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                                                                    EXHIBIT 10.2

                          THE PETERSEN COMPANIES, INC.
                     EMPLOYEE STOCK DISCOUNT PURCHASE PLAN
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ARTICLE I - PURPOSE

1.01 Purpose.

     The Petersen Companies, Inc. Employee Stock Discount Purchase Plan (the
     "Plan") is intended to provide employees of The Petersen Companies, Inc.
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     and its Subsidiary Corporations (hereinafter collectively referred to,
     unless the context otherwise requires, as the "Company") an opportunity to
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     acquire a proprietary interest in the Company through the purchase of
     shares of the Class A Common Stock of the Company.  It is the intention of
     the Company to have the Plan qualify as an "employee stock purchase plan"
     under (S)423 of the Internal Revenue Code of 1986, as amended (the "Code").
                                                                         ---- 
     The provisions of the Plan shall be construed so as to extend and limit
     participation in a manner consistent with the requirements of that section
     of the Code.


ARTICLE II - DEFINITIONS

2.01 Base Pay.

     "Base Pay" shall mean regular straight-time earnings excluding payments for
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     overtime, shift premium, bonuses and other special payments.

2.02 Committee.

     "Committee" shall mean the individuals described in Article XI.
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2.03 Employee.

     "Employee" means any person who is employed on a full-time or part-time
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     basis by the Company and is regularly scheduled to work more than 20 hours
     per week and more than five months in any calendar year.

2.04 Subsidiary Corporation.

     "Subsidiary Corporation" shall mean any present or future corporation which
      ----------------------                                                    
     (i) would be a "subsidiary corporation" of The Petersen Companies, Inc. as
     that term is defined in (S)424 of the Code and (ii) is designated as a
     participant in the Plan by the Committee.
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ARTICLE III - ELIGIBILITY AND PARTICIPATION

3.01 Initial Eligibility.

     Any employee, who shall have completed one hundred eighty (180) days
     employment and shall be employed by the Company on the date the employee's
     participation in the Plan is to become effective, shall be eligible to
     participate in offerings under the Plan which commence on or after such one
     hundred eighty (180) day period has concluded.

3.02 Leave of absence.

     For purposes of determining initial eligibility for participation in the
     Plan, an employee on leave of absence shall be deemed to continue to be an
     employee under the Plan for the first (lst) ninety (90) days of such leave
     of absence.  Such person's initial eligibility to participate in the Plan
     shall terminate at the close of business on the ninetieth (90th) day of
     such leave of absence unless such person shall have returned to regular
     full-time or part-time employment (as the case may be) prior to the close
     of business on such ninetieth (90th) day. Termination by the Company of any
     employee's leave of absence, other than termination of such leave of
     absence on return to full-time or part-time employment, shall terminate an
     employee's eligibility to participate in the plan for all purposes of the
     Plan and shall terminate such employee's participation in the Plan, and/or
     night to exercise any option under the Plan.  Any such employee may
     reestablish eligibility only by meeting the requirements of (S)3.01 and/or
     (S)3.02.

3.03 Restrictions on Participation.

     Notwithstanding any provisions of the Plan to the contrary, no employee
     shall be granted an option to participate in the Plan or any Offering under
     the Plan

     (a)  if, immediately after the grant, such employee would own stock, and/or
          hold outstanding options to purchase stock, possessing five percent
          (5%) or more of the total combined voting power or value of all
          classes of stock of the Company (for purposes of this paragraph, the
          rules of (S)424(d) of the Code shall apply in determining stock
          ownership of any employee); or

     (b)  which permits such employee's rights to purchase stock under all
          employee stock purchase plans of the Company to accrue at a rate which
          exceeds $25,000 in fair market value of the stock (determined at the
          time such option is granted) for each calendar year in which such
          option is outstanding.

3.04 Commencement of Participation.

     An eligible employee may become a participant by completing an
     authorization of a payroll deduction on the form provided by the Company
     and filing it with the Human Resources office of the Company on or before
     the date set therefor by the Committee, which date shall 

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     be prior to the Offering Commencement Date for the Offering (as such terms
     are defined below). Payroll deductions for a participant shall commence on
     the applicable Offering Commencement Date when his authorization for a
     payroll deduction becomes effective and shall end on the Offering
     Termination Date of the Offering to which such authorization is applicable
     unless sooner terminated by the participant as provided in Article VIII.


ARTICLE IV - OFFERINGS

4.01 Annual Offerings.

     The Plan will be implemented by four (4) annual offerings of the Company's
     Class A Common Stock (the "Offerings").  The Offerings shall begin on the
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     first (1st) day of January in each of the years 1998, 1999, 2000 and 2001,
     and shall terminate on December 31 of such year.  In the discretion of the
     Committee, exercised prior to the commencement thereof, each annual
     Offering may be divided into four (4) three-month Offerings commencing on
     January 1, April 1, July 1 and October 1 of such year and terminating on
     March 31, June 30, September 30 and December 31 of such year.  The maximum
     number of shares issued in the respective years shall be:

     .    From January 1, 1998 to December 31, 1998:  22,640 shares.
     .    From January 1, 1999 to December 31, 1999:  22,639 shares plus
          unissued shares from the prior Offerings, whether offered or not.
     .    From January 1, 2000 to December 31, 2000:  22,639 shares plus
          unissued shares from the prior Offerings, whether offered or not.
     .    From January 1, 2001 to December 31, 2001: 22,639 shares plus unissued
          shares from the prior Offerings, whether offered or not.

If a three-month Offering is made, the maximum number of shares which may be
issued shall be one-quarter ( 1/4) of the number of shares set forth for the
annual period in which the three-month offering falls, plus, if the Offering is
an April 1 to June 30, July 1 to September 30 or October 1 to December 31
offering, the number of unissued shares, whether offered or not, from the
immediately preceding three-month Offering.  As used in the Plan, "Offering
                                                                   --------
Commencement Date" means January 1, April 1, July 1 or October 1, as the case
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may be, on which the particular Offering begins, and "Offering Termination Date"
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means the March 31, June 30, September 30 or December 31, as the case may be, on
which the particular Offering terminates.


ARTICLE V - PAYROLL DEDUCTIONS

5.01 Amount of Deduction.

     At the time a participant files an authorization for payroll deduction, he
     shall elect to have deductions made from his pay on each payday during the
     time he is a participant in an Offering at a percentage of his base pay in
     effect at the Offering Commencement Date of 

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     such Offering specified in such authorization. In the case of a part-time
     hourly employee, such employee's base pay during an Offering shall be
     determined by multiplying such employee's hourly rate of pay in effect on
     the Offering Commencement Date by the number of regularly scheduled hours
     of work for such employee during such Offering.

5.02 Participant's Account.

     All payroll deductions made for a participant shall be credited to the
     participant's account under the Plan.  A participant may not make any
     separate cash payment into such account except when on leave of absence and
     then only as provided in (S)5.04.

5.03 Changes in Payroll Deductions.

     A participant may discontinue his participation in the Plan as provided in
     Article VIII, but no other change may be made during an Offering and,
     specifically, a participant may not, after the Offering Commencement Date
     for an Offering, alter the amount of the participant's payroll deductions
     for that Offering.

5.04 Leave of Absence.

     If a participant goes on a leave of absence, such participant shall elect:

     (a)  to withdraw, pursuant to (S)7.02., the balance in the participant's
          account under the Plan;

     (b)  to delay commencement of or, if applicable, to discontinue,
          contributions to the Plan but remain a participant in the Plan; or

     (c)  if payments will be made to the participant by the Company during such
          leave of absence, remain a participant in the Plan during such leave
          of absence, authorizing deductions to be made from such payments by
          the Company and undertaking to make cash payment to the Plan at the
          end of each payroll period to the extent that amounts payable by the
          Company to such participant are insufficient to meet participant's
          authorized Plan deductions.


ARTICLE VI - GRANTING OF OPTION

6.01 Number of Option Shares.

     On the Commencement Date of each Offering, a participating employee shall
     be deemed to have been granted an option to purchase a maximum number of
     shares of the Class A Common Stock of the Company equal to an amount
     determined as follows:

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         (i)   that percentage of the employee's base pay which the employee has
               elected to have withheld (but not in any case in excess of ten
               percent (10%) ), multiplied by
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         (ii)  the employee's base pay during the period of the Offering,
               divided by
               ----------

         (iii) eighty-five percent (85%) of the market value of the stock
               of the Company on the applicable Offering Commencement Date.

     The market value of the Company's Class A Common Stock shall be determined
     as provided in paragraphs (a) and (b) of (S)6.02. below.  If an employee is
     paid hourly, such employee's base pay during the period of an Offering
     shall be determined by multiplying such employee's hourly rate (as in
     effect on the last day prior to the Commencement Date of the particular
     Offering) by two thousand eighty (2,080) or, in the case of a three-month
     Offering, by five hundred twenty (520), as the case may be, plus any
     commission paid by the Company to such employee during the period of the
     Offering, provided that any commission paid may be applied to only one
     Offering, and provided further that, in the case of a part-time, hourly
     employee, the employee's base pay during the period of an offering shall be
     determined by multiplying such employee's hourly rate by the number of
     regularly scheduled hours of work for such employee during such Offering.
     If an employee is a salaried employee, such employee's base pay during the
     period of an Offering shall be such employee's annual salary (as in effect
     on the last day prior to the Commencement Date of the particular Offering)
     or, in the case of a three-month Offering, such employee's annual salary
     divided by four (4), in each case plus any commission paid by the Company
     to such employee during the period of the Offering, provided that any
     commission paid may be applied to only one Offering.

6.02 Option Price.

     The option price of stock purchased with payroll deductions made during
     such annual offering for a participant therein shall be the lower of:

     (a)  eighty-five percent (85%) of the opening price per share of the
          Company's Class A Common Stock on the Offering Commencement Date or
          the nearest prior business day on which trading occurred on the New
          York Stock Exchange or any other national trading market for such
          stock of the Company if such stock is not then trading on the New York
          Stock Exchange; or

     (b)  eighty-five percent (85%) of the closing price per share of the
          Company's Class A Common Stock on the Offering Termination Date or the
          nearest prior business day on which trading occurred on the New York
          Stock Exchange or any other national trading market if such stock is
          not then trading on the New York Stock Exchange.

     If the Class A Common Stock of the Company is not admitted to trading on
     any of the aforesaid dates for which closing prices of the stock are to be
     determined, then reference 

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     shall be made to the fair market value of the stock on that date, as
     determined on such basis as shall be established or specified for the
     purpose by the Committee.


ARTICLE VII - EXERCISE OF OPTION

7.01 Automatic Exercise.

     Unless a participant gives written notice to the Company as hereinafter
     provided, the participant's option for the purchase of stock with payroll
     deductions made during any Offering will be deemed to have been exercised
     automatically on the Offering Termination Date applicable to such Offering,
     for the purchase of the number of full shares of the Company's Class A
     Common Stock which the accumulated payroll deductions in the participant's
     account at that time will purchase at the applicable option price (but not
     in excess of the number of shares for which options have been granted to
     the employee pursuant to (S)6.01.), and any excess in the participant's
     account at that time will be returned to the participant.

7.02 Withdrawal of Account.

     By written notice to the Treasurer of the Company, at any time prior to the
     Offering Termination Date applicable to any Offering, a participant may
     elect to withdraw all of the accumulated payroll deductions in his or her
     account under the Plan at such time.  In such event, the employee will not
     be entitled to participate in such Offering.

7.03 Fractional Shares.

     Fractional shares will not be issued under the Plan, and any accumulated
     payroll deductions which would have been used to purchase fractional shares
     will be returned to any participant promptly following the termination of
     an Offering, without interest.

7.04 Transferability of Option.

     During a participant's lifetime, options held by such participant shall be
     exercisable only by that participant.

7.05 Delivery of Stock.

     As promptly as practical, after the Offering Termination Date of each
     Offering, the Company will deliver to each participant, as appropriate, the
     stock purchased upon exercise of the participant's option.

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ARTICLE VII - WITHDRAWAL

8.01 In General.

     As indicated in (S)7.02., a participant may withdraw payroll deductions
     credited to the participant's account under the Plan at any time prior to
     the Offering Termination Date by giving written notice to the Treasurer of
     the Company.  All of the participant's payroll deductions credited to
     his/her account will be paid to the participant promptly after receipt of
     participant's notice of withdrawal, and no further payroll deductions will
     be made from the participant's pay during such Offering.

8.02 Effect on Subsequent Participation.

     A participant's withdrawal from any Offering will not have any effect upon
     the participant's eligibility to participate in any succeeding Offering or
     in any similar plan which may hereafter be adopted by the Company.

8.03 Termination of Employment

     Upon termination of the participant's employment for any reason, including
     retirement (but excluding death while in the employ of the Company or
     continuation of a leave of absence for a period beyond ninety (90) days),
     the participant's option to purchase stock pursuant to the Plan will
     automatically terminate and the payroll deductions credited to the
     participant's account under the Plan will be returned to the participant
     or, in the case of the participant's death subsequent to the termination of
     the participant's employment, to the person or persons entitled thereto
     under (S)12.01.

8.04 Termination of Employment Due to Death.

     Upon termination of the participant's employment because of the
     participant's death, the participant's beneficiary (as defined in
     (S)12.01.) shall have the right to elect, by written notice given to the
     Treasurer of the Company prior to the earlier of the Offering Termination
     Date or the expiration of a period of sixty (60) days commencing with the
     date of the death of the participant, either:

     (a)  to withdraw all of the payroll deductions credited to the
          participant's account under the Plan, or

     (b)  to exercise the participant's option for the purchase of stock on the
          Offering Termination Date next following the date of the participant's
          death for the purchase of the number of full shares of stock which the
          accumulated payroll deductions in the participant's account at the
          date of the participant's death will purchase at the applicable option
          price, and any excess in such account will be returned to said
          beneficiary, without interest.

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In the event that no such written notice of election shall be duly received by
the office of the Treasurer of the Company, the beneficiary shall automatically
be deemed to have elected, pursuant to paragraph 8.04.(b), not to exercise the
participant's option.

8.05 Leave of Absence.

     A participant on leave of absence shall, subject to the election made by
     such participant pursuant to (S)5.04., continue to be a participant in the
     Plan so long as such participant is on continuous leave of absence;
     provided, however, that a participant who has been on leave of absence for
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     more than ninety (90) days shall not be entitled to participate in any
     Offering commencing after the ninetieth (90th) day of such leave of
     absence.  Notwithstanding the above or any other provisions of the Plan,
     unless a participant on leave of absence returns to regular full-time or
     part-time employment with the Company at the earlier of (a) the termination
     of such leave of absence or (b) three (3) months from the ninetieth (90)
     day of such leave of absence, such participant's participation in the Plan
     shall terminate on whichever of such dates first occurs.


ARTICLE IX - STOCK

9.01 Maximum Shares.

     The maximum number of shares which shall be issued under the Plan, subject
     to adjustment upon changes in capitalization of the Company as provided in
     (S)12.04, shall be 22,640 shares in the first annual Offering and 22,639
     shares in each subsequent annual Offering, (5,660 shares in each three-
     month Offering), plus, in each Offering all unissued shares from prior
     Offerings whether offered or not, not to exceed 90,557 shares for all
     Offerings.  If the total number of shares for which options are exercised
     on any Offering Termination Date in accordance with Article VI exceeds the
     maximum number of shares for the applicable offering, the Company shall
     make a pro rata allocation of the shares available for delivery and
     distribution in as nearly a uniform manner as shall be practicable and as
     it shall determine to be equitable, and the balance of payroll deductions
     credited to the account of each participant under the Plan shall be
     returned to such participant as promptly as possible.

9.02 Participant's Interest in Option Stock.

     No participant will have any interest in stock covered by such
     participant's option until such option has been exercised.

9.03 Registration of Stock.

     Stock to be delivered to a participant under the Plan will be registered in
     the name of the participant or, if the participant so directs by written
     notice to the Treasurer of the Company prior to the Offering Termination
     Date applicable thereto, in the names of the participant and 

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      one (1) such other person as may be designated by the participant, as
      joint tenants with rights of survivorship or as tenants by the entireties,
      to the extent permitted by applicable law.

9.04  Restrictions on Exercise.

      The Board of Directors or the Committee may, in its discretion, require as
      conditions to the exercise of any option that the shares of Class A Common
      Stock reserved for issuance upon the exercise of such option shall have
      been duly listed, upon official notice of issuance, upon a stock exchange,
      and that a Registration Statement under the Securities Act of 1933, as
      amended, with respect to said shares shall be effective.


ARTICLE X - ADMINISTRATION

10.01 Appointment of Committee.

      The Board of Directors may appoint a committee (the "Committee") to
      administer the Plan, which shall consist of no fewer than two (2) members
      of the Board of Directors. No member of the Committee shall be eligible to
      purchase stock under the Plan.

10.02 Authority of Committee.

      Subject to the express provisions of the Plan, the Committee shall have
      plenary authority in its discretion to interpret and construe any and all
      provisions of the Plan, to adopt rules and regulations for administering
      the Plan, to solicit and retain third party services to assist in
      administration of the Plan, and to make all other determinations deemed
      necessary or advisable for administering the Plan. The Committee's
      determination on the foregoing matters shall be conclusive.

10.03 Rules Governing the Administration of the Committee.

      Board of Directors 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 may select
      one (1) of its members as its Chairman and shall hold its meetings at such
      times and places as it shall deem advisable and may hold telephonic
      meetings. A majority of its members shall constitute a quorum. All
      determinations of the Committee shall be made by a majority of its
      members. The Committee may correct any defect or omission or reconcile any
      inconsistency in the Plan, in the manner and to the extent it shall deem
      desirable. Any decision or determination reduced to writing and signed by
      a majority of the members of the Committee shall be as fully effective as
      if it had been made by a majority vote at a meeting dully called and held.
      The Committee may appoint a Secretary and shall make such rules and
      regulations for the conduct of its business as it shall deem advisable.

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ARTICLE XI - MISCELLANEOUS

11.01 Designation of Beneficiary.

      A participant may file a written designation of a beneficiary who is to
      receive any stock and/or cash pursuant to the Plan. Such designation of
      beneficiary may be changed by the participant at any time by written
      notice to the Treasurer of the Company. Upon the death of a participant
      and upon receipt by the Company of proof of identity and existence at such
      participant's death of a beneficiary validly designated by such
      participant under the Plan, the Company shall deliver such stock and/or
      cash to such beneficiary. In the event of the death of a participant and
      in the absence of a beneficiary validly designated under the Plan who is
      living at the time of such participant's death, the Company shall deliver
      such stock and/or cash to the executor or administrator of the estate of
      such participant, or if no such executor or administrator has been
      appointed (to the knowledge of the Company), the Company, in it
      discretion, may deliver such stock and/or cash to the spouse or to any one
      or more dependents of such participant as the Company may designate. No
      beneficiary shall, prior to the death of the participant by whom such
      beneficiary has been designated, acquire any interest in the stock or cash
      credited to such participant under the Plan.

11.02 Transferability.

      Neither payroll deductions credited to a participant's account nor any
      rights with regard to the exercise of an option or to receive stock under
      the Plan may be assigned, transferred, pledged or otherwise disposed of in
      any way by the participant other than by will or the laws of descent and
      distribution. Any such attempted assignment, transfer, pledge or other
      disposition shall be without effect, except that the Company may treat
      such act as an election to withdraw funds in accordance with (S)7.02.

11.03 Use of Funds.

      All payroll deductions received or held by the Company under this Plan may
      be used by the Company for any corporate purpose, and the Company shall
      not be obligated to segregate such payroll deductions.

11.04 Adjustment Upon Changes in Capitalization.

      (a)  If, while any options are outstanding, the outstanding shares of
           Class A Common Stock of the Company have increased, decreased,
           changed into or been exchanged for a different number or kind of
           shares or securities of the Company through reorganization, merger,
           recapitalization, reclassification, stock split, reverse stock split
           or similar transaction, appropriate and proportionate adjustments may
           be made by the Committee in the number and/or kind of shares which
           are subject to purchase under outstanding options and in the option
           exercise price or prices applicable to such outstanding options. In
           addition, in any such event, the number and/or kind or shares which
           may be offered in the Offerings described in Article IV hereof shall

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          also be proportionately adjusted. No adjustments shall be made for
          stock dividends. For the purposes of this Paragraph, any distribution
          of shares to shareholders in an amount aggregating twenty percent
          (20%) or more of the outstanding shares shall be deemed a stock split,
          and any distributions of shares aggregating less than twenty percent
          (20%) of the outstanding shares shall be deemed a stock dividend.

      (b) Upon the dissolution or liquidation of the Company, or upon a
          reorganization, merger or consolidation of the Company with one (1) or
          more corporations as a result of which the Company is not the
          surviving corporation, or upon a sale of substantially all of the
          property or stock of the Company to another corporation, the Company
          shall return all of the accumulated payroll deductions to all holders
          of options then outstanding under the Plan, and any offering and such
          option shall be deemed to have been terminated.

11.05 Amendment and Termination.

      The Board of Directors shall have complete power and authority to
      terminate or amend the Plan; provided, however, that the Board of
      Directors shall not, without the approval of the stockholders of the
      Company

          (i)  increase the maximum number of shares which may be issued under
               any Offering (except pursuant to (S)12.04.); or

          (ii) amend the requirements as to the class of employees eligible to
               purchase stock under the Plan or permit the members of the
               Committee to purchase stock under the Plan.

11.06 No Employment Rights.

      The Plan does not, directly or indirectly, create any right for the
      benefit of any employee or class of employees to purchase any shares under
      the Plan, or create in any employee or class of employees any right with
      respect to continuation of employment by the Company, and it shall not be
      deemed to interfere in any way with the Company's right to terminate, or
      otherwise modify, an employee's employment at any time.

11.07 Effect of Plan.

      The provisions of the Plan shall, in accordance with its terms, be binding
      upon, and inure to the benefit of, all successors of each employee
      participating in the Plan, including, without limitation, such employee's
      estate and the executors, administrators or trustees thereof, heirs and
      legatees, and any receiver, trustee in bankruptcy or representative of
      creditors of the employee.

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11.08 Governing Law.

      The law of the State of Delaware will govern all matters relating to this
      Plan except to the extent it is superseded by the laws of the United
      States.

12.09 Effective Date

      The Plan shall take effect upon approval by the holders of a majority of
      the stock of the Company entitled to vote either present or represented at
      a special or annual meeting of the shareholders, or by written consent or
      consents in writing signed by such holders setting forth the action so
      taken. If the Plan is not so approved, the Plan shall not become
      effective.

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