EXHIBIT 10.45


                            BLUE FISH CLOTHING, INC.

                             1998 STOCK OPTION PLAN
                             ----------------------


         The purpose of the Blue Fish Clothing, Inc. 1998 Stock Option Plan (the
"Plan") is to provide designated employees (including employees who are also
officers and directors) and consultants of Blue Fish Clothing, Inc. and its
subsidiaries and affiliates (hereinafter collectively referred to as the
"Company") with the opportunity to receive grants of stock options. The Company
desires to reward its employees and consultants equitably for their service,
value and commitment to the continuing prosperity of the Company. The Company
recognizes that these individuals form the arcs of a revolving circle that
produces the magic of Blue Fish quality and creativity and believes that the
Plan will cause the participants to contribute materially to the growth of the
Company, thereby benefitting the Company's shareholders and will align the
economic interests of the participants with those of the shareholders.

1.       ADMINISTRATION
         --------------

         The Plan shall be administered and interpreted by the Compensation
Committee (the "Committee") consisting of not less than two persons appointed by
the Board of Directors of the Company (the "Board"). Each member of the
Committee shall be a "disinterested person" as defined under Rule 16b-3 under
the Securities Exchange Act of 1934 (the "Exchange Act") and an "outside
director" as defined under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code") and related Treasury regulations.

         Subject to the provisions of Section 5, the Committee shall have the
sole authority to (i) determine the employees and consultants to whom options
shall be granted under the Plan, (ii) determine the type, size and terms of the
options to be granted to each such individual, (iii) determine the time when the
options will be granted and the duration of the exercise period, including the
criteria for vesting and the acceleration of vesting and (iv) deal with any
other matters arising under the Plan.

         The Committee shall have full power and authority to administer and
interpret the Plan, to make factual determinations and to adopt or amend such
rules, regulations, agreements and instruments for implementing the Plan and for
conduct of its business as it deems necessary or advisable in its sole
discretion. The Committee's interpretations of the Plan and all determinations
made by the Committee pursuant to the powers vested in it hereunder shall be
conclusive and binding on all persons having any interests in the Plan or in any
awards granted hereunder. All powers of the Committee shall be executed in the
best interest of the Company and in keeping with the objectives of the Plan.

2.       GRANTS
         ------

         Incentives under the Plan shall consist of incentive stock options and
nonqualified stock options (hereinafter collectively referred to as "Stock
Options"). All Stock Options shall be subject to the terms and conditions set
forth herein and to those other terms and




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conditions consistent with this Plan as the Committee deems appropriate and as
are specified in writing by the Committee to the employee or consultant (the
"Grant Letter"). The Committee shall approve the form and provisions of each
Grant Letter to an employee or consultant. Grants under a particular Section of
the Plan need not be uniform as among the employees or consultants.

3.       SHARES SUBJECT TO THE PLAN
         --------------------------

         (a) Subject to the adjustment specified below, the aggregate number of
shares of common stock of the Company (the "Company Stock") that have been or
may be issued or transferred under the Plan is 1,200,000 shares. Notwithstanding
anything in the Plan to the contrary, during the term of the Plan, the maximum
aggregate number of shares of Company Stock that shall be subject to options
granted under the Plan to any single employee during any calendar year shall be
750,000 shares. The shares may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares purchased by the
Company for purposes of the Plan. If and to the extent options granted under the
Plan terminate, expire, cancel, are forfeited, or are exchanged or surrendered
without having been exercised, the shares subject to such options shall again be
available for purposes of the Plan.

         (b) If there is any change in the number or kind of shares of Company
Stock issuable under the Plan through the declaration of stock dividends or
through a recapitalization, stock splits, or combinations or exchanges of such
shares, or merger, reorganization or consolidation of the Company,
reclassification or change in par value or by reason of any other extraordinary
or unusual events affecting the outstanding Company Stock as a class without the
Company's receipt of consideration, the maximum number of shares of Company
Stock available for Stock Options the maximum number of shares of Company Stock
for which any one employee participating in the Plan may be granted over the
term of the Plan, the number of shares covered by outstanding Stock Options, and
the price per share or the applicable market value of such Stock Options, and
the other terms and conditions of the Stock Options, as the Committee may deem
necessary or desirable, shall be proportionately adjusted by the Committee to
reflect any increase or decrease in the number or kind of issued shares of
Company Stock to preclude the enlargement or dilution of rights and benefits
under such Stock Options; provided, however, that any fractional shares
resulting from such adjustment shall be eliminated. The adjustments determined
by the Committee shall be final, binding and conclusive. Notwithstanding the
foregoing, no adjustment shall be authorized or made pursuant to this Section to
the extent that such authority or adjustment would cause the Plan or any
Incentive Stock Option to fail to comply with Section 422 of the Code.

4.       ELIGIBILITY FOR PARTICIPATION
         -----------------------------

         All employees and consultants of the Company or a subsidiary (including
employees who are officers or members of the Board) shall be eligible to
participate in the Plan. The Committee shall select the employees and
consultants to receive Stock


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Options (the "Optionees") and determine the number of shares of Company Stock
subject to a particular Stock Option in such manner as the Committee determines.

         Nothing contained in this Plan shall be construed to limit the right of
the Company to grant options otherwise in connection with the acquisition, by
purchase, lease, merger, consolidation or otherwise, of the business or assets
of any corporation, firm or association, including options granted to employees
thereof who become employees of the Company, or for other proper corporate
purpose.

5.       GRANTING OF OPTIONS
         -------------------

         (a) Number of Shares. The Committee, in its sole discretion, shall
determine the number of shares of Company Stock that will be subject to each
Stock Option grant.

         (b) Type of Option and Price. The Committee may grant options intended
to qualify as incentive stock options ("Incentive Stock Options") within the
meaning of Section 422 of the Code or options which are not intended to so
qualify ("Nonqualified Stock Options") or any combination of Incentive Stock
Options and Nonqualified Stock Options, all in accordance with the terms and
conditions set forth herein; provided, however, that consultants shall only be
eligible to receive grants of Nonqualified Stock Options.

         The purchase price of Company Stock subject to a Stock Options shall be
determined by the Committee but shall be no less than 85% of the fair market
value of a share of such Stock on the date such Stock Option is granted;
provided, however, that (I) the purchase price of Company Stock subject to an
Incentive Stock Option shall be equal to, or greater than, the fair market value
of a share of such Stock on the date such Stock Option is granted, (ii) a Stock
Option shall not be granted to any individual who, at the time of grant, owns
stock possessing more than 10% of the total combined voting power or value of
all classes of stock of the Company or parent of the Company, unless the option
price per share is not less than 110% of the fair market value of Company Stock
on the date of grant, and (iii) in no event, based upon the facts known at the
time of the grant, may a purchase price be established hereunder that would
result in the disallowance of the Company's expense deduction pursuant to
Section 162(m) of the Code.

         During such time that the Company Stock is listed upon an established
stock exchange or other market source, as determined by the committee, "fair
market value" on any date of reference shall be the closing price of a share of
Company Stock (on a consolidated basis) on the principal exchange or other
recognized market source, as determined by the Committee on such date, or if
there is no sale on such date, then the closing price of a share of Company
Stock on the last previous day on which a sale is reported. If the Company Stock
is not listed on an established stock exchange or traded in the
over-the-counter-market, the "fair market value" of Company Stock shall be
determined by an independent firm, i.e., a firm not otherwise engaged in
consulting work for the Company, unless determined otherwise by the Committee,
with expertise in the valuation of business entities and the securities thereof,
selected by the Committee (the


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"Valuation Expert"). Such determination of "fair market value" by the Valuation
Expert shall be made after taking into account such factors as it shall deem
appropriate.

         (c) Exercise Period. The Committee shall determine the option exercise
period of each Stock Option. The exercise period shall not exceed nine years
from the date of grant.

         (d) Exercisability of Options. Stock Options shall become exercisable
in accordance with the terms and conditions determined by the Committee, in its
sole discretion, and specified in the Grant Letter. Notwithstanding any
determinations by the Committee, all outstanding Stock Options shall become
immediately exercisable upon a Change in Control (as defined herein).

         (e) Manner of Exercise. An Optionee may exercise a Stock Option which
has become exercisable by delivering a notice of exercise to the Committee with
accompanying payment of the option price in accordance with (g) below. Such
notice may instruct the Company to deliver shares of Company Stock due upon the
exercise of the Stock Option to any registered broker or dealer designated by
the Company ("Designated Broker") in lieu of delivery to the Optionee. Such
instructions must designate the account into which the shares are to be
deposited. The Optionee may tender this notice of exercise, which has been
properly executed by the Optionee, and the aforementioned delivery instructions
to any Designated Broker.

         (f) Termination of Employment, Disability or Death.

             (1) In the event the Optionee during the Optionee's lifetime ceases
to be an employee of or consultant to the Company for any reason other than
death, disability, approved retirement or termination for cause, as defined
below, by the Company, any Stock Option which is otherwise exercisable by the
Optionee shall terminate unless exercised within 90 days of the date on which
the Optionee ceases to be an employee (or within such other period of time as
may be specified in the Grant Letter), but in any event no later than the date
of expiration of the Option Exercise Period (except as the Committee may
otherwise provide in the Grant Letter).

             (2) In the event the Optionee ceases to be an employee of or
consultant to the Company on account of a termination for cause by the Company,
as determined in accordance with the personnel policies of the Company in effect
before any Change of Control of the Company, any Stock Option held by the
Optionee shall terminate as of the date the Optionee ceases to be an employee or
consultant (except as the committee may otherwise provide).

             (3) In the event the Optionee ceases to be an employee of or
consultant to the Company on account of becoming disabled (as defined under
section 22(e)(3) of the Code), all of the Optionee's outstanding Stock Options
shall become immediately exercisable upon the date on which the Optionee ceases
to be an employee or consultant and shall remain exercisable until the date of
expiration of the option exercise period (except as the Committee may otherwise
provide in the Grant Letter); provided, however,


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that any Incentive Stock Option that is exercised more than one year after the
date the Optionee terminates employment shall be treated as a Nonqualified Stock
Option pursuant to Section 422(c)(6) of the Code.

             (4) In the event of the death of the Optionee while he or she is an
employee of or consultant to the Company or within not more than 30 days of the
date on which he or she ceases to be an employee or consultant for any reason
other than a termination for cause by the Company (or within such other period
of time as may be specified in the Grant Letter), all of the Optionee's
outstanding Stock Options shall become immediately exercisable upon the date of
death and may be exercised by the Optionee's personal representative at any time
prior to the date of expiration of the option exercise period.

             (5) In the event the Optionee ceases to be an employee of the
Company on account of retirement approved by the Company, all of the Optionee's
outstanding Stock Options shall become immediately exercisable upon the date on
which the Optionee ceases to be an employee and shall remain exercisable until
the date of expiration of the option exercise period (except as the Committee
may otherwise provide in the Grant Letter); provided, however, that any
Incentive Stock Option that is exercised more than 90 days after the date the
Optionee terminates employment shall be treated as a Nonqualified Stock Option
pursuant to Section 422(a)(2) of the Code.

         (g) Satisfaction of Option Price. The Optionee shall pay the option
price specified in the Grant Letter in (i) cash, (ii) with the approval of the
Committee, by delivering shares of Company Stock owned by the Optionee including
Company Stock acquired in connection with the exercise of a particular Stock
Option and having a fair market value on the date of exercise equal to the
option price and the amount of withholding tax due, if any, at the time of
exercise. Shares of Company Stock shall not be issued or transferred upon
exercise of a Stock Option until the option price is fully paid.

         (h) Rule 16b-3 Restrictions. Unless an Optionee could otherwise
transfer Company Stock issued pursuant to a Stock Option granted hereunder
without incurring liability under Section 16(b) of the Exchange Act, at least
six months must elapse from the date of acquisition of a Stock Option to the
date of disposition of the Company Stock issued upon exercise of such option.

         (i) Limits on Incentive Stock Options. Each Incentive Stock Option
shall provide that to extent that the aggregate fair market value of the Company
Stock on the date of the grant with respect to which Incentive Stock Options are
exercisable for the first time by an Optionee during any calendar year under the
Plan or any other stock option plan of the Company exceeds $100,000, then such
option as to the excess shall be treated as a Nonqualified Stock Option. An
Incentive Stock Option shall not be granted to any employee who, at the time of
the grant, owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or parent of the Company, unless
the option price per share is not less than 110% of the fair market value


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of Company Stock on the date of grant and the option exercise period is not more
than five years from the date of grant.

         (j) Optional Purchase by the Company. In the sole discretion of the
Committee, in lieu of the exercise of a Stock Option, the Optionee may be
permitted to transfer the Stock Option to the Company in exchange for a cash
payment equal to the excess over the purchase price of the then fair market
value of the shares of Company Stock subject to the Optionee's outstanding Stock
Options.

6.       TRANSFERABILITY OF OPTIONS
         --------------------------

         Only an Optionee or his or her authorized legal representative may
exercise rights under a Stock Option. Such persons may not transfer those rights
except by will or by the laws of descent and distribution or, if permitted under
Rule 16b-3 of the Exchange Act and if permitted in any specific case by the
Committee in its sole discretion, pursuant to a qualified domestic relations
order as defined under the Code or Title 1 of ERISA or the regulations
thereunder. When an Optionee dies, the personal representative or other person
entitled to succeed to the rights of the Optionee ("Successor Optionee") may
exercise such rights. A Successor Optionee must furnish proof satisfactory to
the Company of his or her right to receive the Stock Option under the Optionee's
will or under the applicable laws of descent and distribution.

         Notwithstanding the foregoing, the Committee may permit an employee to
transfer rights under a Nonqualified Stock Option to the employee's spouse or a
lineal descendant or to one or more trusts for the benefit of such family
members or to partnerships in which said family members are the only partners (a
"Family Transfer") provided that the employee receives no consideration for a
Family Transfer and the Grant Letter relating to the Stock Options transferred
in a Family Transfer continue to be subject to the same terms and conditions
that were applicable to such Stock Options immediately prior to the Family
Transfer.

7.       CHANGE IN CONTROL OF THE COMPANY
         --------------------------------

         As used herein, a "Change in Control" shall be deemed to have occurred
if:

         (a) As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split, or sale or
transfer of assets, any person or group (as such terms are used in and under
Section 13(d) of the Exchange Act) other than an existing shareholder, becomes
the beneficial owner (as defined in Rule 13-d) under the Exchange Act), directly
or indirectly, of securities of the Company representing more than 30% of the
combined voting power of the Company's then outstanding securities; or

         (b) During any period of two consecutive years, individuals who at the
beginning of such period constitute the board of directors cease for any reason
to constitute at least a majority thereof unless the election, or the nomination
for election by


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shareholders, of each new director was approved by a vote of at least 2/3 of the
directors then still in office who were directors at the beginning of the
period.

8.       CERTAIN CORPORATE CHANGES
         -------------------------

         (a) Sale or Exchange of Assets, Dissolution or Liquidation, or Merger
or Consolidation Where the Company Does Not Survive. If all or substantially all
of the assets of the Company are to be sold or exchanged, the Company is to be
dissolved or liquidated, or the Company is a party to a merger or consolidation
with another corporation in which the Company will not be the surviving
corporation, then, at least 10 days prior to the effective date of such event,
the Company shall give each Optionee with any outstanding Stock Options written
notice of such event. Each such Optionee shall thereupon have the right to
exercise in full any installments of such Stock Options not previously exercised
(whether or not the right to exercise such installments has accrued pursuant to
such Stock Options),within 10 days after such written notice is sent by the
Company or to require that the Company purchase such Stock Options for a cash
payment equal to the excess over the purchase price of the then fair market
value of the shares of Company Stock subject to the Optionee's outstanding Stock
Options.

         (b) Merger or Consolidation Where the Company Survives. If the Company
is a party to a merger or consolidation in which the Company will be the
surviving corporation, then the Committee may, in its sole discretion, elect to
give each Optionee with any outstanding Stock Options written notice of such
event. If such notice is given, each such Optionee shall thereupon have the
right to exercise some or all of any installments of such Stock Options not
previously exercised (whether or not the right to exercise such installments has
accrued pursuant to such Stock Options), within ten days after such written
notice is sent by the Company or to require that the Company purchase such Stock
Options for a cash payment equal to the excess over the purchase price of the
then fair market value of the shares of Company Stock subject to the Optionee's
outstanding Stock Options.

9.       AMENDMENT AND TERMINATION OF THE PLAN
         -------------------------------------

         (a) Amendment. The Board, by written resolution, may amend or terminate
the Plan at any time; provided, however, that any amendment that increases the
aggregate number (or individual limit for any single Optionee) of shares of
Company Stock that may be issued or transferred under the Plan (other than by
operation of Section 3(b)), or modifies the requirements as to eligibility for
participation in the Plan, shall be subject to approval by the shareholders of
the Company, and provided, further, that the Board shall not amend the Plan
without shareholder approval if such amendment would cause the Plan or any Stock
Option, or the exercise of any right under the Plan to fail to comply with the
requirement of Rule 16b-3 under the Exchange Act.

         (b) Termination of Plan. The Plan shall terminate on the tenth
anniversary of its effective date unless terminated earlier by the Board or
unless extended by the Board with the approval of the shareholders.

  
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       (c) Termination and Amendment of Outstanding Stock Options. A
termination or amendment of the Plan that occurs after a Stock Option is made
shall not materially impair the rights of an Optionee unless the Optionee
consents or unless the Committee acts under Section 17(b) hereof. The
termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Stock Option. Whether or not the Plan
has terminated, an outstanding Stock Option may be terminated or amended under
Section 17(b) hereof or may be amended by agreement of the Company and the
Optionee consistent with the Plan.

         (d) Governing Document. The Plan shall be the controlling document. No
other statements, representations, explanatory materials, or examples, oral or
written, may amend the Plan in any manner. The Plan shall be binding upon and
enforceable against the Company, its successors and assigns.

10.      FUNDING OF THE PLAN
         -------------------

         This Plan shall be unfunded. The Company shall not be required to
establish any special or separate fund or to make any other segregation of
assets to assure the payment of any Stock Option under this Plan. In no event
shall interest be paid or accrued on any Stock Option, including unpaid
installments of Stock Options.

11.      RIGHTS OF OPTIONEES
         -------------------

         Nothing in this Plan shall entitle any employee, consultant or other
person to any claim or right to be granted a Stock Option under this Plan.
Neither this Plan nor any action taken hereunder shall be construed as giving
any individual any rights to be retained by or in the employ of the Company or
any other governmental rights.

12.      NO FRACTIONAL SHARES
         --------------------

         No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan or any Stock Option. The Committee shall determine whether
cash, other awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights thereto shall
be forfeited or otherwise eliminated.

13.      WITHHOLDING OF TAXES
         --------------------

         The Optionee or other person receiving shares of Company Stock upon the
exercise of a Stock Option shall be required to pay to the Company the amount of
any federal, state or local taxes which the Company is required to withhold with
respect to the exercise of such Stock Options or the Company shall have the
right to deduct from other wages paid to the employee by the Company (including
through the withholding of Company Stock purchased upon the exercise of a Stock
Option, if then authorized by the Committee and applicable law) the amount of
any withholding due with respect to such Stock Options.


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14.      REQUIREMENTS FOR ISSUANCE OF SHARES
         -----------------------------------

         No Company Stock shall be issued or transferred upon the exercise of
any Stock Option hereunder unless and until all legal requirements applicable to
the issuance or transfer of such Company Stock have been complied with to the
satisfaction of the Committee. The Committee shall have the right to condition
any Stock Option made to any employee hereunder on such employee's undertaking
in writing to comply with such restrictions on his or her subsequent disposition
of such shares of Company Stock as the Committee shall deem necessary or
advisable as a result of any applicable law, regulation or official
interpretation thereof, and certificates representing such shares shall be
legended to reflect any such restrictions. Certificates representing shares of
Company Stock issued under the Plan will be subject to such stop-transfer orders
and other restrictions as may be applicable under such laws, regulations and
other obligations of the Company, including any requirement that a legend or
legends be placed thereon.

15.      HEADINGS
         --------

         Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.

16.      EFFECTIVE DATE
         --------------

         Subject to the approval of the Company's shareholders, this Plan shall
be effective as of September 1, 1998.

17.      MISCELLANEOUS
         -------------

         (a) Substitute Grants. The Committee may make a Grant to an employee of
another corporation who becomes an employee by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company or any of its subsidiaries in substitution for a stock
option or restricted stock option granted by such corporation ("Substituted
Stock Incentives"). The terms and conditions of the substitute Grant may vary
from the terms and conditions required by the Plan and from those of the
Substituted Stock Incentives. The Committee shall prescribe the provisions of
the substitute Grants.

         (b) Compliance with Law. The Plan, the exercise of Stock Options and
the obligations of the Company to issue or transfer shares of Company Stock
under Stock Options shall be subject to all applicable laws and to approvals by
any governmental or regulatory agency as may be required. With respect to
persons subject to Section 16 of the Exchange Act, it is the intent of the
Company that the Plan and all transactions under the Plan comply with all
applicable provisions of Rule 16b-3 or its successors under the Exchange Act.
The Committee may revoke any Stock Option if it is contrary to law or modify a
Stock Option to bring it into compliance with any valid and mandatory government
regulation. The Committee may also adopt rules regarding the withholding of
taxes on payments to Optionees. The Committee may, in its sole discretion, agree
to limit its authority under this Section.


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<PAGE>

         (c) Ownership of Stock. An Optionee or Successor Optionee shall have no
rights as a shareholder with respect to any shares of Company Stock covered by a
Stock Option until the shares are issued or transferred to the Optionee or
Successor Optionee on the stock transfer records of the Company.

         (d) Governing Law. The validity, construction, interpretation and
effect of the Plan and Grant Letters issued under the Plan shall exclusively be
governed by and determined in accordance with the law of the Commonwealth of
Pennsylvania.

         (e) Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any Grant thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgment
in any such action, suit or proceeding except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for negligence or misconduct in the performance of his or her
duties; provided that within 60 days after institution of any such action, suit
or proceeding the Committee member shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the same.



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