8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                                Date of Report:

                                January 5, 1998


                                 DESIGNS, INC.
                                 -------------

             (Exact Name of registrant as specified in its charter)


        Delaware                  0-15898                04-2623104
(State or other jurisdiction    (Commission            (IRS Employer
     of incorporation)           File Number)        Identification No.)


     66 B Street, Needham, Massachusetts                      02194
  (Address of principal executive offices)                  (Zip Code)


                                 (781) 444-7222
              (Registrant's telephone number, including area code)


Item 5.   Other Events

     On December 10, 1997, Designs, Inc. (the "Company") entered into a Credit
Agreement and a Security Agreement, each between the Company and BankBoston,
N.A.  A copy of the Credit Agreement and the Security Agreement are attached as
Exhibit 10.1 and Exhibit 10.2 hereto, respectively.





                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              DESIGNS, INC.



Date:  January 5, 1998        By: /s/ Scott N. Semel
                                  ----------------------------------
                                    Scott N. Semel, Executive Vice
                                     President and Secretary




                           Index to Exhibits
                           -----------------



Exhibit No.                   Description
- -----------                   -----------

  10.1.        Credit Agreement dated as of December 10, 1997 between Designs,
               Inc. and BankBoston, N.A.

  10.2.        Security Agreement dated as of December 10, 1997 between 
               Designs, Inc. and BankBoston, N.A.

EX-10.1

     This CREDIT AGREEMENT, is made as of December 10, 1997 (this "Agreement"),
by and between DESIGNS, INC., a Delaware corporation having its principal place
of business at 66 B Street, Needham, Massachusetts 02194 (the "Company"), and
BANKBOSTON, N.A., a national banking association having its principal place of
business at 100 Federal Street, Boston, Massachusetts 02110 (the "Bank").


                                  WITNESSETH:
                                  ----------

     WHEREAS, the Company is party to an Amended and Restated Credit Agreement
dated July 24, 1996 with BankBoston, N.A. (successor to BayBank, N.A.) and 
State Street Bank and Trust Company as Lenders and BankBoston, N.A. (successor
to BayBank, N.A.), as agent for the Lenders (the "Existing Loan"); and

     WHEREAS, the Company desires to refinance its obligations to the Lenders
under the Existing Loan and the Bank is willing to so refinance the Existing
Loan.

     NOW THEREFORE, it is hereby agreed between the Company and the Bank as
follows:

                                   ARTICLE 1
                       DEFINITIONS AND RELATED MATTERS

     1.1  Definitions.  The terms defined elsewhere in this Agreement shall 
have the respective meanings ascribed to them where so defined, and the 
following terms have the following respective meanings for the purposes of 
this Agreement:

     "Accounts" means all "accounts" as defined in the UCC, including any 
right of the Company to payment for credit extended or for goods sold or 
leased or for services rendered not evidenced by an instrument or chattel 
paper, whether or not it has been earned by performance.

     "ACH" means automated clearing house.

     "Account Debtor" has the meaning given that term in the UCC.

     "Additional Costs" has the meaning given that term in Section 2.14.

     "Affiliate" means, with respect to any Person, (i) any other person 
that directly or indirectly through one or more intermediaries, Controls such
Person or (ii) any other Person which is Controlled by or is under common 
Control with such Person.

     "Applicable Advance Rate" means fifty percent (50%).

     "Atlantic Excluded Claim" means the note made by the Company in favor of
Atlantic Harbor, Inc. (f/k/a Boston Trading Ltd., Inc.) dated May 2, 1995.

     "Authorized Person" means any person authorized to request Credit Advances
on behalf of the Company by any resolution or other appropriate evidence of
authority which has been furnished to the Bank and that is reasonably
satisfactory to the Bank in form and substance.  Initially, Authorized Persons
shall be those persons listed on Schedule 1.1 hereto.

     "Beneficial Ownership" has the meaning set forth in Rule 13d-3 of the
Securities Exchange Act of 1934.

                              -1-



     "Borrowing Base" means, at the time of determination, the aggregate amount
determined by (a) multiplying the Company's aggregate Cost of Eligible 
Inventory located at Included Stores times the Applicable Advance Rate and (b)
deducting therefrom all Reserves then in effect.

     "Business Day" means any day that is not a Saturday or Sunday, or a public
holiday under the law of the United States of America or The Commonwealth of
Massachusetts as applicable to a national banking association.

     "Capital Expenditures" means expenditures in respect of fixed or capital
assets by the Company and any of its Subsidiaries, determined on a consolidated
basis, including the capitalized amount of Capital Lease Obligations incurred
during the relevant period.

     "Capital Lease Obligations" means the obligations to pay rent or other
amounts under a lease of (or other agreement conveying the right to use) real
and/or personal property which obligations are required to be classified and
accounted for as a capital lease on the Company's balance sheet under GAAP
(including Statement of Financial Accounting Standards No. 13 of the Financial
Accounting Standards Board) and, for purposes of this Agreement, the amount of
such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP (including such Statement No. 13).

     "Cash Flow" of the Company and its consolidated Subsidiaries means, for 
any period, the sum (without duplication) of (a) EBITDA for such period, minus 
(b) Cash Taxes for such period, minus (c) Capital Expenditures for such 
period, minus (d) all Restricted Payments by the Company and its consolidated
Subsidiaries during such period, plus (e) all Occupancy Costs for such 
period, plus (f) Non-Cash Charges.

     "Cash Flow Ratio" has the meaning given that term in Section 6.3(b).

     "Cash Taxes" means, for any period, the sum of (a) all amounts reflected 
on the consolidated income statement of the Company and its Subsidiaries as 
tax expense, plus (b) any decrease (and minus any increase) in taxes payable 
that would have been reflected on the consolidated balance sheet of the 
Company and its Subsidiaries during such period and minus (c) any increase 
(and plus any decrease) in deferred tax liability that would have been 
reflected on the consolidated balance sheet of the Company and its Subsidiaries
during such period.

     "Change in Control" means (a) any Person or group of Persons (within the
meaning of Section 13 or 14 of the Securities Exchange Act of 1934) shall have
acquired Beneficial Ownership of 51% or more of the outstanding shares of 
common stock of the Company, or (b) a majority of the board of directors of 
the Company is not comprised of Continuing Directors.

     "Closing Date" means the first date on which the conditions set forth in
Article 4 have been satisfied and any Credit Advances are to be made hereunder.

     "Collateral" means all Accounts, General Intangibles, Deposit Accounts, 
and L/S Inventory of the Company, whether now owned or existing or hereafter
acquired or arising.

     "Commercial L/C's" means letters of credit issued by the Bank pursuant to
this Agreement, the drawing under which requires the delivery of bills of
lading, airway bills, or other similar types of documents of title.

     "Commitment" means the amount of the Bank's obligation to make Credit
Advances hereunder, as the same may be reduced from time to time in accordance
with Sections 2.2 and 8.2 hereof.  The initial Commitment of the Bank on the
execution of this Agreement is the sum of Twenty-Five Million Dollars
($25,000,000.00).

                              -2-



     "Concentration Account" has the meaning given that term in Section 7.3.

     "Consolidated" or "consolidated"  when used with reference to any term
defined herein, unless otherwise expressly stated, means that term as 
applied to the accounts of the Company and its wholly-owned Subsidiaries, 
consolidated or combined in accordance with GAAP.  Notwithstanding the 
foregoing, as applied to the accounts of Company and its Subsidiaries for the 
purpose of this Agreement, the terms "Consolidated" or "consolidated" shall 
expressly exclude the accounts of the Joint Venture (including, without 
limitation, the investment of the Company and/or its Subsidiaries in the 
Joint Venture).

     "Continuing Director" means a member of the board of directors of the
Company who either (a) was a member of such board prior to the date hereof 
and continuously thereafter, or (b) became a member of such board after the 
date hereof and whose election or nomination for election was approved by a 
vote of the majority of the Continuing Directors then members of such board.

     "Control" means possession, directly or indirectly of the power to direct
or cause the direction of the management or policies of a Person, whether
through the ownership of voting securities, by contract or otherwise.

     "Cost" means the calculated cost of Inventory, as determined from the
retail stock ledger of the Company, based upon the Company's accounting
practices in effect on the date hereof. "Cost" does not include inventory
capitalization costs or other non-purchase charges (such as freight) used in 
the calculation of cost of goods sold.

     "Credit Advance(s)" has the meaning given that term in Section 2.1.

     "Credit Request" has the meaning given that term in Section 2.6(a).

     "Current Fiscal Year" means the fiscal year of the Company ending 
January 31, 1998 (which fiscal year is commonly known as "fiscal year 1997").

     "Cut-Off Date" means the day immediately preceding the Termination Date.

     "DDA" means any checking or other demand depository account maintained 
by the Company or any of its Subsidiaries.

     "Default" means any Event of Default and any event that would, with the
passage of time or the giving of notice, or both, constitute an Event of
Default.

     "Deposit Accounts" has the meaning given that term in the UCC.

     "Dollars" or "$" means United States Dollars.

     "EBITDA" shall mean, for any period, the sum (without duplication) of 
(a) consolidated net income of the Company and its Subsidiaries for such 
period plus (b) to the extent deducted in determining consolidated net income 
for such period, the sum of (i) depreciation and amortization (including 
deferred financing costs, organization costs and non-compete amortization) for 
such period, (ii) interest expense for such period, and (iii) the provision for
income taxes for such period, and (iv) for the Current Fiscal Year only, non-
recurring expenses associated with store closings, all as determined in
accordance with GAAP.

                              -3-



     "Eligible Inventory" means such of the Company's L/S Inventory, as the 
Bank in its reasonable discretion from time to time determines to be acceptable
for borrowing, as to which L/S Inventory, the Bank has a perfected security 
interest which is prior and superior to all Liens.

     "Eligible Investments" means any or all of the following:

          (a)  marketable direct full faith and credit obligations of, or
     marketable obligations guaranteed by, the United States of America;
     provided that such securities, as a group, may not, on the date of
     determination, have a remaining weighted average maturity of more than 
     five years;

          (b)  marketable direct full faith and credit obligations of States of
     the United States or of political subdivisions or agencies; provided that
     such securities, as a group, may not, on the date of determination, have 
     a remaining weighted average maturity of more than five years; and 
     provided, further, that such obligations carry a rating of "A" or better 
     by a Rating Service;

          (c)  publicly issued bonds or debentures which have a remaining
     maturity at the time of purchase of no more than five years issued by a
     corporation (other than the Company or an Affiliate thereof), organized
     under the laws of a State of the United States or the District of 
     Columbia; provided, that such obligations carry a rating of "A" or better 
     by a Rating Service;

          (d)  open market commercial paper of any corporation (other than the
     Company or an Affiliate thereof) incorporated under the laws of the 
     United States of America or any State thereof or the District of Columbia
     rated not less than "P-2" or "A-2" or its equivalent by a Rating Service
     and maturing within 270 days after the date on which such commercial paper
     is purchased;

          (e)  certificates of deposit and bankers acceptances maturing within
     one year after the acquisition thereof issued by (i) the Bank or (ii) any
     commercial bank organized under the laws of the United States of America 
     or of any political subdivision thereof the long term obligations of which
     are rated "A" or better by a Rating Service;

          (f)  Eurodollar certificates of deposit maturing within one year 
     after the acquisition thereof issued by any commercial bank having 
     combined capital, surplus and undivided profits of at least $1 billion;

          (g)  repurchase agreements, having terms of less than one year, for
     government obligations of the type described in (a) or (b) above, with a
     commercial bank or trust company meeting the requirements of clause (e)
     above;

          (h)  publicly issued collateralized mortgage obligations which have 
     a remaining maturity at the time of purchase of no more than five years;
     provided, that such obligations carry a rating of "A" or better by a 
     Rating Service;

                              -4-



          (i)  tax-exempt bonds or notes which have a remaining maturity at 
     the time of purchase of no more than five years issued by any State of 
     the United States or the District of Columbia, or any political 
     subdivision thereof; provided, that such obligations carry a rating of 
     "A" or better by a Rating Service;

          (j)  publicly issued shares of common or preferred stock issued by a
     corporation (other than the Company or an Affiliate thereof), organized
     under the laws of any State of the United States or the District of
     Columbia, and bonds or debentures convertible into shares of such common 
     or preferred stock, so long as (A) such securities have been registered 
     under the Securities Exchange Act of 1934, as amended, and are traded on
     the New York Stock Exchange, the American Stock Exchange or NASDAQ, and 
     (B) the senior debt securities of the issuer thereof (if any) are rated 
     "A" or better by a Rating Service; provided, however, that the securities
     under this clause (j) may not at any time comprise more than 10% of the 
     total assets of the Company; and

          (k)   interests in any fund or other pooled "open-end" investment
     vehicle which (i) is a registered investment company under the 
     Investment Company Act of 1940, as amended and (ii) invests principally 
     in obligations of any of the types described in clauses (a) through (j) 
     above.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Event of Default" has the meaning given that term in Section 8.1.

     "Existing Loan" has the meaning given that term in the Preamble hereto.

     "Federal Funds Effective Rate" means for any day, a fluctuating interest
rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by
federal funds brokers, as published for such day (or, if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a 
Business Day, the average of the quotations for such day on such transactions 
received by the Bank from three federal funds brokers of recognized standing 
selected by the Bank.

     "Fixed Charges" of the Company and its consolidated Subsidiaries, for 
any period, means the sum, determined on a consolidated basis (without 
duplication), of (a) all scheduled payments of principal of Indebtedness of 
the Company and its consolidated Subsidiaries and mandatory prepayments of 
the principal of such Indebtedness during such period, (b) to the extent not 
included in (a) and (c), all payments by the Company and its consolidated 
Subsidiaries of rent under Capital Lease Obligations during such period, (c) 
cash interest expense of the Company and its consolidated Subsidiaries during 
such period, and (d) all Occupancy Costs during such period.

     "Funding Account" has the meaning given that term in Section 7.3.

     "GAAP" means generally accepted accounting principles consistently 
applied.

     "General Intangibles" means "general intangibles" as defined in the UCC;
and also all: rights to payment for credit extended; deposits; amounts due to
the Company; credit memoranda in favor of the Company; warranty claims; tax
refunds and abatements; insurance refunds and premium rebates; all means and
vehicles of investment or hedging, including, without limitation, options,
warrants, and futures contracts; records; customer lists; telephone numbers;
causes of action; judgments; payments under any settlement or other agreement;
literary rights; rights to performance; computer records, computer software,
rights of access to computer record service bureaus, service bureau computer
contracts, and computer data; and any matter related to, or connected with, 
the design, development, manufacture, sale, marketing, leasing, or use of any 
or all property produced, sold, or leased, by the Company or credit extended 
or services performed, by the Company, whether intended for an individual 
customer or the general business of the Company. Notwithstanding the foregoing,
"General Intangibles" shall not include any interest of the Company in the 
Joint Venture; licenses; franchises; license agreements; royalties; license 
and/or franchise fees; permits and similar rights granted by any governmental 
authority; trade names, trademarks, service marks, and all goodwill relating 
thereto; and all other general intangible property of the Company in the nature
of intellectual property.

                              -5-



     "Guarantee" by any Person means any obligation of such Person 
("Guarantor") directly or indirectly guaranteeing any Indebtedness or other 
obligation of any other Person that would be classified as a liability on the
balance sheet of the Guarantor in accordance with GAAP, and, without limiting
the generality of the foregoing, any obligation, direct or indirect, of the 
Guarantor (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other liability (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets, 
goods, securities or services, to take-or-pay, or to maintain financial 
statement conditions or otherwise) or (b) entered into for the purpose of 
assuring in any other manner the obligee of such Indebtedness or other 
liability of the payment thereof or to protect such obligee against loss in 
respect thereof (in whole or in part); provided that the term Guarantee shall 
not include endorsements for collection or deposit in the ordinary course of 
business.  The term "Guarantee" used as a verb has a corresponding meaning.

     "Included Stores" means retail stores and warehouses of the Company for
which either: (i) a Landlord's Agreement has been duly executed and delivered;
or (ii) the Bank is satisfied, in its sole discretion, based on the terms of 
store leases or otherwise, that the subject landlord will not have a Lien on
the Collateral superior to the Lien of the Bank.

     "Indebtedness" means, as respects the Company or any of its Subsidiaries,
liabilities or obligations:

          (i)     for borrowed money (whether by loan or by the issuance and 
     sale of notes, bonds or other debt securities); or

          (ii)    incurred for the deferred purchase price of property or
     services under any contract or commitment, whether or not in writing, and
     not subject to cancellation without penalty or other expense (except for
     trade indebtedness incurred in the ordinary course of business which is 
     not connected with the borrowing of money); or

          (iii)   secured by (or for which the creditor has an existing right,
     contingent or otherwise, to be secured by) any mortgage, pledge, security
     interest or other lien, charge or encumbrance upon or with respect to its
     property or assets (including, without limitation, Accounts), whether or
     not the Company or such Subsidiary has otherwise assumed or become liable
     for the payment of such liabilities or obligations; or

          (iv)    in connection with any letter of credit or acceptance
     transaction; or

          (v)     all Capital Lease Obligations; or

          (vi)    all Guarantees.

                             -6-



     "Interest Period" means, with respect to any LIBOR Credit Advance, the
period commencing on the date such LIBOR Credit Advance is made or converted
from a Prime Rate Credit Advance or the last day of the next preceding Interest
Period with respect to such LIBOR Credit Advance and ending on the numerically
corresponding day in the first, second, third or sixth calendar month
thereafter, as the Company may select as provided in Section 2.13 hereof, 
except that each such Interest Period which commences on the last Business Day
of a calendar month (or on any day for which there is no numerically 
corresponding day in the appropriate subsequent calendar month) shall end on 
the last Business Day of the appropriate subsequent calendar month.

     Notwithstanding the foregoing:  (i) no Interest Period may end after the
Termination Date; (ii) each Interest Period which would otherwise end on a day
which is not a Business Day shall end on the next succeeding Business Day (or,
if such next succeeding Business Day falls in the next succeeding calendar
month, on the next preceding Business Day); and (iii) notwithstanding clause 
(i) above, no Interest Period shall have a duration of less than one month and,
if the Interest Period therefor would otherwise be a shorter period, such LIBOR
Credit Advance shall not be available hereunder.

     "Inventory" means "inventory" as defined in the UCC, and all goods held 
for sale at retail; goods of such description in transit to the Company; goods
of such description returned to the Company; and all documents which represent
any of the foregoing.

     "Investment" has the meaning given that term in Section 6.2(f).

     "Joint Venture" means, collectively, (a) the joint venture among 
Affiliates of the Company and Levi Strauss & Co., and (b) the wholly-owned 
subsidiary of the Company formed to hold the partnership interest in such 
joint venture.

     "Landlord's Agreements" means agreements with the lessors of real property
to the Company and its Subsidiaries (other than the Joint Venture) regarding 
the rights in the Collateral and the Bank's rights to use and occupy the leased
premises to dispose of the Collateral, each in form and substance reasonably
satisfactory to the Bank.

     "Letters of Credit" and "L/C's" means, collectively, Commercial L/Cs and
Standby L/Cs, and shall include all L/Cs heretofore issued by the Bank for 
the account of the Company and its Subsidiaries which are outstanding on the 
date hereof, as if such L/Cs were issued hereunder.

     "L/C Fees" has the meaning given that term in Section 2.17(g).

     "L/C Reimbursement Obligation" has the meaning given that term in Section
2.17(f).

     "L/S Inventory" means Inventory of the Company held for sale at retail
under the trademarks of Levi Strauss & Co. or any of its Affiliates (including,
without limitation, products bearing the "Levi's", "Dockers", "501", "505" and
"550", "silverTab", and "560").

     "LIBOR Base Rate" means, with respect to any LIBOR Credit Advance, the 
rate per annum quoted to the Company by the Bank at approximately 11:00 a.m. 
Eastern time (or as soon thereafter as practicable) on the day two Business 
Days prior to the first day of the Interest Period for such Credit Advance to 
be the prevailing rate per annum at which Dollar deposits having a term 
comparable to such Interest Period and in an amount comparable to the 
principal amount of the LIBOR Credit Advance to which such Interest Period 
relates are offered to the Bank by leading banks in the interbank eurodollar 
market in which the Bank normally participates.

                              -7-



     "LIBOR Credit Advance" means a Loan, the interest on which is determined 
on the basis of rates referred to in the definition of "LIBOR Base Rate" in 
this Section 1.1.

     "LIBOR Rate" shall mean, for any LIBOR Credit Advance, a rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to (i) the
LIBOR Base Rate for such Credit Advance for the Interest Period for such 
Credit Advance divided by (ii) 1 minus the Reserve Requirement for such Credit
Advance for such Interest Period.

     "Lien" means with respect to any asset, any mortgage, lien, pledge, 
charge, security interest or encumbrance of any kind in respect of such asset.
For purposes of this Agreement, the Company or any of its Subsidiaries shall 
be deemed to own subject to a Lien any asset which it has acquired or holds
subject to the interest of a vendor or lessor under any conditional sale 
agreement, capital lease or other title retention agreement relating to such 
asset.  The purchase and sale rights under the governing documents for the 
Joint Venture shall not constitute a Lien.

     "Loans" means the aggregate principal amount of all advances by way of
Dollars loaned to the Company by the Bank under this Agreement.

     "Loan Documents" means this Agreement, the Note, the Security Agreement,
the UCC Financing Statements,  the Landlord's Agreements, and all other
instruments or documents from time to time executed in connection with this
Agreement, as each may be amended from time to time.

     "Long-Term Lease" means a lease of (or other agreement conveying the 
right to use) real property that is not cancelable on less than 90 days 
notice, without penalty, by the lessee.

     "Maximum Loan Exposure" means the lesser, on any day, of

               (a)  the amount determined in accordance with Section 
               2.1(a)(i);

               or

               (b)  the amount determined in accordance with Section 
               2.1(a)(ii) hereof

in each instance ((a) or (b)) determined without deduction from said amount 
of the Outstanding Credit Advances and Outstanding L/Cs on that day.

     "Net Worth" of the Company and its consolidated Subsidiaries, means: (i)
the sum (determined on a consolidated basis) of preferred stock, common stock,
capital in excess of par value and retained earnings; less (ii) treasury 
stock; less (iii) the book value of all assets, if any, that are classified 
as intangibles in accordance with GAAP (without duplication of items already
deducted in arriving at retained earnings), but in any event including, 
without limitation, good-will, research and development costs, trademarks, 
trade names, copyrights, patents and franchises, unamortized debt discount and
expenses, and all similar items; less (iv) the balance, if any, of the note 
receivable due from the Joint Venture.

                               -8-



     "Non-Cash Charges" means charges not involving the expenditure of cash
related to Inventory and store closings taken in the second fiscal quarter of
the Current Fiscal Year only, but in no event in excess of $13,900,000.00.

     "Note" has the meaning given that term in Section 2.4.

     "Obligations" means any and all liabilities, obligations and undertakings
of the Company to the Bank, of every kind and description, direct or indirect,
absolute or contingent, primary or secondary, due or to become due, sole, 
joint or several, secured or unsecured, now existing or hereafter arising 
under this Agreement or under any other Loan Document.

     "Occupancy Costs" means common area maintenance costs, mall dues, real
estate taxes, all rent (including additional rent determined by reference to 
the revenues of the tenant) paid by the Company and its Subsidiaries 
(determined on a consolidated basis) under Long Term Leases, and sales taxes 
on Occupancy Costs, excluding, however, utilities and telephone charges

     "Origination Fee" has the meaning set forth in Section 2.3(b) hereof.

     "Outstanding Credit Advances" means, as of any date, the unpaid 
aggregate principal amount of all Credit Advances on such date.

     "Outstanding L/C's" means, as of any particular date, the aggregate of 
all face amounts (or such lesser amounts up to which drafts may be presented, 
or for which any other demands for payment may be made) of all L/C's issued 
and outstanding for the account of the Company on such date.

     "Parent" has the meaning given that term in Section 2.16.

     "Permitted Acquisition" has the meaning given that term in Section 6.2(d).

     "Person" means an individual, corporation, partnership, joint venture,
trust or unincorporated organization, entity or enterprise, or a government 
or any agency or political subdivision thereof.

     "Plan" means any current or future employee benefit plan or other plan
maintained for employees of the Company or any of its Subsidiaries and 
covered by Title IV of ERISA, as now or hereafter amended from time to time.

     "Post-Default Rate" means, in respect of any principal of any Loan or 
any other amount payable by the Company under this Agreement which is not paid
when due (whether at stated maturity, by acceleration or otherwise), a rate 
per annum during the period commencing on the due date until such amount is 
paid in full equal to the sum of 2% plus the interest rate that would 
otherwise then be applicable to Prime Rate Credit Advances.

     "Prime Rate" means the greater of (a) the annual rate of interest 
announced by the Bank (or its successors) from time to time at its Principal 
Office as its "base rate" (which may or may not be the lowest rate available 
from the Bank at a given time), or (b) the Federal Funds Effective Rate plus 
2 of 1% per annum (rounded upward, if necessary, to the next 1/16 of 1%).  
Each change in the Prime Rate shall be effective for the purposes of this 
Agreement and the Note on and as of the date such change becomes effective.

                              -9-



     "Prime Rate Credit Advances" means Loans which bear interest at a rate
based upon the Prime Rate.

     "Principal Office" means the office of the Bank identified in Section
9.3(b).

     "Prior Fiscal Year" means the fiscal year of the Company ended 
February 1, 1997 (which fiscal year is commonly known as "fiscal year 1996").

     "Rating Service" means either or both of Moody's Investors Service, Inc.
or Standard & Poor's Corporation.

     "Regulation D" means Regulation D of the Board of Governors of the 
Federal Reserve System as the same may be amended or supplemented from time 
to time.

     "Regulatory Change" means, with respect to the Bank, any change on or 
after the date of this Agreement in United States federal or Massachusetts 
laws or regulations, including Regulation D, or the adoption or making on or
after such date of any interpretations, directives or requests applying to a 
class of lenders including the Bank of or under any United States federal or
Massachusetts laws or regulations (whether or not having the force of law) by
any court or governmental or monetary authority charged with the 
interpretation or administration thereof.

     "Relevant Asset" has the meaning set forth in Section 6.2(e).

     "Reportable Event" shall have the meaning assigned to that term in Title
IV of ERISA, as now or hereafter amended from time to time.

     "Reserves" means such reserves as the Bank may, from time to time,
determine in the Bank's reasonable discretion as being appropriate to reflect
the impediments, if any, to the Bank's ability to realize upon the Collateral 
or affect the market value of the L/S Inventory.

     "Reserve Requirement" means, for any Interest Period for a LIBOR Credit
Advance, the average maximum rate at which reserves (including any marginal,
supplemental or emergency reserves) are required to be maintained during such
Interest Period under Regulation D against "Eurocurrency liabilities" (as such
term is used in Regulation D) by member banks of the Federal Reserve System.
Without limiting the effect of the foregoing, the Reserve Requirement shall
reflect any other reserves required to be maintained by the Bank by reason of
any Regulatory Change against (i) any category of liabilities which includes
deposits by reference to which the LIBOR Rate is to be determined as provided
in the definition of "LIBOR Base Rate" in this Section 1.1 or (ii) any category
of extensions of credit or other assets which include LIBOR Credit Advances.

     "Restricted Guarantee" has the meaning given that term in Section 6.2(c).

     "Restricted Payment" means, with respect to the Company or any Subsidiary
thereof, any dividend or other distribution on any shares of capital stock of
the Company or such Subsidiary (except dividends payable solely in shares of
capital stock or rights to acquire capital stock of the Company, and dividends
payable solely to the Company or to a wholly-owned Subsidiary thereof).

     "Security Agreement" means a security agreement or other documents 
granting the Bank a security interest in the Collateral, in form and substance
reasonably satisfactory to the Bank.

                              -10-



     "Standby L/C's" means letters of credit issued by the Bank pursuant to 
this Agreement, the drawing under which does not require the delivery of bills
of lading, airway bills, or other similar types of documents of title, or 
which are customarily referred to as "standby letters of credit".

     "Subsidiary" means, with respect to any Person, any corporation,
partnership or other entity of which securities or other ownership interests
having ordinary voting power to elect a majority of the board of directors 
or other Persons performing similar functions are at the time directly or
indirectly owned by such Person.

     "Termination Date" shall mean June 30, 1999 unless sooner accelerated
pursuant to the provisions of Section 8.2 hereof.

     "Total Liabilities" means, at any time, the sum (determined on a
consolidated basis) without duplication of (a) the consolidated liabilities of
the Company and its Subsidiaries at such time, determined in accordance with
GAAP and (b) all Guarantees of the Company and its consolidated Subsidiaries
(other than any obligations of the Company to the Joint Venture, or any real
property leases heretofore assigned by the Company to the Joint Venture) at 
such time.

     "Type" of a Credit Advance refers to the determination whether such 
Credit Advance is a LIBOR Credit Advance or a Prime Rate Credit Advance.

     "UCC" means the Uniform Commercial Code as enacted in the Commonwealth 
of Massachusetts.

     "UCC Financing Statements" means financing statements in compliance with
the UCC (or the laws of any other jurisdiction where filed) describing the
Collateral and to be filed to perfect the Bank's interest in the Collateral, 
in form and substance reasonably satisfactory to the Bank.

     1.2  Interpretation.

          (a)  Words of the masculine gender include correlative words of the
feminine and neuter genders.

          (b)  Unless the context shall otherwise indicate, words importing 
the singular include the plural and vice versa.

          (c)  Articles and Sections referred to by number mean the
corresponding Articles and Sections of this Agreement.  References to 
Schedules and Exhibits are to the Schedules and Exhibits hereto.

          (d)  The terms "hereby", "hereof", "hereto", "herein", "hereunder" 
and any similar terms as used in this Agreement, refer to this Agreement as 
a whole unless otherwise expressly stated.

          (e)  The table of contents and the headings of Articles and 
Sections are for convenience of reference only and do not limit, define or 
otherwise affect the scope or content of any provision hereof.

                              -11-



     1.3  Accounting Terms and Determinations.

     Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, all determinations with respect to accounting
matters hereunder shall be made, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Banks
hereunder shall be prepared, in accordance with GAAP; provided that if any
change in GAAP in itself materially affects the calculation of any financial
covenant in this Agreement, the Company may by notice to the Bank, or the Bank
may by notice to the Company, require that such covenant thereafter be
calculated in accordance with GAAP as in effect, and applied by the Company,
immediately before such change in GAAP occurs.  If such notice is given, the
compliance certificates delivered pursuant to Section 6.4 after such change
occurs shall be accompanied by reconciliations of the difference between the
calculation set forth therein and a calculation made in accordance with GAAP 
as in effect from time to time after such change occurs.

                                   ARTICLE 2
                                CREDIT ADVANCES

     2.1  The Credit Advances.  (a)  The Bank agrees, subject to the terms of
this Agreement, to extend the following credit (hereinafter together referred
to as the "Credit Advances"), from time to time to and including the Cut-Off 
Date, in the respective aggregate amounts at any one time outstanding not to 
exceed the lesser of (i) or (ii), below, where:

          (i)  Is the result of:

                    (A)  The Commitment.

                    Minus

                    (B)  The then Outstanding Credit Advances.

                    Minus

                    (C)  The then aggregate of such Reserves as may have been
                         established by the Bank as provided herein.

                    Minus

                    (D)  The then Outstanding L/Cs.

          (ii) Is the result of:

                    (A)  the Borrowing Base.

                    Minus

                    (B)  The then Outstanding Credit Advances.

                    Minus

                    (C)  The then Outstanding L/Cs.

provided that:  the Outstanding Credit Advances (excluding Outstanding L/C's)
shall be paid in full, and there shall be no Outstanding Credit Advances
(excluding Outstanding L/C's), for a period of at least thirty (30) 
consecutive days during the fourth quarter of the Company's fiscal year ending
January 30, 1999.

                              -12-



     (b)  The Bank has no obligation to make any Credit Advance such that 
after making such Credit Advance, the sum of the Outstanding Credit Advances 
and the Outstanding L/Cs exceeds Maximum Loan Exposure.  The making of Credit
Advances in excess of Maximum Loan Exposure is for the benefit of the Company 
and does not affect the obligations of the Company hereunder; such Credit 
Advances constitute Obligations.  The making of any such Credit Advances on 
any one occasion such that Maximum Loan Exposure is exceeded shall not 
obligate any Bank to make any such Credit Advances on any other occasion nor 
to permit such Credit Advances to remain outstanding.

     (c)  Upon the occurrence of any Default, the Bank may suspend its
obligation to make Credit Advances or to issue L/Cs hereunder.

     2.2  Reductions of Commitments.

          (a)  Optional Reductions.  The Company shall have the right to
terminate in full or reduce in part the unused portions of the Commitment at
any time or from time to time, upon prior notice to the Bank as provided in 
Section 2.13.  Each partial reduction of the Commitment shall be in an 
aggregate amount at least equal to $1,000,000.

          (b)  No Reinstatement.  The Commitment, once terminated or reduced,
may not be reinstated.

     2.3  Fees.

          (a)  Commencing on the date of this Agreement, the Company shall pay
to the Bank a facility fee equal to three-tenths of one percent (0.30% or 30
basis points) per annum of the daily average of the aggregate amount of the
Commitment then in effect, payable in quarterly installments, in arrears, on 
the first day of each October, January, April and July, to and including the 
earlier of the date the Commitment is terminated or the Termination Date.

          (b)  The Company shall pay to the Bank an origination fee for
providing the Commitment in the amount of $62,500.00 (the "Origination Fee"),
due and payable on the date of this Agreement by each of the parties hereto.
The Origination Fee shall be deemed earned upon the execution and delivery of
this Agreement, and no portion thereof shall be subject to refund, reduction 
or proration.
   
     2.4  Note.  The Credit Advances made by the Bank shall be evidenced by a
single revolving credit note of the Company (the "Note") in substantially the
form of Exhibit A hereto (and otherwise duly completed) payable to the order 
of the Bank in a principal amount equal to the Commitment.  All Credit 
Advances, repayments thereof, the Type of and Interest Period (if any) for 
each Credit Advance, and payments of interest shall be recorded by the Bank in 
its books and records kept by it in the normal course of its banking business,
and such books and records shall be conclusive as to the matters stated 
therein in the absence of manifest error.  Prior to any transfer of the Note 
by the Bank in accordance with the terms of this Agreement, no notation need 
be made thereon by the Bank as to any Credit Advance, repayments thereof, the 
Type of and Interest Period (if any) for such Credit Advance and payments of 
interest.  At the time of transfer of the Note, the Bank shall endorse thereon
the unpaid principal amount of each Credit Advance, the date each such Credit 
Advance was made, the Type of and Interest Period (if any) for such Credit 
Advance and the date to which interest thereon has been paid in full.  The Bank
is authorized to so endorse the Note and to attach to, and make a part of, such
Note a continuation of the schedule to the Note as and when required.

                              -13-



     2.5  Use of Proceeds.  The Letters of Credit (and the proceeds of any and
all draws or other payments thereunder) and the proceeds of the Loans shall be
used by the Company and its Subsidiaries to refinance existing Indebtedness of
the Company due to the Bank and State Street Bank and Trust Company and for
their general corporate purposes.

     2.6  Borrowings.
          (a)  Except as provided in Section 2.6(b) below, the Company shall
     give the Bank notice of each Loan borrowing to be made hereunder, except
     for Loans made to pay L/C Reimbursement Obligations in accordance with
     Section 2.17, by a written or telephonic request from an Authorized 
     Person (a "Credit Request") to the Bank in accordance with Section 2.13 
     hereof.  Each Credit Request made by telephone shall be confirmed by an 
     Authorized Person (who need not be the same Authorized Person who made 
     the related telephonic request) in writing and sent on the day that such 
     Credit Request was made by telephone.  Each Credit Request made in writing
     and each confirmation of a Credit Request made by telephone shall be in
     the form of Exhibit B.  Not later than 4:00 p.m. Boston time on the date
     specified for each such Credit Request hereunder, the Bank shall make 
     available the amount of the Loan to be made by it on such date by 
     delivering or crediting the amount thereof in immediately available funds
     to the Company's account with the Bank designated in Section 7.3(a)(ii).

          (b)  Notwithstanding the provisions of Section 2.6(a), above, until
     the occurrence, and during the continuance, of an Event of Default, the
     Company may request (or shall be deemed to have requested upon the
     presentation of drafts) loans through, and in accordance with the
     procedures of, the "Client Network System" (so-called) established by the
     Bank from time to time.

     2.7  Prepayments and Conversions.  (a) The Company shall pay the Bank, 
upon demand, that amount from time to time which is necessary so that the
Outstanding Credit Advances do not exceed the Maximum Loan Exposure and, 
if as a result thereof, any LIBOR Credit Advances are prepaid on other 
than the last day of an Interest Period therefor, the Company shall pay 
the Bank the amount payable to the Bank under Section 2.15 hereof in 
respect of such prepayment.
     
     (b)  The Company shall prepay the Loans, daily, in accordance with the
provisions of Section 7.5 hereof, all such prepayments to be first applied to
Prime Rate Credit Advances; provided that until the occurrence, and during the
continuance, of an Event of Default, the Bank shall not prepay any LIBOR 
Credit Advances prior to the expiration of the applicable Interest Period 
therefor.  If as a result of any such prepayment, after the occurrence, and 
during the continuance, of an Event of Default, any LIBOR Credit Advances are
prepaid on other than the last day of an Interest Period therefor, the Company
shall pay the Bank the amount payable to the Bank under Section 2.15 hereof in
respect of such prepayment. Loans prepaid pursuant to this Section 2.7(b) may
be reborrowed in accordance with the terms and conditions of this Agreement.

     (c)  The Company may prepay Loans and/or convert Loans of one Type into
Loans of the other Type, at any time or from time to time, provided that (i) 
the Company shall give the Bank notice of each such prepayment or conversion 
as provided in Section 2.13, and (ii) if any LIBOR Credit Advances are prepaid
or converted on other than the last day of an Interest Period therefor, the 
Company shall have paid the Bank the amount payable to the Bank under Section 
2.15 hereof in respect of such prepayment.  Loans prepaid pursuant to this 
Section 2.7(c) may be reborrowed in accordance with the terms and conditions 
of this Agreement.

                            -14-



     2.8  Repayment of Credit Advances.  The Loans shall mature on, and the
Outstanding Credit Advances shall be repaid in full on, the Termination Date.
In addition, if not sooner terminated, the Commitment shall terminate on the
Termination Date.

     2.9  Interest.  The Company will pay to the Bank interest on the unpaid
principal amount, if any, of each Loan at a rate per annum, initially, (a) if 
a LIBOR Credit Advance, at the rate equal to  the LIBOR Rate plus 2.75 percent
per annum and (b) if  a Prime Rate Credit Advance, the Prime Rate per annum.
Commencing on the 51st day after the end of the Company's fiscal quarter 
ending January 31, 1998 and thereafter, the Company will pay to the Bank 
interest on the unpaid principal amount, if any, of each Loan at a rate per 
annum equal to:  (a) if a LIBOR Credit Advance, the LIBOR Rate plus the LIBOR
Credit Advance Applicable Margin determined by reference to the table which 
appears below (in each case, such Margin to be determined on the 51st day 
after the end of each fiscal quarter of the Company (based upon the 
calculation of the Cash Flow Ratio at the dates required by Section 6.3(b)) 
and to be effective from that date until the 50th day after the end of the 
next succeeding fiscal quarter, provided that interest on LIBOR Credit 
Advances will only change, if at all, at the end of the respective Interest
Periods applicable thereto), and (b) if a Prime Rate Credit Advance, the Prime
Rate.

                                                  LIBOR Credit
                    Cash Flow Ratio            Advance Applicable
               (as defined in Section 6.3(b))        Margin
               ------------------------------   -------------------
               
                                                  
               Less than 0.75-to-1.00,               2.75%
               inclusive


               Greater than 0.75-to-                 2.50%
               1.00 up to 1.00-to-
               1.00, inclusive


               Greater than 1.00-to-                 2.25%
               1.00 up to 1.25-to-
               1.00, inclusive


               Greater than 1.25-to-                 2.00%
               1.00


     Notwithstanding any of the foregoing, after the occurrence of an Event of
Default, at the Bank's option, the Company will pay to the Bank interest at 
the Post-Default Rate on all Obligations (but, as to the portion of the 
Obligations consisting of interest, only to the extent legally enforceable), 
until all such Obligations are paid in full.  Accrued interest on each Loan 
shall be payable (i) if such Loan is a Prime Rate Credit Advance, on the 
first day of each calendar month during the term hereof, (ii) if such Loan is 
a LIBOR Credit Advance, on the last day of the Interest Period for such Loan 
(and, if such Interest Period exceeds three months' duration, quarterly, on 
the last day of each three-month period during such Interest Period), and 
(iii) in any event, upon the payment, prepayment or conversion thereof, but 
only on the principal so paid or prepaid or converted; provided that interest 
payable at the Post-Default Rate shall be payable from time to time on demand 
of the Bank.

     2.10 Payments.  Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Company
hereunder and under the Note shall be made in Dollars and in immediately
available funds to the Bank at the Principal Office, not later than 12:00 
noon Eastern time on the date on which such payment shall become due (each 
such payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day).  The Bank may (but shall not be 
obligated to) debit the amount of such payment which is not made by such time
to any ordinary deposit account of the Company with the Bank.  The Bank will 
give the Company telephonic or written notice of any amount to be charged 
prior to charging such deposit account; however, the failure of the Bank so to
charge such account or to so notify the Company shall not affect the 
obligation of the Company to pay interest, principal or other sums as provided
herein or in the Note.  The Company shall, at the time of making each payment 
hereunder or under the Note, specify to the Bank the Credit Advances or other
amounts payable by the Company hereunder to which such payment is to be 
applied (and in the event that it fails to so specify, or if an Event of 
Default has occurred and is continuing, the Bank may apply such payment as it
may elect in its sole discretion, but subject to the other terms and 
conditions of this Agreement).  If the due date of any payment hereunder or 
under the Note would otherwise fall on a day which is not a Business Day, such
date shall be extended to the next succeeding Business Day and interest shall
be payable for any principal so extended for the period of such extension.

                              -15-



     2.11 Computations.  Interest and fees hereunder and under the Note shall
be computed on the basis of a year of 360 days and actual days elapsed 
(including the first day but excluding the last day) occurring in the period 
for which payable.

     2.12 Minimum and Maximum Amounts; Types.  Each borrowing and conversion 
of principal of Loans shall be in an aggregate principal amount equal to (a) 
in the case of LIBOR Credit Advances, $500,000 or a larger multiple thereof 
and (b) in the case of Prime Rate Credit Advances made through the Client 
Network System described in Section 2.6(b) hereof, $100,000 or a larger 
multiple thereof (borrowings or conversions of Loans of different Types or, in
the case of LIBOR Credit Advances, having different Interest Periods, 
outstanding at the same time hereunder to be deemed separate borrowings and 
conversions for purposes of the foregoing); provided that (i) any Loans may be
in the aggregate amount of the unused portion of the Commitment and (ii) any 
payment or prepayment in full of the Loans may be in the aggregate outstanding
principal amount thereof.  Notwithstanding anything to the contrary contained 
in this Agreement, there shall not be, at any one time, more than seven 
Interest Periods in effect with respect to the LIBOR Credit Advances.

     2.13 Certain Notices.  Notices to the Bank of terminations or reductions 
of the Commitment, of borrowings, conversions and prepayments of Loans and of
the duration of Interest Periods shall be irrevocable and shall be effective 
only if received in writing by the Bank not later than the applicable Eastern
time deadline on the number of Business Days prior to the date that is the 
date of the relevant termination, reduction, borrowing, conversion and/or 
prepayment specified below:

                                                 Number of
                              Eastern Time      Business Days
Notice                        Deadline            Prior
- ------                        ------------      -------------

Termination or reduction of      2:00 p.m.             2
the Commitment


Borrowing or prepayment of       2:00 p.m.             0
Prime Rate Credit Advances                        (same day)


Borrowing or prepayment of,      11:00 a.m.            2
conversion of or into, or
duration of Interest Period
for, LIBOR Credit Advances

Each such notice of termination or reduction shall specify the amount of the
Commitment to be terminated or reduced.  Each such notice of borrowing,
conversion or prepayment shall specify the amount and Type of the Credit
Advances to be borrowed, converted or prepaid, the date of borrowing, 
conversion or prepayment (which shall be a Business Day) and, in the case of
LIBOR Credit Advances, the duration of the Interest Period therefor (subject 
to the definition of Interest Period).  Each such notice of duration of an 
Interest Period shall specify the LIBOR Credit Advances to which such Interest
Period is to relate.  In the event that the Company fails to select the 
duration of any Interest Period for any LIBOR Credit Advances within the time
period and otherwise as provided in this Section 2.13, such Credit Advances 
(if outstanding as LIBOR Credit Advances) will be automatically converted into
Prime Rate Credit Advances on the last day of the then current Interest Period
for such Credit Advances or (if outstanding as Prime Rate Credit Advances) will
remain as, or (if not then outstanding) will be made as, Prime Rate Credit 
Advances.

                              -16-



     2.14 Additional Costs.

          (a)  Subject to paragraph (b) of this Section 2.14, the Company 
shall pay to the Bank, upon demand by the Bank from time to time such amounts 
as the Bank may reasonably determine to be necessary to compensate it for any
costs incurred by the Bank that the Bank determines are attributable to its 
making or maintaining of any LIBOR Credit Advances hereunder or its obligation
to make any of such LIBOR Credit Advances hereunder, or any reduction in any 
amount receivable by the Bank hereunder in respect of any of such LIBOR Credit
Advances or such obligation (such increases in costs and reductions in amounts
receivable being herein called "Additional Costs"), in each case resulting 
from any Regulatory Change which:

               (i)   changes the basis of taxation of any amounts payable to 
     the Bank under this Agreement or the Note in respect of any of such LIBOR
     Credit Advances (other than changes which affect taxes measured by or
     imposed on the overall net income of the Bank or its lending office for 
     any of such LIBOR Credit Advances by the jurisdiction in which the Bank 
     has its Principal Office or such lending office); or

               (ii)  imposes or modifies any reserve, special deposit or 
     similar requirements relating to any extensions of credit or other assets
     of, or any deposits with or other liabilities of, the Bank (including any
     of such Credit Advances or any deposits referred to in the definition of 
     "LIBOR Base Rate" in Section 1.1 hereof), other than any such reserve or 
     other requirement with respect to LIBOR Credit Advances that are reflected
     in the definition of "LIBOR Rate" in Section 1.1 hereof; or

               (iii) imposes any other condition affecting this Agreement (or 
     any of such extensions of credit or liabilities).

          (b)   Notwithstanding paragraph (a) above, the Company shall be 
liable for the payment of Additional Costs of the Bank only to the extent that
such Additional Costs accrue following the commencement of the first Interest
Period which commences following the date that the Bank notifies the Company
of an event entitling the Bank to compensation under paragraph (a) above.


          (c)  When making a claim for Additional Costs, the Bank shall furnish
to the Company a certificate setting forth in reasonable detail the basis and
and amount of each request by the Bank for such compensation.  Determinations
and allocations by the Bank for purposes of this Section of the effect of any
Regulatory Change on its costs of maintaining LIBOR Credit Advances or on 
amounts receivable by it in respect of LIBOR Credit Advances, and of the
Additional Amounts required to compensate the Bank under this Section 2.14, 
shall be conclusive absent manifest error,provided that such determinations 
and allocations are made on a reasonable basis.

                              -17-



     2.15 Compensation.  The Company shall pay to the Bank, upon the request 
of the Bank, such amount or amounts as shall be sufficient (in the reasonable
opinion of the Bank) to compensate it for any loss, cost or expense incurred 
by it as a result of:

          (a)  any payment, prepayment or conversion of a LIBOR Credit Advance
     made by the Bank on a date other than the last day of an Interest Period
     for such Credit Advance; and

          (b)  any failure by the Company to borrow a LIBOR Credit Advance to 
     be made by the Bank on the date for such borrowing specified in the 
     relevant notice of borrowing under Section 2.13 hereof;

but excluding, in any event, loss of margin for the period after any such
payment, prepayment or conversion or failure to borrow; provided that the Bank
shall have delivered to the Company a certificate as to the amount of such loss
and expense along with the basis for calculation thereof.

     2.16 Capital Adequacy.  If the Bank shall determine that the adoption 
or implementation of any applicable law, rule, regulation or treaty regarding
capital adequacy, or any change therein, or any change in the interpretation 
or administration thereof by any governmental authority, central bank or 
comparable agency charged with the interpretation or administration thereof, 
or compliance by the Bank (or its applicable lending office) with any request
or directive regarding capital adequacy (whether or not having the force of 
law) of any such authority, central bank or comparable agency, has or would 
have the effect of reducing the rate of return on capital of the Bank or any 
Person controlling the Bank (a "Parent") in respect of LIBOR Credit Advances 
to a level below that which the Bank (or its Parent) could have achieved but 
for such adoption, change or compliance (taking into consideration its 
policies with respect to capital adequacy) by an amount deemed by the Bank to
be material, then from time to time, within 15 days after demand by the Bank,
the Company shall pay to the Bank such additional amount or amounts as will 
compensate the Bank for such reduction.  A statement of the Bank claiming 
compensation under this Section and setting forth the additional amount or 
amounts to be paid to it hereunder in reasonable detail shall be conclusive 
absent manifest error; provided that the determination thereof is made on a 
reasonable basis.

     2.17 Letters of Credit.

          (a)  (i)  Subject to the terms and conditions of this Agreement, 
the Bank agrees to issue for the account of the Company:

                    (A)  Commercial L/C's for the purpose of supporting
                         inventory purchases by the Company;  and

                    (B)  Standby L/C's for the Company's general corporate
                         purposes.

          (b)  The Bank's agreement hereunder to issue L/Cs is subject to 
the following:

               (i)    The Outstanding L/Cs, after giving effect to the issuance
     of the requested L/C, shall not exceed $2,000,000.00;

                              -18-



               (ii)   With respect to a Commercial L/C, the expiry of such L/C
     is not later than the earlier of the Termination Date or one hundred 
     twenty (120) days from the date of issuance;

               (iii)  With respect to a Standby L/C, the expiry of such L/C is
     not later than the Termination Date;

               (iv)   The aggregate of the then Outstanding L/Cs (after giving
     effect to the issuance of the requested L/C) and the Outstanding Credit
     Advances will not exceed Maximum Loan Exposure.

          (c)  In connection with the issuance of any L/C, the Company shall
provide all reasonable, customary and necessary instructions, documents and
information necessary for the proper preparation of the L/C; (ii) the Bank 
shall approve the form of the L/C (which approval shall be based on usual and
customary commercial and administrative standards and shall not be 
unreasonably withheld or delayed); (iii) the Company shall pay the applicable
fees as hereinafter provided for the issuance of the L/C; and (iv) the 
conditions set forth in Section 4.2 below shall have been satisfied as of the 
date of the issuance of the L/C.

          (d)  The Company's obligations under this Section 2.17 shall be
absolute and unconditional under any and all circumstances and irrespective of
the occurrence of any Default or Event of Default or any conditions precedent
whatsoever or any setoff, counterclaim or defense to payment which the Company
may have or have had against the Bank or any beneficiary of a Letter of 
Credit.  The Company further agrees that the Bank shall not be responsible 
for, and the Company's L/C Reimbursement Obligations (as defined below) shall 
not be affected by, among other things, the validity or genuineness of 
documents or of any endorsements thereon, even if such documents should 
in fact prove to be in any or all respects invalid, fraudulent or forged, or 
any dispute between or among the Company, the beneficiary of any Letter of 
Credit or any financing institution or other party to which any Letter of 
Credit may be transferred or any claims or defenses whatsoever of the Company,
against the beneficiary of any Letter of Credit or any such transferee.  The 
Bank shall not be liable for any error, omission, interruption or delay in 
transmission, dispatch or delivery of any message or advice, however 
transmitted, in connection with any Letter of Credit.  The Company agrees that
any action taken or omitted by the Bank under or in connection with each 
Letter of Credit and the related drafts and documents, if done in good faith 
and without manifest error, willful misconduct or gross negligence on the part
of the Bank shall be binding upon the Company and shall not result in any 
liability on the part of the Bank to the Company; provided, however, in no 
event shall the Bank be liable for any consequential, special or punitive 
damages.

          (e)  To the extent not inconsistent with Section 2.17(c), the Bank
shall be entitled to rely, and shall be fully protected in relying upon, any
Letter of Credit, draft, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, telegram, telecopy, telex or teletype message,
statement order or other document reasonably believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel and other experts selected by
the Bank.

          (f)  If any draft shall be presented or other demand for payment 
shall be made under any Letter of Credit, the Bank promptly shall notify the 
Company of the date and amount of the draft presented or demand for payment 
and of the date and time when it expects to pay such draft or honor such 
demand for payment.  The Company agrees to pay to the Bank, ON DEMAND, the 
amount required to pay each draft or other applicable demand for payment 
pursuant to any L/C in immediately available Dollars (the "L/C Reimbursement 
Obligation").  If a draft or other demand for payment is payable in foreign 
currency, the Company's payment shall be made in Dollars at the Bank's selling
rate for telecommunication transfers of such foreign currency at the place of
payment in effect on the date of payment by the Company or the date of the 
Bank's settlement of the obligation, whichever the Bank may require.  If there
is no selling rate in effect for making such transfers on the date of payment 
or settlement, as the case may be, the Company shall pay to the Bank, ON 
DEMAND, an amount in Dollars equal to the Bank's actual and direct costs of 
settlement of its obligations.  The Company agrees to comply with all 
applicable government regulations concerning foreign currency exchange that 
apply to the L/C's and any drafts or other payments thereunder.  Any L/C 
Reimbursement Obligation not paid in advance or on the same Business Day as 
the payment related thereto by the Bank: (i) shall be paid, at the Bank's
option, by the making of a Loan without further notice to or instruction from
the Company, as a Prime Rate Credit Advance; or (ii) to the extent that the
same is not paid by the making of a Loan pursuant to Clause (i) above, shall 
be immediately due and payable without further notice or demand, and, until
paid in full, shall accrue interest from the date arising until paid in full 
at the Post-Default Rate.

                              -19-



          (g)  With respect to each L/C, the Company shall pay the applicable
fees indicated on the Letter of Credit Fee Table annexed hereto as Schedule
2.17(g) (together the "L/C Fees").  All L/C fees with respect to a particular
L/C shall be paid to the Bank by the Company, which shall discharge the
Company's obligation to the full extent of each such payment.

          (h)  The Bank shall be entitled to administer each Letter of Credit 
in the ordinary course of business and in accordance with its usual practices,
modified from time to time as it deems appropriate under the circumstances, 
and shall be entitled to use its discretion in taking or refraining from taking
any action in connection herewith as if it were the sole party involved.  Any
action taken or omitted to be taken by the Bank under or in connection with any
Letter of Credit, if taken or omitted in the absence of manifest error, gross
negligence or willful misconduct, shall not create for the Bank any resulting
liability to the Company or any of its Subsidiaries and in no event shall the
Bank be liable for any consequential, special or punitive damages.


                                   ARTICLE 3
                              COLLATERAL SECURITY

     3.1  Security. Subject to the provisions of Section 3.2 hereof, the
Obligations shall be secured by a perfected first priority security interest 
in the Collateral.

     3.2  Release of Collateral.  The Bank shall release and terminate its
security interest in the Collateral at such time as the Company and its
Subsidiaries have achieved a Cash Flow Ratio (calculated on a rolling four
quarters basis) of at least 1.25:1.00 for three consecutive fiscal quarters of
the Company and its Subsidiaries;  provided that  for purposes of calculating
Cash Flow (which is a component of the Cash Flow Ratio) under this Section 
3.2, Non-Cash Charges shall be added back only  through the fiscal quarter 
ending April 30, 1998 and not thereafter; and further provided that if a 
Default exists at the time that Bank would otherwise be obligated to release 
and terminate its security interest, the Bank may retain its interest in the 
Collateral and shall not be obligated to so release and terminate its security
interest.  Any release and termination of the Bank's security interest shall
be without prejudice to the Bank's rights, as an unsecured creditor, to seek 
to reach and realize upon the Collateral or any other assets of the Company to
satisfy the Obligations upon the occurrence of an Event of Default.

                              -20-



                                   ARTICLE 4
                         CONDITIONS OF CREDIT ADVANCES

     4.1  Closing Requirements.  The obligation of the Bank to make its 
initial Credit Advance hereunder is subject to the fulfillment of each of the
following conditions precedent to the satisfaction of the Bank:

          (a)  Corporate Action.  The Bank shall have received certified 
     copies of the corporate charter and by-laws of the Company and all 
     corporate action taken by the Company authorizing the execution, delivery
     and performance of this Agreement and the other Loan Documents (including,
     without limitation, a certificate of the Company setting forth the
     resolutions of its Board of Directors authorizing the transactions
     contemplated hereby).

          (b)  Incumbency.  The Company shall have delivered to the Bank a
     certificate in respect of the name and signature of each of the officers
     (i) who is authorized to sign on its behalf this Agreement and the other
     Loan Documents and (ii) who will, until replaced by another officer or
     officers duly authorized for that purpose, act as its representative for
     the purposes of signing documents and giving notices and other
     communications in connection with this Agreement and the other Loan
     Documents.  The Bank may conclusively rely on such certificates until it
     receives notice in writing from the Company to the contrary.

          (c)  Note.  The Bank shall have received the Note, duly completed 
     and executed.

          (d)  Fees.  The Bank shall have received the Origination Fee.

          (e)  Amendment to Leases.  The Company shall have entered into an
     amendment of its Master Lease Agreement with Winthrop Resources 
     Corporation and shall have secured its obligations thereunder, in a 
     manner in all respects satisfactory to the Bank.

          (f)  Opinion of Counsel to the Company.  The Bank shall have received
     an opinion of Foley, Hoag & Eliot LLP, counsel to the Company, addressed 
     to the Bank, covering such matters related to this Agreement and the Note
     as the Bank may reasonably request.

          (g)  Counterparts.  The Bank shall have received duly executed
     counterparts of this Agreement, executed by the Company and the Bank.

          (h)  Security.  The Bank shall have received the Security Agreement
     and the UCC Financing Statements duly completed and executed, and the UCC
     Financing Statements shall have been filed in the appropriate filing
     offices.

          (i)  Minimum Availability.  The Company shall be able to borrow
     pursuant to Section 2.1(a) hereof an amount sufficient to satisfy the
     obligations due to the Bank and State Street Bank and Trust Company under
     the Existing Loan.

          (j)  Additional Documents.  The Company and its Subsidiaries shall
     have executed and delivered such additional documents as the Bank and its
     counsel may reasonably require.

                              -21-



     4.2  Conditions Precedent to Credit Advances.  The obligation of the Bank
to make any Credit Advance (including the initial Credit Advance) is subject 
to the conditions precedent that on the date of such Credit Advance (and 
giving effect thereto):

          (a)  The representations and warranties made in this Agreement shall
     continue to be correct in all material respects as of such date as if 
     made on and as of such date except (i) as otherwise permitted or 
     contemplated in this Agreement or (ii) as to which the Bank has received
     written notice and as to which the Bank has given its written consent; and

          (b)  No Default shall have occurred and be continuing.


                                   ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES

     In order to induce the Bank to execute this Agreement and to agree to 
make the Credit Advances, the Company hereby represents and warrants to the 
Bank as follows:

     5.1  Corporate Existence.  The Company and each of its corporate
Subsidiaries:

          (i)  is duly incorporated, validly existing and in good standing 
     under the laws of the state of its incorporation and is duly qualified 
     and in good standing as a foreign corporation in each jurisdiction in 
     which the failure to qualify would have a materially adverse effect upon 
     the financial condition, business or properties of the Company and its
     Subsidiaries taken as a whole; and

          (ii)  has all requisite corporate power and authority to conduct 
     its business and to own its property, as now conducted or owned or as 
     proposed to be conducted or owned.

     5.2  Performance of Loan Documents.  The execution, delivery and
performance by the Company of the Loan Documents are within its corporate
powers, have been duly authorized by all necessary corporate and other action
and do not and will not:

          (i)  violate any provision of its certificate of incorporation or 
     by-laws, as amended to date;

          (ii) constitute or result in the Company or any of its Subsidiaries
     being in breach of or default under or conflict with any material statute
     or other law, or any material order, regulation or ruling of any court or
     other tribunal or of any governmental or administrative authority or 
     agency of which the Company has knowledge, or any material provision of 
     any material indenture, agreement, lease, instrument or other undertaking
     to which the Company or any of its Subsidiaries is a party or by which it
     or its property or assets may be bound or affected; or

          (iii) result in the imposition of any Liens on any property or assets
     of the Company or any of its Subsidiaries other than in favor of the Bank.

     5.3  Governmental Approval.

          (a)  The Company and each of its Subsidiaries possesses all consents,
licenses, franchises and permits of governmental and administrative authorities
and agencies as are necessary for the conduct of their respective businesses 
and the ownership of their respective properties and assets, as now conducted
and owned or as proposed to be conducted and owned, except where the absence 
of same will have no material adverse effect on the ability of the Company to
perform its obligations under any Loan Document.

                              -22-



          (b)  No authorization, consent, exemption of or filing or 
registration with any court or other tribunal or any governmental or 
administrative authority or agency is or will be necessary to the valid 
execution, delivery or performance, in any material way, by the Company of any
Loan Document.

     5.4  Binding Obligations.  Each of the Loan Documents constitutes, and 
when duly executed and delivered for value, will constitute legal, valid and
binding obligations of the Company, enforceable against the Company in 
accordance with the respective terms thereof, subject to bankruptcy, insolvency
and similar laws of general application affecting the rights and remedies of 
creditors and, with respect to the availability of the remedies of specific 
enforcement, injunctive relief or other equitable remedies, to the discretion 
of the court before which any proceeding therefor may be brought.

     5.5  Capital Stock; Subsidiaries.

          (a)  All outstanding capital stock of the Company and each of its
corporate Subsidiaries has been validly issued and is fully paid and non-
assessable.  As of the date of this Agreement, the Company does not have any
Subsidiaries other than as indicated on Schedule 5.5 hereto.  The Company 
owns, free and clear of all Liens, all of the outstanding shares of each 
corporate Subsidiary.

          (b)  None of Company's subsidiaries (other than the Joint Venture)
owns or has any interest in any assets (i) which, if owned by the Company, 
would constitute Collateral (other than Deposit Accounts maintained at the 
Bank with de minimis balances) or (ii) which are necessary or useful to the 
Bank in connection with its realization upon any Collateral.

     5.6  Financial Statements.

          (a)  The audited consolidated balance sheet of the Company and its
consolidated Subsidiaries as at the end of the Prior Fiscal Year, and the
related audited statements of consolidated income and retained earnings and
consolidated changes in cash flows, for the Prior Fiscal Year then ended,
reported on by Coopers & Lybrand, independent accountants (correct and 
complete copies of which have been furnished to the Banks), fairly present the
consolidated financial condition of the Company and its consolidated
Subsidiaries as of such date and the results of consolidated operations for 
the Prior Fiscal Year, all in accordance with GAAP.

          (b)  The unaudited consolidated balance sheets of the Company and 
its consolidated Subsidiaries as of November 1, 1997 and the related unaudited
statements of consolidated income and consolidated changes in cash flows, for
the nine month period then ended (correct and complete copies of which have 
been furnished to the Banks), fairly present the consolidated financial 
condition of the Company and its consolidated Subsidiaries as of such date and
the results of consolidated operations for the nine month period ended on such
date, all in accordance with GAAP, subject to year-end audit adjustments and 
the absence of footnotes.

          (c)  Except as described in Schedule 5.6(c), since November 1, 1997,
there has been:

                              -23-



               (i)       no change in the consolidated assets or liabilities 
     of the Company and its consolidated Subsidiaries, other than changes in 
     the ordinary course of business, none of which has been, either singly or
     in the aggregate, materially adverse;

               (ii)      no materially adverse depletion of cash (other than
     through the payment of long-term debt of the Company prior to the date
     hereof) or material decrease of working capital other than such as result
     from seasonal variations or other changes in the ordinary course of
     business;

               (iii)     no material damage, destruction or loss (whether or 
     not covered by insurance) adversely affecting a material portion of its
     property, assets or business;

               (iv)      no material controversy with its employees or with any
     labor organization; or

               (v)       no other occurrence or development whatsoever
     materially affecting adversely its business, operations or condition,
     financial or otherwise, or a material portion of its property or assets,
     other than seasonal variations in the ordinary course of business.

     5.7  Litigation. Except as described in Schedule 5.7, to the knowledge of
any executive officer (as defined in Rule 405 promulgated by the Securities 
and Exchange Commission under the Securities Act of 1933, as amended) of the
Company, there are no actions, suits,  investigations or proceedings pending 
or, to the knowledge of any officer or inside director of the Company, 
threatened against or affecting the Company or any of its Subsidiaries or any 
of the respective property or assets of any of them, by or before any court or
other tribunal or any governmental or administrative authority or agency, 
which, if determined adversely to the Company or its Subsidiaries would, 
singly or in the aggregate, have a material adverse effect on the condition,
financial or otherwise, of the Company or its Subsidiaries, considered as a 
whole or which calls into question the validity of any Loan Document.

     5.8  Regulations U and X.  None of the Company or any of its Subsidiaries
is engaged principally, or as one of its important activities, in the business
of extending credit for the purpose of purchasing or carrying margin stock
(within the meaning of Regulation U or X of the Board of Governors of the
Federal Reserve System) and no part of the proceeds of any Credit Advance
hereunder will be used to purchase or carry any such margin stock.

     5.9  Encumbrances.  The Company and each of its Subsidiaries has good 
and clear record and marketable title to all of its respective property and 
assets, and there are no Liens on any of such property or assets, except those
permitted in Section 6.2(a).

     5.10 Defaults. Neither the Company nor any of its Subsidiaries is, to 
the knowledge of the Company, in violation of or default under any statute or
other law or under any order, regulation or ruling of any court or other 
tribunal or any governmental or administrative authority or agency, or in any
material respect under any indenture, agreement, lease, instrument or other 
undertaking to which the Company or such Subsidiary is a party or by which it
or its respective property or assets may be bound or affected, which violation
or default would have a material adverse effect on the business of the Company
and such Subsidiary, considered as a whole.

     5.11 Taxes.  Except as described in Schedule 5.11, the Company and each
of its Subsidiaries has filed all material tax returns and reports (federal, 
state and local) required to be filed by it, and paid all material taxes, 
assessments and other governmental charges imposed upon it and its respective
property and assets, other than (i) such as are presently payable without
interest or penalty, (ii) such as are being contested in good faith by 
appropriate proceedings, and for which adequate reserves are being maintained 
in accordance with GAAP, or (iii) with respect to local taxes, such local 
taxes payable by the Company which (A) the chief financial officer of the 
Company has no knowledge of the Company's obligation to pay and (B) the 
failure to pay does not have a material adverse effect on the business, 
property, assets, or condition, financial or otherwise, of the Company and its
Subsidiaries.  Except as described on Schedule 5.11, the federal income tax
returns of the Company and its Subsidiaries have not been audited by the 
Internal Revenue Service within the last three years, all prior audits have 
been closed, and there are no unpaid assessments, penalties or other charges 
arising from such prior audits.

                             -24-



     5.12 Information. The certificates, reports and other papers furnished by
or on behalf of the Company to the Bank in connection with this Agreement and
the Existing Loan, taken as a whole, do not contain any material misstatement 
of fact or fail to state a material fact necessary to make the statements 
contained therein not misleading.

     5.13 Employee Benefit Plans.  Except as described on Schedule 5.13, 
neither the Company nor any Subsidiary has any Plan or is a sponsor of any 
multi-employer Plan; and no Reportable Event, which is now continuing, has 
occurred with respect to any Plan.

     5.14 Investment Company Act.  Neither the Company nor any of its
Subsidiaries is an "investment company" or a company "controlled" by an
investment company, within the meaning of the Investment Company Act of 1940,
as amended.

     5.15 Restrictions on Sale of Collateral.  The Company is not party to any
agreement or understanding which limits, impairs, or otherwise restricts the
ability of the Bank to freely sell and dispose of any of the Collateral
(including, without limitation, any repurchase agreements, rights of first
refusal or other agreements which limit or condition the time, manner, place 
or price for the sale or disposition of the Collateral), other than certain
Trademark License Agreements with Levi Strauss & Co. dated November 1, 1991 
and November 15, 1996.

     5.16 Store Closures.  The Company intends to close, or is in the process 
of closing, those retail store locations described on Schedule 6.1(j).


                                   ARTICLE 6
                            COVENANTS OF THE COMPANY

     6.1  Affirmative Covenants.  So long as any Credit Advance or any other
Obligation shall remain unpaid, or the Commitment is outstanding, the Company
will, unless the Bank shall otherwise consent in writing:

          (a)  Taxes - Accrue, and cause each of its Subsidiaries to accrue, 
     all tax liabilities according to GAAP, and pay and discharge and cause 
     each of its Subsidiaries to pay and discharge, all taxes, assessments and
     other governmental charges imposed upon the Company and each Subsidiary 
     and its respective property and assets, prior to the date on which 
     interest, penalties or liens accrue or attach in a material amount, and 
     all other known material liabilities and obligations, when due (including,
     without limitation, all Obligations), provided that neither the Company 
     nor any Subsidiary shall be required to pay any such tax, assessment, 
     governmental charge or other liability (other than Obligations) which is
     being contested in good faith by appropriate proceedings, so long as 
     adequate reserves therefor are maintained, and provided further that 
     payments to trade creditors shall be deemed paid when due if made within
     such period of time as payments are made to trade creditors in the 
     customary course of business of the Company and its Subsidiaries unless 
     the failure to make such payments to trade creditors within such period 
     of time would have a material adverse effect on the business of the 
     Company and its Subsidiaries, considered as a whole.

                              -25-



          (b)  Insurance - Maintain, and cause each of its Subsidiaries to
     maintain, insurance with responsible insurance companies, in such amounts
     and against such risks and to such extent as is usually carried by
     companies engaged in a similar business and owning similar property in 
     the same general areas in which the Company and each of its Subsidiaries
     conducts its respective business or owns its respective property and under
     similar circumstances; and furnish to the Bank appropriate evidence of the
     maintenance of such insurance at such times as the Bank may reasonably
     request.

          (c)  Corporate Existence - Maintain, and, unless done in a 
     transaction permitted by Section 6.2(d), cause each of its Subsidiaries 
     to maintain, its good standing in the state of its incorporation or 
     formation, as the case may be, and qualify and remain qualified and in 
     good standing in each other jurisdiction where the failure to qualify in
     such other jurisdiction would have a material adverse effect upon the 
     financial condition, business or properties of the Company and its 
     Subsidiaries taken as a whole; provided however, the Company may, with 
     the prior written consent of the Bank (which consent shall not be 
     unreasonably withheld or delayed), dissolve a Subsidiary if such 
     Subsidiary is no longer actively conducting its business; and maintain in
     good standing all material consents, licenses, franchises and permits of
     public and private authorities as are necessary for the conduct of its 
     respective business and the ownership of its respective property and 
     assets.

          (d)  Compliance with Law - Comply, and cause each of its Subsidiaries
     to comply, with the requirements of all statutes and other laws and all
     rules, regulations and orders of any court or other tribunal or
     governmental or administrative authority or agency applicable to the
     Company or any of its Subsidiaries, or their respective businesses,
     properties or assets, the failure to comply with which would have a
     material adverse effect on the business of the Company and its
     Subsidiaries, considered as a whole.

          (e)  Maintenance of Property - Maintain, and cause each of its
     Subsidiaries to maintain, all property, which is necessary in the proper
     conduct of its respective business, in good working order and condition 
     for such use, and make all necessary repairs thereto and replacements 
     thereof, reasonable wear and tear excepted.

          (f)  Maintenance of Books and Records - Maintain, and cause each of
     its Subsidiaries to maintain, proper and accurate corporate, financial 
     and other records and books of account.

          (g)  Inspection - Upon reasonable notice and at all reasonable times
     during normal business hours, permit, and cause each of its Subsidiaries
     (other than the Joint Venture) to permit, the Bank, and Bank's 
     accountants, auditors, attorneys and other representatives of the Bank, 
     to examine and make copies of and abstracts from its respective books of
     account, correspondence (other than correspondence with its respective 
     attorneys that is subject to the attorney-client privilege or that is not
     permitted to be disclosed pursuant to a confidentiality agreement between
     the Company and/or any Subsidiary, on the one hand, and any other Person
     that is not an Affiliate of the Company, on the other) and other records,
     to examine its property and to discuss its respective financial and other
     affairs with any of its respective officers, and any accountants or 
     auditors hired by it, it being understood that the Bank will not divulge
     information obtained from such examination or received from the Company 
     or any of its Subsidiaries to other persons, except in connection with 
     the proper administration of the Loan Documents and the regulation and 
     examination of the Bank's banking business by state and federal 
     authorities.

                              -26-



          (h)  Further Assurances - From time to time, execute and deliver all
     such instruments and documents, and do or cause to be done all such acts
     and things, as the Banks may reasonably request, more completely to 
     assure to the Bank its rights hereunder and to effectuate the intent of 
     this Agreement.

          (i)  Bank as Principal Depository  - Maintain the Bank as its
     principal depository, bank of account and lending bank.

          (j)  Landlord's Agreements - Use its best efforts to cause to be
     executed and delivered to the Bank, Landlord's Agreements for each of the
     Company's real property leases and warehousing arrangements (other than 
     the Joint Venture, those locations described in Schedule 6.1(j) hereto, 
     and locations presently doing business under the "Boston Traders" name), 
     in each case in form and substance satisfactory to the Bank:

               (i)  with respect to those locations and warehouses described 
     on Schedule 6.1(j)(i), on or before December 19, 1997; and

               (ii) with respect to those locations described on Schedule
     6.1(j)(ii), on or before January 31, 1998

     provided, however, that nothing contained herein shall obligate the 
     Company to pay such landlords any amounts in addition to the payments 
     reserved in the leases with such landlords and reasonable attorneys' fees
     incurred by the landlords in reviewing the Landlord's Agreements in order
     to obtain such Landlord's Agreements.

     6.2  Negative Covenants.  So long as any Credit Advance or any other
Obligation remains unpaid, or the Commitment remains outstanding, the Company
will not, and will not permit any Subsidiary (other than the Joint Venture) 
to, unless the Bank shall otherwise consent in writing:

          (a)  Liens  - Create, incur, assume or suffer to exist, any Lien on 
     or with respect to any of its respective property or assets, whether now
     owned or hereafter acquired, or income or profits therefrom, except the
     following:

               (i)       Liens for taxes, assessments or other governmental
     charges which are being contested in good faith by appropriate 
     proceedings, and for which adequate reserves are being maintained, as to 
     which no Lien having priority over the Bank's Lien shall have arisen;

               (ii)      Statutory Liens of carriers, warehousemen, mechanics,
     materialmen, repairmen and others arising in the ordinary course of
     business for sums not overdue, or which are being contested in good faith
     by appropriate proceedings;

               (iii)     Liens incurred or deposits or pledges made in
     connection with worker's compensation, health or unemployment insurance,
     social security laws, or similar legislation or in connection with or to
     secure the payment or performance of bids, tenders, sale agreements,
     leases, trade agreements, statutory obligations or surety bonds, or other
     Liens incidental to the ordinary conduct of its respective business or 
     the ownership of its respective property and assets, which are not 
     incurred in connection with the borrowings of money; or judgment liens in
     proceedings which are being appealed and with respect to which there has
     been a stay of execution; provided that all of the foregoing do not in 
     the aggregate materially adversely affect the value of its respective 
     property or assets or impair the use thereof in the operation of its 
     respective business;

                              -27-



               (iv)      Landlord's Liens arising under real property leases, 
     or Liens on property hereafter acquired (either in connection with 
     purchase money mortgages, rental purchase agreements, including capital
     leases, or conditional sale or other title retention agreements), which 
     are restricted to the property so acquired and do not secure Indebtedness
     exceeding the fair value (at the time of acquisition) thereof;

               (v)       Liens in favor of the Bank;

               (vi)      Liens described on Schedule 6.2(a);

               (vii)     Easements, rights of way, restrictions, minor defects,
     encroachments or irregularities in title and other similar charges or
     encumbrances not interfering in any material respect with the ordinary
     conduct of the business of the Company or any of its Subsidiaries; and

               (viii)    License agreements pursuant to which the Company
     licenses any of its trademarks, trade names, service marks, trade dress,
     or other intellectual property.

          (b)  Indebtedness - Create, incur, assume or suffer to exist any
     Indebtedness, except the following:

               (i)       Indebtedness to the Bank, whether arising hereunder 
          or otherwise;

               (ii)      Indebtedness described on Schedule 6.2(b), and
          extensions or renewals thereof provided that there is no increase in
          the unpaid principal amount thereof; and

               (iii)     Indebtedness secured by Liens as described in Section
          6.2(a)(iv).

          (c)  Guarantees - Create or become or remain liable with respect to
     any Guarantee; provided that (i) the Company may guaranty the payment of
     amounts due under corporate credit cards issued to the Company and any of
     its employees, provided such cards are only intended for use in respect 
     of expenses incurred in the ordinary course of the Company's business; 
     (ii) the Company may guaranty store leases entered into by a Subsidiary 
     of the Company as tenant; (iii) Guarantees in favor of the Bank; (iv) the
     Company may enter into and remain liable under Guarantees of other 
     obligations of its wholly-owned Subsidiaries, provided that the underlying
     obligation could have been incurred by the Company as primary obligor, 
     without violation of the provisions hereof; and (v) the Company may enter
     into and remain liable under any Guarantee of Indebtedness and/or other 
     liabilities of its Subsidiaries not otherwise permitted under clauses (i) 
     through (iv) above (hereinafter a "Restricted Guarantee"), so long as, 
     giving effect to the creation of such Restricted Guarantee, (A) the 
     aggregate amount of all Indebtedness and liabilities guaranteed under all
     Restricted Guarantees entered into after the date hereof by the Company 
     does not exceed ten percent (10%) of the consolidated total liabilities 
     of the Company and its wholly-owned Subsidiaries at the time that any 
     such Restricted Guarantee is created, and (B) at the time of the creation
     of such Restricted Guarantee (and giving effect thereto) no Default shall
     have occurred and be continuing.

                              -28-



          (d)  Consolidation, Mergers or Acquisition - The Company will not, 
     and will not permit any of its Subsidiaries (other than the Joint Venture)
     to, be a party to any merger or consolidation, or acquire the business of
     any Person except (i) the merger of any wholly-owned Subsidiary of the 
     Company into the Company or any other wholly-owned Subsidiary of the 
     Company; and (ii) so long as no Default shall have occurred and be 
     continuing hereunder at the time of such acquisition or after giving 
     effect thereto, Permitted Acquisitions (as defined below).

     For purposes of this Section 6.2(d), a "Permitted Acquisition" shall mean
an acquisition complying with the following:

          (A)  Such acquisition shall be of assets ancillary, incidental or
     necessary to the retail sale of apparel and related activities, or of 
     100% of the stock of a corporation whose assets consist substantially of
     such assets, or through the merger of such a corporation with the Company
     (with the Company as the surviving corporation), or with a Subsidiary of 
     the Company, where, giving effect to such merger, such corporation becomes
     a wholly-owned Subsidiary of the Company; and

          (B)  If such acquisition includes the acquisition of assets by,
     or the merger of, the Company, there shall have been no change in the
     identity of the chief financial officer or the chief executive officer of
     the Company as a consequence of such acquisition, or if there has been 
     such a change, the Bank shall have consented in writing to such change in
     identity within thirty (30) days thereafter (which consent shall not be
     unreasonably withheld or delayed).

          (e)  Sales of Assets - Sell, assign, lease to another or otherwise
     transfer, convey or dispose of any Relevant Assets (as hereinafter
     defined), the book value of which, when added to the book value of all
     other Relevant Assets sold, assigned, leased, transferred, conveyed or
     disposed of during any fiscal year of the Company equals or exceeds
     $500,000.  The term "Relevant Asset" shall mean any asset of the Company 
     or any Subsidiary thereof (other than the Joint Venture) other than (i)
     inventory, and obsolete or worn-out property and equipment, disposed of 
     in the ordinary course of business, (ii) any assets of the Company 
     disposed of in connection with any store closings that are charged against
     the reserve established for the Company's Current Fiscal Year, and (iii) 
     the assets described on Schedule 6.2(e) hereof.  Notwithstanding the 
     foregoing provisions of this paragraph (e), (A) any Subsidiary may make 
     any sale, assignment, lease or other transfer otherwise prohibited by 
     this paragraph if the same is to a Person with whom such Subsidiary may 
     merge with or into pursuant to paragraph (d) above; and (B) the Company 
     and any Subsidiary may contribute assets to partnerships and joint 
     ventures to the extent permitted by permitted by Section 6.2(f)(viii) or
     (ix).

          (f)  Investments -  Make any loan or advance to any person, or
     purchase or otherwise acquire, the capital stock or a substantial portion
     of the assets or obligations of, or any interest in, any Person (an
     "Investment"), except for the following:

                              -29-



               (i)       (A)  loans to officers and employees not exceeding
          $400,000 in the aggregate at any one time outstanding, provided that
          each such loan is for a term of not more than 90 days from the date 
          on which it is made and is paid within such 90-day period; and (B) 
          loans to the Joint Venture not exceeding $7,500,000 in the aggregate
          at any one time outstanding, provided that no such loans to the Joint
          Venture are outstanding on the last day of each fiscal year of the 
          Company or during any so-called "clean-up period" set forth in an 
          agreement to which the Company and the Joint Venture are parties 
          relating to any such loans;

               (ii)      advances to employees or officers, with respect to
          reimbursable expenses incurred in the ordinary course of business;

               (iii)     acquisition of property, subject to other limitations
          set forth in this Agreement, to be used in the ordinary course of 
          its respective business;

               (iv)      as long as no Loans are outstanding and no Defaults
          then exist Eligible Investments made at or with the Bank; provided
          that such Eligible Investments shall be pledged to the Bank as
          additional collateral for the Obligations;

               (v)       advances to vendors or suppliers, for the purpose of
          obtaining services or supplies, in the ordinary course of business;

               (vi)      advances to contractors for the construction or
          renovation of stores, buildings or improvements for use in the
          business of the Company;

               (vii)     Investments by the Company in its wholly-owned
          Subsidiaries, Investments by such Subsidiaries in the Company, and
          Investments by the Company in its treasury stock;

               (viii)    the contribution by the Company and/or any Subsidiary
          to the Joint Venture of (A) "Original Levi's Stores", leases for 
          such Stores and related assets in connection with the creation of 
          the Joint Venture or (B) other assets from time to time thereafter; 
          provided that, in the case of any contribution described in clause 
          (B) hereof, no Default shall have occurred and be continuing at the
          time of such contribution (and giving effect thereto); and

               (ix) any other Investment by the Company or any Subsidiary 
          (other than the Joint Venture); provided that, giving effect to the 
          making of such other Investment, (A)  the aggregate amount of all 
          such other Investments made after the date hereof by the Company does
          not exceed ten percent (10%) of the consolidated total assets of the
          Company and its wholly-owned Subsidiaries at the time that such other
          Investment is made and (B) at the time of such other Investment (and
          giving effect thereto) no Default shall have occurred and be 
          continuing.

          (g)  Line of Business - Fail to continue (or, subject to Section
     6.1(c) or Section 6.2(d), allow its Subsidiaries (other than the Joint
     Venture) to fail to continue) to carry on substantially the same business
     as carried on during the Prior Fiscal Year, and engage in no business 
     other than such business and activities that are ancillary, incidental or
     necessary thereto; provided, that the foregoing shall not prohibit the
     expansion or contraction of the Company's business so long as the Company
     is still engaged solely in the retail sale of apparel, footwear and 
     related accessories and other activities, ancillary, incidental or 
     necessary thereto.

                             -30-



          (h)  Restricted Payments - Declare or make any Restricted Payment if
     at the time of such declaration or payment, or after giving effect 
     thereto, a Default or Event of Default shall have occurred and be 
     continuing.

          (i)  Agreements Regarding Sale of Collateral.  Enter into any
     agreement or understanding which limits, impairs, or otherwise restricts
     the ability of the Bank to freely sell and dispose of any of the 
     Collateral (including, without limitation, any repurchase agreements, 
     rights of first refusal, or other agreements which limit or condition the
     time, manner, place or price for the sale or disposition of the 
     Collateral).

          (j)  Subsidiaries Assets.  Permit any of the Company's Subsidiaries
     (other than the Joint Venture) to operate any retail or wholesale business
     or to own or have any interest in any assets (i) which, if owned by the
     Company, would constitute Collateral (other than Deposit Accounts
     maintained at the Bank with de minimis balances), or (ii) which are
     necessary or useful to the Bank in connection with its realization upon 
     the Collateral.

     6.3  Financial Covenants.  So long as any Credit Advance or any other
Obligation remains unpaid, or a request for a borrowing hereunder remains
outstanding, the Company shall not, unless the Bank shall otherwise consent in
writing:

          (a)  Ratio of Total Liabilities to Net Worth - Permit the ratio of
     Total Liabilities to Net Worth at the end of any fiscal quarter of the
     Company and its consolidated Subsidiaries to be more than 0.65-to-1.0.

          (b)  Cash Flow Ratio - Permit the ratio ("Cash Flow Ratio"),
     calculated as of the end of any fiscal quarter of the Company and its
     consolidated Subsidiaries for the period of four fiscal quarters then
     ended, of (i) Cash Flow to (ii) Fixed Charges for such period to be less
     than 1.0-to-1.0; provided that for purposes of this Section 6.3(b), Non-
     Cash Charges shall not be added back in determining Cash Flow; and further
     provided that, the Company shall not be obligated to comply with this
     covenant until the fiscal quarter ending January 30, 1999.

          (c)  Inventory Turnover Ratio - Permit the ratio, calculated as at 
     the end of any fiscal quarter of the Company and its consolidated 
     Subsidiaries, of (i) the aggregate consolidated cost of goods sold of the
     Company and its consolidated Subsidiaries for the period of four fiscal
     quarters then ended to (ii) total Inventory (on a FIFO basis) of the
     Company and its consolidated Subsidiaries at the end of such fiscal 
     quarter, to be less than 1.50:1.00.

          (d)  Levi's Outlet by Designs Inventory Turnover Ratio -  Permit the
     ratio, calculated as at the end of any fiscal quarter of the Company and
     its consolidated Subsidiaries, of (i) the aggregate consolidated cost of
     goods sold of the Company and its consolidated Subsidiaries for the period
     of four fiscal quarters then ended to (ii) total Inventory at the Levi's
     Outlet by Designs stores (on a FIFO basis) of the Company and its
     consolidated Subsidiaries to be less than (x) 1.75:1.00 as of the end of
     the fiscal quarter ending January 31, 1998, and (y) 2.00:1.00 at the end 
     of each fiscal quarter thereafter.

                              -31-



          (e)  Minimum EBITDA - Permit EBITDA of the Company and its
     consolidated Subsidiaries to be less than the following amounts for the
     periods indicated:

          Period                                  Minimum EBITDA
          ------                                  --------------

          Fiscal Quarter Ending                   ($6,000,000.00)
          January 31, 1998

          Fiscal Quarters Ending
          April 30, 1998 and July 31, 1998        ($2,500,000.00)
          on a cumulative basis

          Fiscal Quarters Ending
          July 31, 1998 and October 31, 1998      $6,250,000.00
          on a cumulative basis

          Fiscal Year Ending January 30, 1999     $7,700,000.00

It is expressly understood by the Company and the Bank that the above-described
ratios shall be calculated excluding the effect of the accounts of the Joint
Venture (including, without limitation, the investment of the Company and/or 
its Subsidiaries in the Joint Venture).

     6.4  Reporting Requirements.  So long as any Loan or any other Obligation
shall remain unpaid or any Commitment remains outstanding, the Company will,
unless the Bank shall otherwise consent in writing, furnish to the Bank:

          (a)  Promptly after an executive officer or inside director of the
     Company has knowledge of the occurrence of a Default, which is then
     continuing, a certificate of the chief executive officer or the chief
     financial officer of the Company setting forth the details thereof and 
     the action which the Company has taken or proposes to take with respect
     thereto.

          (b)  Within 50 days after the end of each fiscal quarter of each
     fiscal year of the Company, a quarterly report on Form 10-Q (or successor
     form) of the Company and its consolidated Subsidiaries with respect to 
     such fiscal quarter.

          (c)  Within 95 days after the end of each fiscal year of the Company,
     commencing with the Current Fiscal Year, an annual report on Form 10-K (or
     successor form) of the Company and its consolidated Subsidiaries with
     respect to such fiscal year, accompanied by the report of Coopers &
     Lybrand, or other independent accountants reasonably satisfactory to the
     Bank, that the financial statements included therein have been prepared 
     in accordance with GAAP, and that the audit in connection therewith has 
     been made in accordance with generally accepted auditing standards,
     together with a report of such accountants that:

               (i)  they do not have knowledge of the existence, as at the date
          of such report, of any Event of Default that is continuing on such
          date, or, if an Event of Default has occurred and is continuing, a
          statement as to the nature and period of existence thereof; and

               (ii) the calculations contained in the certificate referred to 
          in clause (ii) of paragraph (d), below are correct.

                              -32-



          (d)  Each set of financial statements furnished pursuant to 
     paragraph (b) or (c) of this Section shall be accompanied by a certificate
     of the chief executive officer or chief financial officer of the Company
     (i) stating, to the best of such officer's knowledge after reasonable
     investigation, whether any Default exists on the date of such certificate
     and, if any Default then exists, setting forth the details thereof and the
     action which the Company is taking or proposes to take with respect 
     thereto and (ii) setting forth in reasonable detail the calculations 
     necessary to show whether the Company and its Subsidiaries were in 
     compliance with each of the financial ratios and restrictions contained 
     in this Article 6 on the date of such financial statements, including 
     certification of compliance with the provisions of Section 6.2(f)(i)(B).

          (e)  Each set of financial statements furnished pursuant to 
     paragraph (b) or (c) above as to any fiscal quarter or fiscal year of the
     Company, shall be accompanied by a profit and loss statement for such 
     fiscal quarter or fiscal year, as the case may be, with respect to each
     store operated by the Company or its Subsidiaries (including the Joint 
     Venture), in substantially the form customarily furnished to the Bank by
     the Company prior to the date hereof.

          (f)  Within 95 days of the end of each fiscal year of the Company, a
     projected budget for the Company and its consolidated Subsidiaries for the
     period commencing the beginning of the subsequent fiscal year and
     continuing for a period of three total fiscal years or the remaining years
     to the Termination Date, whichever is less, such budget to include
     quarterly and annual consolidated cash flow statements, balance sheets, 
     and profit and loss statements, all in reasonable detail and duly 
     certified by the chief financial officer of the Company.  In addition, the
     Company will provide a description of the material assumptions made in the
     preparation of such financial statements and a certification by the chief
     financial officer that such assumptions are reasonable.

         (g)  Promptly after any officer or inside director of the Company has
     knowledge thereof, written notice of:

               (i)       Any action, suit, investigation or proceeding pending
          or threatened against or affecting either it or any Subsidiary or any
          respective property or assets of the Company or any Subsidiary, by or
          before any court or other tribunal or any governmental or
          administrative authority or agency, which, if successful, would
          adversely affect materially the business, property, assets or
          condition, financial or otherwise, of the Company and its 
          Subsidiaries taken as a whole;

               (ii)      Termination or potential termination of any material
          consent, license, permit or franchise necessary for the conduct of 
          the business or the ownership of the properties and assets of the 
          Company and its Subsidiaries taken as a whole, which, if terminated,
          would have a materially adverse affect on the business, property,
          assets or condition, financial or otherwise, of the Company and its
          Subsidiaries taken as a whole;

               (iii)     Any material loss, damage or destruction (regardless 
          of whether the same is covered by insurance) to or of a material 
          portion of any of the properties or assets of the Company and its 
          Subsidiaries taken as a whole;

                              -33-



               (iv)      Any material controversy with the respective employees
          of the Company or any Subsidiary or with any labor organization; and

               (v)       Any other development, adversely affecting materially
          the business, property, assets or condition, financial or otherwise 
          of the Company and its Subsidiaries taken as a whole.

          (h)  Promptly upon receipt thereof, copies of all management and 
     other reports issued by the independent accountants to the Company or its
     Board of Directors.

          (i)  Promptly upon the occurrence of any change in the identity of
     any of the President and Chief Executive Officer, the Executive Vice 
     President, General Counsel and Secretary, and the Chief Financial Officer
     of the Company, notice of such change.

          (j)  Promptly after the Company knows or has reason to know that any
     Reportable Event with respect to any Plan has occurred, the statement of
     the chief financial officer of the Company setting forth details as to 
     such Reportable Event and the action which the Company has taken or 
     proposes to take with respect thereto, together with a copy of the notice
     of such Reportable Event to the Pension Benefit Guaranty Corporation.

          (k)  Promptly after the filing thereof with the Secretary of Labor or
     the Pension Benefit Guaranty Corporation, copies of each annual report
     which is filed with respect to each Plan for each Plan year.

          (l)  Promptly after the transmission or filing thereof, copies of all
     notices of annual or special meetings of stockholders, proxy statements,
     and other statements which the Company sends to its stockholders or other
     holders of any of its securities, or files with the Securities and 
     Exchange Commission; provided, however, the Company shall be under no 
     obligation to file with the Bank any such statements filed with the 
     Securities and Exchange Commission which are not public information.

          (m)  With reasonable promptness, such other information respecting 
     the Company or any of its Subsidiaries (other than the Joint Venture, 
     except to the extent expressly provided in Section 6.4(n) hereof) as the
     Bank may from time to time reasonably request, it being understood that 
     the Bank will not divulge any such information obtained from the Company 
     or any of its Subsidiaries except in connection with the proper 
     administration and the enforcement of the Loan Documents and the 
     regulation and examination by federal or state authorities of the Bank's
     banking business, or as the Bank believes in good faith is otherwise
     required by law.

          (n)  Within 50 days after the end of each fiscal quarter of each
     fiscal year of the Joint Venture a quarterly report consisting of a 
     balance sheet, income statement and cash flow statement comparing the 
     current fiscal quarter, comparable fiscal quarter of the previous year 
     and current fiscal quarter budget, and, within 95 days after the end of
     each fiscal year of the Joint Venture, an annual financial statement 
     prepared by an independent certified public accountant.

          (o)  On Monday of each week (as of the preceding Saturday), a
     certificate, substantially in the form of Schedule 6.4(o) annexed hereto,
     calculating and certifying to the Bank the Borrowing Base as provided
     herein, and the resulting respective availabilities for Credit Advances.

                              -34-



                                   ARTICLE 7
                                CASH MANAGEMENT

     7.1  Depository Accounts.

               (a)   Annexed hereto as Schedule 7.1 is a Schedule of all
          present DDA's of the Company and its Subsidiaries, which Schedule
          includes, with respect to each depository (i) the name and address of
          that depository; (ii) the account number(s) of the account(s)
          maintained with such depository; and (iii) if available, a contact
          person at such depository.

               (b)   The Company and its Subsidiaries will not establish any
          DDA hereafter unless, contemporaneous with such establishment, the
          Company delivers to the Bank a notification to the institution in
          which such DDA is to be established of the Bank's security interest
          in the DDA (in form reasonably satisfactory to the Bank).

     7.2  Credit Card Receipts; Collections of Accounts.

               (a)   Annexed hereto as Schedule 7.2 is a Schedule which
          describes all arrangements to which the Company or any of its
          Subsidiaries is a party with respect to the payment to the Company 
          or its Subsidiaries of the proceeds of all credit card charges for
          sales by the Company and its Subsidiaries.

               (b)   The Company and its Subsidiaries shall deliver to the Bank
          agreements with each of the Company's and its Subsidiaries' credit
          card clearinghouses and processors (in form reasonably satisfactory
          to the Bank), which provides that payment of all credit card charges
          submitted by the Company and its Subsidiaries to that clearinghouse
          or other processor and any other amount payable to the Company and
          its Subsidiaries by such clearinghouse or other processor shall be
          directed to such account as may be designated by the Bank.

     7.3  The Concentration and the Funding Accounts.

               (a)   The following accounts have been or will be established
          (and are so referred to herein):

               (i)  The CONCENTRATION ACCOUNT: Established by the Company with
     the Bank (Account No. 0161721).

               (ii) The FUNDING ACCOUNT:  Established by the Company with the
     Bank (Account No. 4701682 and as soon as open and being utilized Account
     No. 80-048-046).

               (b)   The contents of each DDA and the Concentration Account
          constitutes Collateral and Proceeds of Collateral.

                              -35-



     7.4  Proceeds and Collection of Accounts.

               (a)   All cash, cash equivalents, checks, credit card slips and
          receipts arising from the sale of the Inventory of the Company and 
          its Subsidiaries and all General Intangibles shall be held in trust
          by the Company and its Subsidiaries for the Bank; and shall be
          deposited and/or transferred only to the Concentration Account.

               (b)   The Company shall cause the ACH or wire transfer to the
          Concentration Account, on each Business Day (and whether or not there
          are then Outstanding Credit Advances) of

               (i)  the then available contents of each DDA (other than the
     Funding Account), each such transfer to be net of a balance, not to exceed
     $500.00, to be maintained in the subject DDA; and

               (ii) the proceeds of all credit card charges not otherwise
     provided for pursuant hereto.

provided that the Company shall not be responsible for any delays in any ACH
or wire transfer beyond the control of the Company.

     7.5  Payment of Obligations.

               (a)   On each Business Day, the Bank shall apply, towards the
          Obligations, the then collected balance of the Concentration Account
          (subject to one Business Day's clearance and collection).

               (b)   The Bank shall transfer to the Funding Account any 
          surplus in the Concentration Account remaining after the application
          towards the Obligations referred to in Section 7.5(a), above.

     7.6  The Funding Account.  Except as otherwise specifically provided in,
or permitted by, the within Agreement, all checks shall be drawn by the 
Company upon, and other disbursements made by the Company solely from, the 
Funding Account.

     7.7  Inapplicability of Provisions.  The provisions of this Article 7 
shall not apply to (a) the Joint Venture, any of its DDAs, cash or credit 
card collections; or (b) to the Company's payroll and SEC DDAs, provided that 
such DDAs shall be utilized only for the specific purposes for which 
established and shall not be used as a general depository of the funds of the
Company and its Subsidiaries.

                                   ARTICLE 8
                                    DEFAULTS

     8.1  Events of Default.  The occurrence of any one of the following 
events, where applicable, of, by or against the Company, shall constitute an 
Event of Default under this Agreement:

          (a)  Failure to make any payment of principal of or interest on any
     Loan, or any other amount payable hereunder within five (5) Business Days
     after the same is due (whether by demand or on the Termination Date).

                              -36-



          (b)  Any representation, warranty or statement made by the Company
     herein or in connection with this Agreement, any Credit Advance or any
     other Obligation shall prove to have been incorrect or false in any
     material respect when made or furnished.

          (c)  Failure to perform or observe any covenant contained in Section
     6.1(b), Section 6.2 or Section 6.3  or in Article 7 hereof.

          (d)  Failure to perform or observe any material covenant or condition
     (other than as provided in paragraphs (a), (b) or (c) above) contained in
     this Agreement, the Loan Documents or any other agreement with the Bank,
     which failure shall continue for more than 30 days after the Company knew
     or should have known of such default.

          (e)  Failure of the Company or any Subsidiary thereof to make any
     payment in respect of Indebtedness (other than Credit Advances) in the
     aggregate principal amount of more than $500,000 when due or within any
     applicable grace period.

          (f)  Except as provided in clause (p) below or with respect to the
     Atlantic Excluded Claim (until the Company's contest of such claim is
     resolved), any event or condition occurs that results in the acceleration
     of the maturity of any Indebtedness (other than Credit Advances) of the
     Company or any of its Subsidiaries in the aggregate principal amount of
     more than $500,000 or that enables (or, with the giving of notice or
     passage of time would enable) a holder of such Indebtedness, or any Person
     acting on behalf of such holder, to accelerate the maturity thereof.

          (g)  Termination of the Company's existence or, except as permitted
     in Section 6.1(c) or Section 6.2(d), any of its Subsidiaries' existence,
     suspension or discontinuance of its respective business; or insolvency or
     inability of the Company or any of its Subsidiaries to pay its respective
     debts as they mature.

          (h)  Making of a general assignment for the benefit of creditors or 
     of a composition or similar arrangement with creditors; conveyance of all
     or a substantial part of its property or assets to a trust mortgagee or
     liquidating agent; or appointment, in a voluntary proceeding, of a
     receiver, trustee or similar judicial officer or agent, to take charge of
     or liquidate all or a substantial part of the respective property or 
     assets of the Company or any of its Subsidiaries.

          (i)  Appointment of such a receiver, trustee or similar judicial
     officer or agent, in any involuntary proceeding, or action by any court to
     take jurisdiction of all or a substantial part of the Company's or any of
     its Subsidiaries respective property, unless the Company or such 
     Subsidiary is diligently contesting such appointment or the taking of such
     jurisdiction by appropriate action, or if, despite such contest, such
     officer or agent is not discharged or such jurisdiction is not 
     relinquished within a period of 90 days.

          (j)  Commencement of any voluntary proceeding under any provision of
     Title 11 of the United States Code, as now or hereafter amended, or any
     other proceeding, under any state or federal law, now or hereafter in
     force, relating to bankruptcy, insolvency, reorganization, or otherwise to
     the relief of debtors or the readjustment of indebtedness; or commencement
     of any such proceeding against the Company or any of its Subsidiaries,
     unless the Company or such Subsidiary is diligently contesting the same by
     appropriate action, or if, despite such contest, such proceeding is not
     dismissed within a period of 90 days.

                               -37-



          (k)  Attachment, levy or seizure of or on any material asset or 
     assets of the Company or of any of its Subsidiaries, which is not released
     within 30 days.

          (l)  Entry of a final uninsured judgment which, singly or with any
     other outstanding final uninsured judgments, against the Company or any of
     its Subsidiaries, exceeds an aggregate amount of $500,000 if such judgment
     is not discharged or execution thereof stayed pending appeal within 60
     days, or if, within 60 days after the expiration of any such stay, it is
     not discharged or satisfied.

          (m)  With respect to any Plan as to which the Company or any of its
     Subsidiaries may have any liability, (i) a contribution failure occurs
     sufficient to give rise to a lien enforceable by the Pension Benefit
     Guaranty Corporation under Section 302(f)(1) of ERISA, or (ii) there 
     shall exist a deficiency of more than $250,000 in the Plan assets 
     available to satisfy the benefits guaranteed under ERISA with respect to
     such Plan and steps are undertaken to terminate such Plan or such Plan is
     terminated or the Company or such Subsidiary withdraws from or institutes
     steps to withdraw from such Plan or any Reportable Event with respect to
     such Plan shall occur.

          (n)  Substantial (determined with respect to the Company and its
     Subsidiaries taken as a whole) loss, theft, damage or destruction to or of
     any substantial portion of the Company's or any of its Subsidiaries'
     property (unless covered by insurance); or occurrence of any change in the
     Company's or any of its Subsidiaries', condition or affairs, financial or
     otherwise, which would have a material adverse effect on the ability of 
     the Company to perform the requirements of this Agreement or the Note.

          (o)  The Company or any Subsidiary shall fail to pay aggregate 
     monthly rent of at least $180,000 when due, or within any applicable 
     grace period, under leases for any stores that the Company or any 
     Subsidiary has not intentionally closed, or any other event or condition
     occurs that permits (or, with the giving of notice or the passage of time
     would permit) leases for stores that the Company or such Subsidiary has 
     not intentionally closed, with aggregate monthly rents of at least 
     $180,000, to be terminated prior to the stated termination date thereof.

          (p)  The occurrence of any default, after any applicable grace or 
     cure period, pursuant to that certain Master Lease Agreement (i) of the 
     Company with Winthrop Resources Corporation and all Schedules thereto, or 
     (ii) the Joint Venture with Winthrop Resources Corporation and all 
     Schedules thereto, as each may be amended and in effect from time to time.

          (q)  The occurrence of any Change in Control of the Company or its
     Subsidiaries.

          (r)  The occurrence of any material default by the Company under a
     certain Trademark License Agreement with Levi Strauss & Co. dated November
     15, 1996, which default is not cured (if curable) within any applicable
     grace period set forth in such Agreement, the existence of which default
     would permit Levi Strauss & Co. to terminate such Agreement; or the
     termination of such Agreement whether due to the expiration of its term or
     for any other reason.

          (s)  The occurrence of any material default by the Company under
     certain Trademark License Agreement with Levi Strauss & Co. dated November
     1, 1991, which default is not cured (if curable) within any applicable
     grace period set forth in such Agreement, the existence of which default
     would permit Levi Strauss & Co. to terminate such Agreement, or the
     termination of such Agreement whether due to the expiration of its term or
     for any other reason, in each case only if such default or termination
     would limit, restrict, impair or prohibit the Company's sale at retail of
     L/S Inventory.

                              -38-



     8.2  Rights and Remedies on Default.  Upon the occurrence of any Event of
Default specified in Sections 8.1(h), 8.1(i), or 8.1(j),  the Commitment shall
forthwith terminate and the Bank shall be relieved of all obligations to make
Credit Advances and to issue L/Cs and the entire unpaid principal amount of all
Loans then outstanding, all interest accrued and unpaid thereon and all other
amounts payable under this Agreement, and all other Obligations of the Company,
shall be forthwith due and payable, without any further notice or action by the
Bank.  Upon the occurrence of any other Event of Default and at any time
thereafter, unless the same is previously cured, the Bank may:

          (i)       declare the unused portion of the Commitment terminated,
     whereupon the same and the obligation of the Bank to make Credit Advances
     and to issue L/Cs shall be thereupon terminated;

          (ii)      declare the entire unpaid principal amount of all Loans 
     then outstanding, all interest accrued and unpaid thereon and all other 
     amounts payable under this Agreement, and all other Obligations of the 
     Company, to be forthwith due and payable, whereupon the same shall become
     forthwith due and payable and the Commitment shall be terminated, without
     presentment, demand, protest or notice of any kind, all of which are 
     hereby expressly waived by the Company;

          (iii)     require the Company and its Subsidiaries to furnish the 
     Bank with cash collateral for all outstanding L/Cs in an amount equal to
     one hundred five percent (105%) of the maximum undrawn amount thereof.
     Such cash collateral may be immediately applied against any drawing under
     any such L/C without further notice to, or consent from, the Company or 
     its Subsidiaries, and to the extent not utilized for such purpose, shall
     secure, and may be applied against, the other Obligations.

          (iv)      exercise all rights and remedies hereunder, under the Note
     and under any other Loan Documents, and under any other agreements with 
     the Bank; and all other rights and remedies which the Bank may have under
     applicable law.

     8.3  Setoff.

          (a)  The Bank, and any bank wholly-owned by the Bank, may, upon the
occurrence and during the continuance of an Event of Default hereunder, to the
fullest extent permitted by applicable law, off-set any deposits (general or
special, including, but not limited to indebtedness evidenced by a certificate
of deposit, whether matured or unmatured) and any other indebtedness at any 
time held or owing by the Bank or such bank for the account of the Company 
against any principal of or interest on any Credit Advance or any other amount 
due hereunder (regardless of when such deposits or indebtedness are due to the
Company).  The Bank or such bank shall provide such notice of such setoff as 
may be provided for in its customary operating procedures as in effect at the
time.

          (b)  Nothing contained in this Section 8.3 shall be deemed to affect
the authorization set forth in Section 2.10.

                              -39-



                                   ARTICLE 9
                                 MISCELLANEOUS

     9.1  Waivers; Remedies.  The Company waives notice of all action by the
Bank in reliance hereon, but not any notice which is expressly required by any
provision of this Agreement to be given to the Company by the Bank.  No failure
or delay by the Bank in exercising any right or remedy hereunder or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right or remedy preclude any other or further
exercise thereof or the exercise of any other right or remedy hereunder or
thereunder.  No amendment, modification, termination, consent or waiver of any
provision of this Agreement or of any other Loan Document shall in any event 
be effective unless the same shall be set forth in a writing signed by the Bank
and the Company, and then only to the extent specifically set forth therein.
The rights and remedies of the Bank hereunder and under the other Loan 
Documents are cumulative and not exclusive of any other rights and remedies
under other agreements of the Company with the Bank or under applicable law, 
and all such rights and remedies may be exercised singly or concurrently.

     9.2  Action by Bank.  No notice to or demand upon the Company in any
instance, shall entitle the Company to any other or further notice or demand
under similar or other circumstances, unless expressly required by this
Agreement, any other Loan Document or applicable law.  The Bank shall be
entitled to rely upon any instrument or communication in any form believed by
it to be genuine and to have been signed or sent by a proper Person.  The Bank
shall not be liable for any action taken or omitted to be taken by it hereunder
or under any other Loan Document, except for its own manifest error, gross
negligence or willful misconduct.

     9.3  Notices.

          (a)  All notices, demands and other communications between any of
parties hereunder to the other shall be deemed effective (except for Credit
Requests, which shall be effective when received by the Bank) when made in
writing and delivered by hand or sent by first class mail or by facsimile
transmission, and addressed to the other party as set forth below:

     If to the Company:

          66 B Street
          Needham, Massachusetts  02194
          Attention:  Carolyn R. Faulkner, Chief Financial
                      Officer and Vice President
          Telecopy:   781-449-8666

          with a copy to Scott N. Semel, Esq., Executive Vice President,
          Secretary and General Counsel, at the same address.

or to such other address of which notice is given in the same manner provided
that failure of the Bank to deliver a copy of any notice to the Company's
General Counsel shall not constitute a failure to send notice to the Company.

                              -40-




     If to the Bank:

          BankBoston, N.A.
          100 Federal Street
          Boston, Massachusetts  02110
          Attention:  Gisela A. LoPiano, Director
          Telephone:  (617) 434-5801
          Telecopier: (617) 434-5826

     or to such other address as the Bank may designate in writing to the
     Company, in each case with a copy to:

          David S. Berman, Esq.
          Riemer & Braunstein
          Three Center Plaza
          Boston, Massachusetts  02108
          Telephone:  (617) 523-9000
          Telecopier:  (617) 723-6831

provided that the failure of the Company to deliver a copy of any notice to
David S. Berman shall not constitute a failure to send notice to the Bank.

          (b)  Credit Requests from the Company to the Bank shall be delivered
in accordance with Section 2.6 and notices to the Bank shall be addressed to 
the Bank at:
          BankBoston, N.A.
          100 Federal Street
          Boston, Massachusetts  02110
          Attention:  Gisela A. LoPiano, Director
          Telephone:  (617) 434-5801
          Telecopier: (617) 434-5826

or to such other address as the Bank may designate in writing to the other
parties hereto.

     9.4  Costs and Expenses.  The Company will pay to the Bank, on request, or
the Bank may charge the Company's deposit accounts with the Bank or any other
account of the Company:

          (i)  all reasonable costs and expenses paid or incurred by the Bank
     in connection with the preparation of this Agreement and the other Loan
     Documents, and any amendment thereof, including, without limitation, the
     reasonable fees and disbursements of Riemer & Braunstein, special counsel
     for the Bank, with respect thereto; and

          (ii)  the reasonable fees and disbursements of such counsel or other
     legal counsel, independent public accountants and other experts retained
     by the Bank in connection with the collection or enforcement of any Loan
     Documents and any collateral or security therefor, and the defense by the
     Bank of any claims asserted against it with respect thereto, whether or
     not, in any instance, litigation is commenced.

The Bank will give the Company notice of any amount to be charged to any 
account of the Company pursuant to this Section prior to charging such 
account.

                              -41-



     9.5  Indemnification.  The Company agrees to indemnify and hold harmless
the Bank from and against any and all claims, actions and suits whether
groundless or otherwise, and from and against any and all liabilities, losses,
damages and expenses arising out of this Agreement or any of the other Loan
Documents or the transactions contemplated hereby including, without 
limitation, (a) any use by the Company of the proceeds of any of the Loans, or
the relationship of the Company and the Bank under this Agreement or any 
transaction contemplated pursuant to this Agreement, (b) the Company's entering
into or performing this Agreement or any of the other Loan Documents or (c) any
administrative or investigative proceeding by any governmental authority
directly or indirectly related to a claim, demand, action or cause of action
described in clause (a) or (b) above, (d) with respect to the Company and its
respective properties and assets, the violation of any environmental law, the
release or threatened release of any hazardous substances or any action, suit,
proceeding or investigation brought or threatened with respect to any hazardous
substances (including, but not limited to claims with respect to wrongful 
death, personal injury or damage to property), in each case including, without
limitation, the reasonable fees and disbursements of counsel incurred in
connection with any such claim; provided however that the Bank shall not be
entitled to indemnification if the Bank acted in bad faith, with gross
negligence, or with willful misconduct.  If any claim, demand, action or cause
of action is asserted against any indemnitee, such indemnitee shall promptly
notify the Company, but the failure to so promptly notify the Company shall not
affect the Company's obligations under this section.  Each indemnitee is
authorized to employ counsel in enforcing its rights hereunder and in defending
against any claim, demand, action or cause of action covered by this section
(the reasonable fees and expenses of which counsel shall promptly be paid by 
the Company).  The provisions of this Section 9.5 shall survive the repayment
of the Obligations and the termination of the obligations of the Bank 
hereunder.

     9.6  Counterparts.  This Agreement may be executed in any number of
counterparts, each of which, when so executed and delivered, shall be deemed to
be an original and all of which taken together shall constitute but one and the
same Agreement.

     9.7  Severability.  Any determination that any provision of this Agreement
or any application thereof is invalid, illegal, or unenforceable in any respect
in any instance shall not affect the validity, legality, or enforceability of
such provision in any other instance, or the validity, legality, or
enforceability of any other provision of this Agreement.

     9.8  Incorporation of Negotiations.
     This Agreement and the other Loan Documents incorporate all discussions 
and negotiations between the Company and the Bank, either express or implied,
concerning the matters included herein and in such other Loan Documents, any
custom, usage, or course of dealings to the contrary notwithstanding.  No such
discussions, negotiations, custom, usage, or course of dealings shall limit,
modify, or otherwise affect the provisions hereof or thereof. 

     9.9  Effective Date; Assignment.  This Agreement shall become effective
when executed by the Company and the Bank and thereafter shall be binding upon
and inure to the benefit of the Company and the Bank and their respective
successors and assigns, except that (a) the Company may not assign its rights
hereunder or any interest herein without the prior written consent of the Bank,
and (b) the Bank may not assign its rights hereunder or any interest herein
without the prior written consent of the Company (which consent shall not be
unreasonably withheld or delayed), provided that the Bank may grant
participations in any Credit Advance or L/C to any bank wholly-owned by it
without the consent of the Company.  No assignee, participant or other
transferee of the Bank's rights (including a transferee by reason of a business
combination involving the Bank) shall be entitled to receive any greater 
payment under Section 2.14 or 2.16 than the Bank would have been entitled to 
receive with respect to the rights transferred, unless such transfer is made 
with Company's prior written consent or at a time when the circumstances 
giving rise to such greater payment did not exist.

                              -42-



     9.10 Survival of Covenants.  All of the covenants, representations and
warranties made herein shall survive the execution and delivery of this
Agreement and the making of any and all Credit Advances and issuance of any
L/Cs.  All covenants, representations and warranties contained in any of the
other Loan Documents, and in any certificate, statement, report or other
document delivered by or on behalf of the Company as provided herein, or
otherwise, in connection with the transactions contemplated hereby, shall be
deemed to have been made in this Agreement as of the date of such certificate,
statement, report or other document.

     9.11 GOVERNING LAW.  THIS AGREEMENT AND ALL OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF
MASSACHUSETTS.

     9.12 WAIVER OF JURY TRIAL.  EXCEPT TO THE EXTENT PROHIBITED BY LAW WHICH
CANNOT BE WAIVED, THE BANK AND THE COMPANY HEREBY IRREVOCABLY WAIVE TRIAL BY
JURY IN CONNECTION WITH ANY ACTION OR PROCEEDING OF ANY NATURE WHATSOEVER
ARISING UNDER, OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS OR THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/COMPANY RELATIONSHIP BEING ESTABLISHED HEREBY, WHETHER ARISING UNDER
STATUTE (INCLUDING ANY FEDERAL OR STATE CONSTITUTION) OR UNDER THE LAW OF
CONTRACT, TORT OR OTHERWISE AND INCLUDING, WITHOUT LIMITATION, ANY CHALLENGE TO
THE LEGALITY, VALIDITY, BINDING EFFECT OR ENFORCEABILITY OF THIS SECTION OR 
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

     9.13 Attachments.  All Exhibits and Schedules hereto are hereby
incorporated into and made a part of this Agreement.

     9.14 Severability.  If any provision of this Agreement, or the application
thereof to any person or circumstance, is held invalid, such invalidity shall
not affect any other provision which can be given effect without the invalid
provision or application, and to this end the provisions hereof shall be
severable.

     9.15 Reliance by Company.  The Company shall be entitled to rely upon any
certifications, notices or other communications (including any communications 
by telephone, telex, telegram or cable) believed by it to be genuine and 
correct and to have been signed or sent by or on behalf of the Bank.

     IN WITNESS WHEREOF, the Company and the Bank have caused this Agreement to
be executed and delivered as a sealed instrument, at Boston, Massachusetts, by
their duly authorized officers, all as of the date first written above.


                                   DESIGNS, INC.


                                    By: /s/ Joel H. Reichman
                                        ------------------------
                                        Title:  President and CEO


                                   BANKBOSTON, N.A.


                                    By: /s/ Gisela A. LoPiano
                                        ----------------------
                                        Title:  Director

EX-10.2

                                                 BANKBOSTON, N.A.

                               SECURITY AGREEMENT

     This Security Agreement ("Agreement") is made as of December 10, 1997 by
and between the Debtor and the Secured Party, identified with their respective
"Notice Addresses" as follows:

     A.   The "Debtor" is:              DESIGNS, INC.

          with a Notice Address of:     66 B Street
                                        Needham, MA  02194
                                        Attn: Scott N. Semel, Executive
                                        Vice President
                                        Fax Telephone:  (617) 444-8999
     and

     B.   The "Secured Party" is:       BANKBOSTON, N.A.

          with a Notice Address of:     100 Federal Street
                                        Boston, MA  02110
                                        Attn:  Gisela A. LoPiano, Director

In order to induce the Secured Party to lend certain sums, to extend credit or
to grant other financial accommodations, all to or for the benefit of the
Debtor, and in consideration thereof and in consideration of the mutual
covenants herein contained, and for other good and valuable consideration, 
the receipt and sufficiency of which are hereby acknowledged, the Secured 
Party and the Debtor hereby agree as follows:

SECTION 1:     GRANT OF SECURITY INTEREST IN COLLATERAL.
               ----------------------------------------

     The DEBTOR HEREBY GRANTS TO THE SECURED PARTY a continuing security
interest in and to the Collateral (defined below), as security for the full,
prompt and faithful payment and performance of the Obligations (defined below).

SECTION 2:     CERTAIN DEFINITIONS; USE OF TERMS; AND INCORPORATION BY
               -------------------------------------------------------
               REFERENCE.  In this Agreement:
               ---------

     2.1  "Credit Agreement" means the Credit Agreement of even date herewith
between the Debtor and the Secured Party, as amended and in effect from time to
time.

     2.2  "Collateral" means any and all of the Debtor's present and future
right, title and interest in and to the following property, and each item
thereof, all whether now or hereafter existing, or owned or acquired by Debtor,
or now or hereafter arising or due or to become due, wherever such property may
be located, together with all substitutions for, replacements of, additions to,
accessions to, and products, Proceeds and Records of any and all of the
following:

          2.2.1     "Inventory Collateral " which means: all Inventory and all
     Documents (whether negotiable or non-negotiable) which relate to 
     Inventory, and "Inventory" means any and all Debtor's:  goods held by the
     Debtor for or which have been returned to the Debtor; and "inventory" as
     defined in the UCC; all of the foregoing only to the extent that it 
     bears, or is sold under, the trademark, trade names or other marks owned
     by Levi Strauss & Co. or any of its Affiliates;

          2.2.2     "Receivables Collateral" which means: all Accounts; all
     rights of Debtor to draw under letters of credit; all rights of Debtor in
     and to the Inventory which gave rise to any Account; all Liens, guaranties
     and security granted to or held by Debtor with respect to Accounts or 
     other obligations owing to Debtor; and all contract rights, including all
     rights to payment under contracts not yet earned by performance, and

                               -1-



               2.2.2.1   "Accounts" means any and all Debtor's rights to 
          payment for goods sold or leased, for services rendered or for credit
          extended (and not evidenced by an instrument or chattel paper), 
          whether or not earned by performance, and "accounts" as defined in
          the UCC, all in whatever form and however arising or created; and

               2.2.2.2   "Account Debtor" means "account debtor" as defined in
          the UCC;

          2.2.3     "General Intangibles Collateral"  which means  all General
     Intangibles, and "General Intangibles" means "general intangibles" as
     defined in the UCC; and also all: rights to payment for credit extended;
     deposits; amounts due to the Debtor; credit memoranda in favor of the
     Debtor; warranty claims; tax refunds and abatements; insurance refunds and
     premium rebates; all means and vehicles of investment or hedging,
     including, without limitation, options, warrants, and futures contracts;
     records; customer lists; telephone numbers; causes of action; judgments;
     payments under any settlement or other agreement; literary rights; rights
     to performance; computer records, computer  software, rights of access to
     computer record service bureaus, service bureau computer contracts, and
     computer data; and any matter related to, or connected with, the design,
     development, manufacture, sale, marketing, leasing, or use of any or all
     property produced, sold, or leased, by the Debtor or credit extended or
     services performed, by the Debtor, whether intended for an individual
     customer or the general business of the Debtor; notwithstanding the
     foregoing, "General Intangibles" shall not include any interest of the
     Debtor in the Joint Venture (as defined in the Credit Agreement); 
     licenses; franchises; license agreements; royalties; license and/or
     franchise fees; permits and similar rights granted by any governmental 
     authority; trade names, trademarks, service marks, and all goodwill 
     relating thereto; and all other general intangible property of the Debtor
     in the nature of intellectual property.

          2.2.4     All Deposit Accounts;

          2.2.5     Records regarding the Collateral; and

          2.2.6     Liens, guarantees, rights, remedies and privileges
     pertaining to any of the Collateral, including the right of stoppage in
     transit and all other rights under the UCC.

     2.3  "Liens" means any and all: mortgages, pledges, security interests,
encumbrances, liens, or charges of any kind, including agreements to give any
of the foregoing; conditional sales or other title retention agreements or 
devices, or any leases in the nature thereof; and filing of, giving or 
agreement to give, any financing statement under the Uniform Commercial Code 
of any jurisdiction; 

     2.4  "Loan Documents" means any and all agreements (including this
Agreement), instruments, Documents, and other writings, including  security
agreements, loan agreements (including that certain Credit Agreement dated of
even date herewith (the "Credit Agreement") by and between the Debtor and the
Secured Party, notes, guarantees, mortgages, deeds of trust, collateral
assignments, subordination agreements, contracts, notices, leases, financing
statements and all other written matter, whether heretofore, now, or hereafter
executed by or on behalf of the Debtor, and delivered or assigned to the 
Secured Party in connection with any of the Obligations or contemplated 
thereby, together with all agreements and documents referred to therein or 
contemplated thereby, all as modified, amended , supplemented or restated from
time to time; 

     2.5  "Loans" means the Loans defined as part of the definition of
Obligations;

                              -2-



     2.6  "Master Exhibit" means the Master Exhibit annexed hereto;

     2.7  "Obligations" means, in the broadest and most comprehensive sense, 
any and all indebtedness, liabilities, duties, undertakings, warranties, 
covenants and agreements (including those of payment or performance) of the
Debtor to the Secured Party, all of every kind, nature and description, 
arising pursuant to the terms of the Loan Documents, whether or not the same
are:  now existing or hereafter arising; imposed by agreement or by operation 
of law; due or not due, absolute or contingent, liquidated or unliquidated, 
voluntary or involuntary; evidenced by a writing; presently contemplated by 
the parties; the joint or the several liabilities of the Debtor; direct or 
indirect; liabilities or undertakings of the Debtor as surety, guarantor or 
endorser with respect to obligations of one or more other parties; 
specifically described as secured or unsecured; hereafter acquired by Secured 
Party by assignment, other transfer or operation of law; or by reason of any 
cause of action which the Secured Party may have against the Debtor under the
Loan Documents, and Obligations specifically include Debtor's liabilities to 
repay all loans, advances and other financial accommodations or credit now or
hereafter made or extended to or for the benefit of the Debtor (altogether 
the "Loans"), pursuant to the Credit Agreement, together with the payment of
all interest and other monies due pursuant to the terms of any and all notes 
executed and delivered in connection with Loans, and any and all substitutions,
renewals, extensions, amendments and rewritings of the Loans or such notes 
and all present and future advances made thereunder;

     2.8  "Permitted Liens" has the meaning set forth in the Credit Agreement.

     2.9  "Permitted Locations" has the meaning set forth in Section 3.1.4
hereof.

     2.10 "Persons" means any and all individuals, corporations, partnerships,
business or other trusts, governments or any agencies or subdivisions thereof,
joint ventures or other entities or associations whatsoever;

     2.11 "Records" means all books, records and information in whatever 
medium the same may be stored, contained, recorded or maintained, including 
all electronically recorded information and all rights of access to such 
books, records and information, computer software and information (and all 
rights, programs, manuals, storage, backup, service contracts, licenses and 
source codes with respect thereto), and all property in which such books, 
records and information are stored, contained, recorded or maintained;

     2.12 "UCC" means the Uniform Commercial Code as in effect from time to 
time in The Commonwealth of Massachusetts;

     2.13 The following terms shall have the respective meanings ascribed to
them in the UCC:   "Document", "Deposit Accounts", and "Proceeds";

     2.14 All exhibits to this Agreement are incorporated herein;

     2.15 The use of the singular of terms which are defined in the plural 
shall mean and refer to any one of them; and pronouns used herein shall be 
deemed to include the singular and the plural and all genders;

     2.16 Use of the connective "or" is not intended to be exclusive; the term
"may not" is intended to be prohibitive and not permissive; use of "includes"
and "including" is intended to be interpreted as expansive and amplifying and
not as limiting in any way; and

                             -3-



     2.17 Terms defined elsewhere in this Agreement shall have the respective
meanings ascribed to them where so defined.

SECTION 3:     CERTAIN REPRESENTATIONS, WARRANTIES, AND COVENANTS REGARDING THE
               ----------------------------------------------------------------
               COLLATERAL.
               ----------

     The Debtor hereby makes the following warranties, representations, and
covenants, each of which is in addition to, and supplemental of, those set 
forth in the Credit Agreement:

     3.1  Collateral, Generally.  With respect to all Collateral:

          3.1.1     Title to Collateral.  Except for the security interest
     hereby granted, Permitted Liens, and for sales of Inventory Collateral in
     the ordinary course of business, the Debtor is and shall remain the owner
     of the Collateral free from all Liens, and Debtor will defend the
     Collateral against all claims and demands of all Persons at any time
     claiming the same or any interest therein, and no financing statement
     covering any of the Collateral is on file in any public office in any
     jurisdiction; the Debtor, promptly upon learning thereof, will report to
     the Secured Party all matters materially adversely affecting the value,
     collectability or enforceability of any Collateral; and Debtor does not
     have, presently, and shall not have, hereafter, possession of any
     property on consignment;

          3.1.2     Actions Regarding Perfection; Further Assurances.  From 
     time to time, when requested by the Secured Party, the Debtor will take 
     all steps and actions necessary in order to create, confirm and maintain
     a valid and perfected security interest in favor of the Secured Party in 
     the Collateral and will join with the Secured Party in taking any such 
     actions reasonably requested by the Secured Party, including executing 
     one or more financing statements in form satisfactory to the Secured 
     Party, and will pay the cost of filing the same in all public offices 
     wherever filing is deemed by the Secured Party to be necessary for the 
     purpose of creating, perfecting, or maintaining the perfection or 
     priority of the security interests granted herein; and the Debtor, from
     time to time, at the request of the Secured Party, will do such 
     additional and further acts and things, provide such assurances and 
     execute and deliver such documents, all as are reasonably deemed 
     desirable by the Secured Party in order to more completely vest in and 
     assure to the Secured Party all of its rights hereunder and in or to 
     the Collateral;

          3.1.3     Secured Party's Option to Pay Taxes, Insurance and
     Maintenance Expenses.   At the Secured Party's option, the Secured Party
     may, at any time or times, (but Secured Party shall have no obligation 
     to):

               3.1.3.1   discharge taxes or Liens (other than Permitted Liens
          unless an Event of Default shall have occurred and be continuing) at
          any time levied, placed or assessed on the Collateral;

               3.1.3.2   pay for insurance on the Collateral if Debtor shall 
          at any time fail to maintain such insurance, or if Secured Party 
          shall at any time receive notice or otherwise become aware that 
          such insurance may be canceled, become cancelable or be insufficient
          (in the Secured Party's reasonable judgment) in amount or coverage 
          terms; and

               3.1.3.3   pay for the maintenance and preservation of the
          Collateral; and

     The Debtor shall reimburse the Secured Party, on demand, for any payment
     made or expense incurred by the Secured Party pursuant to the foregoing
     authorization, and such obligation to reimburse the Secured Party shall
     constitute part of the Obligations secured by this Agreement;

                           -4-



          3.1.4     Location of Collateral.  Such of the Collateral as
     constitutes tangible property will be kept at all times at the Debtor's
     Notice Address or other addresses indicated on the Master Exhibit
     (collectively, "Permitted Locations"), and Debtor will not remove such
     Collateral from such location(s) (other than transfer between Permitted
     Locations) without the prior written consent of the Secured Party; Debtor
     will notify, promptly, the Secured Party of each change in the location 
     of such Collateral (other than transfer between Permitted Locations); no
     part of the Collateral is of a type normally used in more than one state;
     no Collateral has been brought into this Commonwealth or any other
     jurisdiction shown on the Master Exhibit within the past four (4) months
     subject to any Lien in favor of any Person other than the Secured Party,
     perfected in any manner under the law of the jurisdiction from which said
     Collateral was removed; and all Debtor's Records regarding Collateral are
     kept and maintained at Debtor's Notice Address or other Permitted
     Locations;

          3.1.5     Powers of Attorney.  The Debtor hereby irrevocably
     constitutes and appoints the Secured Party as the Debtor's true and lawful
     attorney, coupled with an interest, with full power of substitution (in
     each case at the sole risk, cost and expense of the Debtor but for the
     benefit of the Secured Party) to do the following:

               3.1.5.1   At any time or times (whether or not an Event of
          Default has occurred), to file and record without Debtor's 
          signature, or to sign Debtor's name to and file and record, 
          financing statements and any other instruments, and to take such 
          other actions as Secured Party may deem necessary in order to 
          perfect or maintain the perfection or priority of or disclose or 
          protect the Secured Party's security interests in the Collateral or
          any portion thereof; and to endorse the name of the Debtor in favor
          of the Secured Party upon any and all checks, drafts, notes, money
          orders, acceptances and other items, Instruments and forms of 
          payment, and to sign and endorse the name of the Debtor on, and 
          receive as secured party, any of the Collateral; and to receive and
          apply any proceeds of any Collateral toward the Obligations in
          accordance with the Credit Agreement;

               3.1.5.2   At any time or times (after the occurrence, and 
          during the continuance, of an Event of Default), to notify the post
          office authorities to change the address for delivery of Debtor's 
          mail to an address designated by the Secured Party, and to sign 
          change of address forms therefor and to receive and open Debtor's 
          mail, remove therefrom and hold or apply any Collateral and 
          thereafter turn over such mail (other than such Collateral) to 
          Debtor or any trustee in bankruptcy, receiver, assignee for benefit
          of creditors or other legal representatives to whom Secured Party 
          determines to be the appropriate recipient thereof; to sign Debtor's
          name to any invoices, schedules, freight or express receipts, bills 
          of lading, and other Documents or writings of a similar or different
          nature, relating to the Collateral; to sign the name of Debtor on 
          any schedules and assignments of Accounts, and on notices of 
          assignment, financing statements and other public records relating 
          to the Collateral, and on any notice to Debtor's Account Debtors for
          verification of the Receivables Collateral; and to otherwise 
          exercise any rights or remedies available to the Secured Party 
          hereunder or under any of the Loan Documents or otherwise under 
          agreement or applicable law, including the UCC; and

               3.1.5.3   In addition to the actions described above, at any
          time or times after an Event of Default has occurred and while it is
          continuing, or after any demand for payment of the Obligations has
          been made in accordance with the Credit Agreement and has not been
          satisfied in full, to prosecute, defend, compromise or release any
          action relating to the Collateral; to sign the Debtor's name in 
          proofs of claim in bankruptcies of Account Debtors, notices of lien,
          claims of mechanics liens, or assignments or releases of any Liens 
          securing the Accounts; to take any such actions as may be necessary 
          to obtain payment of any letter of credit of which Debtor is a 
          beneficiary; to repair, manufacture, assemble, complete, package, 
          deliver, alter or supply goods, if any, necessary to fulfill in 
          whole or in part the purchase order of any customer of Debtor; to 
          notify any Persons of the rights and interests of the Secured Party,
          of the applicable Events of Default and of any matter relating to 
          Collateral; to take any and all other actions (including, without 
          limitation, the right to sue in the name of the Debtor or the 
          Secured Party to collect upon any and all Collateral and to settle,
          adjust or compromise any and all claims with respect to Collateral 
          including insurance claims) as Secured Party shall deem necessary or
          expedient to convert the Collateral into cash; and otherwise to 
          exercise any rights or remedies of the Secured Party hereunder or 
          under any of the Loan Documents, or otherwise under agreement or 
          applicable law, including the UCC;

                              -5-



          3.1.6     Ratification and Indemnification Under Power of Attorney.
     In connection with all powers of attorney set forth in this Agreement or
     in the other Loan Documents, the Secured Party shall have full power to
     exercise such powers as fully and effectually as the Debtor might or 
     could do; Debtor agrees that the Secured Party shall not be obligated to
     exercise any of the powers authorized herein, and shall be free to 
     exercise or refrain from exercising any of such powers at any time or 
     times in its absolute discretion, and, if the Secured Party elects to 
     exercise any of such powers, it shall not be accountable for more than it
     actually receives as a result of such exercise of power, and shall not be
     responsible to the Debtor except for the Secured Party's actual bad faith,
     gross negligence, or willful misconduct; and all powers conferred upon the
     Secured Party by this Agreement, being coupled with an interest, shall be
     irrevocable until such time as all Obligations have been paid (without 
     being subject to or susceptible of recovery by any Person) or performed 
     and the Secured Party's agreement, if any, to make advances has 
     terminated;

          3.1.7     Audit Fees.  Debtor shall pay to the Secured Party the
     Secured Party's usual audit fees (as determined by the Secured Party for
     accounts of the type and size of the Debtor) per audit conducted by the
     Secured Party, from time to time, of the Collateral, plus any reasonable
     out-of-pocket expenses of the Secured Party; provided that the Debtor 
     shall not be obligated to pay for more than four (4) audits in any of its
     fiscal years, unless an Event of Default has occurred and is continuing 
     (in which event the Debtor shall pay all such costs incurred by the 
     Secured Party);

          3.1.8     Additional Security; Continuation of Security Interest.  
     The security interest in Collateral granted pursuant to this Agreement is
     in addition to any and all other security or similar interest heretofore
     or hereafter granted by the Debtor to the Secured Party; and the security
     interest granted pursuant to this Agreement shall continue in full force
     and effect until each and every Obligation is fulfilled and satisfied,
     without being subject to recovery by any Person.

     3.2  Receivables Collateral.  With respect to all Receivables Collateral:

          3.2.1     Collection of Receivables.  (a) Unless or until Secured
     Party gives Debtor other written instructions, Debtor shall make 
     collection of all Receivables Collateral (and shall not co-mingle the 
     same with any other funds or deposit any thereof in any bank account of 
     Debtor except with the Secured Party and in accordance herewith); and (b)
     Debtor shall receive all payments of Receivables Collateral as Secured 
     Party's trustee and shall immediately deliver to the Secured Party, as 
     and when, and in the identical form as, received by Debtor, all payments,
     including all checks, drafts, cash, Instruments, and other items and 
     forms of payment, which represent, or constitute Proceeds or collections 
     of the Receivables Collateral, each of which shall be endorsed to the 
     Secured Party or as Secured Party may otherwise direct from time to time;

                              -6-



          3.2.2     Schedules of Accounts.  As and to the extent Secured Party
     may reasonably request, from time to time, Debtor shall provide Secured
     Party with schedules describing all Accounts created or acquired by 
     Debtor, and Debtor shall execute and deliver written assignments of such 
     Accounts to Secured Party, provided, however, that Debtor's failure to 
     execute and deliver such schedules or assignments shall not affect or 
     limit Secured Party's security interest or other rights in and to each 
     Account; together with each schedule, Debtor shall furnish copies of 
     invoices or equivalents acceptable to the Secured Party, and shall 
     warrant the genuineness thereof; and Debtor shall also, on request of the 
     Secured Party, furnish the Secured Party the original shipping or 
     delivery receipts for all goods sold; and


          3.2.3     Notification To Account Debtors and Others by Secured 
     Party.
     Secured Party or Secured Party's designee may, at any time or times after
     the occurrence of an Event of Default, notify customers or Account 
     Debtors of Debtor, either in the name of the Secured Party or the Debtor,
     that Accounts have been assigned to the Secured Party or of Secured 
     Party's security interest therein, and may instruct such customers or 
     Account Debtors to make payment directly to the Secured Party or such 
     other address as may be specified by the Secured Party, and Secured Party
     may collect directly from the obligors thereon all amounts due on account
     of any or all of the Receivables Collateral and may charge the collection
     costs and expenses to the Debtor, and the Secured Party may, at any time 
     or times whether or not an Event of Default shall have occurred, advise 
     any Person of the Secured Party's security interest in and to the 
     Receivables Collateral;  nothing herein contained, however, shall limit 
     the Secured Party's rights with respect to any Deposit Accounts and 
     processors of credit card receivables, whether or not an Event of Default
     has occurred;

     3.3  Inventory Collateral.  With respect to all Inventory Collateral:

          3.3.1     Pricing, Credit Terms and Accounts.  So long as no Event 
     of Default has occurred, Debtor may sell items of Inventory Collateral in
     the ordinary course of business; in no event shall the Debtor sell or 
     dispose of any Inventory in bulk or to the Debtor's creditors (other than
     returns in the ordinary course of business); and

          3.3.2     Notice to Processors/Rights as Buyer.  If any Inventory
     Collateral is in the possession or control of any agents, warehousemen,
     or processors, Debtor shall notify them of Secured Party's security
     interest therein and, at Secured Party's request, instruct them to hold
     the same for Secured Party's account and subject to Secured Party's 
     instructions.  Secured Party shall enjoy all of the rights and remedies 
     of the buyer of the Inventory and shall be subrogated to all guaranties
     and security now or which may in the future be held by Debtor.  Secured 
     Party shall not be liable in any manner for exercising or refusing or 
     failing to exercise any such rights.


SECTION 4:     REPRESENTATIONS, WARRANTIES AND COVENANTS.
               -----------------------------------------

     The Debtor also hereby makes the following representations, warranties 
and covenants.

General Representations, Warranties and Covenants.
- -------------------------------------------------

     4.1  Locations; Supplemental Information Regarding Debtor.  The Debtor's
principal place of business, chief executive office and mailing address is
located at the Notice Address set forth at the beginning of this Agreement, 
and the Debtor does  not and will not conduct any business under any trade 
name or trade style other than Debtor's legal name or such other names or 
styles as may be set forth on the Master Exhibit; set forth on the Master 
Exhibit are the locations of all Debtor's other places of business or at which
the Debtor's properties may be kept or located.  All the information contained
on the Master Exhibit is true, accurate and complete.  The Debtor agrees to 
furnish the Secured Party written notice within ten (10) days of any changes 
therein, or any additional information necessary to insure that the Master 
Exhibit remains true, accurate and complete.

                            -7-



     4.2  No Agency Between Debtor and Secured Party.  Nothing herein 
contained shall be construed to constitute the Debtor as the Secured Party's 
agent for any purpose whatsoever, and the Secured Party shall not be 
responsible or liable for any shortage, discrepancy, damage, loss or 
destruction of any part of any Collateral wherever the same may be located and
regardless of the cause thereof other than as a direct and proximate result of
Secured Party's actual bad faith, gross negligence, or willful misconduct.  
The Secured Party does not, by anything herein or in any assignment or 
otherwise, assume any of the Debtor's obligations under any contract or 
agreement assigned to the Secured Party, and the Secured Party shall not be 
responsible in any way for the performance by the Debtor of any of the terms 
and conditions thereof.

     4.3  Recent Changes of Name or Structure.  Debtor has not within the
preceding four (4) months changed its name, identity or corporate or other
organizational structure and has not previously had a place of business or 
chief executive office located outside The Commonwealth of Massachusetts 
except as disclosed on the Master Exhibit.  

SECTION 5:     EVENTS OF DEFAULT.
               -----------------

     The occurrence of any one or more Events of Default as defined in the
Credit Agreement shall constitute and mean an "Event of Default" under this
Agreement.

SECTION 6:     REMEDIES.
               --------

     6.1  General Remedies.  In addition to and without in any way limiting any
other rights and remedies available to the Secured Party under this Agreement
prior to an Event of Default, or any other rights and remedies available to the
Secured Party (whether prior to or after an Event of Default) under any of the
other Loan Documents or under applicable law or in equity, upon and at any time
or times after the occurrence, and during the continuance, of any Event of
Default:

          6.1.1     the Secured Party may treat any or all of the Loan 
     Documents as being in default and may exercise any rights and remedies 
     thereunder as it shall deem appropriate;

          6.1.2     the Secured Party may collect the Receivables Collateral
     with or without taking possession of the Collateral;

          6.1.3     the Secured Party shall be entitled to immediate possession
     of the Collateral or any portion or portions thereof and may enter upon
     the Debtor's premises to take possession thereof; may require the Debtor
     to assemble the Collateral and make it available to the Secured Party at 
     a place to be designated by the Secured Party which is reasonably 
     convenient to both parties; or may require Debtor to deliver all Records
     relating to the Collateral to the Secured Party;

          6.1.4     the Secured Party may enter upon, occupy, and use any
     premises owned or occupied by the Debtor (or by any agent of the Debtor 
     at which Collateral is located), and may exclude the Debtor from such 
     premises or portion thereof as may have been so entered upon, occupied, 
     or used by the Secured Party; the Secured Party shall not be required to
     remove any of the Collateral from any such premises upon the Secured 
     Party's taking possession thereof, and may render any Collateral unusable
     to the Debtor; and in no event shall the Secured Party be liable to the 
     Debtor for use or occupancy by the Secured Party of any premises pursuant
     to this Agreement except for claims arising out of the Secured Party's 
     actual bad faith, gross negligence, or willful misconduct, nor for any 
     charge (such as wages for the Debtor's employees and utilities) incurred
     in connection with the Secured Party's exercise of the Secured Party's
     rights and remedies;

                              -8-



          6.1.5     the Secured Party may take such steps as it reasonably 
     deems necessary to protect the Secured Party's interest in, and to 
     preserve the Collateral, and the Debtor agrees to cooperate fully with 
     all of Secured Party's efforts and to take such actions as the Secured 
     Party shall direct, all to preserve the Collateral;

          6.1.6     the Secured Party shall have the rights and remedies of a
     secured party under the UCC and other applicable laws, the choice and
     manner of exercise of any right or remedy being in the Secured Party's
     sole discretion; and, pursuant thereto, the Secured Party shall have the
     right to foreclose the security interest granted in any Collateral by any
     available judicial procedure and to take possession of and sell any or
     all of the Collateral with or without judicial process; the Secured Party
     may sell or dispose of the Collateral, or any part thereof, at public or
     private sales, at any time or place (including the Debtor's premises), in
     one or more sales, at such price or prices, and upon such terms, either
     for cash, credit or future delivery, as the Secured Party may elect, and,
     except as to that part of the Collateral which is perishable or threatens
     to decline speedily in value, or is of the type customarily sold on a
     recognized market, the Secured Party shall give the Debtor reasonable
     notification of such sale or sales, it being agreed that, in all events,
     reasonable notification means written notice mailed to the Debtor at 
     least ten (10) days prior to each such public sale or prior to the date
     after which any such private sales or other intended dispositions may be
     made; at any public sale the Secured Party may (but shall have no 
     obligation to) bid for and become the purchaser of any Collateral; the
     Debtor hereby waives any and all rights it may have to judicial hearing
     in advance of the enforcement of any of the Secured Party's rights 
     hereunder, including the Secured Party's right to take immediate 
     possession of the Collateral; and the Secured Party may do any of the
     foregoing or otherwise deal with the Collateral in its then condition, 
     or following such preparation as the Secured Party deems advisable, with
     or without taking possession thereof; and

          6.1.7     without limiting the provisions of this Section 6.1, the
     Secured Party, in the exercise of its rights and remedies upon default,
     may conduct one or more going out of business sales, in the Secured 
     Party's own right or by one or more agents and contractors. Such sale(s)
     may be conducted upon any premises owned, leased, or occupied by the 
     Debtor.  The Secured Party and any such agent or contractor, in 
     conjunction with any such sale, may augment the Inventory with other goods
     (all of which other goods shall remain the sole property of the Secured 
     Party or such agent or contractor).  Any amounts realized from the sale of
     such goods which constitute augmentations to the Inventory (net of an 
     allocable share of the costs and expenses incurred in their disposition)
     shall be the sole property of the Secured Party or such agent or 
     contractor and neither the Debtor nor any Person claiming under or in 
     right of the Debtor shall have any interest therein.

          6.1.8     the Secured Party shall have the right to apply to the
     Obligations any deposits or other sums at any time credited by or due 
     from the Secured Party to the Debtor.

     6.2  License.  With respect to the Secured Party's exercise of rights and
remedies hereunder including in connection with any completion of the
manufacture of Inventory or sale or other disposition of Inventory, the Debtor
hereby grants to the Secured Party a nonexclusive irrevocable license to use,
apply, and affix any trademark, trade name, logo, or the like in which the
Debtor now or hereafter has rights (other than any trademark of Levi Strauss &
Co. or its affiliates covered by certain Trademark License Agreements dated
November 1, 1991 and November 15, 1996, as to which approval of Levi Strauss &
Co. must first be obtained).

                            -9-



     6.3  No Duty of Preservation; Joint Property.  The Secured Party may at 
all times proceed directly against the Debtor, or against any other Person
responsible for any Obligations, to enforce the payment of the Obligations, 
and Secured Party shall not be required to take any action of any kind to 
preserve, collect upon or protect the rights of the Secured Party or of any 
other Person in any Collateral, except as specifically required by the UCC.
Without limiting the generality of the foregoing, the Secured Party shall not
be required to take any action to preserve rights against prior parties, and 
the Secured Party may co-mingle any items of Collateral with other property 
and shall not be required to keep any Collateral identifiable.  In the event 
any Collateral, including any Deposit Account, is held in joint or common 
names, the Secured Party may deal with such Collateral or any Deposit Account,
for all purposes hereunder and under any or all of the Loan Documents, as if
belonging to any one, and no more than one, of such joint or common owners.

     6.4  Remedies Not Exclusive.  The enumeration of rights and remedies in
the Loan Documents is not intended to be exclusive, and they shall be in
addition to and not by way of limitation of such others as the Secured Party 
may have under the UCC, other applicable law, and any and all other Documents,
Instruments, agreements or other writings between or among Debtor, Secured 
Party or other Persons.  The Secured Party shall, in its sole discretion, 
determine its choice of rights and remedies and the order in which they shall
be exercised, and which Collateral, if any, is to be proceeded against and in
which order.  The exercise of any right or remedy against the Debtor, any other
Person or any or all Collateral shall not preclude the exercise of others or
the exercise thereof against Debtor, any other Persons or any other Collateral,
all of which shall be cumulative.  No act, failure or delay by the Secured 
Party shall constitute a waiver of any of its rights and remedies.  No single
or partial waiver by the Secured Party of any provision of the Loan Documents,
or of any breach or default thereunder, or of any right or remedy which the 
Secured Party may have shall operate as a waiver of any other provision, 
breach, default, right or remedy or of the same one on a future occasion.

SECTION 7:     MISCELLANEOUS.
               -------------

     7.1  Deposits As Collateral; Set-Off.  Any and all deposits, Deposit
Accounts, and other sums at any time credited by or due to the Debtor from the
Secured Party or any of its banking or lending affiliates or any Person acting
as a participant under any loan arrangement between the Secured Party and the
Debtor, and any cash, certificates of deposit, securities, instruments,
documents, policies and certificates of insurance, goods, Accounts, choses in
action, Chattel Paper, and other property of the Debtor in the possession or
control of, or in transit to or from, the Secured Party, or any of its banking
or lending affiliates, or any Person acting as a participant under any loan
arrangement between the Secured Party and the Debtor, or any Person acting on
the Secured Party's behalf, regardless of the reason the Secured Party, or 
such other Person, receives, received or is to receive the same (whether in 
pledge, or for safekeeping, or as agent for collection or transmission or 
otherwise) and regardless of whether the Secured Party has conditionally 
released the same, shall at all times constitute part of the Collateral (and 
Debtor hereby grants a continuing security interest therein) for any and all 
Obligations, and may be applied or set off against such Obligations at any 
time after the occurrence, and during the continuance of an Event of Default, 
whether or not demand for payment of the Obligations has been made or whether
or not other collateral is available to the Secured Party; provided that 
nothing contained herein shall be deemed to modify, limit or impair the 
Debtor's obligations under Article 7 of the Credit Agreement.

     7.2  Survival of Covenants; Binding Effect.  All agreements,
representations, covenants and warranties made by the Debtor in this 
Agreement, the other Loan Documents, or in any certificate or other document 
delivered to the Secured Party in connection herewith shall survive the 
termination of this Agreement and survive the execution and delivery of this 
Agreement, and shall remain in full force and effect until all Obligations to
the Secured Party have been paid in full and satisfied, and the security 
interest, Lien and rights granted to the Secured Party in any Collateral and 
its rights and remedies hereunder and under the other Loan Documents shall 
continue in full force and effect, notwithstanding the fact that Loans may, 
from time to time, be in a zero or credit position, until all Obligations have
been satisfied.  All the terms and provisions of this Agreement and the other
Loan Documents shall be binding upon, inure to the benefit of and be 
enforceable by and against the parties hereto and their respective successors
and assigns.

                             -10-



     7.3  Prior Discussions; Amendments in Writing; Counterparts; Filing As
Financing Statement.  This Agreement and all other Loan Documents incorporate
all discussions and negotiations between the Debtor and the Secured Party,
either express or implied, concerning the matters included herein and therein,
any custom, usage or other writing to the contrary notwithstanding.  No such
discussions or negotiations shall limit, modify, or otherwise affect the
provisions of the Loan Documents.  This Agreement may be amended or modified
only in writing signed by the parties hereto, and in the case of the Secured
Party signed by a duly authorized officer thereof.  This Agreement may be
executed in two or more counterparts, each of which shall constitute an
original, but such counterparts together shall constitute one and the same
instrument.  Any proof of this Agreement shall require production of only one
such counterpart.  A carbon, photographic or other reproduction of this
Agreement or of any financing statement executed to perfect the security
interest created herein may be filed as a financing statement under the UCC 
(or under the Uniform Commercial Code in effect in any jurisdiction outside
Massachusetts).

     7.4  General Indemnification.  In addition to any indemnification 
provided in the Credit Agreement, Debtor shall, and does hereby, indemnify and
save the Secured Party harmless from (and agrees to defend the Secured Party 
from) any and all liabilities, damages, costs, losses and expenses (including 
court costs and attorney's reasonable fees and expenses) that the Secured 
Party may sustain or incur by reason of, relating to or arising out of the 
preparation of this Agreement, the defending or protecting of any Collateral 
or the priority of Secured Party's interest therein, or in collecting or 
enforcing the Obligations, or in enforcing any of Secured Party's rights or 
remedies, or in the prosecution or defense of any action or proceeding 
concerning any matter growing out of or connected with this Agreement, any of
the other Loan Documents, the Obligations, the Collateral, or on account of 
the Secured Party's relationship with the Debtor, or any other Person 
responsible for any of the Obligations (each of which may be defended, 
compromised, settled or pursued by the Secured Party with counsel of Secured 
Party's selection, at the expense of the Debtor) except for such claims which
have been determined by a court of competent jurisdiction to have arisen out
of the Secured Party's actual bad faith, gross negligence, or willful 
misconduct.  The within indemnification shall survive termination of
this Agreement.  The Debtor's obligations under this subsection constitute 
part of the Obligations secured by the security interest created by this 
Agreement.

     7.5  Destruction of Documents; Receipt of Copy.  This Agreement and all
other Loan Documents may be reproduced by the Secured Party by any 
photographic, photostatic, microfilm, or similar process, and the Secured 
Party may destroy the original from which any document was so reproduced.  Any
such reproduction shall be admissible in evidence as the original itself in 
any judicial or administrative proceeding (whether or  not the original is in
existence and whether or not such reproduction was made in the regular course 
of business).  Debtor acknowledges receipt of a true, correct and complete 
copy or counterpart of this Agreement.

     7.6  Application of Proceeds.  The Secured Party shall apply (or change 
any application previously made of) the proceeds of any collection, sale or 
other disposition of the Collateral, or of any other payments received 
hereunder, toward the Obligations in such order and manner as the Secured 
Party, in its sole discretion, shall determine, any statute (the application 
of which may be waived or modified by agreement), customs or practices to the
contrary notwithstanding.  The Debtor shall remain liable to the Secured Party
for any deficiency remaining following such application.

                              -11-



     7.7  Severability.  If any provision of this Agreement or any of the other
Loan Documents, or any portion of such provision, or the application thereof to
any Person or circumstance, shall to any extent be prohibited or held invalid
or unenforceable, the remainder of this  Agreement and the other Loan Documents
or the remainder of such provision and the application thereof to other Persons
or circumstances (other than those as to which it is prohibited or held invalid
or unenforceable) shall not be affected thereby, and each term and provision 
hereof and of the other Loan Documents shall be valid and enforced to the 
fullest extent permitted by law.  To the extent permitted by law, the parties 
hereto waive any provision of law which renders any such provision or the 
application thereof to any Person or circumstance prohibited, invalid or 
unenforceable in any respect.

     7.8  Headings.  Headings appearing in this Agreement are intended for
convenience only and do not constitute, and shall not be interpreted to be, a
part of this Agreement.

     7.9  Governing Law; Jurisdiction.  This Agreement is executed and 
delivered in The Commonwealth of Massachusetts, and for all purposes shall be
construed in accordance with and governed by the laws of The Commonwealth of 
Massachusetts, without giving effect to the conflict of law provisions thereof.
The Debtor submits itself to the non-exclusive jurisdiction of the Courts of 
The Commonwealth of Massachusetts for all purposes with respect to the Loan
Documents and the Debtor's relationship with the Secured Party.

     7.10 Interpretation of Agreement.  Should any provision of this Agreement
or the other Loan Documents require interpretation or construction, it is 
agreed by the parties hereto that the court, administrative body, or other 
entity interpreting or construing this Agreement or the other Loan Documents 
shall not apply a presumption that the provisions thereof shall be more 
strictly construed against one party by reason of the rule of construction 
that a document is to be construed more strictly against the party who itself
or through its agents prepared the same, it being agreed that the parties or
their respective attorneys and agents have fully participated in the 
preparation of all provisions of this Agreement and the other Loan Documents.

     Executed as an instrument under seal as of the day and year first stated
above.

                                   Debtor:   DESIGNS, INC.


/s/ Carolyn R. Faulkner            By: /s/ Joel H. Reichman
- -----------------------------          ---------------------------------
Witness to Debtor
                                   Print Name: Joel H. Reichman
                                               -------------------------

                                   Title: President and Chief Executive Officer
                                          -------------------------------------

                                   Secured Party: BANKBOSTON, N.A.


/s/ Alexandra A. Burke             By: /s/ Gisela A. LoPiano
- -----------------------------          ---------------------------------
Witness to Secured Party
                                   Print Name: Gisela A. LoPiano
                                               -------------------------

                                   Title: Director
                                          ------------------------------

                              -12-