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                                                                  EXHIBIT 10.10

                                 THE NORTH FACE, INC.

                              1995 STOCK INCENTIVE PLAN

                                     (AS AMENDED)

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                                  TABLE OF CONTENTS
                                 THE NORTH FACE, INC.
                              1995 STOCK INCENTIVE PLAN


ARTICLE I
GENERAL.......................................................................1
    1.1  PURPOSE..............................................................1
    1.2  ADMINISTRATION.......................................................1
    1.3  PERSONS ELIGIBLE FOR AWARDS..........................................2
    1.4  TYPES OF AWARDS UNDER PLAN...........................................2
    1.5  SHARES AVAILABLE FOR AWARDS..........................................2
    1.6  DEFINITIONS OF CERTAIN TERMS.........................................3

ARTICLE II
AWARDS UNDER THE PLAN.........................................................3
    2.1  AGREEMENTS EVIDENCING AWARDS.........................................3
    2.2  GRANT OF STOCK OPTIONS...............................................4
    2.3  EXERCISE OF OPTIONS..................................................4
    2.4  TERMINATION OF EMPLOYMENT; DEATH.....................................5

ARTICLE III
MISCELLANEOUS.................................................................6
    3.1  AMENDMENT OF THE PLAN; MODIFICATION OF AWARDS........................6
    3.2  RESTRICTIONS.........................................................6
    3.3  NONASSIGNABILITY.....................................................7
    3.4  WITHHOLDING TAXES....................................................7
    3.5  RIGHT OF DISCHARGE RESERVED..........................................7
    3.6  NATURE OF PAYMENTS...................................................7
    3.7  NON-UNIFORM DETERMINATIONS...........................................8
    3.8  OTHER PAYMENTS OR AWARDS.............................................8
    3.9  SECTION HEADINGS.....................................................8
    3.10 EFFECTIVE DATE AND TERM OF PLAN......................................8
    3.11 GOVERNING LAW........................................................9


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                                      ARTICLE I

                                       GENERAL

1.1 PURPOSE

         The purpose of the The North Face, Inc. 1995 Stock Incentive Plan (the
"Plan") is to provide for officers and other employees (including directors
whether or not employees) of, and consultants to, The North Face, Inc. (The
"Company") an incentive (a) to enter into and remain in the service of the
Company, (b) to enhance the long-term performance of the Company, and (c) to
acquire a proprietary interest in the success of the Company.

1.2 ADMINISTRATION

    1.2.1     Subject to Section 1.2.6, the Plan shall be administered by the
Compensation Committee (the "Committee") of the board of directors of the
Company (the "Board"), which shall consist of not less than two directors (at
least a majority of which are not officers or employees of the Company) and to
which the Board shall grant power to authorize the issuance of the Company's
capital stock pursuant to awards granted under the Plan.  The members of the
Committee shall be appointed by, and serve at the pleasure of, the Board.

    1.2.2     The Committee shall have the authority (a) to exercise all of the
powers granted to it under the Plan, (b) to construe, interpret and implement
the Plan and any Plan Agreements executed pursuant to Section 2.1, (c) to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules governing its own operations, (d) to make all determinations
necessary or advisable in administering the Plan, (e) to correct any defect,
supply any omission and reconcile any inconsistency in the Plan, and (f) to
amend the Plan to reflect changes in applicable law.

    1.2.3     Actions of the Committee shall be taken by the vote of a majority
of its members.  Any action may be taken by a written instrument signed by a
majority of the Committee members, and action so taken shall be fully as
effective as if it had been taken by a vote at a meeting.

    1.2.4     The determination of the Committee on all matters relating to the
Plan or any Plan Agreement shall be final, binding and conclusive.

    1.2.5     No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any award
thereunder.

    1.2.6     Notwithstanding anything to the contrary contained herein:  (a)
until the Board shall appoint the members of the Committee, the Plan shall be
administered by the Board; and (b) the Board may, in its sole discretion, at any
time and from time to time, resolve to administer


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the Plan.  In either of the foregoing events, the term "Committee" as used
herein shall be deemed to mean the Board.

1.3 PERSONS ELIGIBLE FOR AWARDS

    Awards under the Plan may be made to such officers, directors, and other
employees of the Company, and to such consultants to the Company (collectively,
"key persons"), as the Committee shall in its sole discretion select with
consideration given to recommendations by senior management.

1.4 TYPES OF AWARDS UNDER PLAN

    Awards under the Plan shall be in the form of nonqualified stock options.
The term "award" means any award of nonqualified stock options under the Plan.

1.5 SHARES AVAILABLE FOR AWARDS

    1.5.1     The total number of shares of common stock of the Company, par
value $.01 per share ("Common Stock"), with respect to which awards may be
granted pursuant to the Plan shall not exceed 224,000 shares.    Such shares may
be authorized but unissued Common Stock or authorized and issued Common Stock
held in the Company's treasury or acquired by the Company for the purposes of
the Plan.  The Committee may direct that any stock certificate evidencing shares
issued pursuant to the Plan shall bear a legend setting forth such restrictions
on transferability as may apply to such shares pursuant to the Plan.

    1.5.2     If there is any change after May 17, 1996, in the outstanding 
shares of Common Stock by reason of a stock dividend or distribution, stock 
split-up, recapitalization, combination or exchange of shares, or by reason 
of any merger, consolidation, spinoff or other corporate reorganization in 
which the Company is the surviving corporation, the number of shares 
available for issuance both in the aggregate and with respect to each 
outstanding award, and the purchase price per share under outstanding awards, 
shall be equitably adjusted by the Committee, whose determination shall be 
final, binding and conclusive.  After any adjustment made pursuant to this 
Section 1.5.2, the number of shares subject to each outstanding award shall 
be rounded to the nearest whole number.

    1.5.3     Any shares subject to an award under the Plan that remain
unissued upon the cancellation or termination of such award for any reason
whatsoever, shall again become available for awards under the Plan.  Except as
provided in this Section 1.5, there shall be no limit on the number or the value
of the shares of Common Stock issuable to any individual under the Plan.


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1.6 DEFINITIONS OF CERTAIN TERMS

    1.6.1     The "Fair Market Value" of a share of Common Stock on any day
shall be the Fair Market Value of a share of Common Stock on any day determined
by the Committee; the Fair Market Value of a share of Common Stock as of the
date of adoption of the Plan is FIVE DOLLARS ($5.00) per share.  The "Fair
Market Value" of all or part of an option on any day shall be the product of (a)
the number of shares for which such option (or part thereof) is then
exercisable, multiplied by (b) the excess of the Fair Market Value of a share of
Common Stock on such day over the exercise price with respect to such option.

    1.6.2     The term "employment" means, in the case of a grantee of an award
under the Plan who is not an employee of the Company, the grantee's association
with the Company as a consultant or otherwise.

    1.6.3     A grantee shall be deemed to have a "termination of employment"
upon ceasing to be employed by the Company and all of its subsidiaries or by a
corporation assuming awards in a transaction to which section 424(a) of the Code
applies.  The Committee may in its discretion determine (a) whether any leave of
absence constitutes a termination of employment for purposes of the Plan, (b)
the impact, if any, of any such leave of absence on awards theretofore made
under the Plan, and (c) when a change in a non-employee's association with the
Company constitutes a termination of employment for purposes of the Plan.  The
Committee shall have the right to determine whether the termination of a
grantee's employment is a dismissal for cause and the date of termination in
such case, which date the Committee may retroactively deem to be the date of the
action that is cause for dismissal.  Such determinations of the Committee shall
be final, binding and conclusive.

    1.6.4     The terms "parent corporation" and "subsidiary corporation" have
the meanings given them in section 424(e) and (f) of the Code, respectively.

                                      ARTICLE II
                                AWARDS UNDER THE PLAN

2.1 AGREEMENTS EVIDENCING AWARDS

    Each award granted under the Plan shall be evidenced by a written agreement
("Plan Agreement") which shall contain such provisions as the Committee may in
its sole discretion deem necessary or desirable.  By accepting an award pursuant
to the Plan, a grantee thereby agrees  that the award shall be subject to all of
the terms and provisions of the Plan and the applicable Plan Agreement.


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2.2 GRANT OF STOCK OPTIONS

    2.2.1     The Committee may grant nonqualified stock options to purchase
shares of Common Stock from the Company, to such persons, and in such amounts
and subject to such terms and conditions, as the Committee shall determine in
its sole discretion, subject to the provisions of the Plan.

    2.2.2     Each Plan Agreement with respect to an option shall set forth the
amount (the "option exercise price") payable by the grantee to the Company upon
exercise of the option evidenced thereby.  The option exercise price per share
shall be determined by the Committee in its sole discretion, provided that in no
event shall it be less than the Fair Market Value of a share of Common Stock.

    2.2.3     Each Plan Agreement with respect to an option shall set forth the
periods during which the award evidenced thereby shall be exercisable, whether
in whole or in part.  Such periods shall be determined by the Committee in its
sole discretion, provided that except as and to the extent that the Committee
may otherwise provide pursuant to Section 3.1.3, no option shall be exercisable
prior to the first anniversary of the date of grant.

2.3 EXERCISE OF OPTIONS

    Subject to the provisions of this Article II, each option granted under the
Plan shall be exercisable as follows:

    2.3.1     Unless the applicable Plan Agreement otherwise provides, an
option shall become exercisable on the tenth anniversary of the date the option
is granted.

    2.3.2     Unless the applicable Plan Agreement otherwise provides, once an
installment becomes exercisable, it shall remain exercisable until expiration,
cancellation or termination of the award.

    2.3.3     Unless the applicable Plan Agreement otherwise provides, an
option may be exercised from time to time as to all or part of the shares as to
which such award is then exercisable.

    2.3.4     An option shall be exercised by the filing of a written notice
with the Company, on such form and in  such manner as the Committee shall in its
sole discretion prescribe.

    2.3.5     Any written notice of exercise of an option shall be accompanied
by payment for the shares being purchased.  Such payment shall be made:  (a) by
certified or official bank check (or the equivalent thereof acceptable to the
Company) for the full option exercise price; (b) by (i) delivery of shares of
Common Stock held by the optionee for the requisite period necessary to avoid a
charge to the Company's earnings for financial reporting purposes, and/or (ii)
conversion


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in whole or in part of an option (to the extent then exercisable), in either
case having a Fair Market Value (determined as of the exercise date) equal to
all or part of the option exercise price, together with a certified or official
bank check (or the equivalent thereof acceptable to the Company) for any
remaining portion of the full option exercise price; or (c) at the discretion of
the Committee and to the extent permitted by law, by such other provision,
consistent with the terms of the Plan, as the Committee may from time to time
prescribe.

    2.3.6     Promptly after receiving payment of the full option exercise
price, the Company shall, subject to the provisions of Section 3.2, deliver to
the grantee or to such other person as may then have the right to exercise the
award, a certificate or certificates for the shares of Common Stock for which
the award has been exercised.  If the method of payment employed upon option
exercise so requires, and if applicable law permits, an optionee may direct the
Company to deliver the certificate(s) to the optionee's stockbroker.

    2.3.7     No grantee of an option (or other person having the right to
exercise such award) shall have any of the rights of a stockholder of the
Company with respect to shares subject to such award until the issuance of a
stock certificate to such person for such shares.  Except as otherwise provided
in Section 1.5.2, no adjustment shall be made for dividends, distributions or
other rights (whether ordinary or extraordinary, and whether in cash, securities
or other property) for which the record date is prior to the date such stock
certificate is issued.

2.4 TERMINATION OF EMPLOYMENT; DEATH

    2.4.1     Except to the extent otherwise provided in Section 2.4.2 or 2.4.3
or in the applicable Plan Agreement, all options not theretofore exercised shall
terminate upon termination of the grantee's employment for any reason (including
death).  To the extent options held by a grantee are not exercisable on the date
of any such termination, such options shall not thereafter become exercisable.

    2.4.2     If a grantee's employment terminates for any reason other than
death or dismissal for cause, the  grantee (or his legal representative, if
applicable) may exercise any outstanding option on the following terms and
conditions:  (a) exercise may be made only to the extent that the grantee was
entitled to exercise the award on the date of employment termination; and (b)
exercise must occur within three months after employment terminates, but in no
event after the expiration date of the award as set forth in the Plan Agreement.

    2.4.3     If a grantee dies while employed by the Company or any
subsidiary, or after employment termination but during the period in which the
grantee's awards are exercisable pursuant to Section 2.4.2, any outstanding
option shall be exercisable on the following terms and conditions:  (a) exercise
may be made only to the extent that the grantee was entitled to exercise the
award on the date of death; and (b) exercise must occur by the earlier of the
first anniversary of the grantee's death or the expiration date of the award.
Any such exercise of an award following a grantee's death shall be made only by
the grantee's executor or administrator, unless


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the grantee's will specifically disposes of such award, in which case such
exercise shall be made only by the recipient of such specific disposition.  If a
grantee's personal representative or the recipient of a specific disposition
under the grantee's will shall be entitled to exercise any award pursuant to the
preceding sentence, such representative or recipient shall be bound by all the
terms and conditions of the Plan and the applicable Plan Agreement which would
have applied to the grantee including, without limitation, the provisions of
Section 3.2 hereof.

                                     ARTICLE III
                                    MISCELLANEOUS

3.1 AMENDMENT OF THE PLAN; MODIFICATION OF AWARDS

    3.1.1     The Board may from time to time suspend, discontinue, revise or
amend the Plan in any respect whatsoever, except that no such amendment shall
materially impair any rights or materially increase any obligations under any
award theretofore made under the Plan without the consent of the Grantee (or,
upon the grantee's death, the person having the right to exercise the award).
For purposes of this Section 3.1, any action of the Board or the Committee that
alters or affects the tax treatment of any award shall not be considered to
materially impair any rights of any grantee.

    3.1.3     The Committee may amend any outstanding Plan Agreement,
including, without limitation, by amendment which would (a) accelerate the time
or times at which the award may be exercised, or (b) waive or amend any goals,
restrictions or conditions set forth in the Agreement, or (c) extend the
scheduled expiration date of the award.  However, any such cancellation or
amendment that materially impairs the rights or materially increases the
obligations of a grantee under an outstanding award shall be made only with the
consent of the grantee (or, upon the grantee's death, the person having the
right to exercise the award).

3.2 RESTRICTIONS

    3.2.1     If the Committee shall at any time determine that any Consent (as
hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any award under the Plan, the issuance or
purchase of shares or other rights thereunder, or the taking of any other action
thereunder (each such action being hereinafter referred to as a "Plan Action"),
then such Plan Action shall not be taken, in whole or in part, unless and until
such Consent shall have been effected or obtained to the full satisfaction of
the Committee.

    3.2.2     The term "Consent" as used herein with respect to any Plan Action
means (a) any and all listings, registrations or qualifications in respect
thereof upon any securities exchange or under any federal, state or local law,
rule or regulation, (b) any and all written agreements and representations by
the grantee with respect to the disposition of shares, or with respect to any
other matter, which the Committee shall deem necessary or desirable to comply
with the terms of any such listing, registration or qualification or to obtain
an exemption from the requirement that


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any such listing, qualification or registration be made and (c) any and all
consents, clearances and approvals in respect of a Plan Action by any
governmental or other regulatory bodies.

3.3 NONASSIGNABILITY

    No award or right granted to any person under the Plan or under any Plan
Agreement shall be assignable or transferable other than by will or by the laws
of descent and distribution.  All rights granted under the Plan or any Plan
Agreement shall be exercisable during the life of the grantee or during the
period specified in Section 2.4.3 only by the grantee or the grantee's legal
representative.

3.4 WITHHOLDING TAXES

    3.4.1     Whenever cash is to be paid pursuant to an award under the Plan,
the Company shall be entitled to deduct therefrom an amount sufficient in its
opinion to satisfy all federal, state and other governmental tax withholding
requirements related to such payment.

    3.4.2     Whenever shares of Common Stock are to be delivered, or whenever
an option to purchase stock may be "converted" as a means of exercising the
option, pursuant to an award under the Plan, the Company shall be entitled to
require as a condition of delivery that the grantee remit to the Company an
amount sufficient in the opinion of the Company to satisfy all federal, state
and other governmental tax withholding requirements related thereto.  With the
approval of the Committee, which it shall have sole discretion to grant, the
grantee may satisfy the foregoing condition by electing to have the Company
withhold from delivery shares having a value equal to the amount of tax to be
withheld.  Such shares shall be valued at their Fair Market Value on the date as
of which the amount of tax to be withheld is determined (the "Tax Date").
Fractional share amounts shall be settled in cash.  Such a withholding election
may be made with respect to all or any portion of the shares to be delivered
pursuant to an award.

3.5 RIGHT OF DISCHARGE RESERVED

    Nothing in the Plan or in any Plan Agreement shall confer upon any grantee
the right to continue in the employ of the Company or affect any right which the
Company may have to terminate such employment.

3.6 NATURE OF PAYMENTS

    3.6.1     Any and all grants of awards and issuances of shares of Common
Stock under the Plan shall be in consideration of services performed for the
Company by the grantee.

    3.6.2     All such grants and issuances shall constitute a special
incentive payment to the grantee and shall not be taken into account in
computing the amount of salary or compensation of the grantee for the purpose of
determining any benefits under any pension, retirement, profit-


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sharing, bonus, life insurance or other benefit plan of the Company or under any
agreement between the Company and the grantee, unless such plan or agreement
specifically provides otherwise.

3.7 NON-UNIFORM DETERMINATIONS

    The Committee's determinations under the Plan need not be uniform and may
be made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan (whether or not such persons are similarly situated).
Without limiting the generality of the foregoing, the Committee shall be
entitled, among other things, to make non-uniform and selective determinations,
and to enter into non-uniform and selective Plan agreements, as to (a) the
persons to receive awards under the Plan, (b) the terms and provisions of awards
under the Plan, and (c) the treatment of leaves of absence pursuant to Section
1.6.4.

3.8 OTHER PAYMENTS OR AWARDS

    Nothing contained in the Plan shall be deemed in any way to limit or
restrict the Company from making any award or payment to any person under any
other plan, arrangement or understanding, whether now existing or hereafter in
effect.

3.9 SECTION HEADINGS

    The section headings contained herein are for the purpose of convenience
only and are not intended to define or limit the contents of said sections.

3.10 EFFECTIVE DATE AND TERM OF PLAN

    The Plan was adopted by the Board and approved by the Company's
shareholders on ______________, 1995.


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3.11 GOVERNING LAW

    All rights and obligations under the Plan shall be construed and
interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of laws.

The undersigned hold shares representing more than 75% of the voting power of
the capital stock of the Company entitled to vote on matters presented to the
stockholders as of _________, 1995, and hereby approve the 1995 Stock Incentive
Plan set forth above.


------------------------------------
Marsden S. Cason


J.H. Whitney & Co.                     Whitney Subordinated Debt
                                       Fund, L.P.

By ---------------------------------   By -------------------------------------
     Ray E. Newton, III                Ray E. Newton, III

Whitney 1990 Equity Fund, L.P.

By ---------------------------------
     Ray E. Newton, III