EXHIBIT 10.34  INAMED CORPORATION 2000 STOCK OPTION PLAN  1.           Purpose.  The purpose of the Plan is to provide
additional incentive to those officers, key employees, nonemployee directors
and consultants of the Company and its Subsidiaries whose substantial contributions
are essential to the continued growth and success of the Company's business in
order to strengthen their commitment to the Company and its Subsidiaries, to
motivate such officers and employees to faithfully and diligently perform their
assigned responsibilities and to attract and retain competent and dedicated
individuals whose efforts will result in the long-term growth and profitability
of the Company.  To accomplish such
purposes, the Plan provides that the Company may grant Nonqualified Stock
Options.  The Plan is intended, to the
extent applicable, to satisfy the requirements of Section 162(m) of the Code
and shall be interpreted in a manner consistent with the requirements thereof.  2.           Definitions.  For purposes of the Plan:  (a)       Affiliates
shall have the meaning set forth in Rule 12b-2 under the Exchange Act.  (b)       Agreement
shall mean the written agreement evidencing the grant of an Option, and setting
forth the terms and conditions thereof. 
Each Agreement shall be approved by the Board or the Committee.  (c)       Associates
shall have the meaning set forth in Rule 12b-2 under the Exchange Act.  (d)       Beneficial
Owner shall have the meaning set forth in Rule 13d-3 under the Exchange Act.  (e)       Board
shall mean the Board of Directors of the Company.  (f)        Change
in Capitalization shall mean any increase, reduction, or change or exchange of
Shares for a different number or kind of shares or other securities of the
Company by reason of a reclassification, recapitalization, merger, consolidation,
reorganization, issuance of warrants or rights, stock dividend, stock split or
reverse stock split, combination or exchange of shares, repurchase of shares,
change in corporate structure or otherwise.  
   (g)       Change
of Control of the Company shall be deemed to occur on the first to occur of
the following:  (i) any Person (other
than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company)), is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more (or, in the case of Appaloosa Management, L.P. and its
Affiliates and Associates, 36% or more) of the combined voting power of the
Companys then outstanding securities; 
(ii) during any period of two consecutive years (not including any
period prior to the adoption of the Plan), individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in clause (i), (iii) or (iv) of this definition)
whose election by the Board or nomination for election by the Companys
stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of
the period or whose election or nomination for election was previously so
approved, cease for any reason to constitute at least a majority thereof; (iii)
the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (a) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, or (b) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires more than 20% of the combined voting power of the Companys then
outstanding securities; or (iv) the stockholders of the Company approve a plan
of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Companys assets.  (h)       Code
shall mean the Internal Revenue Code of 1986, as amended.  (i)        Committee
shall mean a committee appointed by the Board to administer the Plan and to
perform the functions set forth herein. 
The composition of the Committee shall at all times consist solely of
persons who are (i) Nonemployee Directors as defined in Rule 16b-3 issued
under the Exchange Act, and (ii) outside directors as defined in Section 162(m)
of the Code.  2 
   (j)        Company
shall mean Inamed Corporation, a Delaware corporation.  (k)       Eligible
Employee shall mean any officer or other key employee of the Company or a
Subsidiary designated by the Board or Committee as eligible to receive Options
subject to the conditions set forth herein.  (l)        Exchange
Act shall mean the Securities Exchange Act of 1934, as amended.  (m)      Fair
Market Value shall mean the fair market value of the Shares as determined by
the Committee in its sole discretion; provided, however, that (A)
if the Shares are admitted to trading on a national securities exchange, Fair
Market Value on any date shall be the last sale price reported for the Shares
on such exchange on such date or on the last date preceding such date on which
a sale was reported, (B) if the Shares are admitted to quotation on the NASDAQ
stock market (NASDAQ) or other comparable quotation system and have been
designated as a National Market System (NMS) security, Fair Market Value on
any date shall be the last sale price reported for the Shares on such system on
such date or on the last day preceding such date on which a sale was reported,
or (C) if the Shares are admitted to quotation on NASDAQ and have not been
designated a NMS security, Fair Market Value on any date shall be the average
of the highest bid and lowest asked prices of the Shares on such system on such
date.  (n)       Incentive
Stock Option shall mean an Incentive Stock Option within the meaning of
Section 422 of the Code.  (o)       Nonqualified
Stock Option shall mean an option that is not an Incentive Stock Option.  (p)       Option
shall mean a Nonqualified Stock Option.  (q)       Optionee
shall mean an Eligible Employee, nonemployee director or consultant of the
Company or a Subsidiary who has been granted an Option under the Plan.  (r )       Person
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(d) and 14(d) thereof.  3 
   (s)       Plan
shall mean the Inamed Corporation 2000 Stock Option Plan, as amended from time
to time.  (t)        Shares
shall mean shares of the common stock, $.01 par value, of the Company
(including any new, additional or different stock or securities resulting from
a Change in Capitalization).  (u)       Subsidiary
shall mean any corporation in an unbroken chain of corporations, beginning with
the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.  3.           Administration.  (a)          The Plan shall be
administered by the Committee, which shall hold meetings at such times as may
be necessary for the proper administration of the Plan.  The Committee shall keep minutes of its
meetings.  A majority of the Committee
shall constitute a quorum and a majority of a quorum may authorize any
action.  Any decision reduced to writing
and signed by a majority of the members of the Committee shall be fully
effective as if it had been made at a meeting duly held.  No member of the Committee shall be
personally liable for any action, determination or interpretation made in good
faith with respect to the Plan and all members of the Committee shall be fully
indemnified by the Company with respect to any such action, determination or
interpretation.  The Company shall pay
all expenses incurred in the administration of the Plan.  (b)         Subject to the express
terms and conditions set forth herein, the Committee shall have the power from
time to time:  (i)  to determine those Eligible
Employees, nonemployee directors and consultants to whom Options shall be
granted under the Plan and the number of Options, to be granted to each
Eligible Employee, nonemployee directors or consultants and to prescribe the
terms and conditions (which need not be identical) of each Option, including
the purchase price per Share of each Option;  (ii)  to construe and interpret the
Plan and the Options granted hereunder and to establish, amend and revoke rules
and regulations for the administration of the Plan, including, but not limited
to, correcting any defect or supplying any omission, or reconciling any
inconsistency in the Plan  4 
   or in any
Agreement, in the manner and to the extent it shall deem necessary or advisable
to make the Plan fully effective, and all decisions and determinations by the
Committee in the exercise of this power shall be final and binding upon the
Company or a Subsidiary, and the Optionees, as the case may be;  (iii)          generally, to
exercise such powers and to perform such acts as are deemed necessary or
advisable to promote the best interests of the Company with respect to the
Plan.  4.           Shares Subject to
Plan; Limitation on Grants.  (a)          The
maximum number of Shares that may be issued pursuant to Options shall be
550,000 Shares (or the number and kind of shares of stock or other securities
that are substituted for those Shares or to which those Shares are adjusted
upon a Change in Capitalization), and the Company shall reserve for the
purposes of the Plan, out of its authorized but unissued Shares or out of
Shares held in the Companys treasury, or partly out of each, such number of
Shares.  (b)         Whenever
any outstanding Option or portion thereof expires, is cancelled or is otherwise
terminated (other than by exercise of an Option), the Shares allocable to the
unexercised portion of such Option may again be the subject of grants of
Options hereunder.  (c)          The
aggregate number of Shares with respect to which an Option or Options may be
granted to any individual Optionee during any fiscal year shall not exceed
18,000.  5.           Eligibility.  Subject to the provisions of the Plan, the
Committee shall have full and final authority to select those Eligible
Employees, nonemployee directors and consultants who will receive Options
hereunder.  6.           Options.  The Committee may grant Options in
accordance with the Plan, the terms and conditions of which shall be set forth
in an Agreement.  Each Option and
Agreement shall be subject to the following conditions:  (a)          Purchase
Price.  The purchase price or the
manner in which the purchase price is to be determined for Shares under each
Option shall be set forth in the Agreement; provided,  however,
that the Board may, in its sole discretion, at any time prior to the expiration
of an Option, provided that the purchase  5 
   price per Share of an Option
may be lowered if the Board determines that such an adjustment is necessary to
preserve the incentive purpose of such Option.  (b)         Duration.  Options granted hereunder shall be for such
term as the Committee shall determine, provided that no Option shall be
exercisable after the expiration of ten (10) years from the date it is
granted.  The Committee may, subsequent
to the granting of any Option, extend the term thereof but in no event shall
the term as so extended exceed the maximum term provided for in the preceding
sentence.  (c)          Nontransferability.  Unless otherwise set forth in the Agreement,
no Option granted hereunder shall be transferable by an Optionee otherwise than
by will or the laws of descent and distribution, and an Option may be exercised
during the lifetime of such Optionee only by the Optionee or such Optionees
guardian or legal representative.  The
terms of such Option shall be binding upon the beneficiaries, executors,
administrators, heirs and successors of the Optionee.  (d)         Vesting.  Each Option shall become exercisable as
determined by the Board or Committee as set forth in the Agreement.  (e)          Termination
of Employment or Service.  Unless
otherwise set forth in the Agreement, any outstanding Options held by an
Optionee on the date that an Optionee ceases to be employed by the Company or
any Subsidiary (or ceases to serve as a nonemployee director of, or a
consultant to the Company or any Subsidiary) shall terminate as of such
date.  Notwithstanding the foregoing,
the Committee may provide, either at the time an Option is granted or
thereafter, that the Option may be exercised beyond such date, but in no event
beyond the term of the Option.  Without
limiting the generality of the foregoing, unless determined otherwise by the Committee
and reflected in the applicable Agreement, service by an Optionee as a
consultant to the Company which commences immediately upon the termination of
such Optionees employment by the Company (or, if applicable, termination of
such Optionees service as a nonemployee director) shall be treated as
continuous service by such Optionee with the Company for purposes of this Plan,
and Options held by such Optionee shall remain outstanding during such service
as a consultant, subject to the terms of the Agreement and the Plan.  (f)          Method
of Exercise.  The exercise of an
Option shall be made only by a written notice delivered to the Secretary of the
Company at the Companys principal executive office, specifying the number of
Shares to be purchased  6 
   and accompanied by payment
therefor and otherwise in accordance with the Agreement pursuant to which the
Option was granted.  The purchase price
for any Shares purchased pursuant to the exercise of an Option shall be paid in
full upon such exercise either (i) in cash, by certified check or by cashiers
check or (ii) through the delivery of Shares owned by the Optionee for at least
six months prior to the date of exercise having a Fair Market Value equal to the
Option purchase price.  If requested by
the Committee, the Optionee shall deliver the Agreement evidencing the Option
to the Secretary of the Company who shall endorse thereon a notation of such
exercise and return such Agreement to the Optionee.  Not less than 50 Shares may be purchased at any time upon the
exercise of an Option unless the number of Shares so purchased constitutes the
total number of Shares then purchasable under the Option.  (i)           Rights
of Optionees.  No Optionee shall be
deemed for any purpose to be the owner of any Shares subject to any Option
unless and until (i) the Option shall have been exercised pursuant to the terms
thereof, (ii) the Company shall have issued and delivered the Shares to the
Optionee, and (iii) the Optionees name shall have been entered as a
stockholder of record on the books of the Company.  Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such Shares.  7.           Adjustment Upon
Changes in Capitalization.  (a)          In
the event of a Change in Capitalization, the Committee shall conclusively
determine the appropriate adjustments, if any, to the maximum number and class
of shares of stock with respect to which Options may be granted under the Plan,
the number and class of shares of stock as to which Options have been granted
under the Plan, and the purchase price therefor, if applicable.  (b)         In
the event the outstanding Shares shall be changed into or exchanged for any
other class or series of capital stock or cash, securities or other property
pursuant to a recapitalization, reclassification, merger, consolidation,
combination or similar transaction, then each Option shall thereafter become
exercisable for the number and/or kind of capital stock, and/or the amount of
cash, securities or other property so distributed, into which the Shares
subject to the Option would have been changed or exchanged had the Option been
exercised in full prior to such transaction, provided that, if the kind or
amount of capital stock or cash, securities or other property received in such
transaction is not the same for each outstanding Share, then the kind or amount
of capital stock or cash, securities or other property for which the Option
shall thereafter become exercisable shall be the kind and amount so receivable
per Share by a plurality of the Shares, and provided further that,  7 
   if necessary, the provisions of
the Option shall be appropriately adjusted so as to be applicable, as nearly as
may reasonably be, to any shares of capital stock, cash, securities or other
property thereafter issuable or deliverable upon exercise of the Option.  8.           Termination and
Amendment of the Plan.  The Plan
shall terminate on the day preceding the tenth anniversary of its effective
date, except with respect to Options outstanding on such date, and no Options
may be granted thereafter, but then-outstanding Options shall be
unaffected.  The Board may sooner
terminate or amend the Plan at any time, and from time to time; provided,
however, that, except as provided in Section 7 hereof, no amendment shall be
effective unless approved by the stockholders of the Company if and to the
extent that the Board determines such approval is appropriate for purposes of
satisfying Section 162(m) of the Code or any other law, regulation or stock
exchange rule.  Except as provided in
Section 7 hereof, rights and obligations under any Option granted before any
amendment of the Plan shall not be adversely altered or impaired by such
amendment, except with the consent of the Optionee.  9.           Nonexclusivity of
the Plan.  The adoption of the Plan
by the Board shall not be construed as amending, modifying or rescinding any
previously approved incentive arrangement or as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem
desirable, including, without limitation, the granting of stock options
otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.  10.         Limitation of
Liability.  As illustrative of the
limitations of liability of the Company, but not intended to be exhaustive
thereof, nothing in the Plan shall be construed to:  (a)          give
any person any right to be granted an Option other than at the sole discretion
of the Board or the Committee;  (b)         give
any person any rights whatsoever with respect to Shares except as specifically
provided in the Plan;  (c)          limit
in any way the right of the Company or its Subsidiaries to terminate the employment
of any person at any time; or  (d)         be
evidence of any agreement or understanding, expressed or implied, that the
Company or its Subsidiaries will employ any person in  8 
   any particular position, at any particular rate of compensation or for
any particular period of time.  11.         Regulations and
Other Approvals; Governing Law.  (a)          The Plan and the
rights of all persons claiming hereunder shall be construed and determined in
accordance with the laws of the State of Delaware without giving effect to the
choice of law principles thereof.  (b)         The obligation of the
Company to sell or deliver Shares with respect to Options granted under the
Plan shall be subject to all applicable laws, rules and regulations, including
all applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by
the Committee.  (c)          Except as otherwise
provided in Section 8, the Board may make such changes as may be necessary or
appropriate to comply with the rules and regulations of any government
authority.  (d)         Each Option is subject
to the requirement that, if at any time the Committee determines, in its
absolute discretion, that the listing, registration or qualification of Shares
issuable pursuant to the Plan is required by any securities exchange or under
any state or federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of, or in connection
with, the grant of an Option, or the issuance of Shares, no Options, shall be
granted or payment made or Shares issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.  12.         Multiple Agreements.  The terms of each Option may differ from
other Options granted under the Plan at the same time, or at any other
time.  The Committee may also grant more
than one Option, to a given Optionee during the term of the Plan, either in
addition to, or in substitution for, one or more Options previously granted to
that Optionee.  The grant of multiple
Options may be evidenced by a single Agreement or multiple Agreements, as
determined by the Committee.  9 
   13          Withholding of
Taxes.  Whenever Shares are to be
delivered pursuant to an Option, the Company shall have the right to require
the Optionee to remit to the Company in cash an amount equal to the amount of
any federal, state and local tax required to be withheld.  With the approval of the Committee, an
Optionee may satisfy the foregoing requirement by electing to have the Company
withhold from delivery Shares having a value equal to the amount of tax to
required to be withheld.  Such shares
shall be valued at their Fair Market Value on the date of which the amount of
tax required to be withheld is determined (the Tax Date).  Fractional share amounts shall be settled in
cash.  Such a withholding election may
be made with respect to all or any portion of the shares to be delivered
pursuant to an Option.  14          Notification of
Election Under Section 83(b) of the Code. 
If any Optionee shall, in connection with the acquisition of Shares
under the Plan, make the election permitted under Section 83(b) of the Code,
such Optionee shall notify the Company of such election within 10 days of
filing notice of the election with the Internal Revenue Service.  15          No Fractional
shares.  No fractional Shares shall
be issued or delivered pursuant to the Plan. 
The Board shall determine whether cash, other Options, or other property
shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.  16          Beneficiary.  An Optionee may file with the Committee a
written designation of a beneficiary on such form as may be prescribed by the
Committee and may, from time to time, amend or revoke such designation.  If no designated beneficiary survives the
Optionee, the executor or administrator of the Optionees estate shall be
deemed to be the Optionees beneficiary.  17          Effective Date.  The effective date of the Plan is January 4,
2000 (the date on which the Board adopted the Plan), subject to the approval of
the Companys shareholders, which must occur within twelve months of the date
the Plan is adopted by the Board.  10