As filed with the Securities and Exchange Commission on June 24, 1996
                                                     Registration No. 333-____


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

                                 BAREFOOT INC.
            (Exact name of registrant as specified in its charter)

             Delaware                                   31-1265715
- -------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

  450 West Wilson Bridge Road, Worthington, Ohio              43085
- ------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                (Zip Code)

           Barefoot Inc. Amended and Restated 1989 Stock Option Plan
                           (Full title of the plan)
 
                                                Copy to:
Elizabeth Turrell Farrar, Esq.                  Patrick J. Norton
Vorys, Sater, Seymour and Pease                 Barefoot Inc.
52 East Gay Street                              450 West Wilson Bridge Road
Columbus, Ohio 43215                            Worthington, Ohio  43085
(Name and address of agent for service)

                                (614) 464-5607
         (Telephone number, including area code, of agent for service)

- ------------------------------------------------------------------------------
                        Calculation of Registration Fee
- ------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         maximum          maximum
securities        Amount         offering         aggregate      Amount of
to be             to be          price            offering       registration
registered        registered     per unit (1)     price (1)      fee
- ------------------------------------------------------------------------------
Common Stock,     500,000        $11.75 for       $5,365,000     $1,850
$.01 Par Value                   20,000 shares;
                                 $10.6875 for
                                 480,000 shares

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of:  (a) $11.75  per share for  20,000 of the  shares to be
      registered,  which is the price at which  options  granted  to  purchase
      such shares may be exercised;  and (b) $10.6875 per share for 480,000 of
      the shares to be  registered  which will  subject to options  granted in
      the future,  which price is the average of the high and low sales prices
      of the Common  Stock as reported on The Nasdaq  Stock Market on June 19,
      1996.

                              Page 1 of 38 Pages.
       Exhibit Index at Page II-13 (Page 14 as sequentially numbered).



<PAGE>


- ------------------------------------------------------------------------------
                                     II-14
- ------------------------------------------------------------------------------
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

            The  Transition  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995 of Barefoot  Inc. (the  "Registrant")  and all other reports
filed with the Securities and Exchange Commission (the "Commission")  pursuant
to the  requirements  of  Section  13(a) or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since that date are
hereby incorporated by reference.

            The description of the Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A (File No. 0-19602) filed with
the  Commission  on October 21, 1991,  which  incorporates  by  reference  the
description of the  Registrant's  Common Stock contained in Amendment No. 2 to
the  Registrant's   Registration  Statement  on  Form  S-1  (Registration  No.
33-42633) filed with the Commission on October 16, 1991 and the description of
the Registrant's Series A Junior Participating Preferred Share Purchase Rights
contained in the Registrant's Current Report on Form 8-K dated April 11, 1995,
or  contained in any  subsequent  amendment or report filed for the purpose of
updating such descriptions, are hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant  to Section 14 of the  Exchange  Act and all  documents  which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act  subsequent to the date hereof and prior to the completion of the offering
contemplated  hereby,  shall  also be  deemed  to be  incorporated  herein  by
reference  and to be  made a part  hereof  from  the  date of  filing  of such
documents;  provided, however, that no report of the compensation committee of
the Board of Directors of the  Registrant  on  executive  compensation  and no
performance  graph included in any Proxy  Statement or  Information  Statement
filed  pursuant  to  Section  14 of the  Exchange  Act  shall be  deemed to be
incorporated by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not Applicable.



<PAGE>


Item 6.  Indemnification of Directors and Officers.

            Article  IX of  the  Restated  Certificate  of  Incorporation,  as
amended,  of the  Registrant  limits the  liability of directors to the extent
permitted by the General Corporation Law of Delaware. Article IX provides:

            To the fullest extent permitted by the General  Corporation Law of
            the  State of  Delaware  as the same  exists or may  hereafter  be
            amended,  a director  of this  Company  shall not be liable to the
            Company or its  stockholders  for monetary damages for a breach of
            fiduciary duty as a director.  Any repeal or  modification of this
            Article IX shall not adversely affect any right or protection of a
            director  of the  Company  existing  at the time of such repeal or
            modification.

            Section 102(b)(7) of the Delaware General  Corporation Law permits
the  Registrant  to  include  a  provision  in  its  Restated  Certificate  of
Incorporation  eliminating or limiting the personal liability of a director to
the  Registrant  or its  stockholders  for  monetary  damages  for a breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the  liability  of a director:  (i) for any breach of the  director's
duty of  loyalty  to the  Registrant  or its  stockholders;  (ii)  for acts or
omissions  not in good  faith or which  involve  intentional  misconduct  or a
knowing  violation of law;  (iii) under  Section 174 of the  Delaware  General
Corporation  Law; or (iv) for any transaction  from which the director derived
an improper personal benefit.

            Article V of the Restated  By-Laws of the  Registrant  governs the
indemnification   of  officers,   directors,   employees  and  agents  of  the
Registrant. Article V provides:

            Section 1. Nature of  Indemnity.  Each person who was or is made a
      party  or is  threatened  to be made a party  to or is  involved  in any
      action, suit or proceeding,  whether civil, criminal,  administrative or
      investigative  (hereinafter a "proceeding"),  by reason of the fact that
      he or she, or a person of whom he or she is the legal representative, is
      or was a director or officer of the  corporation or is or was serving at
      the  request  of  the  corporation  as a  director,  officer,  employee,
      fiduciary,  or agent of another  corporation or of a partnership,  joint
      venture,  trust  or other  enterprise,  shall  be  indemnified  and held
      harmless by the  corporation to the fullest extent which it is empowered
      to do so by the General Corporation Law of the State of Delaware, as the
      same exists or may hereafter be amended, against all expense,  liability
      and loss (including attorneys' fees) actually and reasonably incurred by
      such person in connection with such proceeding, and such indemnification
      shall  inure  to  the  benefit  of  his  or  her  heirs,  executors  and
      administrators; provided, however, that, except as provided in Section 2
      hereof,   the  corporation  shall  indemnify  any  such  person  seeking
      indemnification in connection with a proceeding initiated by such person
      only if such  proceeding was authorized by the Board of Directors of the
      corporation.  The right to  indemnification  conferred in this Article V
      shall be a contract right and, subject to Sections 2 and 5 hereof, shall
      include the right to be paid by the corporation the expenses incurred in
      defending any such proceeding in advance of its final  disposition.  The
      corporation   may,  by  action  of  its  Board  of  Directors,   provide
      indemnification to employees and agents of the corporation with the same
      scope and  effect as the  foregoing  indemnification  of  directors  and
      officers.

            Section  2.  Procedure  for   Indemnification   of  Directors  and
      Officers.   Any   indemnification  of  a  director  or  officer  of  the
      corporation  under  Section 1 of this  Article V or advance of  expenses
      under  Section 5 of this  Article V shall be made  promptly,  and in any
      event  within 30 days,  upon the  written  request  of the  director  or
      officer.  If a  determination  by the  corporation  that the director or
      officer is entitled  to  indemnification  pursuant to this  Article V is
      required,  and the  corporation  fails to  respond  within  60 days to a
      written request for indemnity,  the corporation  shall be deemed to have
      approved the request.  If the  corporation  denies a written request for
      indemnification  or advancing of  expenses,  in whole or in part,  or if
      payment in full pursuant to such request is not made within 30 days, the
      right to  indemnification or advances as granted by this Article V shall
      be  enforceable  by the  director  or officer in any court of  competent
      jurisdiction.  Such person's  costs and expenses  incurred in connection
      with successfully  establishing his or her right to indemnification,  in
      whole or in part,  in any such action shall also be  indemnified  by the
      corporation.  It shall be a defense to any such  action  (other  than an
      action brought to enforce a claim for expenses incurred in defending any
      proceeding  in  advance  of its final  disposition  where  the  required
      undertaking  if any,  has been  tendered  to the  corporation)  that the
      claimant has not met the standards of conduct which make it  permissible
      under  the  General  Corporation  Law of the State of  Delaware  for the
      corporation  to indemnify the claimant for the amount  claimed,  but the
      burden of such defense shall be on the corporation.  Neither the failure
      of the corporation (including its Board of Directors,  independent legal
      counsel,  or its stockholders) to have made a determination prior to the
      commencement  of such action  that  indemnification  of the  claimant is
      proper in the  circumstances  because  he or she has met the  applicable
      standard  of conduct  set forth in the  General  Corporation  Law of the
      State  of  Delaware,  nor an  actual  determination  by the  corporation
      (including its Board of Directors,  independent  legal  counsel,  or its
      stockholders) that the claimant has not met such applicable  standard of
      conduct,  shall be a defense to the action or create a presumption  that
      the claimant has not met the applicable standard of conduct.

            Section 3. Article Not  Exclusive.  The rights to  indemnification
      and the  payment of  expenses  incurred in  defending  a  proceeding  in
      advance of its final  disposition  conferred in this Article V shall not
      be  exclusive  of any other right which any person may have or hereafter
      acquire   under  any   statute,   provision   of  the   Certificate   of
      Incorporation,  By-Law, agreement, vote of stockholders or disinterested
      directors or otherwise.

            Section 4.  Insurance.  The  corporation may purchase and maintain
      insurance  on its own behalf and on behalf of any person who is or was a
      director,  officer, employee,  fiduciary, or agent of the corporation or
      was serving at the request of the  corporation  as a director,  officer,
      employee or agent of another  corporation,  partnership,  joint venture,
      trust or other enterprise  against any liability asserted against him or
      her and incurred by him or her in any such capacity,  whether or not the
      corporation  would have the power to indemnify  such person against such
      liability  under this Article V or under the General  Corporation Law of
      the State of Delaware.

            Section 5. Expenses. Expenses (including attorneys' fees) incurred
      by any person  described in Section 1 of this Article V in defending any
      civil,  criminal,   administrative  or  investigative  action,  suit  or
      proceeding  shall be paid by the  corporation  in  advance  of the final
      disposition  of such  action,  suit or  proceeding  upon  receipt  of an
      undertaking  by or on behalf of the  director  or  officer to repay such
      amount  if it  shall  ultimately  be  determined  that  he or she is not
      entitled to be indemnified by the corporation. Such expenses incurred by
      other  employees  and  agents  may  be  so  paid  upon  such  terms  and
      conditions, if any, as the Board of Directors deems appropriate.

            Section 6.  Employees  and Agents.  Persons who are not covered by
      the foregoing provisions of this Article V and who are or were employees
      or agents of the corporation,  or who are or were serving at the request
      of the  corporation  as  employees  or  agents of  another  corporation,
      partnership,   joint  venture,   trust  or  other  enterprise,   may  be
      indemnified to the extent authorized at any time or from time to time by
      the Board of Directors.

            Section 7. Contract Rights. The provisions of this Article V shall
      be  deemed to be a  contract  right  between  the  corporation  and each
      director  or officer  who serves in any such  capacity at any time while
      this Article V and the relevant  provisions  of the General  Corporation
      Law of the State of Delaware or other applicable law are in effect,  and
      any repeal or  modification  of this Article V or any such law shall not
      affect any rights or obligations then existing with respect to any state
      of facts or proceeding then existing.

            Section 8. Merger or  Consolidation.  For purposes of this Article
      V,  references to "the  corporation"  shall include,  in addition to the
      resulting  corporation,   any  constituent  corporation  (including  any
      constituent  of a  constituent)  absorbed in a  consolidation  or merger
      which, if its separate existence had continued, would have had power and
      authority to indemnify its directors, officers, and employees or agents,
      so that any person who is or was a director,  officer, employee or agent
      of such constituent corporation,  or is or was serving at the request of
      such constituent corporation as a director,  officer,  employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust or other
      enterprise,  shall stand in the same position  under this Article V with
      respect to the  resulting  or surviving  corporation  as he or she would
      have  with  respect  to such  constituent  corporation  if its  separate
      existence had continued.

            Section 145 of the  Delaware  General  Corporation  Law  addresses
indemnification by a corporation and provides as follows:

            (a) A  corporation  may indemnify any person who was or is a party
      or is  threatened  to be  made a party  to any  threatened,  pending  or
      completed  action,   suit  or  proceeding,   whether  civil,   criminal,
      administrative or investigative (other than an action by or in the right
      of the  corporation) by reason of the fact that he is or was a director,
      officer,  employee or agent of the corporation,  or is or was serving at
      the request of the corporation as a director, officer, employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust or other
      enterprise,  against expenses  (including  attorneys' fees),  judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      him in  connection  with such action,  suit or proceeding if he acted in
      good  faith  and in a  manner  he  reasonably  believed  to be in or not
      opposed to the best interests of the  corporation,  and, with respect to
      any criminal  action or proceeding,  had no reasonable  cause to believe
      his  conduct  was  unlawful.  The  termination  of any  action,  suit or
      proceeding by judgment, order, settlement, conviction, or upon a plea of
      nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
      presumption  that the  person  did not act in good faith and in a manner
      which  he  reasonably  believed  to be in or not  opposed  to  the  best
      interests of the  corporation,  and, with respect to any criminal action
      or  proceeding,  had  reasonable  cause to believe  that his conduct was
      unlawful.

            (b) A  corporation  may indemnify any person who was or is a party
      or is  threatened  to be  made a party  to any  threatened,  pending  or
      completed  action  or  suit by or in the  right  of the  corporation  to
      procure a judgment  in its favor by reason of the fact that he is or was
      a director,  officer, employee or agent of the corporation, or is or was
      serving  at the  request  of the  corporation  as a  director,  officer,
      employee or agent of another  corporation,  partnership,  joint venture,
      trust or other enterprise against expenses  (including  attorneys' fees)
      actually and reasonably  incurred by him in connection  with the defense
      or  settlement of such action or suit if he acted in good faith and in a
      manner  he  reasonably  believed  to be in or not  opposed  to the  best
      interests of the corporation and except that no indemnification shall be
      made in respect of any  claim,  issue or matter as to which such  person
      shall have been adjudged to be liable to the corporation unless and only
      to the  extent  that the Court of  Chancery  or the court in which  such
      action  or suit was  brought  shall  determine  upon  application  that,
      despite  the   adjudication   of  liability  but  in  view  of  all  the
      circumstances of the case, such person is fairly and reasonably entitled
      to indemnity for such expenses which the Court of Chancery or such other
      court shall deem proper.

            (c) To the extent that a director, officer, employee or agent of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section,  or in defense of any claim,  issue or matter therein,  he
      shall  be  indemnified  against  expenses  (including  attorneys'  fees)
      actually and reasonably incurred by him in connection therewith.

            (d)  Any  indemnification  under  subsections  (a) and (b) of this
      section  (unless  ordered by a court)  shall be made by the  corporation
      only as  authorized  in the  specific  case  upon a  determination  that
      indemnification of the director, officer, employee or agent is proper in
      the circumstances  because he has met the applicable standard of conduct
      set forth in subsections (a) and (b) of this section. Such determination
      shall  be  made  (1) by a  majority  vote of the  directors  who are not
      parties to such  action,  suit or  proceeding,  even  though less than a
      quorum,  or (2) if there are no such directors,  or if such directors so
      direct, by independent legal counsel in a written opinion, or (3) by the
      stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
      director  in  defending   any  civil,   criminal,   administrative,   or
      investigative  action, suit or proceeding may be paid by the corporation
      in advance of the final  disposition of such action,  suit or proceeding
      upon  receipt  of an  undertaking  by or on behalf of such  director  or
      officer to repay such amount if it shall  ultimately be determined  that
      he is not entitled to be indemnified by the corporation as authorized in
      this section.  Such expenses  (including  attorneys'  fees)  incurred by
      other  employees  and  agents  may  be  so  paid  upon  such  terms  and
      conditions, if any, as the board of directors deems appropriate.

            (f) The  indemnification  and advancement of expenses provided by,
      or granted pursuant to, the other  subsections of this section shall not
      be  deemed  exclusive  of  any  other  rights  to  which  those  seeking
      indemnification  or  advancement  of expenses may be entitled  under any
      by-law,  agreement,  vote of stockholders or disinterested  directors or
      otherwise,  both as to action in his official  capacity and as to action
      in another capacity while holding such office.

            (g) A  corporation  shall  have  power to  purchase  and  maintain
      insurance  on behalf of any  person who is or was a  director,  officer,
      employee  or  agent  of the  corporation,  or is or was  serving  at the
      request of the corporation as a director,  officer, employee or agent of
      another  corporation,   partnership,   joint  venture,  trust  or  other
      enterprise  against any liability  asserted  against him and incurred by
      him in any such capacity,  or arising out of his status as such, whether
      or not the  corporation  would have the power to  indemnify  him against
      such liability under this section.

            (h) For purposes of this section,  references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation  (including any constituent of a constituent)  absorbed in a
      consolidation or merger which, if its separate  existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and  employees  or agents,  so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such  constituent  corporation  as a director,
      officer,  employee or agent of another corporation,  partnership,  joint
      venture,  trust or other  enterprise,  shall stand in the same  position
      under  this  section   with  respect  to  the   resulting  or  surviving
      corporation   as  he  would  have  with  respect  to  such   constituent
      corporation if its separate existence had continued.

            (i)  For   purposes  of  this   section,   references   to  "other
      enterprises" shall include employee benefit plans; references to "fines"
      shall include any excise taxes  assessed on a person with respect to any
      employee  benefit plan; and references to "serving at the request of the
      corporation" shall include any service as a director,  officer, employee
      or agent  of the  corporation  which  imposes  duties  on,  or  involves
      services by, such director,  officer, employee, or agent with respect to
      an employee  benefit plan, its  participants,  or  beneficiaries;  and a
      person who acted in good faith and in a manner he reasonably believed to
      be in the interest of the participants and  beneficiaries of an employee
      benefit  plan shall be deemed to have acted in a manner "not  opposed to
      the best interests of the corporation" as referred to in this section.

            (j) The  indemnification  and advancement of expenses provided by,
      or granted pursuant to, this section shall,  unless  otherwise  provided
      when  authorized or ratified,  continue as to a person who has ceased to
      be a director, officer, employee or agent and shall inure to the benefit
      of the heirs, executors and administrators of such a person.

            (k)  The  Court  of  Chancery  is  hereby  vested  with  exclusive
      jurisdiction  to hear and  determine  all  actions  for  advancement  of
      expenses  or  indemnification  brought  under this  section or under any
      bylaw,  agreement,  vote of stockholders or disinterested  directors, or
      otherwise. The Court of Chancery may summarily determine a corporation's
      obligation to advance expenses (including attorneys' fees).

            The  Registrant  has purchased  insurance  coverage under a policy
which insures  directors and officers against certain  liabilities which might
be incurred by them in such capacity.


Item 7.  Exemption from Registration Claimed.

            Not Applicable.


Item 8.  Exhibits.

            See the Exhibit Index attached  hereto and beginning at page II-13
(page 14 as sequentially numbered).


Item 9.  Undertakings.

A.    The undersigned Registrant hereby undertakes:

      (1)   To file,  during  any  period  in which  offers or sales are being
            made, a post-effective amendment to this registration statement:

            (i)    To include any prospectus  required by Section
                   10(a)(3) of the Securities Act of 1933;

            (ii)   To  reflect  in the  prospectus  any  facts or
                   events  arising  after the  effective  date of
                   the   registration   statement  (or  the  most
                   recent   post-effective   amendment   thereof)
                   which,   individually  or  in  the  aggregate,
                   represent   a   fundamental   change   in  the
                   information  set  forth  in  the  registration
                   statement; and

            (iii)  To include any  material  information  with  respect to the
                   plan  of  distribution  not  previously  disclosed  in  the
                   registration  statement  or any  material  change  to  such
                   information in the registration statement;

            provided,  however,  that  paragraphs  A(1)(i) and A(1)(ii) do not
            apply  if  the   information   required   to  be   included  in  a
            post-effective  amendment  by those  paragraphs  is  contained  in
            periodic  reports filed with or furnished to the Commission by the
            Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

      (2)   That,  for the  purpose of  determining  any  liability  under the
            Securities Act of 1933, each such  post-effective  amendment shall
            be  deemed  to be a new  registration  statement  relating  to the
            securities offered therein, and the offering of such securities at
            that time  shall be deemed to be the  initial  bona fide  offering
            thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities  being registered which remain unsold at the
            termination of the offering.

B.    The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of  the   Registrant's   annual  report  pursuant  to  Section 13(a)  or
      Section 15(d)   of  the   Securities   Exchange  Act  of  1934  that  is
      incorporated by reference in the registration  statement shall be deemed
      to be a new registration  statement  relating to the securities  offered
      therein,  and the  offering  of such  securities  at that time  shall be
      deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons  of the  Registrant  pursuant  to the  provisions  described  in
      Item 6 of this Part II,  or otherwise,  the  Registrant has been advised
      that in the  opinion of the  Securities  and  Exchange  Commission  such
      indemnification  is against  public  policy as  expressed in the Act and
      is,   therefore,   unenforceable.   In  the  event   that  a  claim  for
      indemnification  against such liabilities (other than the payment by the
      Registrant  of  expenses  incurred  or paid by a  director,  officer  or
      controlling  person of the Registrant in the  successful  defense of any
      action,  suit or proceeding)  is asserted by such  director,  officer or
      controlling  person in connection with the securities being  registered,
      the  Registrant  will,  unless in the  opinion of its counsel the matter
      has  been  settled  by  controlling  precedent,  submit  to a  court  of
      appropriate  jurisdiction the question whether such  indemnification  by
      it is  against  public  policy  as  expressed  in the  Act  and  will be
      governed by the final adjudication of such issue.



<PAGE>


                                  SIGNATURES

            Pursuant to the  requirements  of the  Securities Act of 1933, the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Worthington,  State of Ohio, on the
24th day of June, 1996.

                                 BAREFOOT INC.


                                    By: /s/ Patrick J. Norton
                                            Patrick J. Norton, President and
                                            Chief Executive Officer



            Pursuant to the  requirements  of the Securities Act of 1933, this
registration  statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 24th day of June, 1996.

Signature                                 Title

Patrick J. Norton*                        President, Chief Executive Officer and
Patrick J. Norton                         Director

Michael R. Goodrich*                      Chief Financial Officer (Principal
Michael R. Goodrich                       Financial Officer and Principal
                                          Accounting Officer)

Donald R. Brattain*                       Director
Donald R. Brattain

J. Martin Erbaugh*                        Director
J. Martin Erbaugh

William R. Griffin*                       Director
William R. Griffin

*By Power of Attorney


/s/ Patrick J. Norton
    Patrick J. Norton
    (Attorney-in-Fact)




<PAGE>


                               INDEX TO EXHIBITS


  Exhibit No.              Description                       Page No.
- -------------     -------------------------       -----------------------------
4(a)              Restated Certificate of         Incorporated herein by
                  Incorporation of Barefoot       reference to Registrant's
                  Inc.                            Quarterly Report on Form 10-Q
                                                  for its fiscal quarter ended
                                                  September 30, 1991 (File
                                                  No. 0-19602) [Exhibit 3.1]

4(b)              Amendment to Restated           Incorporated herein by
                  Certificate of Incorporation    reference to Registrant's
                  dated July 29, 1994             Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  March 31, 1995 (File No.
                                                  0-19602) [Exhibit 3.3]

4(c)              Amendment to Restated           Incorporated herein by
                  Certificate of Incorporation    reference to Registrant's
                  dated April 11, 1995            Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  March 31, 1995 (File
                                                  No. 0-19602) [Exhibit 3.4]

4(d)              Restated By-Laws of Barefoot    Incorporated herein by
                  Inc.                            reference to Registrant's
                                                  Registration Statement on
                                                  Form S-1 filed September 6,
                                                  1991 (Registration
                                                  No. 33-42633) [Exhibit 3.3]

4(e)              Rights Agreement, dated as      Incorporated herein by
                  of April 11, 1995, between      reference to Registrant's
                  Barefoot Inc. and Bank One,     Current Report on Form 8-K
                  Indianapolis, NA, as Rights     dated April 11, 1995 (File
                  Agent                           No. 0-19602) [Exhibit 1]

4(f)              Barefoot Inc. Amended and       Pages 16 through 27
                  Restated 1989 Stock Option
                  Plan (reflects stock splits
                  and amendments through
                  May 21, 1996)

5                 Opinion of Vorys, Sater,        Pages 28 through 30
                  Seymour and Pease as to
                  legality

23(a)             Consent of Arthur Andersen      Pages 31 and 32
                  LLP

23(b)             Consent of Vorys, Sater,        Filed as part of Exhibit 5
                  Seymour and Pease

24                Powers of Attorney              Pages 33 through 38



<PAGE>


- ------------------------------------------------------------------------------
                                      16
- ------------------------------------------------------------------------------





                                 EXHIBIT 4(f)


                    Barefoot Inc. Amended and Restated 1989
                   Stock Option Plan (reflects stock splits
                     and amendments through May 21, 1996)



<PAGE>


- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
                                      11
                                 BAREFOOT INC.
                             AMENDED AND RESTATED
                            1989 STOCK OPTION PLAN
         (reflects stock splits and amendments through May 21, 1996)



Section 1.  Identification of the Plan.

            1.1   Title.  This  plan  shall  be  known  as the  Barefoot  Inc.
Amended and Restated 1989 Stock Option Plan (the "Plan").

            1.2 Purpose. The purpose of the Plan is (i) to provide certain key
employees of Barefoot Inc. (the  "Company") and its  Subsidiaries  and certain
directors  of the Company  with a  significant  additional  incentive  through
equity  participation to promote the financial success of the Company and (ii)
to provide an incentive that may be used to attract and retain able persons as
key employees and directors.

Section 2.  Definitions.

            Unless the context requires otherwise, when capitalized, the terms
listed below shall have the following meanings when used in the Plan:

            2.1  "Board"  means  the Board of  Directors  of the  Company,  as
elected from time to time.

            2.2 "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time.

            2.3 "Committee" means the Compensation  Committee of the Board, as
appointed from time to time, which shall consist of at least two Directors who
are (a)  "disinterested  persons"  within the  meaning of Rule 16b-3 under the
Exchange Act and (b) "outside  directors" within the meaning of Section 162(m)
of the Code and the regulations and rulings thereunder.

            2.4 "Company" means Barefoot Inc., a Delaware corporation, and any
other  successor  entity  that has  agreed to assume  the  obligations  of the
Company under the Plan.

            2.5 "Common  Stock" means the Company's  Common  Stock,  par value
$.01 per share, or the number and kind of shares of stock or other  securities
into which such Common Stock may be changed in accordance  with Section 7.3 of
the Plan.



<PAGE>


            2.6   "Covered  Employee"  means any  individual  who, on the last
day of the Company's taxable year, is

                  (a)   the  chief  executive  officer  of the  Company  or is
acting in such capacity; or

                  (b) among the four highest compensated  officers (other than
the chief executive officer).

For this purpose,  whether an individual is the chief executive officer or one
of the four highest  compensated  officers of the Company  shall be determined
pursuant to the  executive  compensation  disclosure  rules under the Exchange
Act.

            2.7 "Date of Grant"  means  the date an option  becomes  effective
under the terms of the governing Option Agreement.

            2.8   "Director" means any member of the Board.

            2.9 "Director Option" means an option not qualifying for treatment
as an ISO which is granted to an Eligible  Director pursuant to Section 4.4 of
the Plan without any action by the Board or the Committee.

            2.10  "Disability"  means,  as it  relates to the  exercise  of an
Incentive Stock Option after  termination of employment,  a disability  within
the meaning of Section  22(e)(3) of the Code, and for all other purposes,  the
inability of a person to engage in any substantial  gainful activity by reason
of any  medically  determinable  physical  or mental  impairment  which can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months.

            2.11  "Eligible  Director"  means,  on any date,  a person  who is
serving  as a Director  and who is not an  employee  of the  Company or of any
Subsidiary.

            2.12 "Employment Termination Date" means the first date on which a
person ceases to be employed by the Company for any reason  (including but not
limited to voluntary  termination  of employment,  involuntary  termination of
employment,  retirement,  disability,  or death); provided, that the Committee
may  determine  whether  and  as  of  when  an  authorized  leave  of  absence
constitutes a termination of employment for purposes of the Plan.

            2.13 "Exchange Act" means the Securities  Exchange Act of 1934, as
amended from time to time.

            2.14  "Exercise  Date" means the date upon which written notice of
the  exercise of an option is received in proper form by the Company  together
with full payment of the exercise  price and in  compliance  with Section 6 of
the Plan.

            2.15  "Expiration  Date"  means the date  specified  in the Option
Agreement as the expiration date of the option or, if no date is so specified,
subject to the  provisions  of Section  5.4 of the Plan,  the day prior to the
tenth anniversary of the Date of Grant.

            2.16 "Fair Market Value" as applied to the Common Stock means,  as
of any date:  (i) the last reported sale price of Common Stock on any national
securities exchange on which the Common Stock is listed, or, if not so listed,
as reported on The NASDAQ National Market,  as of the nearest preceding day on
which  there  was a trade;  or (ii) if the  Common  Stock is not so  listed or
reported,  the average mean of the closing bid and asked prices as reported by
the NASDAQ System or if not so reported as reported by the National  Quotation
Bureau, as of the nearest preceding day on which there was a trade.

            2.17 "Incentive Stock Option" or "ISO" means an option  designated
as such in the Option  Agreement  and which  qualifies as an  incentive  stock
option within the meaning of Section 422 of the Code.

            2.18 "Key  Employee"  means a person,  not covered by a collective
bargaining  agreement,  who is employed by the Company or a Subsidiary and who
has  managerial,   supervisory,  or  other  significant   responsibilities  or
otherwise contributes substantially to the Company's business.

            2.l9  "Option  Agreement"  means  a  written  agreement  (and  any
amendments or supplements  thereto)  between the Company and a recipient of an
option grant designating the terms, conditions, rights, and duties relating to
an option,  the form or forms of which are to be  determined  by the Committee
consistent with the provisions of the Plan.

            2.20  "Participant"  means a person selected by the Committee from
time to time to receive an option grant under the Plan.

            2.21 "Plan" means the  Barefoot  Inc.  Amended and  Restated  1989
Stock Option Plan, as amended from time to time, except that for periods prior
to August 22, 1991, the term shall refer to the Plan as originally  adopted on
March 31, 1989.

            2.22 "Securities Act" means the Securities Act of 1933, as amended
from time to time.

            2.23 "Significant  Shareholder" is an employee who owns,  directly
or  indirectly,  more than 10% of the combined  voting power of all classes of
stock of the Company,  any Subsidiary or any parent corporation of the Company
(as that term is defined in Section 424 of the Code).

            2.24  "Subsidiary"  shall  have the  meaning  ascribed  thereto in
Section 424 of the Code.

Section 3.  Plan Administration.

            The Plan shall be  administered  by the  Committee.  In accordance
with and subject to the provisions of the Plan,  the Committee  shall have the
authority and discretion to prescribe,  amend and rescind rules and procedures
governing the administration of the Plan,  including,  but not limited to, the
full power and authority (i) to interpret the terms of the Plan,  the terms of
options granted under the Plan and the rules and procedures established by the
Committee,  and (ii) to determine the meaning of or requirements imposed by or
rights of any person under the Plan,  any option granted under the Plan or any
rule or procedure  established by the Committee.  Each action of the Committee
that is within the scope of its  authority  under the Plan shall be binding on
all persons.

Section 4.  Option Grants.

            4.1  Authority  to Grant  Options.  The  Committee  shall have the
authority  to grant at any time to any Key Employee an option  entitling  such
person to purchase  shares of Common Stock from the Company in such  quantity,
at such price,  on such terms and subject to such  conditions  consistent with
the  provisions of the Plan as may be established by the Committee on or prior
to the date on which the Committee  approves such option.  Options  granted to
Key Employees under the Plan may be either ISOs or nonqualified stock options.
Subject to the  provisions of Section 7.3 of this Plan, no Key Employee  shall
receive  options  covering  more than 100,000  shares of Common Stock over any
one-year period.

            4.2  Determination  of Option Terms.  The Committee shall have the
authority and  discretion to determine the Key Employees to whom options shall
be granted  under the Plan,  the number of shares to be subject to each option
granted, the number of options to be awarded to each Key Employee and the time
at which each option shall be granted.  Except as otherwise expressly provided
in the Plan, the Committee shall also have the power to determine, at the time
of the grant of each  option  to a Key  Employee,  all  terms  and  conditions
governing  the  rights and  obligations  of the  holder  with  respect to such
option,  including but not limited to: (a) the purchase price per share or the
method by which the  purchase  price per share  shall be  determined;  (b) the
length of the period  during which the option may be exercised and any vesting
or other  limitations on the number of shares  purchasable under the option at
any given time  during such  period;  (c) the times at which the option may be
exercised; (d) any conditions precedent to the exercise of the option; (e) any
restrictions  on resale of any shares  purchased  upon exercise of the option;
and (f)  whether  any  option  granted  to a Key  Employee  will  or will  not
constitute  an  ISO,  with  any  options  intended  to  qualify  as ISOs to be
designated as such in the Option Agreement pertaining to such options.

            4.3 Option  Agreement.  No person  shall have any rights under any
option  granted  under the Plan unless and until the Company and the person to
whom such option is granted have executed and delivered an Option Agreement.

            4.4 Director  Options.  Each person who is an Eligible Director on
the  date  the  Plan is  approved  by the  stockholders  of the  Company  (the
"Effective Date") shall automatically be granted a Director Option to purchase
5,000 shares of Common Stock.  After the Effective Date, on the first business
day following the date of each annual meeting of stockholders  during the term
of the Plan, each Eligible Director shall  automatically be granted a Director
Option to purchase  2,500 shares of Common Stock.  Each Director  Option shall
have an exercise  price per share equal to the Fair Market Value of the Common
Stock on the date of grant.  Each  Director  Option shall be  exercisable  six
months after the date of grant and shall remain  exercisable until the earlier
to occur of (i) the tenth  anniversary  of the date of grant or (ii) the first
anniversary  of the date the  Eligible  Director  ceases to be a member of the
Board, except that if the Eligible Director ceases to be a member of the Board
after  having  been  convicted  of, or pled  guilty or nolo  contendere  to, a
felony,  his Director Options shall be cancelled on the date he ceases to be a
director.  An Eligible  Director may exercise a Director  Option in the manner
described in Section 6.4 of the Plan.

Section 5.  Option Terms.

            5.1 Plan  Provisions  Control Option Terms.  The terms of the Plan
shall  govern  all  options  granted  under  the Plan.  In the event  that any
provision in an Option Agreement conflicts with any term in the Plan, the term
in the Plan shall control.

            5.2  Price  Limitation  for  Incentive  Stock  Options.  Except as
otherwise  provided in Section 7.3 of the Plan,  the price at which each share
may be purchased  upon  exercise of any ISO granted  under the Plan may not be
less than 100% of the Fair Market Value of such share on the Date of Grant for
such  option,  or not less than 110% of such Fair  Market  Value if, as of the
Date of Grant, the recipient is a Significant Shareholder.

            5.3 Value  Limitation for Incentive  Stock Options.  To the extent
that the aggregate Fair Market Value  (determined at the Date of Grant) of the
Common Stock for which any person may exercise options  designated as ISOs for
the first time during any calendar  year shall exceed  $100,000,  such options
shall be treated as options which are not ISOs.  In applying this  limitation,
options  shall be taken into account in the order in which they were  granted.
This Section 5.3 shall not be deemed to limit  granting of options  other than
ISOs.

            5.4 Term Limitation. No option may be granted under the Plan which
may be exercised  after the expiration of ten years from its Date of Grant and
no ISOs may be granted to any Significant  Shareholder  which may be exercised
after the expiration of five years from the Date of Grant.

            5.5  Modification  of Option  After  Grant.  Except  as  otherwise
specifically  permitted under the Plan, any option granted under the Plan to a
Key Employee may be modified  after its Date of Grant only by express  written
agreement between the Company and the Key Employee, provided that no change in
the terms of any option shall be made which is not  approved by the  Committee
or which is inconsistent with the terms of the Plan.

            5.6 Code Section 162(m) Limitations. Notwithstanding any provision
contained  herein,  all options  granted to Covered  Employees under this Plan
must satisfy the following additional requirements:

                  (a)  Under  the  terms  of  the   option,   the   amount  of
compensation  that the  Covered  Employee  may  receive is based  solely on an
increase  in the value of the  Common  Stock  after  the grant of the  option,
unless  the  grant of such  option  is  contingent  upon the  attainment  of a
performance  goal  that  otherwise   satisfies  the  requirements  of  Section
1.162-27(e)(2)  of the final  regulations  promulgated under Section 162(m) of
the Code.

                  (b) The material terms of the compensation payable under the
options are disclosed to and subsequently  approved by the stockholders of the
Company,  in accordance with the provisions of Section  1.162-27(e)(4)  of the
final regulations promulgated under Section 162(m) of the Code.

                  (c) To the extent  required under the applicable  provisions
of the final  regulations  promulgated  under Section  162(m) of the Code, the
Committee  certifies,  in writing,  prior to the  payment of any  compensation
under the options,  that any required  performance goals or any other material
terms of the options were in fact satisfied.

Section 6.  Option Exercise.

            6.1   Normal  Option Term.  No option  granted  under the Plan may
be exercised after the Expiration Date of the option.

            6.2 Termination of Employment. If a Key Employee ceases his or her
employment with the Company or a Subsidiary,  the Key Employee's  options must
be exercised,  if at all, within one year after the Key Employee's  Employment
Termination  Date if the  termination is due to his or her death or Disability
or  within  three  months  after  the  Employment  Termination  Date  if  such
termination is for any other reason,  provided that this Section 6.2 shall not
extend the exercisability of an option beyond its Expiration Date.

            6.3  Acceleration  of Exercise  Time.  The  Committee  in its sole
discretion  shall have the right to permit the  purchase  of shares  under any
option  granted to a Key  Employee  prior to the time such  option was to have
become  exercisable  under the terms of the  Option  Agreement  covering  such
option.

            6.4 Manner of Option Exercise. Subject to the conditions contained
in the Plan and the Option  Agreement,  a  Participant  may exercise an option
granted under the Plan in whole or in part by delivering written notice to the
Company and paying the full  exercise  price for the shares of Common Stock to
be purchased. If a Participant exercises an option for some but not all shares
subject to the option,  the right to exercise  the option with  respect to the
remaining shares shall continue until the option expires.  A Participant shall
be  required,  as a  condition  precedent  to his or her right to  exercise an
option and at his or her expense,  to supply the Committee with such evidence,
representations  and  agreements  as  the  Committee  may  deem  necessary  or
desirable  to  establish  his or her right to  exercise  such  option  and the
propriety  of the sale of  securities  by  reason  of the  exercise  under the
Securities  Act  and  any  other  laws  or  requirements  of any  governmental
authority.  The Company shall not be obligated to issue any shares  subject to
such option until all such  materials  have been received and determined to be
satisfactory in form and substance by the Committee.

            6.5  Payment  of  Exercise  Price.  The  exercise  price of shares
purchased  upon the exercise of an option granted under the Plan shall be paid
by the Participant in cash, whole shares of Common Stock or any combination of
cash and  shares of Common  Stock.  Shares of Common  Stock  transferred  by a
Participant  to satisfy all or any portion of the  exercise  price may include
shares that are already  owned by the  Participant  at the time of exercise as
well  as,  in the  case of a Key  Employee,  shares  that  are to be  acquired
pursuant to the  exercise of the option  concerned,  and the value of any such
shares shall be their Fair Market Value on the  Exercise  Date. A  Participant
may not transfer to the Company in satisfaction of the purchase price a number
of shares having a Fair Market Value greater than the purchase price.

            6.6  Withholding  Taxes.  The  Company  or a  Subsidiary  shall be
entitled,  if the Committee  deems it necessary or desirable,  to withhold (or
secure  payment  from  the  Participant  in lieu of  withholding)  the  amount
necessary to satisfy any  withholding  or  employment-related  tax  obligation
attributable  to the exercise of an option or otherwise  incurred with respect
to the Plan or an option  and the  Company  may defer  delivery  of any shares
pursuant to the exercise of an option unless  indemnified to its satisfaction.
The  Committee  may,  in its  discretion  and  subject  to such  rules  as the
Committee  may adopt,  permit a Key Employee to satisfy,  in whole or in part,
any  withholding  or  employment-related  tax  obligation  which  may arise in
connection with the grant, exercise or disposition of an option by electing to
have the Company  withhold  shares of Common Stock to be issued or by electing
to deliver to the Company  shares of Common  Stock,  with such shares having a
value equal to their Fair Market Value.

            6.7 Securities Law Compliance.  Each option granted under the Plan
shall be subject to the condition that such option may not be exercised if the
Committee  determines  that the sale of securities upon exercise of the option
may  violate  the  Securities  Act or any  other  law  or  requirement  of any
governmental  authority.  The  Company  shall  not be  deemed by reason of the
granting of any option under the Plan to have any  obligation  to register the
shares  subject to such  option  under the  Securities  Act or to  maintain in
effect  any  registration  of such  shares  which  may be  made  at any  time.
Appropriate  restrictive legends shall be placed on certificates  representing
shares of Common  Stock  acquired  upon the  exercise of  options,  unless the
Committee  determines  upon the  advice of counsel  to the  Company  that such
legends are not required because of the existence of an effective registration
statement registering the shares issuable under the Plan or for other reasons.

            6.8 Disposition of Common Stock Acquired Pursuant to ISO Exercise.
Prior to making a  disposition  (as defined in Section  424(c) of the Code) of
any shares of Common Stock acquired pursuant to the exercise of an ISO granted
under the Plan (i) before the  expiration of two years after the Date of Grant
or (ii) before the expiration of one year after the Exercise Date and the date
on which such shares were transferred to the Participant  pursuant to exercise
of the option, the Participant shall send written notice to the Company of the
proposed date of such disposition, the number of shares to be disposed of, the
amount  of  proceeds  to be  received  from  such  disposition  and any  other
information  relating to such  disposition  that the  Company  may  reasonably
request.  The  Committee  may,  in its  discretion,  condition  the right of a
Participant to make any such  disposition on the receipt by the Company of all
amounts  necessary  to satisfy  any  withholding  and  employment-related  tax
obligation attributable to such disposition.  As a means of enforcing any such
requirement,  the Committee may, in its discretion, cause any shares of Common
Stock issued upon exercise of an ISO to bear a legend restricting transfer (x)
until such time as the Company receives the amounts  necessary to satisfy such
tax  obligation or (y) until the later of the expiration of two years from the
Date of Grant or one year from the  Exercise  Date and the date on which  such
shares were transferred to the Participant pursuant to exercise of the option.

Section 7.  Shares Subject to the Plan.

            7.1 Number Authorized.  The maximum number of shares that shall be
reserved  for  issuance  under the Plan  shall be  2,300,000  shares of Common
Stock,   subject  to  further   adjustment   upon  changes  in  the  Company's
capitalization as provided in Section 7.3 of the Plan. This  authorization may
be increased  from time to time by approval of the Board and the  stockholders
of the  Company.  Shares of Common  Stock that are  issued  upon  exercise  of
options  shall be  applied to reduce the  maximum  number of shares  remaining
available for use under the Plan.

            7.2 Unused  Stock.  Any shares of Common Stock that are subject to
an option that  expires or for any reason is  terminated  shall  automatically
become available for use under the Plan. For this purpose,  to the extent that
any option is cancelled (as described in Section  1.162-27(e)(2)(vi)(B) of the
final  regulations  promulgated  under  Section  162(m)  of  the  Code),  such
cancelled  option shall  continue to be counted  against the maximum number of
shares of Common  Stock for which  options  may be granted  to a Key  Employee
under the Plan.

            7.3 Capital Adjustments.  The number and kind of shares subject to
outstanding  options,  the price for which  shares may be  purchased  upon the
exercise of  outstanding  options and the number and kind of shares  available
for  future  option  grants  under  the  Plan  shall  be   appropriately   and
proportionately  adjusted  to reflect any  subsequent  stock  dividend,  stock
split,  combination  or exchange  of shares,  merger,  consolidation  or other
change in  capitalization  determined by the Committee to be similar to any of
the foregoing  changes in its substantive  effect upon the Plan or the options
granted under the Plan.  The Committee  shall have the discretion to determine
that,  following any such  transaction,  any option  granted to a Key Employee
under the Plan will  constitute  only the right to receive  the  consideration
which the Key Employee  would have received had he or she exercised the option
immediately prior to such transaction.

Section 8.  Termination and Amendment.

            8.1  Termination.  The Board may  terminate or suspend the Plan at
any time. If the Plan is not earlier  terminated,  it shall terminate on March
30,  1999.  No  option  shall be  granted  under  the Plan  after  the  Plan's
termination,  but the  termination of the Plan shall not have any other effect
and any  option  outstanding  at the  time of the  Plan's  termination  may be
exercised  after such  termination  to the same extent that it would have been
exercisable had the Plan not been terminated.

            8.2  Amendment.  The Board may amend the Plan from time to time in
such  respects as it may deem  advisable in order that options  under the Plan
shall conform to any change in applicable  laws or regulations or in any other
respect  the  Board  may  deem to be in the  best  interests  of the  Company;
provided,  however, that no such amendment shall be effective without approval
of the stockholders of the Company if stockholder approval of the amendment is
then required (a) to satisfy the requirements of Rule 16b-3 under the Exchange
Act,  or  any  successor  rule  or  regulation,   (b)  to  satisfy  applicable
requirements  of the Code or (c) to  satisfy  applicable  requirements  of any
securities exchange on which are listed any of the Company's equity securities
or any  requirements  applicable to issuers whose securities are traded in The
NASDAQ National  Market.  No amendment may be made to Section 4.4 or any other
provision of the Plan  relating to Director  Options  within six months of the
last date on which any such  provision  was amended.  No amendment of the Plan
shall result in any Committee  member's losing his status as a  "disinterested
person" as defined in Rule 16b-3 under the Exchange Act or any successor  rule
or regulation.

            8.3 Effect on Outstanding  Options. No termination,  suspension or
amendment of the Plan shall alter or impair any  outstanding  options  without
the consent of the Participant affected thereby; provided,  however, that this
Section  8.3 shall not  impair  the right of the  Committee  to take  whatever
action it deems  appropriate if  specifically  authorized to do so under other
provisions of the Plan.

Section 9.  Miscellaneous.

            9.1 Nontransferability.  During the lifetime of a Participant,  no
option  granted under the Plan shall be assignable or  transferable  or may be
exercised by any person other than the Participant.  In the event of the death
of a Participant, his or her rights and interest in options shall pass by will
or the laws of descent and distribution, and amounts due the Participant shall
be  paid  to,  and  elections  of  the   Participant   made  by,  his  or  her
successors-in-interest, subject to the provisions of Section 6.2 of the Plan.

            9.2  Rights as a  Stockholder.  A  Participant  shall not have any
rights as a  stockholder  with  respect  to shares  issuable  under any option
granted  under the Plan until and unless such shares are issued and  delivered
to the Participant.

            9.3 No Right to Employment or Participation Conferred.  Nothing in
the Plan or (in the absence of an express  provision  to the  contrary) in any
Option Agreement shall confer on any Key Employee any right to continue in the
employment  of the Company or a  Subsidiary  or  interfere in any way with the
right of the Company or a Subsidiary to terminate a Key Employee's  employment
at any time.  Nothing in the Plan shall  confer upon an Eligible  Director any
right to continue to serve on the Board or to be nominated for  re-election to
the Board.

            9.4 No Limit on Other Compensation Arrangements. Nothing contained
in the Plan  shall  prevent  the  Company or a  Subsidiary  from  adopting  or
continuing in effect other or additional compensation arrangements, whether of
general or specific applicability.

            9.5  Governing  Law.  The rights and  obligations  of any  persons
having or claiming to have an interest under the Plan or any Option  Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio (without giving effect to the conflict of laws principles thereof) in all
respects,  including,  without  limitation,  matters relating to the validity,
construction, interpretation, administration, effect, enforcement and remedies
provisions  of the Plan and its rules and  regulations,  except to the  extent
preempted by applicable federal law or to the extent the law of Delaware,  the
Company's state of incorporation, controls the internal affairs of the Company
with respect to the Plan. The Company agrees to submit to the  jurisdiction of
the state and  federal  courts of the State of Ohio with  respect  to  matters
relating to the Plan and agrees not to raise or assert the  defense  that such
forum is not convenient.



<PAGE>


- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------














                                   EXHIBIT 5

                       Opinion of Vorys, Sater, Seymour
                           and Pease as to legality




<PAGE>


- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

Board of Directors
Barefoot Inc.
June 24, 1996
Page 2













                                                                (614) 464-6400

                                 June 24, 1996


Board of Directors
Barefoot Inc.
450 West Wilson Bridge Road
Worthington, Ohio  43085


Gentlemen:

            We are  familiar  with the  proceedings  taken and  proposed to be
taken by Barefoot Inc., a Delaware corporation (the "Company"),  in connection
with the institution  and amendment of the Barefoot Inc.  Amended and Restated
1989 Stock  Option Plan (as amended,  the "Plan"),  the granting of options to
purchase  shares  of Common  Stock,  par value  $0.01 per share  (the  "Common
Shares"),  of the Company  pursuant to the Plan and the  issuance  and sale of
Common  Shares of the  Company  upon  exercise  of options  granted  and to be
granted under the Plan, as described in the Registration Statement on Form S-8
(the  "Registration  Statement")  to be filed with the Securities and Exchange
Commission on June 24, 1996. The purpose of the  Registration  Statement is to
register an additional  500,000 Common Shares  reserved for issuance under the
Plan pursuant to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

            In connection  with this opinion,  we have examined an original or
copy  of,  and  have  relied  upon  the  accuracy  of,   without   independent
verification or investigation:  (a) the Registration Statement;  (b) the Plan;
(c) the Company's Restated  Certificate of Incorporation,  as amended; (d) the
Company's Restated By-Laws;  and (e) certain  proceedings of the directors and
of  the   stockholders  of  the  Company.   We  have  also  relied  upon  such
representations   of  the  Company  and  officers  of  the  Company  and  such
authorities of law as we have deemed relevant as a basis for this opinion.



<PAGE>


            We have relied solely upon the examinations and inquiries  recited
herein, and we have not undertaken any independent  investigation to determine
the  existence or absence of any facts,  and no inference as to our  knowledge
concerning such facts should be drawn.

            Based  upon  and  subject  to  the   foregoing   and  the  further
qualifications  and limitations set forth below, as of the date hereof, we are
of the  opinion  that after the  500,000  Common  Shares of the  Company to be
registered under the Registration  Statement have been issued and delivered by
the Company upon the exercise of options under the Plan against payment of the
purchase price therefor, in accordance with the terms of the Plan, said Common
Shares  will be  validly  issued,  fully  paid  and  non-assessable,  assuming
compliance with applicable federal and state securities laws.

            This  opinion is  furnished  by us solely  for the  benefit of the
Company in connection  with the offering of the Common Shares  pursuant to the
Plan and the filing of the Registration  Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.

            Notwithstanding  the  foregoing,  we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
therein.

                                    Very truly yours,



                                    VORYS, SATER, SEYMOUR AND PEASE
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 69354}]
{"company-data": {"conformed-name": "BAREFOOT INC /DE", "cik": "0000878944", "assigned-sic": "0700", "irs-number": "311265715", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-06699", "film-number": "96584774"}, "business-address": {"street1": "450 W WILSON BRIDGE RD", "street2": "STE 160", "city": "WORTHINGTON", "state": "OH", "zip": "43085", "phone": "6148461800"}, "mail-address": {"street2": "450 WILSON BRIDGE RD", "city": "WORTHINGTON", "state": "OH", "zip": "43085"}}
As filed with the Securities and Exchange Commission on June 24, 1996
                                                     Registration No. 333-____

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                      ----------------------------------

                                   FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                      ----------------------------------

                                 BAREFOOT INC.
            (Exact name of registrant as specified in its charter)

             Delaware                                   31-1265715
- -------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer
 incorporation or organization)                     Identification No.)

  450 West Wilson Bridge Road, Worthington, Ohio              43085
- ------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                (Zip Code)

           Barefoot Inc. Amended and Restated 1989 Stock Option Plan
                           (Full title of the plan)
 
                                                Copy to:
Elizabeth Turrell Farrar, Esq.                  Patrick J. Norton
Vorys, Sater, Seymour and Pease                 Barefoot Inc.
52 East Gay Street                              450 West Wilson Bridge Road
Columbus, Ohio 43215                            Worthington, Ohio  43085
(Name and address of agent for service)

                                (614) 464-5607
         (Telephone number, including area code, of agent for service)

- ------------------------------------------------------------------------------
                        Calculation of Registration Fee
- ------------------------------------------------------------------------------
                                 Proposed         Proposed
Title of                         maximum          maximum
securities        Amount         offering         aggregate      Amount of
to be             to be          price            offering       registration
registered        registered     per unit (1)     price (1)      fee
- ------------------------------------------------------------------------------
Common Stock,     500,000        $11.75 for       $5,365,000     $1,850
$.01 Par Value                   20,000 shares;
                                 $10.6875 for
                                 480,000 shares

(1)   Estimated  solely for the purpose of calculating the aggregate  offering
      price and the  registration  fee  pursuant  to Rules  457(c)  and 457(h)
      promulgated  under the Securities Act of 1933, as amended,  and computed
      on the basis of:  (a) $11.75  per share for  20,000 of the  shares to be
      registered,  which is the price at which  options  granted  to  purchase
      such shares may be exercised;  and (b) $10.6875 per share for 480,000 of
      the shares to be  registered  which will  subject to options  granted in
      the future,  which price is the average of the high and low sales prices
      of the Common  Stock as reported on The Nasdaq  Stock Market on June 19,
      1996.

                              Page 1 of 38 Pages.
       Exhibit Index at Page II-13 (Page 14 as sequentially numbered).
- ------------------------------------------------------------------------------
                                     II-14
- ------------------------------------------------------------------------------
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

            The  Transition  Report on Form  10-K for the  fiscal  year  ended
December 31, 1995 of Barefoot  Inc. (the  "Registrant")  and all other reports
filed with the Securities and Exchange Commission (the "Commission")  pursuant
to the  requirements  of  Section  13(a) or  Section  15(d) of the  Securities
Exchange Act of 1934,  as amended (the  "Exchange  Act"),  since that date are
hereby incorporated by reference.

            The description of the Registrant's  Common Stock contained in the
Registrant's  Registration Statement on Form 8-A (File No. 0-19602) filed with
the  Commission  on October 21, 1991,  which  incorporates  by  reference  the
description of the  Registrant's  Common Stock contained in Amendment No. 2 to
the  Registrant's   Registration  Statement  on  Form  S-1  (Registration  No.
33-42633) filed with the Commission on October 16, 1991 and the description of
the Registrant's Series A Junior Participating Preferred Share Purchase Rights
contained in the Registrant's Current Report on Form 8-K dated April 11, 1995,
or  contained in any  subsequent  amendment or report filed for the purpose of
updating such descriptions, are hereby incorporated by reference.

            Any  definitive  Proxy  Statement or Information  Statement  filed
pursuant  to Section 14 of the  Exchange  Act and all  documents  which may be
filed with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange
Act  subsequent to the date hereof and prior to the completion of the offering
contemplated  hereby,  shall  also be  deemed  to be  incorporated  herein  by
reference  and to be  made a part  hereof  from  the  date of  filing  of such
documents;  provided, however, that no report of the compensation committee of
the Board of Directors of the  Registrant  on  executive  compensation  and no
performance  graph included in any Proxy  Statement or  Information  Statement
filed  pursuant  to  Section  14 of the  Exchange  Act  shall be  deemed to be
incorporated by reference.

Item 4.  Description of Securities.

            Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

            Not Applicable.
Item 6.  Indemnification of Directors and Officers.

            Article  IX of  the  Restated  Certificate  of  Incorporation,  as
amended,  of the  Registrant  limits the  liability of directors to the extent
permitted by the General Corporation Law of Delaware. Article IX provides:

            To the fullest extent permitted by the General  Corporation Law of
            the  State of  Delaware  as the same  exists or may  hereafter  be
            amended,  a director  of this  Company  shall not be liable to the
            Company or its  stockholders  for monetary damages for a breach of
            fiduciary duty as a director.  Any repeal or  modification of this
            Article IX shall not adversely affect any right or protection of a
            director  of the  Company  existing  at the time of such repeal or
            modification.

            Section 102(b)(7) of the Delaware General  Corporation Law permits
the  Registrant  to  include  a  provision  in  its  Restated  Certificate  of
Incorporation  eliminating or limiting the personal liability of a director to
the  Registrant  or its  stockholders  for  monetary  damages  for a breach of
fiduciary duty as a director, provided that such provision shall not eliminate
or limit the  liability  of a director:  (i) for any breach of the  director's
duty of  loyalty  to the  Registrant  or its  stockholders;  (ii)  for acts or
omissions  not in good  faith or which  involve  intentional  misconduct  or a
knowing  violation of law;  (iii) under  Section 174 of the  Delaware  General
Corporation  Law; or (iv) for any transaction  from which the director derived
an improper personal benefit.

            Article V of the Restated  By-Laws of the  Registrant  governs the
indemnification   of  officers,   directors,   employees  and  agents  of  the
Registrant. Article V provides:

            Section 1. Nature of  Indemnity.  Each person who was or is made a
      party  or is  threatened  to be made a party  to or is  involved  in any
      action, suit or proceeding,  whether civil, criminal,  administrative or
      investigative  (hereinafter a "proceeding"),  by reason of the fact that
      he or she, or a person of whom he or she is the legal representative, is
      or was a director or officer of the  corporation or is or was serving at
      the  request  of  the  corporation  as a  director,  officer,  employee,
      fiduciary,  or agent of another  corporation or of a partnership,  joint
      venture,  trust  or other  enterprise,  shall  be  indemnified  and held
      harmless by the  corporation to the fullest extent which it is empowered
      to do so by the General Corporation Law of the State of Delaware, as the
      same exists or may hereafter be amended, against all expense,  liability
      and loss (including attorneys' fees) actually and reasonably incurred by
      such person in connection with such proceeding, and such indemnification
      shall  inure  to  the  benefit  of  his  or  her  heirs,  executors  and
      administrators; provided, however, that, except as provided in Section 2
      hereof,   the  corporation  shall  indemnify  any  such  person  seeking
      indemnification in connection with a proceeding initiated by such person
      only if such  proceeding was authorized by the Board of Directors of the
      corporation.  The right to  indemnification  conferred in this Article V
      shall be a contract right and, subject to Sections 2 and 5 hereof, shall
      include the right to be paid by the corporation the expenses incurred in
      defending any such proceeding in advance of its final  disposition.  The
      corporation   may,  by  action  of  its  Board  of  Directors,   provide
      indemnification to employees and agents of the corporation with the same
      scope and  effect as the  foregoing  indemnification  of  directors  and
      officers.

            Section  2.  Procedure  for   Indemnification   of  Directors  and
      Officers.   Any   indemnification  of  a  director  or  officer  of  the
      corporation  under  Section 1 of this  Article V or advance of  expenses
      under  Section 5 of this  Article V shall be made  promptly,  and in any
      event  within 30 days,  upon the  written  request  of the  director  or
      officer.  If a  determination  by the  corporation  that the director or
      officer is entitled  to  indemnification  pursuant to this  Article V is
      required,  and the  corporation  fails to  respond  within  60 days to a
      written request for indemnity,  the corporation  shall be deemed to have
      approved the request.  If the  corporation  denies a written request for
      indemnification  or advancing of  expenses,  in whole or in part,  or if
      payment in full pursuant to such request is not made within 30 days, the
      right to  indemnification or advances as granted by this Article V shall
      be  enforceable  by the  director  or officer in any court of  competent
      jurisdiction.  Such person's  costs and expenses  incurred in connection
      with successfully  establishing his or her right to indemnification,  in
      whole or in part,  in any such action shall also be  indemnified  by the
      corporation.  It shall be a defense to any such  action  (other  than an
      action brought to enforce a claim for expenses incurred in defending any
      proceeding  in  advance  of its final  disposition  where  the  required
      undertaking  if any,  has been  tendered  to the  corporation)  that the
      claimant has not met the standards of conduct which make it  permissible
      under  the  General  Corporation  Law of the State of  Delaware  for the
      corporation  to indemnify the claimant for the amount  claimed,  but the
      burden of such defense shall be on the corporation.  Neither the failure
      of the corporation (including its Board of Directors,  independent legal
      counsel,  or its stockholders) to have made a determination prior to the
      commencement  of such action  that  indemnification  of the  claimant is
      proper in the  circumstances  because  he or she has met the  applicable
      standard  of conduct  set forth in the  General  Corporation  Law of the
      State  of  Delaware,  nor an  actual  determination  by the  corporation
      (including its Board of Directors,  independent  legal  counsel,  or its
      stockholders) that the claimant has not met such applicable  standard of
      conduct,  shall be a defense to the action or create a presumption  that
      the claimant has not met the applicable standard of conduct.

            Section 3. Article Not  Exclusive.  The rights to  indemnification
      and the  payment of  expenses  incurred in  defending  a  proceeding  in
      advance of its final  disposition  conferred in this Article V shall not
      be  exclusive  of any other right which any person may have or hereafter
      acquire   under  any   statute,   provision   of  the   Certificate   of
      Incorporation,  By-Law, agreement, vote of stockholders or disinterested
      directors or otherwise.

            Section 4.  Insurance.  The  corporation may purchase and maintain
      insurance  on its own behalf and on behalf of any person who is or was a
      director,  officer, employee,  fiduciary, or agent of the corporation or
      was serving at the request of the  corporation  as a director,  officer,
      employee or agent of another  corporation,  partnership,  joint venture,
      trust or other enterprise  against any liability asserted against him or
      her and incurred by him or her in any such capacity,  whether or not the
      corporation  would have the power to indemnify  such person against such
      liability  under this Article V or under the General  Corporation Law of
      the State of Delaware.

            Section 5. Expenses. Expenses (including attorneys' fees) incurred
      by any person  described in Section 1 of this Article V in defending any
      civil,  criminal,   administrative  or  investigative  action,  suit  or
      proceeding  shall be paid by the  corporation  in  advance  of the final
      disposition  of such  action,  suit or  proceeding  upon  receipt  of an
      undertaking  by or on behalf of the  director  or  officer to repay such
      amount  if it  shall  ultimately  be  determined  that  he or she is not
      entitled to be indemnified by the corporation. Such expenses incurred by
      other  employees  and  agents  may  be  so  paid  upon  such  terms  and
      conditions, if any, as the Board of Directors deems appropriate.

            Section 6.  Employees  and Agents.  Persons who are not covered by
      the foregoing provisions of this Article V and who are or were employees
      or agents of the corporation,  or who are or were serving at the request
      of the  corporation  as  employees  or  agents of  another  corporation,
      partnership,   joint  venture,   trust  or  other  enterprise,   may  be
      indemnified to the extent authorized at any time or from time to time by
      the Board of Directors.

            Section 7. Contract Rights. The provisions of this Article V shall
      be  deemed to be a  contract  right  between  the  corporation  and each
      director  or officer  who serves in any such  capacity at any time while
      this Article V and the relevant  provisions  of the General  Corporation
      Law of the State of Delaware or other applicable law are in effect,  and
      any repeal or  modification  of this Article V or any such law shall not
      affect any rights or obligations then existing with respect to any state
      of facts or proceeding then existing.

            Section 8. Merger or  Consolidation.  For purposes of this Article
      V,  references to "the  corporation"  shall include,  in addition to the
      resulting  corporation,   any  constituent  corporation  (including  any
      constituent  of a  constituent)  absorbed in a  consolidation  or merger
      which, if its separate existence had continued, would have had power and
      authority to indemnify its directors, officers, and employees or agents,
      so that any person who is or was a director,  officer, employee or agent
      of such constituent corporation,  or is or was serving at the request of
      such constituent corporation as a director,  officer,  employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust or other
      enterprise,  shall stand in the same position  under this Article V with
      respect to the  resulting  or surviving  corporation  as he or she would
      have  with  respect  to such  constituent  corporation  if its  separate
      existence had continued.

            Section 145 of the  Delaware  General  Corporation  Law  addresses
indemnification by a corporation and provides as follows:

            (a) A  corporation  may indemnify any person who was or is a party
      or is  threatened  to be  made a party  to any  threatened,  pending  or
      completed  action,   suit  or  proceeding,   whether  civil,   criminal,
      administrative or investigative (other than an action by or in the right
      of the  corporation) by reason of the fact that he is or was a director,
      officer,  employee or agent of the corporation,  or is or was serving at
      the request of the corporation as a director, officer, employee or agent
      of  another  corporation,  partnership,  joint  venture,  trust or other
      enterprise,  against expenses  (including  attorneys' fees),  judgments,
      fines and amounts paid in settlement actually and reasonably incurred by
      him in  connection  with such action,  suit or proceeding if he acted in
      good  faith  and in a  manner  he  reasonably  believed  to be in or not
      opposed to the best interests of the  corporation,  and, with respect to
      any criminal  action or proceeding,  had no reasonable  cause to believe
      his  conduct  was  unlawful.  The  termination  of any  action,  suit or
      proceeding by judgment, order, settlement, conviction, or upon a plea of
      nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
      presumption  that the  person  did not act in good faith and in a manner
      which  he  reasonably  believed  to be in or not  opposed  to  the  best
      interests of the  corporation,  and, with respect to any criminal action
      or  proceeding,  had  reasonable  cause to believe  that his conduct was
      unlawful.

            (b) A  corporation  may indemnify any person who was or is a party
      or is  threatened  to be  made a party  to any  threatened,  pending  or
      completed  action  or  suit by or in the  right  of the  corporation  to
      procure a judgment  in its favor by reason of the fact that he is or was
      a director,  officer, employee or agent of the corporation, or is or was
      serving  at the  request  of the  corporation  as a  director,  officer,
      employee or agent of another  corporation,  partnership,  joint venture,
      trust or other enterprise against expenses  (including  attorneys' fees)
      actually and reasonably  incurred by him in connection  with the defense
      or  settlement of such action or suit if he acted in good faith and in a
      manner  he  reasonably  believed  to be in or not  opposed  to the  best
      interests of the corporation and except that no indemnification shall be
      made in respect of any  claim,  issue or matter as to which such  person
      shall have been adjudged to be liable to the corporation unless and only
      to the  extent  that the Court of  Chancery  or the court in which  such
      action  or suit was  brought  shall  determine  upon  application  that,
      despite  the   adjudication   of  liability  but  in  view  of  all  the
      circumstances of the case, such person is fairly and reasonably entitled
      to indemnity for such expenses which the Court of Chancery or such other
      court shall deem proper.

            (c) To the extent that a director, officer, employee or agent of a
      corporation has been successful on the merits or otherwise in defense of
      any action, suit or proceeding referred to in subsections (a) and (b) of
      this section,  or in defense of any claim,  issue or matter therein,  he
      shall  be  indemnified  against  expenses  (including  attorneys'  fees)
      actually and reasonably incurred by him in connection therewith.

            (d)  Any  indemnification  under  subsections  (a) and (b) of this
      section  (unless  ordered by a court)  shall be made by the  corporation
      only as  authorized  in the  specific  case  upon a  determination  that
      indemnification of the director, officer, employee or agent is proper in
      the circumstances  because he has met the applicable standard of conduct
      set forth in subsections (a) and (b) of this section. Such determination
      shall  be  made  (1) by a  majority  vote of the  directors  who are not
      parties to such  action,  suit or  proceeding,  even  though less than a
      quorum,  or (2) if there are no such directors,  or if such directors so
      direct, by independent legal counsel in a written opinion, or (3) by the
      stockholders.

            (e) Expenses (including attorneys' fees) incurred by an officer or
      director  in  defending   any  civil,   criminal,   administrative,   or
      investigative  action, suit or proceeding may be paid by the corporation
      in advance of the final  disposition of such action,  suit or proceeding
      upon  receipt  of an  undertaking  by or on behalf of such  director  or
      officer to repay such amount if it shall  ultimately be determined  that
      he is not entitled to be indemnified by the corporation as authorized in
      this section.  Such expenses  (including  attorneys'  fees)  incurred by
      other  employees  and  agents  may  be  so  paid  upon  such  terms  and
      conditions, if any, as the board of directors deems appropriate.

            (f) The  indemnification  and advancement of expenses provided by,
      or granted pursuant to, the other  subsections of this section shall not
      be  deemed  exclusive  of  any  other  rights  to  which  those  seeking
      indemnification  or  advancement  of expenses may be entitled  under any
      by-law,  agreement,  vote of stockholders or disinterested  directors or
      otherwise,  both as to action in his official  capacity and as to action
      in another capacity while holding such office.

            (g) A  corporation  shall  have  power to  purchase  and  maintain
      insurance  on behalf of any  person who is or was a  director,  officer,
      employee  or  agent  of the  corporation,  or is or was  serving  at the
      request of the corporation as a director,  officer, employee or agent of
      another  corporation,   partnership,   joint  venture,  trust  or  other
      enterprise  against any liability  asserted  against him and incurred by
      him in any such capacity,  or arising out of his status as such, whether
      or not the  corporation  would have the power to  indemnify  him against
      such liability under this section.

            (h) For purposes of this section,  references to "the corporation"
      shall include, in addition to the resulting corporation, any constituent
      corporation  (including any constituent of a constituent)  absorbed in a
      consolidation or merger which, if its separate  existence had continued,
      would have had power and authority to indemnify its directors, officers,
      and  employees  or agents,  so that any person who is or was a director,
      officer, employee or agent of such constituent corporation, or is or was
      serving at the request of such  constituent  corporation  as a director,
      officer,  employee or agent of another corporation,  partnership,  joint
      venture,  trust or other  enterprise,  shall stand in the same  position
      under  this  section   with  respect  to  the   resulting  or  surviving
      corporation   as  he  would  have  with  respect  to  such   constituent
      corporation if its separate existence had continued.

            (i)  For   purposes  of  this   section,   references   to  "other
      enterprises" shall include employee benefit plans; references to "fines"
      shall include any excise taxes  assessed on a person with respect to any
      employee  benefit plan; and references to "serving at the request of the
      corporation" shall include any service as a director,  officer, employee
      or agent  of the  corporation  which  imposes  duties  on,  or  involves
      services by, such director,  officer, employee, or agent with respect to
      an employee  benefit plan, its  participants,  or  beneficiaries;  and a
      person who acted in good faith and in a manner he reasonably believed to
      be in the interest of the participants and  beneficiaries of an employee
      benefit  plan shall be deemed to have acted in a manner "not  opposed to
      the best interests of the corporation" as referred to in this section.

            (j) The  indemnification  and advancement of expenses provided by,
      or granted pursuant to, this section shall,  unless  otherwise  provided
      when  authorized or ratified,  continue as to a person who has ceased to
      be a director, officer, employee or agent and shall inure to the benefit
      of the heirs, executors and administrators of such a person.

            (k)  The  Court  of  Chancery  is  hereby  vested  with  exclusive
      jurisdiction  to hear and  determine  all  actions  for  advancement  of
      expenses  or  indemnification  brought  under this  section or under any
      bylaw,  agreement,  vote of stockholders or disinterested  directors, or
      otherwise. The Court of Chancery may summarily determine a corporation's
      obligation to advance expenses (including attorneys' fees).

            The  Registrant  has purchased  insurance  coverage under a policy
which insures  directors and officers against certain  liabilities which might
be incurred by them in such capacity.

Item 7.  Exemption from Registration Claimed.

            Not Applicable.

Item 8.  Exhibits.

            See the Exhibit Index attached  hereto and beginning at page II-13
(page 14 as sequentially numbered).

Item 9.  Undertakings.

A.    The undersigned Registrant hereby undertakes:

      (1)   To file,  during  any  period  in which  offers or sales are being
            made, a post-effective amendment to this registration statement:

            (i)    To include any prospectus  required by Section
                   10(a)(3) of the Securities Act of 1933;

            (ii)   To  reflect  in the  prospectus  any  facts or
                   events  arising  after the  effective  date of
                   the   registration   statement  (or  the  most
                   recent   post-effective   amendment   thereof)
                   which,   individually  or  in  the  aggregate,
                   represent   a   fundamental   change   in  the
                   information  set  forth  in  the  registration
                   statement; and

            (iii)  To include any  material  information  with  respect to the
                   plan  of  distribution  not  previously  disclosed  in  the
                   registration  statement  or any  material  change  to  such
                   information in the registration statement;

            provided,  however,  that  paragraphs  A(1)(i) and A(1)(ii) do not
            apply  if  the   information   required   to  be   included  in  a
            post-effective  amendment  by those  paragraphs  is  contained  in
            periodic  reports filed with or furnished to the Commission by the
            Registrant  pursuant  to  Section  13  or  Section  15(d)  of  the
            Securities Exchange Act of 1934 that are incorporated by reference
            in the registration statement.

      (2)   That,  for the  purpose of  determining  any  liability  under the
            Securities Act of 1933, each such  post-effective  amendment shall
            be  deemed  to be a new  registration  statement  relating  to the
            securities offered therein, and the offering of such securities at
            that time  shall be deemed to be the  initial  bona fide  offering
            thereof.

      (3)   To remove from registration by means of a post-effective amendment
            any of the securities  being registered which remain unsold at the
            termination of the offering.

B.    The  undersigned  Registrant  hereby  undertakes  that,  for purposes of
      determining  any liability under the Securities Act of 1933, each filing
      of  the   Registrant's   annual  report  pursuant  to  Section 13(a)  or
      Section 15(d)   of  the   Securities   Exchange  Act  of  1934  that  is
      incorporated by reference in the registration  statement shall be deemed
      to be a new registration  statement  relating to the securities  offered
      therein,  and the  offering  of such  securities  at that time  shall be
      deemed to be the initial bona fide offering thereof.

C.    Insofar as indemnification  for liabilities arising under the Securities
      Act of 1933 may be permitted  to  directors,  officers  and  controlling
      persons  of the  Registrant  pursuant  to the  provisions  described  in
      Item 6 of this Part II,  or otherwise,  the  Registrant has been advised
      that in the  opinion of the  Securities  and  Exchange  Commission  such
      indemnification  is against  public  policy as  expressed in the Act and
      is,   therefore,   unenforceable.   In  the  event   that  a  claim  for
      indemnification  against such liabilities (other than the payment by the
      Registrant  of  expenses  incurred  or paid by a  director,  officer  or
      controlling  person of the Registrant in the  successful  defense of any
      action,  suit or proceeding)  is asserted by such  director,  officer or
      controlling  person in connection with the securities being  registered,
      the  Registrant  will,  unless in the  opinion of its counsel the matter
      has  been  settled  by  controlling  precedent,  submit  to a  court  of
      appropriate  jurisdiction the question whether such  indemnification  by
      it is  against  public  policy  as  expressed  in the  Act  and  will be
      governed by the final adjudication of such issue.
SIGNATURES

            Pursuant to the  requirements  of the  Securities Act of 1933, the
Registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
registration  statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly authorized,  in the City of Worthington,  State of Ohio, on the
24th day of June, 1996.

                                 BAREFOOT INC.

                                    By: /s/ Patrick J. Norton
                                            Patrick J. Norton, President and
                                            Chief Executive Officer

            Pursuant to the  requirements  of the Securities Act of 1933, this
registration  statement  has  been  signed  by the  following  persons  in the
capacities indicated on the 24th day of June, 1996.

Signature                                 Title

Patrick J. Norton*                        President, Chief Executive Officer and
Patrick J. Norton                         Director

Michael R. Goodrich*                      Chief Financial Officer (Principal
Michael R. Goodrich                       Financial Officer and Principal
                                          Accounting Officer)

Donald R. Brattain*                       Director
Donald R. Brattain

J. Martin Erbaugh*                        Director
J. Martin Erbaugh

William R. Griffin*                       Director
William R. Griffin

*By Power of Attorney

/s/ Patrick J. Norton
    Patrick J. Norton
    (Attorney-in-Fact)
INDEX TO EXHIBITS

  Exhibit No.              Description                       Page No.
- -------------     -------------------------       -----------------------------
4(a)              Restated Certificate of         Incorporated herein by
                  Incorporation of Barefoot       reference to Registrant's
                  Inc.                            Quarterly Report on Form 10-Q
                                                  for its fiscal quarter ended
                                                  September 30, 1991 (File
                                                  No. 0-19602) [Exhibit 3.1]

4(b)              Amendment to Restated           Incorporated herein by
                  Certificate of Incorporation    reference to Registrant's
                  dated July 29, 1994             Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  March 31, 1995 (File No.
                                                  0-19602) [Exhibit 3.3]

4(c)              Amendment to Restated           Incorporated herein by
                  Certificate of Incorporation    reference to Registrant's
                  dated April 11, 1995            Annual Report on Form 10-K
                                                  for the fiscal year ended
                                                  March 31, 1995 (File
                                                  No. 0-19602) [Exhibit 3.4]

4(d)              Restated By-Laws of Barefoot    Incorporated herein by
                  Inc.                            reference to Registrant's
                                                  Registration Statement on
                                                  Form S-1 filed September 6,
                                                  1991 (Registration
                                                  No. 33-42633) [Exhibit 3.3]

4(e)              Rights Agreement, dated as      Incorporated herein by
                  of April 11, 1995, between      reference to Registrant's
                  Barefoot Inc. and Bank One,     Current Report on Form 8-K
                  Indianapolis, NA, as Rights     dated April 11, 1995 (File
                  Agent                           No. 0-19602) [Exhibit 1]

4(f)              Barefoot Inc. Amended and       Pages 16 through 27
                  Restated 1989 Stock Option
                  Plan (reflects stock splits
                  and amendments through
                  May 21, 1996)

5                 Opinion of Vorys, Sater,        Pages 28 through 30
                  Seymour and Pease as to
                  legality

23(a)             Consent of Arthur Andersen      Pages 31 and 32
                  LLP

23(b)             Consent of Vorys, Sater,        Filed as part of Exhibit 5
                  Seymour and Pease

24                Powers of Attorney              Pages 33 through 38
- ------------------------------------------------------------------------------
                                      16
- ------------------------------------------------------------------------------

                                 EXHIBIT 4(f)

                    Barefoot Inc. Amended and Restated 1989
                   Stock Option Plan (reflects stock splits
                     and amendments through May 21, 1996)
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------
                                      11
                                 BAREFOOT INC.
                             AMENDED AND RESTATED
                            1989 STOCK OPTION PLAN
         (reflects stock splits and amendments through May 21, 1996)

Section 1.  Identification of the Plan.

            1.1   Title.  This  plan  shall  be  known  as the  Barefoot  Inc.
Amended and Restated 1989 Stock Option Plan (the "Plan").

            1.2 Purpose. The purpose of the Plan is (i) to provide certain key
employees of Barefoot Inc. (the  "Company") and its  Subsidiaries  and certain
directors  of the Company  with a  significant  additional  incentive  through
equity  participation to promote the financial success of the Company and (ii)
to provide an incentive that may be used to attract and retain able persons as
key employees and directors.

Section 2.  Definitions.

            Unless the context requires otherwise, when capitalized, the terms
listed below shall have the following meanings when used in the Plan:

            2.1  "Board"  means  the Board of  Directors  of the  Company,  as
elected from time to time.

            2.2 "Code"  means the Internal  Revenue  Code of 1986,  as amended
from time to time.

            2.3 "Committee" means the Compensation  Committee of the Board, as
appointed from time to time, which shall consist of at least two Directors who
are (a)  "disinterested  persons"  within the  meaning of Rule 16b-3 under the
Exchange Act and (b) "outside  directors" within the meaning of Section 162(m)
of the Code and the regulations and rulings thereunder.

            2.4 "Company" means Barefoot Inc., a Delaware corporation, and any
other  successor  entity  that has  agreed to assume  the  obligations  of the
Company under the Plan.

            2.5 "Common  Stock" means the Company's  Common  Stock,  par value
$.01 per share, or the number and kind of shares of stock or other  securities
into which such Common Stock may be changed in accordance  with Section 7.3 of
the Plan.
2.6   "Covered  Employee"  means any  individual  who, on the last
day of the Company's taxable year, is

                  (a)   the  chief  executive  officer  of the  Company  or is
acting in such capacity; or

                  (b) among the four highest compensated  officers (other than
the chief executive officer).

For this purpose,  whether an individual is the chief executive officer or one
of the four highest  compensated  officers of the Company  shall be determined
pursuant to the  executive  compensation  disclosure  rules under the Exchange
Act.

            2.7 "Date of Grant"  means  the date an option  becomes  effective
under the terms of the governing Option Agreement.

            2.8   "Director" means any member of the Board.

            2.9 "Director Option" means an option not qualifying for treatment
as an ISO which is granted to an Eligible  Director pursuant to Section 4.4 of
the Plan without any action by the Board or the Committee.

            2.10  "Disability"  means,  as it  relates to the  exercise  of an
Incentive Stock Option after  termination of employment,  a disability  within
the meaning of Section  22(e)(3) of the Code, and for all other purposes,  the
inability of a person to engage in any substantial  gainful activity by reason
of any  medically  determinable  physical  or mental  impairment  which can be
expected to result in death or which has lasted or can be expected to last for
a continuous period of not less than 12 months.

            2.11  "Eligible  Director"  means,  on any date,  a person  who is
serving  as a Director  and who is not an  employee  of the  Company or of any
Subsidiary.

            2.12 "Employment Termination Date" means the first date on which a
person ceases to be employed by the Company for any reason  (including but not
limited to voluntary  termination  of employment,  involuntary  termination of
employment,  retirement,  disability,  or death); provided, that the Committee
may  determine  whether  and  as  of  when  an  authorized  leave  of  absence
constitutes a termination of employment for purposes of the Plan.

            2.13 "Exchange Act" means the Securities  Exchange Act of 1934, as
amended from time to time.

            2.14  "Exercise  Date" means the date upon which written notice of
the  exercise of an option is received in proper form by the Company  together
with full payment of the exercise  price and in  compliance  with Section 6 of
the Plan.

            2.15  "Expiration  Date"  means the date  specified  in the Option
Agreement as the expiration date of the option or, if no date is so specified,
subject to the  provisions  of Section  5.4 of the Plan,  the day prior to the
tenth anniversary of the Date of Grant.

            2.16 "Fair Market Value" as applied to the Common Stock means,  as
of any date:  (i) the last reported sale price of Common Stock on any national
securities exchange on which the Common Stock is listed, or, if not so listed,
as reported on The NASDAQ National Market,  as of the nearest preceding day on
which  there  was a trade;  or (ii) if the  Common  Stock is not so  listed or
reported,  the average mean of the closing bid and asked prices as reported by
the NASDAQ System or if not so reported as reported by the National  Quotation
Bureau, as of the nearest preceding day on which there was a trade.

            2.17 "Incentive Stock Option" or "ISO" means an option  designated
as such in the Option  Agreement  and which  qualifies as an  incentive  stock
option within the meaning of Section 422 of the Code.

            2.18 "Key  Employee"  means a person,  not covered by a collective
bargaining  agreement,  who is employed by the Company or a Subsidiary and who
has  managerial,   supervisory,  or  other  significant   responsibilities  or
otherwise contributes substantially to the Company's business.

            2.l9  "Option  Agreement"  means  a  written  agreement  (and  any
amendments or supplements  thereto)  between the Company and a recipient of an
option grant designating the terms, conditions, rights, and duties relating to
an option,  the form or forms of which are to be  determined  by the Committee
consistent with the provisions of the Plan.

            2.20  "Participant"  means a person selected by the Committee from
time to time to receive an option grant under the Plan.

            2.21 "Plan" means the  Barefoot  Inc.  Amended and  Restated  1989
Stock Option Plan, as amended from time to time, except that for periods prior
to August 22, 1991, the term shall refer to the Plan as originally  adopted on
March 31, 1989.

            2.22 "Securities Act" means the Securities Act of 1933, as amended
from time to time.

            2.23 "Significant  Shareholder" is an employee who owns,  directly
or  indirectly,  more than 10% of the combined  voting power of all classes of
stock of the Company,  any Subsidiary or any parent corporation of the Company
(as that term is defined in Section 424 of the Code).

            2.24  "Subsidiary"  shall  have the  meaning  ascribed  thereto in
Section 424 of the Code.

Section 3.  Plan Administration.

            The Plan shall be  administered  by the  Committee.  In accordance
with and subject to the provisions of the Plan,  the Committee  shall have the
authority and discretion to prescribe,  amend and rescind rules and procedures
governing the administration of the Plan,  including,  but not limited to, the
full power and authority (i) to interpret the terms of the Plan,  the terms of
options granted under the Plan and the rules and procedures established by the
Committee,  and (ii) to determine the meaning of or requirements imposed by or
rights of any person under the Plan,  any option granted under the Plan or any
rule or procedure  established by the Committee.  Each action of the Committee
that is within the scope of its  authority  under the Plan shall be binding on
all persons.

Section 4.  Option Grants.

            4.1  Authority  to Grant  Options.  The  Committee  shall have the
authority  to grant at any time to any Key Employee an option  entitling  such
person to purchase  shares of Common Stock from the Company in such  quantity,
at such price,  on such terms and subject to such  conditions  consistent with
the  provisions of the Plan as may be established by the Committee on or prior
to the date on which the Committee  approves such option.  Options  granted to
Key Employees under the Plan may be either ISOs or nonqualified stock options.
Subject to the  provisions of Section 7.3 of this Plan, no Key Employee  shall
receive  options  covering  more than 100,000  shares of Common Stock over any
one-year period.

            4.2  Determination  of Option Terms.  The Committee shall have the
authority and  discretion to determine the Key Employees to whom options shall
be granted  under the Plan,  the number of shares to be subject to each option
granted, the number of options to be awarded to each Key Employee and the time
at which each option shall be granted.  Except as otherwise expressly provided
in the Plan, the Committee shall also have the power to determine, at the time
of the grant of each  option  to a Key  Employee,  all  terms  and  conditions
governing  the  rights and  obligations  of the  holder  with  respect to such
option,  including but not limited to: (a) the purchase price per share or the
method by which the  purchase  price per share  shall be  determined;  (b) the
length of the period  during which the option may be exercised and any vesting
or other  limitations on the number of shares  purchasable under the option at
any given time  during such  period;  (c) the times at which the option may be
exercised; (d) any conditions precedent to the exercise of the option; (e) any
restrictions  on resale of any shares  purchased  upon exercise of the option;
and (f)  whether  any  option  granted  to a Key  Employee  will  or will  not
constitute  an  ISO,  with  any  options  intended  to  qualify  as ISOs to be
designated as such in the Option Agreement pertaining to such options.

            4.3 Option  Agreement.  No person  shall have any rights under any
option  granted  under the Plan unless and until the Company and the person to
whom such option is granted have executed and delivered an Option Agreement.

            4.4 Director  Options.  Each person who is an Eligible Director on
the  date  the  Plan is  approved  by the  stockholders  of the  Company  (the
"Effective Date") shall automatically be granted a Director Option to purchase
5,000 shares of Common Stock.  After the Effective Date, on the first business
day following the date of each annual meeting of stockholders  during the term
of the Plan, each Eligible Director shall  automatically be granted a Director
Option to purchase  2,500 shares of Common Stock.  Each Director  Option shall
have an exercise  price per share equal to the Fair Market Value of the Common
Stock on the date of grant.  Each  Director  Option shall be  exercisable  six
months after the date of grant and shall remain  exercisable until the earlier
to occur of (i) the tenth  anniversary  of the date of grant or (ii) the first
anniversary  of the date the  Eligible  Director  ceases to be a member of the
Board, except that if the Eligible Director ceases to be a member of the Board
after  having  been  convicted  of, or pled  guilty or nolo  contendere  to, a
felony,  his Director Options shall be cancelled on the date he ceases to be a
director.  An Eligible  Director may exercise a Director  Option in the manner
described in Section 6.4 of the Plan.

Section 5.  Option Terms.

            5.1 Plan  Provisions  Control Option Terms.  The terms of the Plan
shall  govern  all  options  granted  under  the Plan.  In the event  that any
provision in an Option Agreement conflicts with any term in the Plan, the term
in the Plan shall control.

            5.2  Price  Limitation  for  Incentive  Stock  Options.  Except as
otherwise  provided in Section 7.3 of the Plan,  the price at which each share
may be purchased  upon  exercise of any ISO granted  under the Plan may not be
less than 100% of the Fair Market Value of such share on the Date of Grant for
such  option,  or not less than 110% of such Fair  Market  Value if, as of the
Date of Grant, the recipient is a Significant Shareholder.

            5.3 Value  Limitation for Incentive  Stock Options.  To the extent
that the aggregate Fair Market Value  (determined at the Date of Grant) of the
Common Stock for which any person may exercise options  designated as ISOs for
the first time during any calendar  year shall exceed  $100,000,  such options
shall be treated as options which are not ISOs.  In applying this  limitation,
options  shall be taken into account in the order in which they were  granted.
This Section 5.3 shall not be deemed to limit  granting of options  other than
ISOs.

            5.4 Term Limitation. No option may be granted under the Plan which
may be exercised  after the expiration of ten years from its Date of Grant and
no ISOs may be granted to any Significant  Shareholder  which may be exercised
after the expiration of five years from the Date of Grant.

            5.5  Modification  of Option  After  Grant.  Except  as  otherwise
specifically  permitted under the Plan, any option granted under the Plan to a
Key Employee may be modified  after its Date of Grant only by express  written
agreement between the Company and the Key Employee, provided that no change in
the terms of any option shall be made which is not  approved by the  Committee
or which is inconsistent with the terms of the Plan.

            5.6 Code Section 162(m) Limitations. Notwithstanding any provision
contained  herein,  all options  granted to Covered  Employees under this Plan
must satisfy the following additional requirements:

                  (a)  Under  the  terms  of  the   option,   the   amount  of
compensation  that the  Covered  Employee  may  receive is based  solely on an
increase  in the value of the  Common  Stock  after  the grant of the  option,
unless  the  grant of such  option  is  contingent  upon the  attainment  of a
performance  goal  that  otherwise   satisfies  the  requirements  of  Section
1.162-27(e)(2)  of the final  regulations  promulgated under Section 162(m) of
the Code.

                  (b) The material terms of the compensation payable under the
options are disclosed to and subsequently  approved by the stockholders of the
Company,  in accordance with the provisions of Section  1.162-27(e)(4)  of the
final regulations promulgated under Section 162(m) of the Code.

                  (c) To the extent  required under the applicable  provisions
of the final  regulations  promulgated  under Section  162(m) of the Code, the
Committee  certifies,  in writing,  prior to the  payment of any  compensation
under the options,  that any required  performance goals or any other material
terms of the options were in fact satisfied.

Section 6.  Option Exercise.

            6.1   Normal  Option Term.  No option  granted  under the Plan may
be exercised after the Expiration Date of the option.

            6.2 Termination of Employment. If a Key Employee ceases his or her
employment with the Company or a Subsidiary,  the Key Employee's  options must
be exercised,  if at all, within one year after the Key Employee's  Employment
Termination  Date if the  termination is due to his or her death or Disability
or  within  three  months  after  the  Employment  Termination  Date  if  such
termination is for any other reason,  provided that this Section 6.2 shall not
extend the exercisability of an option beyond its Expiration Date.

            6.3  Acceleration  of Exercise  Time.  The  Committee  in its sole
discretion  shall have the right to permit the  purchase  of shares  under any
option  granted to a Key  Employee  prior to the time such  option was to have
become  exercisable  under the terms of the  Option  Agreement  covering  such
option.

            6.4 Manner of Option Exercise. Subject to the conditions contained
in the Plan and the Option  Agreement,  a  Participant  may exercise an option
granted under the Plan in whole or in part by delivering written notice to the
Company and paying the full  exercise  price for the shares of Common Stock to
be purchased. If a Participant exercises an option for some but not all shares
subject to the option,  the right to exercise  the option with  respect to the
remaining shares shall continue until the option expires.  A Participant shall
be  required,  as a  condition  precedent  to his or her right to  exercise an
option and at his or her expense,  to supply the Committee with such evidence,
representations  and  agreements  as  the  Committee  may  deem  necessary  or
desirable  to  establish  his or her right to  exercise  such  option  and the
propriety  of the sale of  securities  by  reason  of the  exercise  under the
Securities  Act  and  any  other  laws  or  requirements  of any  governmental
authority.  The Company shall not be obligated to issue any shares  subject to
such option until all such  materials  have been received and determined to be
satisfactory in form and substance by the Committee.

            6.5  Payment  of  Exercise  Price.  The  exercise  price of shares
purchased  upon the exercise of an option granted under the Plan shall be paid
by the Participant in cash, whole shares of Common Stock or any combination of
cash and  shares of Common  Stock.  Shares of Common  Stock  transferred  by a
Participant  to satisfy all or any portion of the  exercise  price may include
shares that are already  owned by the  Participant  at the time of exercise as
well  as,  in the  case of a Key  Employee,  shares  that  are to be  acquired
pursuant to the  exercise of the option  concerned,  and the value of any such
shares shall be their Fair Market Value on the  Exercise  Date. A  Participant
may not transfer to the Company in satisfaction of the purchase price a number
of shares having a Fair Market Value greater than the purchase price.

            6.6  Withholding  Taxes.  The  Company  or a  Subsidiary  shall be
entitled,  if the Committee  deems it necessary or desirable,  to withhold (or
secure  payment  from  the  Participant  in lieu of  withholding)  the  amount
necessary to satisfy any  withholding  or  employment-related  tax  obligation
attributable  to the exercise of an option or otherwise  incurred with respect
to the Plan or an option  and the  Company  may defer  delivery  of any shares
pursuant to the exercise of an option unless  indemnified to its satisfaction.
The  Committee  may,  in its  discretion  and  subject  to such  rules  as the
Committee  may adopt,  permit a Key Employee to satisfy,  in whole or in part,
any  withholding  or  employment-related  tax  obligation  which  may arise in
connection with the grant, exercise or disposition of an option by electing to
have the Company  withhold  shares of Common Stock to be issued or by electing
to deliver to the Company  shares of Common  Stock,  with such shares having a
value equal to their Fair Market Value.

            6.7 Securities Law Compliance.  Each option granted under the Plan
shall be subject to the condition that such option may not be exercised if the
Committee  determines  that the sale of securities upon exercise of the option
may  violate  the  Securities  Act or any  other  law  or  requirement  of any
governmental  authority.  The  Company  shall  not be  deemed by reason of the
granting of any option under the Plan to have any  obligation  to register the
shares  subject to such  option  under the  Securities  Act or to  maintain in
effect  any  registration  of such  shares  which  may be  made  at any  time.
Appropriate  restrictive legends shall be placed on certificates  representing
shares of Common  Stock  acquired  upon the  exercise of  options,  unless the
Committee  determines  upon the  advice of counsel  to the  Company  that such
legends are not required because of the existence of an effective registration
statement registering the shares issuable under the Plan or for other reasons.

            6.8 Disposition of Common Stock Acquired Pursuant to ISO Exercise.
Prior to making a  disposition  (as defined in Section  424(c) of the Code) of
any shares of Common Stock acquired pursuant to the exercise of an ISO granted
under the Plan (i) before the  expiration of two years after the Date of Grant
or (ii) before the expiration of one year after the Exercise Date and the date
on which such shares were transferred to the Participant  pursuant to exercise
of the option, the Participant shall send written notice to the Company of the
proposed date of such disposition, the number of shares to be disposed of, the
amount  of  proceeds  to be  received  from  such  disposition  and any  other
information  relating to such  disposition  that the  Company  may  reasonably
request.  The  Committee  may,  in its  discretion,  condition  the right of a
Participant to make any such  disposition on the receipt by the Company of all
amounts  necessary  to satisfy  any  withholding  and  employment-related  tax
obligation attributable to such disposition.  As a means of enforcing any such
requirement,  the Committee may, in its discretion, cause any shares of Common
Stock issued upon exercise of an ISO to bear a legend restricting transfer (x)
until such time as the Company receives the amounts  necessary to satisfy such
tax  obligation or (y) until the later of the expiration of two years from the
Date of Grant or one year from the  Exercise  Date and the date on which  such
shares were transferred to the Participant pursuant to exercise of the option.

Section 7.  Shares Subject to the Plan.

            7.1 Number Authorized.  The maximum number of shares that shall be
reserved  for  issuance  under the Plan  shall be  2,300,000  shares of Common
Stock,   subject  to  further   adjustment   upon  changes  in  the  Company's
capitalization as provided in Section 7.3 of the Plan. This  authorization may
be increased  from time to time by approval of the Board and the  stockholders
of the  Company.  Shares of Common  Stock that are  issued  upon  exercise  of
options  shall be  applied to reduce the  maximum  number of shares  remaining
available for use under the Plan.

            7.2 Unused  Stock.  Any shares of Common Stock that are subject to
an option that  expires or for any reason is  terminated  shall  automatically
become available for use under the Plan. For this purpose,  to the extent that
any option is cancelled (as described in Section  1.162-27(e)(2)(vi)(B) of the
final  regulations  promulgated  under  Section  162(m)  of  the  Code),  such
cancelled  option shall  continue to be counted  against the maximum number of
shares of Common  Stock for which  options  may be granted  to a Key  Employee
under the Plan.

            7.3 Capital Adjustments.  The number and kind of shares subject to
outstanding  options,  the price for which  shares may be  purchased  upon the
exercise of  outstanding  options and the number and kind of shares  available
for  future  option  grants  under  the  Plan  shall  be   appropriately   and
proportionately  adjusted  to reflect any  subsequent  stock  dividend,  stock
split,  combination  or exchange  of shares,  merger,  consolidation  or other
change in  capitalization  determined by the Committee to be similar to any of
the foregoing  changes in its substantive  effect upon the Plan or the options
granted under the Plan.  The Committee  shall have the discretion to determine
that,  following any such  transaction,  any option  granted to a Key Employee
under the Plan will  constitute  only the right to receive  the  consideration
which the Key Employee  would have received had he or she exercised the option
immediately prior to such transaction.

Section 8.  Termination and Amendment.

            8.1  Termination.  The Board may  terminate or suspend the Plan at
any time. If the Plan is not earlier  terminated,  it shall terminate on March
30,  1999.  No  option  shall be  granted  under  the Plan  after  the  Plan's
termination,  but the  termination of the Plan shall not have any other effect
and any  option  outstanding  at the  time of the  Plan's  termination  may be
exercised  after such  termination  to the same extent that it would have been
exercisable had the Plan not been terminated.

            8.2  Amendment.  The Board may amend the Plan from time to time in
such  respects as it may deem  advisable in order that options  under the Plan
shall conform to any change in applicable  laws or regulations or in any other
respect  the  Board  may  deem to be in the  best  interests  of the  Company;
provided,  however, that no such amendment shall be effective without approval
of the stockholders of the Company if stockholder approval of the amendment is
then required (a) to satisfy the requirements of Rule 16b-3 under the Exchange
Act,  or  any  successor  rule  or  regulation,   (b)  to  satisfy  applicable
requirements  of the Code or (c) to  satisfy  applicable  requirements  of any
securities exchange on which are listed any of the Company's equity securities
or any  requirements  applicable to issuers whose securities are traded in The
NASDAQ National  Market.  No amendment may be made to Section 4.4 or any other
provision of the Plan  relating to Director  Options  within six months of the
last date on which any such  provision  was amended.  No amendment of the Plan
shall result in any Committee  member's losing his status as a  "disinterested
person" as defined in Rule 16b-3 under the Exchange Act or any successor  rule
or regulation.

            8.3 Effect on Outstanding  Options. No termination,  suspension or
amendment of the Plan shall alter or impair any  outstanding  options  without
the consent of the Participant affected thereby; provided,  however, that this
Section  8.3 shall not  impair  the right of the  Committee  to take  whatever
action it deems  appropriate if  specifically  authorized to do so under other
provisions of the Plan.

Section 9.  Miscellaneous.

            9.1 Nontransferability.  During the lifetime of a Participant,  no
option  granted under the Plan shall be assignable or  transferable  or may be
exercised by any person other than the Participant.  In the event of the death
of a Participant, his or her rights and interest in options shall pass by will
or the laws of descent and distribution, and amounts due the Participant shall
be  paid  to,  and  elections  of  the   Participant   made  by,  his  or  her
successors-in-interest, subject to the provisions of Section 6.2 of the Plan.

            9.2  Rights as a  Stockholder.  A  Participant  shall not have any
rights as a  stockholder  with  respect  to shares  issuable  under any option
granted  under the Plan until and unless such shares are issued and  delivered
to the Participant.

            9.3 No Right to Employment or Participation Conferred.  Nothing in
the Plan or (in the absence of an express  provision  to the  contrary) in any
Option Agreement shall confer on any Key Employee any right to continue in the
employment  of the Company or a  Subsidiary  or  interfere in any way with the
right of the Company or a Subsidiary to terminate a Key Employee's  employment
at any time.  Nothing in the Plan shall  confer upon an Eligible  Director any
right to continue to serve on the Board or to be nominated for  re-election to
the Board.

            9.4 No Limit on Other Compensation Arrangements. Nothing contained
in the Plan  shall  prevent  the  Company or a  Subsidiary  from  adopting  or
continuing in effect other or additional compensation arrangements, whether of
general or specific applicability.

            9.5  Governing  Law.  The rights and  obligations  of any  persons
having or claiming to have an interest under the Plan or any Option  Agreement
shall be governed by and construed in accordance with the laws of the State of
Ohio (without giving effect to the conflict of laws principles thereof) in all
respects,  including,  without  limitation,  matters relating to the validity,
construction, interpretation, administration, effect, enforcement and remedies
provisions  of the Plan and its rules and  regulations,  except to the  extent
preempted by applicable federal law or to the extent the law of Delaware,  the
Company's state of incorporation, controls the internal affairs of the Company
with respect to the Plan. The Company agrees to submit to the  jurisdiction of
the state and  federal  courts of the State of Ohio with  respect  to  matters
relating to the Plan and agrees not to raise or assert the  defense  that such
forum is not convenient.
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

                                   EXHIBIT 5

                       Opinion of Vorys, Sater, Seymour
                           and Pease as to legality
- ------------------------------------------------------------------------------

- ------------------------------------------------------------------------------

Board of Directors
Barefoot Inc.
June 24, 1996
Page 2

                                                                (614) 464-6400

                                 June 24, 1996

Board of Directors
Barefoot Inc.
450 West Wilson Bridge Road
Worthington, Ohio  43085

Gentlemen:

            We are  familiar  with the  proceedings  taken and  proposed to be
taken by Barefoot Inc., a Delaware corporation (the "Company"),  in connection
with the institution  and amendment of the Barefoot Inc.  Amended and Restated
1989 Stock  Option Plan (as amended,  the "Plan"),  the granting of options to
purchase  shares  of Common  Stock,  par value  $0.01 per share  (the  "Common
Shares"),  of the Company  pursuant to the Plan and the  issuance  and sale of
Common  Shares of the  Company  upon  exercise  of options  granted  and to be
granted under the Plan, as described in the Registration Statement on Form S-8
(the  "Registration  Statement")  to be filed with the Securities and Exchange
Commission on June 24, 1996. The purpose of the  Registration  Statement is to
register an additional  500,000 Common Shares  reserved for issuance under the
Plan pursuant to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

            In connection  with this opinion,  we have examined an original or
copy  of,  and  have  relied  upon  the  accuracy  of,   without   independent
verification or investigation:  (a) the Registration Statement;  (b) the Plan;
(c) the Company's Restated  Certificate of Incorporation,  as amended; (d) the
Company's Restated By-Laws;  and (e) certain  proceedings of the directors and
of  the   stockholders  of  the  Company.   We  have  also  relied  upon  such
representations   of  the  Company  and  officers  of  the  Company  and  such
authorities of law as we have deemed relevant as a basis for this opinion.
We have relied solely upon the examinations and inquiries  recited
herein, and we have not undertaken any independent  investigation to determine
the  existence or absence of any facts,  and no inference as to our  knowledge
concerning such facts should be drawn.

            Based  upon  and  subject  to  the   foregoing   and  the  further
qualifications  and limitations set forth below, as of the date hereof, we are
of the  opinion  that after the  500,000  Common  Shares of the  Company to be
registered under the Registration  Statement have been issued and delivered by
the Company upon the exercise of options under the Plan against payment of the
purchase price therefor, in accordance with the terms of the Plan, said Common
Shares  will be  validly  issued,  fully  paid  and  non-assessable,  assuming
compliance with applicable federal and state securities laws.

            This  opinion is  furnished  by us solely  for the  benefit of the
Company in connection  with the offering of the Common Shares  pursuant to the
Plan and the filing of the Registration  Statement and any amendments thereto.
This opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.

            Notwithstanding  the  foregoing,  we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to us
therein.

                                    Very truly yours,

                                    VORYS, SATER, SEYMOUR AND PEASE