EXHIBIT 10.58

                                  BLUEFLY, INC.
                            2005 STOCK INCENTIVE PLAN

Section 1.   PURPOSE OF THE PLAN

                The purpose of the 2005 Stock Incentive Plan (the "Plan") is to
further the interests of Bluefly, Inc. (the "Company") and its stockholders by
providing long-term performance incentives to those employees, Non-Employee
Directors, contractors and consultants of the Company and its Subsidiaries who
are largely responsible for the management, growth and protection of the
business of the Company and its Subsidiaries.

Section 2.   DEFINITIONS

                For purposes of the Plan, the following terms shall be defined
as set forth below:

        (a)     "Award" means any Option, SAR, Restricted Stock, Dividend Right,
Deferred Stock Unit and other Stock-Based Awards, or other cash payments granted
to a Participant under the Plan.

        (b)     "Award Agreement" shall mean the written agreement, instrument
or document evidencing an Award.

        (c)     "Cause" shall have the meaning given such term in any employment
agreement between the Participant and the Company or any Subsidiary, but if
there is no employment agreement or such term is not defined in the
Participant's employment agreement, as defined in the Award Agreement, or in the
event such term is not defined in the Award Agreement, then "Cause" shall mean:
(i) an act of dishonesty causing harm to the Company or any Subsidiary; (ii) the
knowing disclosure of confidential information relating to the Company's or any
Subsidiary's business; (iii) impairment in the Participant's ability to perform
the duties assigned to the Participant due to habitual drunkenness or narcotic
drug addiction; (iv) the Participant being charged with a felony (other than
charges that are subsequently dismissed or as to which the Participant is found
not guilty); (v) the willful refusal to perform, or the gross neglect of, the
duties assigned to the Participant; (vi) the Participant's willful breach of any
law that, directly or indirectly, affects the Company or any Subsidiary; (vii)
the Participant's material breach of his or her duties (other than as a result
of incapacity due to physical or mental illness), which is demonstrably willful
and deliberate on the Participant's part, which is committed in bad faith or
without reasonable belief that such breach is in the best interests of the
Company and which is not remedied in a reasonable period after receipt of
written notice from the Company or any Subsidiary specifying such breach.

        (d)     "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

        (e)     "Deferred Stock Unit" means an Award that shall be valued in
reference to the market value of a share of Stock (plus any distributions on
such Stock that shall be deemed to be re-invested when made) and may be payable
in cash or Stock at a specified date as elected by a Participant.

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        (f)     "Director Cause" shall mean (i) a final conviction of a felony
involving moral turpitude or (ii) willful misconduct that is materially and
demonstrably injurious economically to the Corporation.

        (g)     "Dividend Rights" means the right to receive in cash or shares
of Stock, or have credited to an account maintained under the Plan for later
payment in cash or shares of Stock, an amount equal to the dividends paid with
respect to a specified number of shares of Stock (other than a Stock dividend
that results in adjustments pursuant to Section 8(a)).

        (h)     "Exchange Act" means the Securities Exchange Act of 1934, as
amended from time to time.

        (i)     "Fair Market Value" means, with respect to Stock, (i) the
closing price per share of the Stock on the principal exchange on which the
Stock is then trading, if any, on such date, or, if the Stock was not traded on
such date, then on the next preceding trading day during which a sale occurred;
or (ii) if the Stock is not traded on an exchange but is quoted on NASDAQ or a
successor quotation system, (1) the last sales price (if the Stock then listed
as a National Market Issue under the NASDAQ National Market System) or (2) the
mean between the closing representative bid and ask prices (in all other cases)
for the Stock on such date as reported by NASDAQ or such successor quotation
system; or (iii) if the Stock is not publicly traded on an exchange and not
quoted on NASDAQ or a successor quotation system, the mean between the closing
bid and ask prices for the Stock on such date as determined in good faith by the
Committee; or (iv) if the provisions of clauses (i), (ii) and (iii) shall not be
applicable, the fair market value established by the Committee acting in good
faith. With respect to Awards or other property, "Fair Market Value" means the
fair market value of such Awards or other property established by the Committee
acting in good faith.

        (j)     "ISO" means any Option designated as an incentive stock option
within the meaning of Section 422 of the Code.

        (k)     "Non-Employee Director" means a member of the Board of Directors
of the Company who is not an employee of the Company.

        (l)     "Option" means a right granted to a Participant pursuant to
Sections 6(b) or 6(c) to purchase Stock at a specified price during specified
time periods. An Option granted to a Participant pursuant to Section 6(b) may be
either an ISO or a nonstatutory Option (an Option not designated as an ISO), but
an Option granted pursuant to Section 6(c) may not be an ISO.

        (m)     "Participant" shall have the meaning specified in Section 3
hereof.

        (n)     "Performance Goal" means a goal, expressed in terms of profits
or revenue targets on an absolute or per share basis (including, but not limited
to, EBIT, EBITDA, operating income, EPS), market share targets, profitability
targets as measured through return ratios, stockholder returns, qualitative
milestones, or any other financial or other measurement deemed appropriate by
the Committee, as it relates to the results of operations or other measurable
progress of either the Company as a whole or the Participant's Subsidiary,
division, or department.

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        (o)     "Performance Cycle" means the period selected by the Committee
during which the performance of the Company or any Subsidiary, or any department
thereof, or any individual is measured for the purpose of determining the extent
to which a Performance Goal has been achieved.

        (p)     "Prior Plans" means the Bluefly, Inc. 1997 Stock Option Plan and
the Bluefly, Inc. 2000 Stock Option Plan.

        (q)     "Restricted Stock" means Stock awarded to a Participant pursuant
to Section 6(e) that may be subject to certain restrictions and to a risk of
forfeiture.

        (r)     "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b-3 as in effect from time to time.

        (s)     "SAR" or "Stock Appreciation Right" means the right granted to a
Participant pursuant to Section 6(f) to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock or as
specified in the Award, as determined by the Committee.

        (t)     "Stock" means the common stock, $0.01 par value, of the Company.

        (u)     "Stock-Based Award" means a right that may be denominated or
payable in, or valued in whole or in part by reference to, the market value of
Stock, including but not limited to any Option, SAR, Restricted Stock or Stock
granted as a bonus or Awards in lieu of cash obligations.

        (v)     "Subsidiary" shall mean any corporation, partnership, joint
venture or other business entity of which more than 50% of the outstanding
voting power is beneficially owned, directly or indirectly, by the Company.

Section 3.   ADMINISTRATION OF THE PLAN

                The Plan shall be administered by the Compensation Committee of
the Board of Directors of the Company (the "Committee"). Any action of the
Committee in administering the Plan shall be final, conclusive and binding on
all persons, including the Company, its Subsidiaries, their employees,
Participants, consultants, contractors, persons claiming rights from or through
Participants and stockholders of the Company.

                Subject to the provisions of the Plan, the Committee shall have
full and final authority in its discretion (a) to select the employees,
Non-Employee Directors, contractors and consultants who will receive Awards
pursuant to the Plan ("Participants"), (b) to determine the type or types of
Awards to be granted to each Participant, (c) to determine the number of shares
of Stock to which an Award will relate, the terms and conditions of any Award
granted under the Plan (including, but not limited to, restrictions as to
transferability or forfeiture, exercisability or settlement of an Award and
waivers or accelerations thereof, and waivers of or modifications to performance
conditions relating to an Award, based in each case on such considerations as
the Committee shall determine) and all other matters to be determined in
connection with an Award; (d) to determine whether, to what extent, and under
what circumstances an Award may be

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settled, or the exercise price of an Award may be paid, in cash, Stock, other
Awards or other property, or an Award may be canceled, forfeited, or
surrendered; (e) to determine whether, and to certify that, Performance Goals to
which the settlement of an Award is subject are satisfied; (f) to correct any
defect or supply any omission or reconcile any inconsistency in the Plan, and to
adopt, amend and rescind such rules and regulations as, in its opinion, may be
advisable in the administration of the Plan; and (g) to make all other
determinations as it may deem necessary or advisable for the administration of
the Plan. The Committee may delegate to executive officers of the Company the
authority, subject to such terms as the Committee shall determine, to exercise
such authority and perform such functions, including, without limitation, the
selection of Participants and the grant of Awards, as the Committee may
determine, to the extent permitted under Rule 16b-3, Section 162(m) of the Code
and applicable law; provided, however, that the Committee may not delegate the
authority to grant Awards, perform such functions or make any determination
affecting or relating to the executive officers of the Company.

Section 4.   PARTICIPATION IN THE PLAN

                Participants in the Plan shall be employees, Non-Employee
Directors, contractors and consultants of the Company and its Subsidiaries;
provided, however, that only persons who are key employees of the Company or any
subsidiary corporation (within the meaning of Section 424(f) of the Code) may be
granted Options which are intended to qualify as ISOs.

Section 5.   PLAN LIMITATIONS; SHARES SUBJECT TO THE PLAN

        (a)     Subject to the provisions of Section 8 hereof, the aggregate
number of shares of Stock available for issuance as Awards under the Plan shall
not exceed 4,311,036 shares, increased for shares of Stock that are represented
by awards outstanding under the Prior Plans on the effective date of this Plan
that are subsequently forfeited, canceled or expire unexercised under the Prior
Plans.

        (b)     No Award may be granted if the number of shares to which such
Award relates, when added to the number of shares previously issued under the
Plan and the number of shares which may then be acquired pursuant to other
outstanding, unexercised Awards, exceeds the number of shares available for
issuance pursuant to the Plan. If any shares subject to an Award are forfeited
or such Award (or an outstanding award under the Prior Plans) is settled in cash
or otherwise terminates or is settled for any reason whatsoever without an
actual distribution of shares to the Participant, any shares counted against the
number of shares available for issuance pursuant to the Plan with respect to
such Award shall, to the extent of any such forfeiture, settlement, or
termination, again be available for Awards under the Plan; provided, however,
that the Committee may adopt procedures for the counting of shares relating to
any Award (or an outstanding award under the Prior Plans) to ensure appropriate
counting, avoid double counting, and provide for adjustments in any case in
which the number of shares actually distributed differs from the number of
shares previously counted in connection with such Award. If a Participant
tenders shares (either actually, by attestation or otherwise) to pay all or any
part of the exercise price on any Option (or an outstanding option under the
Prior Plans) or if any shares payable with respect to any Award (or an
outstanding award under the Prior Plans) are retained by the Company in
satisfaction of the Participant's obligation for taxes, the number of shares
tendered or retained shall again be available for Awards under the Plan. Shares
issued under the

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Plan through the settlement, assumption or substitution of outstanding awards to
grant future awards as a commitment of the Company or any Subsidiary in
connection with the acquisition of another entity shall not reduce the maximum
number of shares available for delivery under the Plan.

        (c)     Subject to the provisions of Section 8(a) hereof, the following
additional maximums are imposed under the Plan with respect to each fiscal year
of the Company: (i) the maximum number of shares of Stock that may be granted as
Awards to any Participant in any fiscal year shall not exceed, in the case of
any Stock-Based Awards, 2,000,000 shares of Stock, (ii) the maximum amount of
cash or cash payments that may be granted as Awards to any Participant in any
fiscal year shall not exceed $2,000,000 and (iii) the maximum number of Dividend
Rights that may be granted as Awards to any Participant in any fiscal year shall
not exceed Dividend Rights with respect to more than 2,000,000 shares of Stock.

Section 6.   AWARDS

        (a)     General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof, at the date of grant or thereafter (subject to Section
9(a)), such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of the termination of employment or
other relationship with the Company or any Subsidiary by the Participant;
provided, however, that the Committee shall retain full power to accelerate or
waive any such additional term or condition as it may have previously imposed.
All Awards shall be evidenced by an Award Agreement.

        (b)     Options. The Committee may grant Options to Participants on the
following terms and conditions:

                (i)     The exercise price of each Option shall be determined by
                      the Committee at the time the Option is granted, but in
                      the case of ISOs the exercise price of any Option shall
                      not be less than the Fair Market Value of the shares
                      covered thereby at the time the Option is granted.

                (ii)    The Committee shall determine the time or times at which
                      an Option may be exercised in whole or in part, whether
                      the exercise price for an Option shall be paid in cash, by
                      the surrender at Fair Market Value of Stock, by any
                      combination of cash and shares of Stock, including,
                      without limitation, cash, Stock, other Awards, or other
                      property (including notes or other contractual obligations
                      of Participants to make payment on a deferred basis), the
                      means or methods of payment, including by "attestation"
                      and through "cashless exercise" arrangements, to the
                      extent permitted by applicable law, and the methods by
                      which, or the time or times at which, Stock will be
                      delivered or deemed to be delivered to Participants upon
                      the exercise of such Option.

                (iii)   The terms of any Option granted under the Plan as an ISO
                      shall comply in all respects with the provisions of
                      Section 422 of the Code,

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                      including, but not limited to, the requirement that no ISO
                      shall be granted more than ten years after the effective
                      date of the Plan.

        (c)     Director Options.

                (i)     Each person who is elected for the first time to be a
                      Non-Employee Director by the Board of Directors of the
                      Company or by the stockholders of the Company shall
                      receive, on the date of the first regularly scheduled
                      meeting of the Board of Directors following his or her
                      initial election, an automatic grant of an Option to
                      purchase 15,000 shares of Stock; provided that, if such
                      Non-Employee Director has been elected Chairman of the
                      Board, such Option shall be for 25,000 shares of Stock and
                      if such Non-Employee Director has been elected Chairman of
                      the Audit Committee of the Board of Directors (but not
                      Chairman of the Board of Directors), such Option shall be
                      for 20,000 shares of Stock. The date on which an Option is
                      granted under this Section and Section 6(c)(ii) to a
                      specified Non-Employee Director shall constitute the date
                      of grant of such Option (the "Date of Grant").

                (ii)    Each Non-Employee Director shall also receive an
                      automatic annual grant of an Option to purchase 10,000
                      shares of Stock on the date of the first regularly
                      scheduled meeting of the Board of Directors of each year
                      (regardless of whether or not he or she is otherwise
                      receiving a grant pursuant to clause (i) above on such
                      date); provided that, if such Non-Employee Director is
                      then serving as Chairman of the Board, such Option shall
                      be for 20,000 shares of Stock and if such Non-Employee
                      Director is then serving as Chairman of the Audit
                      Committee of the Board of Directors (but not Chairman of
                      the Board of Directors), such Option shall be for 12,500
                      shares of Stock. The Options granted pursuant to Section
                      6(c)(i) and this Section 6(c)(ii) shall be referred to
                      herein as "Director Options."

                (iii)   The exercise price per share of all Director Options
                      shall be the Fair Market Value per share of Stock on the
                      Date of Grant. Each Director Option, to the extent vested,
                      may be exercised in whole or in part, the exercise price
                      may be paid in cash or (if specifically approved by the
                      Committee) by the surrender at Fair Market Value of Stock
                      (either actually, by attestation or otherwise), or (if
                      specifically approved by the Committee) by any combination
                      of cash and shares of Stock, and shall be subject to such
                      other terms and provisions as the Committee shall
                      determine.

                (iv)    Director Options shall vest on the first anniversary of
                      the Date of Grant.

                (v)     If a Non-Employee Director shall voluntarily or
                      involuntarily cease to serve as a director of the Company
                      or if a Non-Employee Director's

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                      service shall terminate on account of death or disability,
                      the unvested Director Options of such Non-Employee
                      Director shall terminate immediately and the vested
                      Director Options of such Non-Employee Director shall
                      terminate one year following the first day that the
                      Non-Employee Director is no longer such a director;
                      provided that if such Non-Employee Director is removed for
                      Cause, the Director Options shall terminate immediately.
                      In no event may the Non-Employee Director, or his or her
                      guardian, conservator, executor or administrator, as the
                      case may be, exercise a Director Option of such
                      Non-Employee Director after the end of the original term
                      of such option.

                (vi)    At its discretion, the Committee may issue any other
                      type of Award in lieu of a Director's Option, provided
                      that the Fair Market Value of such Award (as determined by
                      the Committee in its sole discretion) is equal to the Fair
                      Market Value of the Director's Option that would otherwise
                      be granted pursuant to this Section 6(c).

        (d)     Deferred Stock Units. The Committee is authorized to award
Deferred Stock Units to Participants in lieu of payment of a bonus or a
Stock-Based Award or cash payment granted under the Plan if so elected by a
Participant under such terms and conditions as the Committee shall determine.
Settlement of any Deferred Stock Units shall be made in cash or shares of Stock.

        (e)     Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:

                (i)     Restricted Stock awarded to a Participant shall be
                      subject to a "substantial risk of forfeiture" within the
                      meaning of Section 83 of the Code, and such restrictions
                      on transferability and other restrictions and Performance
                      Goals for such periods as the Committee may establish.
                      Additionally, the Committee shall establish at the time of
                      such Award, which restrictions may lapse separately or in
                      combination at such times, under such circumstances, or
                      otherwise, as the Committee may determine.

                (ii)    Restricted Stock shall be forfeitable to the Company by
                      the Participant upon termination of employment during the
                      applicable restricted periods. The Committee, in its
                      discretion, whether in an Award Agreement or anytime after
                      an Award is made, may accelerate the time at which
                      restrictions or forfeiture conditions will lapse, or may
                      remove any Performance Goal requirement upon the death,
                      disability, retirement or otherwise of a Participant,
                      whenever the Committee determines that such action is in
                      the best interests of the Company.

                (iii)   Restricted Stock granted under the Plan may be evidenced
                      in such manner as the Committee shall determine. If
                      certificates representing Restricted Stock are registered
                      in the name of the Participant, such

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                      certificates may bear an appropriate legend referring to
                      the terms, conditions and restrictions applicable to such
                      Restricted Stock.

                (iv)    Subject to the terms and conditions of the Award
                      Agreement, the Participant shall have all the rights of a
                      stockholder with respect to shares of Restricted Stock
                      awarded to him or her, including, without limitation, the
                      right to vote such shares and the right to receive all
                      dividends or other distributions made with respect to such
                      shares. If any such dividends or distributions are paid in
                      Stock, the Stock shall be subject to restrictions and a
                      risk of forfeiture to the same extent as the Restricted
                      Stock with respect to which the Stock has been
                      distributed.

        (f)     Stock Appreciation Rights. The Committee is authorized to grant
SARs to Participants on the following terms and conditions:

                (i)     A SAR shall confer on the Participant to whom it is
                      granted a right to receive, upon exercise thereof, the
                      excess of (A) the Fair Market Value of one share of Stock
                      on the date of exercise over (B) the grant price of the
                      SAR as determined by the Committee as of the date of grant
                      of the SAR.

                (ii)    The Committee shall determine the time or times at which
                      a SAR may be exercised in whole or in part, the method of
                      exercise, method of settlement, form of consideration
                      payable in settlement, method by which Stock will be
                      delivered or deemed to be delivered to Participants,
                      whether or not a SAR shall be in tandem with any other
                      Award, and any other terms and conditions of any SAR.

        (g)     Cash Payments. The Committee is authorized, subject to
limitations under applicable law, to grant to Participants cash payments,
whether awarded separately or as a supplement to any Stock-Based Award. The
Committee shall determine the terms and conditions of such Awards.

        (h)     Dividend Rights. The Committee is authorized to grant Dividend
Rights to Participants on the following terms and conditions:

                (i)     Dividend Rights may be granted either separately or in
                      tandem with any other Award. If any Dividend Rights are
                      granted in tandem with any other Award, such Dividend
                      Rights shall lapse, expire or be forfeited simultaneously
                      with the lapse, expiration, forfeiture, payment or
                      exercise of the Award to which the Dividend Rights are
                      tandemed. If Dividend Rights are granted separately, such
                      Dividend Rights shall lapse, expire or be terminated at
                      such times or under such conditions as the Committee shall
                      establish.

                (ii)    The Committee may provide that the dividends
                      attributable to Dividend Rights may be paid currently or
                      the amount thereof may be credited to a Participant's Plan
                      account. The dividends credited to a Participant's account
                      may be credited with interest, or treated as used to

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                      purchase at Fair Market Value Stock or other property in
                      accordance with such methods or procedures as the
                      Committee shall determine and shall be set forth in the
                      Award Agreement evidencing such Dividend Rights. Any
                      crediting of Dividends Rights may be subject to
                      restrictions and conditions as the Committee may
                      establish, including reinvestment in additional shares of
                      Stock or Stock equivalents. The Committee may provide that
                      the payment of any Dividend Rights shall be made, or once
                      made, may be forfeited under such conditions as the
                      Committee, in its sole discretion, may determine.

        (i)     Other Stock-Based Awards. The Committee is authorized, subject
to limitations under applicable law, to grant to Participants such other
Stock-Based Awards, in addition to those provided in Sections 6(b), (c), (d),
(e) and (f) hereof, as deemed by the Committee to be consistent with the
purposes of the Plan. The Committee shall determine the terms and conditions of
such Awards. Stock delivered pursuant to an Award in the nature of a purchase
right granted under this Section 6(i) shall be purchased for such consideration
and paid for at such times, by such methods, and in such forms, including,
without limitation, cash, Stock, other Awards, or other property, as the
Committee shall determine.

Section 7.   ADDITIONAL PROVISIONS APPLICABLE TO AWARDS

        (a)     Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution for, any
other Award granted under the Plan or any award granted under any other plan of
the Company or any Subsidiary, or any business entity acquired by the Company or
any Subsidiary, or any other right of a Participant to receive payment from the
Company or any Subsidiary. If an Award is granted in substitution for another
Award or award, the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new Award. Awards granted in
addition to, or in tandem with other Awards or awards may be granted either as
of the same time as, or a different time from, the grant of such other Awards or
awards. The per share exercise price of any Option, grant price of any SAR or
the purchase price of any Award conferring a right to purchase Stock:

                (i)     granted in substitution for an outstanding Award or
                      award, shall be not less than the lesser of (A) the Fair
                      Market Value of a share of Stock at the date such
                      substitute Award is granted or (B) such Fair Market Value
                      at that date, reduced to reflect the Fair Market Value at
                      that date of the Award or award required to be surrendered
                      by the Participant as a condition to receipt of the
                      substitute Award; or

                (ii)    retroactively granted in tandem with an outstanding
                      Award or award, shall not be less than the lesser of the
                      Fair Market Value of a share of Stock at the date of grant
                      of the later Award or at the date of grant of the earlier
                      Award or award.

        (b)     Exchange and Buy Out Provisions. The Committee may at any time
offer to exchange or buy out any previously granted Award for a payment in cash,
Stock, other Awards

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(subject to Section 7(a)), or other property based on such terms and conditions
as the Committee shall determine and communicate to a Participant at the time
that such offer is made.

        (c)     Performance Goals. The right of a Participant to exercise or
receive a grant or settlement of any Award, and the timing thereof, may be
subject to such Performance Goals as may be specified by the Committee.

        (d)     Term of Awards. The term of each Award shall, except as provided
herein, be for such period as may be determined by the Committee; provided,
however, that in no event shall the term of any Option (other than a Director
Option), SAR or Dividend Right exceed a period of ten years from the date of its
grant; provided that in the case of any ISO, the term of the Option shall be
such shorter period as may be applicable under Section 422 of the Code.

        (e)     Form of Payment. Subject to the terms of the Plan and any
applicable Award Agreement, payments or transfers to be made by the Company or a
Subsidiary upon the grant or exercise of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash, Stock, other
Awards, or other property, and may be made in a single payment or transfer, or
on a deferred basis. The Committee may, whether at the time of grant or at any
time thereafter prior to payment or settlement, permit (subject to any
conditions as the Committee may from time to time establish) a Participant to
elect to defer receipt of all or any portion of any payment of cash or Stock
that would otherwise be due to such Participant in payment or settlement of an
Award under the Plan. (Such payments may include, without limitation, provisions
for the payment or crediting of reasonable interest in respect of deferred
payments credited in cash, and the payment or crediting of Dividend Rights in
respect of deferred amounts credited in Stock equivalents.) The Committee, in
its discretion, may accelerate any payment or transfer upon a change of control
as defined by the Committee. The Committee may also authorize payment upon the
exercise of an Option by net issuance or other cashless exercise methods.

        (f)     Loan Provisions. With the consent of the Committee, and subject
at all times to laws and regulations and other binding obligations or provisions
applicable to the Company, including but not limited to the Sarbanes-Oxley Act
of 2002, the Company may make, guarantee, or arrange for a loan or loans to a
Participant with respect to the exercise of any Option or other payment in
connection with any Award, including the payment by a Participant of any or all
federal, state, or local income or other taxes due in connection with any Award.
Subject to such limitations, the Committee shall have full authority to decide
whether to make a loan or loans hereunder and to determine the amount, terms,
and provisions of any such loan or loans, including the interest rate to be
charged in respect of any such loan or loans, whether the loan or loans are to
be with or without recourse against the borrower, the terms on which the loan is
to be repaid and the conditions, if any, under which the loan or loans may be
forgiven.

        (g)     Awards to Comply with Section 162(m). The Committee may (but is
not required to) grant an Award pursuant to the Plan to a Participant that is
intended to qualify as "performance-based compensation" under Section 162(m) of
the Code (a "Performance-Based Award"). The right to receive a Performance-Based
Award, other than Options and SARs granted at not less than Fair Market Value,
may vary from Participant to Participant and Performance-Based Award to
Performance-Based Award, and shall be conditional upon the

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achievement of Performance Goals that have been established by the Committee in
writing not later than the earlier of (i) 90 days after the beginning of the
Performance Cycle and (ii) the date by which no more than 25% of a Performance
Cycle has elapsed. Before any compensation pursuant to a Performance-Based Award
(other than Options and SARs granted at not less than Fair Market Value) is
paid, the Committee shall certify in writing that the Performance Goals
applicable to the Performance-Based Award were in fact satisfied.

Section 8.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

        (a)     In the event that the Committee shall determine that any stock
dividend, recapitalization, forward split or reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase or share exchange, or
other similar corporate transaction or event, affects the Stock or the book
value of the Company such that an adjustment is appropriate in order to prevent
dilution or enlargement of the rights of Participants under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and kind of shares of Stock which may thereafter be issued in
connection with Awards, (ii) the number and kind of shares of Stock issuable in
respect of outstanding Awards, (iii) the aggregate number and kind of shares of
Stock available under the Plan, and (iv) the exercise price, grant price, or
purchase price relating to any Award or, if deemed appropriate, make provision
for a cash payment with respect to any outstanding Award; provided, however, in
each case, that no adjustment shall be made that would cause the Plan to violate
Section 422(b)(1) of the Code with respect to ISOs or that would adversely
affect the status of a Performance-Based Award as "performance-based
compensation" under Section 162(m) of the Code.

        (b)     In addition, the Committee is authorized to make adjustments in
the terms and conditions of, and the criteria included in, Awards, including any
Performance Goals, in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding paragraph) affecting the
Company or any Subsidiary, or in response to changes in applicable laws,
regulations, or accounting principles. Notwithstanding the foregoing, no
adjustment shall be made in any outstanding Performance-Based Awards to the
extent that such adjustment would adversely affect the status of the
Performance-Based Award as "performance-based compensation" under Section 162(m)
of the Code.

Section 9.   GENERAL PROVISIONS

        (a)     Changes to the Plan and Awards. The Board of Directors of the
Company may amend, alter, suspend, discontinue, or terminate the Plan or the
Committee's authority to grant Awards under the Plan without the consent of the
Company's stockholders or Participants, except that any such amendment,
alteration, suspension, discontinuation, or termination shall be subject to the
approval of the Company's stockholders within one year after such Board action
if such stockholder approval is required by any federal or state law or
regulation or the rules of any stock exchange or automated quotation system on
which the Stock may then be listed or quoted, and the Board may otherwise, in
its discretion, determine to submit other such changes to the Plan to the
stockholders for approval; provided, however, that without the consent of an
affected Participant, no amendment, alteration, suspension, discontinuation, or
termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted and any Award Agreement relating
thereto. The Committee may waive any conditions

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or rights under, or amend, alter, suspend, discontinue, or terminate, any Award
theretofore granted and any Award Agreement relating thereto; provided, however,
that without the consent of an affected Participant, no such amendment,
alteration, suspension, discontinuation, or termination of any Award may
materially and adversely affect the rights of such Participant under such Award.

                The foregoing notwithstanding, any Performance Goal or other
performance condition specified in connection with an Award shall not be deemed
a fixed contractual term, but shall remain subject to adjustment by the
Committee, in its discretion at any time in view of the Committee's assessment
of the Company's strategy, performance of comparable companies, and other
circumstances, except to the extent that any such adjustment to a performance
condition would adversely affect the status of a Performance-Based Award as
"performance-based compensation" under Section 162(m) of the Code.

        (b)     No Right to Award or Employment. Except as provided in Section
6(c), no employee, Non-Employee Director, contractor or consultant or other
person shall have any claim or right to receive an Award under the Plan. Neither
the Plan nor any action taken hereunder shall be construed as giving any
employee any right to be retained in the employ of the Company or any Subsidiary
or be viewed as requiring the Company or Subsidiary to continue the services of
any contractor or consultant for any period. There is no obligation for
uniformity of treatment among Participants. Except as set forth in Section
6(e)(iv), no Award shall confer on any Participant any of the rights of a
stockholder of the Company unless and until Stock is duly issued or transferred
to the Participant in accordance with the terms of the Award.

        (c)     Taxes. The Company or any Subsidiary is authorized to withhold
from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Stock or any payroll or other payment to a
Participant amounts of withholding and other taxes due in connection with any
transaction involving an Award, and to take such other action as the Committee
may deem advisable to enable the Company and Participants to satisfy obligations
for the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include authority to withhold or receive Stock or
other property and to make cash payments in respect thereof in satisfaction of a
Participant's tax obligations. Withholding of taxes in the form of shares of
Stock from the profit attributable to the exercise of any Option shall not occur
at a rate that exceeds the minimum required statutory federal and state
withholding rates.

        (d)     Limits on Transferability; Beneficiaries. No Award or other
right or interest of a Participant under the Plan shall be pledged, encumbered,
or hypothecated to, or in favor of, or subject to any lien, obligation, or
liability of such Participants to, any party, other than the Company or any
Subsidiary, or assigned or transferred by such Participant otherwise than by
will or the laws of descent and distribution, and such Awards and rights shall
be exercisable during the lifetime of the Participant only by the Participant or
his or her guardian or legal representative. Notwithstanding the foregoing, the
Committee may, in its discretion, provide that Awards or other rights or
interests of a Participant granted pursuant to the Plan (other than an ISO) be
transferable, without consideration, to immediate family members (i.e.,
children, grandchildren or spouse), to trusts for the benefit of such immediate
family members and to partnerships in which such family members are the only
partners. The Committee may attach to

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such transferability feature such terms and conditions as it deems advisable. In
addition, a Participant may, in the manner established by the Committee,
designate a beneficiary (which may be a person or a trust) to exercise the
rights of the Participant, and to receive any distribution, with respect to any
Award upon the death of the Participant. A beneficiary, guardian, legal
representative or other person claiming any rights under the Plan from or
through any Participant shall be subject to all terms and conditions of the Plan
and any Award Agreement applicable to such Participant, except as otherwise
determined by the Committee, and to any additional restrictions deemed necessary
or appropriate by the Committee.

        (e)     Securities Law Requirements.

                (i)     No Award granted hereunder shall be exercisable if the
                        Company shall at any time determine that (a) the listing
                        upon any securities exchange, registration or
                        qualification under any state or federal law of any
                        Stock otherwise deliverable upon such exercise, or (b)
                        the consent or approval of any regulatory body or the
                        satisfaction of withholding tax or other withholding
                        liabilities, is necessary or appropriate in connection
                        with such exercise. In any of the events referred to in
                        clause (a) or clause (b) above, the exercisability of
                        such Awards shall be suspended and shall not be
                        effective unless and until such withholding, listing,
                        registration, qualifications or approval shall have been
                        effected or obtained free of any conditions not
                        acceptable to the Company in its sole discretion,
                        notwithstanding any termination of any Award or any
                        portion of any Award during the period when
                        exercisability has been suspended.

                (ii)    The Committee may require, as a condition to the right
                        to exercise any Award that the Company receive from the
                        Participant, at the time any such Award is exercised,
                        vests or any applicable restrictions lapse,
                        representations, warranties and agreements to the effect
                        that the shares are being purchased or acquired by the
                        Participant for investment only and without any present
                        intention to sell or otherwise distribute such shares
                        and that the Participant will not dispose of such shares
                        in transactions which, in the opinion of counsel to the
                        Company, would violate the registration provisions of
                        the Securities Act of 1933, as then amended, and the
                        rules and regulations thereunder. The certificates
                        issued to evidence such shares shall bear appropriate
                        legends summarizing such restrictions on the disposition
                        thereof.

        (f)     Termination. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on February 16, 2015, and no Options under
the Plan shall thereafter be granted.

        (g)     Fractional Shares. The Company will not be required to issue any
fractional common shares pursuant to the Plan. The Committee may provide for the
elimination of fractions and for the settlement of fractions in cash.

        (h)     Discretion. In exercising, or declining to exercise, any grant
of authority or discretion hereunder, the Committee may consider or ignore such
factors or circumstances and

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<PAGE>

may accord such weight to such factors and circumstances as the Committee alone
and in its sole judgment deems appropriate and without regard to the effect such
exercise, or declining to exercise such grant of authority or discretion, would
have upon the affected Participant, any other Participant, any employee, the
Company, any Subsidiary, any stockholder or any other person.

        (i)     Adoption of the Plan and Effective Date. The Plan shall be
adopted by the Board of Directors of the Company and shall be effective as of
such date.

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