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                                                                    EXHIBIT 10.2

                                  VERIFONE, INC

                              AMENDED AND RESTATED

                       1987 SUPPLEMENTAL STOCK OPTION PLAN

                   Adopted by Board of Directors in May, 1987
                 Approved by the Stockholders on April 18, 1988
                 Amended by Board of Directors on April 30, 1990
                  Approved by the Stockholder on June 22, 1990
               Amended by Board of Directors on February 13, 1992
                 Approved by the Stockholders on April 23, 1992
                 Amended by Board of Directors on March 15, 1995
                   Approved by the Stockholders on May 5, 1995
                Amended by Board of Directors on January 18, 1996
                  Approved by the Stockholders on May 10, 1996
                Amended by Board of Directors on January 23, 1997
     


1.   PURPOSE

     (a)  The purpose of the Plan is to provide a means by which selected 
employees, directors and consultants of VeriFone, Inc. (the "Company") and its 
Affiliates, as defined in subparagraph 1(b), may be given an opportunity to 
purchase stock of the Company.  

     (b)  The word "Affiliate" as used in the Plan means any parent corporation 
or subsidiary corporation of the company as those terms are defined in Sections 
424(e) and (f), respectively, of the Internal Revenue code of 1986, as amended 
from time to time (the "Code").

     (c)  The Company, by means of the Plan, seeks to retain the services of 
persons now employed by or serving as consultants or directors to the Company, 
to secure and retain the services of new employees/persons capable of filling 
such positions, and to provide incentives for such persons to exert maximum 
efforts for the success of the Company.

     (d)  The Company intends that the options issued under the Plan not be 
incentive stock options as that term is used in Section 422 of the Code. 

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2.   ADMINISTRATION

     (a)  The Plan shall be administered by the Board of Directors (the "Board")
of the Company unless and until the Board delegates administration to a 
committee, as provided in subparagraph 2(c).  Whether or not the Board has 
delegated administration, the Board shall have the final power to determine all 
questions of policy and expediency that may arise in the administration of the 
Plan.

     (b)  The Board shall have the power, subject to, and within the limitations
of, the express provisions of the Plan:

          (i)   To determine from time to time which of the persons eligible 
under the Plan shall be granted options; when and how the option shall be 
granted; the provisions of each option granted (which need not be identical), 
including the time or times during the term of each option within which all or 
portions of such option may be exercised; and the number of shares for which an 
option shall be granted to each such person.
 
          (ii)  To construe and interpret the Plan and options granted under 
it, and to establish, amend and revoke rules and regulations for its 
administration. The Board, in the exercise of this power, may correct any 
defect, omission or inconsistency in the Plan or in any option agreement, in a 
manner and to the extent it shall deem necessary or expedient to make the Plan 
fully effective.

          (iii) To amend the Plan or an Option as provided in paragraph 10.

          (iv)  Generally, to exercise such powers and to perform such acts as 
the Board deems necessary or expedient to promote the best interests of the 
Company.

     (c)  The Board may delegate administration of the Plan to a committee 
composed of not fewer than two (2) members of the Board (the "Committee"), all 
of the members of which Committee may "non-employee directors," as defined by 
the provisions of subparagraph 2(d), and may also be, in the discretion of the 
Board, outside directors as defined in Section 162(m) of the Code.  If 
administration is delegated to a Committee, the Committee shall have, in 
connection with the administration of the Plan, the powers theretofore possessed
by the Board, subject, however, to such resolutions, not inconsistent with the 
provisions of the Plan, as may be adopted from time to time by the Board and 
references to the Board herein shall be construed as references to the 
Committee.  The Board may abolish the Committee at any time and revest in the 
Board the administration of the Plan.  Notwithstanding anything in this 
paragraph 2 to the contrary, the Board may delegate to a committee of one or 
more members of the Board the authority to grant options to eligible persons who
(i) are not then subject to Section 16 under the Securities Exchange Act of 
1934, as amended (the "Exchange Act") and (ii) are either (A) not persons 
expected to be subject to Section 162(m) of the code ("Section 162(m)") at the 
time of recognition of income from such Option or (B) not persons with respect 
to whom the Company desires to comply with Section 162(m).

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     (d)  The term "non-employee director," as used in the Plan, shall mean a 
member of the Company's Board of Directors who either (i) is not a current 
employee or officer of the Company or its parent or subsidiary, does not receive
compensation (directly or indirectly) from the Company or its parent or 
subsidiary for services rendered as a consultant or in any other capacity other 
than as a member of the Board (except for an amount as to which disclosure would
not be required under Item 404(a) of Regulation S-K, and is not engaged in a 
business relationship as to which disclosure would be required under Item 404(b)
of Regulation S-K; or (ii) is otherwise considered a "non-employee director" for
purposes of Rule 16b-3.

3.   SHARES SUBJECT TO THE PLAN

     (a)  Subject to the provisions of paragraph 9 relating to adjustments upon 
changes in stock, the stock that may be sold pursuant to options granted under 
either the Plan or the Company's Amended and Restated Incentive Stock Option 
Plan shall not exceed in the aggregate Eight Million Five Hundred Fifteen 
Thousand (8,515,000) shares of the Company's common stock. The aggregate number 
of shares as to which options may be granted under the Plan shall be reduced to 
reflect the number of shares of the Company's common stock which has been sold 
under, or may be sold pursuant to outstanding options granted under the 
Company's Amended and Restated Incentive Stock Option Plan to the same extent as
if such sales had been made or option had been granted pursuant to this Plan. If
any option granted under the Plan shall for any reason expire or otherwise 
terminate without having been exercised in full, the stock not purchased under 
such option shall again become available for the Plan.

     (b)  The stock subject to the Plan may be unissued shares or reacquired 
shares, bought on the market or otherwise.

     (c)  Subject to the provisions of paragraph 9 relating to adjustments upon
changes in stock, no employee shall be eligible, during any twelve (12) month 
period, to be granted options under the Plan to purchase in excess of 750,000 
shares of common stock of the Company.  The total number of shares as to which 
options may be granted to an employee under this paragraph 3(c) shall be reduced
to reflect the total number of shares as to which options have been granted, 
during the same twelve (12) month period, under the Company's Amended and 
Restated Incentive Stock Option Plan.

4.   ELIGIBILITY

     (a)  Options may be granted only to employees (including officers) of, 
directors of or consultants to the Company or its Affiliates. 

     (b)  A director shall in no event be eligible for the benefits of the Plan 
unless and until such director is expressly declared eligible to participate in 
the Plan by action of the Board.

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5.   OPTION PROVISIONS

     Each option shall be in such form and shall contain such terms and 
conditions as the Board or the Committee shall deem appropriate. The provisions 
of separate options need not be identical, but each option shall include 
(through incorporation of provisions hereof by reference in the option or 
otherwise) the substance of each of the following provisions:

     (a)  The term of any option shall not be greater than ten (10) years from 
the date it was granted.  Notwithstanding the foregoing, an option may be 
granted with an exercise price lower than that set forth in the preceding 
sentence if such option is granted pursuant to assumption or substitution for 
another option in a manner satisfying the provisions of Section 424(a) of the 
Code.

     (b)  The exercise price of each option shall be not less the fair market 
value of the stock subject to the option on the date the option is granted.

     (c)  The purchase price of stock acquired pursuant to an option shall be 
paid, to the extent permitted by applicable statutes and regulations, either (i)
in cash at the time the option is exercised, or (ii) at the discretion of the 
Board or the Committee, either at the time of grant or exercise of the option 
(A) by delivery to the Company of other common stock of the Company, (B) 
according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other common stock of the 
Company) with the person to whom the option is granted or to whom the option is 
transferred pursuant to subparagraph 5(d), or (C) in any other form of legal 
consideration that may be acceptable to the Board or the Committee in their 
discretion.

     In the case of any deferred payment arrangement, any interest shall be 
compounded at least annually and shall be charged at the minimum rate of 
interest necessary to avoid the treatment as interest, under any applicable 
provisions of the Code, of any amounts other than amounts stated to be interest 
under the deferred payment arrangement.

     (d)  An option shall only be transferable by the optionee upon such terms 
and conditions as are set forth in the option agreement for such option, as the 
Board or the Committee shall determine in its discretion.  The person to whom an
option is granted may, by delivering written notice to the Company, in a form 
satisfactory to the Company, designate a third party who, in the event of the 
death of the person to whom the option is granted, shall thereafter be entitled 
to exercise the option.

     (e)  The total number of shares of stock subject to an option may, but need
not, be allotted in periodic installments (which may, but need not, be equal). 
From time to time during each of such installment periods, the option may be
exercised with respect to some or all of the shares allotted to that period, 
and/or with respect to some or all of the shares allotted to any prior period as
to which the option was not fully exercised. During the remainder of the term of
the option (if its term extends beyond the end of the installment periods), the 
option may be exercised from time to time with respect to any shares then 
remaining subject

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to the option. The option may be subject to such other terms and conditions on 
the time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate.  The provisions of this 
subparagraph 5(e) are subject to any option provisions governing the minimum 
number of shares as to which an option may be exercised.

     (f)  The Company may require any optionee, or any person to whom an option 
is transferred under subparagraph 5(d), as a condition of exercising any such 
option: (1) to give written assurances satisfactory to the Company as to the 
optionee's knowledge and experience in financial and business matters and/or to 
employ a purchaser representative reasonably satisfactory to the Company who is 
knowledgeable and experienced in financial and business matters that he or she 
is capable of evaluating, alone or together with the purchaser representative, 
the merits and risks of exercising the option; and (2) to give written 
assurances satisfactory to the Company stating that such person is acquiring the
stock subject to the option for such person's own account and not with any 
present intention of selling or otherwise distributing the stock. These 
requirements, and any assurances given pursuant to such requirements, shall be 
inoperative if (i) the issuance of the shares upon the exercise of the option 
has been registered under a then currently effective registration statement 
under the Securities Act of 1933, as amended (the "Securities Act"), or (ii), as
to any particular requirement, a determination is made by counsel for the 
Company that such requirement need not be met in the circumstances under the 
then applicable securities laws.  The Company may require the holder of the 
option to provide such other representations, written assurances or information 
which the Company shall determine is necessary, desirable or appropriate to 
comply with applicable securities and other laws as a condition of granting an 
option to such person or permitting such person to exercise the option.  The 
Company may, upon advice of counsel to the Company, place legends on stock 
certificates issued under the Plan as such counsel deems necessary or 
appropriate in order to comply with applicable securities laws, including but 
not limited to, legends restricting the transfer of the stock.

     (g)  An option shall terminate three (3) months after termination of the 
optionee's service with the Company or an Affiliate whether as an employee, 
consultant or member of the Board ("Service"), unless (i) the termination of 
Service of the optionee is due to such person's permanent and total disability, 
within the meaning of Section 422(e)(3) of the Code, in which case the option 
may, but need not, provide that it may be exercised at any time within one (1) 
year following such termination of Service; or (ii) the optionee dies while in 
the employ of the Company or an Affiliate, or within not more than three (3) 
months after termination of such Service, in which case the option may, but need
not, provide that it may be exercised at any time within eighteen (18) months 
following the death of the optionee by the person or persons to whom the 
optionee's rights under such option pass by will or by the laws of descent and 
distribution; or (iii) the option by its terms specifies either (a) that it 
shall terminate sooner than three (3) months after termination of the optionee's
Service, or (b) that it may be exercised more than three (3) months after 
termination of the optionee's Service with the Company or an Affiliate. This 
subparagraph 5(g) shall not be construed to extend the term of any option or to 
permit anyone to exercise the option after expiration of its term, nor

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shall it be construed to increase the number of shares as to which any option is
exercisable from the amount exercisable on the date of termination of the 
optionee's Service.
 
     (h)  The option may, but need not, include a provision whereby the optionee
may elect at any time during the term of his or her Service with the Company or 
any Affiliate to exercise the option as to any part or all of the shares subject
to the option prior to the stated vesting date of the option or of any 
installment or installments specified in the option. Any shares so purchased 
from any unvested installment or option may be subject to a repurchase right in 
favor of the Company or to any other restriction the Board or the Committee 
determines to be appropriate.

     (i)  To the extent provided in the terms of an Option Agreement, an 
optionee may satisfy any federal, state, or local tax withholding obligation 
relating to the exercise of such option by any of the following means or by a 
combination of such means:  (i) tendering a cash payment, (ii) authorizing the 
Company to withhold from the shares of common stock otherwise issuable to the 
optionee as a result of the exercise of the option or (iii) delivering to the 
Company owned and unencumbered shares of the common stock of the Company.

6.   COVENANTS OF THE COMPANY

     (a)  During the terms of the options granted under the Plan, the Company 
shall keep available at all times the number of shares of stock required to 
satisfy such options.

     (b)  The Company shall seek to obtain from each regulatory commission or 
agency having jurisdiction over the Plan such authority as may be required to 
issue and sell shares of stock upon exercise of the options granted under the 
Plan; provided, however, that this undertaking shall not require the Company to 
register under the Securities Act either the Plan, any option granted under the 
Plan or any stock issued or issuable pursuant to any such option. If, after 
reasonable efforts, the Company is unable to obtain from any such regulatory 
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be 
relieved from any liability for failure to issue and sell stock upon exercise of
such options unless and until such authority is obtained. 

7.   USE OF PROCEEDS FROM STOCK

     Proceeds from the sale of stock pursuant to options granted under the Plan 
shall constitute general funds of the Company.

8.   MISCELLANEOUS

     (a)  The Board or the Committee shall have the power to accelerate the time
during which an option may be exercised or the time during which an option or 
any portion thereof will vest pursuant to subparagraph 5(e), notwithstanding the
provisions in the option stating the time during which it may be exercised or 
the time during which it will vest.

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     (b)  Neither an optionee nor any person to whom an option is transferred 
under subparagraph 5(d) shall be deemed to be the holder of, or to have any of 
the rights of a holder with respect to, any shares subject to such option unless
and until such person has satisfied all requirements for exercise of the option 
pursuant to its terms.

     (c)  Throughout the term of any option granted pursuant to the Plan, the 
Company shall make available to the holder of such option, not later than one 
hundred twenty (120) days after the close of each of the Company's fiscal years 
during the option term, upon request, such financial and other information 
regarding the Company as comprises the annual report to the shareholders of the 
Company provided for in the bylaws of the Company.

     (d)  Nothing in the Plan or any instrument executed or option granted 
pursuant thereto shall confer upon any eligible employee, consultant or optionee
any right to continue in the employ of the Company or any Affiliate or shall
affect the right of the Company or any Affiliate to terminate the employment of
any eligible person or optionee with or without cause, or to terminate the 
relationship of any consultant subject to the terms of that consultant's 
agreement with the Company or Affiliate to which such Consultant is providing 
services. 

9.   ADJUSTMENTS UPON CHANGES IN STOCK

     (a)  If any change is made in the stock subject to the Plan, or subject to 
any option granted under the Plan (through merger, consolidation, 
reorganization, recapitalization, stock dividend, dividend in property other 
than cash, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other transaction not involving the 
receipt of consideration by the Company), the Plan and outstanding options will 
be appropriately adjusted in the type of security and maximum number of shares 
subject to the Plan the maximum number of shares subject to option that may be 
granted to any single person under subparagraph 3(c), and the type of security 
and number of shares and price per share of stock subject to outstanding 
options.  Such adjustments shall be made by the Board or the Committee, the 
determination of which shall be final, binding and conclusive.  (The conversion 
of any convertible securities of the Company shall not be treated as a 
"transaction not involving the receipt of consideration by the Company.")

     (b)  In the event of: (1) a dissolution or liquidation of the Company or 
sale of all or substantially all of the assets of the Company; (2) a merger or 
consolidation in which the Company is not the surviving corporation; (3) a 
reverse merger in which the Company is the surviving corporation but the shares 
of the Company's common stock outstanding immediately preceding the merger are 
converted by virtue of the merger into other property, whether in the form of 
securities, cash or otherwise; or (4) any other capital reorganization in which 
more than fifty percent (50%) of the shares of the Company entitled to vote are 
exchanged, then, at the sole discretion of the Board and to the extent permitted
by applicable law: (i) any surviving corporation shall assume any options 
outstanding under the Plan or shall substitute similar options for those 
outstanding under the Plan, or (ii) the time during

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which such options may be exercised shall be accelerated and the option 
terminated if not exercised prior to such event, or (iii) such options shall 
continue in full force and effect. 

10.  AMENDMENT OF THE PLAN AND OPTIONS

     (a)  The Board at any time, and from time to time, may amend the Plan. 
However, except as provided in paragraph 9 relating to adjustments upon changes 
in stock, no amendment shall be effective unless approved by the vote of a 
majority of the outstanding shares of the Company entitled to vote, or by the 
written consent of the holders of the outstanding shares of the Company entitled
to vote to the extent necessary under applicable laws to obtain incentive stock 
option treatment under Section 422 of the Code, within twelve (12) months before
or after the adoption of the amendment, where the amendment will:

          (i)   Increase the number of shares reserved for options under the 
Plan;

          (ii)  Modify the requirements as to eligibility for participation in 
the Plan to the extent such modification requires stockholder approval in order 
for the Plan to satisfy the requirements of Section 422 of the Code; or

          (iii) Otherwise modify the Plan to the extent such modification 
requires stockholder approval in order for the Plan to satisfy the requirements 
of Section 422 of the Code.

     (b)  The Board may, in its discretion, submit any other amendment to the 
Plan for stockholder approval.
 
     (c)  Rights and obligations under any option granted before amendment of 
the Plan shall not be impaired by any amendment of the Plan, except with the 
consent of the person to whom the option was granted. 

     (d)  The Board at any time, and from time to time, may amend the terms of 
any one or more options; provided, however, that the rights and obligations 
under any option shall not be impaired by any such amendment unless (i) the 
Company requests the consent of the person to whom the Option was granted and 
(ii) such person consents in writing.

11.  TERMINATION OR SUSPENSION OF THE PLAN

     (a)  The Board may suspend or terminate the Plan at any time. Unless sooner
terminated, the Plan shall terminate on December 31, 2005.  No options may be 
granted under the Plan while the Plan is suspended or after it is terminated.

     (b)  Rights and obligations under any option granted while the Plan is in 
effect shall not be impaired by suspension or termination of the Plan, except 
with the consent of the person to whom the option was granted. 

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12.  EFFECTIVE DATE OF PLAN

     The Plan shall become effective as determined by the Board, but no options 
granted under the Plan shall be exercised unless and until the Plan has been 
approved by the vote or written consent of the holders of a majority of the 
outstanding shares of the Company entitled to vote.