WARNACO INC.



                            8 7/8% Senior Notes due 2013



                          REGISTRATION RIGHTS AGREEMENT



                                                              New York, New York

                                                                   June 12, 2003



Citigroup Global Markets Inc.

J.P. Morgan Securities Inc.

As Representatives of the Initial Purchasers



c/o Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013



Dear Sirs:



                  Warnaco Inc., a corporation organized under the laws of

Delaware (the "Company"), proposes to issue and sell its 8 7/8% Senior Notes due

2013 (the "Notes") to certain purchasers (the "Initial Purchasers"), upon the

terms set forth in a Purchase Agreement, dated as of June 5, 2003, by and among

the Company, the guarantors signatory thereto and the Initial Purchasers (the

"Purchase Agreement") relating to the initial placement of the Notes (the

"Initial Placement"). The Notes will be unconditionally guaranteed (the

"Guarantees" and, together with the Notes, the "Securities") on an unsecured

senior basis by the Company's parent company and by each of the Company's direct

and indirect subsidiaries set forth on the signature page hereto (collectively,

the "Guarantors"). To induce the Initial Purchasers to enter into the Purchase

Agreement and to satisfy a condition of your obligations thereunder, the Company

and the Guarantors agree with you for your benefit and the benefit of the

holders from time to time of the Securities (including the Initial Purchasers)

(each a "Holder" and, together, the "Holders"), as follows:



                  1. Definitions. Capitalized terms used herein without

definition shall have their respective meanings set forth in the Purchase

Agreement. As used in this Agreement, the following capitalized defined terms

shall have the following meanings:



                  "Act" shall mean the Securities Act of 1933, as amended, and

the rules and regulations of the Commission promulgated thereunder.



                  "Affiliate" of any specified Person shall mean any other

Person that, directly or indirectly, is in control of, is controlled by, or is

under common control with, such specified Person. For purposes of this

definition, control of a Person shall mean the power, direct or indirect, to

direct or cause the direction of the management and policies of such Person

whether











{PAGE}







by contract or otherwise; and the terms "controlling" and "controlled" shall

have meanings correlative to the foregoing.



                   "Broker-Dealer" shall mean any broker or dealer registered as

such under the Exchange Act.



                  "Business Day" shall mean any day other than a Saturday, a

Sunday or a legal holiday or a day on which banking institutions or trust

companies are authorized or obligated by law to close in New York City.



                  "Commission" shall mean the Securities and Exchange

Commission.



                  "Company" shall have the meaning set forth in the preamble

hereto.



                  "Exchange Act" shall mean the Securities Exchange Act of 1934,

as amended, and the rules and regulations of the Commission promulgated

thereunder.



                  "Exchange Offer Registration Period" shall mean the 180-day

period following the consummation of the Registered Exchange Offer, exclusive of

any period during which any stop order shall be in effect suspending the

effectiveness of the Registration Statement.



                  "Exchange Offer Registration Statement" shall mean a

registration statement of the Company and the Guarantors on an appropriate form

under the Act with respect to the Registered Exchange Offer, all amendments and

supplements to such registration statement, including post-effective amendments

thereto, in each case including the Prospectus contained therein, all exhibits

thereto and all material incorporated by reference therein.



                  "Exchanging Dealer" shall mean any Holder (which may include

any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New

Securities any Securities that it acquired for its own account as a result of

market-making activities or other trading activities (but not directly from the

Company or any Affiliate of the Company).



                  "Final Memorandum" shall have the meaning set forth in the

Purchase Agreement.



                  "Guarantees" shall have the meaning set forth in the preamble

hereto.



                  "Guarantors" shall have the meaning set forth in the preamble

hereto.



                   "Holder" shall have the meaning set forth in the preamble

hereto.



                  "Indenture" shall mean the Indenture relating to the

Securities, dated as of June 12, 2003, among the Company, the Guarantors and

Wells Fargo Bank Minnesota, National Association, as trustee, as the same may be

amended from time to time in accordance with the terms thereof.



                  "Initial Placement" shall have the meaning set forth in the

preamble hereto.



                                       2









{PAGE}







                  "Initial Purchaser" shall have the meaning set forth in the

preamble hereto.

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