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                                                     As Amended November 1, 1994
                                                            and January 9, 1995,
                                                and approved by the Stockholders
                                                  of the Company on May 18, 1995

                                                                   Exhibit 10.10



                             GEERLINGS & WADE, INC.

                               STOCK OPTION PLAN



1.   PURPOSE
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          The purpose of this Stock Option Plan (the "Plan") is to advance the
interests of Geerlings & Wade, Inc. (the "Company") by enhancing the ability of
the Company, and its parent and subsidiaries (if any) to attract and retain able
employees, consultants or advisers to the Company; to reward such individuals
for their contributions; and to encourage such individuals to take into account
the long-term interests of the Company through interests in shares of the
Company's common stock, $.01 par value (the "Stock").  Any employee, consultant,
or adviser selected to receive an award under the Plan is referred to as a
"participant".

          Options granted pursuant to the Plan may be incentive stock options as
defined in section 422 of the Internal Revenue Code of 1986 (as from time to
time amended, the "Code") (any option that is intended so to qualify as an
incentive stock option being referred to herein as an "incentive option"), or
options that are not incentive options, or both.  Except as otherwise expressly
provided with respect to an option grant, no option granted pursuant to the Plan
shall be an incentive option.

2.   ADMINISTRATION
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          The Plan shall be administered by the Board of Directors (the "Board")
of the Company. The Board shall have discretionary authority, not inconsistent
with the express provisions of the Plan, (a) to grant option awards to such
eligible persons as the Board may select; (b) to determine the time or times
when awards shall be granted and the number of shares of Stock subject to each
award; (c) to determine which options are, and which options are not, intended
to be incentive options; (d) to determine the terms and conditions of each
award; (e) to prescribe the form or forms of any instruments evidencing awards
and any other instruments required under the Plan and to change such forms from
time to time; (f) to adopt, amend, and rescind rules and
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regulations for the administration of the Plan; and (g) to interpret the Plan
and to decide any questions and settle all controversies and disputes that may
arise in connection with the Plan. Such determinations of the Board shall be
conclusive and shall bind all parties.  Subject to Section 9 the Board shall
also have the authority, both generally and in particular instances, to waive
compliance by a participant with any obligation to be performed by him or her
under an award, to waive any condition or provision of an award, and to amend or
cancel any award (and if an award is cancelled, to grant a new award on such
terms as the Board shall specify) except that the Board may not take any action
with respect to an outstanding award that would adversely affect the rights of
the participant under such award without such participant's consent.  Nothing in
the preceding sentence shall be construed as limiting the power of the Board to
make adjustments required by Section 4(c) and Section 6(g).

          The Board may, in its discretion, delegate some or all of its powers
with respect to the Plan to a committee (the "Committee"), in which event all
references (as appropriate) to the Board hereunder shall be deemed to refer to
the Committee.  The Committee, if one is appointed, shall consist of at least
two directors.  A majority of the members of the Committee shall constitute a
quorum, and all determinations of the Committee shall be made by a majority of
its members.  Any determination of the Committee under the Plan may be made
without notice or meeting of the Committee by a writing signed by a majority of
the Committee members.  On and after registration of the Stock under the
Securities Exchange Act of 1934 (the "1934 Act"), the Board shall delegate the
power to select directors and officers to receive awards under the Plan and the
timing, pricing, and amount of such awards to a Committee, all members of which
shall be disinterested persons within the meaning of Rule 16b-3 under the 1934
Act and "outside directors" within the meaning of section 162(m)(4)(c)(i) of the
Code.

3.  EFFECTIVE DATE AND TERM OF PLAN
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          The Plan shall become effective on the date on which it is approved by
the shareholders of the Company.  Grants of awards under the Plan may be made
prior to that date (but after Board adoption of the Plan), subject to approval
of the Plan by the shareholders.

          No awards shall be granted under the Plan after the completion of ten
years from the date on which the Plan was adopted by the Board, but awards
previously granted may extend beyond that date.

4.   SHARES SUBJECT TO THE PLAN
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          (a)  Number of Shares.  Subject to adjustment as provided in Section
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4(c), the aggregate number of shares of Stock that may be the subject of awards
granted under the Plan shall be 300,000.  If any award granted under the Plan
terminates without having been exercised in full, or upon exercise is satisfied
other than by delivery of Stock, the number of shares of Stock as to

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which such award was not exercised shall be available for future grants.  No
employee shall be entitled to grants of options in excess of 100,000 shares,
subject to adjustment in accordance with Section 4(c).

          (b)  Shares to be Delivered.  Shares delivered under the Plan shall be
               ----------------------
authorized but unissued Stock, or if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in its
treasury.  No fractional shares of Stock shall be delivered under the Plan.

          (c)  Changes in Stock.  In the event of a stock dividend, stock split
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or combination of shares, recapitalization, or other change in the Company's
capital stock, the number and kind of shares of stock or securities of the
Company subject to awards then outstanding or subsequently granted under the
Plan, the exercise price of such awards, the maximum number of shares or
securities that may be delivered under the Plan, and other relevant provisions
shall be appropriately adjusted by the Board, whose determination shall be
binding on all persons.

          The Board may also adjust the number of shares subject to outstanding
awards, the exercise price of outstanding awards, and the terms of outstanding
awards, to take into consideration material changes in accounting practices or
principles, extraordinary dividends, consolidations or mergers (except those
described in Section 6(g)), acquisitions or dispositions of stock or property,
or any other event if it is determined by the Board that such adjustment is
appropriate to avoid distortion in the operation of the Plan, provided that no
such adjustment shall be made in the case of an incentive option, without the
consent of the participant, if it would constitute a modification, extension, or
renewal of the option within the meaning of section 424(h) of the Code.

5.   AWARDS; ETC.
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          Persons eligible to receive awards under the Plan shall be those
persons who, in the opinion of the Board, are in a position to make a
significant contribution to the success of the Company and its subsidiaries.  A
subsidiary for purposes of the Plan shall be a corporation in which the Company
owns, directly or indirectly, stock possessing 50% or more of the total combined
voting power of all classes of stock.

          Incentive options shall be granted only to "employees" as defined in
the provisions of the Code or regulations thereunder applicable to incentive
stock options.

6.   TERMS AND CONDITIONS OF OPTIONS
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          (a)   Exercise Price of Options.  The exercise price of each option
                -------------------------
shall be determined by the Board but in the case of an incentive option shall
not be less than 100% (110%, in the case of

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an incentive option granted to a ten-percent shareholder) of the fair market
value of the Stock at the time the option is granted; nor shall the exercise
price be less, in the case of an original issue of authorized stock, than par
value.  For this purpose, "fair market value" in the case of incentive options
shall have the same meaning as it does in the provisions of the Code and the
regulations thereunder applicable to incentive options; and "ten-percent
shareholder" shall mean any participant who at the time of grant owns directly,
or by reason of the attribution rules set forth in section 424(d) of the Code is
deemed to own, stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any of its parent or subsidiary
corporations.

          (b)   Duration of Options.  An option shall be exercisable during such
                -------------------
period or periods as the Board may specify.  The latest date on which an option
may be exercised (the "Expiration Date") shall be the date which is ten years
(five years, in the case of an incentive option granted to a "ten-percent
shareholder" as defined in (a) above) from the date the option was granted or
such earlier date as may be specified by the Board at the time the option is
granted.

     (c)   Exercise of Options.
           -------------------

     (1)   An option shall become exercisable at such time or times and upon
           such conditions as the Board shall specify. In the case of an option
           not immediately exercisable in full, the Board may at any time
           accelerate the time at which all or any part of the option may be
           exercised.

     (2)   Any exercise of an option shall be in writing, signed by the proper
           person and furnished to the Company, accompanied by (i) such
           documents as may be required by the Board and (ii) payment in full as
           specified below in Section 6(d) for the number of shares for which
           the option is exercised.

     (3)   The Board shall have the right to require that the participant
           exercising the option remit to the Company an amount sufficient to
           satisfy any federal, state, or local withholding tax requirements (or
           make other arrangements satisfactory to the Company with regard to
           such taxes) prior to the delivery of any Stock pursuant to the
           exercise of the option. If permitted by the Board, either at the time
           of the grant of the option or in connection with exercise, the
           participant may elect, at such time and in such manner as the Board
           may prescribe, to satisfy such withholding obligation by (i)
           delivering to the Company Stock owned by such individual having a
           fair market value equal to such withholding obligation, or (ii)
           requesting that the Company withhold from the shares of Stock to be
           delivered upon the exercise a number of shares of Stock having a fair
           market value equal to such withholding obligation.

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          In the case of an incentive option, the Board may require as a
          condition of exercise that the participant exercising the option agree
          to inform the Company promptly of any disposition (within the meaning
          of section 424(c) of the Code and the regulations thereunder) of Stock
          received upon exercise. In addition, if at the time the option is
          exercised the Board determines that under applicable law and
          regulations the Company could be liable for the withholding of any
          federal or state tax with respect to a disposition of the Stock
          received upon exercise, the Board may require as a condition of
          exercise that the participant exercising the option agree to give such
          security as the Board deems adequate to meet the potential liability
          of the Company for the withholding of tax, and to augment such
          security from time to time in any amount reasonably deemed necessary
          by the Board to preserve the adequacy of such security.

     (4)  If an option is exercised by the executor or administrator of a
          deceased participant, or by the person or persons to whom the option
          has been transferred by the participant's will or the applicable laws
          of descent and distribution, the Company shall be under no obligation
          to deliver Stock pursuant to such exercise until the Company is
          satisfied as to the authority of the person or persons exercising the
          option.

          (d)   Payment for and Delivery of Stock.  Stock purchased upon
                ---------------------------------
exercise of an option under the Plan shall be paid for as follows:  (i) in cash,
check acceptable to the Company (determined in accordance with such guidelines
as the Board may prescribe), or money order payable to the order of the Company,
or (ii) if so permitted by the Board (which, in the case of an incentive option,
shall specify such method of payment at the time of grant), (A) through the
delivery of shares of Stock (which, in the case of Stock acquired from the
Company, shall have been held for at least six months unless the Board specifies
a shorter period) having a fair market value on the last business day preceding
the date of exercise equal to the purchase price, or (B) by delivery of a
promissory note of the participant to the Company, such note to be payable on
such terms as are specified by the Board, or (C) by delivery of an unconditional
and irrevocable undertaking by a broker to deliver promptly to the Company
sufficient funds to pay the exercise price, or (D) by any combination of the
permissible forms of payment; provided, that if the Stock delivered upon
exercise of the option is an original issue of authorized Stock, at least so
much of the exercise price as represents the par value of such Stock shall be
paid other than with a personal check or promissory note of the person
exercising the option.

          (e)  Delivery of Stock.  A participant shall not have the rights of a
               -----------------
shareholder with regard to awards under the Plan except as to Stock actually
received by him under the Plan.

          The Company shall not be obligated to deliver any shares of Stock (i)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been

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complied with, (ii) if the outstanding Stock is at the time listed on any stock
exchange, until the shares to be delivered have been listed or authorized to be
listed on such exchange upon official notice of issuance, and (iii) until all
other legal matters in connection with the issuance and delivery of such shares
have been approved by the Company's counsel.  If the sale of Stock has not been
registered under the Securities Act of 1933, as amended, the Company may
require, as a condition to exercise of the award, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.

          (f)   Nontransferability of Awards.  No award may be transferred other
                ----------------------------
than by will or by the laws of descent and distribution, and during a
participant's lifetime an award may be exercised only by him or her.

          (g)   Mergers, etc.  In the event of any merger, consolidation,
                -------------
dissolution, or liquidation of the Company, the Board in its sole discretion
may, as to any outstanding awards, make such substitution or adjustment in the
aggregate number of shares reserved for issuance under the Plan and in the
number and purchase price (if any) of shares subject to such awards as it may
determine, or accelerate, amend, or terminate such awards upon such terms and
conditions as it shall provide (which, in the case of the termination of the
vested portion of any award, shall require payment or other consideration which
the Board deems equitable in the circumstances).

7.   TERMINATION OF EMPLOYMENT
     -------------------------

          If a participant's employment or other service relationship with the
Company terminates prior to the Expiration Date the following shall apply:

          (a) Options that are not exercisable immediately prior to the
              termination shall terminate, except that the Board may in its sole
              discretion provide that the participant or beneficiary receive in
              cash, with respect to each share of Stock to which an option
              relates, the excess of (i) the share's fair market value on the
              date of the participant's termination, over (ii) the option
              exercise price.

          (b) To the extent exercisable immediately prior to termination of
              employment or other service, the option shall continue to be
              exercisable thereafter during the period prior to the Expiration
              Date and within 60 days following the termination (180 days in the
              event that a participant's service terminates by reason of death),
              unless the participant's employment or other service is terminated
              "for cause" as defined in (c) below, in which case all awards
              shall terminate immediately. Except as otherwise provided in an
              award, after completion of the 60-day (or 180-day) period, such
              awards shall terminate to the extent not previously exercised,
              expired, or terminated.

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          (c) The following, as determined by the Board in its reasonable
              judgment shall constitute "cause" termination: (i) a participant's
              failure to perform, or negligence in the performance of, his or
              her duties and responsibilities to the Company; (ii) a
              participant's fraud, embezzlement or other material dishonesty
              with respect to the Company; or (iii) other conduct by a
              participant that is harmful to the business, interest, or
              reputation of the Company.

No option shall be exercised or surrendered in exchange for a cash payment after
the Expiration Date.

          In the case of any award, the Board may provide in the case of any
award for post-termination exercise provisions different from those expressly
set forth in this Section 7, including without limitation terms allowing a later
exercise by a former employee, consultant or advisor (or, in the case of a
former employee, consultant or advisor who is deceased, the person or persons to
whom the award is transferred by will or the laws of descent and distribution)
as to all or any portion of the award not exercisable immediately prior to
termination of employment or other service, but in no case may an award be
exercised after the Expiration Date.

8.   EMPLOYMENT RIGHTS
     -----------------

          Neither the adoption of the Plan nor the grant of awards shall confer
upon any participant any right to continue as an employee of, or consultant or
adviser to, the Company, its parent, or any subsidiary or affect in any way the
right of the Company, its parent, or a subsidiary to terminate the participant's
relationship at any time.  Except as specifically provided by the Board in any
particular case, the loss of existing or potential profit in awards granted
under this Plan shall not constitute an element of damages in the event of
termination of the relationship of a participant even if the termination is in
violation of an obligation of the Company to the participant by contract or
otherwise.

9.  EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, AND TERMINATION
    ----------------------------------------------------------------

          Neither adoption of the Plan nor the grant of awards to a participant
shall affect the Company's right to make awards to such participant that are not
subject to the Plan, to issue to such participant Stock as a bonus or otherwise,
or to adopt other plans or arrangements under which Stock may be issued.

          The Board may at any time discontinue granting awards under the Plan.
With the consent of the participant, the Board may at any time cancel an
existing award in whole or in part and grant another award for such number of
shares as the Board specifies.  The Board may at any time or times amend the
Plan or any outstanding award for the purpose of satisfying the

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requirements of section 422 of the Code or of any changes in applicable laws or
regulations or for any other purpose that may at the time be permitted by law,
or may at any time terminate the Plan as to any further grants of awards; except
that no such amendment shall adversely affect the rights of any participant
(without his or her consent) under any award previously granted.

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