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                                                                    EXHIBIT 10.2
                              MENLEY & JAMES, INC.
                              AMENDED AND RESTATED
                             1991 STOCK OPTION PLAN

                            -------------------------

                         (as amended September 9, 1998)
                            -------------------------


                                   ARTICLE I.
                                     Purpose

         The Menley & James, Inc. Amended and Restated 1991 Stock Option Plan
(the"Plan") is intended as an incentive to improve the performance, encourage
the continued employment, and increase the proprietary interest of certain
directors, officers and employees of Menley & James, Inc. (the "Company") and
its Subsidiaries who shall participate in the Plan. The Plan is designed to
grant such directors, officers and employees the opportunity to share in the
Company's long-term success through stock ownership and to afford them the
opportunity for additional compensation related to the value of the Company's
stock.

         The word "Company", when used in the Plan with reference to employment,
shall include Subsidiaries of the Company. The word "Subsidiary", when used in
the Plan, shall mean any subsidiary corporation of the Company within the
meaning of Section 424(f) of the Internal Revenue Code of 1986, as amended(the
"Code").

         It is intended that certain options granted under the Plan and
designated as incentive stock options in the option agreements qualify as
"incentive stock options" under Section 422 of the Code.

         For purposes of the Plan, the term "Effective Date" shall mean April
10, 1998.

                                   ARTICLE II.
                                 Administration

         The Plan shall be administered by a committee (the "Committee")
appointed by the Board of Directors of the Company (the "Board") from among its
members and shall consist of not less than two members thereof.

         Subject to the provisions of the Plan, the Committee shall have sole
authority, in its absolute discretion: (a) to determine, subject to approval of
the Board as provided in ARTICLE IV, which of the eligible Participants (as
hereinafter defined) shall be granted options; (b) to authorize the granting of
both incentive stock options and non-qualified stock options; (c) to determine
the times when options shall be granted and the number of shares to be subject
to options; (d) to determine the option price of the shares subject to each
option, which price shall be not less than the minimum specified in ARTICLE V;
(e) to determine the time or times when each option becomes exercisable, the
duration of the exercise period and any other restrictions on the exercise of
options issued hereunder; (f) to prescribe the form or forms of the option
agreements under the Plan (which forms shall be consistent with the terms of the
Plan but need not be identical and may contain such terms as the Committee may
deem appropriate to carry out the purposes of the Plan); (g) to determine the
nature of any rights and restrictions to be imposed on shares subject to options
issued hereunder; (h) to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan; (i) to
construe and interpret the Plan, the option agreements


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under the Plan and the rules and regulations adopted from time to time, if any;
and (j) to make all other determinations deemed necessary or advisable for the
administration of the Plan. All decisions, determinations and interpretations of
the Committee shall be final and binding on all optionees.

                                  ARTICLE III.
                                      Stock

         The stock to be subject to options granted under the Plan shall be
shares of authorized but unissued common stock, par value $0.01 (the "Stock"),
of the company, or previously issued shares of such Stock reacquired by the
Company and held in its treasury, as determined by the Board. Under the Plan,
the total number of shares of Stock which may be purchased pursuant to options
granted hereunder shall not exceed, in the aggregate, 680,000 shares, excepts
such number of shares shall be adjusted in accordance with the provisions of
ARTICLE X hereof. In addition, the maximum number of shares of Stock as to which
options may be granted to any individual during any fiscal year of the company
shall not exceed 100,000.

         Each option granted under the Plan shall be evidenced by an option
agreement between the Company and the optionee containing such provisions as may
be determined by the Committee, but shall be subject to the following terms and
conditions:

         (a) Each share of Stock purchased through the exercise of an option
shall be paid for in full at the time of the exercise; and

         (b) Each option shall become exercisable by the optionee in accordance
with any vesting schedule established by the Committee pursuant to ARTICLE VI of
the Plan.

         The number of shares of Stock available for grant of options under the
Plan shall be decreased by the sum of the number of shares with respect to which
options have been issued and are then outstanding and the number of shares
issued upon exercise of options. In the event that any outstanding option for
any reason expires, lapses, or is canceled prior to the end of the period during
which options may be granted, the shares of Stock called for bathe unexercised
portion of such option may again be subject to an option undertoe Plan.

                                   ARTICLE IV.
                           Eligibility of Participants

         Subject to ARTICLE VII, directors, officers and employees of the
Company who have been selected by the Committee and approved by the Board as
participants (collectively referred to as "Participants" and individually as
a"Participant") shall be eligible to receive grants of options under the Plan;
provided, however, that notwithstanding any other provision of the Plan to the
contrary, no director of the Company other than directors who are employees of
the Company shall be eligible to receive incentive stock options. Participation
in the Plan shall be limited to eligible Participants who have entered into
option agreements with the Company. No Participant, however, shall at any time
have a right to be selected for participation in the Plan.

                                   ARTICLE V.
                                  Option Price

         The option price of each option granted under the Plan shall be
determined by the Committee; provided, however, that in the case of each
incentive stock option granted under the Plan, the option price

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shall not be less than the fair market value at the time the option is granted.
In no event shall the option price of any option be less than the par value per
share of Stock on the date an option is granted.

         At any time when the Stock is quoted on the National Association of
securities Dealers Automated Quotation System ("NASDAQ"), the fair market value
shall be deemed to be the mean between the last quoted bid and asked prices on
NASDAQ on the date immediately preceding the date on which the option is
granted, or, if not quoted on that day, then on the last preceding date on which
such stock is quoted. If the Stock is listed on one or more national securities
exchanges, the fair market value shall be deemed to be the mean between the
highest and lowest sale prices reported on the principal national securities
exchange on which such stock is listed and traded on the date immediately
preceding the date on which the option is granted, or, if there is no such sale
on that date, then on the last preceding date on which such a sale was reported.
If the Stock is not quoted on NASDAQ or listed on an exchange, or representative
quotes are not otherwise available, the fair market value of the Stock shall
mean the amount determined by the Committee tone the fair market value based
upon a good faith attempt to value the Stock accurately and computed in
accordance with applicable regulations of the Internal Revenue Service.

                                   ARTICLE VI.
                         Terms and Conditions of Options

         Options granted under the Plan shall vest and become exercisable in
such installments as the Committee shall determine at the time of grant. Options
may be exercisable in whole or in part and if an option is exercisable in part,
the portion thereof which is exercisable and not exercised shall remain
exercisable.

         Any other provision of the Plan notwithstanding and subject to ARTICLE
VII, no option shall be granted after the date which is ten years from the
Effective Date (the "Termination Date") nor shall any option, if granted, be
exercised after the date which is ten years after the option is granted.

         Options granted hereunder may provide that, if an optionee ceases to be
employed by the Company for any reason other than for cause, the option will
remain exercisable by the optionee (or, in the case of the optionee's death, by
the person(s) to whom optionee's rights under the option pass by will or by
applicable laws of descent and distribution) for a period not extending beyond
one year after the date of cessation of employment, to the extent that such
option was exercisable at the time of cessation of employment; provided,
however, that the foregoing will not extend the period during which an option is
exercisable beyond the latest date that such option could otherwise have been
exercised had the optionee remained employed by the Company. Options granted
hereunder may provide that if prior to the Termination Date an optionee shall
cease to be employed by the Company by reason of termination of employment by
the Company for cause, or by voluntary termination at a time when the Company is
entitled to terminate such optionee's employment for cause, the option shall
terminate immediately. For purposes of the Plan, the Company shall have "cause"
to terminate an optionee's employment hereunder upon (i) the commission by the
optionee of a proven act of fraud or embezzlement against the Company,(ii) the
engaging by the optionee in willful misconduct or gross negligence which is
demonstrably and materially injurious to the Company, monetarily or otherwise,
(iii) failure of the optionee to render services to the Company in accordance
with such optionee's duties as an employee of the Company or (iv)the optionee
being convicted of a misdemeanor involving an act of moral turpitude or a
felony.

         For purposes of the Plan, in the case of a Participant who is a
director, references to employment herein shall be deemed to refer to such
director's service to the Company in such capacity.


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         Notwithstanding the foregoing, stock options granted hereunder shall
provide that no option shall be exercisable after the optionee's cessation of
employment with the Company if at the time of exercise the By-Laws of the
company limit the ownership of common stock of the Company to selected persons,
including employees of the Company.

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                                  ARTICLE VII.
          Special Provisions Applicable Only to Incentive Stock Options

         To the extent the aggregate fair market value (determined at the time
the option is granted) of the Stock with respect to which incentive stock
Options may be exercisable for the first time by an optionee during any calendar
year (under this Plan and any other stock option plan of the Company and any
parent or subsidiary thereof) exceeds $100,000, such incentive stock options
shall be treated as options which are non-qualified stock options.

         No incentive stock option may be granted to an individual who, at the
time the option is granted, owns directly, or indirectly within the meaning of
section 425(d) of the Code, stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary thereof, unless such option (i) has an option price of at least 110%
of the fair market value of the Stock on the date of the grant of such option;
and (ii) such option by its terms cannot be exercised more than five years after
the date it is granted.

         Each optionee who receives an incentive stock option must agree to
notify the Company in writing immediately after the optionee makes a
disqualifying disposition of any Stock acquired pursuant to the exercise of an
incentive stock option. A disqualifying disposition is any disposition
(including any sale) of such Stock before the later of (a) two years after the
date the optionee was granted the incentive stock option or (b) one year after
the date the optionee acquired Stock by exercising the incentive stock option.

                                  ARTICLE VIII.
                               Payment for Shares

         Payment for shares of Stock acquired pursuant to an option granted
hereunder shall be made in full, upon exercise of the option, in immediately
available funds in United States dollars, by certified or bank cashier's check.
Payment in full shall include payment of any amounts required under paragraph
(b) of Article XIX. Payment may also be made by such other lawful means as may
be prescribed by the Committee in its discretion.

                                   ARTICLE IX.
                 Non-Transferability of Option Rights and Stock

         During the lifetime of the optionee, the option shall be exercisable
only by the optionee. No option shall be transferable, except by will or the
laws of descent and distribution.

                                   ARTICLE X.
                  Adjustment for Recapitalization, Merger, Etc.

         The aggregate number of shares of Stock which may be purchased or
acquired pursuant to options granted hereunder, the aggregate number of shares
as to which options may be granted to any individual during any fiscal year, the
number of shares of Stock covered by each outstanding option and the price per
share thereof in each such option shall be appropriately adjusted for any
increase or decrease in the number of outstanding shares of Stock resulting from
a stock split or other subdivision or consolidation of shares of Stock or for
other capital adjustments or payments of stock dividends or distributions or
other increases or decreases in the outstanding shares of Stock effected without
receipt of consideration by the Company. Any adjustment shall be conclusively
determined by the Committee.

         If the Company shall be the surviving corporation in any merger or
reorganization or other business combination, any option granted hereunder shall
cover the securities or other property to which a

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holder of the number of shares of Stock covered by the unexercised portion of
the option would have been entitled pursuant to the terms of the merger.

         Stock option agreements under the Plan may, at the discretion of the
Committee, provide that upon stockholder approval of a merger, reorganization or
other business combination, whether or not the Company is the surviving
corporation, or a sale of all or substantially all of the Company's assets, all
unmatured installments of the options shall vest and become immediately
exercisable in full.

         The foregoing adjustments and the manner of application of the
foregoing provisions, including the issuance of any substitute options, shall be
determined by the Committee in its sole discretion. Any such adjustment may
provide for the elimination of any fractional share which might otherwise become
subject to an option.

                                   ARTICLE XI.
                        No Obligation to Exercise Option

         Granting of an option shall impose no obligation on the recipient to
exercise such option.


                                  ARTICLE XII.
                                 Use of Proceeds

         The proceeds received from the sale of Stock pursuant to the Plan shall
be used for general corporate purposes.

                                  ARTICLE XIII.
                             Rights as a Stockholder

         An optionee shall have no rights as a stockholder with respect to any
share covered by his option until such person shall have become the holder of
record of such share, and such person shall not be entitled to any dividends or
distributions or other rights in respect of such share for which the record date
is prior to the date on which such person shall have become the holder of record
thereof, except as otherwise provided in ARTICLE X.

                                  ARTICLE XIV.
                                Employment Rights

         No provision in the Plan or in any option granted hereunder shall
confer on any optionee any right to continue in the employ of the Company, or to
interfere in any way with the right of the Company to terminate the optionee's
employment at any time.

                                   ARTICLE XV.
                               Compliance with Law

         The Company is relieved from any liability for the non-issuance or
non-transfer or any delay in the issuance or transfer of any shares of Stock
subject to options under the Plan which results from the inability of the
Company to obtain, or from any delay in obtaining, from any regulatory body
having jurisdiction or authority, any requisite approval to issue or transfer
any such shares if counsel for the Company deems such approval necessary for
lawful issuance or transfer thereof.


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         Each option granted under the Plan is subject to the requirement that
if at any time the Board determines, in its discretion, that the listing,
registration or qualification of shares of Stock issuable upon exercise of
options is required by any securities exchange or under any state or Federal
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 grant of
options or the issuance of shares of Stock, no shares of Stock shall be issued,
in whole or in part, unless such listing, registration, qualification, consent
or approval has been effected or obtained free of any conditions or with such
conditions as are acceptable to the Board.

                                  ARTICLE XVI.
                             Cancellation of Options

         The Committee, in its discretion, may, with the consent of any
optionee, cancel any outstanding option hereunder.

                                  ARTICLE XVII.
                     Effective Date; Expiration Date of Plan

         The Plan (as amended and restated) shall become effective upon April
10, 1998, the date of adoption of the Plan by the Board, subject to approval by
the shareholders of the Company at its annual meeting to be held on May 21,
1998. The expiration date of the Plan, after which no option may be granted
hereunder, shall be April 10, 2008.

                                 ARTICLE XVIII.
                       Amendment or Discontinuance of Plan

         The Board may terminate, amend or modify the Plan in its sole
discretion at any time or from time to time after the Effective Date.
Notwithstanding the preceding provisions of this ARTICLE XVIII, no such action
shall, without shareholder approval, increase the number of shares as to which
options may be granted or change the class of employees eligible to receive
options under the new Plan.

                                  ARTICLE XIX.
                                  Miscellaneous

         (a) Options shall be evidenced by option agreements (which need not be
identical) in such forms as the Committee may from time to time approve. Such
agreements shall conform to the terms and conditions of the Plan and may provide
that the grant of any option under the Plan and Stock acquired pursuant to the
Plan shall also be subject to such other conditions (whether or not applicable
to the option or Stock received by any other optionee) as the Committee
determines appropriate, including, without limitation, provisions to assist the
optionee in financing the purchase of Stock through the exercise of options,
provisions for the forfeiture of, or restrictions on, resale or other
disposition of shares under the Plan, provisions giving the Company the right to
repurchase shares acquired under the Plan in the event the participant elects to
dispose of such shares, and provisions to comply with Federal and state
securities laws and Federal and state income tax withholding requirements.

         (b) The Company may, in its discretion, require that an optionee pay to
the Company, at the time of exercise, such amount as the Company deems necessary
to satisfy its obligations to withhold Federal, state, or local income or other
taxes incurred by reason of the exercise or the transfer of shares thereupon.

         (c) Each optionee shall file with the Committee a written designation
of one or more persons as beneficiary, who shall be entitled to exercise options
which are exercisable, if any, or to receive shares of Stock distributable, if
any, under the Plan upon the optionee's death. An optionee may, from time to
time,

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revoke or change his beneficiary designation without the consent of any prior
beneficiary by filing a new designation with the Committee. The last such
designation received by the Committee shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless
received by the Committee prior to the optionee's death, and in no event shall
it be effective as of a date prior to such receipt.

         (d) If the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because of illness or
accident, or is a minor, or has died, then any payment due to such person or his
estate (unless a prior claim therefor has been made by a duly appointed legal
representative), may, if the Committee so directs the company, be paid to his
spouse, child, relative, an institution maintaining or having custody of such
person, or any other person deemed by the Committee tone a proper recipient on
behalf of such person otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the Company therefor.

         (e) No member of the Committee shall be personally liable by reason of
any contract or other instrument executed by such member or on his behalf in his
capacity as a member of the Committee nor for any mistake of judgment made in
good faith, and the Company shall indemnify and hold harmless each member of the
Committee and each other employee, officer or director of the Company to whom
any duty or power relating to the administration or interpretation of the Plan
may be allocated or delegated, against any cost or expense (including counsel
fees) or liability (including any sum paid in settlement of a claim) arising out
of any act or omission to act in connection with the Plan unless arising out of
such person's own fraud or bad faith; provided, however, that approval of the
Board shall be required for the payment of any amount in settlement of a claim
against any such person. The foregoing right of indemnification shall not be
exclusive of any other rights of indemnification to which such persons may be
entitled under the Company's Certificate of Incorporation or By-Laws, as a
matter of law, or otherwise, or any power that the Company may have to indemnify
them or hold them harmless.

         (f) The Plan shall be governed by and construed in accordance with the
internal laws of the State of Delaware without reference to the principles of
conflicts of law thereof.

         (g) No provision of the Plan shall require the Company, for the purpose
of satisfying any obligations under the Plan, to purchase assets or place any
assets in a trust or other entity to which contributions are made or otherwise
to segregate any assets, nor shall the Company maintain separate bank accounts,
books, records or other evidence of the existence of a segregated or separately
maintained or administered fund for such purposes. Optionees shall have no
rights under the Plan other than as unsecured general creditors of the company,
except that insofar as they may have become entitled to payment of additional
compensation by performance of services, they shall have the same rights as
other employees under general law.

         (h) Each member of the Committee and each member of the Board shall be
fully justified in relying, acting or failing to act, and shall not be liable
for having so relied, acted or failed to act in good faith, upon any report made
by the independent public accountant of the Company and upon any other
information furnished in connection with the Plan by any person or persons other
than such member.

         (i) Except as otherwise specifically provided in the relevant plan
document, no payment under the Plan shall be taken into account in determining
any benefits under any pension, retirement, profit-sharing, group insurance or
other benefit plan of the Company.

         (j) The expenses of administering the Plan shall be borne by the
company.

         (k) Masculine pronouns and other words of masculine gender shall refer
to both men and women.

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