of fractional shares (if any) carried forward from
                 the payroll deduction account of such Participant for the
                 preceding offering period.

         Notwithstanding the foregoing, in no event may the value of shares of
         Common Stock purchased by a Participant, pursuant to the Plan during a
         calendar year exceed $25,000.


8.       WHAT PRICE WILL I PAY?

         The purchase price for each share purchased will be the lower of 85%
         of the fair market value on 1) the first business day of each calendar
         quarter or 2) the last business day of each calendar quarter in which
         there are sufficient funds in a Participant's account to purchase one
         or more full shares.

         The fair market value of a share of Common Stock shall be deemed to be
         the closing sales price of such stock on the Nasdaq National Market,
         or any successor national securities exchange on which the Common
         Stock is listed or, if such Common Stock is not traded on that day,
         then on the next preceding day on which such Common Stock was traded.





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9.       WHAT ACCOUNTING OF MY CONTRIBUTIONS AND STOCK PURCHASES IS MAINTAINED?

         The Plan will be administered by a committee (the "Committee") as
         designated by the Board of Directors of the Company.  Members of the
         Committee may be appointed from time to time by the Board and shall be
         subject to removal by the Board.  The decision of a majority in number
         of the members of the Committee in office at the time shall be deemed
         to be the decision of the Committee.

         The Committee, together with an agent (the "Agent") appointed by the
         Committee, shall administer the Plan so as to ensure that all
         Participants granted purchase rights under the Plan have the same
         rights and privileges as provided by Section 423(b)(5) of the Code.
         The Committee may, from time to time, approve the forms of any
         documents or writings provided for in the Plan, may adopt, amend and
         rescind rules and regulations not inconsistent with the Plan for
         carrying out the Plan and may construe the Plan.  As of the last
         business day of each month during any offering period, the Agent will
         total each deduction account.  To the extent a Participant's deduction
         account contains sufficient funds to purchase one or more full shares
         as of that date, such Participant will be deemed to have exercised an
         option to purchase a full share or shares and his or her deduction
         account will be charged for the amount of purchase.  Subsequent full
         shares would be purchased in the same manner.

         Any balance of fractional shares remaining in any Participant's
         deduction account at the end of an offering period will be carried
         forward into his or her deduction account for the following offering
         period.  In no event will the balance carried forward be equal to or
         greater than the purchase price of one share on the last business day
         of the last month of the offering period.

         For example:

         If in the month of March, $17 is withheld from a Participant's
         paycheck, that Participant's deduction account will be credited with
         that amount.  Then the Committee will allocate shares of Common Stock
         to the account of such Participant based on the market price on the
         last business day of March (the end of the calendar quarter).
         Assuming the market price on that day is $20, the account of the
         Participant would be charged for the $17 ($20 x 85%), one full share
         of Common Stock would be credited to the account of such Participant.

         If $24.50 had been withheld from the paycheck of the Participant in
         March, his or her deduction account would be credited with 1.441
         shares of Common Stock ($24.50 divided by the $17 share price).





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10.      HOW DO I RECEIVE SHARES?

         Notwithstanding any other provision of the Plan, the Company shall
         have no obligation to issue any shares of Common Stock under the Plan
         unless such issuance would comply with all applicable laws and the
         applicable regulations or requirements of any securities exchanges or
         similar entities.  If, at any time, the Company, in its sole
         discretion, determines that the listing, registration or qualification
         (or any updating of any such document) of the shares of Common Stock
         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 issuance of
         shares of Common Stock pursuant to the exercise of purchase rights,
         shares shall not be issued pursuant to such exercise, 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.

         With respect to any person who is subject to section 16(a) of the
         Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
         Committee may, at any time, add such conditions and limitations to any
         purchase rights under the Plan that it deems necessary or desirable to
         comply with the requirements of Rule 16b-3 promulgated under the
         Exchange Act; provided, however, that any rights or privileges that
         are extended to such persons shall be extended uniformly to all
         eligible employees.

         The Company will periodically (but not less often than annually)
         deliver to each Participant certificates for full common shares
         purchased under the Plan.  Otherwise, the certificates will be
         delivered only if:

                 a)       a Participant withdraws from the Plan, or

                 b)       a Participant or his or her legal Representative
                          requests them.

         An Eligible Employee or Participant shall not by reason of the Plan or
         any purchase rights granted under the Plan, have any rights of a
         shareholder until and to the extent (s)he shall, from time to time,
         exercise his or her purchase rights, but, upon each such exercise,
         (s)he shall have all the rights of a shareholder of record on the day
         on which such exercise occurs with respect to the shares of Common
         Stock as to which such purchase rights are exercised, and the Company
         may defer delivery of certificates evidencing such shares for a
         reasonable time.





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11.      HOW DO I RECEIVE REPORTS OF MY ACCOUNT?

         The Committee or the Agent will provide each Participant with a
         periodic statement showing the cash withheld and invested, purchase
         price per share, shares purchased and shares held for such Participant
         by the Committee or the Agent.


12.      CAN I CHANGE THE AMOUNT OF MY DEDUCTION?

         A payroll deduction may be increased only once and reduced only once
         during any offering period (see 4.0).  Each Participant may increase
         or decrease his or her payroll deduction at any time by filling out
         new authorization forms.  The change may not become effective sooner
         than the next pay period after receipt of the form.


13.      MAY I WITHDRAW FROM THE PLAN ANY TIME?

         Each Participant may at any time and for any reason permanently
         withdraw the balance accumulated in his or her deduction account and
         thereby withdraw from participation in the Plan.  Such Participants
         may thereafter begin participation again only at or after the
         commencement of a new offering period.  Partial withdrawals may be
         permitted at the discretion of the Committee.


14.      IN WHOSE NAME MAY STOCK CERTIFICATES BE ISSUED?

         Certificates may be registered in the name of the Participant only,
         or, if such Participant indicates on his or her authorization form, in
         the name of such Participant jointly with a member of his or her
         family with right of survivorship.  If the Participant is a resident
         of a jurisdiction which does not recognize such a joint tenancy, such
         Participant may have certificates registered in the name of such
         Participant as tenant in common with a member of his or her family,
         without right of survivorship.


15.      ARE MY RIGHTS UNDER THIS PLAN TRANSFERABLE?

         Rights under this Plan are not transferable other than by will or the
         laws of descent and distribution, and are exercisable by the
         Participant only, during the lifetime of such Participant.


16.      DO I RECEIVE INTEREST ON CASH WITHHELD FROM MY PAYCHECK?





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         In view of the discounted purchase price, no interest will be paid on
         cash withheld prior to purchase of shares.


17.      WHAT HAPPENS DURING MY ABSENCE FROM WORK?

         Payroll deductions continue during any time off with pay, but stop
         during approved time off without pay, though such Participant is still
         enrolled in the Plan.  Deductions automatically resume upon each
         Participant's return to work.


18.      WHAT IF MY EMPLOYMENT ENDS?

         In the event retirement or termination of employment with the Company,
         the balance of shares and cash in the deduction account of such
         Participant will be issued to such Participant, or in the event of the
         death of a Participant, to the estate of such Participant.


19.      WHAT IS THE MAXIMUM NUMBER OF SHARES IN THE PLAN AND WHAT ARE THE
         EFFECTS OF A STOCK SPLIT OR DIVIDEND?

         The maximum number of shares of Common Stock which may be purchased
         under the Plan is 150,000, subject to adjustment as hereinafter set
         forth.

         In the event of a subdivision of outstanding shares, or the payment of
         a stock dividend, the number of shares approved for this Plan shall be
         increased proportionately, and such other adjustment shall be made as
         may be deemed equitable by the Board of Directors.  In the event of
         any other change affecting the Company's shares of Common Stock, such
         adjustment shall be made as may be deemed equitable by the Board of
         Directors to give proper effect to such event.





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20.      WHAT ARE THE TAX CONSEQUENCES?

         All amounts withheld pursuant to the Plan, shares issued pursuant to
         the exercise of any purchase rights and any payments pursuant to the
         Plan are subject to withholding of all applicable taxes and the
         Company shall have the right to withhold from any payment or
         distribution of shares or to collect as a condition of any payment or
         distribution under the Plan, as applicable, any taxes required by law
         to be withheld.  To the extent provided by the Committee, an employee
         may elect to have any distribution of shares otherwise required to be
         made pursuant to the Plan to be withheld or to surrender to the
         Company or Company shares of Common Stock already owned by the
         employee to fulfill any tax withholding obligation.

         This description of federal income tax consequences is merely to help
         Participants understand them and is in no way complete.  Participants
         having questions on how the Plan affects their individual tax
         situation, should seek competent professional advice.


21.      WHAT ARE MY CONTRIBUTIONS TO THE PLAN USED FOR?

         All funds received or held by the Company under this Plan may be used
         for any corporate purpose.


22.      HOW IS THE PLAN ADMINISTERED?

         The Plan is administered by the Board of Directors of the Company or
         by a committee of directors who are not eligible to participate in the
         Plan.

         The Directors are responsible for general administration of the Plan,
         proper execution of its provisions, construction of the Plan and
         determination of all questions arising thereunder.  It has power to
         establish, interpret and enforce rules and regulations for
         administration, provided such rules and regulations are uniformly
         applicable to all persons similarly situated.


23.      WHEN DOES THE PLAN END?

         This Plan and all rights of Participants under any offering hereunder
         shall terminate:

         a.      on the date that Participants become entitled to purchase a
                 number of shares equal to or greater than the number of shares
                 remaining available for purchase.





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                 If the number of shares so purchasable is greater than the
                 shares remaining available, the available shares shall be
                 allocated by the Committee among such participating employees
                 in such manner as it deems fair; or

         b.      at any time, at the discretion of the Board of Directors.

         Upon termination of this Plan, all amounts in the accounts of
         Participants shall be carried forward into such Participant's
         deduction account under a successor Plan, if any, or promptly
         refunded.





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                        AUTHORIZATION FOR ENROLLMENT IN
                       1996 EMPLOYEE STOCK PURCHASE PLAN

I hereby authorize Rainforest Cafe, Inc. to establish an account in my name and
make payroll deductions to purchase shares of Common Stock of Rainforest Cafe,
Inc.

This authorization is given with the understanding that I may withdraw from the
Plan at any time by notifying Cindee Kohagen of Rainforest Cafe, Inc.

EMPLOYEE'S NAME ________________________________________________________________

SOCIAL SECURITY NO._____________________________________________________________


ACCOUNT REGISTRATION                  Individual / /           Joint / /

NAME(S):

EMPLOYEE: ______________________________________________________________________
          First                        Middle                        Last

JOINT OWNER:____________________________________________________________________
(if any)    First                      Middle                        Last

ADDRESS:  ______________________________________________________________________
           Number                      Street                    Apt./Suite No.

          ______________________________________________________________________
          City                         State
                                                                      Zip

                Telephone: _____________________________________________________

DATE _________________


EMPLOYEE SIGNATURE _____________________________________________________________


JOINT OWNER SIGNATURE __________________________________________________________
(if any)





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                       1996 EMPLOYEE STOCK PURCHASE PLAN
                      AUTHORIZATION FOR PAYROLL DEDUCTION


Name _______________________________________________  Date _____________________
     First              Middle              Last

Social Security No. ____________   Employee No. ________________________________

                                                Department _____________________


In accordance with the 1996 Employee Stock Purchase Plan of Rainforest Cafe,
Inc., I hereby authorize the Company to:


     / /    Deduct _____ % of my gross payroll earnings during each pay period.

     / /    Change my payroll deduction to __________ % per pay period.

     / /    Withdraw my enrollment to the plan.


I understand the terms of the Employee Stock Purchase Plan as outlined in the
Prospectus, and can withdraw my voluntary participation at any time.



_______________________________
Signature of Employee





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