EXHIBIT 10.2


                                   APPENDIX B

                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.
                                  AMENDMENT TO
                         RESTATED 1997 STOCK OPTION PLAN
                                  ("1997 PLAN")

I.       Section 2 of the 1997 Plan was amended, effective March 4, 2002 subject
         to shareholder approval, to add 200,000 shares to the 1997 Plan,
         bringing the total number of shares of Common Stock subject to the 1997
         Plan to 600,000. To the extent that this amendment is not approved by
         the shareholders of the Company prior to March 3, 2003, these
         additional 200,000 shares may only be used for the grant of
         nonqualified options (whether pursuant to Section 4 or Section 6 of the
         1997 Plan).