PORTIONS
OF THIS EXHIBIT MARKED BY *** HAVE BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.

SOFTWARE LICENSE
AGREEMENT
("Agreement")

Execution
Copy

This Agreement is made effective as of the 1st day of
December, 2004, by and between SAP America, Inc., a Delaware
corporation, with offices at 3999 West Chester Pike, Newtown Square, PA
19073 ("SAP"), and Warnaco Inc., a Delaware
corporation, with offices at 501 Seventh Avenue, New York, New York
10018
("Licensee").

1.    DEFINITIONS.

1.1    "Business Partner" means
an entity that requires access to the Software in connection with the
operation of Licensee's business, such as customers, distributors
and suppliers.

1.2    "Documentation" means
SAP's documentation which is delivered to Licensee under this
Agreement.

1.3.    "License
Fees" means fees for the Use of the Software
specified on the Appendices hereto.

1.4.    "Maintenance Fees"
means amounts applicable for Maintenance services as specified on the
Appendices hereto.

1.5.    "Modification" means a
change to the Software that changes the delivered source code, or an
enhancement to the Software that is made using SAP tools or utilizing
or incorporating SAP Proprietary Information.

1.6.    "Named Users" means any
combination of users licensed under this Agreement.

1.7.    "Proprietary
Information" means: (i) with respect to SAP and SAP
AG (the licensor of the SAP Proprietary Information to SAP), the
Software and Documentation, any other third-party software licensed
with or as part of the Software, benchmark results, manuals, program
listings, data structures, flow charts, logic diagrams, and functional
specifications created or otherwise owned by SAP or SAP AG; (ii) the
concepts, techniques, ideas and know-how embodied and expressed in the
Software; (iii) information reasonably identifiable as the confidential
and proprietary information of SAP or Licensee or their licensors
excluding any part of the SAP or Licensee Proprietary Information
which: (a) is or becomes publicly available through no act or failure
of the other party; or (b) was or is rightfully acquired by the other
party from a source other than the disclosing party prior to receipt
from the disclosing party; or (c) is independently developed by the
other party without reference to such confidential or proprietary
information.

1.8.    "Services" means the
Services to be provided by SAP pursuant to the Professional Services
Schedule hereto.

1.9.    "Software" means (i)
all software specified in agreed upon Appendices hereto, developed by
or for SAP and/or SAP AG and delivered to Licensee hereunder; (ii) any
new releases thereof made generally available pursuant to Maintenance;
and (iii) any complete or partial copies of any of the foregoing.

1.10.    "Subsidiary" means a
corporation in the Territory of which Licensee owns more than fifty
percent of the voting securities. This entity will be considered a
Subsidiary for only such time as such equity interest is
maintained.

1







Confidential Treatment


1.11.    "Territory"
means the United States of America and all the countries of the world,
except for the following to the extent that such areas are prohibited
under current United States export control law applicable to the
Software: Angola (area controlled by UNITA rebels, Bosnia (Bosnia-Serb
controlled areas), Croatia, Cuba, Iran, Libya, Montenegro, North Korea,
Serbia, and Syria, and any other country or geographical area
prohibited under United States export control law or regulations
applicable to the Software. This list of prohibited countries and
geographical areas is deemed to be automatically amended to reflect the
current list of counties to which the export of the Software is
prohibited under United States export control laws or regulations. All
other countries (and successors thereto) shall be deemed to be included
in the term "Territory". No additional
license fees or consent fees shall occur as a result of adding
countries to the Territory provided Licensee is not adding Named Users
above the number of Named Users set forth in the Appendices as a result
of adding countries to the Territory.

1.12    "Use" means to activate
the processing capabilities of the Software, load, execute, access,
employ the Software, or display information resulting from such
capabilities.

2.    LICENSE GRANT.

2.1    License.

(a) SAP grants to Licensee
a non-exclusive, perpetual (unless terminated in accordance with
Section 5 herein) license to Use the Software, Documentation, and other
SAP Proprietary Information, at specified site(s) within the Territory
to run Licensee's internal business operations and to provide
internal training and testing for such internal business operations and
as further set forth in Appendices hereto. This license does not permit
Licensee to use the SAP Proprietary Information to provide services to
third parties (e.g., business process outsourcing, service bureau
applications or third party training). ***

(b) Licensee
agrees to install the Software only on hardware identified by Licensee
pursuant to this Agreement that has been previously approved by SAP in
writing or otherwise officially made known to the public by SAP as
appropriate for Use or interoperation with the Software (each such
piece of hardware, a "Designated Unit"). Any
individuals that Use the Software, including employees or agents of
Subsidiaries and Business Partners, must be licensed as Named Users.
***

2.2    Subsidiary Use.     Subsidiaries may Use
the Software provided that: ***

3.    VERIFICATION.     During the term of this
Agreement, SAP will provide an automated audit disk for
Licensee's annual use (no more frequently than one time per year
for an audit (unless a previous audit has revealed Licensee's
noncompliance with this Agreement) to determine the number of Named
Users or other relevant metric of the Software and Licensee agrees to
generate such report from the disk one time per year and provide such
report to SAP. In the event, based on the report, that SAP has
reasonable cause to believe that Licensee has exceed its License Grant
or otherwise accessed the Software in a manner other than as licensed
herein, then SAP will notify Licensee of such, and in the event
Licensee should object to such findings, SAP shall have the right, at
its own expense, during the term of this Agreement, to conduct an
onsite audit of Licensee in order to examine the records of Licensee,
during normal business hours and upon reasonable notice, to determine
or verify the audit results and findings with regards to the number of
Named Users or other relevant metric under Licensee's Use of the
Software. In the event the on-site audit reveals that Licensee
underpaid License and/or Maintenance Fees to SAP, Licensee shall pay
such underpaid fees based on: (i) any valid option pricing available in
any Appendix to the Agreement, or; (ii) if no such valid option exists,
a mutually agreeable price based upon SAP's then current list
pricing, provided that such mutually agreed upon pricing is determined
within a thirty (30) day period following the results of the audit, or
(iii) Licensee may unilaterally choose to cease Use of the Software
that exceeds licensed metrics.

2








4.    PRICE AND PAYMENT.

4.1.    License Fees.    Licensee shall pay to SAP
License Fees and Maintenance Fees on the terms in Appendices hereto.
Fees for Services will be paid as set forth in the Professional
Services Schedule hereto. Any fees not paid when due shall accrue
interest at the rate of 12% per annum, but not to exceed the
maximum amount as allowed by law.

4.2    Taxes.    Fees and other charges described in
this Agreement, or in SAP's most recent list of prices and
conditions, do not include federal, state or local sales, foreign
withholding, use, property, excise, service, or similar taxes
("Tax(es)") now or hereafter levied, all of
which shall be for Licensee's account, except for Taxes based on
SAP's income. With respect to state/local sales tax, direct pay
permits or a valid tax-exempt certificates must be provided to SAP
prior to the execution of this Agreement. If SAP is required to pay
Taxes, Licensee shall reimburse SAP for such amounts. Licensee hereby
agrees to indemnify SAP for any Taxes and related costs, interest and
penalties paid or payable by SAP. SAP shall use commercially reasonable
efforts to avoid such related costs, interest and penalties paid or
payable by SAP.

5.    TERM.

5.1    Term.    This Agreement and the license granted
hereunder shall become effective as of the date first set forth above
and shall continue in effect thereafter unless terminated upon the
earliest to occur of the following: (i) thirty days after Licensee
gives SAP written notice of Licensee's desire to terminate this
Agreement, for any reason, but only after payment of all License and
Maintenance Fees then due and owing; (ii) thirty days after SAP gives
Licensee notice of Licensee's material breach of any provision of
the Agreement (other than Licensee's material breach of its
obligations under , Section 6, which breach shall result in immediate
termination), including more than thirty days delinquency in
Licensee's payment of any money due hereunder, unless Licensee
has cured such breach during such thirty day period; (iii) immediately
if Licensee files for bankruptcy, becomes insolvent, or makes an
assignment for the benefit of creditors.

5.2    End of
Term Duties.    Upon any termination hereunder, Licensee and its
Subsidiaries shall immediately cease Use of all SAP Proprietary
Information. Within thirty (30) days after any termination, Licensee
shall deliver to SAP or destroy all copies of the SAP Proprietary
Information in every form. Licensee agrees to certify in writing to SAP
that it and each of its Subsidiaries has performed the foregoing.
Sections 6, 7.2, 8, 9, 11.4, 11.5 and 11.6 shall survive such
termination. Subject to Sections 9.1 and 8.1(d) in the event of any
termination hereunder, Licensee shall not be entitled to any refund of
any payments made by Licensee.

6.    PROPRIETARY
RIGHTS.

6.1.    Protection of Proprietary
Information    Licensee shall not copy, translate, disassemble,
or decompile, nor create or attempt to create, by reverse engineering
or otherwise, the source code from the object code of the Software.
Except for the rights set forth below, Licensee is not permitted to
make derivative works of the Software and ownership of any unauthorized
derivative works shall vest in SAP. SAP and Licensee agree to take all
reasonable steps and the same protective precautions to protect the
Proprietary Information of the other party from disclosure to third
parties as with its own proprietary and confidential information.
Neither party shall, without the other party's prior written
consent, disclose any of the Proprietary Information of the other party
to any person, except to individuals whose access is necessary to
enable such party to exercise its rights hereunder. Each party agrees
that prior to disclosing any Proprietary Information of the other party
to any third party, it will obtain from that third party a written
acknowledgment that such third party will be bound by the same terms as
specified in this Section 6 with respect to the Proprietary
Information.

6.2    Modifications.     Licensee may
make Modifications to the Software, and shall be permitted to use
Modifications with the Software in accordance with this Agreement.
Licensee shall comply with SAP's registration procedure prior to
making changes to the source code. All Modifications and all rights
associated therewith shall be the exclusive property of SAP and SAP AG.
Licensee agrees to execute those documents reasonably necessary to
secure SAP's rights in the foregoing. SAP retains the right to


3







Confidential Treatment



independently develop enhancements to the
Software and Licensee agrees not to take any action that would limit
SAP's sale, assignment, licensing or use of its own Software or
Modifications or enhancements thereto.

7.    PERFORMANCE
WARRANTY.

7.1    Warranty.    SAP warrants
that the Software will substantially conform to the functional
specifications contained in the Documentation for twelve (12) months
following delivery. The warranty shall not apply: (i) if the Software
is not used substantially in accordance with the Documentation; or (ii)
if the defect is caused by a Modification, by third-party software not
imbedded in the Software, or by a third party database. SAP does not
warrant that the Software will operate uninterrupted or that it will be
free from minor defects or errors that do not materially affect the
Software performance, or that the applications contained in the
Software are designed to meet all of Licensee's business
requirements.

7.2    Express Disclaimer.    SAP AND
ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE EXCEPT TO THE EXTENT THAT ANY
WARRANTIES IMPLIED BY LAW CANNOT BE VALIDLY WAIVED.

8.    INDEMNIFICATION


8.1    Indemnification
of Licensee.    SAP shall indemnify and defend Licensee, its
Subsidiaries and their respective officers, directors and employees
(collectively, the "Indemnified
Parties") against all claims, damages (awarded to a
third party), liabilities, and costs, including reasonable
attorneys' fees, arising out of any claim brought against any
Indemnified Party by third parties alleging that the Indemnified
Party's Use of the Software or Documentation infringes or
misappropriates any copyright; or trade secret rights, or any United
States patent provided that: such indemnity shall not apply to
the extent the alleged infringement results from Use of the Software in
conjunction with any other software not provided by SAP hereunder, an
apparatus other than a Designated Unit, or unlicensed activities.
Licensee will promptly notify SAP in writing of any such claim
(provided that any failure of Licensee to give such prompt notice shall
not excuse SAP if the delay did not materially affect SAP's
defense of such claim) and SAP is permitted to control fully the
defense and any settlement of such claim as long as such settlement
shall not include a financial obligation on Licensee or fault
specifically attributed to Licensee. Licensee shall cooperate fully in
the defense of such claim at SAP's expense and may appear, at its
own expense, through counsel reasonably acceptable to SAP. SAP may
settle any claim on a basis requiring SAP to substitute for the
Software and Documentation alternative substantially equivalent
(including with respect to functionality and efficiency) non-infringing
programs and supporting documentation. In the event that any
preliminary injunction, temporary restraining order or final injunction
shall be obtained in the Territory, SAP shall, at its sole option and
expense, either:

***

Licensee shall not
undertake any action in response to any infringement or alleged
infringement of the Software and Documentation.

THE PROVISIONS
OF THIS SECTION 8 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF
SAP AND ITS LICENSORS TO LICENSEE, AND IS LICENSEE'S SOLE REMEDY,
WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY
RIGHTS.

9.    LIMITATIONS OF LIABILITY.

9.1    Licensee's Remedies.    Except for damages
resulting from unauthorized use or disclosure of proprietary
information, claims for indemnification pursuant to Section 8.1, and
claims for gross negligence or willful misconduct, Licensee's
sole and exclusive remedies for any damages or loss in any way
connected with the Software or Services furnished by SAP and its
licensors, whether due to SAP's negligence or breach of any other
duty, shall be to use commercially reasonable efforts: (i) to


4







Confidential Treatment



bring the performance of the Software into
substantial compliance with the functional specifications contained in
the Documentation; (ii) re-performance of Services; or (iii) ***.

9.2    Not Responsible.    SAP will not be responsible
under this Agreement unless otherwise agreed to in writing by the
parties to the extent that the Software (i) is not used in accordance
with the Documentation; or (ii) is caused by Licensee, a Modification,
third-party software not imbedded in the Software, or third party
database. SAP AND ITS LICENSORS SHALL NOT BE LIABLE FOR ANY CLAIMS OR
DAMAGES ARISING FROM INHERENTLY DANGEROUS USE OF THE SOFTWARE AND/OR
THIRD-PARTY SOFTWARE LICENSED HEREUNDER.

9.3    Limitation
of Liability.    ANYTHING TO THE CONTRARY HEREIN
NOTWITHSTANDING, EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR
DISCLOSURE OF PROPRIETARY INFORMATION AND CLAIMS FOR INDEMNIFICATION
PURSUANT TO SECTION 8.1, UNDER NO CIRCUMSTANCES SHALL SAP, ITS
LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR
ENTITY FOR AN AMOUNT OF DAMAGES *** PURSUANT TO THIS AGREEMENT , OR BE
LIABLE IN ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR
INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE,
DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE
DAMAGES. ***

9.4    Severability of Actions.    IT
IS EXPRESSLY UNDERSTOOD AND AGREED THAT EACH AND EVERY PROVISION OF
THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER
OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED BY THE PARTIES TO BE
SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE ENFORCED AS
SUCH.

10.    ASSIGNMENT.     Licensee may not,
without SAP's prior written consent, assign, delegate, pledge, or
otherwise transfer this Agreement, or any of its rights or obligations
under this Agreement, or the SAP Proprietary Information, to any party,
whether voluntarily or by operation of law, including by way of sale of
assets, merger or consolidation. SAP may assign this Agreement to SAP
AG. ***

11.    GENERAL PROVISIONS.

11.1    Severability.    It is the intent of the
parties that in case any one or more of the provisions contained in
this Agreement shall be held to be invalid or unenforceable in any
respect, such invalidity or unenforceability shall not affect the other
provisions of this Agreement, and this Agreement shall be construed as
if such invalid or unenforceable provision had never been contained
herein.

11.2    No Waiver.    If either party
should waive any breach of any provision of this Agreement, it shall
not thereby be deemed to have waived any preceding or succeeding breach
of the same or any other provision hereof.

11.3    Counterparts.    This Agreement may be signed
in two counterparts, each of which shall be deemed an original and
which shall together constitute one Agreement.

11.4    Export Control Notice.     The Software,
Documentation and Proprietary Information are being released or
transferred to Licensee in the United States and are therefore subject
to the U.S. export control laws. Licensee acknowledges its obligation
to ensure that its exports from the United States are in compliance
with the U.S. export control laws. Licensee shall also be responsible
for complying with all applicable governmental regulations of any
foreign countries with respect to the use of the Proprietary
Information by its Subsidiaries outside of the United States. Licensee
agrees that it will not submit the Software to any government agency
for licensing consideration or other regulatory approval without the
prior written consent of SAP.

11.5    Confidential Terms
and Conditions.    Licensee shall not disclose the terms and
conditions of this Agreement or the pricing contained therein to any
third party, except that it may (i) disclose such information to its
legal and financial advisors solely on a need to know basis and only if
such legal 

5









and financial advisors have acknowledged the
confidentiality terms and conditions set forth in this Agreement; and
(ii) disclose such information as required or requested by any
government entity, including any regulatory authority, having
jurisdiction over Licensee. Neither party shall use the name of the
other party in publicity, advertising, or similar activity, without the
prior written consent of the other, except that (i) Licensee agrees
that SAP may use Licensee's name in customer listings or as part
of SAP's marketing efforts, subject to Licensee's prior
written approval to be given or withheld in Licensee's sole
discretion and (ii) SAP agrees that Licensee may use SAP's name
in connection with a press release to be issued by Licensee promptly
following the execution of this Agreement, provided that SAP
pre-approves such press release, such approval not to be unreasonably
withheld or delayed.

11.6    Governing Law.    This
Agreement shall be governed by and construed under the Commonwealth of
Pennsylvania law without reference to its conflicts of law principles.
In the event of any conflicts between foreign law, rules, and
regulations, and United States of America law, rules, and regulations,
United States of America law, rules, and regulations shall prevail and
govern. The United Nations Convention on Contracts for the
International Sale of Goods shall not apply to this agreement. The
Uniform Computer Information Transactions Act as enacted shall not
apply.

11.7    Notices.    All notices or reports
which are required or may be given pursuant to this Agreement shall be
in writing and shall be deemed duly given when delivered to the
respective executive offices of SAP and Licensee at the addresses first
set forth above.

11.8    Force Majeure.     Any
delay or nonperformance of any provision of this Agreement (other than
for the payment of amounts due hereunder) caused by conditions beyond
the reasonable control of the performing party shall not constitute a
breach of this Agreement, and the time for performance of such
provision, if any, shall be deemed to be extended for a period equal to
the duration of the conditions preventing performance.

11.9    Entire Agreement.    This Agreement and each
Schedule and Appendix hereto constitute the complete and exclusive
statement of the agreement between SAP and Licensee, and all previous
representations, discussions, and writings are merged in, and
superseded by, this Agreement. This Agreement may be modified only by a
writing signed by both parties. This Agreement and each Schedule and
Appendix hereto shall prevail over any additional, conflicting, or
inconsistent terms and conditions which may appear on any purchase
order or other document furnished by Licensee to SAP.

IN WITNESS
WHEREOF, the undersigned, intending to be legally bound, have duly
executed this Agreement to become effective as of the date first above
written.

11.10    Escrow Of Source Code.

1.    SAP warrants that the source code for those portions
of the Software, not otherwise delivered as source code,, has been or
shall be deposited in an escrow account maintained at DSI Technology
Escrow Services, Inc. Burlington, MA (the "Escrow
Agent"), pursuant to an agreement between the Escrow Agent
and SAP, (the "Escrow Agreement").

2.    SAP will from time to time deposit into the escrow
account copies of source code for Releases and Versions of the
Software.

3.    SAP or SAP's trustee in
bankruptcy shall authorize the Escrow Agent to make and release a copy
of the applicable deposited materials to Licensee upon the occurrence
of any of the following events:

(a)    The existence
of any one or more of the following circumstances, uncorrected for more
than thirty (30) days: entry of an order for relief under Title 11 of
the United States Code; the making by SAP of a general assignment for
the benefit of creditors; the appointment of a general receiver or
trustee in bankruptcy of SAP's business or property; or action by
SAP under any state insolvency or similar law for the purpose of its
bankruptcy, reorganization, or liquidation; unless within the specified
thirty (30) day period, SAP (including its receiver or trustee in
bankruptcy) provides to Licensee adequate assurances, reasonably
acceptable to Licensee, of its continuing ability and willingness to
fulfill its maintenance obligations under this Agreement;

(b)    SAP has ceased its on-going business operations or
that portion of its business operations relating to the sale, licensing
and maintenance of the Software; or

6








(c)    Failure of SAP to carry
out the material maintenance obligations imposed on it pursuant to this
Agreement after reasonable opportunity has been provided to SAP and SAP
AG to perform such obligations.

4.    In no event
shall Licensee have the right to access the applicable deposited
materials if SAP AG agrees to assume SAP's maintenance
obligations under this Agreement.

5.    In the event
of release under this Agreement, Licensee agrees that it will treat and
preserve the deposited materials as a trade secret of SAP AG in
accordance with the same precautions adopted by Licensee to safeguard
its own trade secrets against unauthorized use and disclosure and in
all cases at least with a reasonable degree of care. Release under this
provision shall not extend Licensee any greater rights or lesser
obligations than are otherwise provided or imposed under this
Agreement. This provision shall survive any termination of this
Agreement.




															
	SAP
America, Inc.
 (SAP)		Warnaco Inc.

(Licensee)
	By:		/s/ Joseph P. La
Rosa		By:		/s/ Jay A.
Galluzzo
	Title:		Vice
President		Title:		Vice President, General
Counsel and
Secretary
	Date:		12/1/04		Date:		12/1/04
	




7








EXHIBIT A
to
SAP AMERICA, INC.
("SAP")
SOFTWARE LICENSE AGREEMENT
effective December 1, 2004 ("Agreement")

with
WARNACO INC. ("Licensee")

SUBSIDIARY USE AGREEMENT

This Subsidiary Use Agreement is
made effective as of the              day of
                  , 200   between
SAP                 , Inc., a Delaware Corporation,
with offices at 3999 West Chester Pike, Newtown Square, PA 19073
("SAP") and                 
                                 
                 a                 
                                  corporation,
with offices at                                  
                
("Subsidiary").

		
	1. 	Subsidiary is entitled to have Named Users Use
the Software on the Designated Unit(s) identified in the SAP
            , Inc./                 
                 Software End-User License Agreement
("Agreement").


		
	2. 	Subsidiary agrees to be abide by and be bound
by all of the terms and conditions of the Agreement applicable to
Subsidiary and applicable to Licensee. SAP may directly enforce all
such terms and conditions against it directly.


		
	3. 	Subsidiary agrees that it's right to Use
SAP Software and receive Maintenance services shall be governed solely
by the Agreement. In the event that the Agreement is terminated, this
Subsidiary Use Agreement is terminated or if Subsidiary ceases to meet
the definition of "Subsidiary" therein,
Subsidiary agrees that all of its rights to the Software will cease
effective as of the termination date.


IN WITNESS WHEREOF, the
undersigned, intending to be legally bound, have duly executed this
Subsidiary Use Agreement.




															
	SAP
America, Inc.

(SAP)		 
	(Subsidiary)	
	By:		 		By:		 
	Title:		 		Title:		 
	Date:		 		Date:		 
	




8








MAINTENANCE SCHEDULE
("Schedule")
to
SAP AMERICA, INC.
("SAP")
SOFTWARE LICENSE AGREEMENT
effective December 1, 2004
("Agreement")
with
WARNACO INC.
("Licensee")

This Schedule is hereby
annexed to and made a part of the Agreement specified above. In each
instance in which provisions of this Schedule contradict or are
inconsistent with the provisions of the Agreement, the provisions of
this Schedule shall prevail and govern.

		
	1. 	Licensee may request and SAP shall provide, to
such degree as SAP makes such services generally available in the
Territory, maintenance service
("Maintenance"). In order to receive
Maintenance, Licensee must make all required remote support and update
connections to each Designated Unit as requested by SAP. Maintenance
currently includes the delivery of new releases of the Software and
Software correction packages, support via telephone, remote
support/update, Early Watch Alert, and SAP's support portal, as
well as the following:


		
	2. 	mySAP Services:
Maintenance currently includes Licensee's choice of one of the
following services per live installation per year:


			
		A. 	One GoingLive Check for any
new Software or other SAP application implementation;


			
		B. 	One GoingLive Upgrade Check
for an upgrade to a higher functional release (e.g. from R/3 4.0 to
4.6); or


			
		C. 	One GoingLive
OS/DB Migration Check. This OS/DB Migration Check assists the Licensee
in preparing for a migration of an operating system or database.
Migration is the responsibility of the Licensee.


In addition, Maintenance currently includes up to
two EarlyWatch Sessions per live SAP installation for the continual
optimization of Licensee's already live system.

To schedule GoingLive Check, GoingLive OS/DB
Migration Check, or EarlyWatch Sessions, Licensee must contact Americas
Customer Support Services at 800-677-7271 or internationally at
610-355-6821 and choose option 6 to schedule these services. To assist
Licensee in this, SAP has established the following scheduling
pre-requisites:

			
		A. 	The
Licensee must provide remote access to its productive system.


			
		B. 	To receive the GoingLive Check
or GoingLive Upgrade Check Licensee must inform SAP at least three
months prior to your go live or upgrade date.


			
		C.
 	To receive the EarlyWatch Sessions, SAP requests a
minimum of three months advanced notification. In addition, Licensee
must send the EarlyWatch Alert data to SAP on at least a monthly basis
and cooperate with SAP in reviewing the data and determining the proper
deployment of the EarlyWatch Sessions based on the EarlyWatch Alert
data.


			
		D.  	To receive the
GoingLive OS/DB Migration Check, Licensee must comply with all of the
then current pre-Check requirements. These requirements currently
include hiring a certified OS/DB migration consultant, proper testing,
installation of tools, and advance scheduling. Contact your local SAP
Customer Support Representative for more information.


Further information and detail about individual SAP
services can be found on SAPNet site
(http://www.service.sap.com/support).

FAILURE TO UTILIZE THE MAINTENANCE SERVICES PROVIDED
BY SAP MAY PREVENT SAP FROM BEING ABLE TO IDENTIFY AND ASSIST IN THE
CORRECTION OF POTENTIAL PROBLEMS WHICH, IN TURN, COULD RESULT IN
UNSATISFACTORY SOFTWARE PERFORMANCE.

		
	3. 	Licensee agrees to promptly disclose to SAP,
and to keep and maintain adequate and current records of all
Modifications and, if needed to provide Maintenance Services, provide
such records to SAP.


9








		
	4. 	Maintenance from
SAP for the Software licensed hereunder is limited to the following
site(s): Los Angeles, California, Milford, Connecticut, and New York,
New York.


		
	5. 	Licensee agrees to establish and
maintain Customer Competency Center(s)
("CCC") at the site(s) specified above within
twelve months of the effective date of this Schedule. Each CCC must
maintain an internal Help Desk to provide first level support to
Licensee's Named Users. Such internal Help Desk(s) must be
staffed with a sufficient number of SAP certified support consultants
during Licensee's normal working hours, but no less than eight
hours a day, five days a week. All Named Users may have access to
SAP's support portal however, only Licensee CCC employees are
authorized to contact SAP after attempting to resolve the matter. Each
CCC shall coordinate Licensee's Modification notification and
disclosure and record keeping requirements and shall coordinate
Licensee's development requests. Licensee's CCC is
responsible for the administration and management of the requirements
specified in the Agreement including, but not limited to, performing
periodic self audits to ensure Licensee's compliance with the
license grant, maintaining master and installation data and managing
the release order process. In the event Licensee does not establish and
maintain CCC(s) in accordance with the above, SAP shall provide written
notice to Licensee of such failure, specifying the areas in which
Licensee is deficient. In the event Licensee fails to correct such
deficiencies within sixty days after such notice, SAP reserves the
right to increase, upon written notice, Licensee's then current
maintenance percentage factor then in effect. Such increase shall not
exceed SAP's then current Maintenance fee percentage in effect
applied to the aggregate List Price License Fee for the Software
receiving Maintenance.


		
	6. 	Maintenance Fees
shall be paid annually in advance and shall be specified in Appendices
to the Agreement. In addition, Licensee shall be invoiced an annual fee
of USD 1,500 for up to three designated SAP compliant remote
connections. Maintenance Services offered by SAP may be changed by SAP
at any time upon three months prior written notice, provided such
changes in Maintenance are applied to all SAP licensees receiving
Maintenance. The Maintenance Fees and any limitations on increases are
subject to Licensee's compliance with the CCC requirements
specified above. Maintenance may be terminated by Licensee at any time
upon three months written notice for any reason, and upon such
termination, Licensee shall be entitled to a pro-rata refund of prepaid
Maintenance Fees. Notwithstanding the forgoing, SAP may terminate
Maintenance after thirty days written notice of Licensee's
failure to pay Maintenance Fees. Licensee is required to certify its
CCC in accordance with SAP's CCC certification program.
Certification may be subject to future requirements. Contact your
account team for further details on this program.


		
	7. 	In the event Licensee elects not to commence
Maintenance on the first day of the month following initial delivery of
the Software, or Maintenance is otherwise declined for some period of
time, and is subsequently requested or reinstated, SAP will invoice
Licensee the accrued Maintenance Fees associated with such time period
plus a reinstatement fee equal to five percent (5%) of the
accrued Maintenance Fees


10







Confidential Treatment


PROFESSIONAL SERVICES SCHEDULE effective
December 1, 2004 ("Schedule")
to
 SAP
AMERICA, INC. ("SAP")
SOFTWARE LICENSE
AGREEMENT effective December 1, 2004
("Agreement")
with
WARNACO INC.
("Licensee")

The parties agree that
this Schedule is hereby annexed to and made a part of the Agreement
specified above. In each instance in which provisions of this Schedule
contradict or are inconsistent with the provisions of the Agreement,
the provisions of this Schedule shall prevail and govern.

		
	1. 	Services.     Upon request by
Licensee, SAP will provide a Consultant(s) proficient in the
installation and implementation of the applicable SAP Software
("Services"). Any Statement(s) of Work
("SOW") more fully describing the project
assumptions, scope, duration and fees for the Services shall reference
this Schedule. All Services of the SAP Consultant(s) will be
coordinated with the designated Licensee representative. Licensee is
responsible for making the necessary internal arrangements for the
carrying out of the Services on a non-interference basis.


		
	2. 	Compensation of SAP.    All
Services will be provided by SAP on a time and expense basis at
SAP's then current rates, unless otherwise agreed by the parties
in a SOW.


		
	3. 	Taxes. Licensee agrees
to pay SAP such additional amounts (including individual federal and/or
state and/or local income taxes, gross receipts, per capita, etc.) as
may be incurred by SAP personnel performing Services and which result
from this engagement. Any tax provision set forth in the Agreement
shall apply to Services provided hereunder.


		
	4. 	Work Product.    


4.1    ***, SAP shall have the sole and exclusive
right, title and ownership to any and all ideas, concepts and other
intellectual property rights related in any way to the techniques,
knowledge or processes of the SAP Services and deliverables, whether or
not developed for Licensee.

4.2    In the
event SAP makes a Modification specifically on behalf of Licensee,
Licensee shall be permitted to use such Modification(s) with the
Software in accordance with the Agreement.

		
	5. 	Warranty.    SAP warrants that its
Services shall be performed consistent with generally accepted industry
standards. SAP MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, NOR ANY OTHER WARRANTIES, EXPRESS, IMPLIED OR
STATUTORY, IN CONNECTION WITH THIS SCHEDULE AND THE SERVICES PROVIDED
HEREUNDER.


		
	6. 	Limitation of
Liability.     ANYTHING TO THE CONTRARY HEREIN NOTWITHSTANDING,
EXCEPT FOR DAMAGES RESULTING FROM UNAUTHORIZED USE OR DISCLOSURE OF
PROPRIETARY INFORMATION AND CLAIMS FOR INDEMNIFICATION PURSUANT TO
SECTION 8.1 OF THE AGREEMENT, UNDER NO CIRCUMSTANCES SHALL SAP, ITS
LICENSORS OR LICENSEE BE LIABLE TO EACH OTHER OR ANY OTHER PERSON OR
ENTITY FOR AN AMOUNT OF *** PURSUANT TO THIS AGREEMENT, OR BE LIABLE IN
ANY AMOUNT FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES,
LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS,
COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES.
***


		
	7. 	Termination:     The terms
of this Schedule shall be effective as of the Effective Date of the
Schedule and shall remain in effect until terminated by either party
upon thirty days prior written notice or otherwise in accordance with
the Agreement or a particular SOW. Except as stated otherwise in a SOW
to this Agreement, Licensee shall be liable for payment to SAP for all
Services provided prior to the effective date of any such
termination.


11








		
	8. 	General
Provisions.    


8.1    SAP may
subcontract all or part of the Services to be performed to a qualified
third party.

8.2    With respect to the
Services provided by SAP under this Schedule and any SOW hereto, the
relationship of SAP and Licensee is that of an independent
contractor.

8.3    Neither party shall solicit
or hire, in any capacity whatsoever, any of the other party's
employees involved in a Statement of Work during the term of the
applicable Statement of Work and for a period of six months from the
termination thereof, without the express written consent of the other
party.

8.4    This Schedule, including any
applicable SOW's, and the Agreement constitute the entire
agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements between the parties, whether
written or oral, relating to the same subject matter. In the event of
any inconsistencies between this Schedule and a SOW, the SOW shall take
precedence over the Schedule. Any purchase order or other document
issued by Licensee is for administrative convenience only.

		
	9. 	Survival:     Sections 4 and 8.3
above shall survive any termination of the
Schedule.


12











 




	 
		Confidential Treatment
	 

	 
		Appendix 1
 effective December 1, 2004 ("Appendix")
 to
 SAP
		AMERICA, INC. ("SAP")
 SOFTWARE LICENSE AGREEMENT effective December 1, 2004
		("Agreement")
 with
 WARNACO INC. ("Licensee")
	 

	 
		This Appendix is hereby annexed to and made a part of the Agreement
		specified above. In each instance in which provisions of this Appendix
		contradict or are inconsistent with the provisions of the Agreement, the
		provisions of this Appendix shall prevail and govern.
	 

	 		
	1. 	NAMED
			 USER DEFINITIONS:


	 		
	1.1 	"Professional
			 User" is a Named User (i) who performs operational related roles and
			 Employee User roles supported by the Software, ***.


	 		
	1.1.1 	***


	 		
	1.1.2 	***


	 		
	1.2 	"Limited
			 Professional User" is a Named User who is an employee of a Business Partner
			 performing limited operational roles supported by the Software. The total
			 number of Limited Professional Users may not exceed fifteen percent (15%) of
			 the total number of Professional Users licensed under the Agreement.


	 		
	1.3 	"Employee
			 User" is a Named User who performs only employee self-service related roles
			 supported by the Software. Each Employee User may access the Software solely
			 for such individual's own purposes.


	 		
	1.4 	"Developer
			 User" is a Named User who performs Employee User roles and uses development
			 and administration tools provided with the Software for the purpose of
			 modifying, deploying and managing SAP or third party applications or for the
			 purpose of creating, modifying, deploying and managing custom developed
			 applications.


	 		
	2. 	LICENSE
			 GRANT: Licensee shall
			 have a specific number of Named Users ***.


	 		
	2.1 	***


	 		
	2.1.1 	mySAP
			 Business Suite:

 

	 
																									
	 		 		Number of Users Licensed:
	"X" if
 Licensed		 		Professional		Limited
Professional		Employee		Developer(1)
	X		mySAP Business Suite

				* powered by SAP
				NetWeaver		 	595	 		 	105	 		 	0	 		 	4	 
	

 

	 		
	 	(1)
			 Licensee agrees to maintain at least one Developer User per installation


	 		
	 	* powered by SAP NetWeaver is
			 an SAP Application Specific Runtime License that is included with the mySAP
			 Business Suite for the sole and exclusive purpose of interoperation with mySAP
			 Business Suite Software through the limited use of some or all of the following
			 components: Enterprise Portal (EP), Business Intelligence (BI), Knowledge
			 Management (KM), Mobile Infrastructure (MI), Web Application Server (Web
			 AS).


	 		
	2.1.2 	Cross
			 Industry Software Engines/Functionality: None licensed at this time.


	 		
	2.1.3 	Industry
			 Specific Software Engines/Functionality/Users: Only licensed Named Users
			 can access Cross Industry Software Engines or Functionality.


	 
		1
	 

	 
 
 
 
	 
		Confidential Treatment
	 

	 			
	 	a)	Consumer
			 Industries:

 

	 
																					
	"X" if
 Licensed		 		Functionality		License Metric		Licensed Level
	X		mySAP Consumer Products		Apparel & Footwear

				Solution		Business Unit
 Revenue*		*** *
	

 

	 
		* ***
	 

	 			
	 	b)	Consumer
			 Industries:

 

	 
																					
	"X" if
 Licensed		 		Functionality		License Metric		Licensed Level
	X		mySAP Consumer Products		Apparel & Footwear

				Solution		**Annual
 Revenues		**USD
 ***
	

 

	 
		** ***
	 

	 		
	2.1.4 	***
			 LICENSE FEE AND PAYMENT: The total *** List Price License Fee for
			 the Software specified above for the total number of Named Users and Software
			 Engines is USD ***. The discountable portion of such List Price License Fee
			 shall be discounted by *** for a standard Net License Fee of USD *** which
			 shall be discounted *** for a total Net License Fee of USD 1,555,400.00. Such
			 total Net License Fee shall be invoiced upon execution of this Appendix and is
			 payable net thirty (30) days from date of invoice. In accordance with Section 5
			 below, the annual Maintenance Fee associated with *** of this Appendix is USD
			 264,418.00. The total invoice amount to Licensee for *** of this Appendix for
			 License and Maintenance Fees is USD 1,819,818.00, which will be invoiced upon
			 execution of this Appendix and is payable net thirty (30) days from date of
			 invoice.


	 		
	2.1.5 	***
			 MAINTENANCE FEE AND PAYMENT:


	 		
	 	Subject
			 to Section 5 herein, the Maintenance Fee for the Software licensed under *** of
			 this Appendix is priced at *** . The current annual Maintenance Fee for the
			 Software licensed under *** of this Appendix is USD 264,418.00 ***. Maintenance
			 Fees are invoiced on an annual basis effective January 1 of a calendar year.
			 Any Maintenance Fees due prior to January 1 are invoiced on a pro-rata basis
			 for the given calendar year in effect.


	 		
	2.2 	***


	 		
	2.2.1 	mySAP
			 Business Suite:

 

	 
																									
	 		 		Number of Users Licensed:
	"X" if
 Licensed		 		Professional		Limited
Professional		Employee		Developer(1)
	X		mySAP Business Suite

				* powered by SAP
				NetWeaver		 	170	 		 	30	 		 	0	 		 	0	 
	

 

	 		
	 	(1)
			 Licensee agrees to maintain at least one Developer User per installation


	 		
	 	* powered by SAP NetWeaver is
			 an SAP Application Specific Runtime License that is included with the mySAP
			 Business Suite for the sole and exclusive purpose of interoperation with mySAP
			 Business Suite Software through the limited use of some or all of the following
			 components: Enterprise Portal (EP), Business Intelligence (BI), Knowledge
			 Management (KM), Mobile Infrastructure (MI), Web Application Server (Web
			 AS).


	 		
	2.2.2 	Cross
			 Industry Software Engines/Functionality: None licensed at this time.


	 		
	2.2.3 	Industry
			 Specific Software Engines/Functionality/Users: Only licensed Named Users
			 can access Cross Industry Software Engines or Functionality.


	 
		2
	 

	 
 
 
 
	 
		Confidential Treatment
	 

	 		
	 	Consumer
			 Industries:

 

	 
																					
	"X" if
 Licensed		 		Functionality		License Metric		Licensed Level
	X		mySAP Consumer Products		Apparel & Footwear

				Solution		*Annual
 Revenues		*USD
 ***
	

 

	 
		* ***
	 

	 		
	2.2.4 	***
			 LICENSE FEE AND PAYMENT: The total *** List Price License Fee for
			 the Software specified above for the total number of Named Users and Software
			 Engines is USD ***. The discountable portion of such List Price License Fee
			 shall be discounted by *** for a standard Net License Fee of USD ***, which
			 shall be discounted *** for a total Net License Fee of USD 444,400.00. Such
			 total Net License Fee shall be invoiced upon the effective date of *** and is
			 payable net thirty (30) days from date of invoice.


	 		
	2.2.5 	***
			 MAINTENANCE FEE AND PAYMENT:


	 		
	 	Subject
			 to Section 5 herein, the Maintenance Fee for the Software licensed under *** of
			 this Appendix is priced at ***. The annual Maintenance Fee for the Software
			 licensed under *** of this Appendix is USD 75,548.00 ***. Maintenance Fees are
			 invoiced on an annual basis effective January 1 of a calendar year. Any
			 Maintenance Fees due prior to January 1 are invoiced on a pro-rata basis for
			 the given calendar year in effect.


	 		
	2.3 	DATABASE:
			 Database Interface (see Section 6 below)


	 		
	2.4 	COUNTRY/LANGUAGE
			 VERSIONS LICENSED: Applicable country/language specific versions licensed
			 by Licensee from SAP hereunder are as follows:


	 		
	 	All
			 country/language specific versions generally delivered with the Software as of
			 the effective date of this Appendix, including but not limited to English. This
			 will not include such country/language versions that are subject to an uplift
			 fee. So long as Licensee remains current with Maintenance, and a new
			 country/language version becomes generally available to all customers at no
			 additional license fee, Licensee shall be entitled to Use such country/language
			 version for no additional License fee.


	 		
	 	SAP
			 licenses the Software for Use in countries for which there is currently no
			 language or country specific functionality. Certain country/language specific
			 functionality must be licensed directly from an SAP distributor located in that
			 country as identified in SAP's current List of Prices and Conditions.


	 		
	2.5 	BUSINESS
			 CONNECTOR: The mySAP Software licensed under item 2.1 and 2.2 above
			 includes the right to Use the SAP Business Connector subject to the following
			 conditions:


	 		
	 	(a)
			 Use of the Business Connector is only permitted for connecting to SAP Software
			 components and is not permitted for communications between one or more systems
			 not operating the Software. If Licensee desires to Use the Business Connector
			 for such form of communication, Licensee must obtain a separate license from a
			 third party.


	 		
	 	(b)
			 The standard version of the Business Connector may be downloaded by Licensee
			 from SAP Service Marketplace.


	 		
	 	(c)
			 Secure Version:     X     ("x"
			 if licensed)


	 		
	 	In
			 the event Licensee has licensed the secure version of the Business Connector,
			 Licensee acknowledges: (1) the product contains 128 byte encryption; (2)
			 Licensee will Use the Business Connector solely for commercial purposes; (3)
			 Licensee will not permit Use of the Business Connector by any governmental or
			 quasi-governmental agency foreign to the United States; (4) neither Licensee or
			 any of Licensee's individual end-users have been denied export privileges by
			 the United States; (5) the Business Connector will be used exclusively by the
			 Licensee represented by the SAP Customer ID entered on the SAP website to
			 obtain the software; (6) Licensee acknowledges that the Business Connector is
			 subject to United States 


	 
		3
	 

	 
 
 
 
	 
		Confidential Treatment
	 

	 		
	 	
			 Export Administration Regulations and agrees not to further export the Business
			 Connector from Licensee's location. Licensee can obtain the secure version of
			 the Business Connector by contacting Licensee's SAP contract
			 administrator.


	 		
	2.6 	SAP
			 APPLICATION SPECIFIC RUNTIME LICENSE: The mySAP Software licensed under
			 item 2.1 and 2.2 above includes the right to Use the SAP Exchange
			 Infrastructure (including the SAP designated adapters that connect solely SAP
			 applications) subject to the following conditions: Use of the SAP Exchange
			 Infrastructure is restricted to Use with SAP Software Components licensed by
			 Licensee under the Agreement and the SAP Solution Manager solely as a runtime
			 license. Use of the SAP Exchange Infrastructure for the SAP Solution Manager is
			 restricted solely to the extent required under SAP's then current Maintenance
			 offering (provided Licensee is receiving Maintenance from SAP). In the event
			 Licensee Uses the SAP Exchange Infrastructure to build and/or operate a custom
			 developed or third party application, a full use license is required.


	 		
	3. 	INSTALLATION:
			 For Software to be installed on a specific Licensee or Affiliate Designated
			 Unit within the Territory, Licensee shall provide SAP with written notice of
			 the type/model and serial number and location of each Designated Unit and the
			 number of Users allocated to each such Designated Unit prior to such
			 installation. Such notice shall be in a form materially similar to Schedule 1
			 attached hereto and is to be sent to: SAP Contracts Department, Attention:
			 Director of Contracts, 3410 Hillview Avenue, Palo Alto, CA 94304.


	 		
	4. 	DELIVERY:
			 Delivery of the above-specified Software and Documentation is estimated to take
			 place in December, 2004.


	 		
	 	At
			 Licensee's request, SAP will use commercially reasonable efforts to cooperate
			 with Licensee in order to deliver the Software licensed in Section 2 herein
			 (and excluding any portion of Maintenance) by electronic transmission or
			 otherwise in accordance with Licensee's instructions. Any reasonable costs
			 incurred by SAP in support of such transfer of the Software will be reimbursed
			 to SAP by Licensee and Licensee agrees that it will provide all required
			 technical support and connections, at its expense, as requested by SAP.
			 Licensee will defend and indemnify SAP for any taxes, penalties and related
			 interest (excluding taxes based on SAP's income) should such taxes result, as
			 SAP makes no representations regarding the taxability of such transaction but
			 is simply complying with Licensee's request.


	 		
	 	Currently,
			 software shipped to the following states will be subject to sales taxation:
			 Arizona, Arkansas, California, Colorado, Connecticut, District of Columbia,
			 Georgia, Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
			 Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Nebraska,
			 Nevada, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma,
			 Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas,
			 Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming.
			 This listing is provided for information only. Licensee is responsible for
			 obtaining its own tax advice. This list is subject to change without
			 notice.


	 		
	5. 	MAINTENANCE:
			 Maintenance offered by SAP is set forth in the Maintenance Schedule to the
			 Agreement. Maintenance at the site(s) specified in the Maintenance Schedule to
			 the Agreement shall commence as of the first day of the month following initial
			 delivery of the Software. Maintenance Fees are subject to change once during a
			 calendar year upon ninety (90) days notice to Licensee. *** Maintenance fees
			 set forth above do not include federal, state or local taxes. Maintenance Fees
			 are invoiced on an annual basis effective January 1 of a calendar year and
			 payable Net 30 days. Any Maintenance Fees due prior to January 1 are invoiced
			 on a pro-rata basis for the given calendar year in effect. ***


	 		
	6. 	THIRD-PARTY
			 DATABASE:


	 		
	 	7.1
			 The Software licensed hereunder requires a third party database product which
			 has either been integrated or pre-installed as part of the Software, or which
			 must be installed to Use the Software. Third party database product
			 functionality as integrated in the Software may differ from a non-integrated
			 third party database product. Each third party database product is 


	 
		4
	 

	 
 
 
 
	 
		Confidential Treatment
	 

	 		
	 	
			 subject to its respective third party vendor License Agreement. This Agreement
			 does not contain a license to use the integrated third party database
			 product. Licensee has no right to use and are not licensed to use the copy
			 of the third party database in conjunction with the Software and Software
			 Engine licensed hereunder until Licensee has executed the Agreement, this
			 Appendix and a third party database license agreement for the third party
			 database. Upon request, Licensee shall provide to SAP the invoice number and/or
			 license number and corresponding date for the third party database
			 license.


	 		
	 	SAP
			 makes no representations or warranties as to the terms of any license or the
			 operation of any third-party database obtained directly from a third party
			 supplier by Licensee. Licensee is responsible for support and maintenance of
			 the third-party database licensed from a third party supplier, and SAP has no
			 responsibility in this regard.


	 		
	 	7.2
			 mySAP EP licensed hereunder requires a third party database product, currently
			 MS SQL Server, Oracle, which must be installed to Use mySAP EP. In the event
			 Licensee Uses Unification for mySAP EP licensed hereunder, Unification for
			 mySAP EP requires a third party database product, currently MS SQL Server,
			 which must be installed to Use Unification for mySAP EP. Each third party
			 database product is subject to its respective third party vendor license
			 agreement. This Agreement does not contain a license to use the third party
			 database product.


	 		
	7. 	LICENSE
			 KEY: Each copy of the Software licensed hereunder requires a license
			 keycode. For each installation of the Software, eight (8) keycodes shall be
			 provided. The license keycodes will be issued by SAP AG within four (4) weeks
			 from the date of installation of the Software on each Designated Unit. The
			 required form to receive the license keycodes from SAP AG must be completed by
			 Licensee and faxed to SAP AG within the four (4) week period following
			 installation of the Software. The applicable form and fax number will be
			 included in each installation kit provided to Licensee upon delivery of the
			 Software. Licensees that subsequently change Designated Units for Use of the
			 licensed Software must be re-issued license keycodes for each respective copy
			 of the licensed Software. Failure of Licensee to obtain necessary license
			 keycodes for the licensed Software within four (4) weeks of installation of
			 such Software, will cause the Software to have limited Named User access until
			 such time as the license keycodes are issued.


	 		
	8. 	CONSIDERATION:
			 Provided that Licensee is current with all payments to SAP as described herein,
			 upon SAP's receipt of License and Maintenance Fee payments ***, Licensee shall
			 have the right to Use the SAP Apparel and Footwear Engine Licensed hereunder
			 for up to the number of Named Users Licensed by Licensee hereunder through both
			 ***, for those divisions described hereunder and for divisions acquired by
			 Licensee after the execution date of this Appendix, so long as Licensees total
			 annual revenues among all divisions remains below USD ***.


	 		
	9. 	***


	 		
	10. 	***


	 		
	11. 	PUBLICITY:
			 In consideration of the discount provided herein, Licensee agrees to provide
			 telephone references for prospective SAP customers. Licensee also agrees to
			 provide press testimonials, releases and announcements at SAP's request,
			 provided that the Licensee shall not be required to provide such press
			 testimonials, releases and announcements more than twice per year and,
			 provided, further, that no opinion shall be attributable to Licensee other than
			 Licensee's own opinion of the Software and Services based on Licensee's own
			 experience. All such press testimonials, releases and announcements are subject
			 to Licensee's prior written approval to be given or withheld in Licensee's sole
			 discretion.


	 
		5
	 

	 
 
 
 
	 		
	12. 	VALIDITY
			 OF OFFER: The validity of this Appendix will expire December 1, 2004,
			 unless sooner executed by Licensee, or extended in writing by SAP.


	 
		Accepted by:
	 

	 

	 
																	
	SAP America, Inc.
 (SAP)		Warnaco Inc.
 (Licensee)
	By:		/s/ Joseph P. La Rosa		By:		/s/ Jay A. Galluzzo
	Title:		Vice President		Title:		Vice President, General Counsel and
				Secretary
	Date:		12/1/04		Date:		12/1/04
	

 

	 
		6
	 

	 
 
 
 
	 
		Schedule 1 to Appendix 1 effective December 1, 2004
	 

	 
		Designated Unit Information
	 

	 		
	1. 	Name
			 of Licensee or Subsidiary where Designated Unit is
			 located:  __________________


	 		
	2. 	Designated
			 Unit(s) to be identified by Licensee to SAP in writing.


	 			
	 	Type/Model
			 No.:	__________________________________


	 			
	 	Serial
			 No.:	__________________________________


	 			
	 	Location
			 of Designated Unit:	__________________________________


	 		
	 	__________________________________


	 			
	 	Telephone
			 Number:	__________________________________


	 			
	 	Software
			 Delivery Contact Person:	__________________________________


	 
		3.
	 

	 

	 
																									
	Hardware Information		Operating System		Database*
	Manufacturer		Model		Manufacturer		Release		Manufacturer		Release
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	

 

	 
		* Note: When Database is licensed from the vendor directly, insert P.O.
		Number___________, Invoice Number _________ and Date ____________
	 


	 	
		
	


	 
		Name  Date
	 


	 	
		
	


	 
		Title
	 


	 	
		
	


	 
		(Licensee)
	 

	 
		7
	 

	 
 
 
 
	 
		Confidential Treatment
	 

	 
		Schedule 2 to Appendix 1 effective December 1, 2004
	 

	 
		*** Software
	 

	 
		***
	 

	 
		8
	 

	 
 
 





Confidential Treatment


Appendix 2
 effective
December 1, 2004 ("Appendix")
 to

SAP AMERICA, INC. ("SAP")
 SOFTWARE
LICENSE AGREEMENT effective December 1, 2004
("Agreement")
 with
 WARNACO INC.
("Licensee")

This Appendix is hereby annexed to and made a part of the Agreement
specified above. The following Articles and Provisions of the Agreement
are specifically incorporated herein by reference: 1
(Definitions), 2 (License Grant), 4 (Price and Payment), 5 (Term and
Termination), 6.1 (Protection of Proprietary Information), 7.3 (Express
Disclaimer), 9 (Limitation of Liability), 10 (Assignment) and 11
(General Provisions). Unless stated otherwise herein, all other
provisions of the Agreement are specifically excluded with respect to
this Appendix. In each instance in which provisions of this Appendix
contradict or are inconsistent with the incorporated provisions of the
Agreement, the provisions of this Appendix shall prevail and
govern.

		
	1. 	*** LICENSE GRANT EFFECTIVE
December 1, 2004:


		
	1.1 	Software
licensed by Licensee from SAP hereunder is as follows:



RWD Info PakTM Suite with Simulator Or
Simulator only





	
											
	 		LICENSED:

NUMBER of LICENSED SAP USERS
	 		Professional and
 Limited
Professional Users		Employee Users
	RWD Info
PakTM Bundled Package with Simulator (including Publisher,
Glossary, Web Architect and Simulator)		 	700	 		 	0	 
	RWD Info
PakTM Help
Launchpad		 	700	 		 	0	 
	




		
	1.1.1. 	***
LICENSE FEE AND PAYMENT:    The total List Price License Fee
to Licensee for the Software specified above for the total number of
Named Users and Software Engines is USD  *** which shall be
discounted *** for a total Net License Fee to Licensee of USD
61,250.00.


In the event Licensee exceeds the License
Grant specified herein, and/or Licensee desires to expand the License
Grant specified herein to include additional Affiliates, divisions or
business units not identified herein Licensee agrees to provide written
notice to SAP. SAP reserves the right to modify the Agreement to
reflect such increase in the License Grant, recalculate the Net License
Fee and Maintenance Fee accordingly and invoice Licensee for such
increased license and maintenance fees based on SAP's then
current pricing in effect.

Upon SAP's reasonable
request, Licensee shall deliver to SAP a report, as defined by SAP,
evidencing Licensee's usage of the RWD software licensed under
this Agreement.

		
	1.1.2. 	***
MAINTENANCE FEE AND PAYMENT:    Maintenance at such United
States site(s) shall commence January 1, 2005. Maintenance Fees for the
Software licensed under *** of this Appendix, for the total number of
Users specified above, is USD 10,413.00 *** per year.
Maintenance fees are subject to change upon ninety (90) days notice to
Licensee. Maintenance fees set forth above do not include federal,
state or local taxes.


		
	2. 	INSTALLATION:    For
the RWD Software to be installed at a specific Licensee and/or
Affiliate site within the Territory, Licensee shall provide SAP with
written notice of the location of each computer and the number of
Users, licensed in Item 1, allocated to each such device within sixty
(60) days of the use of such device. Such notice shall be in a form
materially similar to Schedule 1 attached hereto and is to be sent to:
SAP Contract Department, Attention: Director, Contracts: 3410 Hillview
Avenue, Palo Alto, CA 94304. Licensee shall be responsible for
installation of the RWD Software.


1








		
	3. 	DELIVERY:    Delivery
of the above-specified Software and Documentation is estimated to take
place in December, 2004.


At Licensee's request,
SAP will use commercially reasonable efforts to cooperate with Licensee
in order to deliver the Software licensed in Section 2 herein (and
excluding any portion of Maintenance) by electronic transmission or
otherwise in accordance with Licensee's instructions. Any
reasonable costs incurred by SAP in support of such transfer of the
Software will be reimbursed to SAP by Licensee and Licensee agrees that
it will provide all required technical support and connections, at its
expense, as requested by SAP. Licensee will defend and indemnify SAP
for any taxes, penalties and related interest (excluding taxes based on
SAP's income) should such taxes result, as SAP makes no
representations regarding the taxability of such transaction but is
simply complying with Licensee's request.

Currently, software shipped to the following states will be
subject to sales taxation: Arizona, Arkansas, California, Colorado,
Connecticut, District of Columbia, Georgia, Hawaii, Idaho, Indiana,
Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
Michigan, Minnesota, Mississippi, Missouri, Nebraska, Nevada, New
Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma,
Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee,
Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin,
and Wyoming. This listing is provided for information only. Licensee is
responsible for obtaining its own tax advice. This list is subject to
change without notice.

		
	4. 	MAINTENANCE
FEE AND PAYMENT:


		
	4.1 	To the degree RWD makes such
maintenance services generally available to SAP, Licensee may request
and SAP shall provide maintenance service
("Maintenance") with respect to the RWD
software, so long as Licensee is subscribing for and paying for
Maintenance. Maintenance currently includes the delivery of releases
and versions of the RWD software made available to SAP, support via
telephone, coordination of defect correction with RWD, and SAP's
Online Software Services. Maintenance, from SAP, for the RWD software
licensed hereunder is limited to the United States sites previously
identified in the Agreement and related Appendices. Notwithstanding
anything to the contrary in the Agreement, Licensee acknowledges
RWD's standard hours of maintenance service are Monday through
Friday, 8:30 a.m. to 5:30 p.m., eastern standard time, except for
holidays as observed by RWD; further, Licensee acknowledges that for
each release, RWD will offer maintenance services through SAP only for
the most recent version and the version immediately prior thereto.
After a new release becomes commercially available, RWD will provide
maintenance services through SAP only for such new release and, until a
new version of the new release becomes available, for the latest
version of the prior release. In order to receive Maintenance
hereunder, Licensee must make all required remote support connections
to each Designated Unit, at its expense, as requested by SAP.


Licensee shall appoint no more than 5
individuals who are knowledgeable in the operation of the RWD Software
to serve as primary contacts in the event that Licensee needs to
contact RWD for support. The identification and number of Key Users
will be specified in Schedule 1 to this Appendix. All of
Licensee's support inquiries shall be initiated solely through
these Key Users. Licensee shall have the right to appoint substitute
individuals to serve as Key Users provided the names of the new
individuals and the individuals being substituted are communicated to
SAP in writing. Licensee shall have the right to appoint additional
individuals to serve as Key Users upon mutual agreement of the Licensee
and SAP.

		
	4.2 	In the event
Licensee elects not to commence Maintenance upon the first day of the
month following initial delivery of the RWD software, or Maintenance is
otherwise declined for some period of time, and is subsequently
requested or reinstated, SAP will invoice Licensee the accrued
maintenance service fees associated with such time period plus a
reinstatement fee.


		
	5. 	LIMITATION OF
LIABILITY:    In no event shall SAP's total liability
for damages of any kind or nature in any way arising from or related to
the RWD software licensed hereunder exceed an amount equal to the Net
License Fee identified in Item 2 hereof.


2







Confidential Treatment


		
	6. 	THIRD-PARTY
DATABASE:


		
	6.1 	The Software
licensed hereunder requires a third party database product which has
either been integrated or pre-installed as part of the Software, or
which must be installed to Use the Software. Third party database
product functionality as integrated in the Software may differ from a
non-integrated third party database product. Each third party database
product is subject to its respective third party vendor License
Agreement. This Agreement does not contain a license to use the
integrated third party database product. Licensee has no right to use
and are not licensed to use the copy of the third party database until
Licensee has executed the Agreement, this Appendix and execute a third
party database license agreement for the third party database. Upon
request, Licensee shall provide to SAP the invoice number and/or
license number and corresponding date for the third party database.


		
	6.2 	SAP makes no representations
or warranties as to the terms of any license or the operation of any
third-party database obtained directly from a third party supplier by
Licensee. Licensee is responsible for support and maintenance of the
third-party database licensed from a third party supplier, and SAP has
no responsibility in this regard.


		
	7. 	***


		
	8. 	VALIDITY OF
OFFER:    The validity of this Appendix will expire December
1, 2004 unless sooner executed by Licensee, or extended in writing by
SAP.





							
	Accepted
by:		Accepted
by:
	







															
	SAP
AMERICA, INC.
 (SAP)		WARNACO INC.

(Licensee)
	By:		/s/ Joseph P. La
Rosa		By:		/s/ Jay A.
Galluzzo
	Title:		Vice
President		Title:		Vice President, General
Counsel and
Secretary
	Date:		12/1/04		Date:		12/1/04
	




EH111104

3








Schedule 1
 to Appendix 2 effective
December 1, 2004

Software and User Allocation

Licensee — please assist with inserting this
information

Contact
Data




							
	Customer
Name:



	*
Shipping Address:



	City/State/Zip:



	Contact
Name:



	Contact
Phone Number:


		Contact Fax
Number:



	Contact E-Mail
Address:



	




		
		* Shipping address must be
a street address, PO Box is not sufficient.


Products
Licensed:




											
	 		NUMBER
of LICENSED
SAP Professional and Limited
 Professional
USERS		NUMBER of LICENSED SAP
 Employee
USERS
	RWD Info Pak Bundled Package with
Simulator		 	 	 		 	 	 
	RWD Info Pak Bundled
Package without Simulator		 	 	 		 	 	 
	RWD Info
Pak Launchpad		 	 	 		 	 	 
	RWD Info Pak
Publisher / Glossary Only		 	 	 		 	 	 
	RWD Omni
Help Only		 	 	 		 	 	 
	RWD Info Pak Simulator
Only		 	 	 		 	 	 
	







							
	Current
SAP Release:

		Microsoft Windows
Version:


	Microsoft Office
Version:

		SAP GUI
Version:


	







							
	Account
Executive Name:

		Phone No.:
 Fax
No.:
	







											
	Date
Form Completed:		Contract Start Date:		Maint.
Start Date:
	Maint
Fee:	
	




4











 




    
      Execution Copy
Fixed Fee
    

    
      Statement of Work
Issued December 1, 2004
to
Professional
      Services Schedule ("Agreement")
 between
SAP America, Inc.
      ("SAP")
and
Warnaco Inc. ("Licensee" or "Warnaco")
    

    
      Project Name: ERP Implementation ("Project")
    

    
      This Statement of Work and the terms and conditions of the SAP
      Professional Services Schedule, having an Effective Date of December 1, 2004,
      describe the Services to be provided to Licensee in support of the
      implementation of SAP Software for the fees set forth herein as authorized by
      Licensee by signing this Statement of Work.
    

    
      1.    Scope and Approach
    

    
      Licensee requires SAP Services for the implementation of the individual
      Project hereinafter referred to as "the Project". The scope of the Project is
      set forth in the attached Exhibit 1. The Project details and associated
      timelines are set forth in the attached Exhibit 2. The Project Service
      fees, associated expenses, and payment structure are set forth in the attached
      Exhibit 3. Any modification to this SOW requires a Change Order as set
      forth in the attached Exhibit 4. All Exhibits and amendments thereto are
      incorporated herein by reference.
    

    
      2.    Licensee Responsibilities
    

    
      Licensee agrees to provide appropriate project resources, including but
      not limited to equipment, data, information, workspace and appropriate and
      cooperative personnel, to facilitate the performance of the Services. Such
      provision shall include, but not be limited to, the following:
    

    
      WARNACO Team and Project Location
    

    			
		a) 	Prior
          to Business Blueprint, WARNACO will have the WARNACO Core Team ("CT") members,
          roles and processes defined and formalized.


    			
		b) 	WARNACO
          key business users and subject matter experts ("SMEs"), including management,
          will make reasonable efforts to be available to SAP for participation in the
          completion of the Business Blueprint, and for the playback of business
          processes during Realization, and additionally for the resolution of
          outstanding issues. Key business users and SMEs will have the requisite
          authority to make decisions regarding materials content and format in their
          area of responsibility.


    			
		c) 	The
          WARNACO CT assigned to deployment and rollout must have a thorough
          understanding of the configured SAP system, interfaces, conversions, custom
          developments, etc. To accomplish this, WARNACO will ensure that the deployment
          or rollout personnel are on the project at least 10 (ten) days in advance of
          planned rollout. The CT will have completed the level three training and have
          the ability to configure the system by March 31, 2005.


    			
		d) 	WARNACO
          will provide a business leader in each functional and technical area ("Business
          Process Owner") to guide the business requirements and process, including but
          not limited to, the provision of validation (or alternately detailed feedback
          necessary for validation) of configuration, necessary interface testing, data
          conversion testing, and bolt-on Complimentary Software Partner ("CSP") software
          integration, if any. Business Process Owners shall exhibit a comprehensive
          WARNACO vision, speak on behalf of Warnaco for all sites related to the
          Project, and communicate with each site regularly. The project roles required
          are defined below.


    
      1
    

    
 
 
 
    			
		e) 	WARNACO
          shall retain ownership and responsibility for the timely delivery of the
          "organizational change management function" portion of the Project as described
          in Statement of Work #2 entered into by the parties concurrently with this SOW
          subject to the terms and conditions set forth therein. Warnaco acknowledges
          that SAP's ability to perform the Services as described herein is contingent
          upon Warnaco's performance of this role.


    
      Development: Interfaces, Conversions, Reports, Enhancements, Forms, and
      Workflow
    

    			
		f) 	WARNACO
          will ensure that WARNACO CT has knowledge of existing WARNACO legacy systems
          and interface architecture (including EDI technology) from a technical
          perspective and will be available to support SAP with respect to
          infrastructure, network, desktop support and web-based programming.
          Additionally, upon reasonable notice from SAP, WARNACO will provide competent
          resources to load conversion data at SAP's request.


    			
		g) 	Data
          cleanup in legacy systems is wholly the responsibility of WARNACO. WARNACO is
          responsible for extracting and loading data from legacy systems for conversion
          or interfaces. WARNACO is responsible for validating converted data and
          reconciling converted data with legacy systems. SAP will develop the conversion
          import tools and assist WARNACO to load the data. SAP will provide advice and
          expertise regarding likely areas of data cleanup and realistic timeframes for
          the accomplishment of tasks set forth in this paragraph.


    
      Working Conditions and Requirements
    

    			
		h) 	WARNACO
          will provide any unique hardware or software required by SAP for access to
          WARNACO's SAP solution(s), other information systems, or WARNACO networks.
          WARNACO will provide SAP with necessary, and sufficiently private, office space
          for work on-site. The office space should include access to telephones,
          printers, copiers, analog lines and network connectivity, which SAP shall use
          solely in connection with the Project.


    			
		l) 	WARNACO
          will provide required networked workstations, which will have appropriate
          software, including Windows 2000 (or later versions), Microsoft Office
          applications (Word, Excel, and PowerPoint), Microsoft Project (for Project
          Manager) and Microsoft Visio 5.0 or greater. Additionally, the workstations
          need access to the WARNACO servers, the latest SAP configuration, and the
          WARNACO email system. The systems should also have sufficient RAM, processor
          power, and hard drive space to accommodate using the SAP graphical user
          interface and Microsoft Word simultaneously.


    			
		m) 	SAP
          will be provided with access to all WARNACO facilities necessary for the
          project, including all necessary identification material (badges, cards, etc).
          This includes necessary access to buildings and systems during and after normal
          business hours, on weekends, and on holidays. SAP will make all reasonable
          efforts to coordinate its required access with the Warnaco project team and
          will schedule off-hours access appropriately.


    			
		n) 	WARNACO
          will ensure SAP's access via the Internet for use by Offshore development
          resource(s), to allow offshore resources to unit test developments.


    
      Testing
    

    			
		o) 	WARNACO
          business users and subject matter experts will perform user acceptance testing,
          supported by SAP Consultants and the CT, which includes a full planning cycle
          during integration testing. SAP will provide guidance regarding scope and
          content of the acceptance test.


    
      2
    

    
 
 
 
    
      Training
    

    			
		p) 	WARNACO
          will provide all necessary classrooms. WARNACO shall take responsibility for
          ensuring that networked computers in the classrooms function properly. WARNACO
          will also provide computer projection devices. SAP will be available to work
          with Warnaco to develop training schedules in advance that allow for
          appropriate planning of materials, space and other Warnaco resources.


    			
		q) 	WARNACO
          is responsible for conducting end user training supported by SAP Consultants.
          The SAP Training Lead will perform a train the trainer session to the WARNACO
          trainers.


    
      Technology and Hardware
    

    			
		r) 	Prior
          to Integration testing, WARNACO will have production hardware procured and
          installed as well as a production system in place to commence with system
          transports and build.


    
      WARNACO Core Team minimum resource requirements:
    

    
      WARNACO shall provide at least the following resources that shall be
      considered the WARNACO Core Team. Should these resources not be provided to the
      Project, a delay in the Project could occur requiring additional SAP resources
      and/or a Change Order.
    

    

    
      											
	Role		Number Required		Percentage Involvement
	Project Manager		One		100%
	Project Office Administration		One		100%
	Change Management Lead		One		100%
	Business Process Owners –

                •    Supply
    •    Demand
    •    Finance		One Each		100%
	Process Team Leads

                •    Supply
    •    Demand
    •    Finance		One Each		50%
	Team Member – SME's
These roles
            will be determined as required in each phase. The person designated to this
            role, will provide specialized knowledge in that area.		By functional area		As Required
	Team Member – Technical
            Configurer:
    •    Supply
    •    Demand
    •    Finance

            		One Each		100%
	Integration/Development Manager
 		One		100%
	

 

    
      3
    

    
 
 
 
    

    
      											
	Role		Number Required		Percentage Involvement
	Basis Systems Specialist
 		One		100%
	Developer/Tools
This role is for the
            legacy system development and conversion extracts		As required		As required
	Training Lead
 		One		100%
	Trainers
 		Per Functional Area		Full Time during Final Preparation
            phase
	Super Users – By Functional
            Area
 		One per Functional Area		Part-time (50-75%) throughout the project
            duration
	Program Management Office*		As defined below in Section 3 [Project
            Assumptions] Number 1*		Weekly
	Steering Committee
SAP Steering
            Committee
     
Resources:
Customer Engagement
            Manager
Project Manager		Corporate CIO
Corporate CFO
VP
            Corporate IT
President Warnaco Swimwear
 		Monthly or as required to resolve issues
            that would impact project schedule
	

 

    		
	* 	The
          Program Management Office ("PMO") consists of the following individuals:


    			
		• 	Project
          Office Administration


    			
		• 	Business
          Process Owners


    			
		• 	Project
          Manager – Warnaco


    			
		• 	Project
          Manager – SAP


    			
		• 	Organizational
          Change Manager


    			
		• 	Customer
          Engagement Manager – SAP


    
      The role of the PMO is as follows:
    

    		
	• 	Define
          and establish performance measures and monitor implementation status


    		
	• 	Coordinate
          the budget process; control and report on program costs and deviations from
          budget/plans


    		
	• 	Define
          the implementation approach/methodology, program management tools and standards
          for the program


    		
	• 	Maintain
          the master repository of key program documentation regarding quality audits,
          global procedures, and so on


    		
	• 	Own
          the change control process for program deliverables


    		
	• 	Manage
          Project schedule and report any significant deviations from the plan


    		
	• 	Manage
          the Issues log


    		
	• 	Review
          Project status on a weekly basis


    
      Licensee agrees that the fees and timeline set forth herein shall be
      subject to change if the Licensee Responsibilities are not performed in a
      timely and appropriate manner and/or if the project resources are not provided.
    

    
      4
    

    
 
 
 
    
      3.    Project Assumptions
    

    
      Exhibit 1 (Scope), Exhibit 2 (Approach, Approach Results, and Timelines),
      and Exhibit 3 (Fees), are based on the following assumptions:
    

    			
		1) 	Licensee
          performs all Licensee obligations as set forth herein. Should Warnaco not meet
          the obligations defined in this document, it may result in a project delay and
          result in a Change Order.


    			
		2) 	The
          Project will be performed in English; Licensee will be responsible for any
          translations for additional languages.


    
      Location and Resources
    

    			
		3) 	Location
          of the Services: the project location is Los Angeles, California; Milford,
          Connecticut; and New York, NY.


    			
		4) 	Licensee:
          Lawrence Rutkowski, Chief Financial Officer is the primary SAP Contact. The
          client Project Manager is an experienced Project Manager with a strong
          understanding of the WARNACO culture and company processes.


    			
		5) 	An
          SAP Customer Engagement Manager and Project Manager must represent SAP to the
          Steering Committee.


    			
		6) 	Any
          delay to this project due to unreasonable non-availability of WARNACO staff or
          the failure of WARNACO personnel to provide required information or
          documentation pursuant to the agreed turnaround times defined in Exhibit 2 may
          result in a Change Order.


    			
		7) 	SAP
          will have no responsibility for the performance of contractors or vendors other
          than those engaged by Warnaco through SAP, or delays caused by them, in
          connection with the Project.


    			
		8) 	Scope
          of the project will be frozen during the Business Blueprint phase. If
          additional functionality is requested (e.g. consolidations), a Change Order
          will be required.


    
      SAP Solution
    

    			
		9) 	No
          modifications will be made to the SAP source code and data dictionary, unless
          otherwise agreed to by the parties in a Change Order (see Exhibit 4).


    			
		10) 	The
          role-based security profiles supplied by SAP will be used pending approval
          during the Blueprint phase of their applicability to the Warnaco
          implementation.


    			
		11) 	The
          SAP AFS solution will be applied to the core SAP ERP package and will be used
          as the baseline implementation.


    
      Project and Scope Management
    

    			
		12) 	Changes
          to scope require Steering Committee approval and a Change Order (see Exhibit
          4).


    			
		13) 	Reasonable
          efforts will be made on Policy and Functionality decisions within 24 hours with
          a 3 business day maximum turnaround. Any disputes that cannot be readily
          resolved must be presented to the Steering Committee for prompt
          resolution.


    			
		14) 	WARNACO
          executive leaders must have an understanding of Enterprise Systems Software and
          SAP, especially an appreciation of the impact on the Project of business
          process changes and of changes in resources and assignments, through focused
          engagement in the Project and through executive briefings.


    			
		15) 	Weekly
          project status meetings will be held to provide updates regarding project
          status and to discuss project issues, revalidate cost and schedule estimates
          and assumptions, and provide consistent information to all team members.


    
      5
    

    
 
 
 
    
      Confidential Treatment
    

    			
		16) 	WARNACO
          will change existing business processes and follow SAP Best Practices to the
          extent practicable.


    			
		17) 	WARNACO
          will provide timely review of Deliverables as specified in Section 4 herein and
          in Exhibit 2.


    			
		18) 	This
          Statement of Work includes 5 weeks (25 days) of Post Production Support as
          described in Exhibit 3.


    
      Technology and Development
    

    			
		19) 	The
          Project does not include implementation of interfaces beyond what is currently
          in place with WARNACO existing systems.


    			
		20) 	The
          infrastructure planning to support an R/3 rollout will be implemented in
          parallel with the R/3 functional implementation, and must be adequate to
          support the production environment.


    
      Training
    

    			
		21) 	Training
          materials will be provided in English.


    			
		22) 	Excludes
          Project Team training development and execution.


    
      Licensee agrees that any change to or Licensee's failure to fulfill any
      of the assumptions set forth above may affect SAP's ability to provide timely
      and efficient services hereunder and that, as a result of such change or
      failure, SAP's fees and the timeline as set forth in herein may be subject to
      change.
    

    
      4.    Acceptance
    

    
      4.1    SAP will deliver each completed Deliverable on
      or before the appropriate Expected Completion Date, as set forth in Exhibit 2.
      ***
    

    
      4.2    ***
    

    
      5.    Project Management
    

    
      Each party shall designate a Project Manager. The Project Managers shall
      work together toward a timely implementation in accordance with the Project
      Scope Document. The SAP Project Manager will, with the Licensee Project
      Manager, plan the Project, select resources and quality check the activities
      and progress.
    

    
      The SAP Consultants will be located at designated Licensee facilities.
      Licensee agrees and understands that the assigned SAP Consultant(s) will
      occasionally perform Services on the Project implementation from an SAP office.
    

    
      SAP reserves the right, in its sole discretion, to replace any assigned
      SAP Consultant with another SAP Consultant with equivalent skills; in the event
      SAP exercises this right, SAP shall use commercially reasonable efforts to
      ensure the Project's continuity.
    

    
      Licensee shall have the right to request a replacement of any assigned
      SAP Consultant with another SAP Consultant with equivalent skills and SAP shall
      use commercially reasonable efforts to accommodate such request and to ensure
      the Project's continuity.
    

    
      Licensee and SAP will maintain a Project oversight governance committee
      ("Governance Committee") comprised of one SAP executive and one Licensee
      executive (currently identified as Lawrence Rutkowski, Chief Financial Officer
      from Licensee and Mr. Dean Germeyer from SAP). This committee will meet on an
      ad hoc basis, and/or as necessary, to review the Project status with the
      Program Managers and provide guidance as to whether a requested change by
      Licensee shall be considered by SAP to be in Project Scope, as described in
      Exhibit 2, or whether such change requested by Licensee requires a Change
      Order.
    

    
      6
    

    
 
 
 
    
      The SAP Application Consultant(s) will work with Licensee resources in
      the translating of the business requirements into system solutions and other
      tasks that relate to the Project implementation.
    

    
      The SAP Basis Consultant will work with the Licensee technical resources
      in establishing development, test and production environments. The SAP Basis
      Consultant will provide system support and performance optimization, make
      recommendations for backup and recovery strategies, capacity planning and
      hardware configuration.
    

    
      6.    Term and Termination
    

    
      Term.     This Statement of Work shall become
      effective upon the execution by both parties.
    

    
      6.1    Termination for
      Default.    In addition to a termination pursuant to
      Section 4.2(c) above, either party may terminate this Statement of Work upon
      the occurrence of one or more of the following events:
    

    
      (i)    The failure of a party to make payment of any
      undisputed amounts when due and the expiration of fifteen (15) calendar days
      from receipt of notice thereof; or
    

    
      (ii)    The failure of a party to comply with any
      material term or condition of this Statement of Work after the non-breaching
      party has provided the other party fifteen (15) days prior written notice
      specifying the nature of such breach and the breaching party fails to commence
      to cure such default within such fifteen (15) day period; or
    

    
      (iii)    The dissolution or liquidation of the other
      party, the insolvency or bankruptcy of the other party, the institution of any
      proceeding by or against the other party under the provisions of any insolvency
      or bankruptcy law; the appointment of a receiver of any of the assets or
      property of the other party, or the issuance of an order for an execution on a
      material portion of the property of the other party pursuant to a judgment.
    

    
      6.2    Termination for
      Convenience.    Licensee may, by providing at least
      thirty (30) days prior written notice stating the extent and effective date,
      terminate this Statement of Work for convenience in whole or in part at any
      time. In the event of a termination for convenience at any time by Licensee,
      SAP shall be paid for all Services performed, but not yet invoiced, for any
      Deliverable on a percentage of completion basis.
    

    
      7.    Non-Solicitation/No-Hire
    

    
      Neither party shall solicit or hire, in any capacity whatsoever, any of
      the other party's employees involved in this SOW during the term of this SOW
      and for a period of six (6) months from the termination hereof, without the
      express written consent of the other party.
    

    
      8.    General
    

    
      Any change to this Statement of Work, including Exhibits 1 or 2 or 3,
      shall be subject to mutual agreement of the parties and shall be made in accord
      with Exhibit 4 hereto, Change Order Procedure, which is hereby incorporated by
      reference. SAP shall not commence work on any such change unless and until the
      change has been agreed to in writing.
    

    
      7
    

    
 
 
 
    
      IN WITNESS WHEREOF, the parties have so agreed as of the date written
      above.
    

    

    
      															
	Accepted By:		Accepted by:
	SAP America, Inc.
(SAP)		Warnaco Inc.
 (Licensee)
	By:		/s/ Greg Clarke		By:		/s/ Jay A. Galluzzo
	Print name:		Greg Clarke		Print name:		Jay A. Galluzzo
	Title:		CEM		Title:		Vice President, General Counsel and
            Secretary
	Date:		11/30/04		Date:		12/1/04
	

 
 

    
      											
	Attachments:		Exhibit 1		Scope
	 		Exhibit 2		Approach, Approach Results,
            Timelines
	 		Exhibit 3		Payment Structure
	 		Exhibit 4		Change Order
	

 

    
      PSA SOW Fixed Fee (09-02)
    

    
      8
    

    
 
 


 




    
      Confidential Treatment
    

    
      Execution Copy

    

    
      Exhibit 1
 Statement of Work
 Issued December 1, 2004
 to

      Professional Services Schedule ("Agreement")
 between
 SAP America, Inc.
      ("SAP")
 and
 Warnaco Inc. ("Licensee" or "Warnaco")
    

    
      1.    Project Scope
    

    
      The recommended implementation timeframe, scope and effort were developed
      from data resulting from the High Level Blueprint initiative performed for
      Licensee by SAP prior to the execution of this SOW combined with specific data
      received through discussions with key WARNACO personnel, and also from
      documents provided by Warnaco as pertinent to the Project. The following table
      represents SAP's approach for WARNACO's implementation given known requirements
      and constraints.
    

    
      The Scope of this Statement of Work covers the SAP ERP implementation at
      Warnaco Swimwear and Corporate Financials only. The implementation Scope,
      (standard SAP functional areas that can be included in the Project), is listed
      by area below. Any item not listed and described below is expressly out of
      Scope.
    

    
      Functional
      Scope
    

    

    
      											
	Module		Sub-module		Description
	


    

    
      ***
    

    
      Business Warehouse
      Scope
    

    

    
      																			
	 		Business Process		InfoCubes/ODS		InfoSources		Key Figures
	


    

    
      ***
    

    

    
      																			
	BW Subject Area		Business
 Process		InfoCubes/ODS		InfoSources		Key Figures
	


    

    
    

    
      ***
    

    

    

    

    
    
      Confidential Treatment
    

    
      Execution Copy
   
    

    
      Reports, Interfaces, Conversions, EDI and Forms Scope
    

    
      General Reports
    

    
      The following table details the general reports that have been identified
      for the initial rollout of the project. Any *** general report not listed in
      the table below will necessitate a change order.
    

    

    
      											
	Title		Type		Description
	


    

    
      ***
    

    
      Interfaces
    

    

    
      																			
	Interface		DIRECTION		System		Method		Frequency
	


    

    
      ***
    

    
      Note: ***
    

    
      For purposes of
      clarification, the following table details the interfaces considered
      out-of-scope for this Project:
    

    

    
      											
	Interface		System		Reason
	


    

    
      ***
    

    
      DATA CONVERSION
    

    
      Note:    This section highlights what data needs to
      be converted from legacy systems to support the SAP system.
    

    
      The guiding principle for conversion of historical transaction data is to
      require conversion to SAP only if there is a driving business reason to do so.
      Similarly, automated conversion of master and transactional data will be
      considered only if there is significant volume.
    

    
      Data to be converted
    

    

    
      																							
	Data
 Description		Source		Type		Cleansing		Auto/
 Manual		Records/
Content
	


    

    
      ***
    

    

    

    

    
    
      Confidential Treatment
    

    
      Execution Copy
   
    

    
      Data Conversion Approach
    

    
      The purpose of this section is to provide insight into how legacy data
      will be converted and imported into the SAP R/3 system. In all cases where the
      appropriate data exists in a legacy system (e.g. ACS), it is assumed that data
      will be CLEANSED and inputted properly by WARNACO prior to R/3 data loading and
      provided to the data conversion team in a fixed-structure format. The process
      of data cleansing generally involves removing any obsolete records and/or
      correcting legacy field values, as needed, to ensure data consistency. It is
      IMPERATIVE that the legacy data be internally consistent and accurate prior to
      conversion.
    

    
      The following table summarizes a typical data conversion approach to
      various transactional and master data loads. The purpose of compliance with the
      Proposed Action recommendation is to minimize additional manual intervention
      after initial data load into R/3 is complete.
    

    

    
      											
	Data Description		Scenario		Proposed Action
	


    

    
      ***
    

    
      Forms Scope
    

    
      The following table details the forms for external business communication
      for the initial rollout of the project.
    

    

    
      											
	Business Process		Type		Frequency
	


    

    
    

    
      ***
    

    
      EDI Scope
    

    
      The following table details the EDI scope for the initial rollout of the
      project.
    

    

    
      											
	Description (ANSI document)		DIRECTION		Frequency
	


    

    
      ***
    

    
      Workflow
    

    
      The Workflow scope establishes what events or business scenarios require
      a work item to be created. Examples of such events are business process require
      additional authorization such as purchasing and credits or exception handling.
    

    
      The following table details the Workflow scope for the initial rollout of
      the project.
    

    

    
      											
	Description		TRIGGER		Frequency
	


    

    
      ***
    

    
      Workflow transactions will be analyzed and only the out of the box
      transactions will be activated, assuming that there is no significant increase
      in time.
    

    
      PROJECT TEAM TRAINING
    

    
      The scope of work includes Project Team training and End User training.
      The training was estimated based on the following assumptions:
    

    
      Training Assumptions:
    

    
      ***
    

    

    

    



 




    
      Confidential Treatment
    

    
      Execution Copy

    

    
      Exhibit 2
 Statement of Work
 Issued December 1, 2004
 to

      Professional Services Schedule ("Agreement")
 between
 SAP America, Inc.
      ("SAP")
 and
 Warnaco Inc. ("Licensee" or "Warnaco")
    

    
      Approach, Approach Details, Timelines
    

    
      1.    Approach
    

    
      AcceleratedSAP (ASAP) is SAP's standard methodology for implementations
      of SAP solutions. ASAP provides the tools, and methodologies that you need to
      implement your enterprise's solutions from SAP.
    

    
      The proposed approach for the WARNACO's implementation project consists
      of the following phases.
    

    
      ***
    

    
      2.    Approach Details / Phase Breakdown
    

    
      ***
    

    
      Deliverables &
      Descriptions
    

    
      This section defines the Services to be provided by SAP specific to the
      SAP implementation process, as described above, for the Warnaco Project. The
      implementation will include Consulting Services to support the Deliverables as
      outlined in this Statement of Work below.
    

    
      ***
    

    
      Table 1 –
      Deliverables and Acceptance Criteria
    

    

    
      																			
	Deliverables		Description		Expected Completion		Acceptance Criteria		Acceptance
 Period in

            Business
 Days
	


    

    
      ***
    

    
      * Production Support Resources
    

    

    
      																			
	Position		Number of Days	
	


    

    
      ***
    

    
      3)    Project Timeline
    

    
      The current proposed WARNACO implementation timeline is summarized in the
      following chart.
    

    
      Initial Rollout Timeline
    

    
      ***
    

    

    

    



 




	 
		Confidential Treatment
	 

	 
		Execution Copy

	 

	 
		Exhibit 3
 Statement of Work
 Issued December 1, 2004
 to

		Professional Services Schedule ("Agreement")
 between
 SAP America, Inc.
		("SAP")
 and
 Warnaco Inc. ("Licensee" or "Warnaco")
	 

	 
		Fees, Payment Terms & Conditions
	 

	 
		Services provided in accordance with this Statement of Work are provided
		on a fixed price basis, based on a Project commence date of December 1, 2004.
		The fixed price of this SOW for implementation and training is USD
		$4,785,324.00 (not including travel and expenses).
	 

	 
		For purposes of this Statement of Work only, Section 3 [Taxes] to the
		Agreement shall be modified as follows:
	 

	 
		Add the following to the end of the Section 3:
	 

	 
		"SAP shall use commercially reasonable efforts to advise Warnaco if SAP
		becomes aware that any such taxes shall be imposed on SAP personnel. Warnaco
		shall have the option to request a substitute resource from SAP in order to
		avoid such taxes, and SAP shall replace such resource accordingly."
	 

	 
		Payment Schedule
	 

	 

	 
													
	Deliverables		Month		Payment
$
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	***		 	*** 	 		***
	 		 	 	 		USD 4,785,324
	

 

	 
		Travel Expenses
	 

	 
		Except as otherwise stated below, Warnaco will pay a maximum of $525,000
		for actually incurred travel expenses associated with this Statement of Work,
		Additionally, in the event that SAP does not reach the $525,000 maximum,
		Warnaco shall pay to SAP $.50 for each dollar of the dollar amount difference
		between $525,000 and SAP's actually incurred travel expenses.
	 

	 
		Each consultant required to travel will be allowed a maximum of $825 per
		week to cover Parking, Hotel, Meals, Rental Car and Gas (all inclusive of fees
		and taxes)
	 

	 			
		o 	Hotel:
			 $390.80/week


	 			
		o 	Meals:
			 $50/day


	 			
		o 	Parking
			 / Gas: $56.20/week


	 			
		o 	Rental
			 Car: $178/week

 
 
 

	 
	 
		Execution Copy
   
	 

	 
		Consultants living within driving distance of the Project, will be
		allowed a maximum of $75/week to cover mileage.
	 

	 
		Miscellaneous expenses (e.g. Copies made at Kinkos, Flights to other
		locations, etc.) must be approved by project management prior to incurring the
		cost. These costs are not included in the not to exceed amount of $525,000.
	 

	 
		Weekend stays Parking, Hotel, Meals, Rental Car and Gas (all inclusive of
		fees and taxes) and changes to travel plans must be approved in advance and are
		exclusive of and unrelated to the "not to exceed" amount of $525,000.
	 

	 
		For any change orders to the fixed price SOW that are approved by
		Warnaco, SAP will use reasonable efforts to make travel expenses at or around
		12% (exclusive of and not including "weekend stays" [Parking, Hotel, Meals,
		Rental Car and Gas (all inclusive of fees and taxes)] and changes to travel
		plans of the total change order fee. If SAP believes certain change orders
		require more travel budget it will need to provide a detailed explanation,
		which Warnaco will consider in its change order approval process.
	 

	 
		Travel Assumptions:
	 

	 			
		• 	Estimated
			 costs for flights based on consultant's residence and project location (Los
			 Angeles & Milford, CT).


	 			
		• 	For
			 expected travel, consultants to purchase airline tickets at least 2 weeks in
			 advance (where feasible).


	 			
		• 	SAP
			 consultants will enter actual expenses each month. Warnaco will receive a
			 detailed listing of expenses by consultant in each invoice.


	 			
		• 	SAP
			 will be solely responsible and accountable for holding consultants to a defined
			 travel policy.


	 
		Service Invoices
	 

	 
		The amounts payable in connection with Deliverables set forth above and
		accepted as set forth herein will be invoiced monthly. All payments are due net
		thirty (30) days from the date of invoice. Invoices shall be sent to the
		attention of Larry Warehime, WARNACO.
	 

	 
		2
	 

	 
 
 






Execution
Copy

Exhibit 4
 Statement of Work
 Issued December 1,
2004
 to
 Professional Services Schedule
("Agreement")
 between
 SAP America,
Inc. ("SAP")
 and
 Warnaco Inc.
("Licensee" or
"Warnaco")


Change Order
Procedure


1.    General

Any change to this
Statement of Work, including Exhibit 1, shall be subject to mutual
agreement of the parties and shall be made in accord with Exhibit 2
hereto, Change Order Procedure, which is hereby incorporated by
reference. SAP shall not commence work on any such change unless and
until the change has been agreed to in writing.

2.    Change
Order Procedure

Any change to the Statement of Work must be
agreed to, in writing, by the parties. The following procedure will be
used to control all changes which impact SAP's involvement in the
Project, whether requested by Warnaco or SAP.

All Requests For
Changes ("RFC"), a copy of which is attached
hereto, to the Statement of Work must be made in writing and shall be
submitted by the appropriate Project Manager. Each request should
contain the following
information:

			
		a) 	Description of
the Change,


			
		b) 	Reason
for change;


			
		c) 	Impact, if any,
on existing Deliverables and/or definition of additional
Deliverables;


			
		d) 	Estimated
impact, if any, on project schedule;
and


			
		e) 	Estimated change, if
any, in project fees.


			
		f) 	All
RFCs must be submitted to the appropriate Project Manager. The Project
Manager shall review and accept or reject the RFC. If rejected, the RFC
shall be returned to the submitting party with written reasons for
rejection and, as appropriate, any
alternatives.


			
		g) 	All approved
RFCs will be incorporated into the Statement of Work via written
amendment. SAP will not perform any Services outside of the Statement
of Work until the amendment has been executed by Warnaco.


1








Request for Change
 Issued < ENTER
CHANGE DATE>
 between
 SAP America, Inc.
("SAP")
 And
 Warnaco Inc.


Instructions:    This document must be completed and
submitted to the appropriate Project Manager to commence any change
order.

1.    Information regarding the Change Request.

A.    Describe the requested change.

	
			
	


	
			
	


B.    Describe
the reason for the requested change:

	
			
	


	
			
	


	
			
	


			
		C. 	Describe
the impact, if any, on existing Deliverables (Training Materials, Test
Cases, Configuration, Test Data):


	
			
	


	
			
	


	
			
	


			
		D. 	Describe
additional Deliverables required as a result of the requested change,
if any:


	
			
	


	
			
	


		
	3. 	Describe
the impact, if any, to the existing Project Schedule. Provide a revised
Project Schedule, if appropriate.


	
			
	


	
			
	


	
			
	


		
	4. 	State
the estimated change, if any, to the project fees. Provide the
rationale/methodology used to calculate any change. Below is a table of
estimated hours and expenses broken down by consultant. This takes the
place of the estimate in the SOW Schedule A-30.


Rate
Information:




	
																							
	 	
	Function		Name		K-rate		Rate		Start
Date		Estimated Duration

(Hours)
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	 		 	 	 		 	 	 		 	 	 		 	 	 		 	 	 
	







							
	Acceptance:		Acceptance:
	SAP America, Inc.		Warnaco
Inc.
	Signature:                                                    		Signature:                                            
	Print
Name:                                                		Print
Name:                                          
	Title:                                                            		Title:                                                      
	Date:                                                          		Date:                                                    
	




SAP/EBAY
CONFIDENTIAL

2