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                                                                   EXHIBIT 10.30


                             EQUITY MARKETING, INC.
                                STOCK OPTION PLAN


     1. PURPOSE. The purpose of the Equity Marketing, Inc. Stock Option Plan
(the "Plan") is to enable Equity Marketing, Inc. (the "Company") and its
stockholders to secure the benefits of common stock ownership by key personnel
of the Company and its subsidiaries. The Board of Directors of the Company (the
"Board") believes that the granting of options under the Plan will foster the
Company's ability to attract, retain and motivate those individuals who will be
largely responsible for the profitability and long-term future growth of the
Company.

     2. STOCK SUBJECT TO THE PLAN. The Company may issue and sell a total of
1,640,000 shares of its common stock (the "Common Stock"), pursuant to the Plan.
Such shares may be either authorized and unissued or held by the Company in its
treasury. New options may be granted under the Plan with respect to shares of
Common Stock which are covered by the unexercised portion of an option which has
terminated or expired by its terms, by cancellation or otherwise.

     3. ADMINISTRATION. The Plan will be administered by the Board, or at the
discretion of the Board, a committee (the "Committee") consisting of at least
two directors appointed by and serving at the pleasure of the Board. If the Plan
is administered by the Board, references in the Plan to the "Committee" shall
mean the "Board". [If the Company is covered by Section 16 of the Securities
Exchange Act of 1934, then, unless the Board determines otherwise, the members
of the Committee will be "disinterested directors" within the meaning and for
the purposes of Rule 16(b)-3 under said Act.] Subject to the provisions of the
Plan, the Committee, acting in its sole and absolute discretion, will have full
power and authority to grant options under the Plan, to interpret the provisions
of the Plan, to fix and interpret the provisions of option agreements made under
the Plan, to supervise the administration of the Plan, and to take such other
action as may be necessary or desirable in order to carry out the provisions of
the Plan. A majority of the members of the Committee will constitute a quorum.
The Committee may act by the vote of a majority of its members present at a
meeting at which there is a quorum or by unanimous written consent. The decision
of the Committee as to any disputed question, including questions of
construction, interpretation and administration, will be final and conclusive on
all persons. The Committee will keep a record of its proceedings and acts and
will keep or cause to be kept such books and records as may be necessary in
connection with the proper administration of the Plan.

     4. ELIGIBILITY. Options may be granted under the Plan to present or future
key employees of the Company or a subsidiary of the Company (a "Subsidiary")
within the meaning of Section 424(f) of the Internal Revenue Code of 1986 (the
"Code"), and to consultants to the Company or a Subsidiary who are not
employees. Options may also be granted to directors of the Company who are not
employees of or consultants to the Company and/or a Subsidiary. Subject to the
provisions of the Plan, the Committee may from time to time select the persons
to whom options will be granted, and will fix the number of shares covered by
each such option and establish the terms and conditions thereof (including,
without limitation, the exercise price, restrictions on exercisability of the
option and/or on the disposition of the shares of Common Stock issued upon
exercise thereof, and whether or not the option is to be treated as an incentive
stock option within the meaning of Section 422 of the Code (an "Incentive Stock
Option").

     5. TERMS AND CONDITIONS OF OPTIONS. Each option granted under the Plan will
be evidenced by a written agreement in a form approved by the Committee. Each
such option will be subject to the terms and conditions set forth in this
paragraph and such additional terms and conditions not inconsistent with the
Plan as the Committee deems appropriate. No person may receive options to
purchase more than 500,000 shares of Common Stock under the Plan.

        (a) OPTION EXERCISE PRICE. In the case of an option which is not treated
as an Incentive Stock Option, the exercise price per share may not be less than
the par value of a share of Common Stock on the date the option is granted; and,
in the case of an Incentive Stock Option, the exercise price per share may not
be less than 100% of the fair market value of a share of Common Stock on the
date the option is granted (110% in the case of an optionee who, at the time the
option is granted,




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owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or a Subsidiary (a "ten percent shareholder")).
For purposes hereof, the fair market value of a share of Common Stock on any
date will be equal to the closing sale price per share as published by a
national securities exchange on which shares of the Common Stock are traded on
such date or, if there is no sale of Common Stock on such date, the average of
the bid and asked prices on such exchange at the closing of trading on such date
or, if shares of the Common Stock are not listed on a national securities
exchange on such date, the closing price or, if none, the average of the bid and
asked prices in the over the counter market at the close of trading on such
date, or if the Common Stock is not traded on a national securities exchange or
the over the counter market, the fair market value of a share of the Common
Stock on such date as determined in good faith by the Committee.

        (b) OPTION PERIOD. The period during which an option may be exercised
will be fixed by the Committee and will not exceed ten years from the date the
option is granted (five years in the case of an Incentive Stock Option granted
to a "ten percent shareholder").

        (c) EXERCISE OF OPTIONS. No option will become exercisable unless the
person to whom the option is granted remains in the continuous employ or service
of the Company or a Subsidiary for at least one year (or for such other period
as the Committee may designate) from the date the option is granted. The
Committee will determine and will set forth in the option agreement any vesting
or other restrictions on the exercisability of the option, subject to any
earlier termination of the option required hereunder. All or part of the
exercisable portion of an option may be exercised at any time during the option
period. [except that, without the consent of the Committee, no partial exercise
of an option may be for less than 25% of the number of shares originally covered
by the option.] An option may be exercised by transmitting to the Company (1) a
written notice specifying the number of shares to be purchased, and (2) payment
of the exercise price in cash or by personal check or by such other means or in
such other manner of payment as the Committee may permit, together with the
amount, if any, deemed necessary by the Committee to enable the Company to
satisfy its income tax withholding obligations with respect to such exercise
(unless other arrangements acceptable to the Company are made with respect to
the satisfaction of such withholding obligations).

        (d) PAYMENT OF EXERCISE PRICE. The purchase price of shares of Common
Stock acquired pursuant to the exercise of an option granted under the Plan may
be paid in cash and/or such other form of payment as may be permitted under the
option agreement, including, without limitation, previously-owned shares of
Common Stock.

        (e) RIGHTS AS A STOCKHOLDER. No shares of Common Stock will be issued in
respect of the exercise of an option granted under the Plan until full payment
therefor has been made. The holder of an option will have no rights as a
stockholder with respect to any shares covered by an option until the date a
stock certificate for such shares is issued to him or her. Except as otherwise
provided herein, no adjustments shall be made for dividends or distributions of
other rights for which the record date is prior to the date such stock
certificate is issued.

        (f) NONTRANSFERABILITY OF OPTIONS. No option shall be assignable or
transferable except upon the optionee's death to a beneficiary designated by the
optionee in accordance with procedures established by the Committee or, if no
designated beneficiary shall survive the optionee, pursuant to the optionee's
will or by the laws of descent and distribution. During an optionee's lifetime,
options may be exercised only by the optionee or the optionee's guardian or
legal representative.

        (g) TERMINATION OF EMPLOYMENT OR OTHER SERVICE. Unless extended by the
Committee, if an optionee ceases to be employed by or to perform services for
the Company and any Subsidiary for any reason other than death or disability
(defined below), then each outstanding option granted to him or her under the
Plan will terminate on the date of such termination of employment or service,
or, if the optionee's employment is terminated by the Company without cause
(defined below), three months after such date. If an optionee's employment or
service is terminated by reason of the optionee's death or disability (or if the
optionee's employment or service is terminated by reason of his or her
disability and the optionee dies within one year after such termination of
employment or service), then each outstanding option granted to the optionee
under the Plan will terminate on the date one year after the date of such
termination of employment or service (or one year after the later death of a
disabled optionee) or, if earlier, the date specified in the option agreement.
For purposes hereof, the term




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"disability" means the inability of an optionee to perform the customary duties
of his or her employment or other service for the Company or a Subsidiary by
reason of a physical or mental incapacity which is expected to result in death
or be of indefinite duration; and the term "cause" means (1) failure or refusal
by optionee to perform the duties of his or her employment with the Company, (2)
commission by the optionee of a crime involving moral turpitude, or (3) the
optionee's dishonesty or willful engagement in conduct which is injurious to the
business or reputation of the Company, all as determined by the Board in its
sole discretion.

        [(h) Transfer Restrictions; Repurchase Option. Notwithstanding anything
to the contrary contained herein, Common Stock acquired pursuant to the exercise
of an option shall not be transferable without the consent of the Board (acting
in its sole and absolute discretion) until the earliest of (a) the date on which
the Company completes its first offering of stock pursuant to a registration
statement under the Securities Act of 1933, as amended, with a minimum net
proceeds to the Company and/or its controlling stockholders of $10 million; (b)
the date on which occurs an Exchange Transaction (as defined in paragraph 6(c))
in respect of which the stockholders of the Company receive stock in another
company which is traded on a national securities exchange or in the over the
counter market; or (c) the date immediately following the date on which the
Company's repurchase option (described in the next sentence) expires. Until the
first anniversary of the date of the termination of an optionee's employment
with the Company and its Subsidiaries (or, if later, the first anniversary of
the date his or her option is exercised), the Company (or its designee) shall
have the right, exercisable in its sole discretion, to purchase from the
optionee (or the successor of a deceased optionee, as the case may be) all of
the shares of Common Stock acquired by the optionee (or by the optionee's
successor), to the extent such shares are otherwise nontransferable in
accordance with the preceding sentence, for a purchase price equal to the fair
market value of such shares as determined by the Company. At the election of the
Company, all or part of such purchase price may be payable in substantially
equal annual or more frequent installments over a period not to exceed five
years, together with interest at least equal to the Citibank, N.A. prime rate in
effect on the date the Company's repurchase option is exercised.]

        (h) [i] OTHER PROVISIONS. The Committee may impose such other conditions
with respect to the exercise of options, including, without limitation, any
conditions relating to the application of federal or state securities laws, as
it may deem necessary or advisable.

     6. Capital Changes, Reorganization, Sale.

        (a) ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number and
class of shares for which options may be granted under the Plan, the number and
class of shares covered by each outstanding option and the exercise price per
share shall all be adjusted proportionately or as otherwise appropriate to
reflect any increase or decrease in the number of issued shares of Common Stock
resulting from a split-up or consolidation of shares or any like capital
adjustment, or the payment of any stock dividend, and/or to reflect a change in
the character or class of shares covered by the Plan arising from a readjustment
or recapitalization of the Company's capital stock.

        (b) CASH, STOCK OR OTHER PROPERTY FOR STOCK. Except as otherwise
provided in this subparagraph, in the event of an Exchange Transaction (as
defined below), all optionees will be permitted to exercise their outstanding
options in whole or in part (whether or not otherwise exercisable) immediately
prior to such Exchange Transaction, and any outstanding options which are not
exercised before the Exchange Transaction will thereupon terminate.
Notwithstanding the preceding sentence, if, as part of the Exchange Transaction,
the stockholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their shares of Common Stock, and if the
Board, in its sole discretion, so directs, then all outstanding options will be
converted into options to purchase shares of Exchange Stock. The amount and
price of converted options will be determined by adjusting the amount and price
of the options granted hereunder on the same basis as the determination of the
number of shares of Exchange Stock the holders of Common Stock will receive in
the Exchange Transaction and, unless the Board determines otherwise, the vesting
conditions with respect to the converted options will be substantially the same
as the vesting conditions set forth in the original option agreement.

        (c) DEFINITION OF EXCHANGE TRANSACTION. For purposes hereof, the term
"Exchange Transaction" means a merger (other than a merger of the Company in
which the holders of




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Common Stock immediately prior to the merger have the same proportionate
ownership of Common Stock in the surviving corporation immediately after the
merger), consolidation, acquisition of property or stock, separation,
reorganization (other than a mere reincorporation or the creation of a holding
company), liquidation of the Company or any other similar transaction or event
so designated by the Board in its sole discretion, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock.

        (d) FRACTIONAL SHARES. In the event of any adjustment in the number of
shares covered by any option pursuant to the provisions hereof, any fractional
shares resulting from such adjustment will be disregarded, and each such option
will cover only the number of full shares resulting from the adjustment.

        (e) DETERMINATION OF BOARD TO BE FINAL. All adjustments under this
paragraph 6 shall be made by the Board, and its determination as to what
adjustments shall be made, and the extent thereof, shall be final, binding and
conclusive.

     7. AMENDMENT AND TERMINATION OF THE PLAN. The Board may amend or terminate
the Plan. Except as otherwise provided in the Plan with respect to equity
changes, any amendment which would increase the aggregate number of shares of
Common Stock as to which options may be granted under the Plan, materially
increase the benefits under the Plan, or modify the class of persons eligible to
receive options under the Plan shall be subject to the approval of the Company's
stockholders. No amendment or termination may affect adversely any outstanding
option without the written consent of the optionee.

     8. NO RIGHTS CONFERRED. Nothing contained herein will be deemed to give any
individual any right to receive an option under the Plan or to be retained in
the employ or service of the Company or any Subsidiary.

     9. GOVERNING LAW. The Plan and each option agreement shall be governed by
the laws of the State of California.

     10. DECISIONS AND DETERMINATIONS OF COMMITTEE TO BE FINAL. Except to the
extent rights or powers under this Plan are reserved specifically to the
discretion of the Board, all decisions and determinations of the Committee are
final and binding.

     11. TERM OF THE PLAN. The Plan shall be effective as of January 1, 1992,
the date on which it was adopted by the Board and approved by the stockholders
of the Company. The Plan will terminate on December 31, 2001, the date ten years
after the date of adoption, unless sooner terminated by the Board. The rights of
optionees under options outstanding at the time of the termination of the Plan
shall not be affected solely by reason of the termination and shall continue in
accordance with the terms of the option (as then in effect or thereafter
amended).