EXHIBIT 10.8

                             1996 STOCK OPTION PLAN
                            OF INTEGRATED BRANDS INC.


     1. Purpose

     INTEGRATED BRANDS INC. (the "Company") desires to attract and retain the
best available talent and encourage the highest level of performance in order to
continue to serve the best interests of the Company and its stockholders. By
affording key personnel the opportunity to acquire proprietary interests in the
Company and by providing them incentives to put forth maximum efforts for the
success of the business, the 1996 Stock Option Plan of INTEGRATED BRANDS INC.
(the "1996 Plan") is expected to contribute to the attainment of those
objectives.

     The word "Subsidiary" or "Subsidiaries" as used herein, shall mean any
corporation, fifty percent or more of the voting stock of which is owned by the
Company.

     2. Scope and Duration

     Options under the 1996 Plan may be granted in the form of incentive stock
options ("Incentive Options") as provided in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or in the form of nonqualified stock
options ("Non-Qualified Options"). (Unless otherwise indicated, references in
the 1996 Plan to "options" include Incentive Options and Non-Qualified Options.)
The maximum aggregate number of shares as to which options may be granted from
time to time under the 1996 Plan is 1,070,000 shares of the Common Stock of the
Company ("Common Stock"), which shares may be, in whole or in part, authorized
but unissued shares or shares reacquired by the Company. If an option shall
expire, terminate or be surrendered for cancellation for any reason without
having been exercised in full, the shares represented by the option or portion
thereof not so exercised shall (unless the 1996 Plan shall have been terminated)
become available for subsequent option grants under the 1996 Plan. As provided
in paragraph 13 hereof, the 1996 Plan shall become effective on July 18, 1996,
and unless terminated sooner pursuant to paragraph 14, the 1995 Plan shall
terminate on July 17, 2006, and no option shall be granted hereunder after that
date.

     3. Administration

     The 1996 Plan shall be administered by the Board of Directors of the
Company, or, at the discretion a committee which is appointed by the Board of
Directors to perform such function (the "Committee"). The Committee shall
consist of not less than two members of the Board of Directors. Members of the
Committee shall not be eligible to participate in the 1996 Plan while a member
of the Committee. Vacancies occurring in the membership of the Committee shall
be filled by appointment by the Board of Directors.



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     The Board of Directors or Committee shall have authority in its discretion,
subject to and not inconsistent with the express provisions of the 1996 Plan, to
grant options, to determine the purchase price of the Common Stock covered by
each option, the term of each option, the persons to whom, and the time or times
at which, options shall be granted and the number of shares to be covered by
each option; to designate options as Incentive Options or Non-Qualified Options;
to interpret the 1996 Plan; to prescribe, amend and rescind rules and
regulations relating to the 1996 Plan; to determine the terms and provisions of
the option agreements (which need not be identical) entered into in connection
with options under the 1996 Plan; and to make all other determinations deemed
necessary or advisable for the administration of the 1996 Plan. The Board or the
Committee may delegate to one or more of its members or to one or more agents
such administrative duties as it may deem advisable, and the Board or the
Committee or any person to whom it has delegated duties as aforesaid may employ
one or more persons to render advice with respect to any responsibility the
Board or the Committee or such person may have under the 1996 Plan.

     4. Eligibility; Factors to be Considered in Granting Options

     Incentive Options shall be limited to persons who are employees of the
Company or its present and future Subsidiaries and at the grant of any option
are in the employ of the Company or its present and future Subsidiaries. In
determining the employees to whom Incentive Options shall be granted and the
number of shares to be covered by each Incentive Option, the Board or the
Committee shall take into account the nature of the employees' duties, their
present and potential contributions to the success of the Company and such other
factors as it shall deem relevant in connection with accomplishing the purposes
of the 1996 Plan. An employee who has been granted an option or options under
the 1996 Plan may be granted an additional option or options, subject, in the
case of Incentive Options, to such limitations as may be imposed by the Code on
such options. Subject to paragraph 12 hereof, the maximum numbers of shares
subject to options which may be granted under the 1996 Plan to any employee of
the Company shall be 500,000 shares per taxable year and 900,000 shares during
the term of the 1996 Plan. Except as provided below, a Non-Qualified Option may
be granted to any person, including, but not limited to, employees, independent
agents, consultants and attorneys, who the Board or the Committee believes has
contributed, or will contribute, to the success of the Company.

     5. Option Price

     The purchase price of the Common Stock covered by each option shall be
determined by the Board or the Committee and in the case of an Incentive Option,
shall not be less than 100% of the Fair Market Value (as defined in paragraph 15
below) of a share of the Common Stock on the date on which the option is
granted. In case of Non-Qualified Options the purchase price shall be not less
than the par value of a share of Common Stock.


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Such prices shall be subject to adjustment as provided in paragraph 12 hereof.
The Board or the Committee shall determine the date on which an option is
granted; in the absence of such a determination, the date on which the Board or
the Committee adopts a resolution granting an option shall be considered the
date on which such option is granted.

     6. Term of Options

     The term of each option shall be not more than ten years from the date of
grant, as the Board or the Committee shall determine, subject to earlier
termination as provided in paragraphs 10 and 11 below and subject to
subparagraph 8 as to certain Incentive Options.

     7. Exercise of Options

     Subject to the provisions of the 1996 Plan and unless otherwise provided in
the option agreement, options granted under the 1996 Plan shall become
exercisable as determined by the Board or the Committee. In its discretion, the
Board or the Committee may, in any case or cases, prescribe that options granted
under the 1996 Plan become exercisable in installments or provide that an option
may be exercisable in full immediately upon the date of its grant. The Board or
the Committee may, in its sole discretion, also provide that an option granted
pursuant to the 1996 Plan shall immediately become exercisable in full upon the
happening of any of the following events: (i) the first purchase of shares of
Common Stock pursuant to a tender offer or exchange offer (other than an offer
by the Company) for all, or any part of, the Common Stock, (ii) the approval by
the stockholders of the Company of an agreement for a merger in which the
Company will not survive as an independent, publicly owned corporation, a
consolidation, or a sale, exchange or other disposition of all or substantially
all of the Company's assets, (iii) with respect to an employee, on his or her
65th birthday, or (iv) with respect to an employee, on the employee's
involuntary termination from employment. In the event of a question or
controversy as to whether or not any of the events hereinabove described has
taken place, a determination by the Board or the Committee that such event has
or has not occurred shall be conclusive and binding upon the Company and
participants in the 1996 Plan.

     Any option at any time granted under the 1996 Plan may contain a provision
to the effect that the optionee (or any persons entitled to act under paragraph
11 hereof) may, at any time at which the Fair Market Value (as defined in
paragraph 15 below) is in excess of the exercise price and prior to exercising
the option, in whole or in part, request that the Company purchase all or any
portion of the option as shall then be exercisable at a price equal to the
difference between (i) an amount equal to the option price multiplied by the
number of shares subject to that portion of the option in respect of which such
request shall be made and (ii) an amount equal to such number of shares
multiplied by the Fair Market Value of the Company's Common Stock (within the
meaning of Section 422 of the Code and the regulations promulgated thereunder)
on the date of


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purchase. The Company shall have no obligation to make any purchase pursuant to
such request, but if it elects to do so, such portion of the option as to which
the request is made shall be surrendered to the Company. The purchase price for
the portion of the option to be so surrendered shall be paid by the Company, at
the election of the Board or the Committee either in cash or in shares of Common
Stock (valued as of the date and in the manner provided in clause (ii) above),
or in any combination of cash and Common Stock, which may consist, in whole or
in part, of shares of authorized but unissued Common Stock or shares of Common
Stock held in the Company's treasury. No fractional share of Common Stock shall
be issued or transferred and any fractional share shall be disregarded. Shares
covered by that portion of any option purchased by the Company pursuant hereto
and surrendered to the Company shall not be available for the granting of
further options under the Plan. All determinations to be made by the Company
hereunder shall be made by the Board or the Committee.

     Any option at any time granted under the 1996 Plan may also contain a
provision to the effect that the payment of the exercise price may be made by
delivery to the Company by the optionee of an executed exercise form together
with irrevocable instructions to a broker-dealer to sell or margin a sufficient
portion of the shares sold or margined and deliver the sale or margin loan
proceeds directly to the Company to pay for the exercise price.

     An option may be exercised, at any time or from time to time (subject, in
the case of Incentive Options, to such restrictions as may be imposed by the
Code), as to any or all full shares as to which the option has become
exercisable until the expiration of the period set forth in paragraph 6 hereof,
by the delivery to the Company, at its principal place of business of (i)
written notice of exercise in the form specified by the Board or the Committee
specifying the number of shares of Common Stock with respect to which the option
is being exercised and signed by the person exercising the option as provided
herein, (ii) payment of the purchase price; and (iii) in the case of
Non-Qualified Options, payment in cash of all withholding tax obligations
imposed on the Company by reason of the exercise of the option. Upon acceptance
of such notice, receipt of payment in full, and receipt of payment of all
withholding tax obligations, the Company shall cause to be issued a certificate
representing the number of shares of Common Stock purchased. In the event the
person exercising the option delivers the items specified in (i) and (ii) of
this subparagraph, but not the item specified in (iii) hereof, if applicable,
the option shall still be considered exercised upon acceptance by the Company
for the full number of shares of Common Stock specified in the notice of
exercise but the actual number of shares issued shall be reduced by the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the option is exercised, is sufficient
to satisfy the required amount of withholding tax.


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     The purchase price of the shares as to which an option is exercised shall
be paid in full at the time of exercise. Payment shall be made in cash, which
may be paid by check or other instrument acceptable to the Company; in addition,
subject to compliance with applicable laws and regulations and such conditions
as the Board or the Committee may impose, the Board or the Committee, in its
sole discretion, may on a case-by-case basis elect to accept payment in shares
of Common Stock of the Company which are already owned by the option holder,
valued at the Fair Market Value thereof (as defined in paragraph 15 below) on
the date of exercise; provided, however, that with respect to Incentive Options,
no such discretion may be exercised unless the option agreement permits the
payment of the purchase price in that manner.

     Except as provided in paragraphs 10 and 11 below, no option granted to an
employee may be exercised at any time by such employee unless such employee is
then an employee of the Company or a Subsidiary.

     8. Incentive Options

     With respect to Incentive Options granted, the aggregate Fair Market Value
(determined in accordance with the provisions of paragraph 15 at the time the
Incentive Option is granted) of the Common Stock or any other stock of the
Company or its current or future Subsidiaries with respect to which incentive
stock options, as defined in Section 422 of the Code, are exercisable for the
first time by any employee during any calendar year (under all incentive stock
option plans of the Company and its parent and subsidiary corporation's, as
those terms are defined in Section 424 of the Code) shall not exceed $100,000.

     No Incentive Option may be awarded to any employee who immediately prior to
the date of the granting of such Incentive Option owns more than 10% of the
combined voting power of all classes of stock of the Company or any of its
Subsidiaries unless the exercise price under the Incentive Option is at least
110% of the Fair Market Value and the option expires within five years from the
date of grant.

     In the event of amendments to the Code or applicable regulations relating
to Incentive Options subsequent to the date hereof, the Company may amend the
provisions of the 1996 Plan, and the Company and the employees holding options
may agree to amend outstanding option agreements, to conform to such amendments

     9. Non-Transferability of Incentive Options

     Incentive Options granted under the 1996 Plan shall not be transferable
otherwise than by will or the laws of descent and distribution, and Incentive
Options may be exercised during the lifetime of the optionee only by the
optionee. No transfer of an Incentive Option by the optionee by will or by the
laws of descent and distribution shall be effective to bind the Company


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unless the Company shall have been furnished with written notice thereof and a
copy of the will and such other evidence as the Company may deem necessary to
establish the validity of the transfer and the acceptance by the transferor or
transferees of the terms and conditions of such option.

     10. Termination of Employment

     In the event that the employment of an employee to whom an option has been
granted under the 1996 Plan shall be terminated (except as set forth in
paragraph 11 below), such option may be, subject to the provisions of the 1996
Plan, exercised (to the extent that the employee was entitled to do so at the
termination of his employment) at any time within thirty (30) days after such
termination, but not later than the date on which the option terminates;
provided, however, that any option which is held by an employee whose employment
is terminated for cause or voluntarily without the consent of the Company shall,
to the extent not theretofore exercised, automatically terminate as of the date
of termination of employment. As used herein, "cause" shall mean conduct
amounting to fraud, dishonesty, negligence, insubordination, failure to perform,
or engaging in competition or solicitations in competition with the Company and
breaches of any applicable employment agreement between the Company and the
optionee. Options granted to employees under the 1996 Plan shall not be affected
by any change of duties or position so long as the holder continues to be a
regular employee of the Company or any of its current or future Subsidiaries.
Any option agreement or any rules and regulations relating to the 1996 Plan may
contain such provisions as the Board or the Committee shall approve with
reference to the determination of the date employment terminates and the effect
of leaves of absence. Nothing in the 1996 Plan or in any option granted pursuant
to the 1996 Plan shall confer upon any employee any right to continue in the
employ of the Company or any of its Subsidiaries or parent or affiliated
companies or interfere in any way with the right of the Company or any such
Subsidiary or parent or affiliated companies to terminate such employment at any
time.

     11. Death of Employee

     If an employee to whom an option has been granted under the 1996 Plan shall
die while employed by the Company or a Subsidiary or within thirty (30) days
after the termination of such employment (other than termination for cause or
voluntary termination without the consent of the Company), such option may be
exercised, to the extent exercisable by the employee on the date of death, by a
legatee or legatees of the employee under the employee's last will, or by the
employee's personal representative or distributees, at any time within one year
after the date of the employee's death, but not later than the date on which the
option terminates.

     12. Adjustments Upon Changes in Capitalization, Etc.


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     Notwithstanding any other provision of the 1996 Plan, the Board or the
Committee may, at any time, make or provide for such adjustments to the 1996
Plan, to the number and class of shares issuable thereunder, in the aggregate or
to any executive officer, or to any outstanding options as it shall deem
appropriate to prevent dilution or enlargement of rights, including adjustments
in the event of changes in the outstanding Common Stock by reason of stock
dividends, split-ups, recapitalizations, mergers, consolidations, combinations
or exchanges of shares, separations, reorganizations, liquidations and the like.
In the event of any offer to holders of Common Stock generally relating to the
acquisition of their shares, the Board or the Committee may make such adjustment
as it deems equitable in respect of outstanding options and rights, including in
its discretion revision of outstanding options and rights so that they may be
exercisable for the consideration payable in the acquisition transaction. Any
such determination by the Board or the Committee shall be conclusive. Any
fractional shares resulting from such adjustments shall be eliminated.

     13. Effective Date

     The 1996 Plan shall become effective on July 18, 1996, the date of adoption
of the Board of Directors, provided it is approved by the stockholders of the
Company on or prior to July 17, 1997.

     14. Termination and Amendment

     The Board of Directors of the Company may suspend, terminate, modify or
amend the 1996 Plan, provided that any amendment that would increase the
aggregate number of shares which may be issued under the 1996 Plan or to any
executive officer, materially increase the benefits accruing to participants
under the 1996 Plan, or materially modify the requirements as to eligibility for
participation in the 1996 Plan, shall be subject to the approval of the
Company's stockholders, except that any such increase or modification that may
result from adjustments authorized by paragraph 12 hereof does not require such
approval. No suspension, termination, modification or amendment of the 1996 Plan
may, without the consent of the employee to whom an option shall theretofore
have been granted, adversely affect the rights of such employee under such
option.

     15. Miscellaneous

     As said term is used in the 1996 Plan, the "Fair Market Value" of a share
of Common Stock on any day means: (a) if the principal market for the Common
Stock is a national securities exchange or the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") the closing sales price
of the Common Stock on such day as reported by such exchange or NASDAQ, or on a
consolidated tape reflecting transactions on such exchange or system, or (b) if
the principal market for the Common Stock is not a national securities exchange
or NASDAQ the mean


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between the highest bid and lowest asked prices for the Common Stock on such day
as reported by NASDAQ or the National Quotation Bureau, Inc.; provided that if
clauses (a) and (b) of this paragraph are inapplicable, or if no trades have
been made or no quotes are available for such day, the Fair Market Value of the
Common Stock shall be determined by the Board or the Committee whose
determination shall be conclusive as to the Fair Market Value of the Common
Stock.

     The Board or the Committee may require, as a condition to the exercise of
any options granted under the 1996 Plan, that to the extent required at the time
of exercise, (i) the shares of Common Stock reserved for purposes of the 1996
Plan shall be duly listed, upon official notice of issuance, upon stock
exchange(s) on which the Common Stock is listed, (ii) a Registration Statement
under the Securities Act of 1933, as amended, with respect to such shares shall
be effective, and/or (iii) the person exercising such option deliver to the
Company such documents, agreements and investment and other representations as
the Board or the Committee shall determine to be in the best interests of the
Company.

     During the term of the 1996 Plan, the Board or the Committee, in its
discretion, may offer one or more optionholders the opportunity to surrender any
or all unexpired options for cancellation or replacement. If any options are so
surrendered, the Board or the Committee may then grant new Non-Qualified or
Incentive Options to such holders for the same or different numbers of shares at
higher or lower exercise prices than the surrendered options. Such new options
may have a different term and shall be subject to the provisions of the 1996
Plan the same as any other option.

     Anything herein to the contrary notwithstanding, the Board or the Committee
may, in their sole discretion, impose more restrictive conditions on the
exercise of an option granted pursuant to the 1996 Plan; however, any and all
such conditions shall be specified in the option agreement limiting and defining
such option.