Exhibit 99.7

                                    ADDENDUM
                                       TO
                            STOCK ISSUANCE AGREEMENT

         The following  provisions are hereby  incorporated into, and are hereby
made a part of, that certain Stock Issuance Agreement (the "Issuance Agreement")
by   and   between   Sharper   Image   Corporation   (the   "Corporation")   and
_________________________  ("Participant")  evidencing  the stock  issuance made
this  day to  Participant  under  the  terms  of the  Corporation's  2000  Stock
Incentive Plan, and such provisions are effective  immediately.  All capitalized
terms in this Addendum,  to the extent not otherwise defined herein,  shall have
the meanings assigned to such terms in the Issuance Agreement.

                        INVOLUNTARY TERMINATION FOLLOWING
                     CORPORATE TRANSACTION/CHANGE IN CONTROL

         1. To the extent the  Repurchase  Right is  assigned  to the  successor
corporation (or parent thereof) in connection with a Corporate  Transaction,  no
accelerated  vesting of the  Purchased  Shares  shall occur upon such  Corporate
Transaction, and the Repurchase Right shall continue to remain in full force and
effect  in  accordance  with  the  provisions  of the  Issuance  Agreement.  The
Participant shall, over Participant's  period of Service following the Corporate
Transaction,   continue  to  vest  in  the  Purchased  Shares  in  one  or  more
installments in accordance with the provisions of the Issuance Agreement.

         2. No  accelerated  vesting of the Purchased  Shares shall occur upon a
Change in Control,  and the  Repurchase  Right shall  continue to remain in full
force and effect in accordance with the provisions of the Issuance Agreement and
shall be assigned to any successor entity in the Change in Control  transaction.
The Participant shall, over Participant's period of Service following the Change
in Control, continue to vest in the Purchased Shares in one or more installments
in accordance with the provisions of the Issuance Agreement.

         3. Immediately upon an Involuntary Termination of Participant's Service
within  eighteen (18) months  following the Corporate  Transaction  or Change in
Control,  the  Repurchase  Right  shall  terminate  automatically,  and  all the
Purchased  Shares shall vest in full at that time. In addition,  the outstanding
balance of any escrow account  maintained on  Participant's  behalf  pursuant to
Paragraph C.5 of the Issuance  Agreement shall  immediately  vest at the time of
such  Involuntary  Termination  and  shall be paid to the  Participant  promptly
thereafter.

         4. For purposes of this Addendum, the following definitions shall be in
effect:

         An Involuntary  Termination shall mean the termination of Participant's
Service by reason of:

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                  (i)  Participant's  involuntary  dismissal or discharge by the
         Corporation for reasons other than Misconduct, or

                  (ii)  Participant's  voluntary  resignation  following  (A)  a
         change in  Participant's  position with the  Corporation  (or Parent or
         Subsidiary    employing    Participant)    which   materially   reduces
         Participant's duties and responsibilities or the level of management to
         which Participant  reports,  (B) a reduction in Participant's  level of
         compensation  (including base salary,  fringe benefits and target bonus
         under any corporate  performance based bonus or incentive  programs) by
         more than fifteen  percent (15%) or (C) a relocation  of  Participant's
         place of employment by more than fifty (50) miles, provided and only if
         such change,  reduction or  relocation  is effected by the  Corporation
         without Participant's consent.

         A Change in  Control  shall be deemed to occur in the event of a change
in  ownership  or  control of the  Corporation  effected  through  either of the
following transactions:

                  (i) the acquisition,  directly or indirectly, by any person or
         related group of persons  (other than the  Corporation or a person that
         directly or indirectly  controls,  is controlled by, or is under common
         control with,  the  Corporation)  of beneficial  ownership  (within the
         meaning  of Rule  13d-3 of the  Securities  Exchange  Act of  1934,  as
         amended) of securities  possessing more than fifty percent (50%) of the
         total combined voting power of the Corporation's outstanding securities
         pursuant  to  a  tender  or  exchange   offer  made   directly  to  the
         Corporation's stockholders, or

                  (ii) a change in the composition of the Board over a period of
         thirty-six (36) consecutive  months or less such that a majority of the
         Board members ceases, by reason of one or more contested  elections for
         Board  membership,  to be comprised of individuals  who either (A) have
         been Board members  continuously  since the beginning of such period or
         (B) have been elected or nominated for election as Board members during
         such period by at least a majority of the Board  members  described  in
         clause (A) who were still in office at the time the Board approved such
         election or nomination.

         Misconduct shall mean the commission of any act of fraud,  embezzlement
or  dishonesty by the  Participant,  any  unauthorized  use or disclosure by the
Participant of confidential  information or trade secrets of the Corporation (or
any  Parent  or  Subsidiary),   or  any  other  intentional  misconduct  by  the
Participant  adversely  affecting the business or affairs of the Corporation (or
any Parent or Subsidiary) in a material manner.  The foregoing  definition shall
not be deemed to be inclusive of all the acts or omissions which the Corporation
(or any Parent or  Subsidiary)  may  consider  as grounds for the  dismissal  or
discharge of the  Participant or other person in the Service of the  Corporation
(or any Parent or Subsidiary).

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                  IN WITNESS WHEREOF,  Sharper Image Corporation has caused this
Addendum to be  executed by its duly  authorized  officer,  effective  as of the
Effective Date specified below.

                                   SHARPER IMAGE CORPORATION

                                   By:______________________________________

                                   Title:___________________________________



EFFECTIVE DATE:_________________________________

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