EXHIBIT 10.2
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                              WEINER'S STORES, INC.

                            1999 STOCK INCENTIVE PLAN

           1.         PURPOSE.

           The Weiner's Stores, Inc. 1999 Stock Incentive Plan (the "Plan") is
intended to provide incentives which will attract, retain and motivate highly
competent persons as key employees and non-employee directors of Weiner's
Stores, Inc. (the "Company") and of any subsidiary corporation now existing or
hereafter formed or acquired, by providing them opportunities to acquire shares
of the common stock, par value $.01 per share, of the Company ("Common Stock").
Furthermore, the Plan is intended to assist in aligning the interests of the
Company's key employees and non-employee directors to those of its stockholders.

           2.         ADMINISTRATION.

           (a) The Plan shall be administered by a committee or subcommittee
(the "Committee") appointed by the Board of Directors of the Company (the
"Board") from among its members. Unless the Board determines otherwise, the
Committee shall be comprised solely of not less than two members who each shall
qualify as (i) a "Non-Employee Director" within the meaning of Rule 16b-3(b)(3)
(or any successor rule) promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act") and (ii) an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"). The Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the proper
administration of the Plan and to make such determinations and interpretations
and to take such action in connection with the Plan and any Awards (as defined
in Section 4 below) granted hereunder as it deems necessary or advisable. All
determinations and interpretations made by the Committee shall be binding and
conclusive on all participants and their legal representatives. No member of the
Board, no member of the Committee and no employee of the Company shall be liable
for any act or failure to act hereunder, except in circumstances involving his
or her bad faith, gross negligence or willful misconduct, or for any act or
failure to act hereunder by any other member or employee or by any agent to whom
duties in connection with the administration of this Plan have been delegated.
The Company shall indemnify members of the Committee, and any agent of the
Committee who is an employee of the Company, against any and all liabilities or
expenses to which they may be subjected by reason of any act or failure to act
with respect to their duties on behalf of the Plan, except in circumstances
involving such person's bad faith, gross negligence or willful misconduct.

           (b) The Committee may employ such legal or other counsel, consultants
and agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion or computation received from any such counsel, consultant
or agent. Expenses incurred by the Committee in the engagement of such counsel,
consultant or agent shall be paid by the Company, or the subsidiary or affiliate
whose employees have benefitted from the Plan, as determined by the Committee.

           3.         PARTICIPANTS.

           Participants shall consist of such key employees and non-employee
directors of the Company and any of its subsidiaries as the Committee in its
sole discretion determines to be significantly responsible for the success and
future growth and profitability of the Company and whom the Committee may
designate from time to time to receive Awards under the Plan. Designation of a
participant in any year shall not require the Committee to designate such person
to receive an Award in any other year or, once designated, to receive the same
type or amount of Award as granted to the participant in any other year. The
Committee shall consider such factors as it deems pertinent in selecting
participants and in determining the type and amount of their respective Awards.

           4.         TYPES OF AWARDS.

           Awards under the Plan may be granted in the form of Stock Options (as
described below, and collectively, the "Awards"). Awards shall be evidenced by
agreements (which need not be identical) in such forms as the Committee may from


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time to time approve; provided, however, that in the event of any conflict
between the provisions of the Plan and any such agreements, the provisions of
the Plan shall prevail.

           5.         COMMON STOCK AVAILABLE UNDER THE PLAN.

           The aggregate number of shares of Common Stock that may be subject to
Awards, i.e., Stock Options, granted under this Plan shall be 1,000,000 shares
of Common Stock, which may be authorized and unissued or treasury shares,
subject to any adjustments made in accordance with Section 8 hereof. The maximum
number of shares of Common Stock with respect to which Stock Options may be
granted to an individual participant under the Plan during the term of the Plan
shall not exceed 400,000 shares (subject to adjustments made in accordance with
Section 8 hereof). Any shares of Common Stock subject to an Award which for any
reason is canceled, terminated without having been exercised, forfeited, or
delivered to the Company as part of full payment for the exercise of a Stock
Option shall again be available for Awards under the Plan. The preceding
sentence shall apply only for purposes of determining the aggregate number of
shares of Common Stock subject to Awards and shall not apply for purposes of
determining the maximum number of shares of Common Stock subject to Awards
(including the maximum number of shares of Common Stock subject to Stock
Options) that any individual participant may receive.

           6.         STOCK OPTIONS.

           (a) IN GENERAL. Stock Options shall consist of awards from the
Company that will enable the holder to purchase a specific number of shares of
Common Stock, at set terms and at a fixed purchase price. Stock Options may be
(i) "incentive stock options" ("Incentive Stock Options"), within the meaning of
Section 422 of the Code, or (ii) Stock Options which do not constitute Incentive
Stock Options ("Nonqualified Stock Options"). The Committee shall have the
authority to grant to any participant one or more Incentive Stock Options,
Nonqualified Stock Options, or both types of Stock Options. Each Stock Option
shall be subject to such terms and conditions consistent with the Plan as the
Committee may impose from time to time. In addition, each Stock Option shall be
subject to the following limitations set forth in this Section 6.

           (b) EXERCISE PRICE. Each Stock Option granted hereunder shall have
such per-share exercise price as the Committee may determine on the date of
grant; provided, however, that the per-share exercise price shall not be less
than 100 percent of the Fair Market Value (as defined in Section 11 below) of
the Common Stock on the date the Stock Option is granted.

           (c) PAYMENT OF EXERCISE PRICE. The Stock Option exercise price may be
paid in cash or, in the discretion of the Committee, by the delivery of shares
of Common Stock then owned by the participant, by the withholding of shares of
Common Stock for which a Stock Option is exercisable, or by a combination of
these methods. In the discretion of the Committee, payment may also be made by
delivering a properly executed exercise notice to the Company together with a
copy of irrevocable instructions to a broker to deliver promptly to the Company
the amount of sale or loan proceeds to pay the exercise price. To facilitate the
foregoing, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms. The Committee may prescribe any other method of
paying the exercise price that it determines to be consistent with applicable
law and the purpose of the Plan, including, without limitation, in lieu of the
exercise of a Stock Option by delivery of shares of Common Stock then owned by a
participant, providing the Company with a notarized statement attesting to the
number of shares owned, where upon verification by the Company, the Company
would issue to the participant only the number of incremental shares to which
the participant is entitled upon exercise of the Stock Option. In determining
which methods a participant may utilize to pay the exercise price, the Committee
may consider such factors as it determines are appropriate; provided, however,
that with respect to Incentive Stock Options, all such discretionary
determinations by the Committee shall be made at the time of grant and specified
in the Stock Option agreement.

           (d) EXERCISE PERIOD. Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no Stock Option
shall be exercisable later than 10 years after the date it is granted. All Stock
Options shall terminate at such earlier times and upon such conditions or
circumstances as the Committee shall in its discretion set forth in such Stock
Option agreement on the date of grant.



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           (e) LIMITATIONS ON INCENTIVE STOCK OPTIONS. Incentive Stock Options
may be granted only to participants who are key employees of the Company or any
of its subsidiaries on the date of grant. The aggregate market value (determined
as of the time the Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options (under all option plans of the Company) are
exercisable for the first time by a participant during any calendar year shall
not exceed $100,000. For purposes of the preceding sentence, (i) Incentive Stock
Options shall be taken into account in the order in which they are granted and
(ii) Incentive Stock Options granted before 1987 shall not be taken into
account. Incentive Stock Options may not be granted to any participant who, at
the time of grant, owns stock possessing (after the application of the
attribution rules of Section 424(d) of the Code) more than 10 percent of the
total combined voting power of all outstanding classes of stock of the Company
or any of its subsidiaries, unless the option price is fixed at not less than
110 percent of the Fair Market Value of the Common Stock on the date of grant
and the exercise of such option is prohibited by its terms after the expiration
of 5 years from the date of grant of such option. In addition, no Incentive
Stock Option shall be issued to a participant in tandem with a Nonqualified
Stock Option.

           (f) SECTION 162(M) OF THE CODE. All Stock Options granted under this
Section 6, and the compensation attributable to such Stock Options, are intended
to (i) qualify as Performance-Based Awards (as described in Section 7 below) or
(ii) be exempt from the deduction limitation imposed by Section 162(m) of the
Code.

           7.         PERFORMANCE-BASED AWARDS.

           Certain Awards granted under the Plan may be granted in a manner such
that the Awards qualify for the performance-based compensation exemption of
Section 162(m) of the Code ("Performance-Based Awards"). Unless otherwise exempt
from the deduction limitation imposed by Section 162(m) of the Code, all Stock
Options granted under the Plan are intended to qualify as Performance-Based
Awards.

           8.         ADJUSTMENT PROVISIONS.

           If there shall be any change in the Common Stock, through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
reverse stock split, split up, spinoff, combination of shares, exchange of
shares, dividend in kind or other like change in capital structure or
distribution (other than normal cash dividends) to stockholders of the Company,
an adjustment shall be made to each outstanding Stock Option such that each such
Stock Option shall thereafter be exercisable for such securities, cash and/or
other property as would have been received in respect of the Common Stock
subject to such Stock Option had such Stock Option been exercised in full
immediately prior to such change or distribution, and such an adjustment shall
be made successively each time any such change shall occur. In addition, in the
event of any such change or distribution, in order to prevent dilution or
enlargement of participants' rights under the Plan, the Committee shall have the
authority to adjust, in an equitable manner, the number and kind of shares that
may be issued under the Plan, the number and kind of shares subject to
outstanding Awards, the exercise price applicable to outstanding Awards, and the
Fair Market Value of the Common Stock and other value determinations applicable
to outstanding Awards. Appropriate adjustments may also be made by the Committee
in the terms of any Awards under the Plan to reflect such changes or
distributions and to modify any other terms of outstanding Awards on an
equitable basis. In addition, other than with respect to Stock Options intended
to constitute Performance-Based Awards, the Committee is authorized to make
adjustments to the terms and conditions of, and the criteria included in, Awards
in recognition of unusual or nonrecurring events affecting the Company or the
financial statements of the Company, or in response to changes in applicable
laws, regulations, or accounting principles. Notwithstanding the foregoing, (i)
any adjustment with respect to an Incentive Stock Option shall comply with the
rules of Section 424(a) of the Code and (ii) in no event shall any adjustment be
made which would render any Incentive Stock Option granted hereunder other than
an incentive stock option for purposes of Section 422 of the Code.

           9.         TRANSFERABILITY.

           Each Award granted under the Plan to a participant shall not be
transferable otherwise than by will or the laws of descent and distribution, and
shall be exercisable, during the participant's lifetime, only by the
participant. In the event of the death of a participant, each Stock Option
theretofore granted to him or her shall be exercisable during such period after
his or her death as the Committee shall in its discretion set forth in the


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agreement granting such option or right on the date of grant and then only by
the executor or administrator of the estate of the deceased participant or the
person or persons to whom the deceased participant's rights under the Stock
Option shall pass by will or the laws of descent and distribution.

           10.        OTHER PROVISIONS.

           Awards granted under the Plan may also be subject to such other
provisions (whether or not applicable to the Award granted to any other
participant) as the Committee determines on the date of grant to be appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options (to be authorized, in the case of Incentive Stock Options,
at the time of grant), to assist the participant in financing the acquisition of
Common Stock (to be authorized, in the case of Incentive Stock Options, at the
time of grant), for the forfeiture of, or restrictions on resale or other
disposition of, Common Stock acquired under any form of Award, for the
acceleration of exercisability or vesting of Awards in the event of a change in
control of the Company, for the payment of the value of Awards to participants
in the event of a change in control of the Company, or to comply with federal
and state securities laws, or understandings or conditions as to the
participant's employment in addition to those specifically provided for under
the Plan.

           11.        FAIR MARKET VALUE.

           For purposes of this Plan and any Awards granted hereunder, Fair
Market Value shall be (i) the closing price of the Common Stock on the date of
calculation (or on the last preceding trading date if Common Stock was not
traded on such date) if the Common Stock is readily tradeable on a national
securities exchange or other market system or (ii) if the Common Stock is not
readily tradeable, the amount determined in good faith by the Board as the fair
market value of the Common Stock.

           12.        WITHHOLDING.

           All payments or distributions of Awards made pursuant to the Plan
shall be net of any amounts required to be withheld pursuant to applicable
federal, state and local tax withholding requirements. If the Company proposes
or is required to distribute Common Stock pursuant to the Plan, it may require
the recipient to remit to it or to the corporation that employs such recipient
an amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for such Common Stock. In lieu thereof, the Company
or the employing corporation shall have the right to withhold the amount of such
taxes from any other sums due or to become due from such corporation to the
recipient as the Committee shall prescribe. The Committee may, in its discretion
and subject to such rules as it may adopt (including any as may be required to
satisfy applicable tax and/or non-tax regulatory requirements), permit an
optionee or award or right holder to pay all or a portion of the federal, state
and local withholding taxes arising in connection with any Award consisting of
shares of Common Stock by electing to have the Company withhold shares of Common
Stock having a Fair Market Value equal to the amount of tax to be withheld, such
tax calculated at rates required by statute or regulation.

           13.        TENURE.

           A participant's right, if any, to continue to serve the Company as a
director, officer, employee, or otherwise, shall not be enlarged or otherwise
affected by his or her designation as a participant under the Plan.

           14.        UNFUNDED PLAN.

           Participants shall have no right, title, or interest whatsoever in or
to any investments which the Company may make to aid it in meeting its
obligations under the Plan. Nothing contained in the Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Company and any participant,
beneficiary, legal representative or any other person. To the extent that any
person acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of an unsecured general creditor
of the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts except as


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expressly set forth in the Plan. The Plan is not intended to be subject to the
Employee Retirement Income Security Act of 1974, as amended.

           15.        NO FRACTIONAL SHARES.

           No fractional shares of Common Stock shall be issued or delivered
pursuant to the Plan or any Award. The Committee shall determine whether cash,
or Awards, or other property shall be issued or paid in lieu of fractional
shares or whether such fractional shares or any rights thereto shall be
forfeited or otherwise eliminated.

           16.        DURATION, AMENDMENT AND TERMINATION.

           No Award shall be granted more than 10 years after the Effective Date
(as defined below); provided, however, that the terms and conditions applicable
to any Award granted prior to such date may thereafter be amended or modified by
mutual agreement between the Company and the participant or such other persons
as may then have an interest therein. Also, by mutual agreement between the
Company and a participant hereunder, under this Plan or under any other present
or future plan of the Company, Awards may be granted to such participant in
substitution and exchange for, and in cancellation of, any Awards previously
granted such participant under this Plan, or any other present or future plan of
the Company. The Board may amend the Plan from time to time or suspend or
terminate the Plan at any time; provided, however, that no action authorized by
this Section 16 shall reduce the amount of any existing Award or change the
terms and conditions thereof without the participant's consent. No amendment of
the Plan shall, without approval of the stockholders of the Company, (i)
increase the total number of shares which may be issued under the Plan, (ii)
increase the maximum number of shares with respect to Stock Options that may be
granted to any individual under the Plan, (iii) modify the requirements as to
eligibility for Awards under the Plan, or (iv) disqualify any Incentive Stock
Options granted hereunder.

           17. GOVERNING LAW.

           This Plan, Awards granted hereunder and actions taken in connection
herewith shall be governed and construed in accordance with the laws of the
State of Delaware (regardless of the law that might otherwise govern under
applicable Delaware principles of conflict of laws).

           18. EFFECTIVE DATE.

           (a) The Plan shall be effective as of the date on which the Plan is
adopted by the Board (the "Effective Date"); provided, however, that the Plan is
approved by the stockholders of the Company at an annual meeting or any special
meeting of stockholders of the Company within 12 months before or after the
Effective Date, and such approval of stockholders shall be a condition to the
right of each participant to receive Awards hereunder. The Committee shall not
grant any Awards under the Plan until the date the stockholders approve the
Plan.

           (b) This Plan shall terminate on the tenth anniversary of the
Effective Date (unless sooner terminated by the Board).


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